Frequently Asked Questions
What is a registered agent, and why do I need one?
Every Virginia and foreign business entity authorized to transact business in Virginia
is required by law to continuously maintain in the Commonwealth a registered office
and a registered agent. The sole statutory 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. A business entity may not have, at any given
time, more than one person serving as its registered agent in Virginia.
An individual can serve as the registered agent of a Virginia business entity or
a foreign business entity that is (or will be) authorized to transact business in
Virginia if, and only if:
- The individual is a resident of Virginia;
- The individual 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
- The individual agrees to serve as the business entity’s registered agent.
A Virginia business entity or a foreign business entity that is authorized to transact
business in Virginia may also serve as the registered agent of another business
entity if it agrees to serve in the capacity. A business entity may not, however,
serve as its own registered agent.
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, then that person cannot serve as the registered agent
of your business entity.
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
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, in addition to the street address,
a Post Office box number, provided that the Post Office box is located in the same
city or town as the street address (e.g., 123 Main Street, P.O. Box 456, Any Town,
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.
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.
How can I find someone who is willing to serve as the registered
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
Lawyer Referral Service, a for-fee service of the Virginia State Bar, at (804) 775-0808.
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.
Can a registered agent or registered office be changed?
A business entity's registered agent and/or registered office can be changed by
filing, in the Clerk's Office, a prescribed form titled “Statement of Change
of Registered Agent and/or Registered Office.” Generally, this form will need to
be signed by a person who is associated with the management of the business entity,
but it can be signed by the registered agent when only the address of the registered
office is being changed.
A Statement of Change costs nothing to file, and it can be completed and filed electronically
Upon request, the Clerk's Office will also generate a paper Statement of Change form and
mail it to you. The form may be requested on-line by using this link to
make an Electronic Forms Request or you may request the form by
contacting the Clerk's Office. Please read the instructions carefully
to make sure the form has been properly completed and signed before it is returned
to the Clerk’s Office.
Can a person resign as registered agent of a business entity?
Yes. To resign, the registered agent will need to file a "Statement of Resignation
of Registered Agent." This form may be completed and filed electronically through
CIS. It also may be obtained
by going to Business Entity Forms & Fees and
finding the Statement of Resignation form for the appropriate entity type.
By law, the resigning registered agent must send a copy of the statement to the
principal office of the business entity by certified mail. Also, the resignation
does not become effective until the 31st day after the date on which the statement
is filed in the Clerk's Office.