There are a number of reasons you might need to change your Virginia LLC’s registered agent. Maybe your designated registered agent moved out of state, left the company, or no longer wants the responsibility. Maybe you had assigned the job to yourself, and you no longer want your address on public record. Maybe (hopefully) your business has expanded so much that you no longer have time to handle the registered agent responsibilities.
Whatever your reason may be, changing a registered agent in Virginia might seem like a daunting task, with a mountain of paperwork and legal proceedings involved. However it’s actually quite simple, and this guide will help make the process quick and painless.
The Commonwealth of Virginia has certain requirements for changing your LLC’s registered agent. To make a registered agent change, a business entity needs to file a “Statement of Change of Registered Agent and/or Registered Office” with the Office of the Clerk either online or by mail. A business that wants a paper form needs to submit a special request to the Clerk’s Office.
The State Corporation Commission has an entire FAQ dedicated to registered agents, with plenty of useful information.
You can’t pick just anyone to be a registered agent for your LLC. The Commonwealth of Virginia puts certain restrictions on who can serve as one. If you’re choosing or changing your registered agent, keep these requirements in mind. The registered agent in Virginia must:
* If your registered agent is a foreign business entity, it must be authorized to transact business in Virginia
The Virginia State Corporation Commission has a pretty straightforward procedure for registered agent changes. SCC eFile, their online filing portal, makes it quick and easy to get your new agent on record.
Follow these steps and you’ll be finished in no time.
It’s also possible, albeit more complicated, to file by mail. This is because you’ll first need to formally request a paper form from the State Corporation Commission. On this page, check the box for “Statement/Certificate of Change of Registered Office/Registered Agent” and fill in your information. The SCC will send you a form, which you can complete and mail back to:
State Corporation Commission, Office of the Clerk
P.O. Box 1197
Richmond, Virginia 23218-1197
Perhaps the best thing about changing your registered agent in Virginia is that it’s completely free. Don’t worry about paying a fee when submitting your electronic or paper form.
Some states allow businesses to make registered agent changes on their Annual Reports. However, since Virginia doesn’t require LLCs to file annual reports, this isn’t an option.
If you’re too busy, or if you’d feel more comfortable letting someone else take the reins, you have the option of hiring a company or individual to file your paperwork for you. It’s a great way to save time and stress.
Submit your form? Pay your fee? You’re all done! Online filings are processed immediately and mailed forms take 6-9 business days.
Think of your registered agent as a mediator between you and the Commonwealth of Virginia, the person or business entity that handles some of your most important paperwork.
In case you thought the registered agent was just a formality, look at the documents they handle:
A lot of important stuff. Which is why a reliable registered agent is essential to every Virginia business owner.
By handling high-priority and sensitive documents on your behalf, your registered agent takes care of your communications with the state, so you can spend more time building your business.
Plus, if you operate a Virginia small business from out of state, a trustworthy registered agent is especially important, as the state requires a local contact for your LLC. Having this contact ensures your company will receive and respond to time-sensitive documents, so you won’t miss filings and get hit with penalties.
If you’re unsure where to find a good Virginia registered agent, consider using a registered agent service. These companies provide you a reliable, professional registered agent so you can have peace of mind knowing you won’t ever miss a filing, tax deadline, or state correspondence.
Sure, you can jump online, search “registered agent services,” and get a ton of results. But the truth is that not all of these services are trustworthy. So, we’ve done some research for you. If you want to know you’re getting a top-quality registered agent, take a look at our comparison guide on the best registered agents. Many of these providers can also form an LLC for you if you’re needing a fresh start. ZenBusiness is a very well known option.
There are numerous reasons you might need to give up your Virginia registered agent role, but only one way to resign.
Registered agents play an important role in the life of an LLC, handling sensitive legal and tax documents, so it’s essential that agents follow proper resignation procedures. Otherwise, you could leave your company with unplanned fines or penalties, and you could be individually liable.
Fortunately, for Virginia LLCs it is easy.
Follow these steps and the hardest part of your resignation won’t be the process itself, it’ll be saying “so long” to your former business.
The State Corporation Commission’s resignation process only requires that you inform your LLC “on or before the business day following the day on which the statement is filed.” Still, notifying the company a little earlier – before you file with the state – can make the process smoother for everyone involved. Giving advance warning will allow your LLC more time to plan for a registered agent change and avoid the penalties for operating without an agent.
It will also help you hand off your responsibilities sooner. Even after you file your resignation, you’ll remain on file as the LLC’s registered agent for 31 days unless they appoint a replacement sooner. If they have extra time to get someone lined up, you can transition out of your role right away.
In order to officially get the ball rolling with your resignation, you’ll need to get your hands on a copy of the “Statement of Resignation of Registered Agent.” There are two ways to file this form: online and with a hard copy.
If you’re looking to resign as soon as possible, filing online is the quicker method. Go to the SCC’s eFile portal and click the “Get Started” button under “Existing Businesses.” On the next page, select “Registered Agent Resignation,” enter the company’s SCC ID (or name if you don’t know the ID) and you’ll be off and running.
Or, download Form LLC1017 from the Limited Liability Companies Forms page. You must fill it out using a PDF editor (like Adobe Acrobat) or black ink. Here’s the information you need to complete it:
That wasn’t so bad. And what’s even better is that there’s no filing fee, so put your checkbook away – you won’t need it. To file by mail, send the form to:
Clerk of the State Corporation Commission
P.O. Box 1197
Richmond, Virginia 23219
Live in Richmond? You can also hand-deliver it to the 1st floor of the Tyler Building at 1300 East Main St., Richmond, Virginia 23219.
Online filings are processed right away, while mailed or in-person submissions can take 1-3 weeks. As mentioned above, your resignation will not take effect until 31 days after it’s been processed unless your LLC brings on a new agent sooner. Just be aware that you may continue receiving service of process for up to one month after you resign.
When you put down your registered agent responsibilities, someone else has to pick them up, or your LLC will lose its good standing with the state. Help your LLC keep its momentum by carefully planning your transition.
This starts with finding a successor who’s ready to take over right away. Even a small gap in registered agent coverage can result in severe penalties. After you resign and wait the requisite 31 days, you’ll be off the books. If your LLC hasn’t appointed a replacement by that time, the clock starts ticking. Any Virginia company that goes 30 or more days without a valid registered agent will have its authority to transact business canceled.
No matter who the LLC appoints as your successor, they meet Virginia’s registered agent requirements, which means they must:
An LLC can assign registered agent duties to one of its individual members, but outsourcing them to a professional service can save time and reduce stress.
We recommend using a registered agent service, which can take over registered agent duties, freeing up more time for the LLC’s managers to focus on running the business.
You do a lot for your Virginia LLC. You’re essentially the shield that protects it from fines, the filter that catches important documents, the conductor that keeps it on track with compliance.
Because you play such an important role, it’s crucial that you follow the resignation procedures exactly — and potentially provide a replacement agent for the business. Otherwise, you might find yourself and your LLC in hot water.
Follow this guide and you’ll be totally fine. Soon, you’ll be on to your next project, whether that’s starting a new business in Virginia or something completely different.
If you need a fresh start and would like to form a brand new LLC, there are plenty of services that can take care of this for you. ZenBusiness and LegalZoom are two very popular options.
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