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Has My Business Been Properly Served With A Lawsuit?

If you own a Virginia corporation or limited liability company (“LLC”) that is being sued, it is essential to know if service has been properly perfected on your company. “Perfecting service of process” occurs when the formal summons, warrant, complaint, writ or other legal paperwork issued by the court (the “process”) has been delivered to a party to the case in accordance with the law. Since a court cannot exercise its jurisdiction over a matter until service is perfected, the obligation of a corporation or LLC to respond to a lawsuit is triggered only when service of process is perfected.

In Virginia, a corporation may be served by personal service on the registered agent or on any officer or director. An LLC may be served by personal service on the registered agent or on any officer, director, staff member, or agent of the LLC. Only the registered agent is required by law to be available for service at the registered office listed with the Virginia State Corporation Commission (“SCC”). The registered agent may designate other persons in the registered office as authorized to accept service on the registered agent’s behalf. If the registered agent cannot be found with “reasonable diligence” at the registered office, then process can be served on the SCC as the statutory agent of the corporation; however, if the registered office is a single-family dwelling, then the process can also be served by posting on the front door of the dwelling or by personal service on an adult family member residing in the dwelling. All other persons must be personally served in order for service on the entity to be valid (i.e. process server directly hands process to individual).

If a corporation or LLC fails to keep current its principal office address and/or registered office address with the SCC, the entity can be served without ever receiving the process if the SCC is served as the statutory agent of the entity. The reason is that upon receipt of the process from the plaintiff, the SCC will merely mail the process to the last known principal office address of the entity. It is for this reason that we advise all of our business clients to use our law firm as the registered agent and registered office of the entity. See our video on this subject HERE.

Foreign corporations and LLCs doing business in Virginia are required to obtain a certificate of authority from the SCC and to maintain a registered agent and registered office in Virginia. If they fail to do so, the SCC becomes the statutory agent for service of process. In addition, unregistered entities transacting business in Virginia can be served by “long-arm” service on the Secretary of the Commonwealth, which is also deemed the statutory agent of the entity. In both instances, service is perfected when the statutory agent mails the process to the last known principal office address of the entity provided by the plaintiff.

In most cases the plaintiff must perfect service without the cooperation of the defendant. Although rarely used, Virginia Code Section 8.01-286.1 allows the plaintiff to request a waiver of service of process from the defendant. A defendant who receives actual notice and a request for the waiver has a duty to avoid any unnecessary costs by agreeing to the waiver. Failure to agree to the waiver may subject the defendant to paying the costs of perfecting service.

It is important to know if and when service of process has been perfected so that your company understands whether it must respond or risk a default judgment. It is important to consult with an experienced litigation law firm if your company has been sued.

 

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The attorneys of Gross & Romanick, P.C. possess substantial litigation experience in both civil and criminal matters. We regularly appear in the state and federal courts of Virginia, Maryland and the District of Columbia.

Please consider our law firm for all of your business legal needs, including registered agent services, litigation, contract review, buying and selling businesses, business start-up and formation, commercial leases, evictions, employment matters, and debt collection. Go to www.gross.com to learn more about us. Call us at 703-273-1400 or send an e-mail to law@gross.com.

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About Our Law Firm

Gross & Romanick, P.C. is a law firm located in Fairfax, Virginia. Since 1980, our attorneys have dedicated themselves to providing cost efficient legal services to individuals and businesses in Northern Virginia and the Washington, D.C. Metro Area. We meet our clients’ needs by applying hard work with integrity to find creative and practical legal solutions. Our extensive business litigation experience, and our understanding of the transactional mistakes that often lead to expensive courtroom battles, helps us to advise our clients on business deals and the resolution of commercial disputes. To learn more about our firm, visit: www.gross.com or call us at 703-273-1400