093_SB1506eng

 
SB1506 Engrossed                     LRB093 03499 DRJ 11091 b

 1        AN ACT in relation to business organizations.

 2        Be it  enacted  by  the  People  of  the  State  of  Illinois,
 3    represented in the General Assembly:

 4        Section 5.  The Trademark Registration and Protection Act
 5    is amended by changing Section 50 as follows:

 6        (765 ILCS 1036/50)
 7        Sec. 50.  Classification. The  Secretary  shall  by  rule
 8    establish   a   classification  of  goods  and  services  for
 9    convenience of administration of this Act, but not  to  limit
10    or  extend  the  applicant's  or  registrant's  rights, and a
11    single application for registration of a mark may include any
12    or all goods upon which, or services with which, the mark  is
13    actually  being  used  and  which  are  comprised in a single
14    class.  In no event shall a single application include  goods
15    or  services upon which the mark is being used and which fall
16    within different  classes.   To  the  extent  practical,  the
17    classification  of  goods  and services should conform to the
18    classification  adopted  by  the  United  States  Patent  and
19    Trademark Office.
20                       Classification of Goods
21    Class     Title
22    1         Chemicals
23    2         Paints
24    3         Cosmetics and cleaning preparations
25    4         Lubricants and fuels
26    5         Pharmaceuticals
27    6         Metal goods
28    7         Machinery
29    8         Hand tools
30    9         Electrical and scientific apparatus
31    10        Medical apparatus
 
SB1506 Engrossed            -2-      LRB093 03499 DRJ 11091 b
 1    11        Environmental control apparatus
 2    12        Vehicles
 3    13        Firearms
 4    14        Jewelry
 5    15        Musical Instruments
 6    16        Paper goods and printed matter
 7    17        Rubber goods
 8    18        Leather goods
 9    19        Non-metallic building materials
10    20        Furniture and articles not otherwise classified
11    21        Housewares and glass
12    22        Cordage and fibers
13    23        Yarns and threads
14    24        Fabrics
15    25        Clothing
16    26        Fancy goods
17    27        Floor coverings
18    28        Toys and sporting goods
19    29        Meats and processed foods
20    30        Staple foods
21    31        Natural agricultural products
22    32        Light beverages
23    33        Wine and spirits
24    34        Smoker's articles
25    35        Advertising and business
26    36        Insurance and financial
27    37        Building construction and repair
28    38        Telecommunications
29    39        Transportation and storage
30    40        Treatment of materials
31    41        Education and entertainment
32    42        Scientific, technological, or legal Miscellaneous
33    43        Restaurants, hotels, motels, and boarding
34    44        Medical, veterinary, beauty care, and forestry
 
SB1506 Engrossed            -3-      LRB093 03499 DRJ 11091 b
 1    45        Personal, social, and security
 2    (Source: P.A. 90-231, eff. 1-1-98.)

 3        Section 10. The  Business  Corporation  Act  of  1983  is
 4    amended  by  changing  Sections 1.15, 2.10, 4.10, 5.10, 5.20,
 5    10.35, 11.37,  11.45,  11.75,  12.35,  12.40,  13.40,  13.45,
 6    13.50,  13.55,  13.75, 14.05, 15.05, 15.10, 15.80, 15.95, and
 7    15.97 as follows:

 8        (805 ILCS 5/1.15) (from Ch. 32, par. 1.15)
 9        Sec. 1.15.  Statement of correction.
10        (a)  Whenever any instrument authorized to be filed  with
11    the  Secretary  of  State under any provision of this Act has
12    been so filed and, as of  the  date  of  the  action  therein
13    referred to, contains any misstatement of fact, typographical
14    error, error of transcription or any other error or defect or
15    was  defectively or erroneously executed, such instrument may
16    be corrected by filing, in accordance with  Section  1.10  of
17    this Act, a statement of correction.
18        (b)  A statement of correction shall set forth:
19             (1)  The   name  or  names  of  the  corporation  or
20        corporations and the State or country under the  laws  of
21        which each is organized.
22             (2)  The title of the instrument being corrected and
23        the date it was filed by the Secretary of State.
24             (3)  The inaccuracy, error or defect to be corrected
25        and the portion of the instrument in corrected form.
26        (c)  A  statement  of correction shall be executed in the
27    same manner in  which  the  instrument  being  corrected  was
28    required to be executed.
29        (d)  The  corrected  instrument  shall be effective as of
30    the date the original instrument was filed.
31        (e)  A statement of correction shall not:
32             (1)  Effect any  change  or  amendment  of  articles
 
