Free Illinois Statement Of Change Template

Detailed Guide for Filling Out Illinois Statement Of Change

To update or change the registered agent and/or office address for a limited liability company (LLC) in Illinois, the designated individual must fill out the Statement of Change form, referred to as Form LLC-1.36/1.37. This form is essential for maintaining current and accurate records with the Illinois Secretary of State, ensuring that all official and legal correspondences are directed to the right place. The process involves providing the details of the current and new registered agent or office, ensuring that all changes conform to the regulations set by the Illinois Limited Liability Company Act. A filing fee is associated with this update, which must be completed accurately to avoid any future complications or misunderstandings.

1. Begin by gathering the current information of the LLC's registered agent and office, as well as the new details that you intend to update to.
2. On the form, under section 1, type or clearly print the full name of the Limited Liability Company as currently registered.
3. In section 2, enter the name and complete address (no P.O. Boxes allowed) of the current registered agent and office as they appear in the Secretary of State's records.
4. Section 3 requires you to fill in the name and address of the new registered agent and/or the new office location. Remember to check the requirements and notes provided for any specifics regarding the new address or agent details.
5. Ensure that the address of the registered office and the business office of the registered agent are identical by affirming this in section 4.
6. Identify who authorized the change in section 5 by checking the appropriate box—either the members/manager or the registered agent (if changing only the registered office address).
7. In the space provided, affirm under penalties of perjury that the information provided is, to the best of your knowledge, true, correct, and complete.
8. Enter the date of the filing in the space provided.
9. Sign the form and print the name and title of the person filling out the form. If the form is being filled on behalf of a company or entity, include the name of the company/entity as well.
10. Review all information for accuracy and completeness to ensure compliance with Illinois regulations.
11. Send the completed form along with the required filing fee ($25, as indicated on the form; if delayed, a penalty could apply) to the Department of Business Services at the Secretary of State's office in Springfield, IL. Checks should be made payable to the Secretary of State.

After submission, the Secretary of State's office will process the Statement of Change. This update to the LLC's records ensures that all legal documentation and correspondence are sent to the correct registered agent or office, maintaining compliance with state requirements. It is important to keep a copy of the form and any correspondence for your records.

1. What is the Illinois Statement of Change form?

   The Illinois Statement of Change form, also known as form LLC-1.36/1.37, is a document filed with the Illinois Secretary of State. It is used by limited liability companies (LLCs) to officially report changes to their registered agent and/or the address of their registered office. Ensuring this information is accurate and current is essential for receiving legal notices and maintaining compliance with Illinois state law.

2. Who needs to file the Illinois Statement of Change form?

   Any LLC registered in the state of Illinois that needs to update its registered agent details or the address of its registered office must file the Illinois Statement of Change form. This includes changes in the registered agent's name, changes in the location of the registered office, or both.

3. What are the requirements for a registered agent in Illinois?

   In Illinois, a registered agent must reside in the state, or be a business entity authorized to do business in Illinois. The LLC itself cannot serve as its own registered agent. The role of the registered agent is critical as they are responsible for accepting legal documents on behalf of the LLC.

4. What is the filing fee for the Illinois Statement of Change?

   The filing fee for the Illinois Statement of Change is $25. Payment can be made by check, payable to the Secretary of State. It's important to note that if the check is returned for any reason, the filing will be voided.

5. What information do I need to provide on the Illinois Statement of Change form?

   You will need to provide:

   • The name of the limited liability company.
   • The current name and address of the registered agent and registered office as it appears in the Secretary of State's records, before any changes.
   • The new name and address of the registered agent and/or the registered office after the changes.
   • Confirmation that the address of the registered office and the business office of the registered agent, as changed, will be identical.
   • Details on who authorized the change.
   The completed form must be signed, confirming the accuracy of the provided information under penalties of perjury.

6. Is there a penalty for not maintaining a registered agent?

   Yes, there is a $100 penalty if an LLC fails to appoint and maintain a registered agent within 60 days of receiving notification from the Secretary of State about the resignation of the previous agent. It underscores the importance of ensuring that a registered agent is always in place and that their information is up to date.

7. How can the address formatting affect the filing?

   The address of the registered office must include the street number and name. A PO Box can be added but is not sufficient on its own. The address is limited to 30 characters, including spaces, so it's essential to consult USPS.com for correct formatting and abbreviation guidelines to ensure the address is recognized by the Secretary of State's office.

