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The registered agent in Illinois has two jobs. It accepts service of process for the company, and it receives the Secretary of State's own mail. The LLC filing instructions say that all correspondence started by the Secretary of State's office goes to the registered agent at the registered office. That includes the pre-filled annual report, which goes out about 45 days before it is due. If the agent's details are wrong, you miss deadlines as well as lawsuits. For fees, name rules and the search tool, see our Illinois business guide.
The qualification rule
Every Illinois LLC must appoint and maintain a registered agent within Illinois. The agent has to be one of two things:
- an individual who lives in Illinois; or
- an entity authorized to transact business in Illinois.
The Secretary of State's LLC guide (publication C334) adds that, unless your articles or operating agreement say otherwise, the agent may be an organizer, manager, member or employee of the LLC. It also tells you to name a person only after they agree to act.
There is one firm limit. The notes on the change form say the LLC may not act as its own registered agent. So you, as a member who lives in Illinois, can be the agent. The company itself cannot. A business entity acting as agent must be registered with the Secretary of State.
Corporations follow a similar test in 805 ILCS 5/5.05. The agent is an Illinois resident whose business office is the registered office, or an authorized corporation, LLC, LP or LLP with the same office. For a dissolved corporation, the agent on record stays the agent for claims during the five year post-dissolution period, unless it resigns or the corporation reports a change.
Address limits for the registered office
Illinois is specific about the address:
- it must be in Illinois;
- it needs a number and a street or road address, or a rural route and box number;
- a P.O. Box alone is refused, though a P.O. Box with the plus-4 ZIP may be added to the physical address;
- it must match the agent's business office address;
- the registered office address is limited to 30 characters, spaces included.
The character limit is worth checking before you file. A long suite description can push you over it.
Filing a change
Use Form LLC-1.36/1.37, the Statement of Change of Registered Agent and/or Registered Office. It asks for the agent and office as they now appear on the record, then the new agent and office. You confirm that the new office and the agent's business office will be identical. Then you tick who authorized the change:
- the members or manager, for a new agent, a new office, or both; or
- the registered agent, when it is only moving its own office address.
The signer affirms the statement under penalties of perjury. The LLC forms and fees page lists:
| Form | Filing | Fee |
|---|---|---|
| LLC-1.36/1.37 | Statement of change of registered agent and/or registered office | $25 |
| LLC-1.35 | Resignation of registered agent | $5 |
If your agent quits
When an agent resigns, the clock starts. The form notes say a $100 penalty applies if the LLC fails to appoint and maintain a new agent within 60 days of the Secretary of State being notified by the resigning agent.
Waiting longer carries a bigger risk. Under 805 ILCS 180/35-25, failing to appoint and maintain a registered agent in Illinois is a ground for administrative dissolution. Publication C334 says the same thing in plain terms: failure to keep an agent and office will ultimately result in the involuntary dissolution of the company. You can check whether that has happened with a dissolved business search.
Finding an Illinois company's agent
The Secretary of State's business entity search lets you search by business name, registered agent, president, secretary, manager, file number, keyword or partial word. Choose the registered agent option to search by an agent's name. The record shows the official name, formation date, jurisdiction, the name of the registered agent, the registered office address and active or inactive status. Our registered agent lookup guide explains how to use that record, and the registered agent overview compares Illinois with other states.
Forming a new company? See how to start an LLC in Illinois.