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Office of the Clerk

Frequently Asked Questions

Registered Agents

What is a registered agent, and why do I need one?

What is the registered office?

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

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

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

Can a registered agent or registered office be changed?

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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:

  1. The individual is a resident of Virginia;
  2. 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 partnership); and
  3. 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 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, 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, Virginia, 23218).

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.

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.

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 Office of the Clerk, 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 through SCC eFile. You will need to establish a user account.

Upon request, the Clerk's Office will also generate a 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 Office of the Clerk.

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 SCC eFile. It also may be obtained by going to 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, 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.