SB2807 Enrolled

LRB096 17670 DRJ 33032 b





  
1
    AN ACT concerning business.
  
 
2
    Be it enacted by the People of the State of Illinois,
 
3
represented in the General Assembly:
  
 
 
4
    Section 5. The Business Corporation Act of 1983 is amended  
5
by changing Sections 5.05 and 5.15 as follows:
 



6
    (805 ILCS 5/5.05)  (from Ch. 32, par. 5.05)



7
    Sec. 5.05. Registered office and registered agent. Each 
8
domestic corporation and each foreign corporation having 
9
authority to
transact business in this State shall have and

10
continuously maintain in this State:

11
    (a) A registered office which may be, but need not be, the 
12
same as its
place of business in this State.

13
    (b) A registered agent, which agent may be either an 
14
individual, resident
in this State, whose business office is 
15
identical with such registered office,
or a domestic 
16
corporation or a foreign corporation, limited liability 
17
company, limited partnership, or limited liability partnership 
18
authorized to transact
business in this State that is 
19
authorized by its statement of purpose articles of 
20
incorporation
to act as such agent, having a business office 
21
identical with such registered
office.

22
    (c) The address, including street and number, or rural 
23
route number,
of the initial registered
office, and the name of 
 


 






SB2807 Enrolled
- 2 -
LRB096 17670 DRJ 33032 b




1
the initial registered agent of each corporation
organized 
2
under this Act shall be stated in its articles of 
3
incorporation;
and of each foreign corporation shall be stated 
4
in its application for authority to transact business in this 
5
State.

6
    (d) In the event of dissolution of a corporation, either

7
voluntary, administrative, or judicial, the registered agent 
8
and the registered
office of the corporation on record with the 
9
Secretary of State on the date
of the issuance of the 
10
certificate or judgment of dissolution shall be an
agent of the 
11
corporation upon whom claims can be served or service of 
12
process
can be had during the five year post-dissolution period 
13
provided in Section
12.80 of this Act, unless such agent 
14
resigns or the corporation properly
reports a change of 
15
registered office or registered agent.

16
    (e) In the event of revocation of the authority of
a 
17
foreign corporation to transact business in this State,
the 
18
registered agent and the registered office of the corporation 
19
on record
with the Secretary of State on the date of the 
20
issuance of the certificate
of revocation shall be an agent of 
21
the corporation upon whom claims can
be served or service of 
22
process can be had, unless such agent resigns.

23
(Source: P.A. 92-33, eff. 7-1-01.)

 



24
    (805 ILCS 5/5.15)  (from Ch. 32, par. 5.15)



25
    Sec. 5.15. Resignation of registered agent. (a) A 
 


 






SB2807 Enrolled
- 3 -
LRB096 17670 DRJ 33032 b




1
registered agent
may at any time resign by filing in the office 
2
of the Secretary of State
written notice thereof, and by 
3
mailing a copy thereof to the corporation
at its principal 
4
office as such is known to said resigning agent, such notice
to 
5
be mailed at least 10 days prior to the date of filing thereof 
6
with the
Secretary of State.

7
    (b) The notice shall set forth:

8
    (1) The name of the corporation for which the registered 
9
agent is acting.

10
    (2) The name of the registered agent.

11
    (3) The address, including street and number, or rural 
12
route number,
of the corporation's
then registered office in 
13
this State.

14
    (4) That the registered agent resigns.

15
    (5) The effective date thereof which shall not be less than 
16
30 days after
the date of filing.

17
    (6) The address of the principal office of the corporation 
18
as such is
known to the registered agent.

19
    (7) A statement that a copy of this notice has been sent to 
20
the principal
office within the time and in the manner 
21
prescribed by this Section.

22
    (c) Such notice shall be executed by the registered agent, 
23
if an individual,
or, if a business entity, in the manner 
24
authorized by the governing statute corporation, by a principal 
25
officer.

26
(Source: P.A. 85-1269.)

 
 


 






SB2807 Enrolled
- 4 -
LRB096 17670 DRJ 33032 b




1
    Section 10. The General Not For Profit Corporation Act of 
2
1986 is amended  by changing Sections 105.05 and 105.15 as 
3
follows:
 



4
    (805 ILCS 105/105.05)  (from Ch. 32, par. 105.05)



5
    Sec. 105.05. Registered office and registered agent. 

6
    (a) Each domestic corporation and each foreign corporation

7
having authority to conduct affairs in this State
shall
have

8
and continuously maintain in this State:


9
        (1) A registered office which may be, but need not be,

10
    the same as its place of business in this State.


