VA registered agent
Virginia registered agent service, $2.50 a year
Virginia requires every corporation and LLC on its books to keep a registered agent at a real address in the state. Here is what Virginia law says about who that agent has to be and where it has to be.
What Virginia requires of a registered agent
The requirement
Virginia is unusually restrictive. A corporation's registered agent must be either (a) an individual Virginia resident who is an officer or director of the corporation OR a member of the Virginia State Bar, with a business office identical to the registered office, or (b) a domestic or foreign stock or nonstock corporation, LLC, or registered LLP authorized to transact business in Virginia (which may not serve as its own registered agent). For LLCs the resident-individual category is broader: a member or manager (or member/manager/officer/GP/trustee of an entity that is a member or manager), a Virginia State Bar member, or a Virginia-resident 'officer of the limited liability company' available at the registered office during business hours (Va. Code § 13.1-1015(A)(2)).
2. A registered agent, who shall be: a. An individual who is a resident of the Commonwealth and (i) either an officer or director of the corporation or (ii) a member of the Virginia State Bar and whose business office is identical with the registered office; or b. A domestic or foreign stock or 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; provided such a registered agent (i) shall not be its own registered agent...
Source: state statute, via FACTS: Va. Code § 13.1-634(A)(2) (corporations); § 13.1-1015(A)(2) (LLCs); § 13.1-763 (foreign corporations)
How we comply
We don't.
What Virginia does to your company when we don't
Here is what the state does to an entity that has no agent, or whose agent is us.
Administrative dissolution
If a corporation's registered agent resigns and no statement of change is filed within 31 days, the Commission mails a notice; failure to appoint a new agent by the end of the second month after the notice automatically terminates the corporation's existence. The same mechanism automatically cancels an LLC's existence (Va. Code § 13.1-1050.2(B)).
If any domestic corporation whose registered agent has filed with the Commission a statement of resignation pursuant to § 13.1-636 fails to file a statement of change pursuant to § 13.1-635 within 31 days ... the Commission shall mail notice to the corporation of the impending termination of its corporate existence. If the corporation fails to file the statement of change before the last day of the second month immediately following the month in which the impending termination notice was mailed, the corporate existence of the corporation shall be automatically terminated as of that day.
Source: state statute, via FACTS: Va. Code § 13.1-752(B); parallel LLC provision at § 13.1-1050.2(B)
Administrative dissolution
The Commission may involuntarily terminate a corporation's existence (or an LLC's, § 13.1-1050.3(A)(2)) for failing to maintain a registered office or registered agent; properties pass to directors (or managers/members) as trustees in liquidation.
The corporate existence of a corporation may be terminated involuntarily by order of the Commission when it finds that the corporation ... (ii) has failed to maintain a registered office or a registered agent in this Commonwealth as required by law ... Upon termination, the properties and affairs of the corporation shall pass automatically to its directors as trustees in liquidation.
Source: state statute, via FACTS: Va. Code § 13.1-753(A)(ii); parallel LLC provision at § 13.1-1050.3(A)(2)
Revocation (foreign entities)
A foreign corporation whose registered agent resigns and that fails to file a statement of change within 31 days (plus the two-month notice period) has its certificate of authority automatically revoked; the Commission may also involuntarily revoke for failure to maintain a registered office or agent (§ 13.1-769(A)(2)).
If any foreign corporation whose registered agent has filed with the Commission a statement of resignation pursuant to § 13.1-765 fails to file a statement of change pursuant to § 13.1-764 within 31 days ... the Commission shall mail notice to the foreign corporation of the impending revocation of its certificate of authority. If the foreign corporation fails to file the statement of change before the last day of the second month immediately following the month in which the impending revocation notice was mailed, the corporation shall automatically cease to be authorized to transact business in the Commonwealth and its certificate of authority shall be automatically revoked as of that day.
Source: state statute, via FACTS: Va. Code § 13.1-768(C); § 13.1-769(A)(2)
No access to the courts
A foreign corporation transacting business in Virginia without a certificate of authority may not maintain a proceeding in any Virginia court until it obtains one.
A foreign corporation transacting business in the Commonwealth without a certificate of authority may not maintain a proceeding in any court in the Commonwealth until it obtains a certificate of authority.
Source: state statute, via FACTS: Va. Code § 13.1-758(A)
Civil penalty
Each officer, director, and employee who knowingly does business in Virginia for a foreign corporation lacking a certificate of authority is personally liable for a penalty of $500 to $5,000.
If a foreign corporation transacts business in the Commonwealth without a certificate of authority, each officer, director, and employee who does any of such business in the Commonwealth knowing that a certificate of authority is required shall be liable for a penalty of not less than $500 and not more than $5,000.
Source: state statute, via FACTS: Va. Code § 13.1-758(D)
The bill to come back
Reinstatement fee
Reinstatement within five years requires a $100 reinstatement fee plus all annual registration fees and penalties that accrued to the date of reinstatement (same $100 fee for corporations, foreign corporations, and LLCs).
To have its corporate existence reinstated, the corporation shall provide the Commission with the following: ... 2. A reinstatement fee of $100; 3. All annual registration fees and penalties that were due before the corporation ceased to exist and that would have been assessed or imposed to the date of reinstatement if the corporation's existence had not been terminated
Source: state statute, via FACTS: Va. Code § 13.1-754(B)(2)-(3); § 13.1-769.1(B)(2); § 13.1-1050.4(B)(2)
What happens to the lawsuit you never saw
Substituted service
When a corporation (or LLC, § 13.1-1018(B), or foreign corporation, § 13.1-766(B)) fails to appoint or maintain a registered agent, or the agent cannot with reasonable diligence be found at the registered office, the clerk of the State Corporation Commission becomes the entity's agent for service, made per § 12.1-19.1 (outside this corpus).
Whenever a corporation fails to appoint or maintain a registered agent in this Commonwealth, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the clerk of the Commission shall be an agent of the corporation upon whom service may be made in accordance with § 12.1-19.1.
Source: state statute, via FACTS: Va. Code § 13.1-637(B); parallel provisions at § 13.1-1018(B) (LLC) and § 13.1-766(B) (foreign corp)
Statutory text as captured by FACTS (retrieved 2026-08-01, verified word-for-word against the state code 2026-08-10). Laws change. The statute governs; this page does not.