Bill Text: IL HB1048 | 2013-2014 | 98th General Assembly | Introduced
NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: Amends the Business Corporation Act of 1983, the General Not for Profit Corporation Act of 1986, and the Limited Liability Company Act. Requires a limited liability company (LLC) that has converted into a different entity to file a copy of the articles of conversion with the Secretary of State. Allows the Secretary of State to accept service of process for a domestic corporation or LLC that has dissolved, faces criminal charges, or has failed to appoint or maintain an agent or whose agent cannot be found. Requires the articles of incorporation of an LLC to specify the company's duration, making the duration perpetual if not specified. Provides that restated articles of incorporation supersede any previous articles or amendments. Expands the grounds for dissolution of an LLC or revocation of admission for a foreign LLC to failure to respond to interrogatories or failure to tender adequate payment to the Secretary of State. Creates a process for revoking a foreign LLC's right to admission. Effective July 1, 2013.
Spectrum: Partisan Bill (Democrat 4-0)
Status: (Passed) 2013-08-05 - Public Act . . . . . . . . . 98-0171 [HB1048 Detail]
Download: Illinois-2013-HB1048-Introduced.html
Bill Title: Amends the Business Corporation Act of 1983, the General Not for Profit Corporation Act of 1986, and the Limited Liability Company Act. Requires a limited liability company (LLC) that has converted into a different entity to file a copy of the articles of conversion with the Secretary of State. Allows the Secretary of State to accept service of process for a domestic corporation or LLC that has dissolved, faces criminal charges, or has failed to appoint or maintain an agent or whose agent cannot be found. Requires the articles of incorporation of an LLC to specify the company's duration, making the duration perpetual if not specified. Provides that restated articles of incorporation supersede any previous articles or amendments. Expands the grounds for dissolution of an LLC or revocation of admission for a foreign LLC to failure to respond to interrogatories or failure to tender adequate payment to the Secretary of State. Creates a process for revoking a foreign LLC's right to admission. Effective July 1, 2013.
Spectrum: Partisan Bill (Democrat 4-0)
Status: (Passed) 2013-08-05 - Public Act . . . . . . . . . 98-0171 [HB1048 Detail]
Download: Illinois-2013-HB1048-Introduced.html
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1 | AN ACT concerning business.
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2 | Be it enacted by the People of the State of Illinois,
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3 | represented in the General Assembly:
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4 | Section 5. The Business Corporation Act of 1983 is amended | |||||||||||||||||||||||||||||||||||||||||||
5 | by changing Sections 5.25 and 13.45 as follows:
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6 | (805 ILCS 5/5.25) (from Ch. 32, par. 5.25)
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7 | Sec. 5.25. Service of process on domestic or foreign | |||||||||||||||||||||||||||||||||||||||||||
8 | corporation.
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9 | (a) Any process, notice, or demand required or permitted by | |||||||||||||||||||||||||||||||||||||||||||
10 | law to be served
upon a domestic corporation or a foreign | |||||||||||||||||||||||||||||||||||||||||||
11 | corporation having authority to
transact business in this State | |||||||||||||||||||||||||||||||||||||||||||
12 | may be served either upon
the registered agent appointed by the | |||||||||||||||||||||||||||||||||||||||||||
13 | corporation or upon the Secretary
of State as provided in this | |||||||||||||||||||||||||||||||||||||||||||
14 | Section.
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15 | (b) The Secretary of State shall be irrevocably appointed | |||||||||||||||||||||||||||||||||||||||||||
16 | as an agent
of a domestic corporation or of a foreign | |||||||||||||||||||||||||||||||||||||||||||
17 | corporation having authority upon
whom any process, notice or | |||||||||||||||||||||||||||||||||||||||||||
18 | demand may be served:
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19 | (1) Whenever the corporation shall fail to appoint or | |||||||||||||||||||||||||||||||||||||||||||
20 | maintain a
registered
agent in this State, or
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21 | (2) Whenever the corporation's registered agent cannot | |||||||||||||||||||||||||||||||||||||||||||
22 | with reasonable
diligence be found at the registered office | |||||||||||||||||||||||||||||||||||||||||||
23 | in this State, or
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1 | (3) When a domestic corporation has been dissolved, the | ||||||
2 | conditions of
paragraph (1) or paragraph (2) exist, and a | ||||||
3 | civil action, suit or
proceeding is instituted against or | ||||||
4 | affecting the corporation within the
five years after the | ||||||
5 | issuance of a certificate of dissolution or the filing
of a | ||||||
6 | judgment of dissolution, or
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7 | (4) When a domestic corporation has been dissolved, the | ||||||
8 | conditions of
paragraph (1) or paragraph (2) exist, and a | ||||||
9 | criminal proceeding has been
instituted against or | ||||||
10 | affecting the corporation, or
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11 | (5) When the authority of a foreign
corporation to | ||||||
12 | transact business in this State has been revoked or | ||||||
13 | withdrawn .
