Each Corporation and LLC in Illinois is mandated to have a registered agent. This is a non-negotiable aspect of transacting business in the state. The office of an Illinois registered agent is designed to serve as the corporation or LLC’s official representative—an individual or company in the state that can receive and forward service of process, legal documents, and official communications from the state on behalf of the entity. Not just anyone can function in this capacity, the state has laid down rules for anyone who should be appointed as a registered agent.
Is a Registered Agent Required in Illinois?
Yes. Pursuant to the Business Corporation Act of 1983 Sec. 5.05, each domestic and foreign corporation that is authorized to transact business in Illinois shall have and continuously maintain the services of a registered agent. Specifically, this prerequisite must be fulfilled by every company that registers with the Illinois Secretary of State (SOS) regardless of their operations and size. This includes Limited Liability Companies (LLCs), Corporations, Limited Partnerships (LPs), and Limited Liability Partnerships (LLPs).
The Business Corporations Act demands that every business should file the agent’s details with the Illinois secretary of state at the point of business formation and registration, depending on the structure of the firm (Limited Partnership or a Corporation) and the type of agent that suits the business operation. In the event that an entity is unable to appoint a registered agent, the SOS shall irrevocably stand in as the registered agent per Section. 5.25, having authority to receive any service of process, notice, or demand for the establishment.
What Is a Registered Agent?
A registered agent ( also addressed as a statutory agent, or agent for service of process) is a person or a registered corporate entity that is licensed to receive legal documents (service of process, court summons, correspondences, or notices) on behalf of the entity and forward the same to the establishment.
In Illinois, a registered agent may be either a natural resident in the state whose business office may be, or may not be the same as the entity’s registered office or a domestic/foreign corporation, LLC, or LP that is permitted to act as such agent by its statement of purpose.
Technically, the statutory agent is the primary point of contact for the registered firm to receive a service or process and other necessary documents such as legal summons, corporate filing, lawsuits, tax notices, garnishee notices, and official government correspondences.
What Does a Registered Agent Do?
A registered agent is essentially beneficial to every business and corporation in Illinois. The registered agent stands in for the company in various roles and functions for better operations and management of the establishment. A registered agent is expected to fill in the following roles for the firm:
- To receive service of process for the company. (This service of process may be delivered by the sheriff or a process server by mail or return receipt)
- Forwarding and making sure that the firm receives every important legal documents
- The registered agent acts as the point of contact for the Illinois Secretary of State (To receive statement of information, notices of delinquency, and necessary communications)
- Ensuring that the firm responds to every court summons, lawsuit, and deadlines
- Storing the business’s important documents properly
- Track the firms’ filings and outstanding debts
The role of the registered may seem simple but they are quite sensitive since most summons and filings have strict deadlines and also dire consequences for the business if not responded to as and when due.
LLC Registered Agent in Illinois
According to 805 ILCS 180 Section. 1 through 35 of the Illinois Business Corporation Act of 1983 (also Illinois Compiled Statutes), all Limited Liability Companies are continuously required to maintain a registered agent.
Pursuant to this act, the registered agent must be a resident of Illinois or other person that is legally licensed to transact business. This party must be signed on the LLC’s Articles of Organization per Section 5-5 for domestic and foreign LLCs.
The set guidelines for Section 1-35 of the Illinois Compiled Statutes include the following conditions for an LLC registered agent:
- Must be a resident of the state or a corporation licensed to manage a business operation
- The registered agent may resign at any time by filing written notice in the Office of the Secretary of State
- The registered agent must be within the business address to receive and forward service of process (notice, lawsuits, and the rest) on behalf of the limited liability company
Per section 1-50, any process, notice, or demand to be served upon a limited liability company or foreign limited liability company shall be collected by the registered agent appointed by the limited liability company. If the LLC does not have a registered agent, then it shall be served upon the Secretary of State as provided in this Section. Each LLC is required to provide the full name and address of their designated point of contact when filing the business formation documents (that is the Articles of Organization) at the Illinois Secretary of State office.
Do I Need a Registered Agent for My LLC in Illinois?
