SB2650 104TH GENERAL ASSEMBLY

LRB104 13165 SPS 25300 b

104TH GENERAL ASSEMBLY
State of Illinois
2025 and 2026
SB2650

Introduced 4/11/2025, by Sen. Michael W. Halpin

SYNOPSIS AS INTRODUCED:

805 ILCS 5/5.05	from Ch. 32, par. 5.05
805 ILCS 105/114.05	from Ch. 32, par. 114.05
805 ILCS 180/5-5

Amends the Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, and the Limited Liability Company Act. Provides that a corporation may use a registered office as the corporation's principal office if: (1) the registered agent maintains the name and residential address of all of the corporation's board members and officers at the registered office or another secure location accessible to the principal office; (2) the registered agent agrees to share the information described with the Secretary of State upon written demand; and (3) the registered agent makes a written agreement with the corporation to comply with the requirements of the provision.

A BILL FOR

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 Section 5.05 as follows:

(805 ILCS 5/5.05) (from Ch. 32, par. 5.05)

Sec. 5.05. Registered office and registered agent.

(a) Each domestic corporation and each foreign corporation having authority to transact business in this State shall have and continuously maintain in this State:

(1) (a) A registered office which may be, but need not be, the same as its place of business in this State.

(2) (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 or 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 to act as such agent, having a business office identical with such registered office.

(3) (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.

(b) A corporation may use a registered office as the corporation's principle office if:

(1) the registered agent maintains the name and residential address of all of the corporation's board members and officers at the registered office or another secure location accessible to the registered agent;

(2) the registered agent agrees to share the information described in paragraph (1) with the Secretary of State upon written demand; and

(3) the registered agent makes a written agreement with the corporation to comply with the requirements of paragraphs (1) and (2).

(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 5-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.

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. 96-988, eff. 7-2-10; 97-333, eff. 8-12-11.)

Section 10. The General Not For Profit Corporation Act of 1986 is amended by changing Section 114.05 as follows:

(805 ILCS 105/114.05) (from Ch. 32, par. 114.05)

Sec. 114.05. Annual report of domestic or foreign corporation.

(a) Annual report of domestic or foreign corporation. Each domestic corporation organized under this Act, and each foreign corporation authorized to conduct affairs in this State, shall file, within the time prescribed by this Act, an annual report setting forth:

(1) (a) The name of the corporation.

(2) (b) The address, including street and number, or rural route number, of its registered office in this State, and the name of its registered agent at such address.

(3) (c) The address, including street and number, or rural route number, of its principal office.

(4) (d) The names and respective addresses, including street and number, or rural route number, of its directors and officers.

(5) (e) A brief statement of the character of the affairs which the corporation is actually conducting from among the purposes authorized in Section 103.05 of this Act.

(6) (f) Whether the corporation is a Condominium Association as established under the Condominium Property Act, a Cooperative Housing Corporation defined in Section 216 of the Internal Revenue Code of 1954 or a Homeowner Association which administers a common-interest community as defined in subsection (c) of Section 9-102 of the Code of Civil Procedure.

(7) (g) Such additional information as may be necessary or appropriate in order to enable the Secretary of State to administer this Act and to verify the proper amount of fees payable by the corporation.

Such annual report shall be made on forms prescribed and furnished by the Secretary of State, and the information therein required by paragraphs (1) to (4) subsections (a) to (d), both inclusive, of this Section, shall be given as of the date of the execution of the annual report. It shall be executed by the corporation by any authorized officer and verified by him or her, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation and verified by such receiver or trustee.

(b) A corporation may use a registered office as the corporation's principal office if:

(1) the registered agent maintains the name and residential address of all of the corporation's board members and officers at the registered office or another secure location accessible to the registered agent;

(2) the registered agent agrees to share the information described in paragraph (1) with the Secretary of State upon written demand; and

(3) the registered agent makes a written agreement with the corporation to comply with the requirements of paragraphs (1) and (2).

(Source: P.A. 101-578, eff. 8-26-19.)

Section 15. The Limited Liability Company Act is amended by changing Section 5-5 as follows:

(805 ILCS 180/5-5)

Sec. 5-5. Articles of organization.

(a) The articles of organization shall set forth all of the following:

(1) The name of the limited liability company and the address of its principal place of business which may, but need not be a place of business in this State.

(2) The purposes for which the limited liability company is organized, which may be stated to be, or to include, the transaction of any or all lawful businesses for which limited liability companies may be organized under this Act.

(3) The name of its registered agent and the address of its registered office.

(4) A confirmation that the limited liability company complies with the requirement in subsection (b) of Section 5-1 that the company has one or more members at the time of filing or, if the filing is to be effective on a later date, that the company will have one or more members on the date the filing is to be effective.

(5) The name and business address of all of the managers and any member having the authority of a manager.

(5.5) The duration of the limited liability company, which shall be perpetual unless otherwise stated.

(6) (Blank).

(7) The name and address of each organizer.

(8) Any other provision, not inconsistent with law, that the members elect to set out in the articles of organization for the regulation of the internal affairs of the limited liability company, including any provisions that, under this Act, are required or permitted to be set out in the operating agreement of the limited liability company.

(b) A limited liability company is organized at the time articles of organization are filed by the Secretary of State or at any later time, not more than 60 days after the filing of the articles of organization, specified in the articles of organization.

(c) Articles of organization for the organization of a limited liability company for the purpose of accepting and executing trusts shall not be filed by the Secretary of State until there is delivered to him or her a statement executed by the Secretary of Financial and Professional Regulation or successor State board, department, or agency having jurisdiction over the regulation of trust companies that the organizers of the limited liability company have made arrangements with the Secretary of Financial and Professional Regulation or successor State board, department, or agency having jurisdiction over the regulation of trust companies to comply with the Corporate Fiduciary Act.

(d) Articles of organization for the organization of a limited liability company as a bank or a savings bank must be filed with the Secretary of Financial and Professional Regulation or successor State board, department, or agency having jurisdiction over the regulation of banks or savings banks or, if the bank or savings bank will be organized under federal law, with the appropriate federal banking regulator.

(e) A limited liability company may use a registered office as the limited liability company's principal place of business if:

(1) the registered agent maintains the name and residential address of all of the limited liability company's board members and officers at the registered office or another secure location accessible to the registered agent;

(2) the registered agent agrees to share the information described in paragraph (1) with the Secretary of State upon written demand; and

(3) the registered agent makes a written agreement with the limited liability company to comply with the requirements of paragraphs (1) and (2).

(Source: P.A. 98-171, eff. 8-5-13; 99-227, eff. 8-3-15; 99-637, eff. 7-1-17.)