Filling out the Illinois Statement of Change form (LLC-1.36/1.37) can seem straightforward, but it's surprisingly easy to make mistakes that can stall your process. By being aware of common pitfalls, you can ensure your filing goes through smoothly, avoiding delays, or even the need to resubmit the form—and incurring additional fees. Here are six common mistakes to avoid:

1. Not using the correct form: This form is designated for changes to either the registered agent, the registered office, or both within the state of Illinois. Ensure you're not mistakenly using a form intended for other updates or states.
2. Illegible handwriting: The requirement to type or print clearly is crucial. The form explicitly states that information must be easy to read to avoid processing errors. Consider typing the form to ensure clarity.
3. Incorrect addresses: For the registered office, you must provide a physical address. PO Boxes alone are unacceptable. Additionally, the new address must include accurate USPS-approved formatting, which can be verified at USPS.com.
4. Failing to ensure the registered agent and office's addresses are identical: The form requires that the registered agent's business office and the registered office address be the same. This detail is often overlooked, leading to errors in submission.
5. Not properly authorizing the change: The form specifies that the change must be authorized by either the members or manager, or by the registered agent specifically for an office address change. It’s important to check the correct box to indicate who authorized the change to ensure the form is processed correctly.
6. Omitting the signature and date: The form must be signed and dated, affirming under penalties of perjury that the information provided is accurate. Missing signatures or dates are a common reason forms are returned or rejected.

Moreover, it's essential to be mindful of specific requirements, such as the limitation that a limited liability company (LLC) cannot act as its own registered agent and understanding the financial penalty for failing to maintain a registered agent as stipulated in Note 1 of the form’s instructions. Success in accurately completing and submitting the Illinois Statement of Change form comes down to attention to detail, understanding the requirements, and avoiding these common mistakes.

When a business in Illinois opts to file a Statement of Change of Registered Agent and/or Registered Office, it's often part of a broader documentation and compliance effort. This change, noted on Form LLC-1.36/1.37, typically prompts the review or submission of several additional documents to ensure the company remains in good standing and adheres to state laws. Here are some of the frequently associated documents.

• Articles of Organization (Form LLC-5.5) – This foundational document formally establishes the LLC with the Illinois Secretary of State, detailing its name, purpose, duration, management structure, and initial registered office and agent.
• Annual Report (Form LLC-50.1) – Required yearly, this report updates or confirms the LLC’s information on record, including the registered agent and office, and ensures the business maintains active status.
• Operating Agreement – While not filed with the state, this internal document outlines the LLC’s operating procedures, ownership structure, and member roles, potentially impacted by changes in the registered agent or office.
• Amendment to Articles of Organization (Form LLC 5.25) – Should any fundamental changes occur beyond the registered agent or office, such as name change or alteration of business purpose, this form is necessary to update the state records.
• Resignation of Agent – When a registered agent decides to resign, they must file this form with the state, potentially prompting the LLC to file the Statement of Change form to appoint a new agent.
• Certificate of Good Standing – Often needed after significant updates or annually, this certificate proves the LLC is compliant with state regulations and has filed all necessary documents, including changes to its registered agent or office.
• Dissolution Forms – If the LLC decides to cease operations, a set of forms, including the Statement of Termination (Form LLC-35.15), must be filed, potentially affecting the duties and final responsibilities of the registered agent.
• Foreign Registration Statement (Form LLC-45.5) – For LLCs expanding into other states, this form registers the LLC as a foreign entity, which might also require indicating a change of agent or office in the home state.

Each of these documents plays a role in maintaining the legal health and operational legitimacy of an LLC in Illinois. Whether responding to internal changes, meeting annual requirements, or ensuring compliance with state laws, these documents work in tandem with the Illinois Statement of Change Form to keep the business entity in good standing and positioned for success.

• The Illinois Statement of Registration: This document is similar to the Statement of Change form in that both are required filings with the state's Secretary of State office. The Statement of Registration may be used for the initial registration of a business entity, whereas the Statement of Change is specifically for updating the registered agent or office details post-registration. Both documents serve to keep the state informed about essential aspects of a business's legal presence within Illinois.

• Change of Registered Office/Agent Form (varies by state): Similar to Illinois' Statement of Change, many states have their own version of a form used to record changes in a business's registered agent or office. Although the specific form and regulations might differ, the purpose remains consistent: to update the state registry with current contact and location information for legal and official communications.

• Articles of Amendment: The Articles of Amendment are used to document and submit any changes to a company's founding documents, like its Articles of Incorporation or Organization, to the Secretary of State. While more broad in scope than the Illinois Statement of Change—which focuses specifically on changes to registered agent or office—the Articles of Amendment also fulfill the legal requirement of keeping company information current with state authorities.

• Annual Report: Many states require businesses to file an annual report, which may include updates to the business's address, its registered agent, and other key company details. The Illinois Statement of Change is similar in that it ensures the state has up-to-date information on where and how to reach the company. However, the Statement of Change can be filed as needed, whereas the Annual Report is typically a yearly requirement.

