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

NOTE: There are more recent revisions of this legislation. Read Latest Draft

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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 2-1)

Status: (Passed) 2018-05-17 - Remove Chief Co-Sponsor Rep. Dave Severin [HB2713 Detail]

Download: Illinois-2017-HB2713-Engrossed.html

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AN ACT concerning business.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
(805 ILCS 180/1-28 rep.)
Section 5. The Limited Liability Company Act is amended by
repealing Section 1-28.
Section 10. The Uniform Partnership Act (1997) is amended
by changing Section 108 and by adding Section 1209 as follows:
(805 ILCS 206/108)
Sec. 108. Fees.
(a) The Secretary of State shall charge and collect in
accordance with the provisions of this Act and rules
promulgated under its authority:
(1) fees for filing documents;
(2) miscellaneous charges; and
(3) fees for the sale of lists of filings and for
copies of any documents.
(b) The Secretary of State shall charge and collect:
(1) for furnishing a copy or certified copy of any
document, instrument, or paper relating to a registered
limited liability partnership, $25;
(2) for the transfer of information by computer process

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media to any purchaser, fees established by rule;
(3) for filing a statement of partnership authority,
$25;
(4) for filing a statement of denial, $25;
(5) for filing a statement of dissociation, $25;
(6) for filing a statement of dissolution, $100;
(7) for filing a statement of merger, $100;
(8) for filing a statement of qualification for a
limited liability partnership organized under the laws of
this State, $100 for each partner, but in no event shall
the fee be less than $200 or exceed $5,000;
(9) for filing a statement of foreign qualification,
$500;
(10) for filing a renewal statement for a limited
liability partnership organized under the laws of this
State, $100 for each partner, but in no event shall the fee
be less than $200 or exceed $5,000;
(11) for filing a renewal statement for a foreign
limited liability partnership, $300;
(12) for filing an amendment or cancellation of a
statement, $25;
(13) for filing a statement of withdrawal, $100;
(14) for the purposes of changing the registered agent
name or registered office, or both, $25;
(15) for filing an application for reinstatement,
$200;

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(16) for filing any other document, $25.
(c) All fees collected pursuant to this Act shall be
deposited into the Division of Corporations Registered Limited
Liability Partnership Fund.
(d) There is hereby continued in the State treasury a
special fund to be known as the Division of Corporations
Registered Limited Liability Partnership Fund. Moneys
deposited into the Fund shall, subject to appropriation, be
used by the Business Services Division of the Office of the
Secretary of State to administer the responsibilities of the
Secretary of State under this Act. 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 On or before August 31 of each
year, the balance in the Fund in excess of $200,000 shall be
transferred to the General Revenue Fund.
(Source: P.A. 99-620, eff. 1-1-17; 99-933, eff. 1-27-17;
revised 2-2-17.)
(805 ILCS 206/1209 new)
Sec. 1209. Expedited services; fees.
(a) As used in this Section:
"Department" means the Department of Business Services of
the Office of the Secretary of State.
"Expedited services" means services rendered within the
same day or within 24 hours after the time the request therefor
is submitted by the filer, law firm, service company, or

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messenger physically, in person, or at the Secretary of State's
discretion, by electronic means to the Department's
Springfield office or Chicago office and includes requests for
certified copies, photocopies, and certificates of existence
or abstracts of computer record made to the Department's
Springfield office in person, by mail, or by fax or requests
for certificates of existence or abstracts of computer record
made in person to the Department's Chicago office.
(b) The Secretary of State shall charge and collect the
following fees for expedited services:
(1) Statement of Qualification or Foreign
Qualification, $100.
(2) Application for Reinstatement, $100.
(3) Statement of Merger, $200.
(4) Certificate of existence or computer abstract,
$20.
(5) All other filings and copies of documents, $50.
(c) All fees collected by and payable to the Secretary of
State under this Section shall be deposited into the Division
of Corporations Registered Limited Liability Partnership Fund
to the credit of an account within the Fund. Subject to
appropriation, moneys in the account shall be used by the
Department to create and maintain the capability to perform
expedited services in response to special requests made by the
public for same-day or 24-hour service and shall also be used
for purposes including, but not limited to, expenditures for