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14 | (c) Service under subsection (b) shall be made by:
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15 | (1) Service on the Secretary of State, or on any clerk | ||||||
16 | having charge of
the corporation division of his or her | ||||||
17 | office, of a copy of
the process,
notice or demand, | ||||||
18 | together with any papers required by law to be delivered
in | ||||||
19 | connection with service, and a fee as prescribed by | ||||||
20 | subsection (b) of
Section 15.15 of this Act;
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21 | (2) Transmittal by the person instituting the action, | ||||||
22 | suit or proceeding
of notice of the service on the | ||||||
23 | Secretary of State and a copy of the
process, notice or | ||||||
24 | demand and accompanying papers to the corporation being
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25 | served, by registered or certified mail:
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26 | (i) At the last registered office of the |
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1 | corporation as shown by the
records on file in the | ||||||
2 | office of the Secretary of State; and
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3 | (ii) At such address the use of which the person | ||||||
4 | instituting the action,
suit or proceeding knows or, on | ||||||
5 | the basis of reasonable inquiry, has reason
to believe, | ||||||
6 | is most likely to result in actual notice; and
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7 | (3) Appendage, by the person instituting the action, | ||||||
8 | suit or proceeding,
of an affidavit of compliance with this | ||||||
9 | Section, in substantially such form
as the Secretary of | ||||||
10 | State may by rule or regulation prescribe, to the
process, | ||||||
11 | notice or demand.
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12 | (d) Nothing herein contained shall limit or affect the | ||||||
13 | right to serve
any process, notice, or demand required or | ||||||
14 | permitted by law to be served
upon a corporation in any other | ||||||
15 | manner now or hereafter permitted by law.
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16 | (e) The Secretary of State shall keep a record of all | ||||||
17 | processes, notices,
and demands served upon him or her under | ||||||
18 | this Section, and shall record
therein the time of such service | ||||||
19 | and his or her action with reference
thereto, but shall not be | ||||||
20 | required to retain such information for a
period longer than | ||||||
21 | five years from his or her receipt of the service.
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22 | (Source: P.A. 92-33, eff. 7-1-01.)
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23 | (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
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24 | Sec. 13.45. Withdrawal of foreign corporation. A foreign | ||||||
25 | corporation
authorized to transact business in this State may |
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1 | withdraw from this State
upon filing with the Secretary of | ||||||
2 | State an application for withdrawal. In
order to procure such | ||||||
3 | withdrawal, the foreign corporation shall:
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4 | (a) execute and file in duplicate, in accordance with | ||||||
5 | Section 1.10
of this Act, an application for withdrawal and | ||||||
6 | a final report, which
shall set forth:
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7 | (1) that no proportion of its issued shares is, on | ||||||
8 | the date of
the application, represented by business | ||||||
9 | transacted or property
located in this State;
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10 | (2) that it surrenders its authority to transact | ||||||
11 | business in this
State;
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12 | (3) that it revokes the authority of its registered | ||||||
13 | agent in this
State to accept service of process and | ||||||
14 | consents that service of process in
any suit, action, | ||||||
15 | or proceeding based upon any cause of action arising in
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16 | this State during the time the corporation was licensed | ||||||
17 | to transact business
in this State may thereafter be | ||||||
18 | made on the corporation by service on the Secretary of | ||||||
19 | State;
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20 | (4) a post-office address to which may be mailed a | ||||||
21 | copy of any process
against the corporation that may be | ||||||
22 | served on the Secretary of State;
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23 | (5) the name of the corporation and the state or | ||||||
24 | country under the laws
of which it is organized;
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25 | (6) a statement of the aggregate number of issued | ||||||
26 | shares of the
corporation itemized by classes, and |
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1 | series, if any, within a class, as
of the date of the | ||||||
2 | final report;
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3 | (7) a statement of the amount of paid-in capital of | ||||||
4 | the corporation
as of the date of the final report; and
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5 | (8) such additional information as may be | ||||||
6 | necessary or appropriate in
order to enable the | ||||||
7 | Secretary of State to determine and assess any unpaid
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8 | fees or franchise taxes payable by the foreign | ||||||
9 | corporation as
prescribed in this Act; or
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10 | (b) if it has been dissolved, file a copy of the | ||||||
11 | articles of dissolution
duly authenticated by the proper | ||||||
12 | officer of the state or country under the
laws of which the | ||||||
13 | corporation was organized; or
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14 | (c) if it has been the non-survivor of a statutory | ||||||
15 | merger and the
surviving
entity corporation was a foreign | ||||||
16 | corporation or limited liability company which had not | ||||||
17 | obtained authority to
transact
business in this State, file | ||||||
18 | a copy of the articles of merger duly
authenticated by the
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19 | proper officer of the state or country under the laws of | ||||||
20 | which the corporation or limited liability company
was
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21 | organized ; or .
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22 | (d) if it has been converted into another entity, file | ||||||
23 | a copy of the articles of conversion duly authenticated by | ||||||
24 | the proper officer of the state or country under the laws | ||||||
25 | of which the corporation was organized. | ||||||
26 | The application for withdrawal and the final report shall |
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1 | be made
on forms prescribed and furnished by the Secretary of | ||||||
2 | State.
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3 | When the corporation has complied with
subsection (a) of | ||||||
4 | this Section, the Secretary
of State shall file the application | ||||||
5 | for
withdrawal and mail a copy of the application to the | ||||||
6 | corporation or its
representative. If the provisions of
| ||||||
7 | subsection (b) of this Section have been followed, the
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8 | Secretary of State shall file the copy of the articles of | ||||||
9 | dissolution in his
or her office.
