A registered agent is a designated contact for a business, responsible for receiving official communications. This includes legal notices, tax documents, and service of process. For businesses operating in Illinois, appointing and maintaining a registered agent is a mandatory legal requirement.
What is a Registered Agent
A registered agent acts as the official point of contact for a business. Their primary function is to receive and forward legal and state documents to the company. This ensures a business can be reliably reached for time-sensitive communications. The agent serves as a consistent presence at a physical location during business hours to accept these deliveries.
Illinois Registered Agent Requirements
In Illinois, nearly every formal business entity is legally required to maintain a registered agent. This mandate is established by state law, specifically within the Illinois Business Corporation Act and the Limited Liability Company Act.1Illinois General Assembly. 805 ILCS 180/1-35 Registered Office and Registered Agent This requirement applies to both domestic entities formed in Illinois and foreign entities authorized to transact business in the state. The purpose is to ensure the state and public have a reliable method to serve legal documents to a business.
Who Can Be a Registered Agent in Illinois
Illinois law specifies who is eligible to serve as a registered agent. The agent can be an individual who is a resident of Illinois and at least 18 years old. Alternatively, a business entity, such as a domestic or foreign corporation or LLC authorized to do business in Illinois, can act as the agent. The registered agent must have a physical street address in Illinois, known as the registered office; a P.O. Box is not acceptable. This physical office must be identical to the registered office address on file with the state.
Key Information and Forms for Designating an Illinois Registered Agent
Before appointing an agent, a business must gather the agent’s full legal name and the complete physical street address of the registered office in Illinois. This information is then entered into the appropriate state forms. For new businesses, the registered agent is designated on initial formation documents, like Form BCA-2.10 for Articles of Incorporation or Form LLC-5.5 for Articles of Organization. To change an existing agent, a business must file a “Statement of Change of Registered Agent and/or Registered Office,” which is Form BCA 5.10 for corporations or Form LLC-1.36 for LLCs. These forms can be obtained from the Illinois Secretary of State’s website.
How to Appoint or Change Your Illinois Registered Agent
The process of appointing or changing a registered agent involves a formal submission to the Illinois Secretary of State. For a new business, the initial agent is appointed when the formation documents are filed and accepted by the state. To change a registered agent, the completed “Statement of Change of Registered Agent and/or Registered Office” form must be submitted. This can be done by mail or in person.
Consequences of Not Maintaining a Registered Agent
Failing to maintain a registered agent can lead to significant negative consequences for a business in Illinois. Without an agent, a company may not receive service of process, which could result in a default judgment against it in a lawsuit. This failure to comply with state law can also cause a business to lose its “good standing” status with the Secretary of State. For domestic entities, this loss of status can eventually lead to administrative dissolution.2Justia. 805 ILCS 5/12.35 Grounds for Administrative Dissolution Foreign entities risk having their authority to conduct business in Illinois revoked, and the state may also impose fines.