{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-764.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-764.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-764.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-764.html"}],"law_id":55681,"edition_id":1,"section_id":55681,"structure_id":13611,"section_number":"13.1-764","catch_line":"Change of registered office or registered agent of a foreign corporation","history":"Code 1950, \u00a7 13.1-110; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1985, c. 522; 1986, c. 622; 2003, c. 597; 2010, c. 434; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nA foreign corporation authorized 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 foreign corporation;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 corporation will be in compliance with the requirements of § 13.1-763.B\n\nA statement of change shall be filed with the Commission by a foreign corporation if its registered agent dies, resigns, or ceases to satisfy the requirements of § 13.1-763.C\n\nA foreign corporation’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, (ii) the name of the county or city in which the registered office is located changes or is incorrect on the Commission’s records, or (iii) the name of the registered agent has been legally changed. A foreign corporation’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 with the Commission, and (c) the new registered agent is an entity that is qualified to serve as a registered agent pursuant to § 13.1-763. 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 of the foreign corporation on or before the business day following the day on which the statement is filed with the Commission.","order_by":null,"text":{"0":{"id":204110,"text":"A foreign corporation authorized 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":204111,"text":"The name of the foreign corporation;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":204112,"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":204113,"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":204114,"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":204115,"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":204116,"text":"That after the change or changes are made, the corporation will be in compliance with the requirements of § 13.1-763.","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"B"},"7":{"id":204117,"text":"A statement of change shall be filed with the Commission by a foreign corporation if its registered agent dies, resigns, or ceases to satisfy the requirements of § 13.1-763.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A6","next_prefix":"C"},"8":{"id":204118,"text":"A foreign corporation’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, (ii) the name of the county or city in which the registered office is located changes or is incorrect on the Commission’s records, or (iii) the name of the registered agent has been legally changed. A foreign corporation’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 with the Commission, and (c) the new registered agent is an entity that is qualified to serve as a registered agent pursuant to § 13.1-763. 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 of the foreign corporation on or before the business day following the day on which the statement is filed with the Commission.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-764\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 9 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 1958, chapter 564; in 1975, chapter 500; in 1985, chapter 522; in 1986, chapter 622; in 2003, chapter 597<\/a>; in 2010, chapter 434<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":[{"id":69804,"section_number":"13.1-615","catch_line":"Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions","order_by":null,"url":"\/13.1-615\/"},{"id":74162,"section_number":"13.1-765","catch_line":"Resignation of registered agent of foreign corporation","order_by":null,"url":"\/13.1-765\/"},{"id":85340,"section_number":"13.1-768","catch_line":"Automatic revocation of certificate of authority","order_by":null,"url":"\/13.1-768\/"}],"refers_to":[{"id":65307,"section_number":"13.1-763","catch_line":"Registered office and registered agent of foreign corporation","order_by":null,"url":"\/13.1-763\/"}],"permalink":{"id":150715,"object_type":"law","relational_id":55681,"identifier":"13.1-764","token":"13.1\/9\/17\/13.1-764","url":"\/13.1-764\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-764\/","token":"13.1\/9\/17\/13.1-764","dublin_core":{"Title":"Change of registered office or registered agent of a foreign corporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-764","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign corporation<\/span> authorized 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 foreign corporation<\/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 corporation will be in compliance with the requirements of § 13.1-763<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A statement of change shall be filed with the Commission<\/span> by a foreign corporation<\/span> if its registered agent dies, resigns, or ceases to satisfy the requirements of § 13.1-763<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A foreign corporation<\/span>’s registered agent may sign<\/span> a statement as required above if (i) the business address of the registered agent changes to another post office address within the Commonwealth, (ii) the name of the county or city in which the registered office is located changes or is incorrect on the Commission<\/span>’s records, or (iii) the name of the registered agent has been legally changed. A foreign corporation<\/span>’s new registered agent may sign<\/span> 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<\/span> is on record with the Commission<\/span>, and (c) the new registered agent is an entity<\/span> that is qualified to serve as a registered agent pursuant to § 13.1-763<\/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> of the foreign corporation<\/span> on or before the business day following the day on which the statement is filed with the Commission<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OF A FOREIGN CORPORATION (\u00a7\n13.1-764)\n\nA. A foreign corporation authorized to transact business in the Commonwealth may\nchange its registered office or registered agent, or both, upon filing with the\nCommission a statement of change on a form prescribed and furnished by the\nCommission that sets forth:\n\n 1. The name of the foreign corporation;\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 corporation will be in\n compliance with the requirements of § 13.1-763.\n\nB. A statement of change shall be filed with the Commission by a foreign\ncorporation if its registered agent dies, resigns, or ceases to satisfy the\nrequirements of § 13.1-763.\n\nC. A foreign corporation’s registered agent may sign a statement as\nrequired above if (i) the business address of the registered agent changes to\nanother post office address within the Commonwealth, (ii) the name of the county\nor city in which the registered office is located changes or is incorrect on the\nCommission’s records, or (iii) the name of the registered agent has been\nlegally changed. A foreign corporation’s new registered agent may sign and\nsubmit for filing a statement as required above if (a) the former registered\nagent is a business entity that has been merged into the new registered agent,\n(b) the instrument of merger is on record with the Commission, and (c) the new\nregistered agent is an entity that is qualified to serve as a registered agent\npursuant to § 13.1-763. In either instance, the registered agent or\nsurviving entity shall forthwith file a statement as required above, which shall\nrecite that a copy of the statement shall be mailed to the principal office of\nthe foreign corporation on or before the business day following the day on which\nthe statement is filed with the Commission.\n\nHISTORY: Code 1950, \u00a7 13.1-110; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1985,\nc. 522; 1986, c. 622; 2003, c. 597; 2010, c. 434; 2019, c. 734; 2020, c. 1226.","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}}