Registered Agent Archives - Gross, Romanick, Dean & DeSimone, P.C.

Registered Agent in Virginia | Fairfax, Virginia | Gross, Romanick, Dean & DeSimone, P.C.

admin — Thu, 16 Nov 2017 07:46:25 +0000

Do you need a registered agent for your business? Edward Gross, Managing Partner of Gross, Romanick, Dean & DeSimone, P.C., discusses some of the reasons you may need a registered agent, and some of the options available.

If you need a Virginia registered agent, visit call 703-273-1400 or send an e-mail to info@grddlaw.com.

Virginia Registered Agent
Registered Agent Fairfax, Virginia

Gross, Romanick, Dean & DeSimone, P.C.
3975 University Drive
Suite 410
Fairfax, Virginia 22030

Areas We Serve

District of Columbia
District of Columbia | Washington DC | DC

The post Registered Agent in Virginia | Fairfax, Virginia | Gross, Romanick, Dean & DeSimone, P.C. appeared first on Gross, Romanick, Dean & DeSimone, P.C..

Registered Agent in Virginia | Fairfax, Virginia | Gross, Romanick, Dean & DeSimone, P.C.

admin — Thu, 16 Nov 2017 07:07:36 +0000

Virginia Registered Agent
Registered Agent Fairfax, Virginia

Gross, Romanick, Dean & DeSimone, P.C.
3975 University Drive
Suite 410
Fairfax, Virginia 22030

Areas We Serve

District of Columbia
District of Columbia | Washington DC | DC

The post Registered Agent in Virginia | Fairfax, Virginia | Gross, Romanick, Dean & DeSimone, P.C. appeared first on Gross, Romanick, Dean & DeSimone, P.C..

Why was a $2.35M judgment overturned for failure by a foreign LLC to register in Virginia?

admin — Tue, 22 Aug 2017 08:05:14 +0000

The Virginia Supreme Court in the case of World Telecom Exchange Comm. LLC v. Sidya (VLW 017- 6-056) found that the lower court erred by allowing the plaintiff to litigate a claim without first obtaining an SCC certificate as required by Va. Code § 13.1-1057(A). In doing so, it reversed one of the largest Virginia verdicts of 2015.

Va. Code § 13.1-1057(A) states that a foreign limited liability company (LLC) “transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth.” See our November 2016 newsletter in which we discuss registering your Virginia entity in other states where it transacts business.

One of the plaintiffs was a private foreign company organized in Dubai in the United Arab Emirates. The record shows that it was aware of the failure to register but, nevertheless, failed to cure the registration issue before the trial concluded. The company argued that it did not transact business in Virginia, and that only its wholly-owned subsidiary (also a plaintiff in the litigation) transacted business in Virginia. The court rejected this defense, opining that a parent company transacts business in the Commonwealth if its wholly-owned subsidiary transacts business in the Commonwealth. The defendant’s lawyer argued at trial that the Dubai company did not want to register in order to avoid paying taxes to Virginia. The company did obtain the certificate during the appeal process, but the Supreme Court held that a proper certificate was necessary before the final judgment was entered.

The Supreme Court remanded the case with instructions for the Fairfax County Circuit Court to enter a final judgment dismissing the foreign company’s claims against the defendant.

The ruling in this case illustrates just one reason why it is important for foreign companies transacting business in Virginia to obtain a certificate of authority before doing business in Virginia.

Gross, Romanick, Dean & DeSimone, P.C.
3975 University Drive
Suite 410
Fairfax, Virginia 22030

Areas We Serve

District of Columbia
District of Columbia | Washington DC | DC

The post Why was a $2.35M judgment overturned for failure by a foreign LLC to register in Virginia? appeared first on Gross, Romanick, Dean & DeSimone, P.C..

My company is properly registered in Virginia but we do business in various other states. Do I need to register my company as a “foreign” entity in those states?

admin — Thu, 03 Aug 2017 07:59:35 +0000

While each state has different rules, there are some general principles that govern the registration of “domestic” Virginia entities in other states. Most every state tests the need to register based on the frequency and the nature of the business transactions occurring in the applicable state. It is not always easy to make a determination, but you can find the rules for each state here: https://www.sba.gov/starting-business/choose-register-your-business/register-state-agencies

In most states, you will need to register your Virginia entity as a foreign entity if any of the following are true:

You maintain an office in the state.
You have employees physically working in the state with regard to business conducted in the state (simply living or working remotely in the state on business not occurring in the state generally does not require registration).
You regularly send sales personnel to conduct business in the state.
You physically perform a contract in the state (for example, a construction project).

Gross, Romanick, Dean & DeSimone, P.C.
3975 University Drive
Suite 410
Fairfax, Virginia 22030

Areas We Serve

District of Columbia
District of Columbia | Washington DC | DC

The post My company is properly registered in Virginia but we do business in various other states. Do I need to register my company as a “foreign” entity in those states? appeared first on Gross, Romanick, Dean & DeSimone, P.C..

How is a Virginia Resident Agent different from a Virginia Registered Agent?

admin — Fri, 28 Jul 2017 07:38:29 +0000

All Virginia entities, including LLCs and corporations, must have a properly qualified Registered Agent in Virginia. See our firm’s YouTube video on this subject.

Virginia Code §55-218.1 also requires every non-resident “person” who owns and leases commercial or residential properties consisting of four or more units within a county or city in Virginia to maintain a “Resident” Agent in Virginia. The Resident Agent must be a resident of Virginia and maintain an office in Virginia. “Person” is broadly defined as any individual, group of individuals, corporation, partnership, business trust, association or other legal entity, or any combination thereof. The name and office address of the Resident Agent must be filed in the office of the clerk of the court in which deeds are recorded in the county or city where the property is located.