When filling out the Illinois Statement of Change form, certain practices should be followed to ensure the process is completed smoothly and accurately. Below is a list of things you should and shouldn't do.

• Type or print clearly: It's important that all information on the form is legible. This helps in avoiding any misunderstandings or delays in processing the form due to illegible handwriting.
• Check your information: Before submitting, double-check all the details you've entered, especially the new registered agent and office addresses, to ensure they're correct.
• Ensure addresses are complete: The registered office must have a complete physical address including the number and street. A P.O. Box alone is not acceptable, but you can add it along with the physical address.
• Make the check payable correctly: The filing fee should be paid by a check made out to the Secretary of State. This detail is crucial to avoid any processing delays.

• Leave sections incomplete: Make sure to fill out every required field. Incomplete forms will likely be returned or delayed, hindering the update process.
• Use a P.O. Box as the sole address: While a P.O. Box can be added for mailing purposes, the primary registered office address must be a physical location within Illinois.
• Forget to check authorization: Authorization to change the registered agent or office must come from the mandated parties within the LLC. Verify you have the right to make these changes before submission.
• Overlook the penalty note: Be aware of the penalties for failing to maintain a registered agent as outlined in Note 1. This could result in a $100 penalty if not addressed within 60 days.

When dealing with the Illinois Statement of Change form (Form LLC-1.36/1.37), there are several misconceptions that can lead to confusion for individuals attempting to update information regarding their limited liability company (LLC). Understanding these misconceptions is vital to ensure the accuracy and legality of such changes.

• Misconception 1: Any member or manager can file the Statement of Change without specific authorization. In reality, the change must be authorized by the members or manager who has the authority to change the registered agent, the registered office address, or both. This highlights the need for internal agreement before submission.
• Misconception 2: The address of the registered office can be a P.O. Box. The form clearly requires a physical address for the registered office, as a P.O. Box alone is unacceptable. This is crucial for legal and official correspondence that requires a physical location.
• Misconception 3: The filing fee is optional or negotiable. A filing fee of $25 is mandatory and payable to the Secretary of State. Failure to include the correct fee can result in the voiding of the filing, demonstrating the importance of adhering to stated fees.
• Misconception 4: A penalty only applies if the Statement of Change form is filed late. While timeliness is important, a $100 penalty applies specifically when the LLC fails to appoint and maintain a registered agent within 60 days of notification by the Secretary of State of the resigning agent. This emphasizes the importance of maintaining an appointed registered agent at all times.
• Misconception 5: The LLC can act as its own registered agent. According to the guidelines, the LLC may not act as its own registered agent. A registered agent must reside in Illinois, and if the agent is a business entity, it must be registered with the Secretary of State. This underscores the requirement for a distinct and qualified registered agent.
• Misconception 6: Any changes to the registered agent or office can be made informally. The form and its instructions specify that changes must be documented and filed appropriately with the Secretary of State. This is a legal requirement for maintaining the accuracy of the public record and ensuring regulatory compliance.

Understanding these misconceptions is crucial for the accurate and lawful management of an LLC's administrative records in Illinois. Ensuring that changes are made in accordance with the Secretary of State's requirements will help maintain the LLC's good standing and compliance with state laws.

Completing the Illinois Statement of Change form is an important step for any LLC that needs to update its registered agent or office address. Here are five key takeaways to help guide you through the process:

• Accuracy is Essential: Make sure all the information is typed or printed clearly. This helps prevent any misunderstandings or delays. The name of the LLC, along with the current and new information about the registered agent and office, must be provided accurately.
• Understanding the Fees: A filing fee of $25 is required with the Statement of Change form. It's crucial to know that if the payment is returned for any reason, such as insufficient funds, the filing will be considered void. Always double-check your payment method before submission.
• Agent Requirements: The selected registered agent must have a physical presence in Illinois. If a business entity is chosen to act as the agent, it must be registered with the Secretary of State. An LLC cannot serve as its own registered agent, emphasizing the need for an external agent.
• Address Specifics: The address of the registered office must be complete and cannot be a P.O. Box alone. It should include the street or road number and name. Both the registered office and the business office of the registered agent must have identical addresses post-change, underscoring the importance of accuracy in providing this information.
• Authorization and Verification: The change must be authorized appropriately, either by the members or manager with the authority to change the registered agent or office address, or by the registered agent if only the office address is changing. The person completing the form must affirm, under penalties of perjury, that the information is true, correct, and complete to the best of their knowledge.

By keeping these key points in mind, you can ensure a smoother process in maintaining your LLC's compliance with Illinois state requirements. Remember, it's not just about filling out a form. It's about ensuring your business maintains its good standing and continues to operate successfully in Illinois.