Be it enacted by the General Assembly of Virginia:
1. That §§ 13.1-634 and 13.1-637 of the Code of Virginia are amended and reenacted as follows:
§ 13.1-634. Registered office and registered agent.
A. Each corporation 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:
a. An individual who is a resident of this Commonwealth and either an officer or director of the corporation or 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 sole duty of the registered agent is to forward to the corporation at its last known address any process, notice or demand that is served on the registered agent.
C. Notwithstanding any provision of subsection A to the contrary, the business office of an individual registered agent, who is a resident of this Commonwealth and either an officer or director of the corporation, may be a post office box within a post office in any locality within the Commonwealth, and his business office need not be identical with the corporation’s registered office.
§ 13.1-637. Service on corporation.
A. A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation. The registered agent may by instrument in writing, acknowledged before a notary public, designate a natural person or persons in the office of the registered agent upon whom any such process, notice or demand may be served and may, by instrument in writing, authorize service of process by facsimile by the sheriff, provided acknowledgement of receipt of service is returned by facsimile to the sheriff. Whenever any person so designated by the registered agent accepts service of process or whenever service is by facsimile, a photographic copy of the instruments designating the person or authorizing the method of service and receipt shall be attached to the return.
B. Whenever a corporation fails to appoint or maintain a registered agent in this Commonwealth, whenever the business office of the registered agent is a post office box as authorized by subsection C of § 13.1-634, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the clerk of the Commission shall be an agent of the corporation upon whom service may be made in accordance with § 12.1-19.1.
C. This section does not prescribe the only means, or necessarily the required means, of serving a corporation.« Return to all articles