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10 | Upon the filing of the application for withdrawal or copy | ||||||
11 | of the articles of
dissolution, the authority
of the | ||||||
12 | corporation to transact business in this State shall cease.
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13 | (Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59, | ||||||
14 | eff. 7-1-03.)
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15 | Section 10. The General Not For Profit Corporation Act of | ||||||
16 | 1986 is amended by changing Section 105.25 as follows:
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17 | (805 ILCS 105/105.25) (from Ch. 32, par. 105.25)
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18 | Sec. 105.25.
Service of process on domestic or foreign
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19 | corporation.
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20 | (a) Any process, notice, or demand required
or permitted by | ||||||
21 | law to be served upon a domestic corporation
or a foreign | ||||||
22 | corporation having authority
to conduct affairs in this State | ||||||
23 | may be served either upon
the registered agent appointed by the | ||||||
24 | corporation or upon
the Secretary of State as provided in this |
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| |||||||
1 | Section.
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2 | (b) The Secretary of State shall be irrevocably appointed
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3 | as an agent of a domestic corporation or of a foreign
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4 | corporation having authority upon whom any
process, notice or | ||||||
5 | demand may be served:
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6 | (1) Whenever the corporation shall fail to appoint or
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7 | maintain a registered agent in this State; or
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8 | (2) Whenever the corporation's registered agent cannot
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9 | with reasonable diligence be found at the registered office
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10 | in this State; or
| ||||||
11 | (3) When a domestic corporation has been dissolved,
the | ||||||
12 | conditions of paragraph (1) or paragraph (2) exist, and
an | ||||||
13 | action, suit or proceeding is instituted against or
| ||||||
14 | affecting the corporation within the two years after the | ||||||
15 | dissolution or the filing of a
judgment of dissolution; or
| ||||||
16 | (3.5) When a domestic corporation has been dissolved, | ||||||
17 | the conditions of paragraph (1) or (2) exist, and a | ||||||
18 | criminal proceeding has been instituted against or | ||||||
19 | affecting the corporation; or
| ||||||
20 | (4) When the authority of a foreign
corporation to | ||||||
21 | transact business has been revoked or withdrawn .
| ||||||
22 | (c) Service under subsection (b) shall be made by:
| ||||||
23 | (1) Service on the Secretary of State, or on any clerk
| ||||||
24 | having charge of the corporation division at his or her
| ||||||
25 | office, of a copy of the process, notice or demand, | ||||||
26 | together
with any papers required by law to be delivered in
|
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| |||||||
1 | connection with service, and a fee as prescribed by
| ||||||
2 | subsection (b) of Section 115.15 of this Act;
| ||||||
3 | (2) Transmittal by the person instituting the action,
| ||||||
4 | suit or proceeding of notice of the service on the | ||||||
5 | Secretary
of State and a copy of the process, notice or | ||||||
6 | demand and
accompanying papers to the corporation being | ||||||
7 | served, by
registered or certified mail:
| ||||||
8 | (i) At the last registered office of the
| ||||||
9 | corporation as shown by the records on file in the | ||||||
10 | office of
the Secretary of State; or
| ||||||
11 | (ii) At such address the use of which the person
| ||||||
12 | instituting the action, suit or proceeding knows or, on | ||||||
13 | the
basis of reasonable inquiry, has reason to believe | ||||||
14 | is most
likely to result in actual notice; and
| ||||||
15 | (3) Appendage by the person instituting the action,
| ||||||
16 | suit or proceeding of an affidavit of compliance with this
| ||||||
17 | Section in substantially such form as the Secretary of
| ||||||
18 | State may by rule or regulation prescribe, to the process,
| ||||||
19 | notice or demand.
| ||||||
20 | (d) Nothing herein contained shall limit or affect the
| ||||||
21 | right to serve any process, notice, or demand required or
| ||||||
22 | permitted by law to be served upon a corporation in any
other | ||||||
23 | manner now or hereafter permitted by law.
| ||||||
24 | (e) The Secretary of State shall keep a record of all
| ||||||
25 | processes, notices, and demands served upon him or her under
| ||||||
26 | this Section, and shall record therein the time of such
service |
| |||||||
| |||||||
1 | and his or her action with reference thereto but
shall not be | ||||||
2 | required to retain such information for a
period longer than | ||||||
3 | five years from his or her receipt of the
service.
| ||||||
4 | (Source: P.A. 92-33, eff. 7-1-01.)
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5 | Section 15. The Limited Liability Company Act is amended by | ||||||
6 | changing Sections 1-50, 5-5, 5-30, 35-25, 35-30, 45-5, 45-35, | ||||||
7 | 45-40, and 45-50 and by adding Section 45-36 as follows:
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8 | (805 ILCS 180/1-50)
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9 | Sec. 1-50.
Service of process on limited liability
company.
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10 | (a) Any process, notice, or demand required or
permitted by | ||||||
11 | law to be served upon either a limited liability
company or | ||||||
12 | foreign limited liability company shall be served
either upon | ||||||
13 | the registered agent appointed by the limited
liability company | ||||||
14 | or upon the Secretary of State as provided
in this Section.
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15 | (b) The Secretary of State shall be irrevocably
appointed | ||||||
16 | as an agent of a limited liability company upon
whom any | ||||||
17 | process, notice, or demand may be served under any
of the | ||||||
18 | following circumstances:
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19 | (1) Whenever the limited liability company shall
fail | ||||||
20 | to appoint or maintain a registered agent in this
State.
