2010 Illinois Code CHAPTER 805 BUSINESS ORGANIZATIONS 805 ILCS 5/ Business Corporation Act of 1983. Article 5 - Office And Agent
(805 ILCS 5/Art. 5 heading)
ARTICLE 5. OFFICE AND AGENT
(805 ILCS 5/5.05)(from Ch. 32, par. 5.05) Sec. 5.05. Registered office and registered agent. Each domestic corporation and each foreign corporation having authority to transact business in this State shall have and continuously maintain in this State: (a) A registered office which may be, but need not be,
the same as its place of business in this State.
(b) A registered agent, which agent may be either an
individual, resident in this State, whose business office is identical with such registered office, or a domestic or foreign corporation, limited liability company, limited partnership, or limited liability partnership authorized to transact business in this State that is authorized by its statement of purpose to act as such agent, having a business office identical with such registered office.
(c) The address, including street and number, or rural
route number, of the initial registered office, and the name of the initial registered agent of each corporation organized under this Act shall be stated in its articles of incorporation; and of each foreign corporation shall be stated in its application for authority to transact business in this State.
(d) In the event of dissolution of a corporation, either
voluntary, administrative, or judicial, the registered agent and the registered office of the corporation on record with the Secretary of State on the date of the issuance of the certificate or judgment of dissolution shall be an agent of the corporation upon whom claims can be served or service of process can be had during the five year post‑dissolution period provided in Section 12.80 of this Act, unless such agent resigns or the corporation properly reports a change of registered office or registered agent.
(e) In the event of revocation of the authority of a
foreign corporation to transact business in this State, the registered agent and the registered office of the corporation on record with the Secretary of State on the date of the issuance of the certificate of revocation shall be an agent of the corporation upon whom claims can be served or service of process can be had, unless such agent resigns.
(Source: P.A. 96‑988, eff. 7‑2‑10.)
(805 ILCS 5/5.10)(from Ch. 32, par. 5.10) Sec. 5.10. Change of registered office or registered agent. (a) A domestic corporation or a foreign corporation may from time to time change the address of its registered office. A domestic corporation or a foreign corporation shall change its registered agent if the office of registered agent shall become vacant for any reason, or if its registered agent becomes disqualified or incapacitated to act, or if the corporation revokes the appointment of its registered agent. (b) A domestic corporation or a foreign corporation may change the address of its registered office or change its registered agent, or both, by executing and filing, in duplicate, in accordance with Section 1.10 of this Act a statement setting forth: (1) The name of the corporation. (2) The address, including street and number, or
rural route number, of its then registered office.
(3) If the address of its registered office be
changed, the address, including street and number, or rural route number, to which the registered office is to be changed.
(4) The name of its then registered agent. (5) If its registered agent be changed, the name of
its successor registered agent.
(6) That the address of its registered office and the
address of the business office of its registered agent, as changed, will be identical.
(7) That such change was authorized by resolution
duly adopted by the board of directors.
(c) (Blank). (d) (Blank). (e) The change of address of the registered office, or the change of registered agent, or both, as the case may be, shall become effective upon the filing of such statement by the Secretary of State. (Source: P.A. 96‑1121, eff. 1‑1‑11.)
(805 ILCS 5/5.15)(from Ch. 32, par. 5.15) Sec. 5.15. Resignation of registered agent. (a) A registered agent may at any time resign by filing in the office of the Secretary of State written notice thereof, and by mailing a copy thereof to the corporation at its principal office as such is known to said resigning agent, such notice to be mailed at least 10 days prior to the date of filing thereof with the Secretary of State. (b) The notice shall set forth: (1) The name of the corporation for which the
registered agent is acting.
(2) The name of the registered agent. (3) The address, including street and number, or
rural route number, of the corporation's then registered office in this State.
(4) That the registered agent resigns. (5) The effective date thereof which shall not be
less than 30 days after the date of filing.
(6) The address of the principal office of the
corporation as such is known to the registered agent.
(7) A statement that a copy of this notice has been
sent to the principal office within the time and in the manner prescribed by this Section.
