COVID-19 Procedures: All business with the Commission should be through electronic filing systems, email, or by telephone. For public health safety, in-person visits to SCC offices are suspended. Filings or other deliveries are permitted by drop off at main entrance. On-site staff is minimal and processing of such deliveries may be delayed.
Registered Agent, Registered Office, & Principal Office
A registered agent is an individual or company that accepts official paperwork such as service of process (lawsuits) and annual registration fee notices. Every authorized Virginia business must maintain a registered agent.
Registered agents must meet the following requirements:
- Be a Virginia resident
- Have a Virginia physical business address, registered office
- Be available during normal business hours
In addition, registered agents must meet one of these qualifications:
- A member of the Virginia State Bar
- A member of the business entity’s management, examples include:
- 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
You may use a third-party business such as a law firm or a service company to act as your registered agent. Keep in mind that a business entity cannot act as its own registered agent.
Yes. Registered agents are required to meet qualification requirements listed in the previous question and provide a Virginia registered office address.
Start with an internet search using the term “registered agent Virginia”. Search results will include attorneys, law firms, individuals and businesses who are willing to act as your registered agent. You may also contact VA State Bar Lawyer Referral Service at (804) 775-0808.
Registered agents can:
- Change their legal name, registered office address or their qualification by submitting a Statement of Change of a Registered Agent and/or Registered Office
- Resign by submitting Statement/Certificate of Resignation of Registered Agent
Registered agents can submit additional filings if they are authorized by the business principal.
The registered office is the Virginia business office for the registered agent who receives important documents such as service of process (lawsuits) and annual registration fee notices at that location. Because this agent must be physically present to receive documents, a Post Office box is not acceptable*.
The registered office address is part of the public record.
A registered office must include a complete address includes the street number and name, city, state, zip code and the locality. A locality is the county or independent city in Virginia where the registered office is located.
*Post Office Boxes are only acceptable for cities/towns that have a population of less than 2,000 and no street address is associated with the location. If you use a Post Office address and meet the population requirement, you will only be able to file using paper.
You have two options for changing your registered agent and registered office information:
- use the Clerk's Information System for real-time changes
- Helpful Hint: How-to Change a Registered Agent/ Office for a Virginia Entity Guide and How-to Change a Registered Agent/ Office for a Foreign Entity Guide provide step-by-step instructions
- submit an Online Forms Request for Statement of Change of a Registered Agent And/or Registered Office to have a form sent to you to complete and mail back.
Once the Clerk’s Office has recorded the change, you will receive an Acknowledgement of Change.
Yes. A registered agent has two options for completing a Statement/Certificate of Resignation of Registered Agent:
- making the change in real-time with the Clerk's Information System
- Helpful Hint: Resignation for Virginia Business provides step-by-step instructions
- submitting a paper form
The registered agent must send a copy of the form by certified mail to the principal office.
The resignation is effective on the 31st day after the statement was filed.
You have 31 days from the time the filing was completed to appoint a new registered agent.
If a registered agent is not appointed by then, you will receive a notification that your business status changed to pending inactive. If this is not resolved by the last day of the second month after receiving the notification, your business status will change to terminated, revoked, or canceled automatically. (See Reinstatements for information on how to reactivate.)
Go to How do I change my registered agent or registered office address? for additional information.
The Principal Office is the location of the principal executive offices of the Limited Liabilities Companies (LLC) or Corporations.
- LLC: Required to keep a current list of the full name and last known address of each member of the LLC, as well as the other limited liability company information and records.
- Corporation: Required to make available certain corporate records at the principal office.
Limited Liability Companies can change their principal office address by either:
- making the change in Clerk's Information System
- Helpful Hint: Change Principal Office Address provide step-by-step instructions
- submitting an Online Forms Request for Statement of Change of the Principal Office Address
Corporations can change their principal office address by submitting an Annual Report with changes for a corporation or amending the Annual Report. (See Annual Report FAQs for more information.)