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21 | (2) Whenever the limited liability company's
| ||||||
22 | registered agent cannot with reasonable diligence , by | ||||||
23 | registered or certified
mail, be found at the registered | ||||||
24 | office in this State or
at the principal place of business |
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1 | stated in the
articles of organization.
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2 | (3) When a limited liability company has dissolved, the | ||||||
3 | conditions of paragraph (1) and paragraph (2) exist, and a | ||||||
4 | civil action, suit or proceeding is instituted against or | ||||||
5 | affecting the limited liability company within 5 years | ||||||
6 | after the issuance of a certificate of dissolution or the | ||||||
7 | filing of a judgment of dissolution. | ||||||
8 | (4) When a domestic limited liability company has been | ||||||
9 | dissolved, the conditions of paragraph (1) or paragraph (2) | ||||||
10 | exist, and a criminal proceeding has been instituted | ||||||
11 | against or affecting the limited liability company. | ||||||
12 | (5) When the admission of a foreign limited liability | ||||||
13 | company to transact business in this State has been revoked | ||||||
14 | or withdrawn. | ||||||
15 | (c) Service under subsection (b) shall be made by the | ||||||
16 | person instituting
the action by doing
all of the following:
| ||||||
17 | (1) Serving on the Secretary of State, or on any
| ||||||
18 | employee having responsibility for administering this
Act, | ||||||
19 | a copy of the process,
notice, or demand, together with any | ||||||
20 | papers required by
law to be delivered in connection with | ||||||
21 | service and paying the
fee prescribed by Article 50 of this | ||||||
22 | Act.
| ||||||
23 | (2) Transmitting notice of the service
on
the Secretary | ||||||
24 | of State and a copy of the process,
notice, or demand and | ||||||
25 | accompanying papers to the
limited
liability company being | ||||||
26 | served, by registered or
certified mail:
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1 | (A) at the last registered office of the
limited | ||||||
2 | liability company shown by the records on
file in the | ||||||
3 | Office of the Secretary of State; and
| ||||||
4 | (B) at the address the use of which the
person | ||||||
5 | instituting the action, suit, or proceeding
knows or, | ||||||
6 | on the basis of reasonable inquiry, has
reason to | ||||||
7 | believe, is most likely to result in
actual notice.
| ||||||
8 | (3) Attaching an affidavit of
compliance with this | ||||||
9 | Section, in substantially the form
that the Secretary of | ||||||
10 | State may by rule or regulation
prescribe, to the process, | ||||||
11 | notice, or demand.
| ||||||
12 | (d) Nothing herein contained shall limit or affect the
| ||||||
13 | right to serve any process, notice, or demand required or
| ||||||
14 | permitted by law to be served upon a limited liability
company | ||||||
15 | in any other manner now or hereafter permitted by
law.
| ||||||
16 | (e) The Secretary of State shall keep, for a period of
5 | ||||||
17 | years from the date of service, a record of all processes,
| ||||||
18 | notices, and demands served upon him or her under this
Section | ||||||
19 | and shall record therein the time of the service and
such | ||||||
20 | person's action with reference thereto.
| ||||||
21 | (Source: P.A. 87-1062.)
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22 | (805 ILCS 180/5-5)
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23 | Sec. 5-5. Articles of organization.
| ||||||
24 | (a) The articles of organization shall set forth all of
the | ||||||
25 | following:
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1 | (1) The name of the limited liability company and
the | ||||||
2 | address of its principal place of business which
may, but | ||||||
3 | need not be a place of business in this State.
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4 | (2) The purposes for which the limited liability
| ||||||
5 | company is organized, which may be stated to be, or to
| ||||||
6 | include, the transaction of any or all lawful businesses
| ||||||
7 | for which limited liability companies may be organized
| ||||||
8 | under this Act.
| ||||||
9 | (3) The name of its registered agent and the
address of | ||||||
10 | its registered office.
| ||||||
11 | (4) If the limited liability company is to be
managed | ||||||
12 | by a manager or managers, the names and
business
addresses | ||||||
13 | of the initial manager or managers.
| ||||||
14 | (5) If management of the limited liability company
is | ||||||
15 | to be vested in the members
under Section 15-1, then the | ||||||
16 | names and addresses of the
initial member or members.
| ||||||
17 | (5.5) The duration of the limited liability company, | ||||||
18 | which shall be perpetual unless otherwise stated.
| ||||||
19 | (6) (Blank). The latest date, if any, upon which the | ||||||
20 | limited
liability company is to dissolve and other events
| ||||||
21 | of dissolution, if any, that may be agreed upon by the
| ||||||
22 | members under Section 35-1 hereof.
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23 | (7) The name and address of each organizer.