Virginia requires the appointment of a Resident Agent in order to provide tenants with an agent and agent’s office address where service of lawsuits, notices, orders or demands can be made upon the non-resident property owner within the Commonwealth. The name and address of the Resident Agent must be stated in the lease. If a Resident Agent is not available for service, then the Secretary of the Commonwealth can be served as the statutory agent of the non-resident property owner. The Secretary will send the legal papers by registered or certified mail to the owner’s address as shown on the official tax records for the locality where the property is located.

Failing to maintain a Resident Agent can result in significant problems for the non-resident property owner. As is the case for a Virginia business entity that fails to maintain a Registered Agent in the Commonwealth, lawsuits can be served by simply mailing the paperwork to a state agency. If the subsequent mailing from the agency to the owner is not received for whatever reason, the service nevertheless remains valid, and the owner’s failure to respond to the lawsuit may result in the entry of a default judgment against the owner. These default judgments can be very difficult to set aside. Furthermore, a non-resident owner that does not designate a Resident Agent cannot maintain a legal action in Virginia, even against its own tenant.

Although the Virginia Code is not entirely clear and the requirements seem redundant, a foreign business entity that owns and leases property in Virginia should always appoint a Resident Agent and file a designation with the clerk of court for the locality where the property is located, even if the business entity is registered to transact business in Virginia and has a duly appointed Registered Agent in Virginia.

Gross, Romanick, Dean & DeSimone, P.C.
3975 University Drive
Suite 410
Fairfax, Virginia 22030

Areas We Serve

District of Columbia
District of Columbia | Washington DC | DC

The post How is a Virginia Resident Agent different from a Virginia Registered Agent? appeared first on Gross, Romanick, Dean & DeSimone, P.C..

What is the difference between a merger and an acquisition? – Registered Agent Newsletter

admin — Thu, 04 May 2017 07:42:50 +0000

Business sales and combinations can take a variety of forms, and there is no standard method by which businesses are purchased or acquired. Each transaction is unique, with the form of the transaction dependent upon the goals of the parties, the existing legal structures of the parties, and the tax consequences resulting from the transaction. The terms “merger” and “acquisition” are often used interchangeably in reference to the sale and combination of two business entities, but each term has a distinct legal meaning. The purpose of this article is to differentiate between the two terms – not to analyze the benefits and disadvantages of each type of transaction.

A true “merger” occurs when two business entities legally combine into a single business entity. This can be a newly formed legal entity, in which case the separate legal existence of the merging entities will terminate upon the consummation of the merger. Alternatively, one of the entities (the “surviving entity”) can survive the merger, in which case the separate legal existence of the other entity will terminate upon consummation of the merger. In Virginia, the merging entities are required to file a Plan of Merger and Articles of Merger with the Virginia State Corporation Commission that describes how the entities are being merged, how the merged entity will be capitalized, and how the merged entity will be managed. Typically, the owners of both entities will receive an ownership interest in the single entity that results from the merger.

An “acquisition” occurs when one business entity purchases either the assets or the equity of the other business entity, and both entities retain their separate legal existence. In an asset sale, the purchasing entity acquires some or all of the assets of the selling entity, but usually does not assume any of the liabilities of the selling entity. In cases where all assets of the selling entity are purchased, the selling entity typically terminates its existence shortly after the consummation of the sale and winding up of its affairs. In an equity sale, the purchasing entity acquires an ownership interest in the selling entity from the owners of the selling entity, and the selling entity becomes a subsidiary of the purchasing entity. The selling entity continues to exist and retains all of its assets and liabilities.

In practice, it is less common for two entities to legally merge than it is for one entity to acquire another entity. There are a lot of reasons for this, the most obvious of which is that it can be difficult for the two entities to jointly agree upon the future management of new entity when both sides retain an ownership interest in the entity. After all, the new entity can only have one President or CEO. In addition, a business combination usually only happens when the ownership of the selling entity desires to leave the business (not to continue in a joint business endeavor with the buyer). It is very common, however, for the purchasing entity to continue to operate the purchased business with existing personnel and in accordance with historical practices. This is one of the reasons why the word “merger” is oftentimes used incorrectly to describe an acquisition.

Gross, Romanick, Dean & DeSimone, P.C.
3975 University Drive
Suite 410
Fairfax, Virginia 22030

Areas We Serve

District of Columbia
District of Columbia | Washington DC | DC

The post What is the difference between a merger and an acquisition? – Registered Agent Newsletter appeared first on Gross, Romanick, Dean & DeSimone, P.C..

Does My Virginia LLC Need to Adopt an Operating Agreement? | Fairfax, Virginia | Gross, Romanick, Dean & DeSimone, P.C.

admin — Fri, 14 Apr 2017 08:09:22 +0000

“Does my Virginia LLC need to adopt an Operating Agreement?“

Christopher J. DeSimone, Partner of Gross, Romanick, Dean & DeSimone, P.C., discusses why the owners of an LLC in Virginia should adopt an Operating Agreement.

If you need assistance with the preparation or review of an Operating Agreement, or other business advice, call 703-273-1400 or send an e-mail to info@grddlaw.com.

LLC lawyer Fairfax, Virginia

Gross, Romanick, Dean & DeSimone, P.C.
3975 University Drive
Suite 410
Fairfax, Virginia 22030

Areas We Serve

District of Columbia
District of Columbia | Washington DC | DC

The post Does My Virginia LLC Need to Adopt an Operating Agreement? | Fairfax, Virginia | Gross, Romanick, Dean & DeSimone, P.C. appeared first on Gross, Romanick, Dean & DeSimone, P.C..