11
        (2) A registered agent, which agent may be either an

12
    individual, resident in this State, whose business office 
13
    is
identical with such registered office, or a for profit 
14
    domestic or foreign
corporation, limited liability 
15
    company, limited partnership, or limited liability 
16
    partnership for profit or a foreign corporation for profit

17
    authorized to transact business conduct affairs in this 
18
    State that is
authorized by its statement of purpose 
19
    articles of incorporation to act as such
agent, having a 
20
    business office identical with such
registered office.

21
    (b) The address, including street and number, if any, of

22
the initial registered office, and the name of the initial

23
registered agent of each corporation organized under this
Act 
24
shall be stated in its articles of incorporation; and of
each 
 


 






SB2807 Enrolled
- 5 -
LRB096 17670 DRJ 33032 b




1
foreign corporation shall be stated in its application
for 
2
authority to conduct affairs in this
State.

3
    (c) In the event of dissolution of a corporation, either

4
voluntary, administrative, or judicial, the registered agent

5
and the registered office of the corporation on record with
the 
6
Secretary of State on the date of the issuance of the

7
certificate or judgment of dissolution shall be an agent of
the 
8
corporation upon whom claims can be served or service of

9
process can be had during the two year post-dissolution
period 
10
provided in Section 112.80 of this Act, unless such
agent 
11
resigns or the corporation properly reports a change
of 
12
registered office or registered agent.

13
    (d) In the event of revocation of a certificate of

14
authority of a foreign corporation, the registered agent and

15
the registered office of the corporation on record with the

16
Secretary of State on the date of the issuance of the

17
certificate of revocation shall be an agent of the
corporation 
18
upon whom claims can be served or service of
process can be 
19
had, unless such agent resigns.

20
(Source: P.A. 92-33, eff. 7-1-01.)

 



21
    (805 ILCS 105/105.15)  (from Ch. 32, par. 105.15)



22
    Sec. 105.15. Resignation of registered agent. (a)  A

23
registered agent may at any time resign by filing in the
office 
24
of the Secretary of State written notice thereof, and
by 
25
mailing a copy thereof to the corporation at its
principal 
 


 






SB2807 Enrolled
- 6 -
LRB096 17670 DRJ 33032 b




1
office as such is known to said resigning agent,
such notice to 
2
be mailed at least 10 days prior to the date
of filing thereof 
3
with the Secretary of State.

4
    (b) The notice shall set forth:

5
    (1) The name of the corporation for which the
registered 
6
agent is acting;

7
    (2) The name of the registered agent;

8
    (3) The address, including street and number, or rural 
9
route number,
of the corporation's then registered office in 
10
this State;

11
    (4) That the registered agent resigns;

12
    (5) The effective date thereof which shall not be less
than 
13
30 days after the date of filing;

14
    (6) The address of the principal office of the
corporation 
15
as such is known to the registered agent;

16
    (7) A statement that a copy of this notice has been
sent to 
17
the principal office within the time and in the
manner 
18
prescribed by this Section.

19
    (c) Such notice shall be executed by the registered agent,

20
if an individual, or, if a business entity, in the manner 
21
authorized by the governing statute corporation, by a principal

22
officer.

23
(Source: P.A. 85-1269.)

 
24
    Section 15. The Limited Liability Company Act is amended  by 
25
changing Sections 1-35, 1-36, and 45-30 as follows:
 



 


 






SB2807 Enrolled
- 7 -
LRB096 17670 DRJ 33032 b




1
    (805 ILCS 180/1-35)



2
    Sec. 1-35. Registered office and registered agent. 

3
    (a) Each limited liability company and foreign limited

4
liability company shall continuously maintain in this State a

5
registered agent and registered office, which agent must be
an 
6
individual resident of this State or other person authorized to 
7
transact business in this State , a domestic corporation,
or a 
8
foreign corporation having a place of business in, and

9
authorized to do business in, this State.  If the agent is a

10
corporation, the corporation must be authorized by its
articles 
11
of incorporation to act as an agent.

