{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.135.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.135.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.135.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.135.html"}],"law_id":80469,"edition_id":1,"section_id":80469,"structure_id":13667,"section_number":"50-73.135","catch_line":"Registered office and registered agent","history":"1996, c. 292; 2000, c. 537; 2001, cc. 517, 541; 2003, c. 597; 2009, c. 716; 2010, c. 434; 2013, c. 18; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nEach registered limited liability partnership and each foreign registered limited liability partnership registered pursuant to this article shall continuously maintain in this 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 this Commonwealth and is either (i) a general partner of the registered limited liability partnership, (ii) an officer or director of a corporate general partner of the registered limited liability partnership, (iii) a general partner of a partnership or limited partnership that is a general partner of the registered limited liability partnership, (iv) a member or manager of a limited liability company that is a general partner of the registered limited liability partnership, (v) a trustee of a trust that is a general partner of the registered limited liability partnership, or (vi) 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 this Commonwealth, the business office of which is identical with the registered office, provided that 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 registered agent of a registered limited liability partnership or foreign registered limited liability partnership is the partnership’s agent for service of process, notice, or demand required or permitted by law to be served on the partnership. The sole duty of the registered agent is to forward to the registered limited liability partnership or foreign registered limited liability partnership at its last known address any process, notice, or demand that is served on the registered agent.C\n\nA registered limited liability partnership or a foreign registered limited liability partnership that is registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission a certificate of change on a form prescribed and furnished by the Commission that sets forth:1\n\nThe name of the registered limited liability partnership or foreign registered limited liability partnership;2\n\nThe address of its current registered office;3\n\nIf the current address of its 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 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 registered limited liability partnership or foreign registered limited liability partnership will be in compliance with the requirements of this section.D\n\nA certificate of change shall forthwith be filed with the Commission by a registered limited liability partnership or foreign registered limited liability partnership whenever its registered agent dies, resigns, or ceases to satisfy the requirements of subsection A.E\n\nA registered limited liability partnership’s or foreign registered limited liability partnership’s registered agent may sign a certificate 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 registered limited liability partnership’s or foreign registered limited liability partnership’s new registered agent may sign and submit for filing a certificate 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 subsection A. In either instance, the registered agent or surviving entity shall forthwith file a certificate of change as required in subsection D, which shall recite that a copy of the certificate shall be mailed to the principal office of the registered limited liability partnership or foreign registered limited liability partnership on or before the business day following the day on which the certificate is filed.F\n\nA registered agent may resign as agent for the registered limited liability partnership or foreign registered limited liability partnership by signing and filing with the Commission a certificate of resignation stating (i) the name of the domestic or foreign registered limited liability partnership, (ii) the name of the agent, and (iii) that the agent resigns from serving as registered agent for the domestic or foreign registered limited liability partnership. The certificate of resignation shall be accompanied by a certification that the registered agent will have a copy of the certificate mailed to the principal office of the registered limited liability partnership or foreign registered limited liability partnership by certified mail on or before the business day following the day on which the certificate is filed. When the certificate of resignation takes effect, the registered office is also discontinued. A certificate of resignation takes effect on the earlier of (a) 12:01 a.m. on the thirty-first day after the date on which the certificate was filed with the Commission or (b) the date on which a certificate of change in accordance with subsection C to appoint a registered agent is filed with the Commission. If any registered limited liability partnership or foreign registered limited liability partnership whose registered agent has filed with the Commission a certificate of resignation fails to file a certificate of change pursuant to subsection C within 31 days after the date on which the certificate of resignation was filed, the Commission shall mail notice to the registered limited liability partnership or foreign registered limited liability partnership of the impending cancellation of its status as a registered limited liability partnership. If the registered limited liability partnership or foreign registered limited liability partnership fails to file a certificate of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the registered