When Is a Change of Registered Agent Required in Virginia?
A business entity registered with the Virginia State Corporation Commission — whether formed in Virginia or qualified as a foreign entity — is obligated to submit a statement of change any time it needs to designate a new registered agent, modify its registered office address, or accomplish both updates simultaneously. Under the Code of Virginia (Va. Code) § 13.1-635, a corporation may change its registered agent or registered office by filing a statement of change on a form prescribed and furnished by the Commission. Parallel obligations apply to limited liability companies under Va. Code § 13.1-1016, limited partnerships under Va. Code § 50-73.5, registered limited liability partnerships under Va. Code § 50-73.135, business trusts under Va. Code § 13.1-1221, and each of their foreign counterparts registered to transact business in the Commonwealth.
Every filing entity — whether organized domestically or registered as a foreign entity — must continuously maintain both a registered agent and a registered office in Virginia. The registered agent accepts service of process, tax notices, annual registration fee assessments, and compliance correspondence from the Commission on the entity’s behalf. Any lapse in registered agent coverage exposes the entity to the risk of involuntary termination, automatic cancellation, or revocation of its certificate of authority, depending on the entity type, along with the practical risk that lawsuits and official notices go undelivered.
The following circumstances typically require an entity to file a statement of change:
- The current registered agent resigns from the appointment
- The current registered agent dies or ceases to be a Virginia resident
- The registered agent’s business address changes to a different location within the Commonwealth
- The registered agent is no longer available at the registered office during normal business hours
- The entity voluntarily selects a different registered agent
- The registered agent no longer satisfies the eligibility requirements of Va. Code § 13.1-634
Virginia draws no distinction between a voluntary change and one compelled by circumstances — the filing obligation is identical regardless of the reason. Under Va. Code § 13.1-635(B), a corporation “shall forthwith” file a statement of change whenever its registered agent dies, resigns, or ceases to satisfy the statutory requirements.
Grounds for Changing Your Registered Agent in Virginia
The most common reasons Virginia entities file a statement of change fall into a small number of recurring situations. The table below pairs each ground with the filing that resolves it.
| Ground | Filing Required |
| Registered agent resigns | Statement of change appointing a new agent |
| Registered agent dies | Statement of change appointing a new agent |
| Registered agent moves out of Virginia | Statement of change appointing a new agent |
| Registered agent’s address changes within Virginia (same agent continues) | Statement of change updating the registered office address — may be signed by the agent under Va. Code § 13.1-635(C) |
| Entity switches to a professional registered agent service | Statement of change appointing the new service as agent |
| Registered agent no longer available during business hours | Statement of change appointing a new agent or correcting the address |
| Registered agent’s name legally changes | Statement of change reflecting the new name — may be signed by the agent |
| Entity voluntarily selects a different registered agent | Statement of change appointing the new agent |
An entity’s registered agent name and registered office address are part of the public record maintained by the Commission and are searchable through the Clerk’s Information System. Outdated or inaccurate information should be corrected promptly by filing the appropriate statement of change to ensure that service of process and official correspondence reach the entity without delay.
Virginia Registered Agent Change Requirements
Before filing the statement of change, the entity must confirm that the proposed new registered agent and registered office satisfy Virginia’s statutory eligibility requirements.
Eligibility of the New Registered Agent
- Option A – Individual: A natural person who is a resident of the Commonwealth of Virginia and who is either (i) an officer or director of the entity or (ii) a member of the Virginia State Bar. The individual’s business office must be identical with the registered office.
- Option B – Organization: A domestic or foreign stock corporation, nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office. An entity registered agent (a) may not serve as its own registered agent and (b) must designate in a notarized written instrument one or more natural persons at the registered office upon whom process may be served.
Virginia’s eligibility standards are narrower than those of many states. An individual agent must be either an officer or director of the entity or a member of the Virginia State Bar — a mere Virginia resident without one of these qualifications does not satisfy the statute.
Registered Office Address
The registered office must be a physical street address in Virginia where the registered agent can be personally served during normal business hours. A P.O. Box is generally not acceptable. The registered office address must be identical to the business office address of the registered agent.
Note: Virginia permits a P.O. Box as a registered office only in a city or town with a population of less than 2,000 where no street address is associated with the location. For all other entities, a physical street address is mandatory.
Consent of the New Registered Agent
The entity must obtain the consent of the designated person or organization before filing the statement of change. Virginia does not require a separate consent form to be filed with the Commission — the entity retains evidence of consent in its own records. By signing and delivering the statement of change, the authorized officer affirms that the entity will be in compliance with the registered agent requirements after the change takes effect.