12
    (b) A limited liability company or foreign limited

13
liability company may change its registered agent or the

14
address of its registered office pursuant to Section 1-36 and 
15
the registered agent of a limited liability company or a 
16
foreign limited liability company may change the address of its 
17
registered office pursuant to Section 1-37.

18
    (c) The registered agent may at any time resign by
filing 
19
in the Office of the Secretary of State written notice
thereof 
20
and by mailing a copy thereof to the limited
liability company 
21
or foreign limited liability company at its
principal office as 
22
it is known to the resigning registered
agent.  The notice must 
23
be mailed at least 10 days before the
date of filing thereof 
24
with the Secretary of State.  The
notice shall be executed by 
25
the registered agent, if an individual, or, if a business 
 


 






SB2807 Enrolled
- 8 -
LRB096 17670 DRJ 33032 b




1
entity, in the manner authorized by the governing statute by a

2
principal officer, if the registered agent is a corporation.  
3
The notice
shall set forth all of the
following:


4
        (1) The name of the limited
liability company for which 
5
    the registered agent is acting.


6
        (2) The name of the registered agent.


7
        (3) The address,
including street, number, and city and 
8
    county of the limited
liability company's then registered 
9
    office in this State.


10
        (4) That the registered agent resigns.


11
        (5) The effective date of the resignation,
which shall 
12
    not be sooner than 30 days after the date
of filing.


13
        (6) The address of the principal office of the
limited 
14
    liability company as it is known to the registered
agent.


15
        (7) A statement that a copy of the notice has been
sent 
16
    by registered or certified mail to the principal office
of 
17
    the limited liability company within the time and in the 
18
    manner
prescribed by this Section.

19
    (d) A new registered agent must be placed on record within 
20
60 days after a
registered agent's notice of resignation under 
21
this Section.

22
(Source: P.A. 94-605, eff. 1-1-06.)

 
23
    (805 ILCS 180/1-36)
24
    Sec. 1-36. Change of registered office or registered agent.
25
    (a)  A domestic limited liability company or a foreign 
 


 






SB2807 Enrolled
- 9 -
LRB096 17670 DRJ 33032 b




1
limited liability company may from time to time change the 
2
address of its registered office. A domestic limited liability 
3
company or a foreign limited liability company shall change its 
4
registered agent if the office of registered agent shall become 
5
vacant for any reason, or if its registered agent becomes 
6
disqualified or incapacitated to act.

7
    (b)  A domestic limited liability company or a foreign 
8
limited liability company may change the address of its 
9
registered office or change its registered agent, or both, by 
10
executing and filing, in duplicate, in accordance with Section 
11
5-45 of this Act a statement setting forth:

12
        (1) The name of the limited liability company.

13
        (2) The address, including street and number, or rural 
14
    route number, of its then registered office.

15
        (3) If the address of its registered office be changed, 
16
    the address, including street and number, or rural route 
17
    number, to which the registered office is to be changed.

18
        (4) The name of its then registered agent.

19
        (5) If its registered agent be changed, the name of its 
20
    successor registered agent.

21
        (6) That the address of its registered office and the 
22
    address of the business office of its registered agent, as 
23
    changed, will be identical.

24
        (7) That such change was authorized by resolution duly 
25
    adopted by the members or managers.

26
    (c) The change of address of the registered office, or the 
 


 






SB2807 Enrolled
- 10 -
LRB096 17670 DRJ 33032 b




1
change of registered agent, or both, as the case may be, shall 
2
become effective upon the filing of such statement by the 
3
Secretary of State.


4
(Source: P.A. 94-605, eff. 1-1-06.)
 



5
    (805 ILCS 180/45-30)



6
    Sec. 45-30. 
Requirement for registered agent and
certain 
7
reports.  A foreign limited liability company
admitted to 
8
transact business in this State shall:

9
    (1) appoint and continuously maintain a registered
agent 
10
and registered office in the manner provided in
Section 1-35;

11
    (2) file a report upon any change in the name or
business 
12
address of its registered agent or address of the
registered 
13
office in the manner provided in Section 1-36
5-10; and

14
    (3) file an annual report as required by Section 50-1.

15
(Source: P.A. 87-1062.)

 
 
16
    Section 99. Effective date. This Act takes effect upon 
17
becoming law.