Bill Text: IL HB2713 | 2017-2018 | 100th General Assembly | Enrolled


Bill Title: Amends the Uniform Partnership Act (1997). Establishes fees for certain expedited services and provides that the fees collected for those services shall be deposited into the Division of Corporations Registered Limited Liability Partnership Fund (the Fund) to the credit of an account within the Fund. Specifies uses for the moneys in the account. Provides that the balance in the Fund at the end of any fiscal year shall not exceed $600,000 and any amount in excess of $600,000 shall be transferred to the General Revenue Fund, and deletes existing language regarding transfers from the Fund to the General Revenue Fund. Amends the Business Corporation Act of 1983. Prohibits a limited liability company from using the name of a domestic corporation that has been administratively dissolved until 3 years have elapsed following the date of issuance of the certificate of dissolution. In a provision requiring corporations to submit an annual report to the Secretary of State concerning the aggregate number of shares the corporation has authority to issue, provides that, in the case of a corporation which has established an extended filing month, the information shall be given in a specified manner. Repeals a Section of the Limited Liability Company Act providing that a limited liability company that provides or intends to provide professional services requiring individuals engaged in the profession to be licensed by the Department of Financial and Professional Regulation shall not open, operate, or maintain an establishment for a purpose for which a limited liability company may be organized under the Act without obtaining a certificate of registration under the Professional Limited Liability Company Act. Effective July 1, 2017, except certain provisions take effect immediately.

Spectrum: Slight Partisan Bill (Democrat 3-1)

Status: (Enrolled) 2017-07-24 - Sent to the Governor [HB2713 Detail]

Download: Illinois-2017-HB2713-Enrolled.html



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1 AN ACT concerning business.
2 Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
4 Section 10. The Uniform Partnership Act (1997) is amended
5by changing Section 108 and by adding Section 1209 as follows:
6 (805 ILCS 206/108)
7 Sec. 108. Fees.
8 (a) The Secretary of State shall charge and collect in
9accordance with the provisions of this Act and rules
10promulgated under its authority:
11 (1) fees for filing documents;
12 (2) miscellaneous charges; and
13 (3) fees for the sale of lists of filings and for
14 copies of any documents.
15 (b) The Secretary of State shall charge and collect:
16 (1) for furnishing a copy or certified copy of any
17 document, instrument, or paper relating to a registered
18 limited liability partnership, $25;
19 (2) for the transfer of information by computer process
20 media to any purchaser, fees established by rule;
21 (3) for filing a statement of partnership authority,
22 $25;
23 (4) for filing a statement of denial, $25;

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1 (5) for filing a statement of dissociation, $25;
2 (6) for filing a statement of dissolution, $100;
3 (7) for filing a statement of merger, $100;
4 (8) for filing a statement of qualification for a
5 limited liability partnership organized under the laws of
6 this State, $100 for each partner, but in no event shall
7 the fee be less than $200 or exceed $5,000;
8 (9) for filing a statement of foreign qualification,
9 $500;
10 (10) for filing a renewal statement for a limited
11 liability partnership organized under the laws of this
12 State, $100 for each partner, but in no event shall the fee
13 be less than $200 or exceed $5,000;
14 (11) for filing a renewal statement for a foreign
15 limited liability partnership, $300;
16 (12) for filing an amendment or cancellation of a
17 statement, $25;
18 (13) for filing a statement of withdrawal, $100;
19 (14) for the purposes of changing the registered agent
20 name or registered office, or both, $25;
21 (15) for filing an application for reinstatement,
22 $200;
23 (16) for filing any other document, $25.
24 (c) All fees collected pursuant to this Act shall be
25deposited into the Division of Corporations Registered Limited
26Liability Partnership Fund.

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1 (d) There is hereby continued in the State treasury a
2special fund to be known as the Division of Corporations
3Registered Limited Liability Partnership Fund. Moneys
4deposited into the Fund shall, subject to appropriation, be
5used by the Business Services Division of the Office of the
6Secretary of State to administer the responsibilities of the
7Secretary of State under this Act. On or before August 31 of
8each year, the balance in the Fund in excess of $600,000
9$200,000 shall be transferred to the General Revenue Fund.
10(Source: P.A. 99-620, eff. 1-1-17; 99-933, eff. 1-27-17;
11revised 2-2-17.)
12 (805 ILCS 206/1209 new)
13 Sec. 1209. Expedited services; fees.
14 (a) As used in this Section:
15 "Department" means the Department of Business Services of
16the Office of the Secretary of State.
17 "Expedited services" means services rendered within the
18same day or within 24 hours after the time the request therefor
19is submitted by the filer, law firm, service company, or
20messenger physically, in person, or at the Secretary of State's
21discretion, by electronic means to the Department's
22Springfield office or Chicago office and includes requests for
23certified copies, photocopies, and certificates of existence
24or abstracts of computer record made to the Department's
25Springfield office in person, by mail, or by fax or requests

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1for certificates of existence or abstracts of computer record
2made in person to the Department's Chicago office.
3 (b) The Secretary of State shall charge and collect the
4following fees for expedited services:
5 (1) Statement of Qualification or Foreign
6 Qualification, $100.
7 (2) Application for Reinstatement, $100.
8 (3) Statement of Merger, $200.
9 (4) Certificate of existence or computer abstract,
10 $20.
11 (5) All other filings and copies of documents, $50.
12 (c) All fees collected by and payable to the Secretary of
13State under this Section shall be deposited into the Division
14of Corporations Registered Limited Liability Partnership Fund
15to the credit of an account within the Fund. Subject to
16appropriation, moneys in the account shall be used by the
17Department to create and maintain the capability to perform
18expedited services in response to special requests made by the
19public for same-day or 24-hour service and shall also be used
20for purposes including, but not limited to, expenditures for
21personal services, retirement, Social Security, contractual
22services, equipment, electronic data processing, and
23telecommunications. No other fees or charges collected under
24this Act shall be credited to the account established under
25this subsection (c)