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personal services, retirement, Social Security, contractual
services, equipment, electronic data processing, and
telecommunications. No other fees or charges collected under
this Act shall be credited to the account established under
this subsection (c)
Section 15. The Business Corporation Act of 1983 is amended
by changing Sections 12.43 and 14.05 as follows:
(805 ILCS 5/12.43)
Sec. 12.43. Administrative dissolution; corporate name.
The Secretary of State shall not allow another corporation or
limited liability company to use 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. If the domestic corporation that
has been administratively dissolved is reinstated within 3
years after the date of issuance of the certificate of
dissolution, the domestic corporation shall continue under its
previous name without impacting its continuous legal status,
unless the corporation petitions to change its name upon
reinstatement.
(Source: P.A. 95-507, eff. 8-28-07.)
(805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
Sec. 14.05. Annual report of domestic or foreign

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corporation. Each domestic corporation organized under any
general law or special act of this State authorizing the
corporation to issue shares, other than homestead
associations, building and loan associations, banks and
insurance companies (which includes a syndicate or limited
syndicate regulated under Article V 1/2 of the Illinois
Insurance Code or member of a group of underwriters regulated
under Article V of that Code), and each foreign corporation
(except members of a group of underwriters regulated under
Article V of the Illinois Insurance Code) authorized to
transact business in this State, shall file, within the time
prescribed by this Act, an annual report setting forth:
(a) The name of the corporation.
(b) The address, including street and number, or rural
route number, of its registered office in this State, and
the name of its registered agent at that address.
(c) The address, including street and number, or rural
route number, of its principal office.
(d) The names and respective addresses, including
street and number, or rural route number, of its directors
and officers.
(e) A statement of the aggregate number of shares which
the corporation has authority to issue, itemized by classes
and series, if any, within a class.
(f) A statement of the aggregate number of issued
shares, itemized by classes, and series, if any, within a

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class.
(g) A statement, expressed in dollars, of the amount of
paid-in capital of the corporation as defined in this Act.
(h) Either a statement that (1) all the property of the
corporation is located in this State and all of its
business is transacted at or from places of business in
this State, or the corporation elects to pay the annual
franchise tax on the basis of its entire paid-in capital,
or (2) a statement, expressed in dollars, of the value of
all the property owned by the corporation, wherever
located, and the value of the property located within this
State, and a statement, expressed in dollars, of the gross
amount of business transacted by the corporation and the
gross amount thereof transacted by the corporation at or
from places of business in this State as of the close of
its fiscal year on or immediately preceding the last day of
the third month prior to the anniversary month or in the
case of a corporation which has established an extended
filing month, as of the close of its fiscal year on or
immediately preceding the last day of the third month prior
to the extended filing month; however, in the case of a
domestic corporation that has not completed its first
fiscal year, the statement with respect to property owned
shall be as of the last day of the third month preceding
the anniversary month and the statement with respect to
business transacted shall be furnished for the period

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between the date of incorporation and the last day of the
third month preceding the anniversary month. In the case of
a foreign corporation that has not been authorized to
transact business in this State for a period of 12 months
and has not commenced transacting business prior to
obtaining authority, the statement with respect to
property owned shall be as of the last day of the third
month preceding the anniversary month and the statement
with respect to business transacted shall be furnished for
the period between the date of its authorization to
transact business in this State and the last day of the
third month preceding the anniversary month. If the data
referenced in item (2) of this subsection is not completed,
the franchise tax provided for in this Act shall be
computed on the basis of the entire paid-in capital.
(i) A statement, including the basis therefor, of
status as a "minority owned business" or as a "female owned
business" as those terms are defined in the Business
Enterprise for Minorities, Females, and Persons with
Disabilities Act.
(j) Additional information as may be necessary or
appropriate in order to enable the Secretary of State to
administer this Act and to verify the proper amount of fees
and franchise taxes payable by the corporation.
The annual report shall be made on forms prescribed and
furnished by the Secretary of State, and the information

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therein required by paragraphs (a) through (d), both inclusive,
of this Section, shall be given as of the date of the execution
of the annual report and the information therein required by
paragraphs (e), (f) and (g) of this Section shall be given as
of the last day of the third month preceding the anniversary
month, except that the information required by paragraphs (e),
(f) and (g) shall, in the case of a corporation which has
established an extended filing month, be given in its final
transition annual report and each subsequent annual report as
of the close of its fiscal year on or immediately preceding the
last day of the third month prior to its extended filing month.
It shall be executed by the corporation by its president, a
vice-president, secretary, assistant secretary, treasurer or
other officer duly authorized by the board of directors of the
corporation to execute those reports, and verified by him or
her, or, if the corporation is in the hands of a receiver or
trustee, it shall be executed on behalf of the corporation and
verified by the receiver or trustee.
(Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59,
7-1-03.)
Section 99. Effective date. This Act takes effect July 1,
2017, except that Section 5 and this Section take effect upon
becoming law.
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INDEX
Statutes amended in order of appearance