HB1105: Business entities; statement of change of registered agent, etc., may be filed electronically.

HOUSE BILL NO. 1105
Offered January 13, 2010
Prefiled January 13, 2010
A BILL to amend and reenact §§ 13.1-635, 13.1-636, 13.1-764, 13.1-765, 13.1-834, 13.1-835, 13.1-926, 13.1-927, 13.1-1016, 13.1-1017, 13.1-1221, 13.1-1222, 50-73.6, and 50-73.135 of the Code of Virginia, relating to business entities; registered office and registered agent.
Patron-- Joannou

Committee Referral Pending

Be it enacted by the General Assembly of Virginia:

1.  That §§ 13.1-635, 13.1-636, 13.1-764, 13.1-765, 13.1-834, 13.1-835, 13.1-926, 13.1-927, 13.1-1016, 13.1-1017, 13.1-1221, 13.1-1222, 50-73.6, and 50-73.135 of the Code of Virginia are amended and reenacted as follows:

§ 13.1-635. Change of registered office or registered agent.

A. A corporation may change its registered office or registered agent, or both, upon filing in the office of with the Commission a statement of change on a form supplied prescribed and furnished by the Commission that sets forth:

1. The name of the corporation;

2. The address of its current registered office;

3. If the current 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 to be 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 corporation will be in compliance with the requirements of § 13.1-634.

B. A statement of change shall forthwith be filed in the office of with the Commission by a corporation whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 13.1-634.

C. If A corporation's registered agent may sign a statement as required above if (i) the business address of a the registered agent changes to another place post office address within this the Commonwealth, or (ii) the name of a the registered agent changes, or (iii) a has been legally changed. A corporation's new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent merges 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 § 13.1-634. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above except that it need be signed, either manually or in facsimile, only by the registered agent or the surviving entity and must, which shall recite that a copy of the statement has been shall be mailed to the principal office address of the corporation on whose behalf it is to be or before the business day following the day on which the statement is filed.

§ 13.1-636. Resignation of registered agent.

A. A registered agent may resign the agency appointment by signing and filing with the Commission his a statement of resignation accompanied by a certification that the registered agent has mailed shall mail a copy thereof to the principal office of the corporation by certified mail on or before the business day following the day on which the statement is filed. The statement of resignation may include a statement that the registered office is also discontinued.

B. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

§ 13.1-764. Change of registered office or registered agent of a foreign corporation.

A. A foreign corporation authorized to transact business in this the Commonwealth may change its registered office or registered agent by, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets forth:

1. The name of the foreign corporation;

2. The address of its current registered office;

3. If the current registered office is to be changed, the post office address of the new registered office, including both (i) the post-office address with street and number, if any, of the new registered office, and (ii) the name of the county or city or county in which it is to be 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 corporation will be in compliance with the requirements of § 13.1-763.

B. 1. A new statement of change shall forthwith be filed with the Commission by the a foreign corporation whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 13.1-763.

2. If C. A foreign corporation's registered agent may sign a statement as required above if (i) the business address of a the registered agent changes to another place post office address within this the Commonwealth, or (ii) the name of a the registered agent changes, or (iii) a has been legally changed. A foreign corporation's new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent merges 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 § 13.1-763. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above except that it need be signed only by the registered agent or the surviving entity and must, which shall recite that a copy of the statement has been shall be mailed to the principal office of the foreign corporation on whose behalf it is to be or before the business day following the day on which the statement is filed.

§ 13.1-765. Resignation of registered agent of foreign corporation.

A. The registered agent of a foreign corporation may resign the agency appointment by signing and filing with the Commission a statement of resignation accompanied by a certification that the registered agent has mailed shall mail a copy thereof to the principal office of the corporation by certified mail on or before the business day following the day on which the statement is filed. The statement of resignation may include a statement that the registered office is also discontinued.

B. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

§ 13.1-834. Change of registered office or registered agent.

