Commonwealth of Virginia
Statement of Registered Agent Change and/or Designation
(Court-Ready Template – Va. Code Ann. § 13.1-634; § 13.1-1016)
[// GUIDANCE: This template is designed for use by Virginia stock corporations, non-stock corporations, limited liability companies, and foreign entities registered to do business in Virginia. Delete inapplicable bracketed options, complete all placeholders, attach any required schedules, and file the executed document with the Virginia State Corporation Commission (“SCC”) together with the statutory filing fee. DO NOT submit this guidance text with the filing.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants
- Default & Remedies (Intentionally Omitted – Not Applicable)
- Risk Allocation (Intentionally Omitted – Not Applicable)
- Dispute Resolution (Statutory; Non-Negotiable)
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title.
Statement of Registered Agent Change and/or Registered Office Address Change (the “Statement”).
1.2 Parties.
(a) [LEGAL NAME OF ENTITY], a [Virginia / Foreign (State of Formation)] [Corporation / Limited Liability Company / Other] (the “Entity”).
(b) [LEGAL NAME OF NEW REGISTERED AGENT], [an individual resident of Virginia / a Virginia or foreign business entity authorized to transact business in Virginia] (the “Registered Agent”).
1.3 Effective Date.
This Statement shall become effective on (check one):
☐ the date and time of filing with the SCC; or ☐ [DELAYED EFFECTIVE DATE] at [TIME] Eastern.
[// GUIDANCE: A delayed effective date may not exceed 15 days after SCC filing (see Va. Code Ann. § 13.1-606).]
1.4 Governing Law.
This Statement is governed by the Virginia Stock Corporation Act, the Virginia Non-Stock Corporation Act, the Virginia Limited Liability Company Act, or other applicable title of the Code of Virginia, as amended (collectively, “Virginia Entity Laws”).
2. DEFINITIONS
“Entity” – The business organization identified in Section 1.2(a).
“Registered Agent” – The individual or entity identified in Section 1.2(b) that meets the statutory qualifications of Va. Code Ann. § 13.1-634 or § 13.1-1016, as applicable.
“Registered Office” – The physical location in the Commonwealth of Virginia identified in Section 3.1(b) at which the Registered Agent maintains a business office.
3. OPERATIVE PROVISIONS
3.1 Change / Designation.
(a) Registered Agent. The Entity hereby appoints the Registered Agent as its registered agent in the Commonwealth of Virginia.
(b) Registered Office. The street address of the Registered Office is:
[STREET ADDRESS (No P.O. Box)],
[City or County], Virginia [ZIP].
The Registered Office is located in the ☐ City / ☐ County of [NAME OF CITY/COUNTY].
(c) Same Address Confirmation. ☐ The business office of the Registered Agent is identical to the Registered Office.
3.2 Previous Appointment Superseded.
Upon the effectiveness of this Statement, any prior appointment of a registered agent or registered office for the Entity on record with the SCC is terminated without further act.
3.3 Consent of Registered Agent.
The Registered Agent hereby accepts the appointment set forth herein and affirms that he/she/it is aware of and will perform the obligations imposed under Virginia Entity Laws.
4. REPRESENTATIONS & WARRANTIES
4.1 Entity Representations. The Entity represents that:
(a) It is in good standing with the SCC or has contemporaneously filed all requisite documents to restore such standing; and
(b) The information contained in this Statement is true, complete, and correct as of the date of execution.
4.2 Registered Agent Representations. The Registered Agent represents that:
(a) If an individual, he or she is a resident of Virginia and (check one):
☐ a director or officer of the Entity; ☐ a member of the Virginia State Bar; or ☐ a shareholder of a Virginia professional corporation; OR
(b) If an entity, it is authorized to transact business in Virginia and its SCC ID No. is [____].
(c) The Registered Agent’s business office is identical to the Registered Office provided in Section 3.1(b).
4.3 Survival. The representations and warranties in this Section survive filing of this Statement.
5. COVENANTS
5.1 Duty to Forward Process.
The Registered Agent covenants to forward to the Entity at its last known address all process, notices, and demands served upon the Registered Agent on behalf of the Entity, in compliance with Va. Code Ann. § 13.1-638 or § 13.1-1018.
5.2 Notification of Resignation or Ineligibility.
The Registered Agent covenants to deliver to the Entity and file with the SCC any notice of resignation or notice of change in status that renders the Registered Agent ineligible to serve, within the statutory timeframes.
6. DEFAULT & REMEDIES
[// GUIDANCE: Reserved—statutory consequences (administrative termination, etc.) apply; contractual default provisions are unnecessary.]
7. RISK ALLOCATION
[// GUIDANCE: Indemnification, liability caps, and insurance provisions are not customary or required for a statutory registered agent filing and are therefore omitted pursuant to the user’s metadata.]
8. DISPUTE RESOLUTION
8.1 Statutory Forum.
Any challenge to or dispute arising out of the rejection or acceptance of this Statement shall be brought before the State Corporation Commission of the Commonwealth of Virginia pursuant to its administrative procedures and, if applicable, appealed to the Supreme Court of Virginia as provided by law.
9. GENERAL PROVISIONS
9.1 Amendment.
This Statement may be amended only by filing a subsequent statement of change in accordance with Virginia Entity Laws.
9.2 Severability.
If any provision of this Statement is determined to be invalid or unenforceable under applicable law, such invalidity shall not affect the remaining provisions, which shall be construed to effectuate the intent of the parties to the fullest extent lawful.
9.3 Entire Statement.
This document constitutes the entire statement of registered agent and/or registered office change/designation for the Entity and supersedes all prior filings on the subject matter hereof.
9.4 Electronic Signatures.
Pursuant to the Uniform Electronic Transactions Act (Va. Code Ann. § 59.1-479 et seq.), facsimile, PDF, or other electronic signatures shall be deemed originals for all purposes.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Statement as of the date set forth below.
A. Entity Signature
[NAME OF AUTHORIZED SIGNER]
[Title e.g., President / Manager / General Partner]
Date: ____
SCC ID No. of Entity: [__]
B. Registered Agent Acceptance
☐ Individual Registered Agent
I, __________, hereby consent to serve as registered agent and affirm the accuracy of Section 4.2.
Signature: ______ Date: ______
☐ Entity Registered Agent (attach evidence of authorization, e.g., board resolution)
Entity Name: ______
SCC ID No.: [_]
By: ______ (Authorized Representative)
Name / Title: ____
Date: _____
[Seal, if any]
[// GUIDANCE: Notarization is NOT required for Virginia SCC filings. Verify current SCC form numbers and filing fees (available at https://cis.scc.virginia.gov). File online via CIS or mail the original to: Clerk’s Office, State Corporation Commission, P.O. Box 1197, Richmond, VA 23218-1197.]
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