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Illinois Senate Bill SB2650

Illinois 2025-2026 Regular Session

Illinois Senate Bill SB2650 Compare Versions

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11 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. 5.05805 ILCS 105/114.05 from Ch. 32, par. 114.05805 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 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. 5.05805 ILCS 105/114.05 from Ch. 32, par. 114.05805 ILCS 180/5-5 805 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 LRB104 13165 SPS 25300 b A BILL FOR
22 104TH GENERAL ASSEMBLY State of Illinois 2025 and 2026 SB2650 Introduced 4/11/2025, by Sen. Michael W. Halpin SYNOPSIS AS INTRODUCED:
33 805 ILCS 5/5.05 from Ch. 32, par. 5.05805 ILCS 105/114.05 from Ch. 32, par. 114.05805 ILCS 180/5-5 805 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
44 805 ILCS 5/5.05 from Ch. 32, par. 5.05
55 805 ILCS 105/114.05 from Ch. 32, par. 114.05
66 805 ILCS 180/5-5
77 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.
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1313 1 AN ACT concerning business.
1414 2 Be it enacted by the People of the State of Illinois,
1515 3 represented in the General Assembly:
1616 4 Section 5. The Business Corporation Act of 1983 is amended
1717 5 by changing Section 5.05 as follows:
1818 6 (805 ILCS 5/5.05) (from Ch. 32, par. 5.05)
1919 7 Sec. 5.05. Registered office and registered agent.
2020 8 (a) Each domestic corporation and each foreign corporation
2121 9 having authority to transact business in this State shall have
2222 10 and continuously maintain in this State:
2323 11 (1) (a) A registered office which may be, but need not
2424 12 be, the same as its place of business in this State.
2525 13 (2) (b) A registered agent, which agent may be either
2626 14 an individual, resident in this State, whose business
2727 15 office is identical with such registered office, or a
2828 16 domestic or foreign corporation, limited liability
2929 17 company, limited partnership, or limited liability
3030 18 partnership authorized to transact business in this State
3131 19 that is authorized by its statement of purpose to act as
3232 20 such agent, having a business office identical with such
3333 21 registered office.
3434 22 (3) (c) The address, including street and number, or
3535 23 rural route number, of the initial registered office, and
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3939 104TH GENERAL ASSEMBLY State of Illinois 2025 and 2026 SB2650 Introduced 4/11/2025, by Sen. Michael W. Halpin SYNOPSIS AS INTRODUCED:
4040 805 ILCS 5/5.05 from Ch. 32, par. 5.05805 ILCS 105/114.05 from Ch. 32, par. 114.05805 ILCS 180/5-5 805 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
4141 805 ILCS 5/5.05 from Ch. 32, par. 5.05
4242 805 ILCS 105/114.05 from Ch. 32, par. 114.05
4343 805 ILCS 180/5-5
4444 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.
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7474 1 the name of the initial registered agent of each
7575 2 corporation organized under this Act shall be stated in
7676 3 its articles of incorporation; and of each foreign
7777 4 corporation shall be stated in its application for
7878 5 authority to transact business in this State.
7979 6 (b) A corporation may use a registered office as the
8080 7 corporation's principle office if:
8181 8 (1) the registered agent maintains the name and
8282 9 residential address of all of the corporation's board
8383 10 members and officers at the registered office or another
8484 11 secure location accessible to the registered agent;
8585 12 (2) the registered agent agrees to share the
8686 13 information described in paragraph (1) with the Secretary
8787 14 of State upon written demand; and
8888 15 (3) the registered agent makes a written agreement
8989 16 with the corporation to comply with the requirements of
9090 17 paragraphs (1) and (2).
9191 18 (c) In the event of dissolution of a corporation, either
9292 19 voluntary, administrative, or judicial, the registered agent
9393 20 and the registered office of the corporation on record with
9494 21 the Secretary of State on the date of the issuance of the
9595 22 certificate or judgment of dissolution shall be an agent of
9696 23 the corporation upon whom claims can be served or service of
9797 24 process can be had during the 5-year, post-dissolution period
9898 25 provided in Section 12.80 of this Act, unless such agent
9999 26 resigns or the corporation properly reports a change of
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110110 1 registered office or registered agent.
111111 2 In the event of revocation of the authority of a foreign
112112 3 corporation to transact business in this State, the registered
113113 4 agent and the registered office of the corporation on record
114114 5 with the Secretary of State on the date of the issuance of the
115115 6 certificate of revocation shall be an agent of the corporation
116116 7 upon whom claims can be served or service of process can be
117117 8 had, unless such agent resigns.
118118 9 (Source: P.A. 96-988, eff. 7-2-10; 97-333, eff. 8-12-11.)
119119 10 Section 10. The General Not For Profit Corporation Act of
120120 11 1986 is amended by changing Section 114.05 as follows:
121121 12 (805 ILCS 105/114.05) (from Ch. 32, par. 114.05)
122122 13 Sec. 114.05. Annual report of domestic or foreign
123123 14 corporation.
124124 15 (a) Annual report of domestic or foreign corporation. Each
125125 16 domestic corporation organized under this Act, and each
126126 17 foreign corporation authorized to conduct affairs in this
127127 18 State, shall file, within the time prescribed by this Act, an
128128 19 annual report setting forth:
129129 20 (1) (a) The name of the corporation.
130130 21 (2) (b) The address, including street and number, or
131131 22 rural route number, of its registered office in this
132132 23 State, and the name of its registered agent at such
133133 24 address.
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144144 1 (3) (c) The address, including street and number, or
145145 2 rural route number, of its principal office.
146146 3 (4) (d) The names and respective addresses, including
147147 4 street and number, or rural route number, of its directors
148148 5 and officers.
149149 6 (5) (e) A brief statement of the character of the
150150 7 affairs which the corporation is actually conducting from
151151 8 among the purposes authorized in Section 103.05 of this
152152 9 Act.
153153 10 (6) (f) Whether the corporation is a Condominium