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24 | (8) Any other provision, not inconsistent with
law, | ||||||
25 | that the members elect to set out in the articles
of | ||||||
26 | organization for the regulation of the internal
affairs of |
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| |||||||
1 | the limited liability company, including any
provisions | ||||||
2 | that, under this Act, are required or
permitted to be set | ||||||
3 | out in the operating agreement of
the limited liability | ||||||
4 | company.
| ||||||
5 | (b) A limited liability company is organized at the
time | ||||||
6 | articles of organization are filed by the Secretary of
State or | ||||||
7 | at any later time, not more than 60 days after the
filing of | ||||||
8 | the articles of organization, specified in the
articles of | ||||||
9 | organization.
| ||||||
10 | (c) Articles of organization for the organization of a | ||||||
11 | limited liability
company for the purpose of accepting and | ||||||
12 | executing trusts shall not be filed by
the Secretary of State | ||||||
13 | until there is delivered to him or her a statement
executed by | ||||||
14 | the Commissioner of the Office of Banks and Real Estate that | ||||||
15 | the
organizers of the limited liability company have made | ||||||
16 | arrangements
with the
Commissioner of the Office of Banks and | ||||||
17 | Real Estate to comply with the
Corporate Fiduciary Act.
| ||||||
18 | (d) Articles of organization for the organization of a | ||||||
19 | limited liability
company as a bank or a savings bank must be | ||||||
20 | filed with the Commissioner of
Banks and Real Estate or,
if the | ||||||
21 | bank or savings bank will be organized under federal law, with | ||||||
22 | the
appropriate federal banking regulator.
| ||||||
23 | (Source: P.A. 93-561, eff. 1-1-04.)
| ||||||
24 | (805 ILCS 180/5-30)
| ||||||
25 | Sec. 5-30. Restated articles of organization. A limited |
| |||||||
| |||||||
1 | liability company, whenever desired, may
integrate into a | ||||||
2 | single instrument all of the provisions of
its articles of | ||||||
3 | organization which are then in effect and
operative as a result | ||||||
4 | of there having previously been filed
with the Secretary of | ||||||
5 | State one or more instruments under
this Act.
The restated | ||||||
6 | articles of organization shall be
specifically designated as | ||||||
7 | such in the heading. They shall
state, either in their heading | ||||||
8 | or in an introductory
paragraph, (i) the company's present name | ||||||
9 | if the name has been
changed, (ii) the name under which | ||||||
10 | documents were originally filed, and
(iii) the date of filing | ||||||
11 | of the original articles of organization
by the Secretary of | ||||||
12 | State. Restated articles of organization
shall also state that | ||||||
13 | they were duly executed and filed in
accordance with the | ||||||
14 | provisions of this Section. Restated articles of organization | ||||||
15 | shall supersede the original articles of organization and all | ||||||
16 | amendments thereto prior to the effective date of filing the | ||||||
17 | restated articles of organization.
| ||||||
18 | (Source: P.A. 87-1062.)
| ||||||
19 | (805 ILCS 180/35-25)
| ||||||
20 | Sec. 35-25. Grounds for of administrative dissolution. The | ||||||
21 | Secretary of State may dissolve any limited liability
company | ||||||
22 | administratively if any of the following occur :
| ||||||
23 | (1) it has failed to file its annual report and pay its
fee | ||||||
24 | as required by this Act before the first day of the
anniversary | ||||||
25 | month or has failed to pay any fees, penalties, or charges |
| |||||||
| |||||||
1 | required by this Act , within 180 days of the anniversary day ;
| ||||||
2 | (2) it has failed to file in the Office of the
Secretary of | ||||||
3 | State any report after the expiration of the period prescribed | ||||||
4 | in this Act for filing the report; within 180 days of the date | ||||||
5 | for
filing the report; or
| ||||||
6 | (2.5) it has misrepresented any material matter in any | ||||||
7 | application, report, affidavit, or other document submitted by | ||||||
8 | the limited liability company under this Act; | ||||||
9 | (3) it has failed to appoint and maintain a registered
| ||||||
10 | agent in Illinois within 60 days after a registered agent's | ||||||
11 | notice of
resignation under Section 1-35 ; .
| ||||||
12 | (4) a manager or member to whom interrogatories have been | ||||||
13 | propounded by the Secretary of State as provided in Section | ||||||
14 | 5-60 of this Act fails to answer the interrogatories fully and | ||||||
15 | to timely file the answer in the office of the Secretary of | ||||||
16 | State; or | ||||||
17 | (5) it has tendered payment to the Secretary of State which | ||||||
18 | is returned due to insufficient funds, a closed account, or for | ||||||
19 | any other reason, and acceptable payment has not been | ||||||
20 | subsequently tendered. | ||||||
21 | (Source: P.A. 91-354, eff. 1-1-00.)
| ||||||
22 | (805 ILCS 180/35-30)
| ||||||
23 | Sec. 35-30. Procedure for administrative dissolution.
| ||||||
24 | (a) After the Secretary of State determines that one or | ||||||
25 | more grounds exist
under Section 35-25 for the administrative |
| |||||||
| |||||||
1 | dissolution of a limited liability
company, the Secretary of | ||||||
2 | State shall send a notice of delinquency by regular
mail to | ||||||
3 | each delinquent limited liability company at its registered | ||||||
4 | office or,
if the limited liability company has failed to | ||||||
5 | maintain a registered office,
then to the last known address | ||||||
6 | shown on the records of the Secretary of State
for the | ||||||
7 | principal place of business of the limited liability company | ||||||
8 | office at which records of the limited liability company are | ||||||
9 | maintained
in accordance with Section 1-40 of this Act .