SB1506 Engrossed            -4-      LRB093 03499 DRJ 11091 b
 1        which  would  not  in all respects have complied with the
 2        requirements of this  Act  at  the  time  of  filing  the
 3        instrument being corrected.
 4             (2)  Take  the  place  of any document, statement or
 5        report otherwise required to be filed by this Act.
 6             (3)  Affect  any  right  or  liability  accrued   or
 7        incurred  before  such  filing,  except that any right or
 8        liability accrued or incurred by reason of the  error  or
 9        defect  being  corrected  shall  be  extinguished by such
10        filing  if  the  person  having  such   right   has   not
11        detrimentally relied on the original instrument.
12             (4)  Alter   the   provisions  of  the  articles  of
13        incorporation with respect to  the  corporation  name  or
14        purpose,  the class or classes and number of shares to be
15        authorized,  and  the  names   and   addresses   of   the
16        incorporators or initial directors.
17             (5)  Alter  the  provisions  of  the application for
18        certificate of authority of a  foreign  corporation  with
19        respect to the corporation name.
20             (6)  Alter  the  provisions  of  the  application to
21        adopt or change an assumed corporate name with respect to
22        the assumed corporate name.
23             (7)  Alter the wording of any resolution as filed in
24        any document with the Secretary of State and which was in
25        fact  adopted  by  the  board  of  directors  or  by  the
26        shareholders.
27             (8)  Alter  the  provisions  of  the  statement   of
28        election  of an extended filing month with respect to the
29        extended filing month.
30        (f)  A statement of correction may correct the basis,  as
31    established by any document required to be filed by this Act,
32    of  license  fees,  taxes, penalty, interest, or other charge
33    paid or payable under this Act.
34        (g)  A statement of correction may  provide  the  grounds
 
SB1506 Engrossed            -5-      LRB093 03499 DRJ 11091 b
 1    for a petition for a refund or an adjustment of an assessment
 2    filed under Section 1.17 of this Act.
 3    (Source: P.A. 91-464, eff. 1-1-00.)

 4        (805 ILCS 5/2.10) (from Ch. 32, par. 2.10)
 5        Sec.  2.10.  Articles  of Incorporation.  The articles of
 6    incorporation shall be executed and  filed  in  duplicate  in
 7    accordance with Section 1.10 of this Act.
 8        (a)  The articles of incorporation must set forth:
 9             (1)  a  corporate  name  for  the  corporation  that
10        satisfies the requirements of this Act;
11             (2)  the   purpose   or   purposes   for  which  the
12        corporation is organized, which may be stated to  be,  or
13        to   include,  the  transaction  of  any  or  all  lawful
14        businesses for which  corporations  may  be  incorporated
15        under this Act;
16             (3)  the   address   of  the  corporation's  initial
17        registered office and the name of its initial  registered
18        agent at that office;
19             (4)  the name and address of each incorporator;
20             (5)  the   number   of  shares  of  each  class  the
21        corporation is authorized to issue;
22             (6)  the  number  and  class  of  shares  which  the
23        corporation proposes to issue without further  report  to
24        the  Secretary  of  State,  and  the  consideration to be
25        received, less expenses, including commissions,  paid  or
26        incurred  in  connection  with the issuance of shares, by
27        the corporation therefor.  If shares  of  more  than  one
28        class  are  to be issued, the consideration for shares of
29        each class shall be separately stated;
30             (7)  if the shares are  divided  into  classes,  the
31        designation   of  each  class  and  a  statement  of  the
32        designations, preferences,  qualifications,  limitations,
33        restrictions, and special or relative rights with respect
 