Yes. As earlier stated, the Business Corporation Act mandates each limited liability company authorized to transact business to maintain a registered agent in Illinois. The act also grants the LLC a free will of choice regarding the individual or corporation that they choose as a point of contact. The LLC may also change its registered agent or the address of its registered agent if the office becomes vacant for any reason or its agent becomes incapacitated to perform in their role
It is worth mentioning here that the Illinois Secretary of State’s Office will not accept nor sign the business formation document of any limited liability companies that do not have a registered agent on their Articles of Organization. Also, if an LLC is unable to appoint a service of process agent, the Secretary of State shall be irrevocably appointed as an agent of the company upon whom any service or process, or demand may be served.
Registered Agent of a Corporation
The registered agent of a corporation in Illinois acts in the capacity of a primary point of contact for the company, to receive any notification and official document on behalf of the corporation. Each domestic corporation and a foreign corporation authorized to transact business in this Illinois shall continuously maintain per the provisional requirements of 805 ILCS 105/105.05 from Chapter. 32, par. 105.05 :
- A registered office agent may or may not reside in the same location as its place of business in the State.
- A registered agent may be either an individual, a resident in the state, or another corporation registered as a corporate agent whose business office is the same as the corporation’s registered office that is authorized by their statement of purpose to act as such agent of service
- The address, including the rural route, or street number of the corporation’s registered office, and the name of the initial registered point of contact of each corporation under this Act shall be written in the articles of incorporation for each foreign corporation.
Compulsorily, each domestic and foreign corporation transacting business in Illinois must file a business of formation document (Article of Incorporation for domestic corporations and application for authority for foreign corporations) with the Illinois Secretary of State’s Office with its nominated agent for service of process.
Who Can Be a Registered Agent in Illinois?
Anyone who wishes to become a registered agent in Illinois must satisfy certain conditions and requirements covered in the Illinois Business Corporation Act. They include the following:
- Each registered agent must be a natural resident or another domestic or foreign legal entity licensed to transact business in the state.
- The agent must be of legal consent age (18 years or older)
- The agent must have a registered office at an actual street address (a P.O. Box alone is not acceptable) which may or may not be close to the business’s physical location
- The agent must be available to receive service of process from the secretary of state’s office and other legal documents delivered by a mailman or the sheriff during official business hours.
Legal Requirements of a Registered Agent in Illinois
Anyone who must be a registered agent in Illinois can be either a natural individual or a domestic or foreign (licensed to transact business in this State) artificial legal entity (Corporation, LLC, LP, or LLP) per the Illinois Corporation Registered Agent guideline.
The legal requirements of a registered agent in Illinois include:
- The consent of the individual being elected or appointed as the entity’s registered agent since this business information is considered public record.
- The person’s full legal name and street address must be on the business formation document which the legal entity submits to the Illinois Secretary of State’s Office.
- The registered office must include the number and the street or road address (a PO Box with the plus-4 ZIP may be added to the physical address but P.O. Box alone is unacceptable). The registered office address is limited to 30 characters including spaces.
- The registered office and the office address of the registered agent must be the same
- The registered agent and registered office must use an Illinois address.
In the event of a dissolution or revocation of the authority of a domestic or foreign corporation to transact business in the state, the registered agent and registered agent office in the business formation document filed with the Secretary of State shall be an agent upon whom the service of process can be served unless the agent resigns.
How To Choose a Registered Agent in Illinois
Each business, Limited liability, or corporation in Illinois can make use of their preferred registered agent services to choose a registered agent for their business. Choosing a licensed and trained point of contact is detrimental to the growth or downfall of the business. Because a registered agent needs to be available at the physical address to receive and forward sensitive documents anytime, one must choose an individual who is equal to the task.
Here are a few considerations every business owner must have in mind:
- The responsiveness and availability of the agent to receive, and forward every document that is received on behalf of the business within the business hours of the same day
- The efficiency skills of the registered agent in helping business owners to comply with state regulations. It is important to hire an agent who can provide compliance tools for business owners to navigate the state requirements—for instance, filing annual reports in a timely fashion.
- The agent’s availability to manage service of process (SOP) documents on behalf of their clients.
- The reviews and track record of the registered agent in providing similar services to other businesses.