| ||||||
10 | (b) If the limited liability company does not correct
the | ||||||
11 | default described in paragraphs (1) or (2) of Section 35-25 | ||||||
12 | within 120 days following the date of the notice
of | ||||||
13 | delinquency, the Secretary of State shall thereupon
dissolve | ||||||
14 | the limited liability company by issuing a certificate notice | ||||||
15 | of dissolution that
recites the grounds for dissolution and its | ||||||
16 | effective date. If the limited liability company does not | ||||||
17 | correct the default described in paragraphs (2.5), (3), (4), or | ||||||
18 | (5) of Section 35-25 within 60 days following the notice, the | ||||||
19 | Secretary of State shall dissolve the limited liability company | ||||||
20 | by issuing a certificate of dissolution that recites the | ||||||
21 | grounds for dissolution and its effective date. The Secretary | ||||||
22 | of
State shall file the original of the certificate notice in | ||||||
23 | his or her office and mail one
copy to the limited liability | ||||||
24 | company at its registered office or, if the
limited liability | ||||||
25 | company has failed to maintain a registered office, then to
the | ||||||
26 | last known address shown on the records of the Secretary of |
| |||||||
| |||||||
1 | State for the
principal place of business of the limited | ||||||
2 | liability company office at which records of the limited | ||||||
3 | liability company are maintained in
accordance with Section | ||||||
4 | 1-40 of this Act .
| ||||||
5 | (c) Upon the administrative dissolution of a limited | ||||||
6 | liability company, a
dissolved limited liability company shall | ||||||
7 | continue for only the purpose of
winding up its business. A | ||||||
8 | dissolved
limited liability company may take all action | ||||||
9 | authorized
under Section 1-30 or necessary to wind up its
| ||||||
10 | business and affairs and terminate.
| ||||||
11 | (Source: P.A. 93-59, eff. 7-1-03.)
| ||||||
12 | (805 ILCS 180/45-5)
| ||||||
13 | Sec. 45-5. Admission to transact business.
| ||||||
14 | (a) Except as provided in Article V of the Illinois | ||||||
15 | Insurance Code,
before transacting business in this State, a
| ||||||
16 | foreign limited liability company shall be admitted to do so
by | ||||||
17 | the Secretary of State. In order to be admitted, a
foreign | ||||||
18 | limited liability company shall submit to the Office
of the | ||||||
19 | Secretary of State an application for admission to
transact | ||||||
20 | business as a foreign limited liability company
setting forth | ||||||
21 | all of the following:
| ||||||
22 | (1) The name of the foreign limited liability
company | ||||||
23 | and, if different, the name under which it
proposes to | ||||||
24 | transact business in this State.
| ||||||
25 | (2) The jurisdiction, date of its formation, and
period |
| |||||||
| |||||||
1 | of duration.
| ||||||
2 | (3) A certificate stating that the company is in
| ||||||
3 | existence under the laws of the jurisdiction wherein it
is | ||||||
4 | organized executed by the Secretary of State of that
| ||||||
5 | jurisdiction or by some other official that may have
| ||||||
6 | custody of the records pertaining to limited liability
| ||||||
7 | companies (or affidavit from an appropriate official of
the | ||||||
8 | jurisdiction that good standing certificates are not
| ||||||
9 | issued or other evidence of existence which the Secretary | ||||||
10 | of State shall
deem appropriate).
| ||||||
11 | (4) The name and business address of the proposed
| ||||||
12 | registered agent in this State, which registered agent
| ||||||
13 | shall be an individual resident of this State, a
domestic | ||||||
14 | corporation, or a foreign corporation having a
place of | ||||||
15 | business in, and authorized to do business in,
this State; | ||||||
16 | if the registered agent is a corporation,
the corporation | ||||||
17 | must be authorized by its articles of
incorporation to act | ||||||
18 | as a registered agent.
| ||||||
19 | (5) The address , including street and number, rural | ||||||
20 | route number or 911 address, where applicable, of its | ||||||
21 | principal place of business of the office required to be
| ||||||
22 | maintained in the jurisdiction of its organization by
the | ||||||
23 | laws of that jurisdiction or, if not so required, of
the | ||||||
24 | principal place of business of the foreign limited
| ||||||
25 | liability company .
| ||||||
26 | (6) The purpose or purposes for which it was organized |
| |||||||
| |||||||
1 | and the purpose
or purposes which it proposes to conduct in | ||||||
2 | the transaction of business in this
State.
| ||||||
3 | (7) A statement whether the limited liability company | ||||||
4 | is managed by a
manager or managers or whether management | ||||||
5 | of the limited liability company is
vested in the members.
| ||||||
6 | (8) A statement that the Secretary of State is
| ||||||
7 | appointed the agent of the foreign limited liability
| ||||||
8 | company for service of process under the
circumstances
set | ||||||
9 | forth in subsection (b) of Section 1-50.
| ||||||
10 | (9) All additional information that may be necessary
or | ||||||
11 | appropriate in order to enable the Secretary of State
to | ||||||
12 | determine whether the limited liability company is
| ||||||
13 | entitled to transact business in this State.
