{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1015.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1015.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1015.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1015.html"}],"law_id":64638,"edition_id":1,"section_id":64638,"structure_id":16037,"section_number":"13.1-1015","catch_line":"Registered office and registered agent","history":"1991, c. 168; 1993, c. 113; 1994, c. 348; 1996, c. 265; 2000, cc. 162, 537; 2001, cc. 517, 541; 2004, c. 314; 2005, c. 255; 2016, c. 275.","full_text":"A\n\nEach domestic limited liability company and each foreign limited liability company registered pursuant to Article 10 (\u00a7 13.1-1051 et seq.) of this chapter shall continuously maintain in the Commonwealth:1\n\nA registered office that may be the same as any of its places of business; and2\n\nA registered agent who shall be either:\n\t\t\t\ta. An individual who is a resident of the Commonwealth and is (i) a member or manager of the limited liability company, (ii) a member or manager of a limited liability company that is a member or manager of the limited liability company, (iii) an officer or director of a corporation that is a member or manager of the limited liability company, (iv) a general partner of a general or limited partnership that is a member or manager of the limited liability company, (v) a trustee of a trust that is a member or manager of the limited liability company, or (vi) a member of the Virginia State Bar, and whose business office is identical with the registered office;\n\t\t\t\tb. 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 and (ii) shall designate by instrument in writing, acknowledged before a notary public, one or more natural persons at the office of the registered agent upon whom any process, notice, or demand may be served and shall continuously maintain at least one such person at that office. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return; or\n\t\t\t\tc. A Virginia resident who is an officer of the limited liability company, provided that such a registered agent or a natural person designated by the registered agent shall be available during regular business hours at the registered office to accept service of any process, notice, or demand. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return. As used in this subdivision, “officer of the limited liability company” means any employee of the limited liability company, other than a member or manager of the limited liability company, who has been designated by the limited liability company by instrument in writing as a person upon whom any process, notice, or demand may be served.B\n\nThe sole duty of the registered agent is to forward to the limited liability company or foreign limited liability company at its last known address any process, notice, or demand that is served on the registered agent.","order_by":null,"text":{"0":{"id":235230,"text":"Each domestic limited liability company and each foreign limited liability company registered pursuant to Article 10 (\u00a7 13.1-1051 et seq.) of this chapter shall continuously maintain in the Commonwealth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":235231,"text":"A registered office that may be the same as any of its places of business; and","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":235232,"text":"A registered agent who shall be either:\n\t\t\t\ta. An individual who is a resident of the Commonwealth and is (i) a member or manager of the limited liability company, (ii) a member or manager of a limited liability company that is a member or manager of the limited liability company, (iii) an officer or director of a corporation that is a member or manager of the limited liability company, (iv) a general partner of a general or limited partnership that is a member or manager of the limited liability company, (v) a trustee of a trust that is a member or manager of the limited liability company, or (vi) a member of the Virginia State Bar, and whose business office is identical with the registered office;\n\t\t\t\tb. 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 and (ii) shall designate by instrument in writing, acknowledged before a notary public, one or more natural persons at the office of the registered agent upon whom any process, notice, or demand may be served and shall continuously maintain at least one such person at that office. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return; or\n\t\t\t\tc. A Virginia resident who is an officer of the limited liability company, provided that such a registered agent or a natural person designated by the registered agent shall be available during regular business hours at the registered office to accept service of any process, notice, or demand. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return. As used in this subdivision, “officer of the limited liability company” means any employee of the limited liability company, other than a member or manager of the limited liability company, who has been designated by the limited liability company by instrument in writing as a person upon whom any process, notice, or demand may be served.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":235233,"text":"The sole duty of the registered agent is to forward to the limited liability company or foreign limited liability company at its last known address any process, notice, or demand that is served on the registered agent.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2"}},"ancestry":[{"id":16037,"edition_id":1,"name":"Registered Office and Agent; Principal Office","identifier":"3","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 04:04:27","date_modified":"2026-06-26 04:04:27","permalink":{"id":148783,"object_type":"structure","relational_id":16037,"identifier":"3","token":"13.1\/12\/3","url":"\/13.1\/12\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":64638,"structure_id":16037,"section_number":"13.1-1015","catch_line":"Registered office and registered agent","url":"\/13.1-1015\/","token":"13.1\/12\/3\/13.1-1015","metadata":false},{"id":79624,"structure_id":16037,"section_number":"13.1-1016","catch_line":"Change of registered office or registered agent","url":"\/13.1-1016\/","token":"13.1\/12\/3\/13.1-1016","metadata":false},{"id":62882,"structure_id":16037,"section_number":"13.1-1017","catch_line":"Resignation of registered agent","url":"\/13.1-1017\/","token":"13.1\/12\/3\/13.1-1017","metadata":false},{"id":65877,"structure_id":16037,"section_number":"13.1-1018","catch_line":"Service on limited liability company","url":"\/13.1-1018\/","token":"13.1\/12\/3\/13.1-1018","metadata":false},{"id":69832,"structure_id":16037,"section_number":"13.1-1018.1","catch_line":"Change of principal office","url":"\/13.1-1018.1\/","token":"13.1\/12\/3\/13.1-1018.1","metadata":false}],"next_section":{"id":79624,"structure_id":16037,"section_number":"13.1-1016","catch_line":"Change of registered office or registered agent","url":"\/13.1-1016\/","token":"13.1\/12\/3\/13.1-1016","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1015\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 168 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1991 \u201cActs\u201d aren\u2019t available online. It has been modified 8 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1993, chapter 113; in 1994, chapter 348<\/a>; in 1996, chapter 265<\/a>; in 2000, chapters 162<\/a> and 537<\/a>; in 2001, chapters 517<\/a> and 541<\/a>; in 2004, chapter 314<\/a>; in 2005, chapter 255<\/a>; in 2016, chapter 275<\/a>.