- A registered agent that is capable of providing customizable notifications and immediate document delivery, especially for sensitive information
- The service fee and offerings of the agent (or registered agent services) compared to other providers
- If the registered agent service provides reliable software where business owners and corporations can receive documents in the format of their choice including online document management service for storing vital legal documents
- If the agent service provider offers extra in-house services (trademark) and support
On the other hand, natural individuals (employees) can work as registered agents on behalf of the company instead of hiring the services of a registered agent provider.
Nevertheless, working with a registered agent services packs a ton of benefits for the firm as well as conveniences that the business may enjoy.
Most registered agent services have physical addresses and offices across the state, even outside Illinois and they are also handy with information and state-compliance laws for each state. This could reduce the stress of hiring an agent service whenever the business expands or moves to a different state.
Thus, the agent may assist with the filing requirements of the state and learn the business structure of the jurisdiction. Due to the vast number of businesses that these providers work with, they often have a dedicated secure server where the corporate documents of their clients are stored safely for easy retrieval and access depending on the contractual basis of the partnership.
A registered agent service provider ensures a high level of security with legal documents and lawsuits the court serves to the firm. Finally, business owners who are wary and careful with listing the owner’s name in the state public record will also appreciate the provision of a name and address from most registered agent service providers.
Most registered agent services will demand the following details for documentation purposes and the approval process:
- Owner’s email address and password for a dedicated business account
- The resident state where the business operates (in this case, Illinois)
- The name of the firm, entity type, and physical address
- Name, email address, and phone number of the contact person to receive documents from the service provider
- Custom services the firm may need or require
- Billing details for payment
The name and physical address of the agent will be forwarded to the applicant. The company has every right to fill in the provided details on its business formation document at the SOS office.
It is worth mentioning here that in the event of dissatisfaction, owners can cancel the services of the registered agents without stress. This can be done through email, phone calls, or via their online portal.
How Much Does a Registered Agent Service Cost in Illinois
The services of a registered agent vary based on the agency and the services that they offer to business owners. Often, the cost may be discounted if the entity books additional services from the agent service provider. The cost of hiring a registered service is roughly around $99 to $299 yearly.
On the other hand, business owners and corporations may decide to circumvent costs by employing the assistance of an employee, members or family members, or themselves as a registered agent. However, the entity must ensure that anyone acting in the capacity of a registered agent is always available to receive and forward any service of process , especially ones that have a strict time frame for response. That said, it may be preferable to employ a registered agent to guarantee proper management of documents and pressing notices
Can I Be My Own Registered Agent in Illinois?
No. Illinois does not permit owners, members, or directors of LLCs, domestic and foreign corporations licensed to transact business in the state to act as their own registered agents. The entity is mandated to hire a registered agent to represent them as an agent for the service of process. Although, one major benefit of owners acting as an agent for the service of process is that the entity does not have to pay for related costs of hiring one.
Nonetheless, the disadvantage may cost the entity a lot. A registered agent, for instance, is expected to be available to receive service of process and legal correspondence from anyone on behalf of the company. Also, the name and address of the registered agent are categorized as a public record. Most business owners prefer to hire the services of a registered agent to avoid the leak of confidential details or business documents and properly manage the firm’s response to notices and reports within the required hour.
How to Change a Registered Agent in Illinois
The requirements for change of a registered agent or office in Illinois are covered under the provisions of 805 ILCS 5/5.10 from Ch. 32, par. 5.10 of the Business Corporation Act of 1983 and 805 ILCS 180 section 1-1 of the Limited Liability Act.
A domestic corporation, a foreign corporation, or a Limited Liability Company may from time to time change the address of its registered office. The entity shall change its registered agent if the office of the registered agent becomes vacant due to a disqualification of the agent, incapacitation, or outright revocation of the agent’s appointment by the firm.
The entity may change the address of its registered office, registered agent, or both, by filing and executing a statement indicating:
- The name of the corporation.
- The address, street, and number of its registered office to which the registered office is to be changed.
- The name of the newly appointed registered agent
- The address of its registered office (if changed)
- The address of the business office of its registered agent
- Such change was a unanimous agreement by the board of directors or members
- This statement must be signed by a duly authorized officer.
It is important to note that the registered agent may report a change of the registered office of the corporation or company for which they are a registered agent, this statement must be signed by the registered agent. If a corporation is acting as the registered agent, a duly authorized officer of such corporation must sign this statement.