(c) Such notice shall be executed by the registered agent, if an individual, or, if a business entity, in the manner authorized by the governing statute. (Source: P.A. 96‑988, eff. 7‑2‑10.)
(805 ILCS 5/5.20)(from Ch. 32, par. 5.20) Sec. 5.20. Change of Address of Registered Agent. (a) A registered agent may change the address of the registered office of the domestic corporation or of the foreign corporation, for which he or she or it is registered agent, to another address in this State, by filing, in duplicate, in accordance with Section 1.10 of this Act a statement setting forth: (1) The name of the corporation. (2) The address, including street and number, or
rural route number, of its then registered office.
(3) The address, including street and number, or
rural route number, to which the registered office is to be changed.
(4) The name of its registered agent. (5) That the address of its registered office and the
address of the business office of its registered agent, as changed, will be identical.
Such statement shall be executed by the registered agent. (b) (Blank). (c) The change of address of the registered office shall become effective upon the filing of such statement by the Secretary of State. (Source: P.A. 96‑1121, eff. 1‑1‑11.)
(805 ILCS 5/5.25)(from Ch. 32, par. 5.25) Sec. 5.25. Service of process on domestic or foreign corporation. (a) Any process, notice, or demand required or permitted by law to be served upon a domestic corporation or a foreign corporation having authority to transact business in this State may be served either upon the registered agent appointed by the corporation or upon the Secretary of State as provided in this Section. (b) The Secretary of State shall be irrevocably appointed as an agent of a domestic corporation or of a foreign corporation having authority upon whom any process, notice or demand may be served: (1) Whenever the corporation shall fail to appoint
or maintain a registered agent in this State, or
(2) Whenever the corporation's registered agent
cannot with reasonable diligence be found at the registered office in this State, or
(3) When a domestic corporation has been dissolved,
the conditions of paragraph (1) or paragraph (2) exist, and a civil action, suit or proceeding is instituted against or affecting the corporation within the five years after the issuance of a certificate of dissolution or the filing of a judgment of dissolution, or
(4) When a domestic corporation has been dissolved,
the conditions of paragraph (1) or paragraph (2) exist, and a criminal proceeding has been instituted against or affecting the corporation, or
(5) When the authority of a foreign corporation to
transact business in this State has been revoked.
(c) Service under subsection (b) shall be made by: (1) Service on the Secretary of State, or on any
clerk having charge of the corporation division of his or her office, of a copy of the process, notice or demand, together with any papers required by law to be delivered in connection with service, and a fee as prescribed by subsection (b) of Section 15.15 of this Act;
(2) Transmittal by the person instituting the
action, suit or proceeding of notice of the service on the Secretary of State and a copy of the process, notice or demand and accompanying papers to the corporation being served, by registered or certified mail:
(i) At the last registered office of the
corporation as shown by the records on file in the office of the Secretary of State; and
(ii) At such address the use of which the person
instituting the action, suit or proceeding knows or, on the basis of reasonable inquiry, has reason to believe, is most likely to result in actual notice; and
(3) Appendage, by the person instituting the action,
suit or proceeding, of an affidavit of compliance with this Section, in substantially such form as the Secretary of State may by rule or regulation prescribe, to the process, notice or demand.
(d) Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law. (e) The Secretary of State shall keep a record of all processes, notices, and demands served upon him or her under this Section, and shall record therein the time of such service and his or her action with reference thereto, but shall not be required to retain such information for a period longer than five years from his or her receipt of the service. (Source: P.A. 92‑33, eff. 7‑1‑01.)
(805 ILCS 5/5.30)(from Ch. 32, par. 5.30) Sec. 5.30. Service of process on foreign corporation not authorized to transact business in Illinois. If any foreign corporation transacts business in this State without having obtained authority to transact business, it shall be deemed that such corporation has designated and appointed the Secretary of State as an agent for process upon whom any notice, process or demand may be served. Service on the Secretary of State shall be made in the manner set forth in subsection (c) of Section 5.25 of this Act. (Source: P.A. 92‑33, eff. 7‑1‑01.)
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