Virginia Resident Agent Service

Why Virginia requires a resident agent

Virginia sets an unusually tight rule. For a corporation, your resident agent has to be one of two things: an individual who lives in Virginia, has a business office that is the registered office, and is either a director or officer of the corporation or belongs to the Virginia State Bar; or a domestic or foreign entity with authority to do business in Virginia that is a stock or nonstock corporation, an LLC or a registered LLP, though no entity can act as its own resident agent. LLCs get a wider category of Virginia residents who may serve (§ 13.1-1015(A)(2)): a member or manager, or a member, manager, officer, general partner or trustee of an entity that is itself a member or manager; a member of the Virginia State Bar; or an 'officer of the limited liability company' who is at the registered office in business hours. Va. Code § 13.1-634(A)(2) (corporations); § 13.1-1015(A)(2) (LLCs); § 13.1-763 (foreign corporations)

What happens if you lapse

• Once a corporation's resident agent resigns, the Commission mails a notice if 31 days go by with no statement of change, and unless a new agent is in place when the second month after that notice closes, the corporation's existence terminates automatically, with the same automatic result for an LLC (§ 13.1-1050.2(B)). Va. Code § 13.1-752(B); parallel LLC provision at § 13.1-1050.2(B)
• A lapse in keeping a registered office or resident agent lets the Commission end a corporation's existence involuntarily, or an LLC's under § 13.1-1050.3(A)(2), and the property then passes to the directors, or to the managers or members, as trustees in liquidation. Va. Code § 13.1-753(A)(ii); parallel LLC provision at § 13.1-1050.3(A)(2)
• If its resident agent resigns and 31 days go by without a statement of change, a foreign corporation automatically loses its certificate of authority once the two-month notice period also runs, and the Commission can also revoke it involuntarily when no registered office or agent is maintained (§ 13.1-769(A)(2)). Va. Code § 13.1-768(C); § 13.1-769(A)(2)
• Reinstating within five years takes a $100 reinstatement fee plus every annual registration fee and penalty accrued up to the reinstatement date, and the $100 fee is the same for corporations, foreign corporations and LLCs. Va. Code § 13.1-754(B)(2)-(3); § 13.1-769.1(B)(2); § 13.1-1050.4(B)(2)
• Until it obtains a certificate of authority, a foreign corporation doing business in Virginia without one is barred from maintaining a proceeding in the state's courts. Va. Code § 13.1-758(A)
• If you are an officer, director or employee who knowingly transacts business in Virginia for a foreign corporation that lacks a certificate of authority, you personally face a penalty ranging from $500 to $5,000. Va. Code § 13.1-758(D)

Switching to us

We prepare and file the change of resident agent for you. Virginia charges no fee for an LLC SCC forms-and-fees, Virginia Limited Liability Companies and Foreign... and no fee for a corporation SCC forms-and-fees, Virginia Stock Corporations page and Foreign....

Official Virginia links

• Business entity search
• Statutes

Frequently asked

Do I need a resident agent in Virginia?

Almost every state does, and the Virginia rule is set out above with its citation. Where the law leaves a choice, a resident agent is still the practical way to make sure service of process reaches you.

How much does Virginia resident agent service cost?

$129 a year, with no setup fee, the same price in all 50 states plus DC, Puerto Rico and the U.S. Virgin Islands. Service of process is received and scanned the same business day.

Can I switch my Virginia resident agent to ResidentAgents.com?

Yes. Order online and we prepare the change of agent filing for you; the state's filing fee is shown on this page.