HB 4341

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Full Text of HB4341
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	HB4341 - 104th General Assembly
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104TH GENERAL ASSEMBLY
State of Illinois
2025 and 2026
HB4341
Introduced 1/14/2026, by Rep. Bob Morgan
SYNOPSIS AS INTRODUCED:
805 ILCS 5/5.05	  from Ch. 32, par. 5.05
805 ILCS 105/114.05	  from Ch. 32, par. 114.05
805 ILCS 180/5-5
Amends the Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, and the Limited Liability Company Act. Provides that an entity may use the registered office of its appointed registered agent as the entity's principal office if: (1) the entity attests that it has no physical location other than a residential address; (2) the registered agent maintaining the registered office consents to the use of the address as the entity's principal office; and (3) the entity provides the Secretary of State with the physical address of at least one officer or director, which shall not be made available to the public.
LRB104 16786 SPS 30195 b
A BILL FOR
		HB4341		LRB104 16786 SPS 30195 b
1    AN ACT concerning business.
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
4    Section 5. The Business Corporation Act of 1983 is amended
5by changing Section 5.05 as follows:
6    (805 ILCS 5/5.05)  (from Ch. 32, par. 5.05)
7    Sec. 5.05. Registered office and registered agent.
8    (a) Each domestic corporation and each foreign corporation
9having authority to transact business in this State shall have
10and continuously maintain in this State:
11        (1) [(a)] A registered office which may be, but need not
12    be, the same as its place of business in this State.
13        (2) [(b)] A registered agent, which agent may be either
14    an individual, resident in this State, whose business
15    office is identical with such registered office, or a
16    domestic or foreign corporation, limited liability
17    company, limited partnership, or limited liability
18    partnership authorized to transact business in this State
19    that is authorized by its statement of purpose to act as
20    such agent, having a business office identical with such
21    registered office.
22        (3) [(c)] The address, including street and number, or
23    rural route number, of the initial registered office, and
		HB4341	- 2 -	LRB104 16786 SPS 30195 b
1    the name of the initial registered agent of each
2    corporation organized under this Act shall be stated in
3    its articles of incorporation; and of each foreign
4    corporation shall be stated in its application for
5    authority to transact business in this State.
6    (b) A corporation may use the registered office of its 
7appointed registered agent as the corporation's principal 
8office if:
9        (1) the corporation attests that it has no physical 
10    location other than a residential address;
11        (2) the registered agent maintaining the registered 
12    office consents to the use of the address as the 
13    corporation's principal office; and
14        (3) the corporation provides the Secretary of State 
15    with the physical address of at least one officer or 
16    director, which shall not be made available to the public.
17    (c) In the event of dissolution of a corporation, either
18voluntary, administrative, or judicial, the registered agent
19and the registered office of the corporation on record with
20the Secretary of State on the date of the issuance of the
21certificate or judgment of dissolution shall be an agent of
22the corporation upon whom claims can be served or service of
23process can be had during the 5-year, post-dissolution period
24provided in Section 12.80 of this Act, unless such agent
25resigns or the corporation properly reports a change of
26registered office or registered agent.
		HB4341	- 3 -	LRB104 16786 SPS 30195 b
1    In the event of revocation of the authority of a foreign
2corporation to transact business in this State, the registered
3agent and the registered office of the corporation on record
4with the Secretary of State on the date of the issuance of the
5certificate of revocation shall be an agent of the corporation
6upon whom claims can be served or service of process can be
7had, unless such agent resigns.
8(Source: P.A. 96-988, eff. 7-2-10; 97-333, eff. 8-12-11.)
9    Section 10. The General Not For Profit Corporation Act of
101986 is amended by changing Section 114.05 as follows:
11    (805 ILCS 105/114.05)  (from Ch. 32, par. 114.05)
12    Sec. 114.05. Annual report of domestic or foreign 
13corporation.
14    (a) [Annual report of domestic or foreign corporation.] Each
15domestic corporation organized under this Act, and each
16foreign corporation authorized to conduct affairs in this
17State, shall file, within the time prescribed by this Act, an
18annual report setting forth:
19        (1) [(a)] The name of the corporation.
20        (2) [(b)] The address, including street and number, or
21    rural route number, of its registered office in this
22    State, and the name of its registered agent at such
23    address.
24        (3) [(c)] The address, including street and number, or
		HB4341	- 4 -	LRB104 16786 SPS 30195 b
1    rural route number, of its principal office.
2        (4) [(d)] The names and respective addresses, including
3    street and number, or rural route number, of its directors
4    and officers.