A. A corporation may change its registered office or registered agent, or both, upon filing in the office of with the Commission a statement of change on a form supplied prescribed and furnished by the Commission that sets forth:

1. The name of the corporation;

2. The address of its current registered office;

3. If the current 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 county or city or county in which it is to be 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 corporation will be in compliance with the requirements of § 13.1-833.

B. A statement of change shall forthwith be filed in the office of with the Commission by a corporation whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 13.1-833.

C. If A corporation's registered agent may sign a statement as required above if (i) the business address of a the registered agent changes to another place post office address within the Commonwealth, or (ii) the name of a the registered agent changes, or (iii) a has been legally changed. A corporation's new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent merges 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 § 13.1-833. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above except that it need be signed, either manually or in facsimile, only by the registered agent or the surviving entity, reciting, which shall recite that a copy of the statement has been shall be mailed to the principal office address of the corporation on whose behalf it is to be or before the business day following the day on which the statement is filed.

§ 13.1-835. Resignation of registered agent.

A. A registered agent may resign his the agency appointment by signing and filing with the Commission his a statement of resignation accompanied by a certification that he has mailed the registered agent shall mail a copy thereof to the principal office of the corporation by certified mail on or before the business day following the day on which the statement is filed. The statement of resignation may include a statement that the registered office is also discontinued.

B. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

§ 13.1-926. Change of registered office or registered agent of a foreign corporation.

A. A foreign corporation authorized to transact business in the Commonwealth may change its registered office or registered agent by, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets forth:

1. The name of the foreign corporation;

2. The address of its current registered office;

3. If the current registered office is to be changed, the post office address of the new registered office, including both (i) the post-office address with street and number, if any, of the new registered office, and (ii) the name of the city or county in which it is to be 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 corporation will be in compliance with the requirements of § 13.1-925.

B. A new statement of change shall forthwith be filed with the Commission by the a foreign corporation whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 13.1-925.

C. If A foreign corporation's registered agent may sign a statement as required above if (i) the business address of a the registered agent changes to another place post office address within the Commonwealth, or (ii) the name of a the registered agent changes, or (iii) a has been legally changed. A foreign corporation's new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent merges 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 § 13.1-925. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above except that it need be signed only by the registered agent or the surviving entity and, which shall contain a statement recite that a copy of the statement has been shall be mailed to the principal office address of the foreign corporation on whose behalf it is to be or before the business day following the day on which the statement is filed.

§ 13.1-927. Resignation of registered agent of foreign corporation.

A. The registered agent of a foreign corporation may resign his the agency appointment by signing and filing with the Commission his a statement of resignation accompanied by a certification that he has mailed the registered agent shall mail a copy thereof to the principal office of the corporation by certified mail on or before the business day following the day on which the statement is filed. The statement of resignation may include a statement that the registered office is also discontinued.

B. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

§ 13.1-1016. Change of registered office or registered agent.

A. A limited liability company or a foreign limited liability company registered pursuant to Article 10 (§ 13.1-1051 et seq.) of this chapter to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing in the office of with the Commission a statement of change on a form supplied prescribed and furnished by the Commission that sets forth:

1. The name of the limited liability company or foreign limited liability company;

2. The address of its current registered office;

3. If the current 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 to be 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 limited liability company domestic or foreign limited liability company will be in compliance with the requirements of § 13.1-1015.

B. A statement of change shall forthwith be filed in the office of with the Commission by a limited liability company domestic or a foreign limited liability company registered pursuant to Article 10 (§ 13.1-1051 et seq.) of this chapter whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 13.1-1015.

C. If A domestic or foreign limited liability company's registered agent may sign a statement as required above if (i) the business address of a the registered agent changes to another place post office address within this the Commonwealth, or (ii) the name of a the registered agent changes, or (iii) a has been legally changed. A domestic or foreign limited liability company's new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent merges 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 § 13.1-1015. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above except that it need be signed, either manually or in facsimile, only by the registered agent or the surviving entity and must, which shall recite that a copy of the statement has been shall be mailed to the principal office address of the domestic or foreign limited liability company on whose behalf it is to be or before the business day following the day on which the statement is filed.

