In the Commonwealth of Virginia, as in most states, all corporations, LLC’s or other corporate style entities are required to have a registered agent if they are to do business in the Commonwealth. The reasons for the requirement are many, but the main ones are taxation, service of process and communication from the Virginia State Corporation Commission (the “SCC”). Without such a registered agent, many rights, for example the right to prosecute a lawsuit, are not available to the unregistered entity.
As a construction company that I hope is incorporated (if you aren’t you should do take this step), your registered agent can be an officer of the company, a company that meets the requirements of the SCC that allow it to act as a registered agent, or an attorney licensed in the Commonwealth of Virginia. It is this last category that you should carefully consider.
Why do I think that a Virginia construction attorney is the best candidate for use as the registered agent of either a local or out of state contractor or subcontractor? As you might imagine from the title of this post, I’ll let you know.
First of all, a local lawyer should know the importance of whatever correspondence comes from the SCC and will likely take the time to review it while a registered agency company will merely pass it on. An attorney can and will answer any questions that you may have about that document either at the time they forward it on or when you call.
Second of all, and possibly more importantly, in the event that you as a construction company are served with a lawsuit, your friendly neighborhood construction lawyer will already be aware of that fact and be able to advise you from the earliest possible time. Hopefully, that lawyer has been advising you all along, but if they haven’t then you still have a ready made resource and a contact with someone that can help right from the start. This saves precious time preparing a proper response to the suit and may make the difference between a well reasoned and potential early end to the litigation and a hurried response that only invites more expense.
In short, whether you are a Virginia based construction professional or from outside of Virginia and want to work in my fair state, you need a registered agent. I recommend you find a construction lawyer to take that role for you.
As always, I welcome your comments below. Please subscribe to keep up with this and other Construction Law Musings.
