Legal Question in Consumer Law in Virginia

Re: Registered Agent

Va. Code Section 13.1-757 says (subsection A)that a foreign corporation "doing business" in the Commonwealth of Virginia must register with the State Corporation Commission and appoint an agent for service of process. The phrase "doing business" in this context is not the same as "doing business" for due process (i.e., being sued over a business transaction in Virginia), and really means "consistently doing business in a substantial way". There's a laundry list of things that don't constitute "doing business" (subsection B) and the list is not exhaustive (subsection C). Basically, if your business in Virginia is so limited in duration or presence (e.g., you'll only be here for thirty days, or only do business through independent sales agents), then your company is not "doing business". If you rent a warehouse and distribute products from there in your own trucks, then yes, you need to register.

If you're "doing business" without having registered, everyone responsible may be convicted for a misdemeanor (I've never known anyone, myself, to have been prosecuted for that crime), and you won't be allowed to sue anyone in Virginia (but if you file suit and subsequently register, that's ok).

The major risk you face in not registering is that someone else may like your business and register a new Virginia corporation using your company name, and you may be liable to them for trade name infringement!

You also have to register with the locality in which your offices are kept; you have to have a business license from at least one jurisdiction in Virginia (which will then be honored in all others), which usually involves an occupancy permit and personal property tax as well.