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| Public Act 096-0988 |
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AN ACT concerning business.
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Be it enacted by the People of the State of Illinois,
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represented in the General Assembly:
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Section 5. The Business Corporation Act of 1983 is amended | ||||
by changing Sections 5.05 and 5.15 as follows:
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(805 ILCS 5/5.05) (from Ch. 32, par. 5.05)
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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
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continuously maintain in this State:
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(a) A registered office which may be, but need not be, the | ||||
same as its
place of business in this State.
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(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.
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(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.
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(d) In the event of dissolution of a corporation, either
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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.
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(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.
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(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 5/5.15) (from Ch. 32, par. 5.15)
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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.
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(b) The notice shall set forth:
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(1) The name of the corporation for which the registered | ||
agent is acting.
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(2) The name of the registered agent.
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(3) The address, including street and number, or rural | ||
route number,
of the corporation's
then registered office in | ||
this State.
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(4) That the registered agent resigns.
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(5) The effective date thereof which shall not be less than | ||
30 days after
the date of filing.
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(6) The address of the principal office of the corporation | ||
as such is
known to the registered agent.
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(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.
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(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.
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(Source: P.A. 85-1269.)
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Section 10. The General Not For Profit Corporation Act of | ||
1986 is amended by changing Sections 105.05 and 105.15 as | ||
follows:
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(805 ILCS 105/105.05) (from Ch. 32, par. 105.05)
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Sec. 105.05. Registered office and registered agent.
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(a) Each domestic corporation and each foreign corporation
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having authority to conduct affairs in this State
shall
have
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and continuously maintain in this State:
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(1) A registered office which may be, but need not be,
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the same as its place of business in this State.
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(2) A registered agent, which agent may be either an
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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
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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.
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(b) The address, including street and number, if any, of
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the initial registered office, and the name of the initial
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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.
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(c) In the event of dissolution of a corporation, either
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voluntary, administrative, or judicial, the registered agent
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and the registered office of the corporation on record with
the | ||
Secretary of State on the date of the issuance of the
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certificate or judgment of dissolution shall be an agent of
the | ||
corporation upon whom claims can be served or service of
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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.
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(d) In the event of revocation of a certificate of
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authority of a foreign corporation, the registered agent and
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the registered office of the corporation on record with the
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Secretary of State on the date of the issuance of the
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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.
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(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 105/105.15) (from Ch. 32, par. 105.15)
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Sec. 105.15. Resignation of registered agent. (a) A
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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.
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(b) The notice shall set forth:
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(1) The name of the corporation for which the
registered | ||
agent is acting;
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(2) The name of the registered agent;
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(3) The address, including street and number, or rural | ||
route number,
of the corporation's then registered office in | ||
this State;
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(4) That the registered agent resigns;
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(5) The effective date thereof which shall not be less
than | ||
30 days after the date of filing;
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(6) The address of the principal office of the
corporation | ||
as such is known to the registered agent;
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(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.
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(c) Such notice shall be executed by the registered agent,
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if an individual, or, if a business entity, in the manner | ||
authorized by the governing statute corporation, by a principal
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officer.
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(Source: P.A. 85-1269.)
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Section 15. The Limited Liability Company Act is amended by | ||
changing Sections 1-35, 1-36, and 45-30 as follows:
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(805 ILCS 180/1-35)
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Sec. 1-35. Registered office and registered agent.
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(a) Each limited liability company and foreign limited
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liability company shall continuously maintain in this State a
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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
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authorized to do business in, this State. If the agent is a
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corporation, the corporation must be authorized by its
articles | ||
of incorporation to act as an agent.
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(b) A limited liability company or foreign limited
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liability company may change its registered agent or the
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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.
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(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
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principal officer, if the registered agent is a corporation. | ||
The notice
shall set forth all of the
following:
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(1) The name of the limited
liability company for which | ||
the registered agent is acting.
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(2) The name of the registered agent.
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(3) The address,
including street, number, and city and | ||
county of the limited
liability company's then registered | ||
office in this State.
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(4) That the registered agent resigns.
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(5) The effective date of the resignation,
which shall | ||
not be sooner than 30 days after the date
of filing.
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(6) The address of the principal office of the
limited | ||
liability company as it is known to the registered
agent.
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(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.
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(d) A new registered agent must be placed on record within | ||
60 days after a
registered agent's notice of resignation under | ||
this Section.
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(Source: P.A. 94-605, eff. 1-1-06.)
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(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.
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(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:
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(1) The name of the limited liability company.
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(2) The address, including street and number, or rural | ||
route number, of its then registered office.
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(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.
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(4) The name of its then registered agent.
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(5) If its registered agent be changed, the name of its | ||
successor registered agent.
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(6) That the address of its registered office and the | ||
address of the business office of its registered agent, as | ||
changed, will be identical.
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(7) That such change was authorized by resolution duly | ||
adopted by the members or managers.
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(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.
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(Source: P.A. 94-605, eff. 1-1-06.)
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(805 ILCS 180/45-30)
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Sec. 45-30.
Requirement for registered agent and
certain | ||
reports. A foreign limited liability company
admitted to | ||
transact business in this State shall:
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(1) appoint and continuously maintain a registered
agent | ||
and registered office in the manner provided in
Section 1-35;
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(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
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(3) file an annual report as required by Section 50-1.
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(Source: P.A. 87-1062.)
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Section 99. Effective date. This Act takes effect upon | ||
becoming law.
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