{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-763.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-763.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-763.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-763.html"}],"law_id":65307,"edition_id":1,"section_id":65307,"structure_id":13611,"section_number":"13.1-763","catch_line":"Registered office and registered agent of foreign corporation","history":"Code 1950, \u00a7 13.1-109; 1956, c. 428; 1985, c. 522; 1994, c. 348; 2000, c. 162; 2001, cc. 517, 541; 2019, c. 734.","full_text":"A\n\nEach foreign corporation authorized to transact business in the Commonwealth shall continuously maintain in the Commonwealth:1\n\nA registered office, which may be the same as any of its places of business; and2\n\nA registered agent, who shall be:\n\t\t\t\ta. An individual who is a resident of Virginia and either an officer or director of the corporation or a member of the Virginia State Bar, and whose business office is identical with the registered office; or\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.B\n\nThe sole duty of the registered agent is to forward to the foreign corporation at its last known address any process, notice, or demand that is served on the registered agent.","order_by":null,"text":{"0":{"id":237508,"text":"Each foreign corporation authorized to transact business in the Commonwealth 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":237509,"text":"A registered office, which 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":237510,"text":"A registered agent, who shall be:\n\t\t\t\ta. An individual who is a resident of Virginia and either an officer or director of the corporation or a member of the Virginia State Bar, and whose business office is identical with the registered office; or\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.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":237511,"text":"The sole duty of the registered agent is to forward to the foreign corporation 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":13611,"edition_id":1,"name":"Foreign Corporations","identifier":"17","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:45:23","date_modified":"2026-06-26 03:45:23","permalink":{"id":150685,"object_type":"structure","relational_id":13611,"identifier":"17","token":"13.1\/9\/17","url":"\/13.1\/9\/17\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","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":79833,"structure_id":13611,"section_number":"13.1-757","catch_line":"Authority to transact business required","url":"\/13.1-757\/","token":"13.1\/9\/17\/13.1-757","metadata":false},{"id":60493,"structure_id":13611,"section_number":"13.1-758","catch_line":"Consequences of transacting business without authority","url":"\/13.1-758\/","token":"13.1\/9\/17\/13.1-758","metadata":false},{"id":79232,"structure_id":13611,"section_number":"13.1-759","catch_line":"Application for certificate of authority","url":"\/13.1-759\/","token":"13.1\/9\/17\/13.1-759","metadata":false},{"id":87272,"structure_id":13611,"section_number":"13.1-760","catch_line":"Amended certificate of authority","url":"\/13.1-760\/","token":"13.1\/9\/17\/13.1-760","metadata":false},{"id":81235,"structure_id":13611,"section_number":"13.1-761","catch_line":"Effect of certificate of authority","url":"\/13.1-761\/","token":"13.1\/9\/17\/13.1-761","metadata":false},{"id":54580,"structure_id":13611,"section_number":"13.1-762","catch_line":"Corporate name of foreign corporation","url":"\/13.1-762\/","token":"13.1\/9\/17\/13.1-762","metadata":false},{"id":65307,"structure_id":13611,"section_number":"13.1-763","catch_line":"Registered office and registered agent of foreign corporation","url":"\/13.1-763\/","token":"13.1\/9\/17\/13.1-763","metadata":false},{"id":55681,"structure_id":13611,"section_number":"13.1-764","catch_line":"Change of registered office or registered agent of a foreign corporation","url":"\/13.1-764\/","token":"13.1\/9\/17\/13.1-764","metadata":false},{"id":74162,"structure_id":13611,"section_number":"13.1-765","catch_line":"Resignation of registered agent of foreign corporation","url":"\/13.1-765\/","token":"13.1\/9\/17\/13.1-765","metadata":false},{"id":77560,"structure_id":13611,"section_number":"13.1-766","catch_line":"Service of process on foreign corporation","url":"\/13.1-766\/","token":"13.1\/9\/17\/13.1-766","metadata":false},{"id":79297,"structure_id":13611,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-766.1\/","token":"13.1\/9\/17\/13.1-766.1","metadata":false},{"id":73258,"structure_id":13611,"section_number":"13.1-766.2","catch_line":"Conversion of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-766.2\/","token":"13.1\/9\/17\/13.1-766.2","metadata":false},{"id":57087,"structure_id":13611,"section_number":"13.1-767","catch_line":"Withdrawal of foreign corporation","url":"\/13.1-767\/","token":"13.1\/9\/17\/13.1-767","metadata":false},{"id":85340,"structure_id":13611,"section_number":"13.1-768","catch_line":"Automatic revocation of certificate of authority","url":"\/13.1-768\/","token":"13.1\/9\/17\/13.1-768","metadata":false},{"id":81366,"structure_id":13611,"section_number":"13.1-768.1","catch_line":"Repealed","url":"\/13.1-768.1\/","token":"13.1\/9\/17\/13.1-768.1","metadata":false},{"id":59043,"structure_id":13611,"section_number":"13.1-769","catch_line":"Involuntary