Execution
The statement of change must be signed by an officer or other individual authorized to act on behalf of the entity. The filing does not require notarization.
How to File a Statement of Change of Registered Office/Agent
Virginia entities file a statement of change using entity-specific forms prescribed by the Commission. The Commission designates a different form number for each entity type, though the content and structure are substantially identical. The forms for each entity type are accessible through the Commission’s Forms and Fees pages.
The applicable form numbers are:
- Corporations (domestic and foreign, stock and nonstock): SCC635/834
- Limited liability companies (domestic and foreign): LLC1016
- Limited partnerships (domestic and foreign): LPA73.5
- Registered limited liability partnerships (domestic and foreign): UPA135
- Business trusts (domestic and foreign): BTA1221
Each form collects the following information:
- Entity identification fields: The entity’s exact legal name as it appears in the Commission’s records, the entity’s SCC identification number, and the current registered agent name and registered office address on file.
- Change fields: If the registered agent is being changed, the name of the new registered agent. If the registered office is being changed, the new post office address including street number and name, city or county, state, and zip code.
- Compliance statement: A statement that after the change is made, the entity will be in compliance with the registered agent and registered office requirements of the applicable statute.
- Signature and date: An officer or other authorized person signs on behalf of the entity.
Online filing through the Clerk’s Information System (CIS) is the Commission’s preferred method. The CIS portal collects the required information directly and prevents common errors. To file online, the filer must first create a CIS account by providing personal information and creating a username and password.
Note: Paper forms for the statement of change are not available for download from the Commission’s website. Entities that prefer to file on paper must request a form from the Clerk’s Office.
Filing Method: Online vs. Mail
The statement of change may be filed with the Commission online, by mail, or in person. The table below summarizes each method.
| Method | Details |
| Online | File through the Clerk’s Information System (CIS) at cis.scc.virginia.gov. Requires a CIS account. Eliminates Clerk’s Office review for most filings and prevents common errors. |
| Send the completed paper form to State Corporation Commission, P.O. Box 1197, Richmond, VA 23218. | |
| In Person | Deliver the completed form to 1300 E. Main St., Richmond, VA 23219. In-person service is available from 8:30 to 10:30 a.m., Monday through Friday, excluding scheduled closings. |
The Commission strongly encourages online filing through CIS, which processes many filings in real time and eliminates the manual review step. Paper submissions are subject to longer processing times and do not qualify for expedited services. Expedited processing is available only for online filings: next-business-day service costs $50 or $100, and same-business-day service costs $200.
Registered Agent Change Filing Fees by Entity Type
Virginia does not charge a filing fee for a statement of change of registered agent or registered office. This applies uniformly across all entity types — a distinguishing feature of Virginia’s filing system.
| Entity Type | Form | Filing Fee |
| Domestic stock corporation | SCC635/834 | No fee |
| Foreign stock corporation | SCC635/834 | No fee |
| Domestic nonstock (nonprofit) corporation | SCC635/834 | No fee |
| Foreign nonstock corporation | SCC635/834 | No fee |
| Domestic limited liability company | LLC1016 | No fee |
| Foreign limited liability company | LLC1016 | No fee |
| Domestic limited partnership | LPA73.5 | No fee |
| Foreign limited partnership | LPA73.5 | No fee |
| Domestic registered limited liability partnership | UPA135 | No fee |
| Foreign registered limited liability partnership | UPA135 | No fee |
| Domestic business trust | BTA1221 | No fee |
| Foreign business trust | BTA1221 | No fee |
| Professional stock corporation | SCC635/834 | No fee |
| Professional limited liability company | LLC1016 | No fee |
The Commission also charges no fee for the registered agent resignation form. If filing online, there is no filing fee to process through CIS. Expedited processing fees — $50 or $100 for next-business-day and $200 for same-business-day — are separate optional charges and are nonrefundable.
Effective Date of a Registered Agent Change in Virginia
The effective date of a statement of change depends on when the Commission issues its acceptance.
Immediate effect: Under Va. Code § 13.1-605, a document that requires a certificate from the Commission becomes effective when the Commission issues its order finding that the document complies with the requirements of law and that all required fees have been paid. Because no fee is due for a statement of change of registered agent, the Commission processes these filings upon receipt, and online filings submitted through CIS are often accepted in real time.
Virginia does not provide a delayed effective date option or a future-event condition for the statement of change of registered agent or registered office. The change becomes effective when the Commission accepts the filing, and the former agent’s authority terminates at that point.
