V.I. Code Title 13 - registered/resident agent provisions (Justia 2019 edition consolidation, fetched 2026-08-02, wave ra-2026-08) ================================================================================ 13 V.I.C. s 51. Principal office and resident agent in United States Virgin Islands ================================================================================ Every corporation shall maintain a principal office or place of business in the United States Virgin Islands and shall have a resident agent in charge thereof, who may be an officer of the corporation, or an individual resident in, or a corporation located in the United States Virgin Islands on whom service of legal process against the corporation can be made. ================================================================================ 13 V.I.C. s 52. Change of location of principal office; change of resident agent ================================================================================ The board of directors of any corporation organized under the laws of the United States Virgin Islands may change the location of the principal office or place of business of the corporation within the United States Virgin Islands to any other place within the United States Virgin Islands by resolution adopted at a regular or special meeting of the board. By like resolution, the resident agent of a corporation may be changed to any other individual or corporation. In either such case, the resolution shall be as detailed in its statement as is provided in subsection (a)(5) of section 2 of this title. Upon the filing of two copies of such resolution in the office of the Lieutenant Governor, each signed by the president or vice-president and the secretary or an assistant secretary of the corporation and sealed with its corporate seal, the Lieutenant Governor shall certify one copy under his hand and seal of office and the certified copy shall be filed in the office of the clerk of the district court in the judicial division in which the articles of incorporation are filed. If the resolution changes the location of the principal office or place of business from one judicial division to the other judicial division, the clerk of the district court shall transfer to, file and index in his office in such other division all certificates and other papers relating to such corporation theretofore on file with him. For filing the certificate, the Lieutenant Governor shall charge the fee prescribed in section 431(a)(10) of this title. ================================================================================ 13 V.I.C. s 53. Change of address of resident agent ================================================================================ The location of the office of any resident agent of corporations in any town of the United States Virgin Islands may be transferred from one address to another in the same town, or in another town in the United States Virgin Islands, upon the making and executing by such resident agent of a certificate, duly acknowledged before an officer authorized to authenticate signatures, setting forth the names of all corporations represented by such agent, and the address at which such resident agent has maintained the principal office or place of business for each of such corporations, and further certifying to the new address to which such resident agency will be transferred on a given day, and at which new address such resident agent will thereafter maintain the principal office or place of business for each of the corporations recited in the certificate. Upon the filing of such certificate, in duplicate, with the Lieutenant Governor, the Lieutenant Governor shall certify one copy under his hand and seal of office, and the certified copy shall be filed in the office of the clerk of the district court in the judicial division in which the corporation maintains its principal office in the United States Virgin Islands, and thereafter or until further change of address, as authorized by law, the principal office in the United States Virgin Islands of each of the corporations recited in the certificate shall be located at the new address of the resident agent thereof as given in the certificate. The fees to be charged by the Lieutenant Governor for the filing of the certificate shall be those prescribed in section 431(a)(11) of this title. ================================================================================ 13 V.I.C. s 54. Resignation of resident agent coupled with appointment of a successor ================================================================================ The resident agent of one or more corporations, organized and operating under the laws of the United States Virgin Islands, may make and file with the Lieutenant Governor, his or its certificate, in duplicate, resigning the office of resident agent and appointing another individual or corporation as resident agent in his or its stead, and stating further the address of the substituted agent in accordance with the requirements of subsection (a)(5) of section 2 of this title. There shall be attached to each such certificate statements ratifying and approving such change of resident agent. Each such statement shall be executed in duplicate, shall be signed by the president or vice-president of each corporation for which such agent was appointed and sealed with the corporate seal thereof, and shall be duly acknowledged before an officer authorized to authenticate signatures. Upon the filing of such duplicate certificates and accompanying statements in the office of the Lieutenant Governor the substituted agent shall thereupon become the resident agent of such corporations as have ratified and approved such substitution as aforesaid; and the Lieutenant Governor shall then issue his certificate that the substituted resident agent has become the resident agent of the corporations so ratifying and approving such change of resident agent, and setting out the names of such corporations. The certificate of the Lieutenant Governor shall be filed in the office of the clerk of the district court in the judicial division in which the articles of incorporation are filed, and the clerk shall forthwith make a note of the change of resident agent in the index of the articles of incorporation of those corporations which have ratified and approved such change. For filing such certificates of change of resident agent the Lieutenant Governor shall charge the fees prescribed in section 431(a)(12) of this title. ================================================================================ 13 V.I.C. s 55. Resignation of resident agent not coupled with appointment of successor ================================================================================ (a) The resident agent of one or more corporations, organized and existing under the laws of the United States Virgin Islands, may make and file with the Lieutenant Governor his or its written resignation, in duplicate, of the office of resident agent without appointing any individual or corporation as resident agent in his or its stead; but such resignation shall not become effective until 30 days after the certificate is filed. There shall be attached to each copy of such written resignation, an affidavit of such resident agent, if an individual, or of the president or secretary thereof, if a corporation, that at least 30 days prior to the date of the filing of such resignation, due notice was sent by registered mail to the corporation for which such resident agent was acting, at the principal office thereof outside the United States Virgin Islands, if known to such resident agent, or, if not, to the last known address of the attorney or other individual at whose request such resident agent was appointed for such corporation, of the resignation of such resident agent. (b) For the filing of such written resignation the Lieutenant Governor shall charge the fee prescribed in section 431(a)(13) of this title, and upon the filing of such resignation with the Lieutenant Governor, the Lieutenant Governor shall notify the clerk of the district court of the resignation of its resident agent as set forth in such written resignation and the clerk of the district court shall forthwith make a note of the resignation of such resident agent in the index of the articles of incorporation of such corporation. (c) After receipt of the notice of the resignation of its resident agent, provided for in subsection (a) of this section, the corporation for which such resident agent was acting shall obtain and designate a new resident agent to take the place of the resident agent so resigning in the same manner as is provided in section 52 of this title for change of resident agent, and if such corporation fails to obtain and designate a new resident agent as aforesaid, prior to the expiration of the period of 30 days after the filing by the resident agent of the written resignation, such facts shall be duly certified by the Lieutenant Governor to the United States attorney for the Virgin Islands, and the United States attorney shall forthwith commence an action to avoid such corporation's charter in the district court and such court, upon competent proof of the state of facts and upon appropriate steps taken in such action, shall decree the charter of such corporation forfeited. ================================================================================ 13 V.I.C. s 348. Service of process on corporations ================================================================================ In case legal process against a corporation cannot by due diligence be served upon any person authorized to receive it, such process, including the complaint, may be served in duplicate upon the Lieutenant Governor, which service shall be effectual for all purposes of law. Within two days after service upon the Lieutenant Governor, he shall notify the corporation thereof by letter directed to the corporation at its last registered office, in which letter shall be enclosed a copy of the process, the complaint or other papers served. In any action in which the process shall be so served the plaintiff shall pay to the Lieutenant Governor the sum of twenty-five dollars ($25.00), which sum shall be taxed as a part of the costs in the action if the plaintiff shall prevail therein. The Lieutenant Governor shall enter alphabetically in a process book, kept for that purpose, the name of plaintiff and defendant, the title and number, if any, of the cause in which process has been served upon him, and day and hour when the service was made. ================================================================================ 13 V.I.C. s 401. Qualification to do business in the United States Virgin Islands ================================================================================ (a) No corporation created by the laws of any foreign country or any state of the United States, or the laws of the United States, shall do any business in the United States Virgin Islands through or by branch offices, agents or representatives located in the United States Virgin Islands until it shall have filed in the office of the Lieutenant Governor a certified copy of its charter or certificate of incorporation, a certificate signed by its president or vice president and under its corporate seal, attested by its secretary or assistant secretary, stating the name of its authorized agent in the United States Virgin Islands upon whom service of legal process against it may be made, and a sworn statement of the assets, liabilities and capital stock (both authorized and paid up) of the corporation at the close of its last fiscal year. For filing said documents the Lieutenant Governor shall charge the fees prescribed in section 431(a)(8) of this title. (b) The certificate of the Lieutenant Governor under his seal of office, of the filing of the charter or certificate of incorporation and other documents required shall be delivered to the agent of the corporation upon the payment to the Lieutenant Governor of the usual fees for making certified copies, and the certificate shall be prima facie evidence of the right of the corporation to do business in the United States Virgin Islands. ================================================================================ 13 V.I.C. s 404. Service of process on foreign corporation ================================================================================ All process issued out of any court of the United States Virgin Islands against any corporation which has qualified to do business in the United States Virgin Islands, all orders made by any court of the United States Virgin Islands, all rules and notices of any kind required to be served on or given to any corporation, may be served on or given to the agent of the corporation designated in accordance with section 401 or 405 of this title or if at the time such corporation shall have no such agent, then on or to the Lieutenant Governor or an official designated by him to receive such service or notice, and such service or notice shall be as effectual and shall operate as if it had been served on or given to the corporation. ================================================================================ 13 V.I.C. s 405. Change of agent upon whom process may be served ================================================================================ (a) Any foreign corporation, which has