Domestic Corporation and Foreign Corporations:
The corporation must file a statement of change form online on the SOS platform, in person, or by mail for a nominal fee Filing Fee of $25 for routine processing or an additional $50 expedited fee (24-hour) Service. The corporation may remit payment in the form of a check or money order payable to the Secretary of State.
The corporation may file the form BCA 5.10/5.20 to this address:
Secretary of State
Department of Business Services
501 South. Second Street., Risk Management. 350
Springfield, Illinois 62756
Domestic and Foreign Limited Liability Companies:
The change of a registered agent for an LLC, change of the address of the registered office, or both, as the case may be, shall become effective upon the filing of a statement of change form by the company at the Secretary of State’s office for a processing fee of $25 or $50 Expedited Fee
in addition to the routine processing fee. Payment may be made by check payable to the Secretary of State
The LLC shall be charged a $100 penalty if the company fails to appoint and maintain a registered agent within 60 days of notification of the Secretary of State by the resigning agent. Also, the individual acting as a registered agent must reside in Illinois, and a business entity acting as an agent must be registered with the Secretary of State. The LLC may not act as its registered agent.
The LLC may file a form LLC-1.36/1.37 to this address:
Secretary of State
Department of Business Services
Limited Liability Division
501 S. Second St., Rm. 351
Springfield, IL 62756
LPs must file a form LP 115 for a change of designated office or agent for service of the process online. The filing fee is $50.
All forms may be filed via the SOS online platform, by mail, or in person. Requests for expedited service must be made in person, not by mail in the Department’s Springfield or Chicago office. Other business operations—not-for-profit corporations can find the necessary filing documents and fees for changing their registered agents on the Secretary of State’s Publications/Forms page.
What Happens If You Don’t Have a Registered Agent in Illinois?
Any corporation, LLC, LP, and LLP that fails to appoint an agent for the service of process shall irrevocably accept the Secretary of State as an agent of the entity upon whom any process, notice, or demand may be served. However, some business entity types in Illinois are not required to have a registered agent. For instance-sole proprietorships can operate and exist without a registered agent.
Besides the compulsory requirement of a registered by the SOS for business formation, the entity may experience certain administrative inconveniences too. The business may lose its good standing with the Secretary of State which can attract penalties and fines or worse, the revocation and shutdown of the business.
How To Become a Registered Agent in Illinois
The Illinois Secretary of State only permits natural residents with a physical address in the state and corporations licensed to transact business to act in the capacity of registered agents. The corporation must be different from the entity that needs a registered agent, in good standing, and also authorized by the SOS office to transact business.
Illinois Registered Agent Search
The Illinois Secretary of State maintains an online Corporation/LLC database with the names, addresses, and contact details of all registered agents of businesses operating within Illinois. Thus, the database is the primary source for conducting a California registered agent search. The database is updated in real-time with the detailed report for each business.
The most suitable process for initiating this search is to follow the due process below
- Visit the Department of Business Services database.
- Choose the type of search-LLC/corporate, only LLC, or only corporate
- Hit the submit button
- Choose a search method-name (Search from the beginning of the name), Key Word (Word may appear anywhere in the name), or Partial Word (Beginning of any word in the name)
- Enter the chosen option in the search bar
- Click the Continue button
- Select the business and scroll through for the agent’s information
Alternatively, members of the public may contact the SOS through the details below:
213 State Capitol
Springfield, IL 62756
(800) 252-8980 (toll-free in Illinois)
(217) 785-3000 (outside Illinois)
Is Registered Agent Information Public Record in Illinois?
Yes, registered agent information is considered a public record in Illinois. Each LLC or corporation that appoints a registered agency must provide the name and physical address of the agent on the business formation document-articles of incorporation or organization with the Illinois Secretary of State. These documents are public records.
Thus, members of the public have access to the registered agent’s public information through the Illinois Secretary of State’s Department of Business Services Database. Inquiries can search the name of the business and view its public information including the operation status, name, address, and the change date agent for service of process. It is worth mentioning that the name of the business owners or board of directors are not included in the database, however, some LLC searches +may reveal the name and address of the business manager.