SB1506 Engrossed            -6-      LRB093 03499 DRJ 11091 b
 1        to the shares of each class; and
 2             (8)  if  the corporation may issue the shares of any
 3        preferred  or  special  class   in   series,   then   the
 4        designation  of  each  series  and  a  statement  of  the
 5        variations  in the relative rights and preferences of the
 6        different series, if the same are fixed in  the  articles
 7        of  incorporation, or a statement of the authority vested
 8        in  the  board  of  directors  to  establish  series  and
 9        determine the  variations  in  the  relative  rights  and
10        preferences of the different series.

11        (b)  The articles of incorporation may set forth:
12             (1)  the   names   and  business  addresses  of  the
13        individuals who are to serve as the initial directors;
14             (2)  provisions  not  inconsistent  with  law   with
15        respect to:
16                  (i)  managing  the  business and regulating the
17             affairs of the corporation;
18                  (ii)  defining, limiting,  and  regulating  the
19             rights,  powers  and  duties of the corporation, its
20             officers, directors and shareholders;
21                  (iii)  authorizing and limiting the  preemptive
22             right  of  a  shareholder to acquire shares, whether
23             then or thereafter authorized;
24                  (iv)  an estimate, expressed in dollars, of the
25             value of  all  the  property  to  be  owned  by  the
26             corporation   for   the   following  year,  wherever
27             located,  and  an  estimate  of  the  value  of  the
28             property to be located within this State during such
29             year, and an estimate, expressed in dollars, of  the
30             gross amount of business which will be transacted by
31             it  during  such  year  and an estimate of the gross
32             amount thereof which will be transacted by it at  or
33             from  places  of  business in this State during such
34             year; or
 
SB1506 Engrossed            -7-      LRB093 03499 DRJ 11091 b
 1                  (v)  superseding any provision of this Act that
 2             requires  for  approval  of   corporate   action   a
 3             two-thirds  vote  of  the shareholders by specifying
 4             any smaller or larger vote requirement not less than
 5             a majority of the  outstanding  shares  entitled  to
 6             vote  on  the matter and not less than a majority of
 7             the outstanding  shares  of  each  class  of  shares
 8             entitled to vote as a class on the matter.
 9             (3)  a   provision   eliminating   or  limiting  the
10        personal liability of a director to  the  corporation  or
11        its  shareholders  for  monetary  damages  for  breach of
12        fiduciary duty as a director, provided that the provision
13        does not eliminate or limit the liability of  a  director
14        (i)  for  any breach of the director's duty of loyalty to
15        the corporation or its shareholders,  (ii)  for  acts  or
16        omissions  not  in good faith or that involve intentional
17        misconduct or a knowing violation  of  law,  (iii)  under
18        Section  8.65  of  this  Act, or (iv) for any transaction
19        from which the  director  derived  an  improper  personal
20        benefit.   No such provision shall eliminate or limit the
21        liability of a director for any act or omission occurring
22        before the date when the provision becomes effective.
23             (4)  any provision that under this Act  is  required
24        or   permitted  to  be  set  forth  in  the  articles  of
25        incorporation or by-laws.
26        (c)  The articles of incorporation need not set forth any
27    of the corporate powers enumerated in this Act.
28        (d)  The duration of a corporation  is  perpetual  unless
29    otherwise specified in the articles of incorporation.
30        (e)  If   the   data   to  which  reference  is  made  in
31    subparagraph (iv) of paragraph (2) of subsection (b) of  this
32    Section is not included in the articles of incorporation, the
33    franchise  tax  provided for in this Act shall be computed on
34    the basis of the entire paid-in capital as set forth pursuant
 