qualified to do business in the United States Virgin Islands by filing a certificate of the same kind and nature, and executed as required by section 401 of this title, may change its agent and substitute another agent for the purposes of this chapter. Every agent shall at the time of his appointment be an individual resident in the United States Virgin Islands or a corporation located in the United States Virgin Islands. (b) Any individual or corporation that has been designated by a foreign corporation as its authorized agent for service of process may resign by filing with the Lieutenant Governor a signed statement that he or it is unwilling to continue to act as the agent of the corporation for service of process, including in the statement the post-office address of the corporation. Upon the expiration of 30 days after the filing of the statement with the Lieutenant Governor, the capacity of the individual or corporation, as agent, shall terminate. Upon the filing of the statement, the Lieutenant Governor forthwith shall give written notice, by mail to the corporation of the filing of the statement, which notice shall be addressed to the corporation at the post-office address given in the statement. (c) If any agent designated and certified as required by section 401 of this title dies or removes from the United States Virgin Islands, or resigns, then the foreign corporation for which the agent had been so designated and certified shall, within ten days after the death, removal or resignation of its agent, substitute, designate and certify to the Lieutenant Governor the name of another agent for the purposes of this chapter and all process, orders, rules and notices mentioned in section 404 of this title may be served on or given to the substituted agent with like effect as is prescribed in said section. ================================================================================ 13 V.I.C. s 406. Violations and penalties ================================================================================ Any foreign corporation engaged in, prosecuting, or transacting any business of any kind within the United States Virgin Islands without first having complied with sections 401–405 of this title shall be fined not more than $500 for each such offense. Any agent of any foreign corporation that shall transact any business with the United States Virgin Islands for any foreign corporation before the foreign corporation has complied with all of said sections, shall be fined not more than $500 for each such offense. ================================================================================ 13 V.I.C. s 407. Withdrawal of foreign corporation; service of process ================================================================================ (a) Any foreign corporation which shall have qualified to do business in the United States Virgin Islands under the provisions of section 401 of this title may surrender its authority to do business in the United States Virgin Islands and may withdraw therefrom by filing with the Lieutenant Governor a— (1) certificate signed by its president or a vice-president and under its corporate seal attested by its secretary or an assistant secretary setting forth (A) that it surrenders its authority to transact business in the United States Virgin Islands and withdraws therefrom; and (B) the address to which the Lieutenant Governor may mail any process against the corporation that may be served upon it; or (2) copy of a certificate of dissolution issued by the proper official of the country or state of incorporation, certified to be a true copy under the hand and official seal of the official, accompanied by the information required by clause (B) of paragraph (1) of this subsection; or (3) copy of an order or decree of dissolution made by any court of competent jurisdiction or other competent authority of the country or state of incorporation, certified to be a true copy under the hand of the clerk of the court or other official body, and the official seal of the court or official body or clerk thereof accompanied by the information required by clause (B) of paragraph (1) of this subsection. (b) The Lieutenant Governor shall, upon payment to him of the fees prescribed in section 431 of this title issue a sufficient number of certificates, under its official seal, evidencing the surrender of the authority of the corporation to do business in the United States Virgin Islands and its withdrawal therefrom. One of the certificates shall be furnished to the corporation withdrawing and surrendering its right to do business in the United States Virgin Islands; one certificate shall be delivered to each agent of the corporation designated as such immediately prior to the withdrawal. (c) Upon the issuance of the certificates by the Lieutenant Governor, the appointment of the authorized agent or agents of the corporation in the United States Virgin Islands upon whom process against the corporation may be served, shall be revoked and the corporation shall be deemed to have consented that service of process in any action based upon any cause of action arising in the United States Virgin Islands during the time the corporation was authorized to transact business in the United States Virgin Islands, may thereafter be made by service upon the Lieutenant Governor. (d) In the event of service upon the Lieutenant Governor, the Lieutenant Governor shall forthwith notify the corporation thereof by registered mail directed to the corporation at the address filed with the Lieutenant Governor as provided in subsection (a)(1)(B) of this section, accompanied by a copy of the process, complaint or other papers served upon him. The plaintiff in any action shall serve process or other papers in duplicate and pay to the Lieutenant Governor the sum of twenty-five dollars ($25) for the use of the Government of the United States Virgin Islands, which sum shall be taxed as part of the costs in the action, if the plaintiff shall prevail therein. The Lieutenant Governor shall enter alphabetically in a process book, kept for that purpose, the name of plaintiff and defendant, the title and number, if any, of the cause in which process has been served upon him, and the day and hour when the service was made. (e) No certificates shall be issued under the provisions of this section until all taxes, penalties, or fees due or assessable by the Government of the United States Virgin Islands have been paid by the corporation and the Commissioner of Finance shall have so certified. ================================================================================ 13 V.I.C. s 751. Forfeiture of charter and revocation of permit ================================================================================ The Attorney General is authorized to institute a civil proceedings in the District Court to forfeit the certificate of authority of a corporation organized under the laws of the United States Virgin Islands or to revoke the certificate authorizing a foreign corporation to conduct businesses in the United States Virgin Islands when: (a) Any of the corporation officers or any other person controlling the management or operation of such corporation, with the knowledge of the president and a majority of the board of directors or under such circumstances wherein the president and a majority of the directors should have knowledge, is a person or persons engaged in activities such as organized violent revolutionary or unlawful activity aimed at the overthrow of the Government of the United States Virgin Islands (or any of its instrumentalities, boards, agencies or commissions), organized homosexuality, organized crimes against nature, organized prostitution, organized gambling, organized narcotics, organized extortion, organized embezzlement or who is connected directly or indirectly with organizations, syndicates or criminal societies engaging in such; or (b) A director, officer, employee, agent or stockholder acting for, through or on behalf of such corporation has, in conducting the corporation's affairs, purposely engaged in a persistent course of violent revolutionary or unlawful activity aimed at the overthrow of the Government of the United States Virgin Islands (its instrumentalities, agencies, boards, or commissions), organized crime, homosexuality, crimes against nature, intimidation, coercion, bribery, prostitution, gambling, extortion, embezzlement, unlawful sale of narcotics or other such illegal conduct, with the knowledge of the president and majority of the board of directors or under such circumstances wherein the president and a majority of the directors should have knowledge, with the intent to compel or induce other persons, firms or corporations to deal with such corporation or engage in any such illegal conduct; or (c) For the prevention of future illegal conduct of the same character, the public interest requires the charter of the corporation be forfeited and the corporation be dissolved or the certificate of authority be revoked. ================================================================================ 13 V.I.C. s 1109. Designated office and agent for service of process (ULLCA) ================================================================================ (a) A limited liability company and a foreign limited liability company authorized to do business in the Virgin Islands shall designate and continuously maintain in the Virgin Islands: (1) an office, which need not be a place of its business in the Virgin Islands; and (2) an agent and physical address of the agent for service of process on the company. (b) An agent must be an individual resident of the Virgin Islands, a domestic corporation, another limited liability company, or a foreign corporation or foreign company authorized to do business in the Virgin Islands. ================================================================================ 13 V.I.C. s 1110. Change of designated office or agent for service of process (ULLCA) ================================================================================ A limited liability company may change its designated office or agent for service of process by delivering to the office of the Lieutenant Governor for filing a statement of change which sets forth: (1) the name of the company; (2) the physical address of its current designated office; (3) if the current designated office is to be changed, the physical address of the new designated office; (4) the name and address of its current agent for service of process; and (5) if the current agent for service of process or physical address of that agent is to be changed, the new address or the name and physical address of the new agent for service of process. ================================================================================ 13 V.I.C. s 1111. Resignation of agent for service of process (ULLCA) ================================================================================ (a) An agent for service of process of a limited liability company may resign by delivering to the office of the Lieutenant Governor for filing a record of the statement of resignation. (b) After filing a statement of resignation, the Lieutenant Governor shall mail a copy to the designated office and another copy to the limited liability company at its principal office. (c) An agency is terminated on the 31st day after the statement is filed in the office of the Lieutenant Governor. ================================================================================ 13 V.I.C. s 1112. Service of process (ULLCA) ================================================================================ (a) An agent for service of process appointed by a limited liability company or a foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served upon the company. (b) If a limited liability company or foreign limited liability company fails to appoint or maintain an agent for service of process within the Virgin Islands or the agent for service of process cannot with reasonable diligence be found at the agent's address, the Lieutenant Governor shall be deemed an agent of the company upon whom process, notice, or demand may be served. (c) Service of any process, notice, or demand on the Lieutenant Governor may be made by delivering to and leaving with the Lieutenant Governor, the Director of the Corporate and Tradename Division within the office of the Lieutenant Governor, or any clerk having charge of the limited liability companies within the office of the Lieutenant Governor, duplicate copies of the process, notice, or demand. If the process, notice, or demand is served within the office of the Lieutenant Governor, the Lieutenant Governor shall forward one of the copies by registered or certified mail, return receipt requested, to the company at its designated office. Service is effected under this subsection at the earliest of: (1) the date the company receives the process, notice, or demand; (2) the date shown on the return receipt, if signed on behalf of the company; or (3) five days after its deposit in the mail, if mailed postpaid and correctly addressed. (d) The office of the Lieutenant Governor shall keep a record of all processes, notices, and demands served pursuant to this section and record the time of and the action taken regarding the service. (e) This section does not affect the right to serve process, notice, or demand in any manner otherwise provided by law.