Public Act 096-0988
 
SB2807 Enrolled LRB096 17670 DRJ 33032 b

    AN ACT concerning business.
 
    Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
 
    Section 5. The Business Corporation Act of 1983 is amended
by changing Sections 5.05 and 5.15 as follows:
 
    (805 ILCS 5/5.05)  (from Ch. 32, par. 5.05)
    Sec. 5.05. Registered office and registered agent. Each
domestic corporation and each foreign corporation having
authority to transact business in this State shall have and
continuously maintain in this State:
    (a) A registered office which may be, but need not be, the
same as its place of business in this State.
    (b) A registered agent, which agent may be either an
individual, resident in this State, whose business office is
identical with such registered office, or a domestic
corporation or a foreign corporation, limited liability
company, limited partnership, or limited liability partnership
authorized to transact business in this State that is
authorized by its statement of purpose articles of
incorporation to act as such agent, having a business office
identical with such registered office.
    (c) The address, including street and number, or rural
route number, of the initial registered office, and the name of
the initial registered agent of each corporation organized
under this Act shall be stated in its articles of
incorporation; and of each foreign corporation shall be stated
in its application for authority to transact business in this
State.
    (d) In the event of dissolution of a corporation, either
voluntary, administrative, or judicial, the registered agent
and the registered office of the corporation on record with the
Secretary of State on the date of the issuance of the
certificate or judgment of dissolution shall be an agent of the
corporation upon whom claims can be served or service of
process can be had during the five year post-dissolution period
provided in Section 12.80 of this Act, unless such agent
resigns or the corporation properly reports a change of
registered office or registered agent.
    (e) In the event of revocation of the authority of a
foreign corporation to transact business in this State, the
registered agent and the registered office of the corporation
on record with the Secretary of State on the date of the
issuance of the certificate of revocation shall be an agent of
the corporation upon whom claims can be served or service of
process can be had, unless such agent resigns.
(Source: P.A. 92-33, eff. 7-1-01.)
 
    (805 ILCS 5/5.15)  (from Ch. 32, par. 5.15)
    Sec. 5.15. Resignation of registered agent. (a) A
registered agent may at any time resign by filing in the office
of the Secretary of State written notice thereof, and by
mailing a copy thereof to the corporation at its principal
office as such is known to said resigning agent, such notice to
be mailed at least 10 days prior to the date of filing thereof
with the Secretary of State.
    (b) The notice shall set forth:
    (1) The name of the corporation for which the registered
agent is acting.
    (2) The name of the registered agent.
    (3) The address, including street and number, or rural
route number, of the corporation's then registered office in
this State.
    (4) That the registered agent resigns.
    (5) The effective date thereof which shall not be less than
30 days after the date of filing.
    (6) The address of the principal office of the corporation
as such is known to the registered agent.
    (7) A statement that a copy of this notice has been sent to
the principal office within the time and in the manner
prescribed by this Section.
    (c) Such notice shall be executed by the registered agent,
if an individual, or, if a business entity, in the manner
authorized by the governing statute corporation, by a principal
officer.
(Source: P.A. 85-1269.)
 
    Section 10. The General Not For Profit Corporation Act of
1986 is amended by changing Sections 105.05 and 105.15 as
follows:
 
    (805 ILCS 105/105.05)  (from Ch. 32, par. 105.05)
    Sec. 105.05. Registered office and registered agent.
    (a) Each domestic corporation and each foreign corporation
having authority to conduct affairs in this State shall have
and continuously maintain in this State:
        (1) A registered office which may be, but need not be,
    the same as its place of business in this State.
        (2) A registered agent, which agent may be either an
    individual, resident in this State, whose business office
    is identical with such registered office, or a for profit
    domestic or foreign corporation, limited liability
    company, limited partnership, or limited liability
    partnership for profit or a foreign corporation for profit
    authorized to transact business conduct affairs in this
    State that is authorized by its statement of purpose
    articles of incorporation to act as such agent, having a
    business office identical with such registered office.
    (b) The address, including street and number, if any, of
the initial registered office, and the name of the initial
registered agent of each corporation organized under this Act
shall be stated in its articles of incorporation; and of each
foreign corporation shall be stated in its application for
authority to conduct affairs in this State.
    (c) In the event of dissolution of a corporation, either
voluntary, administrative, or judicial, the registered agent
and the registered office of the corporation on record with the
Secretary of State on the date of the issuance of the
certificate or judgment of dissolution shall be an agent of the
corporation upon whom claims can be served or service of
process can be had during the two year post-dissolution period
provided in Section 112.80 of this Act, unless such agent
resigns or the corporation properly reports a change of
registered office or registered agent.
    (d) In the event of revocation of a certificate of
authority of a foreign corporation, the registered agent and
the registered office of the corporation on record with the
Secretary of State on the date of the issuance of the
certificate of revocation shall be an agent of the corporation
upon whom claims can be served or service of process can be
had, unless such agent resigns.
(Source: P.A. 92-33, eff. 7-1-01.)
 
