A registered agent is a person or company that receives official paperwork, like service of process, on behalf of an entity.

The registered agent must pass on any paperwork it receives to the individual(s) that govern the entity (this may be the board of directors, a partner, or the member or manager of an LLC). Any entity authorized to do business in Virginia, including nonstock corporations, must have a registered agent. Therefore, any entity created under Virginia law must designate a registered agent upon creation, and any foreign entity registered to do business in Virginia must also appoint a registered agent.

In Virginia, registered agents must either be a Virginia lawyer or a member of the entity’s management. Members of management include an officer or director of a corporation, a member or manager of an LLC, a trustee of a business trust, a general partner in a limited partnership, and a partner of a registered limited liability partnership. A registered agent must also be a Virginia resident, have a business address in Virginia, and be available during normal business hours.

Because Virginia has restricted who may serve as registered agent to members of the Virginia bar and members of the entity’s management, many lawyers serve as registered agent for current and former clients. Attorneys may even find themselves serving as registered agents for entities that have never been a legal client. Lawyers generally charge a nominal annual fee and serve as registered agents for one year at a time. Because lawyers serve in two capacities—as legal counsel and as registered agent—people may be confused as to whether the lawyer automatically represents their entity in legal matters by virtue of being the registered agent.

Hiring a lawyer to serve as registered agent does not create an attorney-client relationship. Any services a lawyer provides as registered agent are separate from services provided as legal counsel. Therefore, a business that employs a lawyer as registered agent only is not guaranteed confidentiality or the protections of the attorney-client privilege. Additionally, a lawyer that serves as registered agent alone is not required to represent the entity in any lawsuits that might be filed against it.

Legal representation is a separate formal relationship created outside the scope of serving as registered agent. Generally, firms require a client to sign a fee agreement relating to the legal matter at issue before completing any legal work for the client. Therefore, do not assume that by hiring a lawyer as registered agent, your entity is guaranteed representation in any lawsuit that arises. You will likely need to create a lawyer-client relationship to secure legal counsel from an attorney acting as registered agent.

We Can Help

Here at Davis Law Group, we are happy to serve as registered agent for your entity, act as your legal counsel, or both! Contact our office today if you have any registered agent or legal needs.