<\/p>","references":[{"id":79624,"section_number":"13.1-1016","catch_line":"Change of registered office or registered agent","order_by":null,"url":"\/13.1-1016\/"},{"id":75972,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","order_by":null,"url":"\/13.1-1052\/"}],"refers_to":[{"id":75378,"section_number":"13.1-1051","catch_line":"Authority to transact business required; governing law","order_by":null,"url":"\/13.1-1051\/"}],"permalink":{"id":148785,"object_type":"law","relational_id":64638,"identifier":"13.1-1015","token":"13.1\/12\/3\/13.1-1015","url":"\/13.1-1015\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1015\/","token":"13.1\/12\/3\/13.1-1015","dublin_core":{"Title":"Registered office and registered agent","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1015","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Each domestic limited liability company<\/span><\/span> and each foreign limited liability company<\/span><\/span> registered pursuant to Article 10 (\u00a7 13.1-1051<\/a> et seq.) of this chapter shall continuously maintain in the Commonwealth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A registered office that may be the same as any of its places of business; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A registered agent who shall be either:\n\t\t\t\ta. An individual who is a resident of the Commonwealth and is (i) a member<\/span> or manager<\/span> of the limited liability company<\/span>, (ii) a member<\/span> or manager<\/span> of a limited liability company<\/span> that is a member<\/span> or manager<\/span> of the limited liability company<\/span>, (iii) an officer or director of a corporation that is a member<\/span> or manager<\/span> of the limited liability company<\/span>, (iv) a general partner of a general or limited partnership that is a member<\/span> or manager<\/span> of the limited liability company<\/span>, (v) a trustee of a trust that is a member<\/span> or manager<\/span> of the limited liability company<\/span>, or (vi) a member<\/span> of the Virginia State Bar, and whose business office is identical with the registered office;\n\t\t\t\tb. A domestic or foreign stock or nonstock corporation, limited liability company<\/span>, or registered limited liability partnership<\/span> 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 and (ii) shall designate by instrument in writing, acknowledged before a notary public, one or more natural persons<\/span> at the office of the registered agent upon whom any process, notice, or demand may be served and shall continuously maintain at least one such person<\/span> at that office. Whenever any such person<\/span> accepts service, a photographic copy of such instrument shall be attached to the return; or\n\t\t\t\tc. A Virginia resident who is an officer of the limited liability company<\/span><\/span>, provided that such a registered agent or a natural person<\/span> designated by the registered agent shall be available during regular business hours at the registered office to accept service of any process, notice, or demand. Whenever any such person<\/span> accepts service, a photographic copy of such instrument shall be attached to the return. As used in this subdivision, “officer of the limited liability company<\/span><\/span>” means any employee of the limited liability company<\/span>, other than a member<\/span> or manager<\/span> of the limited liability company<\/span>, who has been designated by the limited liability company<\/span> by instrument in writing as a person<\/span> upon whom any process, notice, or demand may be served. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The sole duty of the registered agent is to forward to the limited liability company<\/span> or foreign limited liability company<\/span><\/span> at its last known address any process, notice, or demand that is served on the registered agent. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREGISTERED OFFICE AND REGISTERED AGENT (\u00a7 13.1-1015)\n\nA. Each domestic limited liability company and each foreign limited liability\ncompany registered pursuant to Article 10 (\u00a7 13.1-1051 et seq.) of this chapter\nshall continuously maintain in the Commonwealth:\n\n 1. A registered office that may be the same as any of its places of business;\n and\n\n 2. A registered agent who shall be either:\n \t\t\t\ta. An individual who is a resident of the Commonwealth and is (i) a member\n or manager of the limited liability company, (ii) a member or manager of a\n limited liability company that is a member or manager of the limited liability\n company, (iii) an officer or director of a corporation that is a member or\n manager of the limited liability company, (iv) a general partner of a general\n or limited partnership that is a member or manager of the limited liability\n company, (v) a trustee of a trust that is a member or manager of the limited\n liability company, or (vi) a member of the Virginia State Bar, and whose\n business office is identical with the registered office;\n \t\t\t\tb. A domestic or foreign stock or nonstock corporation, limited liability\n company, or registered limited liability partnership authorized to transact\n business in the Commonwealth, the business office of which is identical with\n the registered office; provided such a registered agent (i) shall not be its\n own registered agent and (ii) shall designate by instrument in writing,\n acknowledged before a notary public, one or more natural persons at the office\n of the registered agent upon whom any process, notice, or demand may be served\n and shall continuously maintain at least one such person at that office.\n Whenever any such person accepts service, a photographic copy of such\n instrument shall be attached to the return; or\n \t\t\t\tc. A Virginia resident who is an officer of the limited liability company,\n provided that such a registered agent or a natural person designated by the\n registered agent shall be available during regular business hours at the\n registered office to accept service of any process, notice, or demand.\n Whenever any such person accepts service, a photographic copy of such\n instrument shall be attached to the return. As used in this subdivision,\n “officer of the limited liability company” means any employee of\n the limited liability company, other than a member or manager of the limited\n liability company, who has been designated by the limited liability company by\n instrument in writing as a person upon whom any process, notice, or demand may\n be served.\n\nB. The sole duty of the registered agent is to forward to the limited liability\ncompany or foreign limited liability company at its last known address any\nprocess, notice, or demand that is served on the registered agent.\n\nHISTORY: 1991, c. 168; 1993, c. 113; 1994, c. 348; 1996, c. 265; 2000, cc. 162,\n537; 2001, cc. 517, 541; 2004, c. 314; 2005, c. 255; 2016, c. 275.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}