Virginia nonprofit corporations are required to designate a registered agent. The purpose of a registered agent is to provide an actual, physical point of contact and mailing address (i.e., a street address as opposed to a P.O. Box) where an organization can be contacted or served with notice of a lawsuit or other legal action.

The organization itself may not serve as its own registered agent. Instead, many nonprofits choose to either have a director or officer serve as registered agent (permitted so long as the officer or director is a resident of Virginia) or to designate a third party, such as an attorney or a third-party registered agent service. The disadvantage of naming an officer or director of the nonprofit is that when they move, resign or become incapacitated, important communications can get lost and deadlines missed. In addition, many nonprofit officers and directors would prefer not to publish their personal address for privacy reasons (e.g., how would you like to have the local sheriff pull into your driveway to serve you with process connected with a lawsuit filed against the nonprofit for which you volunteer?).

Many nonprofits prefer to have an attorney serve as their registered agent. Doing so increases the likelihood that communications will be promptly brought to the organization’s attention and confidences maintained. Perkins Law is pleased to offer a flat fee registered agent service package.

Once established, the organization’s registered agent information should be kept current as a registered agent must be maintained at all times to be in compliance with state law. Failure to appoint or maintain a registered agent may result in the involuntary termination of the organization corporate existence by the State Corporation Commission. Termination of the corporate existence of a tax-exempt nonprofit could be devastating if not caught in a timely fashion as it could result in the organization having to reincorporate and reapply for tax-exempt status with the IRS.

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