revocation of certificate of authority","url":"\/13.1-769\/","token":"13.1\/9\/17\/13.1-769","metadata":false},{"id":65810,"structure_id":13611,"section_number":"13.1-769.1","catch_line":"Reinstatement of a foreign corporation's certificate of authority that has been withdrawn or revoked","url":"\/13.1-769.1\/","token":"13.1\/9\/17\/13.1-769.1","metadata":false}],"previous_section":{"id":54580,"structure_id":13611,"section_number":"13.1-762","catch_line":"Corporate name of foreign corporation","url":"\/13.1-762\/","token":"13.1\/9\/17\/13.1-762","metadata":false},"next_section":{"id":55681,"structure_id":13611,"section_number":"13.1-764","catch_line":"Change of registered office or registered agent of a foreign corporation","url":"\/13.1-764\/","token":"13.1\/9\/17\/13.1-764","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-763\/","history_text":"<p>The record of this law\u2019s original creation isn\u2019t available online. It has been modified 6 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 1956, chapter 428; in 1985, chapter 522; in 1994, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?941+ful+CHAP0348\">348<\/a>; in 2000, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?001+ful+CHAP0162\">162<\/a>; in 2001, chapters <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?011+ful+CHAP0517\">517<\/a> and <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?011+ful+CHAP0541\">541<\/a>; in 2019, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?191+ful+CHAP0734\">734<\/a>.<\/p>","references":[{"id":55681,"section_number":"13.1-764","catch_line":"Change of registered office or registered agent of a foreign corporation","order_by":null,"url":"\/13.1-764\/"},{"id":64465,"section_number":"54.1-1113","catch_line":"Nonresident bidders to appoint statutory agent for service of process","order_by":null,"url":"\/54.1-1113\/"}],"refers_to":false,"permalink":{"id":150711,"object_type":"law","relational_id":65307,"identifier":"13.1-763","token":"13.1\/9\/17\/13.1-763","url":"\/13.1-763\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-763\/","token":"13.1\/9\/17\/13.1-763","dublin_core":{"Title":"Registered office and registered agent of foreign corporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-763","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> Each <span class=\"dictionary\">foreign corporation<\/span> authorized to transact business in the Commonwealth shall continuously maintain in the Commonwealth: <a id=\"paragraph-237508\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-763\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> A registered office, which may be the same as any of its places of business; and <a id=\"paragraph-237509\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-763\/#A1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> A registered agent, who shall be:\n\t\t\t\ta. An <span class=\"dictionary\">individual<\/span> who is a resident of Virginia and either an officer or director of the corporation or a member of the Virginia <span class=\"dictionary\">State<\/span> Bar, and whose business office is identical with the registered office; or\n\t\t\t\tb. A <span class=\"dictionary\">domestic<\/span> or foreign stock or nonstock corporation, limited liability company or <span class=\"dictionary\">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 <span class=\"dictionary\">writing<\/span>, acknowledged before a notary public, one or more natural <span class=\"dictionary\">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 <span class=\"dictionary\">person<\/span> at that office. Whenever any such <span class=\"dictionary\">person<\/span> accepts service, a photographic copy of such instrument shall be attached to the return. <a id=\"paragraph-237510\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-763\/#A2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> The sole duty of the registered agent is to forward to the <span class=\"dictionary\">foreign corporation<\/span> at its last known address any process, notice, or demand that is served on the registered agent. <a id=\"paragraph-237511\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-763\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nREGISTERED OFFICE AND REGISTERED AGENT OF FOREIGN CORPORATION (\u00a7 13.1-763)\n\nA. Each foreign corporation authorized to transact business in the Commonwealth\nshall continuously maintain in the Commonwealth:\n\n   1. A registered office, which may be the same as any of its places of\n   business; and\n\n   2. A registered agent, who shall be:\n   \t\t\t\ta. An individual who is a resident of Virginia and either an officer or\n   director of the corporation or a member of the Virginia State Bar, and whose\n   business office is identical with the registered office; or\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.\n\nB. The sole duty of the registered agent is to forward to the foreign\ncorporation at its last known address any process, notice, or demand that is\nserved on the registered agent.\n\nHISTORY: Code 1950, \u00a7 13.1-109; 1956, c. 428; 1985, c. 522; 1994, c. 348; 2000,\nc. 162; 2001, cc. 517, 541; 2019, c. 734.","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}}