5        (5) [(e)] A brief statement of the character of the
6    affairs which the corporation is actually conducting from
7    among the purposes authorized in Section 103.05 of this
8    Act.
9        (6) [(f)] Whether the corporation is a Condominium
10    Association as established under the Condominium Property
11    Act, a Cooperative Housing Corporation defined in Section
12    216 of the Internal Revenue Code of 1954 or a Homeowner
13    Association which administers a common-interest community
14    as defined in subsection (c) of Section 9-102 of the Code
15    of Civil Procedure.
16        (7) [(g)] Such additional information as may be
17    necessary or appropriate in order to enable the Secretary
18    of State to administer this Act and to verify the proper
19    amount of fees payable by the corporation.
20    Such annual report shall be made on forms prescribed and
21furnished by the Secretary of State, and the information
22therein required by paragraphs (1) to (4) [subsections (a) to ]
23[(d)], both inclusive, of this Section, shall be given as of the
24date of the execution of the annual report. It shall be
25executed by the corporation by any authorized officer and
26verified by him or her, or, if the corporation is in the hands
		HB4341	- 5 -	LRB104 16786 SPS 30195 b
1of a receiver or trustee, it shall be executed on behalf of the
2corporation and verified by such receiver or trustee.
3    (b) A corporation may use the registered office of its 
4appointed registered agent as the corporation's principal 
5office if:
6        (1) the corporation attests that it has no physical 
7    location other than a residential address;
8        (2) the registered agent maintaining the registered 
9    office consents to the use of the address as the 
10    corporation's principal office; and
11        (3) the corporation provides the Secretary of State 
12    with the physical address of at least one officer or 
13    director, which shall not be made available to the public.
14(Source: P.A. 101-578, eff. 8-26-19.)
15    Section 15. The Limited Liability Company Act is amended
16by changing Section 5-5 as follows:
17    (805 ILCS 180/5-5)
18    Sec. 5-5. Articles of organization.
19    (a) The articles of organization shall set forth all of
20the following:
21        (1) The name of the limited liability company and the
22    address of its principal place of business which may, but
23    need not be a place of business in this State.
24        (2) The purposes for which the limited liability
		HB4341	- 6 -	LRB104 16786 SPS 30195 b
1    company is organized, which may be stated to be, or to
2    include, the transaction of any or all lawful businesses
3    for which limited liability companies may be organized
4    under this Act.
5        (3) The name of its registered agent and the address
6    of its registered office.
7        (4) A confirmation that the limited liability company
8    complies with the requirement in subsection (b) of Section
9    5-1 that the company has one or more members at the time of
10    filing or, if the filing is to be effective on a later
11    date, that the company will have one or more members on the
12    date the filing is to be effective.
13        (5) The name and business address of all of the
14    managers and any member having the authority of a manager.
15        (5.5) The duration of the limited liability company,
16    which shall be perpetual unless otherwise stated.
17        (6) (Blank).
18        (7) The name and address of each organizer.
19        (8) Any other provision, not inconsistent with law,
20    that the members elect to set out in the articles of
21    organization for the regulation of the internal affairs of
22    the limited liability company, including any provisions
23    that, under this Act, are required or permitted to be set
24    out in the operating agreement of the limited liability
25    company.
26    (b) A limited liability company is organized at the time
		HB4341	- 7 -	LRB104 16786 SPS 30195 b
1articles of organization are filed by the Secretary of State
2or at any later time, not more than 60 days after the filing of
3the articles of organization, specified in the articles of
4organization.
5    (c) Articles of organization for the organization of a
6limited liability company for the purpose of accepting and
7executing trusts shall not be filed by the Secretary of State
8until there is delivered to him or her a statement executed by
9the Secretary of Financial and Professional Regulation or
10successor State board, department, or agency having
11jurisdiction over the regulation of trust companies that the
12organizers of the limited liability company have made
13arrangements with the Secretary of Financial and Professional
14Regulation or successor State board, department, or agency
15having jurisdiction over the regulation of trust companies to
16comply with the Corporate Fiduciary Act.
17    (d) Articles of organization for the organization of a
18limited liability company as a bank or a savings bank must be
19filed with the Secretary of Financial and Professional
20Regulation or successor State board, department, or agency
21having jurisdiction over the regulation of banks or savings
22banks or, if the bank or savings bank will be organized under
23federal law, with the appropriate federal banking regulator.
24    (e) A limited liability company may use the registered 
25office of its appointed registered agent as the limited 
26liability company's principal office if:
		HB4341	- 8 -	LRB104 16786 SPS 30195 b
1        (1) the limited liability company attests that it has 
2    no physical location other than a residential address;
3        (2) the registered agent maintaining the registered 
4    office consents to the use of the address as the limited 
5    liability company's principal office; and
6        (3) the corporation provides the Secretary of State 
7    with the physical address of at least one officer or 
8    director, which shall not be made available to the public.
9(Source: P.A. 98-171, eff. 8-5-13; 99-227, eff. 8-3-15;
1099-637, eff. 7-1-17.)