SB1506 Engrossed            -8-      LRB093 03499 DRJ 11091 b
 1    to paragraph (6) of subsection (a)  of  this  Section,  until
 2    such  time  as  the  data  to  which  reference  is  made  in
 3    subparagraph  (iv)  of  paragraph  (2)  of  subsection (b) is
 4    provided in accordance with either Section 14.05  or  Section
 5    14.25 of this Act.
 6        When  the  provisions  of this Section have been complied
 7    with, the Secretary of  State  shall  file  the  articles  of
 8    incorporation.
 9    (Source: P.A. 92-33, eff. 7-1-01.)

10        (805 ILCS 5/4.10) (from Ch. 32, par. 4.10)
11        Sec. 4.10.  Reserved name. The exclusive right to the use
12    of a corporate name or an assumed corporate name, as the case
13    may be, may be reserved by:
14        (a)  Any person intending to organize a corporation under
15    this Act.
16        (b)  Any  domestic  corporation  intending  to change its
17    name.
18        (c)  Any   foreign   corporation   intending   to    make
19    application  for  a  certificate  of  authority  to  transact
20    business in this State.
21        (d)  Any   foreign  corporation  authorized  to  transact
22    business in this State and intending to change its name.
23        (e)  Any  person  intending   to   organize   a   foreign
24    corporation  and  intending  to  have  such  corporation make
25    application  for  a  certificate  of  authority  to  transact
26    business in this State.
27        (f)  Any  domestic  corporation  intending  to  adopt  an
28    assumed corporate name.
29        (g)  Any  foreign  corporation  authorized  to   transact
30    business  in  this  State  and  intending to adopt an assumed
31    corporate name.
32        Such reservation shall be made by filing in the office of
33    the Secretary of State an application to reserve a  specified
 
SB1506 Engrossed            -9-      LRB093 03499 DRJ 11091 b
 1    corporate   name  or  a  specified  assumed  corporate  name,
 2    executed by the applicant. If the Secretary  of  State  finds
 3    that  such  name  is  available  for corporate use, he or she
 4    shall  reserve  the  same  for  the  exclusive  use  of  such
 5    applicant for a period of ninety days or until surrendered by
 6    a written cancellation  document  signed  by  the  applicant,
 7    whichever is sooner.
 8        The  right  to the exclusive use of a specified corporate
 9    name or assumed corporate name so reserved may be transferred
10    to any other person by filing in the office of the  Secretary
11    of  State  a  notice of such transfer, executed by the person
12    for whom such name was reserved, and specifying the name  and
13    address of the transferee.
14        The  Secretary  of  State  may revoke any reservation if,
15    after a  hearing,  he  or  she  finds  that  the  application
16    therefor  or  any  transfer thereof was made contrary to this
17    Act.
18    (Source: P.A. 83-1025.)

19        (805 ILCS 5/5.10) (from Ch. 32, par. 5.10)
20        Sec. 5.10.  Change of  registered  office  or  registered
21    agent.
22        (a)  A  domestic corporation or a foreign corporation may
23    from time to  time  change  the  address  of  its  registered
24    office. A domestic corporation or a foreign corporation shall
25    change its registered agent if the office of registered agent
26    shall  become  vacant  for  any  reason, or if its registered
27    agent becomes disqualified or incapacitated to act, or if the
28    corporation revokes the appointment of its registered agent.
29        (b)  A domestic corporation or a foreign corporation  may
30    change  the  address  of  its registered office or change its
31    registered agent, or both, by so indicating in the  statement
32    of  change  on  the  annual  report of that corporation filed
33    pursuant to Section 14.10 of this Act  or  by  executing  and
 
