Illinois General Assembly - Full Text of Public Act 096-0988
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Public Act 096-0988

 

Public Act 0988 96TH GENERAL ASSEMBLY 

  
  
  



 

 		


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. 
  




Effective Date:  7/2/2010











  

    

      

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