REGISTERED AGENT DESIGNATION & CONSENT AGREEMENT

(Compliant with Illinois Business Corporation Act of 1983, 805 Ill. Comp. Stat. 5/5.05 (2022))

[// GUIDANCE: This agreement serves two functions:
(a) an internal appointment/consent instrument between the Entity and its new Registered Agent; and
(b) evidentiary support for the “Statement of Change of Registered Agent and/or Registered Office” filed with the Illinois Secretary of State.
Attach the completed Secretary of State form as Exhibit A and file it in accordance with SOS instructions. ]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Title. Registered Agent Designation & Consent Agreement (Illinois).
2. Parties.
   a. “[Entity]”: [LEGAL NAME], a [Illinois corporation / foreign corporation qualified in Illinois / Illinois limited liability company / other], SOS File No. [__].
   b. “[Registered Agent]”: [NAME OF AGENT], a [Illinois resident individual / Illinois business entity] meeting statutory qualifications.
3. Recitals.
   a. The Entity is obligated under Section 5.05 of the Illinois Business Corporation Act of 1983, 805 Ill. Comp. Stat. 5/5.05 (2022) (“IBCA”), to maintain a registered agent and registered office within Illinois.
   b. The Entity desires to designate the Registered Agent and registered office set forth herein; the Registered Agent wishes to accept such appointment and comply with applicable law.
   c. Consideration is acknowledged as legally sufficient.
4. Effective Date. This Agreement becomes effective on “[Effective Date]”: [MM/DD/YYYY] unless otherwise indicated in the State filing.

II. DEFINITIONS

For purposes of this Agreement:

“Applicable Law” means the IBCA, rules and regulations promulgated thereunder, and any other Illinois or federal statutes governing service of process or registered agents.

“Business Court” means the Illinois Circuit Court, Commercial Calendar Section (or any successor specialized business docket) sitting in the county where the Registered Office is located.

“Consent” means the written consent of the Registered Agent required by IBCA § 5/5.05(d).

“Registered Office” means the street address (not a P.O. Box) in Illinois designated in Section 3.2, at which the Registered Agent is located and where process may be served.

All other capitalized terms have the meanings assigned in context.

III. OPERATIVE PROVISIONS

3.1 Designation. The Entity hereby designates the individual or business entity identified in Section 1.2(b) as its Registered Agent in Illinois.

3.2 Registered Office. The Registered Office shall be:
[STREET ADDRESS]
[CITY], Illinois [ZIP]
County of [___].

3.3 Filing Obligation. The Entity shall (a) prepare a “Statement of Change of Registered Agent and/or Registered Office” on the form prescribed by the Illinois Secretary of State, (b) attach a fully executed counterpart of this Agreement as supporting documentation if requested, and (c) timely file the Statement together with all required fees.

3.4 Consent. The Registered Agent hereby gives the statutory Consent to act as registered agent and affirms that the Registered Agent is familiar with and accepts the obligations imposed by Applicable Law.

3.5 Term. The appointment is continuous until (a) replaced pursuant to Applicable Law, (b) the Entity is dissolved, domesticated out of Illinois, or otherwise ceases to exist, or (c) termination under Section 6.2.

3.6 No Compensation. [SELECT ONE]
☐ The Registered Agent shall serve without compensation.
☐ The Entity shall pay the Registered Agent a fee of $[_____] per [year/quarter], payable within [30] days of invoice.

[// GUIDANCE: Delete the inapplicable bracket option.]

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party represents that it has full legal right, power, and authority to execute, deliver, and perform this Agreement.

4.2 Entity Representations. The Entity represents and warrants that:
a. It is duly organized, validly existing, and in good standing in its jurisdiction of formation and in Illinois.
b. The address in Section 3.2 is not a P.O. Box and complies with IBCA § 5/5.05(b).
c. It will promptly communicate to the Registered Agent any change in its legal status or name affecting service of process.

4.3 Registered Agent Representations. The Registered Agent represents and warrants that:
a. The Registered Agent satisfies the residency or qualification requirements of IBCA § 5/5.05(a).
b. The Registered Office will be continuously staffed during normal business hours for acceptance of service of process.
c. The Registered Agent has not been convicted of any felony involving dishonesty (if an individual) or is in good standing (if an entity).