SB1506 Engrossed            -10-     LRB093 03499 DRJ 11091 b
 1    filing, in duplicate, in accordance with Section 1.10 of this
 2    Act a statement setting forth:
 3             (1)  The name of the corporation.
 4             (2)  The  address,  including  street and number, or
 5        rural route number, of its then registered office.
 6             (3)  If the address  of  its  registered  office  be
 7        changed,  the  address,  including  street and number, or
 8        rural route number, to which the registered office is  to
 9        be changed.
10             (4)  The name of its then registered agent.
11             (5)  If its registered agent be changed, the name of
12        its successor registered agent.
13             (6)  That  the  address of its registered office and
14        the address of the  business  office  of  its  registered
15        agent, as changed, will be identical.
16             (7)  That  such  change was authorized by resolution
17        duly adopted by the board of directors.
18        (c)  (Blank). A legible copy of the statement  of  change
19    as  on  the  annual report returned by the Secretary of State
20    shall be filed for record within the time prescribed by  this
21    Act  in the office of the Recorder of the county in which the
22    registered office  of  the  corporation  in  this  State  was
23    situated before the filing of that statement in the Office of
24    the Secretary of State.
25        (d)  If  the registered office is changed from one county
26    to another county, then the corporation shall also  file  for
27    record  within  the time prescribed by this Act in the office
28    of the recorder of the county to which such registered office
29    is changed:
30             (1)  In the case of a domestic corporation:
31                  (i)  A copy of its  articles  of  incorporation
32             certified by the Secretary of State.
33                  (ii)  A  copy  of  the  statement  of change of
34             address of its registered office, certified  by  the
 
SB1506 Engrossed            -11-     LRB093 03499 DRJ 11091 b
 1             Secretary of State.
 2             (2)  In the case of a foreign corporation:
 3                  (i)  A copy of its application for authority to
 4             transact  business  in  this State, certified by the
 5             Secretary of State.
 6                  (ii)  A  copy  of  all   amendments   to   such
 7             authority,   if   any,  likewise  certified  by  the
 8             Secretary of State.
 9                  (iii)  A copy of the  statement  of  change  of
10             address  of  its  registered office certified by the
11             Secretary of State.
12        (e)  The change of address of the registered  office,  or
13    the  change of registered agent, or both, as the case may be,
14    shall become effective upon the filing of such  statement  by
15    the Secretary of State.
16    (Source: P.A. 91-357, eff. 7-29-99; 92-33, eff. 7-1-01.)

17        (805 ILCS 5/5.20) (from Ch. 32, par. 5.20)
18        Sec. 5.20.  Change of Address of Registered Agent.
19        (a)  A  registered  agent  may  change the address of the
20    registered office of  the  domestic  corporation  or  of  the
21    foreign  corporation, for which he or she or it is registered
22    agent, to another address in this State, by so indicating  in
23    the  statement  of  change  on  the  annual  report  of  that
24    corporation filed pursuant to Section 14.10 of this Act or by
25    filing, in duplicate, in accordance with Section 1.10 of this
26    Act a statement setting forth:
27             (1)  The name of the corporation.
28             (2)  The  address,  including  street and number, or
29        rural route number, of its then registered office.
30             (3)  The address, including street  and  number,  or
31        rural  route number, to which the registered office is to
32        be changed.
33             (4)  The name of its registered agent.
 
SB1506 Engrossed            -12-     LRB093 03499 DRJ 11091 b
 1             (5)  That the address of its registered  office  and
 2        the  address  of  the  business  office of its registered
 3        agent, as changed, will be identical.
 4        Such statement shall be executed by the registered agent.
 5        (b)  If the registered office is changed from one  county
 6    to  another  county, then the corporation shall also file for
 7    record within the time prescribed by this Act in  the  office
 8    of the recorder of the county to which such registered office
 9    is changed:
10             (1)  In the case of a domestic corporation:
11                  (i)  A  copy  of  its articles of incorporation
12             certified by the Secretary of State.
13                  (ii)  A copy of  the  statement  of  change  of
14             address  of  its registered office, certified by the
15             Secretary of State.
16             (2)  In the case of a foreign corporation:
17                  (i)  A copy of its application for authority to
18             transact business in this State,  certified  by  the
19             Secretary of State.
20                  (ii)  A   copy   of   all  amendments  to  such
21             authority,  if  any,  likewise  certified   by   the
22             Secretary of State.
23                  (iii)  A  copy  of  the  statement of change of
24             address of its registered office  certified  by  the
25             Secretary of State.
26        (c)  The change of address of the registered office shall
27    become  effective  upon  the  filing of such statement by the
28    Secretary of State.
29    (Source: P.A. 92-33, eff. 7-1-01.)

