Registered Agents

Every Virginia and foreign business entity authorized to transact business in Virginia is required to continuously maintain in the Commonwealth a registered office and a registered agent. The sole duty of the registered agent is to forward to the business entity at its last known address any process, notice or demand that is served on the registered agent.

Q1. Who can be the registered agent of a business entity in Virginia?

Q2. What is the registered office?

Q3. What is the county or independent city in which the registered office is located?

Q4. How can a business entity change its registered agent or registered office?

Q5. Can a person resign as registered agent of a business entity?

Q6. Can the Clerk of the Commission be the registered agent of a business entity?

Q7. How can I find someone who is willing to serve as the registered agent?

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1. Who can be the registered agent of a business entity in Virginia?

An individual who so consents can be appointed the registered agent of a Virginia business entity or a foreign business entity authorized to transact business in Virginia if, and only if:

1. The person is a resident of Virginia; and
2. The person is a member of the Virginia State Bar or is a part of the management of the business entity (e.g. an officer or director of a corporation, a member or manager of a limited liability company, a trustee of a business trust, a general partner of a limited partnership, or a partner of a registered limited liability partnership).

A Virginia business entity or a foreign business entity that so consents and that is authorized to transact business in Virginia may also serve as the registered agent of another business entity, but it may not serve as its own registered agent.

Q2. What is the registered office?

The registered office is defined as the registered agent’s business office, which must be located in Virginia. If a proposed registered agent does not maintain a business office in Virginia, you will need to find a registered agent who does maintain a business office in Virginia (and who is otherwise qualified to serve as the registered agent).

Virginia’s statutory scheme contemplates that the registered agent will be available at the registered office to accept process and notices for a business entity during normal business hours. Accordingly, a registered office cannot be located at a Post Office box (although an exception is made for towns whose population is 2,000 or less).

When listing the address of the registered office, you must include a street address if one is associated with the location. You must also list the complete address for the location, including city or town, state and zip code, and the county or independent city in which the registered office is located. (See the next question for more information on counties and cities.)

To accommodate registered agents who maintain a Post Office box for the receipt of mail, the registered office address may include the Post Office box number with the street address (e.g., 123 Main Street, P.O. Box 456, Any Town, Virginia, 23218).

Q3. What is the county or independent city in which the registered office is located?

In Virginia, counties and certain independent cities are separate legal jurisdictions. You will need to determine the jurisdiction in which the registered office is located. The registered agent you are appointing should be able to provide you with this jurisdictional information. This information is required to be set forth with the listing of the registered office address.

Note: The city or town in the address of the registered office is not always indicative of the jurisdiction in which the registered office is located. For example, a “Richmond, Virginia” address may be located in the City of Richmond (an independent city), or it may be located in Henrico County or Chesterfield County.

Q4. How can a business entity change its registered agent or registered office?

To change your registered agent and/or registered office, you will need to obtain a pre-printed form from the Office of the Clerk, titled “Statement of Change of Registered Agent and/or Registered Office.”

You may request the form on-line by visiting Business Entity Forms & Fees and finding the Statement of Change form for the appropriate entity type. Next to the listing, there is a link for an Electronic Forms Request. There you will also find information on how to contact the Clerk’s Office for the form.

Once you have the form, read the instructions to make sure you have it properly completed and executed. After it is signed, forward it to the Office of the Clerk. There is no fee to file a Statement of Change form!

Q5. Can a person resign as registered agent of a business entity?

Yes. You need to file a Statement of Resignation of Registered Agent. A form for this purpose may be obtained by visiting Business Entity Forms & Fees and finding the Statement of Resignation form for the appropriate entity type.

There is no fee associated with the filing of a Statement of Resignation. However, by law, you must send a copy of the statement to the principal office of the business entity by certified mail. Also, the resignation is not effective until the 31st day after the date on which the statement was filed.

Q6. Can a business entity appoint the Clerk of the Commission to be its registered agent?

No. You must have the consent of the person you want to appoint as the registered agent before making the appointment. The Clerk of the Commission does not consent to any such appointments.

Q7. How can I find someone who is willing to serve as the registered agent?

One way is to use the Internet. Using any search engine, search the term “registered agent Virginia.” This will bring up entries for a number of attorneys, law firms and other individuals and businesses that are willing to serve as the registered agent for a business entity in Virginia.

Another method is to contact the Virginia State Bar’s Lawyer Referral Service at (804) 775-0808.