Last updated
Virginia's registered agent rule is narrower than a plain residence test. Living in Virginia is not enough for an individual. The person also needs a link to the company, or must be a lawyer in the Virginia State Bar. The rule is in Code of Virginia section 13.1-1015, part of the Virginia Limited Liability Company Act. Filings go to the State Corporation Commission (SCC). For search tips, annual registration fees and formation steps, see our Virginia business guide.
Three kinds of agent under section 13.1-1015
Each Virginia LLC, and each foreign LLC registered in Virginia, must continuously maintain a registered office and a registered agent in the Commonwealth. The office may be one of its places of business. The agent must fit one of these groups.
An individual Virginia resident who is one of these:
- a member or manager of the LLC;
- a member or manager of an LLC that is a member or manager of the LLC;
- an officer or director of a corporation that is a member or manager;
- a general partner of a partnership that is a member or manager;
- a trustee of a trust that is a member or manager;
- a member of the Virginia State Bar.
The person's business office must be the registered office.
A business entity: a stock or nonstock corporation, LLC or registered limited liability partnership authorized to do business in Virginia, with its business office at the registered office. It cannot be its own registered agent. It must name, in a notarized instrument, one or more natural persons at its office who can accept service, and keep at least one of them there.
A designated officer: a Virginia resident employee, not a member or manager, whom the LLC names in writing to accept service. That person, or someone they designate, must be at the registered office during regular business hours.
What this means for owners
If you live in Virginia and are a member or manager, you can be your own agent. If you live elsewhere, you need a Virginia lawyer, an entity that qualifies, or a Virginia resident with one of the listed roles. Non-resident owners should plan for this before filing. Our guide to LLCs for non-residents covers the wider picture.
What the agent does
Section 13.1-1015(B) says the sole duty of the registered agent is to forward any process, notice or demand served on it to the LLC at its last known address. Under section 13.1-1018 the agent is the LLC's agent for service of process, notice or demand.
Filing a change with the SCC
Use the statement of change, form LLC1016 (section 13.1-1016). It lists:
- the LLC's name;
- the current registered office address;
- the new office address, with street and number, and the city or county, if it is moving;
- the current agent's name;
- the new agent's name, if the agent is changing;
- a statement that the LLC will meet section 13.1-1015 after the change.
You must file it right away if your agent dies, resigns or no longer qualifies. An agent may sign the statement itself when only its own address or legal name changes. The SCC's LLC forms and fees page lists:
| Filing | Fee |
|---|---|
| LLC1016, update registered office or change registered agent | No fee |
| LLC1017, resign as registered agent | No fee |
The forms page offers online filing for both.
Resignation, and running with no agent
A resigning agent files LLC1017 and certifies that a copy will go by certified mail to the LLC's principal office (section 13.1-1017). The resignation takes effect at 12:01 a.m. on the thirty-first day after filing, or earlier if the LLC files a statement of change naming a new agent. The registered office ends with it.
With no agent, or an agent who cannot be found at the registered office with reasonable diligence, the clerk of the Commission becomes the LLC's agent for service (section 13.1-1018). The SCC's service of process page explains the clerk's role as statutory agent. The company can also lose its active standing. The SCC's reinstatement FAQ gives "your registered agent resigned, and you did not file a statement of change appointing a new registered agent" as one reason a business is terminated or cancelled. Check a company's state with a status search.
Finding a Virginia company's agent
The SCC says to search CIS to find a business entity's registered agent and the registered office where the agent can be found. The entity record shows both. Our registered agent lookup guide walks through the search, and the registered agent overview compares Virginia with other states.
Forming a new company? See how to start an LLC in Virginia.