Virginia: Corporation Registered-Agent Change and Resignation Requirements

Requirements one by one

The corporation and the agent have different signing routes

Va. Code § 13.1-635 requires the corporation's prescribed statement to identify
the current agent and office, supply any replacement information, and confirm
that the resulting record will comply with § 13.1-634. Under § 13.1-604, the
chair, a vice-chair, the president, or another corporate officer may sign, and
the signer states a name and capacity. A seal, attestation, acknowledgment, or
verification is optional under that general filing rule.

The agent's authority is narrower. The agent may sign when its Virginia business
address changes or its legal name changes. A successor entity may also sign when
the former agent merged into it, the merger instrument is already on the
Commission's record, and the survivor remains qualified. Either agent-filed
route must recite that a copy will be mailed to the corporation's principal
office by the next business day.

Eligibility links the agent's business office to the registered office

Va. Code § 13.1-634 requires both the office and agent continuously. An
individual agent must be a Virginia resident and either an officer or director
of the corporation or a Virginia State Bar member. An entity agent may be an
authorized stock or nonstock corporation, LLC, or registered LLP, but cannot be
the corporation's own agent.

For either agent type, the agent's business office is identical to the registered
office. An entity agent also uses a notarized written instrument to designate
one or more natural persons for service and continuously keeps at least one of
them at that office. Section 13.1-635 describes a new office by its post-office
address, street and number if any, and Virginia city or county; it does not use
the CTA worksheet's broader phrase "complete physical business address."

Resignation has both a mailing step and a delayed endpoint

Va. Code § 13.1-636 requires the agent's signed resignation statement to name the
corporation and agent and state the resignation. It must be accompanied by a
certification that a copy will be sent by certified mail to the corporation's
principal office no later than the next business day after filing.

The appointment and registered office end at the earlier of 12:01 a.m. on the
thirty-first day after filing or the filing date of a compliant statement naming
a successor. The SCC currently lists both the resignation and the corporation's
change filing as no-fee online filings, with a requested paper change form and a
downloadable resignation form.

Annual-report, correction, and change filings are not interchangeable

Va. Code § 13.1-775 requires the annual report to repeat the registered agent and
office then in effect. The SCC's current lifecycle page nevertheless directs an
agent or office update to SCC635/834; its SCC1 annual-report route is described
for principal-office, director, and officer updates.

Va. Code § 13.1-607 supplies a different correction tool for inaccurate,
improperly authorized, defectively signed, or defectively transmitted articles.
It must arrive within 30 days and relates back subject to reliance protection. It
is not the route for a later agent or office change. Under § 13.1-606, the
ordinary statement of change instead takes effect when the Commission accepts it
for filing.

What trips people up

The day-31 resignation endpoint is not the corporation's full cure deadline.
Va. Code § 13.1-752 starts a separate sequence if no successor statement is filed
within 31 days: the Commission mails an impending-termination notice, and the
corporation is automatically terminated if it still has not filed before the
last day of the second month immediately following the notice month. Independently,
§ 13.1-753 permits involuntary termination for failure to maintain an agent or
office, but only after a Commission rule gives the corporation an opportunity to
be heard and show cause.

Service also does not disappear with the appointment. Va. Code § 13.1-637 makes
the Commission clerk an alternate agent when the corporation has no maintained
registered agent or the agent cannot be found with reasonable diligence at the
registered office. That section expressly says it is not necessarily the only or
required service method.

Common questions

Does Virginia require the new registered agent to sign the corporation's filing?

Section 13.1-635 lists the new agent's name but does not state a separate consent
signature or attachment. The Commission's prescribed form and current filing
instructions still control the actual submission.

Can the current agent update every represented corporation in one bulk filing?

The cited Virginia Stock Corporation Act states per-corporation name/address and
merger-successor routes. It does not establish a separate commercial-agent list
or one-statement bulk update for all represented corporations.

Does changing the agent resolve earlier service or a private provider dispute?

No statutory text cited here says that it does. The filing updates the public
agent record prospectively; completed service, deadlines, and a provider's
private contract remain separate questions.

Statutes and sources

• Va. Code §§ 13.1-603, 13.1-604, and 13.1-606 to -607. Scope, signer,
  prescribed-form filing, effectiveness, and correction. Official current text
  accessed August 23, 2026.
• Va. Code §§ 13.1-634 to -637. Continuous agent and office, qualifications,
  change routes, resignation, notice, timing, and service. Official current text
  accessed August 23, 2026.
• Va. Code §§ 13.1-752 to -753 and 13.1-775. Automatic and involuntary
  termination and annual-report content. Official current text accessed August
  23, 2026.
• Virginia SCC, Virginia Stock Corporations. Current filing route and fee
  table, accessed August 23, 2026.