Virginia Foreign Registration / Registered agent
Registered agents in Virginia: who qualifies and how to change one
Without a break, a registered foreign LLC keeps a registered office and a registered agent, the $100 registration depending on it. Replacing either costs nothing at the Commission, and an agent resigns free of charge. The Code recognizes three kinds of agent. We can act as the second kind.
The registered office
The LLC maintains continuously a registered office that may be the same as any of the LLC's places of business.
Three kinds of agent
The first is an individual who lives in Virginia, whose business office is the registered office, and who is a member or manager of the LLC, a member or manager of an LLC that is a member or manager of it, an officer or director of a corporation that is, a general partner of a partnership that is, a trustee of a trust that is, or a member of the Virginia State Bar. The second is a corporation, nonstock corporation, LLC or registered limited liability partnership authorized to do business in Virginia, with its business office at the registered office, that is not the LLC itself and that names in a notarized writing one or more people at that office to receive service. The third is a Virginia resident who is an employee of the LLC, other than a member or manager, designated in writing as the person to receive service and available during regular business hours at the registered office.
What an agent change files, and at what cost
| Occasion | Form number | Cost |
|---|---|---|
| Change the registered office or agent | Form LLC1016 | No fee |
| Agent resigns | Form LLC1017 | No fee |
| Change the principal office | Form LLC1018.1 | No fee |
All three are listed by the Commission with no fee.
What the agent must do
The agent's sole duty is to forward to the LLC at its last known address any process, notice or demand served on the agent. Nothing in the statute makes the agent responsible for the LLC's compliance.
How a change is made
A registered office or agent changes on a statement of change on the Commission's form, and one must be filed at once when the agent dies, resigns or stops meeting the requirements.
How a resignation works
A registered agent resigns by filing a signed statement of resignation with the Commission and certifying that a copy goes to the LLC's principal office by certified mail on or before the next business day; it takes effect at 12:01 a.m. on the thirty-first day after filing, or earlier when a statement of change appointing a new agent is filed.
If the agent resigns and nobody replaces it
A statement of change must follow within 31 days of a resignation, or the Commission mails notice of impending cancellation, and the registration is automatically canceled if the statement of change is not filed by the last day of the second month after the notice month.
The principal office
A statement of change is filed a statement of change is filed forthwith whenever the principal office address stops being the office where the principal executive offices are located. It costs nothing.
Corporations
A foreign corporation names a registered agent too. The agent can be a Virginia resident who serves the corporation as an officer or director, or who belongs to the State Bar; an authorized entity with its office at the registered office also qualifies. The agent quits by filing a statement, which takes effect on day thirty-one or when a replacement is filed, whichever is first.
When the individual agent is a lawyer
A member of the Virginia State Bar can be the individual agent if the member lives in Virginia and the registered office is the member's business office.
An entity as agent
An entity agent cannot be the LLC itself. It must designate in a notarized writing one or more natural persons at its office to receive process, and it must keep at least one such person there.
An employee as agent
An employee who is neither a member nor a manager can be the agent if the LLC designates the person in writing and the person lives in Virginia and is available during regular business hours at the registered office.
Why keep the record current
Process served on the agent is process served on the LLC. A stale agent record sends legal papers to the wrong hands, and a missing agent can lead to cancellation.
Agent questions
Who may be the agent?
A qualifying Virginia resident, an authorized entity at the registered office, or a designated employee who lives in Virginia.
What does changing the agent cost?
Nothing.
What does resigning cost?
Nothing.
May the registered office be a place of business?
Yes.
What you pay
Register in Virginia
Virginia
$199
+ $100 Virginia fee
- Form LLC1052, completed from a short questionnaire
- Your certified copy of the articles, ordered so its date is still current
- Registered agent in Virginia, if you want ours
- Your certificate of registration, forwarded when it issues
- Renewal: after the first year, the agent service renews at $149 a year
$100 is Virginia's fee for an LLC. Corporations and other entities pay their own fees, listed on the fees page. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- SCC, foreign limited liability company forms and fees
- SCC, foreign business entities FAQ
- SCC, foreign registration checklist
- SCC, charter fee and entrance fee schedule for domestic and foreign corporations
- Code of Virginia 13.1-615.1, charter and entrance fees for corporations
- Instructions to Form SCC759/921, application for certificate of authority
- SCC, foreign limited partnership forms and fees
- State Corporation Commission, Office of the Clerk
- Code of Virginia 13.1-1051 to 13.1-1059, foreign limited liability companies
- Code of Virginia 13.1-1062, annual registration fees of limited liability companies
- Code of Virginia 13.1-1015, registered office and registered agent
- Code of Virginia 13.1-1016 and 13.1-1017, change and resignation of registered agent
- Code of Virginia 13.1-1018.1, change of principal office
Working in Virginia?
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