Virginia Registered Agent Service for the State Corporation Commission Rules

Virginia files LLCs with the State Corporation Commission, Office of the Clerk, through the Clerk's Information System. Articles of Organization are Form LLC1011, revised 01/26, under Va. Code sections 13.1-1010 and 13.1-1011, and the filing fee is $100 online or on paper. The form is published as a Word file, not a PDF.

Virginia says registered agent at a registered office, under section 13.1-1015. The Articles name the agent, give the basis on which the agent qualifies in a single box, and give the registered office, which the form says must be identical to the business office of the registered agent, with its county or city. They also list the principal office and the organizers' signatures, and they list no members.

The SCC's FAQ says the agent accepts official paperwork such as service of process and annual registration fee notices, and that communications from the Commission are sent to the registered office. Under section 13.1-1015(B) 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. The same agent service is open to corporations, LPs, LLPs and nonprofits, though the cites on this page are the LLC provisions.

An individual agent must be a Virginia resident whose business office is the registered office, and must be one of a few types. That means a member or manager of the LLC, or of an entity that is its member or manager, or an officer, director, general partner or trustee of one, or a member of the Virginia State Bar. A Virginia resident who is an officer of the LLC, or an employee other than a member or manager who is designated in writing, also fits.

The other route is a corporation, LLC or registered LLP authorized in Virginia, which shall not be its own registered agent. That route also requires the agent to designate, in a notarized writing, one or more natural persons at its office on whom process may be served, and to keep at least one of them at that office. The form says the LLC cannot act as its own registered agent.

A friend or relative who is none of these cannot serve.

The registered office is a physical Virginia address with a county or city. The form's instructions say a virtual office, mail drop or commercial mail receiving agency is not acceptable. A P.O. box is accepted only in a town of under 2,000 people with no street address, and only when filing on paper.

The SCC's FAQ for registered agents says agents must be available during normal business hours, and for an agent who is an officer of the LLC, the statute says that officer or a natural person the agent designates must be available during regular business hours at the registered office. The FAQ also says the registered office address is part of the public record.

For an owner who travels or works from the road, normal business hours at a fixed address is a real constraint.

A Virginia resident who is a member or manager of the LLC can be its agent at no direct cost. So can a member of the Virginia State Bar handling their own entity. Both put an address on the registered office line, which is part of the public record, so a home office becomes a published home address.

A commercial agent that is a Virginia-authorized business meets the entity route, so no member, manager or attorney has to take the role personally, and its address stands in for yours on the record.

The Commission mails the annual registration fee assessment to the registered agent at the registered office address on file, two months in advance of the due date. The SCC's fee page also says you may not pay the fee before you have been assessed.

You can pay online in the Clerk's Information System, with no processing fee for online payments, or by mail or in person. If the registered office address is stale, the assessment goes there and nobody who needs to act on it sees it.

That makes the agent record part of the annual routine, not a separate task to check once and forget.

The change is a Statement of Change on Form LLC1016, and the forms page lists updating your registered office address or changing your registered agent at no fee. Filed online in the Clerk's Information System, it posts in real time, and once the Clerk's Office has recorded it you receive an Acknowledgement of Change. Under section 13.1-1016, the LLC has to file it forthwith whenever its agent dies, resigns or stops meeting the requirements.

The registered office has to be identical to the new agent's business office. Get the new agent's agreement first.

When you move to Mainstay we prepare and file the Statement of Change, and there is no state fee to pass along. If the agent stays and only the office moves, section 13.1-1016(C) lets the agent file that update.

A Virginia agent resigns on Form LLC1017, with no fee. The statement certifies that the agent will have a copy mailed to the LLC's principal office by certified mail by the business day after it is filed. Under section 13.1-1017 it takes effect on the earlier of 12:01 a.m. on the 31st day after filing or the date a statement of change appointing a registered agent is filed, and when it takes effect the registered office is discontinued as well.

The SCC's FAQ says you have 31 days to appoint a new registered agent. If you do not, the business status changes to pending inactive. If that is not resolved by the last day of the second month after the notification, the status changes to terminated, revoked or canceled automatically.

If an LLC fails to appoint or maintain a registered agent, or the agent cannot with reasonable diligence be found at the registered office, section 13.1-1018 makes the clerk of the Commission an agent of the LLC on whom service may be made. Line up the replacement before the old agent steps away. The new one has to meet the qualification rule on its own.

The registered office and the principal office are two different lines on the Articles. The registered office has to be a Virginia address identical to the agent's business office. The principal office is a physical address as well, and the form says you may not use a post office box.

Updating one leaves the other untouched. The operating agreement is not filed with the SCC either. Instead, the LLC must keep a current list of the full name and last known address of each member at its principal office, under section 13.1-1002 and the FAQ.

None of that is held by the agent. It stays with you, wherever the principal office is.

Virginia agent service from Mainstay costs $149 a year and renews at the same $149, with compliance reminders. The annual registration fee, $50 and due by the last day of your formation anniversary month, is not paid or filed under this service. A new Virginia company can use the $199 formation package, which handles that annual state filing, includes the agent, and adds the Articles of Organization and your EIN application.

Mainstay's Virginia address would be on the public record. We scan any service of process and upload it the same business day, and that carries no fee. Government mailings get three free scans a year, then a per-piece scan or shipping fee applies, and no tier includes free physical forwarding.