limited liability partnership’s or foreign registered limited liability partnership’s status as a registered limited liability partnership shall be automatically canceled as of that day.G\n\nWhenever a registered limited liability partnership or a foreign registered limited liability partnership fails to appoint or maintain a registered agent in this Commonwealth or whenever its registered agent cannot with reasonable diligence be found at his address, the clerk of the Commission shall be the agent of the partnership upon whom service may be made in accordance with § 12.1-19.1.H\n\nThis section does not prescribe the only means, or necessarily the required means, of serving a registered limited liability partnership or a foreign registered limited liability partnership.","order_by":null,"text":{"0":{"id":288247,"text":"Each registered limited liability partnership and each foreign registered limited liability partnership registered pursuant to this article shall continuously maintain in this Commonwealth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":288248,"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":288249,"text":"A registered agent who shall be either:\n\t\t\t\ta. An individual who is a resident of this Commonwealth and is either (i) a general partner of the registered limited liability partnership, (ii) an officer or director of a corporate general partner of the registered limited liability partnership, (iii) a general partner of a partnership or limited partnership that is a general partner of the registered limited liability partnership, (iv) a member or manager of a limited liability company that is a general partner of the registered limited liability partnership, (v) a trustee of a trust that is a general partner of the registered limited liability partnership, or (vi) 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 this Commonwealth, the business office of which is identical with the registered office, provided that 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":288250,"text":"The registered agent of a registered limited liability partnership or foreign registered limited liability partnership is the partnership’s agent for service of process, notice, or demand required or permitted by law to be served on the partnership. The sole duty of the registered agent is to forward to the registered limited liability partnership or foreign registered limited liability partnership 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","next_prefix":"C"},"4":{"id":288251,"text":"A registered limited liability partnership or a foreign registered limited liability partnership that is registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission a certificate of change on a form prescribed and furnished by the Commission that sets forth:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"5":{"id":288252,"text":"The name of the registered limited liability partnership or foreign registered limited liability partnership;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"6":{"id":288253,"text":"The address of its current registered office;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"7":{"id":288254,"text":"If the current address of its 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 located;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"8":{"id":288255,"text":"The name of its current registered agent;","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"9":{"id":288256,"text":"If the current registered agent is to be changed, the name of the new registered agent; and","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4","next_prefix":"C6"},"10":{"id":288257,"text":"That after the change or changes are made, the registered limited liability partnership or foreign registered limited liability partnership will be in compliance with the requirements of this section.","type":"section","prefixes":["C","6"],"prefix":"6","entire_prefix":"C6","prefix_anchor":"C6","level":2,"prior_prefix":"C5","next_prefix":"D"},"11":{"id":288258,"text":"A certificate of change shall forthwith be filed with the Commission by a registered limited liability partnership or foreign registered limited liability partnership whenever its registered agent dies, resigns, or ceases to satisfy the requirements of subsection A.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C6","next_prefix":"E"},"12":{"id":288259,"text":"A registered limited liability partnership’s or foreign registered limited liability partnership’s registered agent may sign a certificate 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 registered limited liability partnership’s or foreign registered limited liability partnership’s new registered agent may sign and submit for filing a certificate 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 subsection A. In either instance, the registered agent or surviving entity shall forthwith file a certificate of change as required in subsection D, which shall recite that a copy of the certificate shall be mailed to the principal office of the registered limited liability partnership or foreign registered limited liability partnership on or before the business day following the day on which the certificate is filed.