| ||||||
14 | (b) No foreign limited liability company shall transact
in | ||||||
15 | this State any business that a limited liability company
formed | ||||||
16 | under the laws of this State is not permitted to
transact. A | ||||||
17 | foreign limited liability company
admitted to transact | ||||||
18 | business in this State shall, until
admission is revoked as | ||||||
19 | provided in this Act,
enjoy the same, but no greater, rights | ||||||
20 | and privileges as a
limited liability company formed under the | ||||||
21 | laws of this
State.
| ||||||
22 | (c) The acceptance and filing by the Office of the
| ||||||
23 | Secretary of State of a foreign limited liability company's
| ||||||
24 | application shall admit the foreign limited liability company
| ||||||
25 | to transact business in the State.
| ||||||
26 | (Source: P.A. 90-424, eff. 1-1-98; 91-593, eff. 8-14-99.)
|
| |||||||
| |||||||
1 | (805 ILCS 180/45-35)
| ||||||
2 | Sec. 45-35. Grounds for revocation Revocation of | ||||||
3 | admission. | ||||||
4 | (a) The admission of a foreign limited liability
company to | ||||||
5 | transact business in this State may be revoked by
the Secretary | ||||||
6 | of State if upon the occurrence of any of the
following events :
| ||||||
7 |
(1) The foreign limited company has failed to:
| ||||||
8 | (A) file its limited liability company annual
| ||||||
9 | report and pay its fee as required by this Act before | ||||||
10 | the first day of the anniversary month within the time | ||||||
11 | required by Section 50-1 or
has failed to pay any fees | ||||||
12 | or penalties prescribed
by this Act Article ;
| ||||||
13 | (B) appoint and maintain a registered agent
in | ||||||
14 | Illinois within 60 days after a registered agent's
| ||||||
15 | notice of resignation under Section 1-35;
| ||||||
16 | (C) (blank); file a report upon any change in the | ||||||
17 | name
or business address of the registered agent;
| ||||||
18 | (D) file in the Office of the Secretary of
State | ||||||
19 | any amendment to its application for
admission as | ||||||
20 | specified in Section 45-25 or any report after the | ||||||
21 | expiration of the period prescribed in this Act for | ||||||
22 | filing the report ; or
| ||||||
23 | (E) renew its assumed name, or to apply to change | ||||||
24 | its assumed name
under this Act, when the limited | ||||||
25 | liability company may
only
transact business within |
| |||||||
| |||||||
1 | this State under its assumed name in accordance with | ||||||
2 | the provisions of Section 45-15 of this Act .
| ||||||
3 |
(2) A misrepresentation has been made of any
material | ||||||
4 | matter in any application, report, affidavit,
or other | ||||||
5 | document submitted by the foreign limited
liability | ||||||
6 | company under this Act Article .
| ||||||
7 | (2.5) A manager or member to whom interrogatories have | ||||||
8 | been propounded by the Secretary of State as provided in | ||||||
9 | Section 5-60 this Act fails to answer the interrogatories | ||||||
10 | fully and to timely file the answer in the office of the | ||||||
11 | Secretary of State. | ||||||
12 | (3) The Receipt by the Secretary of State receives of a | ||||||
13 | certified copy of a memorandum of judgment relating to a | ||||||
14 | judgment entered for money owed to a unit of local | ||||||
15 | government or school district, together with a statement | ||||||
16 | filed by its attorney that the judgment has not been | ||||||
17 | satisfied and that no appeal has been filed. | ||||||
18 | (4) It has tendered payment to the Secretary of State | ||||||
19 | which is returned due to insufficient funds, a closed | ||||||
20 | account, or for any other reason, and acceptable payment | ||||||
21 | has not been subsequently tendered. | ||||||
22 | (b) (Blank). The admission of a foreign limited liability
| ||||||
23 | company shall not be revoked by the Secretary of State unless
| ||||||
24 | all of the following occur:
| ||||||
25 | (1) The Secretary of State has given the foreign
| ||||||
26 | limited liability company not less than 60 days' notice
|
| |||||||
| |||||||
1 | thereof by mail addressed to its registered office in
this | ||||||
2 | State or, if the foreign limited liability company
fails to | ||||||
3 | appoint and maintain a registered agent in this
State, | ||||||
4 | addressed to the office required to be maintained
under | ||||||
5 | paragraph (5) of subsection (a) of Section 45-5.
| ||||||
6 | (2) During that 60 day period, the foreign limited
| ||||||
7 | liability company has failed to file the limited
liability | ||||||
8 | company report, to pay fees or penalties, to
file a report | ||||||
9 | of change regarding the registered agent,
to file any | ||||||
10 | amendment, to correct any
misrepresentation.
| ||||||
11 | (c) (Blank). Upon the expiration of 120 days after the | ||||||
12 | mailing of
the notice, the admission of the foreign limited | ||||||
13 | liability
company to transact business in this State shall | ||||||
14 | cease.
| ||||||
15 | (Source: P.A. 95-515, eff. 8-28-07.)
