Corporation Registered-Agent Change and Resignation Requirements in Illinois

At a glance

Requirements one by one

The agent and office are continuous, linked requirements

Under § 5.05, a corporation must maintain both an Illinois registered agent and an Illinois registered office to be maintained continuously. An individual agent must be an Illinois resident. An entity agent may be an authorized corporation, LLC, limited partnership, or LLP whose statement of purpose permits it to act as an agent. In every case, the registered office and the agent's business-office address are identical, although that location need not be the corporation's place of business.

The current Form BCA 5.10/5.20 adds the practical address rules: use an Illinois street or road address or rural-route number, not a P.O. box alone. The form also says the corporation cannot act as its own registered agent.

A corporation change needs a board resolution and duplicate filing

Under § 5.10, the corporation must change its agent if the office becomes vacant, the agent becomes disqualified or incapacitated, or the corporation revokes the appointment. The same section requires a duly adopted board resolution for an agent change, office change, or both.

The duplicate statement identifies the corporation, its current agent and office, the successor agent or new office, and confirms that the new registered office equals the agent's business office. The current form requires an authorized officer to sign an agent change. Under § 1.10, alternate signers may act when ordinary officers do not exist, and the signature itself verifies the filing under penalties of perjury. Neither the section nor the form has a separate filed acceptance by the successor agent.

The agent may move the office without board action

Under § 5.20, the agent has a separate office-only route. The agent signs a duplicate statement identifying the corporation, old and new Illinois office, the agent, and the continuing identity between the registered office and the agent's business office. The statute gives no bulk filing, commercial-agent listing, or agent-name-change mechanism; a new agent uses the corporation's board-approved § 5.10 route.

Resignation has both advance notice and delayed effect

Under § 5.15, the agent mails a copy of its notice to the corporation's known principal office at least 10 days before filing. The notice states the corporation and agent names, current registered office, known principal office, resignation, effective date, and mailing certification. An individual agent signs personally; an entity agent signs under its governing statute.

The effective date cannot be earlier than 30 days after filing. Illinois does not say that an earlier successor filing accelerates that date. The delay before resignation and the later administrative-dissolution notice period are separate clocks.

Filing, report, correction, and expedite routes stay separate

Both a corporation change under § 5.10 and an agent office change under § 5.20 take effect when the Secretary of State files the statement. Under § 15.10, the Act sets the ordinary fee at $25. The current forms table lists an additional $50 expedited fee, requested in person rather than by mail.

Agent resignation costs $5, with the same listed $50 expedite option. The $75 annual report lists the current agent and office under § 14.05, but current Form BCA 14.05 expressly says it cannot make the change; Form BCA 5.10/5.20 and its fee must accompany the report. A $50 statement of correction under § 1.15 can fix an erroneous filed instrument with relation-back, but it cannot replace the required change filing.

Agent loss changes service and can end corporate existence

Under § 5.25, process may be served on the registered agent. If the corporation fails to maintain one, or reasonable diligence cannot find the agent at the office, service may instead be made on the Secretary of State. That route requires the papers and $10 fee, registered or certified mailing both to the last registered office and to the address most likely to give actual notice, and an affidavit of compliance.

Failure to appoint and maintain the agent is an administrative-dissolution ground under § 12.35. Under § 12.40, the Secretary must mail a Notice of Delinquency to the registered office, or to a principal officer's last known office if no registered office is maintained. Failure to cure within 90 days after notice leads to a certificate of dissolution and ends ordinary business activity, subject to winding up and reinstatement boundaries.

What trips people up

The annual report repeats the registered-agent and office fields, but it is not the change instrument. The February 2026 form directs the corporation to submit BCA 5.10/5.20 and the separate fee with the report.

Three pending bills address when the agent's registered office may serve as the corporation's principal office. SB 2816 and HB 4341 use a no-nonresidential-location attestation, agent consent, and a nonpublic officer/director address; SB 2650 instead uses agent-held residential records and a written compliance agreement. None is current law.

Common questions

May the agent move only the registered office?

Yes. Under § 5.20, the agent signs the office-only statement. A successor-agent appointment still needs the corporation's board resolution and officer-signed § 5.10 statement.

Does filing a successor end a resignation before day 30?

The resignation section states a date no earlier than 30 days after filing and does not provide successor-filing acceleration.

Is a P.O. box enough for the office?

No. The current Secretary of State form requires a street/road or rural-route address and says a P.O. box alone is unacceptable.

Is the 90-day dissolution period measured from resignation filing?

No. The 90 days under § 12.40 runs after the Secretary's delinquency notice; it is separate from the 10-day prefiling notice and 30-day resignation delay.

Statutes and sources

• 805 ILCS 5/1.10, 1.15, 5.05-5.25, 12.35-12.40, 14.05, 15.10, and 15.15 — current official Illinois General Assembly text for eligibility, changes, signing, correction, resignation, service, fees, reports, and dissolution, accessed August 23, 2026.
• Illinois Secretary of State Forms BCA 5.10/5.20, BCA 5.15, and BCA 14.05, plus the current corporation forms table — current filing fields, address and signature instructions, fees, annual-report boundary, and expedited service, accessed August 23, 2026.
• Illinois SB 2816, HB 4341, and SB 2650 official bill text and action tables — pending registered-office/principal-office proposals checked September 19, 2026.