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"13":{"id":288260,"text":"A registered agent may resign as agent for the registered limited liability partnership or foreign registered limited liability partnership by signing and filing with the Commission a certificate of resignation stating (i) the name of the domestic or foreign registered limited liability partnership, (ii) the name of the agent, and (iii) that the agent resigns from serving as registered agent for the domestic or foreign registered limited liability partnership. The certificate of resignation shall be accompanied by a certification that the registered agent will have a copy of the certificate mailed to the principal office of the registered limited liability partnership or foreign registered limited liability partnership by certified mail on or before the business day following the day on which the certificate is filed. When the certificate of resignation takes effect, the registered office is also discontinued. A certificate of resignation takes effect on the earlier of (a) 12:01 a.m. on the thirty-first day after the date on which the certificate was filed with the Commission or (b) the date on which a certificate of change in accordance with subsection C to appoint a registered agent is filed with the Commission. If any registered limited liability partnership or foreign registered limited liability partnership whose registered agent has filed with the Commission a certificate of resignation fails to file a certificate of change pursuant to subsection C within 31 days after the date on which the certificate of resignation was filed, the Commission shall mail notice to the registered limited liability partnership or foreign registered limited liability partnership of the impending cancellation of its status as a registered limited liability partnership. If the registered limited liability partnership or foreign registered limited liability partnership fails to file a certificate of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the registered limited liability partnership’s or foreign registered limited liability partnership’s status as a registered limited liability partnership shall be automatically canceled as of that day.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"14":{"id":288261,"text":"Whenever a registered limited liability partnership or a foreign registered limited liability partnership fails to appoint or maintain a registered agent in this Commonwealth or whenever its registered agent cannot with reasonable diligence be found at his address, the clerk of the Commission shall be the agent of the partnership upon whom service may be made in accordance with § 12.1-19.1.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"15":{"id":288262,"text":"This section does not prescribe the only means, or necessarily the required means, of serving a registered limited liability partnership or a foreign registered limited liability partnership.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G"}},"ancestry":[{"id":13667,"edition_id":1,"name":"Registered Limited Liability Partnerships","identifier":"9.1","label":"article","depth":3,"order_by":1,"parent_id":12958,"metadata":{},"date_created":"2026-06-26 03:45:31","date_modified":"2026-06-26 03:45:31","permalink":{"id":234953,"object_type":"structure","relational_id":13667,"identifier":"9.1","token":"50\/2.2\/9.1","url":"\/50\/2.2\/9.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12958,"edition_id":1,"name":"Virginia Uniform Partnership Act","identifier":"2.2","label":"chapter","depth":2,"order_by":1,"parent_id":12957,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234691,"object_type":"structure","relational_id":12958,"identifier":"2.2","token":"50\/2.2","url":"\/50\/2.2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12957,"edition_id":1,"name":"Partnerships","identifier":"50","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234229,"object_type":"structure","relational_id":12957,"identifier":"50","token":"50","url":"\/50\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":56977,"structure_id":13667,"section_number":"50-73.132","catch_line":"Registered limited liability partnerships","url":"\/50-73.132\/","token":"50\/2.2\/9.1\/50-73.132","metadata":false},{"id":69935,"structure_id":13667,"section_number":"50-73.133","catch_line":"Name of registered limited liability partnership","url":"\/50-73.133\/","token":"50\/2.2\/9.1\/50-73.133","metadata":false},{"id":71330,"structure_id":13667,"section_number":"50-73.134","catch_line":"Registered limited liability partnership annual continuation reports; automatic cancellation of registration; restoration of status","url":"\/50-73.134\/","token":"50\/2.2\/9.1\/50-73.134","metadata":false},{"id":80469,"structure_id":13667,"section_number":"50-73.135","catch_line":"Registered office and registered agent","url":"\/50-73.135\/","token":"50\/2.2\/9.1\/50-73.135","metadata":false},{"id":68742,"structure_id":13667,"section_number":"50-73.136","catch_line":"Amendment of statement of registration; effect of statement of registration","url":"\/50-73.136\/","token":"50\/2.2\/9.1\/50-73.136","metadata":false},{"id":62017,"structure_id":13667,"section_number":"50-73.137","catch_line":"Cancellation of a registered limited liability partnership","url":"\/50-73.137\/","token":"50\/2.2\/9.1\/50-73.137","metadata":false},{"id":79725,"structure_id":13667,"section_number":"50-73.137:1","catch_line":"Effect of cancellation of limited partnership certificate or registration","url":"\/50-73.137_1\/","token":"50\/2.2\/9.1\/50-73.137_1","metadata":false},{"id":85268,"structure_id":13667,"section_number":"50-73.137:2","catch_line":"Known claims against dissolved registered limited liability partnership","url":"\/50-73.137_2\/","token":"50\/2.2\/9.1\/50-73.137_2","metadata":false},{"id":67846,"structure_id":13667,"section_number":"50-73.137:3","catch_line":"Other claims against dissolved registered limited liability partnership","url":"\/50-73.137_3\/","token":"50\/2.2\/9.1\/50-73.137_3","metadata":false},{"id":74774,"structure_id":13667,"section_number":"50-73.137:4","catch_line":"Court proceedings","url":"\/50-73.137_4\/","token":"50\/2.2\/9.1\/50-73.137_4","metadata":false},{"id":63348,"structure_id":13667,"section_number":"50-73.138","catch_line":"Registration of foreign registered limited liability partnerships","url":"\/50-73.138\/","token":"50\/2.2\/9.1\/50-73.138","metadata":false},{"id":79025,"structure_id":13667,"section_number":"50-73.139","catch_line":"Withdrawal