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1 Section 15. The Business Corporation Act of 1983 is amended
2by changing Sections 12.43 and 14.05 as follows:
3 (805 ILCS 5/12.43)
4 Sec. 12.43. Administrative dissolution; corporate name.
5The Secretary of State shall not allow another corporation or
6limited liability company to use the name of a domestic
7corporation that has been administratively dissolved until 3
8years have elapsed following the date of issuance of the
9certificate of dissolution. If the domestic corporation that
10has been administratively dissolved is reinstated within 3
11years after the date of issuance of the certificate of
12dissolution, the domestic corporation shall continue under its
13previous name without impacting its continuous legal status,
14unless the corporation petitions to change its name upon
15reinstatement.
16(Source: P.A. 95-507, eff. 8-28-07.)
17 (805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
18 Sec. 14.05. Annual report of domestic or foreign
19corporation. Each domestic corporation organized under any
20general law or special act of this State authorizing the
21corporation to issue shares, other than homestead
22associations, building and loan associations, banks and
23insurance companies (which includes a syndicate or limited
24syndicate regulated under Article V 1/2 of the Illinois

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1Insurance Code or member of a group of underwriters regulated
2under Article V of that Code), and each foreign corporation
3(except members of a group of underwriters regulated under
4Article V of the Illinois Insurance Code) authorized to
5transact business in this State, shall file, within the time
6prescribed by this Act, an annual report setting forth:
7 (a) The name of the corporation.
8 (b) The address, including street and number, or rural
9 route number, of its registered office in this State, and
10 the name of its registered agent at that address.
11 (c) The address, including street and number, or rural
12 route number, of its principal office.
13 (d) The names and respective addresses, including
14 street and number, or rural route number, of its directors
15 and officers.
16 (e) A statement of the aggregate number of shares which
17 the corporation has authority to issue, itemized by classes
18 and series, if any, within a class.
19 (f) A statement of the aggregate number of issued
20 shares, itemized by classes, and series, if any, within a
21 class.
22 (g) A statement, expressed in dollars, of the amount of
23 paid-in capital of the corporation as defined in this Act.
24 (h) Either a statement that (1) all the property of the
25 corporation is located in this State and all of its
26 business is transacted at or from places of business in

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1 this State, or the corporation elects to pay the annual
2 franchise tax on the basis of its entire paid-in capital,
3 or (2) a statement, expressed in dollars, of the value of
4 all the property owned by the corporation, wherever
5 located, and the value of the property located within this
6 State, and a statement, expressed in dollars, of the gross
7 amount of business transacted by the corporation and the
8 gross amount thereof transacted by the corporation at or
9 from places of business in this State as of the close of
10 its fiscal year on or immediately preceding the last day of
11 the third month prior to the anniversary month or in the
12 case of a corporation which has established an extended
13 filing month, as of the close of its fiscal year on or
14 immediately preceding the last day of the third month prior
15 to the extended filing month; however, in the case of a
16 domestic corporation that has not completed its first
17 fiscal year, the statement with respect to property owned
18 shall be as of the last day of the third month preceding
19 the anniversary month and the statement with respect to
20 business transacted shall be furnished for the period
21 between the date of incorporation and the last day of the
22 third month preceding the anniversary month. In the case of
23 a foreign corporation that has not been authorized to
24 transact business in this State for a period of 12 months
25 and has not commenced transacting business prior to
26 obtaining authority, the statement with respect to

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1 property owned shall be as of the last day of the third
2 month preceding the anniversary month and the statement
3 with respect to business transacted shall be furnished for
4 the period between the date of its authorization to
5 transact business in this State and the last day of the
6 third month preceding the anniversary month. If the data
7 referenced in item (2) of this subsection is not completed,
8 the franchise tax provided for in this Act shall be
9 computed on the basis of the entire paid-in capital.
10 (i) A statement, including the basis therefor, of
11 status as a "minority owned business" or as a "female owned
12 business" as those terms are defined in the Business
13 Enterprise for Minorities, Females, and Persons with
14 Disabilities Act.
15 (j) Additional information as may be necessary or
16 appropriate in order to enable the Secretary of State to
17 administer this Act and to verify the proper amount of fees
18 and franchise taxes payable by the corporation.
19 The annual report shall be made on forms prescribed and
20furnished by the Secretary of State, and the information
21therein required by paragraphs (a) through (d), both inclusive,
22of this Section, shall be given as of the date of the execution
23of the annual report and the information therein required by
24paragraphs (e), (f) and (g) of this Section shall be given as
25of the last day of the third month preceding the anniversary
26month, except that the information required by paragraphs (e),

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1(f) and (g) shall, in the case of a corporation which has
2established an extended filing month, be given in its final
3transition annual report and each subsequent annual report as
4of the close of its fiscal year on or immediately preceding the
5last day of the third month prior to its extended filing month.
6It shall be executed by the corporation by its president, a
7vice-president, secretary, assistant secretary, treasurer or
8other officer duly authorized by the board of directors of the
9corporation to execute those reports, and verified by him or
10her, or, if the corporation is in the hands of a receiver or
11trustee, it shall be executed on behalf of the corporation and
12verified by the receiver or trustee.
13(Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59,
147-1-03.)
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