On acceptance, the statement of change operates as an update to the entity’s record on file with the Commission. The entity’s articles of incorporation, articles of organization, certificate of limited partnership, or foreign registration statement are updated to reflect the new registered agent and registered office information.
Changing the Registered Agent Address Without Changing the Agent
When a registered agent’s own address changes — but the same individual or organization continues to serve — the agent itself may sign and file the statement of change rather than requiring each represented entity to file separately. Under Va. Code § 13.1-635(C), a corporation’s registered agent may sign a statement of change if “the business address of the registered agent changes to another post office address within the Commonwealth” or “the name of the registered agent has been legally changed.” The same authority is granted to LLC registered agents under Va. Code § 13.1-1016(C) and to agents of other entity types under their respective statutes.
In either case, the agent must “forthwith” file the statement of change and must recite in the filing that a copy of the statement will be mailed to the principal office address of the entity on or before the business day following the day on which the statement is filed.
A separate scenario arises when the former registered agent is a business entity that has been merged into a new entity. In that case, the surviving entity may sign and submit the statement of change on behalf of each entity it now represents, provided the instrument of merger is on record with the Commission and the surviving entity qualifies to serve as a registered agent.
The following table compares the entity-filed statement of change and the agent-signed statement of change:
| Feature | Entity-Filed Statement of Change | Agent-Signed Statement of Change |
| Filed by | The entity’s authorized officer | The registered agent itself |
| Purpose | Change the agent, the office address, or both | Update the registered office address or reflect a legal name change of the agent |
| Can appoint a new agent | Yes | No |
| Covers multiple entities in one filing | No — one filing per entity | One filing per entity, but the agent files on behalf of each represented entity |
| Prior written notice to entity required | Not required by statute | Agent must mail a copy to the entity’s principal office on or before the next business day |
| Signed by | Entity’s authorized officer | The registered agent |
Note: Virginia does not provide a single multi-entity filing for agent-initiated address changes. The agent must file a separate statement of change for each represented entity, though the agent — rather than each entity’s officer — signs and submits each filing.
What Happens After the Change Is Filed
Once the Commission accepts the statement of change, several consequences follow:
- The entity’s registered agent and registered office information is updated in the Commission’s records and becomes part of the entity’s public filing history.
- The updated information becomes searchable through the Clerk’s Information System.
- The former registered agent’s authority to accept service of process on behalf of the entity terminates as of the effective date of the change.
- The new registered agent must be available at the registered office during normal business hours to receive service of process and official correspondence.
- The Commission’s annual registration fee notices and annual report forms will be mailed to the new registered office address.
- If the filing was submitted online through CIS, the acceptance is reflected on the filer’s dashboard under correspondence.
Changing a Registered Agent for a Foreign Entity Registered in Virginia
A foreign entity holding a certificate of authority or certificate of registration to transact business in Virginia must continuously maintain a registered agent and registered office in the Commonwealth, subject to the same requirements as a domestic entity. Under Va. Code § 13.1-763, each foreign corporation authorized to transact business in Virginia must maintain both a registered office and a registered agent that satisfies the same eligibility criteria applicable to domestic corporations — an individual who is a Virginia resident and either an officer or director or a Virginia State Bar member, or an entity authorized to do business in the Commonwealth with a business office identical to the registered office.
A foreign entity changes its registered agent by filing the same statement of change form used by domestic entities of the same type. The eligibility requirements, physical street address requirement, consent requirement, execution requirement, and filing methods are identical. There is no filing fee for the statement of change, regardless of whether the entity is domestic or foreign.
Failure by a foreign corporation to maintain a registered agent after the agent resigns triggers a specific enforcement mechanism. Under Va. Code § 13.1-768, if a foreign corporation’s registered agent files a resignation and the corporation fails to appoint a new agent within 31 days, the Commission mails notice of impending revocation. If the corporation still fails to file a statement of change by the last day of the second month following the month the notice was mailed, its certificate of authority is automatically revoked. Parallel provisions apply to foreign LLCs, limited partnerships, and other foreign entity types under their respective chapters. Upon automatic revocation, the Clerk of the Commission becomes the foreign entity’s agent for service of process in any proceeding arising during the period the entity was authorized to do business in Virginia.
Frequently Asked Questions About Changing a Registered Agent in Virginia
How long does it take to change a registered agent in Virginia?
