CORPORATIONS-REGISTERED OFFICE

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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.
LRB104 13165 SPS 25300 b

A BILL FOR

SB2650
LRB104 13165 SPS 25300 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 Section 5.05 as follows:

6

(805 ILCS 5/5.05)

(from Ch. 32, par. 5.05)
7

Sec. 5.05.
Registered office and registered agent.
8

(a)
Each domestic corporation and each foreign corporation
9
having authority to transact business in this State shall have
10
and continuously maintain in this State:
11

(1)

(a)
A registered office which may be, but need not
12

be, the same as its place of business in this State.
13

(2)

(b)
A registered agent, which agent may be either
14

an individual, resident in this State, whose business
15

office is identical with such registered office, or a
16

domestic or foreign corporation, limited liability
17

company, limited partnership, or limited liability
18

partnership authorized to transact business in this State
19

that is authorized by its statement of purpose to act as
20

such agent, having a business office identical with such
21

registered office.
22

(3)

(c)
The address, including street and number, or
23

rural route number, of the initial registered office, and

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LRB104 13165 SPS 25300 b
1

the name of the initial registered agent of each
2

corporation organized under this Act shall be stated in
3

its articles of incorporation; and of each foreign
4

corporation shall be stated in its application for
5

authority to transact business in this State.
6

(b) A corporation may use a registered office as the
7
corporation's principle office if:
8

(1) the registered agent maintains the name and
9

residential address of all of the corporation's board
10

members and officers at the registered office or another
11

secure location accessible to the registered agent;
12

(2) the registered agent agrees to share the
13

information described in paragraph (1) with the Secretary
14

of State upon written demand; and
15

(3) the registered agent makes a written agreement
16

with the corporation to comply with the requirements of
17

paragraphs (1) and (2).
18

(c)
In the event of dissolution of a corporation, either
19
voluntary, administrative, or judicial, the registered agent
20
and the registered office of the corporation on record with
21
the Secretary of State on the date of the issuance of the
22
certificate or judgment of dissolution shall be an agent of
23
the corporation upon whom claims can be served or service of
24
process can be had during the 5-year, post-dissolution period
25
provided in Section 12.80 of this Act, unless such agent
26
resigns or the corporation properly reports a change of

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1
registered office or registered agent.
2

In the event of revocation of the authority of a foreign
3
corporation to transact business in this State, the registered
4
agent and the registered office of the corporation on record
5
with the Secretary of State on the date of the issuance of the
6
certificate of revocation shall be an agent of the corporation
7
upon whom claims can be served or service of process can be
8
had, unless such agent resigns.
9
(Source: P.A. 96-988, eff. 7-2-10; 97-333, eff. 8-12-11.)

10

Section 10.
The General Not For Profit Corporation Act of
11
1986 is amended by changing Section 114.05 as follows:

12

(805 ILCS 105/114.05)

(from Ch. 32, par. 114.05)
13

Sec. 114.05.
Annual report of domestic or foreign
14
corporation.

15

(a)

Annual report of domestic or foreign corporation.
Each
16
domestic corporation organized under this Act, and each
17
foreign corporation authorized to conduct affairs in this
18
State, shall file, within the time prescribed by this Act, an
19
annual report setting forth:
20

(1)

(a)
The name of the corporation.
21

(2)

(b)
The address, including street and number, or
22

rural route number, of its registered office in this
23

State, and the name of its registered agent at such
24

address.

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LRB104 13165 SPS 25300 b
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(3)

(c)
The address, including street and number, or
2

rural route number, of its principal office.
3

(4)

(d)
The names and respective addresses, including
4

street and number, or rural route number, of its directors
5

and officers.
6

(5)

(e)
A brief statement of the character of the
7

affairs which the corporation is actually conducting from
8

among the purposes authorized in Section 103.05 of this
9

Act.
10

(6)

(f)
Whether the corporation is a Condominium
11

Association as established under the Condominium Property
12

Act, a Cooperative Housing Corporation defined in Section
13

216 of the Internal Revenue Code of 1954 or a Homeowner
14

Association which administers a common-interest community
15

as defined in subsection (c) of Section 9-102 of the Code
16

of Civil Procedure.
17

(7)

