{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1016.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1016.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1016.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1016.html"}],"law_id":79624,"edition_id":1,"section_id":79624,"structure_id":16037,"section_number":"13.1-1016","catch_line":"Change of registered office or registered agent","history":"1991, c. 168; 2003, c. 597; 2009, c. 450; 2010, c. 434.","full_text":"A\n\nA limited liability company or a foreign limited liability company registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets forth:1\n\nThe name of the limited liability company or foreign limited liability company;2\n\nThe address of its current registered office;3\n\nIf the current registered office is to be changed, the post-office address, including the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located;4\n\nThe name of its current registered agent;5\n\nIf the current registered agent is to be changed, the name of the new registered agent; and6\n\nThat after the change or changes are made, the domestic or foreign limited liability company will be in compliance with the requirements of § 13.1-1015.B\n\nA statement of change shall forthwith be filed with the Commission by a domestic or foreign limited liability company whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 13.1-1015.C\n\nA domestic or foreign limited liability company’s registered agent may sign a statement as required above if (i) the business address of the registered agent changes to another post office address within the Commonwealth or (ii) the name of the registered agent has been legally changed. A domestic or foreign limited liability company’s new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent is a business entity that has been merged into the new registered agent, (b) the instrument of merger is on record in the office of the clerk of the Commission, and (c) the new registered agent is an entity that is qualified to serve as a registered agent pursuant to § 13.1-1015. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above, which shall recite that a copy of the statement shall be mailed to the principal office address of the domestic or foreign limited liability company on or before the business day following the day on which the statement is filed.","order_by":null,"text":{"0":{"id":285308,"text":"A limited liability company or a foreign limited liability company registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":285309,"text":"The name of the limited liability company or foreign limited liability company;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":285310,"text":"The address of its current registered office;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":285311,"text":"If the current registered office is to be changed, the post-office address, including the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":285312,"text":"The name of its current registered agent;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":285313,"text":"If the current registered agent is to be changed, the name of the new registered agent; and","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":285314,"text":"That after the change or changes are made, the domestic or foreign limited liability company will be in compliance with the requirements of § 13.1-1015.","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"B"},"7":{"id":285315,"text":"A statement of change shall forthwith be filed with the Commission by a domestic or foreign limited liability company whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 13.1-1015.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A6","next_prefix":"C"},"8":{"id":285316,"text":"A domestic or foreign limited liability company’s registered agent may sign a statement as required above if (i) the business address of the registered agent changes to another post office address within the Commonwealth or (ii) the name of the registered agent has been legally changed. A domestic or foreign limited liability company’s new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent is a business entity that has been merged into the new registered agent, (b) the instrument of merger is on record in the office of the clerk of the Commission, and (c) the new registered agent is an entity that is qualified to serve as a registered agent pursuant to § 13.1-1015. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above, which shall recite that a copy of the statement shall be mailed to the principal office address of the domestic or foreign limited liability company on or before the business day following the day on which the statement is filed.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1016\/","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 3 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 2003, chapter 597<\/a>; in 2009, chapter 450<\/a>; in 2010, chapter 434<\/a>.