The Commission does not publish a guaranteed processing time for statements of change. Online filings submitted through the Clerk’s Information System are often processed in real time because CIS eliminates the Clerk’s Office manual review step. Paper filings submitted by mail require additional handling time. For time-sensitive changes, the Commission offers online expedited services — next-business-day processing for $50 or $100 and same-business-day processing for $200. Expedited processing is not available for paper submissions. Entities that need to confirm current processing times may contact the Clerk’s Office at (804) 371-9733.
Do I need to notify my current registered agent before changing?
Virginia law does not require an entity to provide advance notice to the outgoing registered agent before filing the statement of change. The change is effective upon acceptance by the Commission, and the former agent’s authority terminates at that point. Many entities notify the outgoing agent as a courtesy, particularly when the agent holds original documents or is managing pending litigation. If the outgoing agent wishes to end the relationship independently, the agent follows a separate resignation process under Va. Code § 13.1-636.
Can I change my registered office address without changing the registered agent?
Yes. The statement of change permits an entity to update only the registered office address while retaining the same registered agent. The entity completes the form with the new physical street address and leaves the registered agent name unchanged. Alternatively, if the agent itself has moved, the agent may sign the statement of change on the entity’s behalf under Va. Code § 13.1-635(C), provided the address change is to another location within the Commonwealth.
What is the agent-initiated address change form and when is it used?
Virginia does not use a separate form for agent-initiated address changes. Instead, the agent uses the same statement of change form used by the entity. Under Va. Code § 13.1-635(C), the registered agent may sign the statement of change — rather than requiring the entity’s officer to sign — when the agent’s business address changes to a new location within Virginia or when the agent’s name has been legally changed. The agent must mail a copy of the filed statement to the entity’s principal office on or before the next business day. This mechanism cannot be used to appoint a different registered agent.
Is there a penalty for not filing a change of registered agent?
Virginia requires every filing entity to continuously maintain a current registered agent and registered office. When a registered agent resigns, and the entity fails to appoint a replacement within 31 days, the Commission mails notice of impending action. If the entity still fails to file a statement of change by the last day of the second month following the notice, the entity’s existence is automatically terminated (domestic corporations under Va. Code § 13.1-752), automatically canceled (LLCs under Va. Code § 13.1-1050.2), or its certificate of authority automatically revoked (foreign entities). Practical consequences include loss of standing to maintain lawsuits and the risk of default judgments entered after substitute service of process on the Clerk of the Commission.
Can I change my registered agent and the registered office address in the same filing?
Yes. The statement of change permits updating the registered agent, the registered office address, or both in a single filing. No filing fee applies regardless of whether the entity changes one or both items.
What happens if my registered agent resigns?
A registered agent may resign by signing and filing a statement of resignation with the Commission. Under Va. Code § 13.1-636, the resignation takes effect at “12:01 a.m. on the thirty-first day after the date on which the statement was filed with the Commission” or on the date the entity files a statement of change appointing a new registered agent, whichever occurs first. The resigning agent must certify that it will mail a copy of the resignation statement to the entity’s principal office by certified mail on or before the next business day after filing. There is no filing fee for the resignation. When the resignation takes effect, the registered office is also discontinued. The entity must promptly file a statement of change to appoint a new registered agent — failure to do so within 31 days triggers the Commission’s notice and potential automatic termination or revocation process.
Does the new registered agent need to sign the change form?
No. When the entity initiates the change, the statement of change is signed only by the entity’s authorized officer. The signing officer affirms that the entity will be in compliance with the registered agent requirements after the change takes effect. Virginia does not require a separate consent form to be filed with the Commission — the entity retains evidence of the new agent’s consent in its own records. The registered agent signs the statement of change only in the specific circumstances described in Va. Code § 13.1-635(C) — namely, when the agent’s own address changes within Virginia or when the agent’s name has been legally changed.
Can I use a P.O. Box for the new registered office address?
No, with a narrow exception. The registered office must be a physical street address in Virginia where the registered agent can be personally served during normal business hours. Under Va. Code § 13.1-634, the registered office address must be identical to the registered agent’s business office address. The only exception, as noted by the Commission’s registered agent FAQ, is for locations in cities or towns with a population under 2,000 where no street address is associated with the property — in those rare cases, a P.O. Box may be used, though the filing must be submitted on paper.
Is the filing fee the same whether I file online or by mail?
There is no filing fee for a statement of change of registered agent or registered office in Virginia, regardless of the filing method. The statement of change is one of the few filings the Commission processes at no cost. Online and mail submissions are both free. If the filer selects optional expedited processing through CIS, the expedited fee — $50, $100, or $200 depending on the level of service — is a separate nonrefundable charge and is only available for online filings.