    (805 ILCS 105/105.15)  (from Ch. 32, par. 105.15)
    Sec. 105.15. Resignation of registered agent. (a) A
registered agent may at any time resign by filing in the office
of the Secretary of State written notice thereof, and by
mailing a copy thereof to the corporation at its principal
office as such is known to said resigning agent, such notice to
be mailed at least 10 days prior to the date of filing thereof
with the Secretary of State.
    (b) The notice shall set forth:
    (1) The name of the corporation for which the registered
agent is acting;
    (2) The name of the registered agent;
    (3) The address, including street and number, or rural
route number, of the corporation's then registered office in
this State;
    (4) That the registered agent resigns;
    (5) The effective date thereof which shall not be less than
30 days after the date of filing;
    (6) The address of the principal office of the corporation
as such is known to the registered agent;
    (7) A statement that a copy of this notice has been sent to
the principal office within the time and in the manner
prescribed by this Section.
    (c) Such notice shall be executed by the registered agent,
if an individual, or, if a business entity, in the manner
authorized by the governing statute corporation, by a principal
officer.
(Source: P.A. 85-1269.)
 
    Section 15. The Limited Liability Company Act is amended by
changing Sections 1-35, 1-36, and 45-30 as follows:
 
    (805 ILCS 180/1-35)
    Sec. 1-35. Registered office and registered agent.
    (a) Each limited liability company and foreign limited
liability company shall continuously maintain in this State a
registered agent and registered office, which agent must be an
individual resident of this State or other person authorized to
transact business in this State , a domestic corporation, or a
foreign corporation having a place of business in, and
authorized to do business in, this State. If the agent is a
corporation, the corporation must be authorized by its articles
of incorporation to act as an agent.
    (b) A limited liability company or foreign limited
liability company may change its registered agent or the
address of its registered office pursuant to Section 1-36 and
the registered agent of a limited liability company or a
foreign limited liability company may change the address of its
registered office pursuant to Section 1-37.
    (c) The registered agent may at any time resign by filing
in the Office of the Secretary of State written notice thereof
and by mailing a copy thereof to the limited liability company
or foreign limited liability company at its principal office as
it is known to the resigning registered agent. The notice must
be mailed at least 10 days before the date of filing thereof
with the Secretary of State. The notice shall be executed by
the registered agent, if an individual, or, if a business
entity, in the manner authorized by the governing statute by a
principal officer, if the registered agent is a corporation.
The notice shall set forth all of the following:
        (1) The name of the limited liability company for which
    the registered agent is acting.
        (2) The name of the registered agent.
        (3) The address, including street, number, and city and
    county of the limited liability company's then registered
    office in this State.
        (4) That the registered agent resigns.
        (5) The effective date of the resignation, which shall
    not be sooner than 30 days after the date of filing.
        (6) The address of the principal office of the limited
    liability company as it is known to the registered agent.
        (7) A statement that a copy of the notice has been sent
    by registered or certified mail to the principal office of
    the limited liability company within the time and in the
    manner prescribed by this Section.
    (d) A new registered agent must be placed on record within
60 days after a registered agent's notice of resignation under
this Section.
(Source: P.A. 94-605, eff. 1-1-06.)
 
    (805 ILCS 180/1-36)
    Sec. 1-36. Change of registered office or registered agent.
    (a) A domestic limited liability company or a foreign
limited liability company may from time to time change the
address of its registered office. A domestic limited liability
company or a foreign limited liability company shall change its
registered agent if the office of registered agent shall become
vacant for any reason, or if its registered agent becomes
disqualified or incapacitated to act.
    (b) A domestic limited liability company or a foreign
limited liability company may change the address of its
registered office or change its registered agent, or both, by
executing and filing, in duplicate, in accordance with Section
5-45 of this Act a statement setting forth:
        (1) The name of the limited liability company.
        (2) The address, including street and number, or rural
    route number, of its then registered office.
        (3) If the address of its registered office be changed,
    the address, including street and number, or rural route
    number, to which the registered office is to be changed.
        (4) The name of its then registered agent.
        (5) If its registered agent be changed, the name of its
    successor registered agent.
        (6) That the address of its registered office and the
    address of the business office of its registered agent, as
    changed, will be identical.
        (7) That such change was authorized by resolution duly
    adopted by the members or managers.
    (c) The change of address of the registered office, or the
change of registered agent, or both, as the case may be, shall
become effective upon the filing of such statement by the
Secretary of State.
(Source: P.A. 94-605, eff. 1-1-06.)
 
    (805 ILCS 180/45-30)
    Sec. 45-30. Requirement for registered agent and certain
reports. A foreign limited liability company admitted to
transact business in this State shall:
    (1) appoint and continuously maintain a registered agent
and registered office in the manner provided in Section 1-35;
    (2) file a report upon any change in the name or business
address of its registered agent or address of the registered
office in the manner provided in Section 1-36 5-10; and
    (3) file an annual report as required by Section 50-1.
(Source: P.A. 87-1062.)
 
    Section 99. Effective date. This Act takes effect upon
becoming law.