of a foreign registered limited liability partnership","url":"\/50-73.139\/","token":"50\/2.2\/9.1\/50-73.139","metadata":false},{"id":54645,"structure_id":13667,"section_number":"50-73.140","catch_line":"Effect of failure of foreign registered limited liability partnership to register","url":"\/50-73.140\/","token":"50\/2.2\/9.1\/50-73.140","metadata":false},{"id":57246,"structure_id":13667,"section_number":"50-73.141","catch_line":"Applicability of chapter to foreign and interstate commerce","url":"\/50-73.141\/","token":"50\/2.2\/9.1\/50-73.141","metadata":false},{"id":83783,"structure_id":13667,"section_number":"50-73.142","catch_line":"Limited partnerships as registered limited liability partnerships","url":"\/50-73.142\/","token":"50\/2.2\/9.1\/50-73.142","metadata":false},{"id":65341,"structure_id":13667,"section_number":"50-73.143","catch_line":"Registration certificate required for registered limited liability partnership engaged in practice of law","url":"\/50-73.143\/","token":"50\/2.2\/9.1\/50-73.143","metadata":false}],"previous_section":{"id":71330,"structure_id":13667,"section_number":"50-73.134","catch_line":"Registered limited liability partnership annual continuation reports; automatic cancellation of registration; restoration of status","url":"\/50-73.134\/","token":"50\/2.2\/9.1\/50-73.134","metadata":false},"next_section":{"id":68742,"structure_id":13667,"section_number":"50-73.136","catch_line":"Amendment of statement of registration; effect of statement of registration","url":"\/50-73.136\/","token":"50\/2.2\/9.1\/50-73.136","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.135\/","history_text":"

This law was first created in 1996. The record of its establishment is cataloged in chapter 292<\/a> 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. 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 2000, chapter 537<\/a>; in 2001, chapters 517<\/a> and 541<\/a>; in 2003, chapter 597<\/a>; in 2009, chapter 716<\/a>; in 2010, chapter 434<\/a>; in 2013, chapter 18<\/a>.<\/p>","references":[{"id":56977,"section_number":"50-73.132","catch_line":"Registered limited liability partnerships","order_by":null,"url":"\/50-73.132\/"},{"id":71330,"section_number":"50-73.134","catch_line":"Registered limited liability partnership annual continuation reports; automatic cancellation of registration; restoration of status","order_by":null,"url":"\/50-73.134\/"},{"id":63348,"section_number":"50-73.138","catch_line":"Registration of foreign registered limited liability partnerships","order_by":null,"url":"\/50-73.138\/"},{"id":54645,"section_number":"50-73.140","catch_line":"Effect of failure of foreign registered limited liability partnership to register","order_by":null,"url":"\/50-73.140\/"},{"id":74972,"section_number":"8.01-304","catch_line":"How process served on copartner or partnership, domestic or foreign limited liability partnership, and domestic or foreign limited partnership","order_by":null,"url":"\/8.01-304\/"}],"refers_to":false,"permalink":{"id":234967,"object_type":"law","relational_id":80469,"identifier":"50-73.135","token":"50\/2.2\/9.1\/50-73.135","url":"\/50-73.135\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.135\/","token":"50\/2.2\/9.1\/50-73.135","dublin_core":{"Title":"Registered office and registered agent","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.135","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Each registered limited liability partnership<\/span> and each foreign registered limited liability partnership<\/span><\/span> registered pursuant to this article shall continuously maintain in this 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<\/span>; 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 this Commonwealth and is either (i) a general partner of the registered limited liability partnership<\/span>, (ii) an officer or director of a corporate general partner of the registered limited liability partnership<\/span>, (iii) a general partner of a partnership or limited partnership that is a general partner of the registered limited liability partnership<\/span>, (iv) a member or manager of a limited liability company that is a general partner of the registered limited liability partnership<\/span>, (v) a trustee of a trust that is a general partner of the registered limited liability partnership<\/span>, or (vi) a member of the Virginia State<\/span> Bar, and whose business<\/span> 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<\/span> authorized to transact business<\/span> in this Commonwealth, the business<\/span> office of which is identical with the registered office, provided that 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. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The registered agent of a registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> is the partnership’s agent for service of process<\/span>, notice, or demand required or permitted by law<\/span> to be served on the partnership. The sole duty of the registered agent is to forward to the registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> at its last known address any process, notice, or demand that is served on the registered agent. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A registered limited liability partnership<\/span> or a foreign registered limited liability partnership<\/span><\/span> that is registered to transact business<\/span> in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission<\/span> a certificate 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 registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/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 address of its 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 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 registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> will be in compliance with the requirements of this section. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A certificate of change shall forthwith be filed with the Commission<\/span> by a registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> whenever its registered agent dies, resigns, or ceases to satisfy the requirements of subsection A. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A registered limited liability partnership<\/span>’s or foreign registered limited liability partnership<\/span><\/span>’s registered agent may sign a certificate as required above if (i) the business<\/span> 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 registered limited liability partnership<\/span>’s or foreign registered limited liability partnership<\/span><\/span>’s new registered agent may sign and submit for filing a certificate as required above if (a) the former registered agent is a business<\/span> 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<\/span>, and (c) the new registered agent is an entity that is qualified to serve as a registered agent pursuant to subsection A. In either instance, the registered agent or surviving entity shall forthwith file a certificate of change as required in subsection D, which shall recite that a copy of the certificate shall be mailed to the principal office<\/span> of the registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> on or before the business<\/span> day following the day on which the certificate is filed. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> A registered agent may resign as agent for the registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> by signing and filing with the Commission<\/span> a certificate of resignation stating (i) the name of the domestic or foreign registered limited liability partnership<\/span><\/span>, (ii) the name of the agent, and (iii) that the agent resigns from serving as registered agent for the domestic or foreign registered limited liability partnership<\/span><\/span>. The certificate of resignation shall be accompanied by a certification that the registered agent will have a copy of the certificate mailed to the principal office<\/span> of the registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> by certified mail on or before the business<\/span> day following the day on which the certificate is filed. When the certificate of resignation takes effect, the registered office is also discontinued. A certificate of resignation takes effect on the earlier of (a) 12:01 a.m. on the thirty-first day after the date on which the certificate was filed with the Commission<\/span> or (b) the date on which a certificate of change in accordance with subsection C to appoint a registered agent is filed with the Commission<\/span>. If any registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> whose registered agent has filed with the Commission<\/span> a certificate of resignation fails to file a certificate of change pursuant to subsection C within 31 days after the date on which the certificate of resignation was filed, the Commission<\/span> shall mail notice to the registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> of the impending cancellation of its status as a registered limited liability partnership<\/span>. If the registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> fails to file a certificate of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the registered limited liability partnership<\/span>’s or foreign registered limited liability partnership<\/span><\/span>’s status as a registered limited liability partnership<\/span> shall be automatically canceled as of that day. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Whenever a registered limited liability partnership<\/span> or a foreign registered limited liability partnership<\/span><\/span> fails to appoint or maintain a registered agent in this Commonwealth or whenever its registered agent cannot with reasonable diligence be found at his address, the clerk of the Commission<\/span> shall be the agent of the partnership upon whom service may be made in accordance with § 12.1-19.1<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> This section does not prescribe the only means, or necessarily the required means, of serving a registered limited liability partnership<\/span> or a foreign registered limited liability partnership<\/span><\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREGISTERED OFFICE AND REGISTERED AGENT (\u00a7 50-73.135)\n\nA. Each registered limited liability partnership and each foreign registered\nlimited liability partnership registered pursuant to this article shall\ncontinuously maintain in this 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 this Commonwealth and is either (i)\n a general partner of the registered limited liability partnership, (ii) an\n officer or director of a corporate general partner of the registered limited\n liability partnership, (iii) a general partner of a partnership or limited\n partnership that is a general partner of the registered limited liability\n partnership, (iv) a member or manager of a limited liability company that is a\n general partner of the registered limited liability partnership, (v) a trustee\n of a trust that is a general partner of the registered limited liability\n partnership, or (vi) a member of the Virginia State Bar, and whose business\n 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 this Commonwealth, the business office of which is identical with\n the registered office, provided that such a registered agent (i) shall not be\n its 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 registered agent of a registered limited liability partnership or foreign\nregistered limited liability partnership is the partnership’s agent for\nservice of process, notice, or demand required or permitted by law to be served\non the partnership. The sole duty of the registered agent is to forward to the\nregistered limited liability partnership or foreign registered limited liability\npartnership at its last known address any process, notice, or demand that is\nserved on the registered agent.