                                 CODE OF VIRGINIA

REGISTERED OFFICE AND REGISTERED AGENT (§ 50-73.135)

A. Each registered limited liability partnership and each foreign registered
limited liability partnership registered pursuant to this article shall
continuously maintain in this Commonwealth:

   1. A registered office that may be the same as any of its places of business;
   and

   2. A registered agent who shall be either:
   				a. 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
   				b. 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. The registered agent of a registered limited liability partnership or foreign
registered limited liability partnership is the partnership&#8217;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. 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:

   1. The name of the registered limited liability partnership or foreign
   registered limited liability partnership;

   2. The address of its current registered office;

   3. 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;

   4. The name of its current registered agent;

   5. If the current registered agent is to be changed, the name of the new
   registered agent; and

   6. 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.

D. 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.

E. A registered limited liability partnership&#8217;s or foreign registered
limited liability partnership&#8217;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&#8217;s or foreign registered limited liability partnership&#8217;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. 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&#8217;s or foreign registered limited liability partnership&#8217;s
status as a registered limited liability partnership shall be automatically
canceled as of that day.

G. 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 &#xA7;
12.1-19.1.

H. 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.

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.