4.4 Survival. All representations and warranties survive the execution of this Agreement and the filing of any associated State forms.

V. COVENANTS & RESTRICTIONS

5.1 Registered Agent Covenants. The Registered Agent shall:
a. Accept and promptly forward to the Entity all service of process, governmental correspondence, and official notices.
b. Maintain accurate contact information on file with the Secretary of State.
c. Provide the Entity, within [2] business days, copies of any documents received.
d. Notify the Entity at least [60] days prior to any relocation of the Registered Office.

5.2 Entity Covenants. The Entity shall:
a. Maintain good standing with the Illinois Secretary of State and remit all annual report fees.
b. Update the Registered Agent in writing of any change to its principal business address or officers within [10] days.
c. Indemnify the Registered Agent for out-of-pocket costs reasonably incurred in forwarding service of process (postage, certified mail fees, etc.).

5.3 Restrictions. Neither Party may use the Registered Office as the Entity’s principal place of business without a separate written agreement.

VI. DEFAULT & REMEDIES

6.1 Events of Default.
a. Failure of either Party to perform any material covenant herein within [15] days after written notice.
b. Revocation or suspension of the Registered Agent’s authority to do business in Illinois.
c. The Entity’s administrative dissolution or forfeiture of good standing.

6.2 Termination Rights.
a. By Entity. The Entity may terminate the appointment at any time upon (i) filing a new Statement of Change designating a successor agent and (ii) written notice to the Registered Agent.
b. By Registered Agent. The Registered Agent may resign pursuant to IBCA § 5/5.05(f) by delivering written notice to the Entity and filing the requisite “Statement of Resignation” with the Secretary of State.

6.3 Remedies. Upon default, the non-defaulting Party may (a) seek equitable relief, (b) recover actual damages, and/or (c) pursue any other remedy available at law or in equity.

6.4 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

[// GUIDANCE: Metadata indicates no indemnification or liability caps are required. The following clause is optional. Remove or modify as desired.]

7.1 Limitation of Liability. Neither Party is liable for consequential or punitive damages arising out of this Agreement except in cases of gross negligence or willful misconduct.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement is governed by Illinois corporate law without regard to conflict-of-law principles.

8.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the Business Court in the county where the Registered Office is located.

8.3 Arbitration; Jury. No arbitration provisions apply. Nothing herein constitutes a jury-trial waiver.

IX. GENERAL PROVISIONS

9.1 Amendment. Any amendment must be in writing signed by both Parties.

9.2 Assignment. Neither Party may assign its rights or delegate its duties without the other Party’s prior written consent except as required to effect a merger or statutory conversion of the Entity.

9.3 Successors & Assigns. This Agreement binds and benefits the Parties and their lawful successors and permitted assigns.

9.4 Severability. If any provision is held invalid, the remaining provisions remain enforceable to the fullest extent permitted by law.

9.5 Integration. This Agreement constitutes the entire understanding between the Parties concerning the subject matter and supersedes all prior oral or written agreements.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and signatures transmitted electronically (e.g., via PDF or e-signature platform) are binding.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[Optional Notary Acknowledgment—if Entity or Agent requires notarization]

EXHIBIT A

Form: “Statement of Change of Registered Agent and/or Registered Office”
[// GUIDANCE: Insert the Secretary of State’s prescribed form (currently Form BCA 5.10/5.20) with pre-filled data from Sections 1 and 3 above. File electronically or by mail with the required fee.]

[// GUIDANCE: Checklist for Counsel
1. Confirm the Registered Agent meets IBCA § 5/5.05(a) (Illinois resident or entity authorized to act).
2. Verify the Registered Office is a physical Illinois street address.
3. Secure original signatures for the Secretary of State filing and retain copies in the corporate minute book.
4. Calendar all annual report and franchise tax deadlines to preserve good standing.
5. If the Entity is an LLC, adapt statutory references to 805 Ill. Comp. Stat. 180/1-35.]