\n\nC. A registered limited liability partnership or a foreign registered limited\nliability partnership that is registered to transact business in the\nCommonwealth may change its registered office or registered agent, or both, upon\nfiling with the Commission a certificate of change on a form prescribed and\nfurnished by the Commission that sets forth:\n\n 1. The name of the registered limited liability partnership or foreign\n registered limited liability partnership;\n\n 2. The address of its current registered office;\n\n 3. If the current address of its registered office is to be changed, the\n post-office address, including the street and number, if any, of the new\n registered office, and the name of the city or county in which it is 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 registered limited liability\n partnership or foreign registered limited liability partnership will be in\n compliance with the requirements of this section.\n\nD. A certificate of change shall forthwith be filed with the Commission by a\nregistered limited liability partnership or foreign registered limited liability\npartnership whenever its registered agent dies, resigns, or ceases to satisfy\nthe requirements of subsection A.\n\nE. A registered limited liability partnership’s or foreign registered\nlimited liability partnership’s registered agent may sign a certificate as\nrequired above if (i) the business address of the registered agent changes to\nanother post office address within the Commonwealth or (ii) the name of the\nregistered agent has been legally changed. A registered limited liability\npartnership’s or foreign registered limited liability partnership’s\nnew registered agent may sign and submit for filing a certificate as required\nabove if (a) the former registered agent is a business entity that has been\nmerged into the new registered agent, (b) the instrument of merger is on record\nin the office of the clerk of the Commission, and (c) the new registered agent\nis an entity that is qualified to serve as a registered agent pursuant to\nsubsection A. In either instance, the registered agent or surviving entity shall\nforthwith file a certificate of change as required in subsection D, which shall\nrecite that a copy of the certificate shall be mailed to the principal office of\nthe registered limited liability partnership or foreign registered limited\nliability partnership on or before the business day following the day on which\nthe certificate is filed.\n\nF. A registered agent may resign as agent for the registered limited liability\npartnership or foreign registered limited liability partnership by signing and\nfiling with the Commission a certificate of resignation stating (i) the name of\nthe domestic or foreign registered limited liability partnership, (ii) the name\nof the agent, and (iii) that the agent resigns from serving as registered agent\nfor the domestic or foreign registered limited liability partnership. The\ncertificate of resignation shall be accompanied by a certification that the\nregistered agent will have a copy of the certificate mailed to the principal\noffice of the registered limited liability partnership or foreign registered\nlimited liability partnership by certified mail on or before the business day\nfollowing the day on which the certificate is filed. When the certificate of\nresignation takes effect, the registered office is also discontinued. A\ncertificate of resignation takes effect on the earlier of (a) 12:01 a.m. on the\nthirty-first day after the date on which the certificate was filed with the\nCommission or (b) the date on which a certificate of change in accordance with\nsubsection C to appoint a registered agent is filed with the Commission. If any\nregistered limited liability partnership or foreign registered limited liability\npartnership whose registered agent has filed with the Commission a certificate\nof resignation fails to file a certificate of change pursuant to subsection C\nwithin 31 days after the date on which the certificate of resignation was filed,\nthe Commission shall mail notice to the registered limited liability partnership\nor foreign registered limited liability partnership of the impending\ncancellation of its status as a registered limited liability partnership. If the\nregistered limited liability partnership or foreign registered limited liability\npartnership fails to file a certificate of change on or before the last day of\nthe second month immediately following the month in which the impending\ncancellation notice was mailed, the registered limited liability\npartnership’s or foreign registered limited liability partnership’s\nstatus as a registered limited liability partnership shall be automatically\ncanceled as of that day.\n\nG. Whenever a registered limited liability partnership or a foreign registered\nlimited liability partnership fails to appoint or maintain a registered agent in\nthis Commonwealth or whenever its registered agent cannot with reasonable\ndiligence be found at his address, the clerk of the Commission shall be the\nagent of the partnership upon whom service may be made in accordance with §\n12.1-19.1.\n\nH. This section does not prescribe the only means, or necessarily the required\nmeans, of serving a registered limited liability partnership or a foreign\nregistered limited liability partnership.\n\nHISTORY: 1996, c. 292; 2000, c. 537; 2001, cc. 517, 541; 2003, c. 597; 2009, c.\n716; 2010, c. 434; 2013, c. 18; 2021, Sp. Sess. I, c. 487.","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}}