Illinois: LLC Registered-Agent and Registered-Office Requirements

Requirements one by one

Governing law and terminology

805 ILCS 180/1-1 names the statute the Limited Liability Company Act.
Section 1-5 defines a registered agent as the company-appointed person who
receives service of process and defines the registered office as the
Illinois address on file where process, notice, or demand may be served on
that agent.

Continuous designation duty

Under 805 ILCS 180/1-35(a), every Illinois LLC must “continuously maintain in
this State a registered agent and registered office.” Section 5-5(a)(3) makes
the initial appointment part of formation by requiring the articles to state
the agent's name and the office address.

Eligible individual

Section 1-35(a) permits an “individual resident of this State.” It does not
state a minimum age or citizenship requirement. Illinois residence is the
individual qualification the Act names.

Eligible entity and self-service

The entity alternative in § 1-35(a) is another “person authorized to transact
business in this State.” The Secretary of State's current guide says an
organizer, manager, member, or employee may serve, but only if that person
independently meets the qualification.

The Secretary's March 2026 change form is explicit that the LLC may not act
as its own registered agent. Naming a member or employee and naming the LLC
itself are legally different choices.

Registered office, address, and hours

Sections 1-36(b)(6) and 1-37(a)(5) require the registered-office address and
the agent's business-office address to be identical. The Secretary's guide
requires an Illinois street or road address, or a rural route and box number.
A P.O. box alone is rejected, although the current change form says a P.O. box
with the plus-4 ZIP may be added to the physical address.

The Act and current Secretary materials state no fixed daily availability
hours. The legal requirement is the qualifying Illinois business-office
address where the agent receives service, not a separately enacted nine-to-five
window.

Consent and initial filing

Section 5-5(a)(3) requires the articles to state the agent and office. Under
§ 5-45(b)(1), the organizer signs the initial articles. Neither provision nor
official Form LLC-5.5 supplies a separate agent signature or acceptance filing.

That does not make an unwilling appointment proper. The Secretary's formation
guide says an LLC should name someone only after that person has agreed to act.
The agreement is advised before filing, but it is not a separate filed
acceptance under the current Act or form.

Change, resignation, and replacement

Under § 1-36, the LLC files a statement naming the current and successor agent
or office, confirms the office remains identical to the agent's business
office, and states that members or managers authorized the change. Section
5-45(b)(3) lets a person authorized by the LLC sign. The change becomes
effective when the Secretary of State files the statement.

Section 1-37 separately lets the registered agent sign and file an office-only
address change, also effective on filing. An agent resignation follows three
different clocks under § 1-35(c)–(d): the agent mails the LLC a copy by
registered or certified mail at least 10 days before filing; the resignation
cannot take effect sooner than 30 days after filing; and a new agent must be
placed on record within 60 days after the resignation notice.

Agent duties and service

Section 1-5 makes accepting service of process the agent's statutory role.
The Secretary's guide adds the ordinary filing-system function: official
Secretary-of-State correspondence is sent to the agent at the registered
office. Section 1-50(a) therefore directs process to the appointed agent unless
the statutory Secretary-of-State route applies.

Lapse consequences and fallback service

Section 50-15(a)(2) makes an LLC delinquent and not in good standing when it
does not replace a resigning agent within 60 days. The current change form
states the $100 penalty, while § 50-15(b)(2) blocks additional company filings
until the delinquency is cured.

Failure to appoint and maintain the agent is an administrative-dissolution
ground under § 35-25(3). After the Secretary sends a delinquency notice,
§ 35-30(b) gives 60 days to correct that ground before the Secretary issues a
certificate of dissolution; the dissolved LLC then continues only to wind up.

The lapse does not prevent service. Section 1-50(b) irrevocably appoints the
Secretary of State when the LLC has no maintained agent or when the agent
cannot with reasonable diligence be found at the registered office or stated
principal place of business. Under § 1-50(c), the claimant serves the
Secretary, mails the papers by registered or certified mail both to the last
registered office and to the address most likely to give actual notice after
reasonable inquiry, and attaches an affidavit of compliance.

What trips people up

The LLC itself and an LLC insider are not the same agent choice. The company
may not name itself, but a resident organizer, manager, member, or employee may
serve in the person's own name.

A mailbox cannot replace the office. A P.O. box may accompany the physical
address in the limited manner the Secretary's form describes, but it cannot be
the only registered-office address.

Resignation has three clocks, not one. Mailing occurs at least 10 days
before filing, resignation takes effect no sooner than 30 days after filing,
and the company has 60 days after the notice to place a successor on record.

Common questions

Must the organizer also be the registered agent? No. The form treats the
organizer and agent as separate roles, although a qualified organizer may hold
both.

Does the agent sign the articles? Not in a separate agent capacity. The
organizer signs Form LLC-5.5; the form has no agent-acceptance signature block.

Is Secretary-of-State fallback automatic after an agent lapse? The
appointment is statutory, but the serving party must complete § 1-50(c)'s
service, dual-mailing, fee, and affidavit steps.

Statutes and sources

• 805 ILCS 180/1-1, 1-5, and 1-35 — Act name, agent and office
  definitions, continuous duty, eligibility, resignation notice, effective
  date, and replacement period.
  https://www.ilga.gov/documents/legislation/ilcs/documents/080501800K1-35.htm
  (accessed 2026-07-27)
• 805 ILCS 180/1-36, 1-37, and 5-45 — company and agent change filings,
  identical business-office rule, signers, and filing effectiveness.
  https://www.ilga.gov/documents/legislation/ilcs/documents/080501800K1-36.htm
  (accessed 2026-07-27)
• 805 ILCS 180/5-5 and 1-50 — formation-filing contents and direct or
  Secretary-of-State service routes.
  https://www.ilga.gov/documents/legislation/ilcs/documents/080501800K1-50.htm
  (accessed 2026-07-27)
• 805 ILCS 180/50-15, 35-25, and 35-30 — delinquency, loss of good standing,
  filing block, administrative-dissolution ground, notice, and cure period.
  https://www.ilga.gov/documents/legislation/ilcs/documents/080501800K35-30.htm
  (accessed 2026-07-27)
• Illinois Secretary of State domestic LLC guide and forms LLC-5.5,
  LLC-1.35, and LLC-1.36/1.37 — live filing fields, insider eligibility,
  agreement guidance, physical-address rule, self-agent exclusion, resignation,
  and change instructions.
  https://www.ilsos.gov/publications/pdf_publications/c334.pdf
  (accessed 2026-07-27)
• IL HB 4341 and SB 2816 bill pages — current companion-bill text and live
  re-referral histories for the proposed principal-office-address route.
  https://ilga.gov/Legislation/BillStatus?DocNum=4341&GAID=18&DocTypeID=HB&LegId=164871&SessionID=114
  (checked 2026-07-27)