§ 13.1-1017. Resignation of registered agent.

A. A The registered agent of a domestic or foreign limited liability company may resign his the agency appointment by signing and filing with the Commission a statement of resignation accompanied by his a certification that he has mailed the registered agent shall mail a copy thereof by certified mail to the principal office of the limited liability company domestic or foreign limited liability company by certified mail on or before the business day following the day on which the statement is filed. The statement of resignation may also include a statement that the registered office is also discontinued.

B. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

§ 13.1-1221. Change of registered office or registered agent.

A. A business trust or a foreign business trust registered pursuant to Article 9 (§ 13.1-1241 et seq.) of this chapter to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing in the office of with the Commission a statement of change on a form supplied prescribed and furnished by the Commission that sets forth:

1. The name of the business trust or foreign business trust;

2. The address of its current registered office;

3. If the current 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 to be 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 business trust domestic or foreign business trust will be in compliance with the requirements of § 13.1-1220.

B. A statement of change shall forthwith be filed in the office of with the Commission by a business trust domestic or a foreign business trust registered pursuant to Article 9 (§ 13.1-1241 et seq.) of this chapter whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 13.1-1220.

C. If A domestic or foreign business trust's registered agent may sign a statement as required above if (i) the business address of a the registered agent changes to another place post office address within this the Commonwealth, or (ii) the name of a registered agent changes, or (iii) a has been legally changed. A domestic or foreign business trust's new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent merges 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 § 13.1-1220. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above except that it need be signed, either manually or in facsimile, only by the registered agent or the surviving entity and, which shall recite that a copy of the statement has been shall be mailed to the principal office address of the domestic or foreign business trust on whose behalf it is to be or before the business day following the day on which the statement is filed.

§ 13.1-1222. Resignation of registered agent.

A. A registered agent may resign his the agency appointment by signing and filing with the Commission a statement of resignation accompanied by his a certification that he has mailed the registered agent shall mail a copy thereof by certified mail to the principal office of the business trust domestic or foreign business trust on or before the business day following the day on which the statement is filed. The statement of resignation may also include a statement that the registered office is also discontinued.

B. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

§ 50-73.6. Resignation of registered agent.

A. A registered agent may resign his the agency appointment by signing and filing with the Commission a statement of resignation accompanied by his a certification that he has mailed the registered agent shall mail a copy thereof by certified mail to the business address of any general partner set forth in the limited partnership's certificate of principal office of the domestic or foreign limited partnership by certified mail on or before the business day following the day on which the statement is filed. The statement of resignation may include a statement that the registered office is also discontinued.

B. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

§ 50-73.135. Registered office and registered agent.

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 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 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'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 agent office or the address of its registered office agent, or both, upon filing with the Commission a certificate of change on a form supplied 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 address of its 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. Whenever 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 of this section, a registered limited liability partnership or foreign registered limited liability partnership shall promptly execute and file with the Commission a certificate of change.

E. If 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 a the registered agent changes to another place post office address within this the Commonwealth, or (ii) the name of a the registered agent changes, or (iii) a 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 merges 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 of this section. In either instance, the registered agent or surviving entity shall forthwith file a certificate of change as required in subsection D, except that it need be signed, either manually or in facsimile, only by the registered agent or the surviving entity and which shall recite that a copy of the certificate has been shall be mailed to the principal office of the registered limited liability partnership or foreign registered limited liability partnership on whose behalf it is to be or before the business day following the day on which the certificate is filed at its principal office.

F. A registered agent may resign his the agency appointment by signing and filing with the Commission a certificate of resignation accompanied by his a certification that he has mailed the registered agent shall mail a copy thereof by certified mail to the address of the principal office of the partnership set forth in the statement of registration for 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. The certificate of resignation may include a statement that the registered office is also discontinued. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the certificate was filed. 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. 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.

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.