154154 11 Association as established under the Condominium Property
155155 12 Act, a Cooperative Housing Corporation defined in Section
156156 13 216 of the Internal Revenue Code of 1954 or a Homeowner
157157 14 Association which administers a common-interest community
158158 15 as defined in subsection (c) of Section 9-102 of the Code
159159 16 of Civil Procedure.
160160 17 (7) (g) Such additional information as may be
161161 18 necessary or appropriate in order to enable the Secretary
162162 19 of State to administer this Act and to verify the proper
163163 20 amount of fees payable by the corporation.
164164 21 Such annual report shall be made on forms prescribed and
165165 22 furnished by the Secretary of State, and the information
166166 23 therein required by paragraphs (1) to (4) subsections (a) to
167167 24 (d), both inclusive, of this Section, shall be given as of the
168168 25 date of the execution of the annual report. It shall be
169169 26 executed by the corporation by any authorized officer and
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180180 1 verified by him or her, or, if the corporation is in the hands
181181 2 of a receiver or trustee, it shall be executed on behalf of the
182182 3 corporation and verified by such receiver or trustee.
183183 4 (b) A corporation may use a registered office as the
184184 5 corporation's principal office if:
185185 6 (1) the registered agent maintains the name and
186186 7 residential address of all of the corporation's board
187187 8 members and officers at the registered office or another
188188 9 secure location accessible to the registered agent;
189189 10 (2) the registered agent agrees to share the
190190 11 information described in paragraph (1) with the Secretary
191191 12 of State upon written demand; and
192192 13 (3) the registered agent makes a written agreement
193193 14 with the corporation to comply with the requirements of
194194 15 paragraphs (1) and (2).
195195 16 (Source: P.A. 101-578, eff. 8-26-19.)
196196 17 Section 15. The Limited Liability Company Act is amended
197197 18 by changing Section 5-5 as follows:
198198 19 (805 ILCS 180/5-5)
199199 20 Sec. 5-5. Articles of organization.
200200 21 (a) The articles of organization shall set forth all of
201201 22 the following:
202202 23 (1) The name of the limited liability company and the
203203 24 address of its principal place of business which may, but
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214214 1 need not be a place of business in this State.
215215 2 (2) The purposes for which the limited liability
216216 3 company is organized, which may be stated to be, or to
217217 4 include, the transaction of any or all lawful businesses
218218 5 for which limited liability companies may be organized
219219 6 under this Act.
220220 7 (3) The name of its registered agent and the address
221221 8 of its registered office.
222222 9 (4) A confirmation that the limited liability company
223223 10 complies with the requirement in subsection (b) of Section
224224 11 5-1 that the company has one or more members at the time of
225225 12 filing or, if the filing is to be effective on a later
226226 13 date, that the company will have one or more members on the
227227 14 date the filing is to be effective.
228228 15 (5) The name and business address of all of the
229229 16 managers and any member having the authority of a manager.
230230 17 (5.5) The duration of the limited liability company,
231231 18 which shall be perpetual unless otherwise stated.
232232 19 (6) (Blank).
233233 20 (7) The name and address of each organizer.
234234 21 (8) Any other provision, not inconsistent with law,
235235 22 that the members elect to set out in the articles of
236236 23 organization for the regulation of the internal affairs of
237237 24 the limited liability company, including any provisions
238238 25 that, under this Act, are required or permitted to be set
239239 26 out in the operating agreement of the limited liability
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250250 1 company.
251251 2 (b) A limited liability company is organized at the time
252252 3 articles of organization are filed by the Secretary of State
253253 4 or at any later time, not more than 60 days after the filing of
254254 5 the articles of organization, specified in the articles of
255255 6 organization.
256256 7 (c) Articles of organization for the organization of a
257257 8 limited liability company for the purpose of accepting and
258258 9 executing trusts shall not be filed by the Secretary of State
259259 10 until there is delivered to him or her a statement executed by
260260 11 the Secretary of Financial and Professional Regulation or
261261 12 successor State board, department, or agency having
262262 13 jurisdiction over the regulation of trust companies that the
263263 14 organizers of the limited liability company have made
264264 15 arrangements with the Secretary of Financial and Professional
265265 16 Regulation or successor State board, department, or agency
266266 17 having jurisdiction over the regulation of trust companies to
267267 18 comply with the Corporate Fiduciary Act.
268268 19 (d) Articles of organization for the organization of a
269269 20 limited liability company as a bank or a savings bank must be
270270 21 filed with the Secretary of Financial and Professional
271271 22 Regulation or successor State board, department, or agency
272272 23 having jurisdiction over the regulation of banks or savings
273273 24 banks or, if the bank or savings bank will be organized under
274274 25 federal law, with the appropriate federal banking regulator.
275275 26 (e) A limited liability company may use a registered
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286286 1 office as the limited liability company's principal place of
287287 2 business if:
288288 3 (1) the registered agent maintains the name and
289289 4 residential address of all of the limited liability
290290 5 company's board members and officers at the registered
291291 6 office or another secure location accessible to the
292292 7 registered agent;
293293 8 (2) the registered agent agrees to share the
294294 9 information described in paragraph (1) with the Secretary
295295 10 of State upon written demand; and
296296 11 (3) the registered agent makes a written agreement
297297 12 with the limited liability company to comply with the
298298 13 requirements of paragraphs (1) and (2).
299299 14 (Source: P.A. 98-171, eff. 8-5-13; 99-227, eff. 8-3-15;
300300 15 99-637, eff. 7-1-17.)
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