<\/p>","references":[{"id":76907,"section_number":"13.1-1014","catch_line":"Amendment of articles of organization","order_by":null,"url":"\/13.1-1014\/"},{"id":59818,"section_number":"13.1-1014.1","catch_line":"Restatement of articles of organization","order_by":null,"url":"\/13.1-1014.1\/"},{"id":62882,"section_number":"13.1-1017","catch_line":"Resignation of registered agent","order_by":null,"url":"\/13.1-1017\/"},{"id":76074,"section_number":"13.1-1050.2","catch_line":"Automatic cancellation of limited liability company existence","order_by":null,"url":"\/13.1-1050.2\/"},{"id":59184,"section_number":"13.1-1055","catch_line":"Amendments; amended applications for registration","order_by":null,"url":"\/13.1-1055\/"},{"id":73228,"section_number":"13.1-1056.1","catch_line":"Automatic cancellation of certificate of registration","order_by":null,"url":"\/13.1-1056.1\/"},{"id":86686,"section_number":"13.1-1065","catch_line":"Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds","order_by":null,"url":"\/13.1-1065\/"}],"refers_to":[{"id":64638,"section_number":"13.1-1015","catch_line":"Registered office and registered agent","order_by":null,"url":"\/13.1-1015\/"}],"permalink":{"id":148789,"object_type":"law","relational_id":79624,"identifier":"13.1-1016","token":"13.1\/12\/3\/13.1-1016","url":"\/13.1-1016\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1016\/","token":"13.1\/12\/3\/13.1-1016","dublin_core":{"Title":"Change of registered office or registered agent","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1016","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A limited liability company<\/span> or a foreign limited liability company<\/span><\/span> registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission<\/span> a statement of change on a form prescribed and furnished by the Commission<\/span> that sets forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the limited liability company<\/span> or foreign limited liability company<\/span><\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The address of its current registered office; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If the current registered office is to be changed, the post-office address, including the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The name of its current registered agent; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If the current registered agent is to be changed, the name of the new registered agent; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> That after the change or changes are made, the domestic or foreign limited liability company<\/span><\/span> will be in compliance with the requirements of § 13.1-1015<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A statement of change shall forthwith be filed with the Commission<\/span> by a domestic or foreign limited liability company<\/span><\/span> whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 13.1-1015<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A domestic or foreign limited liability company<\/span><\/span>’s registered agent may sign a statement as required above if (i) the business address of the registered agent changes to another post office address within the Commonwealth or (ii) the name of the registered agent has been legally changed. A domestic or foreign limited liability company<\/span><\/span>’s new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent is a business entity<\/span> that has been merged into the new registered agent, (b) the instrument of merger is on record in the office of the clerk of the Commission<\/span>, and (c) the new registered agent is an entity<\/span> that is qualified to serve as a registered agent pursuant to § 13.1-1015<\/a>. In either instance, the registered agent or surviving entity<\/span> shall forthwith file a statement as required above, which shall recite that a copy of the statement shall be mailed to the principal office<\/span> address of the domestic or foreign limited liability company<\/span><\/span> on or before the business day following the day on which the statement is filed. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (\u00a7 13.1-1016)\n\nA. A limited liability company or a foreign limited liability company registered\nto transact business in the Commonwealth may change its registered office or\nregistered agent, or both, upon filing with the Commission a statement of change\non a form prescribed and furnished by the Commission that sets forth:\n\n 1. The name of the limited liability company or foreign limited liability\n company;\n\n 2. The address of its current registered office;\n\n 3. If the current registered office is to be changed, the post-office address,\n including the street and number, if any, of the new registered office, and the\n name of the city or county in which it is to be located;\n\n 4. The name of its current registered agent;\n\n 5. If the current registered agent is to be changed, the name of the new\n registered agent; and\n\n 6. That after the change or changes are made, the domestic or foreign limited\n liability company will be in compliance with the requirements of §\n 13.1-1015.\n\nB. A statement of change shall forthwith be filed with the Commission by a\ndomestic or foreign limited liability company whenever its registered agent\ndies, resigns or ceases to satisfy the requirements of § 13.1-1015.\n\nC. A domestic or foreign limited liability company’s registered agent may\nsign a statement as required above if (i) the business address of the registered\nagent changes to another post office address within the Commonwealth or (ii) the\nname of the registered agent has been legally changed. A domestic or foreign\nlimited liability company’s new registered agent may sign and submit for\nfiling a statement as required above if (a) the former registered agent is a\nbusiness entity that has been merged into the new registered agent, (b) the\ninstrument of merger is on record in the office of the clerk of the Commission,\nand (c) the new registered agent is an entity that is qualified to serve as a\nregistered agent pursuant to § 13.1-1015. In either instance, the\nregistered agent or surviving entity shall forthwith file a statement as\nrequired above, which shall recite that a copy of the statement shall be mailed\nto the principal office address of the domestic or foreign limited liability\ncompany on or before the business day following the day on which the statement\nis filed.\n\nHISTORY: 1991, c. 168; 2003, c. 597; 2009, c. 450; 2010, c. 434.","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}}