Businesses operating in Illinois must designate a registered agent. This appointment helps ensure companies comply with state regulations and can be reached for legal or official communications. Familiarity with the agent’s duties and eligibility is beneficial for maintaining good standing with the Illinois Secretary of State.
Statutory Duties
A registered agent’s main function in Illinois involves receiving and forwarding official notices and legal documents. This ensures businesses have a reliable point of contact for the state and other parties. Illinois law, including provisions within the Business Corporation Act of 1983 (805 ILCS 5) and the Limited Liability Company Act (805 ILCS 180), designates the registered agent to accept service of process, such as summonses and complaints in legal actions.1Illinois General Assembly. 805 ILCS 180/1-35 Registered Office and Agent When a business faces a lawsuit, the registered agent is the official recipient for these papers.
The agent also handles official communications from the Illinois Secretary of State, such as annual report reminders and tax notices. It is the agent’s duty to promptly send these documents to the correct individual within the business. Delays or failures in this process can lead to missed deadlines or unfulfilled legal obligations for the company.
To fulfill these duties, a registered agent must have a physical street address in Illinois, known as the registered office. This location, which cannot be a post office box, must be accessible for document delivery during standard business hours. This requirement provides a dependable place for the hand-delivery of legal papers.
Eligibility Requirements
State law outlines specific criteria for those wishing to serve as a registered agent in Illinois. An individual acting as an agent must be an Illinois resident, be at least 18 years old, and maintain a business office that is the same as the company’s registered office.2Justia Law. Illinois Compiled Statutes 805 ILCS 5/ Article 5 – Office And Agent This ensures a consistent, physical location within Illinois for the delivery of legal and official documents.
A business entity, such as a corporation, can also serve as a registered agent. To do so, it must be authorized to conduct business in Illinois, meaning it is in good standing with the Secretary of State. Like an individual agent, a business entity serving in this capacity must also maintain a business office in Illinois that is identical to the registered office of the company it represents.
A company cannot designate itself as its own registered agent. However, an owner or an employee of the business may act as the agent if they satisfy the individual eligibility criteria. This separation ensures a distinct channel for official communications.
Updating Registered Agent
Businesses may need to change their registered agent or update the agent’s details. Such changes are processed through filings with the Illinois Secretary of State’s office, following state statutes. If an agent changes their name or the registered office address, or if the business appoints a new agent, the company must file the correct notification to ensure the state officially recognizes the update.
Corporations must file Form BCA-5.10/5.20, Statement of Change of Registered Agent and/or Registered Office, with the Secretary of State to report these changes.3Illinois Secretary of State. Form BCA-5.10/5.20 Statement of Change of Registered Agent and/or Registered Office This form covers alterations to the agent’s name or address, or the appointment of a new agent, and has a $25 filing fee.4Illinois Secretary of State. Corporation Registered Agent or Address Change Information Limited Liability Companies use Form LLC-1.36/1.37 for the same purposes, also with a $25 fee.5Illinois Secretary of State. Limited Liability Company Publications/Forms Before filing, the business should confirm that the new registered agent has agreed to the appointment.
A registered agent can also resign by submitting a signed written notice to the Secretary of State. The Secretary of State then informs the business by mailing a copy of this notice to its principal office. The agent’s appointment ends 30 days after the notice is filed, unless the company designates a successor within that timeframe.6Illinois Secretary of State. Form LLC-1.40 Resignation of Registered Agent (LLC) This procedure allows businesses time to find a new agent without interruption.
Maintaining a registered agent is a continuous requirement. Failure to do so, or to promptly address an agent’s resignation, can result in serious consequences, including administrative dissolution of the business or revocation of its authority to operate in Illinois.7Illinois Secretary of State. Corporation Reinstatement Following Administrative Dissolution or Revocation