(g)
Such additional information as may be
18

necessary or appropriate in order to enable the Secretary
19

of State to administer this Act and to verify the proper
20

amount of fees payable by the corporation.
21

Such annual report shall be made on forms prescribed and
22
furnished by the Secretary of State, and the information
23
therein required by
paragraphs (1) to (4)

subsections (a) to
24
(d)
, both inclusive, of this Section, shall be given as of the
25
date of the execution of the annual report. It shall be
26
executed by the corporation by any authorized officer and

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LRB104 13165 SPS 25300 b
1
verified by him or her, or, if the corporation is in the hands
2
of a receiver or trustee, it shall be executed on behalf of the
3
corporation and verified by such receiver or trustee.
4

(b) A corporation may use a registered office as the
5
corporation's principal office if:
6

(1) the registered agent maintains the name and
7

residential address of all of the corporation's board
8

members and officers at the registered office or another
9

secure location accessible to the registered agent;
10

(2) the registered agent agrees to share the
11

information described in paragraph (1) with the Secretary
12

of State upon written demand; and
13

(3) the registered agent makes a written agreement
14

with the corporation to comply with the requirements of
15

paragraphs (1) and (2).
16
(Source: P.A. 101-578, eff. 8-26-19.)

17

Section 15.
The Limited Liability Company Act is amended
18
by changing Section 5-5 as follows:

19

(805 ILCS 180/5-5)
20

Sec. 5-5.
Articles of organization.
21

(a) The articles of organization shall set forth all of
22
the following:
23

(1) The name of the limited liability company and the
24

address of its principal place of business which may, but

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1

need not be a place of business in this State.
2

(2) The purposes for which the limited liability
3

company is organized, which may be stated to be, or to
4

include, the transaction of any or all lawful businesses
5

for which limited liability companies may be organized
6

under this Act.
7

(3) The name of its registered agent and the address
8

of its registered office.
9

(4) A confirmation that the limited liability company
10

complies with the requirement in subsection (b) of Section
11

5-1 that the company has one or more members at the time of
12

filing or, if the filing is to be effective on a later
13

date, that the company will have one or more members on the
14

date the filing is to be effective.
15

(5) The name and business address of all of the
16

managers and any member having the authority of a manager.
17

(5.5) The duration of the limited liability company,
18

which shall be perpetual unless otherwise stated.
19

(6) (Blank).
20

(7) The name and address of each organizer.
21

(8) Any other provision, not inconsistent with law,
22

that the members elect to set out in the articles of
23

organization for the regulation of the internal affairs of
24

the limited liability company, including any provisions
25

that, under this Act, are required or permitted to be set
26

out in the operating agreement of the limited liability

SB2650
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LRB104 13165 SPS 25300 b
1

company.
2

(b) A limited liability company is organized at the time
3
articles of organization are filed by the Secretary of State
4
or at any later time, not more than 60 days after the filing of
5
the articles of organization, specified in the articles of
6
organization.
7

(c) Articles of organization for the organization of a
8
limited liability company for the purpose of accepting and
9
executing trusts shall not be filed by the Secretary of State
10
until there is delivered to him or her a statement executed by
11
the Secretary of Financial and Professional Regulation or
12
successor State board, department, or agency having
13
jurisdiction over the regulation of trust companies that the
14
organizers of the limited liability company have made
15
arrangements with the Secretary of Financial and Professional
16
Regulation or successor State board, department, or agency
17
having jurisdiction over the regulation of trust companies to
18
comply with the Corporate Fiduciary Act.
19

(d) Articles of organization for the organization of a
20
limited liability company as a bank or a savings bank must be
21
filed with the Secretary of Financial and Professional
22
Regulation or successor State board, department, or agency
23
having jurisdiction over the regulation of banks or savings
24
banks or, if the bank or savings bank will be organized under
25
federal law, with the appropriate federal banking regulator.
26

(e) A limited liability company may use a registered

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LRB104 13165 SPS 25300 b
1
office as the limited liability company's principal place of
2
business if:
3

(1) the registered agent maintains the name and
4

residential address of all of the limited liability
5

company's board members and officers at the registered
6

office or another secure location accessible to the
7

registered agent;
8

(2) the registered agent agrees to share the
9

information described in paragraph (1) with the Secretary
10

of State upon written demand; and
11

(3) the registered agent makes a written agreement
12

with the limited liability company to comply with the
13

requirements of paragraphs (1) and (2).
14
(Source: P.A. 98-171, eff. 8-5-13; 99-227, eff. 8-3-15;
15
99-637, eff. 7-1-17
.)

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