| ||||||
16 | (805 ILCS 180/45-36 new) | ||||||
17 | Sec. 45-36. Procedure for revocation of admission. | ||||||
18 | (a) After the Secretary of State determines that one or | ||||||
19 | more grounds exist under Section 45-35 for the revocation of | ||||||
20 | admission of a foreign limited liability company, the Secretary | ||||||
21 | of State shall send a notice of delinquency by regular mail to | ||||||
22 | each delinquent limited liability company at its registered | ||||||
23 | office or, if the limited liability company has failed to | ||||||
24 | maintain a registered office, then to the last known address | ||||||
25 | shown on the records of the Secretary of State for the |
| |||||||
| |||||||
1 | principal place of business. | ||||||
2 | (b) If the limited liability company does not correct the | ||||||
3 | default described in item (A) or (D) of paragraph (1) of | ||||||
4 | subsection (a) of Section 45-35 within 120 days following the | ||||||
5 | date of the notice of delinquency, the Secretary of State shall | ||||||
6 | revoke the admission of the limited liability company by | ||||||
7 | issuing a certificate of revocation that recites the grounds | ||||||
8 | for revocation and its effective date. If the limited liability | ||||||
9 | company does not correct the default described in item (B) or | ||||||
10 | (E) of paragraph (1) or paragraph (2), (2.5), (3), or (4) of | ||||||
11 | subsection (a) of Section 45-35 within 60 days following the | ||||||
12 | notice, the Secretary of State shall revoke the admission of | ||||||
13 | the limited liability company by issuing a certificate of | ||||||
14 | revocation that recites the grounds for revocation and its | ||||||
15 | effective date. The Secretary of State shall file the original | ||||||
16 | of the certificate in his or her office and mail one copy to | ||||||
17 | the limited liability company at its registered office or, if | ||||||
18 | the limited liability company has failed to maintain a | ||||||
19 | registered office, then to the last known address shown on the | ||||||
20 | records of the Secretary of State for the principal place of | ||||||
21 | business. | ||||||
22 | (c) Upon the issuance of a certificate of revocation, the | ||||||
23 | admission of the limited liability company to transact business | ||||||
24 | in this State shall cease and the revoked company shall not | ||||||
25 | thereafter carry on any business in this State.
|
| |||||||
| |||||||
1 | (805 ILCS 180/45-40)
| ||||||
2 | Sec. 45-40. Withdrawal.
| ||||||
3 | (a) A foreign limited liability company admitted to
| ||||||
4 | transact business in this State may withdraw from this State
| ||||||
5 | upon filing with the Secretary of State an application for
| ||||||
6 | withdrawal. In order to withdraw, the foreign limited
liability | ||||||
7 | company shall deliver to the Secretary of State an
application | ||||||
8 | for withdrawal, which shall set forth all of the
following:
| ||||||
9 | (1) The name of the limited liability company and
the | ||||||
10 | State or country under the laws of which it is
organized.
| ||||||
11 | (2) That the limited liability company is not
| ||||||
12 | transacting business in this State.
| ||||||
13 | (3) That the limited liability company surrenders
its | ||||||
14 | admission to transact business in this State.
| ||||||
15 | (4) That the limited liability company revokes the
| ||||||
16 | authority of its registered agent in this State to
accept | ||||||
17 | service of process and consents that service of
process in | ||||||
18 | any action, suit, or proceeding based upon
any cause of | ||||||
19 | action arising in this State during the
time the limited | ||||||
20 | liability company was admitted to
transact business in this | ||||||
21 | State may thereafter be made
on the limited liability | ||||||
22 | company by service thereof upon
the Secretary of State.
| ||||||
23 | (5) A post office address to which may be mailed street | ||||||
24 | address to which a person may mail a
copy of any process | ||||||
25 | against the limited liability
company that may be served on | ||||||
26 | the Secretary of State .
|
| |||||||
| |||||||
1 | (6) All additional information that is necessary or
| ||||||
2 | appropriate in order to enable the Secretary of State to
| ||||||
3 | determine and assess any unpaid fees payable by the
limited | ||||||
4 | liability company as prescribed in this Article.
| ||||||
5 | (b) The application for withdrawal shall be in the form
and | ||||||
6 | manner designated by the Secretary of State and shall be
| ||||||
7 | executed by the limited liability company by one of its
| ||||||
8 | managers or, if none, any member or members that may be
| ||||||
9 | designated by the members pursuant to limited liability
company | ||||||
10 | action properly taken under applicable local law or,
if the | ||||||
11 | limited liability company is in the hands of a
receiver or | ||||||
12 | trustee, by the receiver or trustee on behalf of
the limited | ||||||
13 | liability company. This report shall be
accompanied by a | ||||||
14 | written declaration that it is made under
the penalties of | ||||||
15 | perjury.
| ||||||
16 | (Source: P.A. 87-1062.)
| ||||||
17 | (805 ILCS 180/45-50)
| ||||||
18 | Sec. 45-50. Action to restrain from transaction of
| ||||||
19 | business. | ||||||
20 | (a) The Attorney General may bring an action to
restrain a | ||||||
21 | foreign limited liability company from transacting
business in | ||||||
22 | this State in violation of this Article. | ||||||
23 | (b) If the authority of a foreign limited liability company | ||||||
24 | to do business in Illinois ceases because of failure to pay a | ||||||
25 | judgment reported to the Secretary of State under subdivision |
| |||||||
| |||||||
1 | (a)(3) of Section 45-35, then the Attorney General shall bring | ||||||
2 | an action to restrain a foreign limited liability company from | ||||||
3 | transacting business in this State.
| ||||||
4 | (Source: P.A. 95-515, eff. 8-28-07.)
| ||||||
5 | Section 99. Effective date. This Act takes effect July 1, | ||||||
6 | 2013.
|