30        (805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
31        Sec. 10.35.  Effect of certificate of amendment.
32        (a)  The  amendment  shall  become  effective   and   the
33    articles  of  incorporation  shall  be  deemed  to be amended
 
SB1506 Engrossed            -13-     LRB093 03499 DRJ 11091 b
 1    accordingly, as of the later of:
 2             (1)  the filing of the articles of amendment by  the
 3        Secretary of State; or
 4             (2)  the  time  established  under  the  articles of
 5        amendment, not to exceed 30 days after the filing of  the
 6        articles of amendment by the Secretary of State.
 7        (b)  If  the  amendment  is  made  in accordance with the
 8    provisions of Section 10.40, upon the filing of the  articles
 9    of  amendment  by the Secretary of State, the amendment shall
10    become effective and the articles of incorporation  shall  be
11    deemed  to be amended accordingly, without any action thereon
12    by the directors or shareholders of the corporation and  with
13    the  same  effect  as  if  the amendments had been adopted by
14    unanimous action of the directors  and  shareholders  of  the
15    corporation.
16        (c)  If   the   amendment   restates   the   articles  of
17    incorporation, such restated articles of incorporation shall,
18    upon such amendment becoming effective, supersede  and  stand
19    in   lieu   of  the  corporation's  preexisting  articles  of
20    incorporation.
21        (d)  If   the   amendment   revives   the   articles   of
22    incorporation and extends the period of  corporate  duration,
23    upon the filing of the articles of amendment by the Secretary
24    of  State,  the  amendment  shall  become  effective  and the
25    corporate existence shall be deemed to have continued without
26    interruption from the date  of  expiration  of  the  original
27    period  of  duration, and the corporation shall stand revived
28    with such powers, duties and obligations as if its period  of
29    duration had not expired; and all acts and proceedings of its
30    officers, directors and shareholders, acting or purporting to
31    act  as  such,  which would have been legal and valid but for
32    such expiration, shall stand ratified and confirmed.
33        (e)  Each amendment which affects the  number  of  issued
34    shares or the amount of paid-in capital shall be deemed to be
 
SB1506 Engrossed            -14-     LRB093 03499 DRJ 11091 b
 1    a report under the provisions of this Act.
 2        (f)  No  amendment  of the articles of incorporation of a
 3    corporation shall affect any  existing  cause  of  action  in
 4    favor  of or against such corporation, or any pending suit in
 5    which such corporation shall be  a  party,  or  the  existing
 6    rights  of persons other than shareholders; and, in the event
 7    the corporate name shall be changed  by  amendment,  no  suit
 8    brought  by or against such corporation under its former name
 9    shall be abated for that reason.
10    (Source: P.A. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)

11        (805 ILCS 5/11.37) (from Ch. 32, par. 11.37)
12        Sec.  11.37.  Merger  or  consolidation  of  domestic  or
13    foreign   corporations   and   domestic   not   for    profit
14    corporations.   (a)  One or more domestic corporations or one
15    or more foreign corporations may merge into  a  domestic  not
16    for  profit  corporation  subject  to  the  provisions of the
17    General Not For Profit Corporation Act of 1986,  as  amended,
18    provided  that  in  the  case  of  a  foreign corporation for
19    profit, such merger or consolidation is permitted by the laws
20    of the State or country under which such foreign  corporation
21    for profit is organized.
22        (b)  Each  domestic  corporation  shall  comply  with the
23    provisions  of  this  Act  with  respect  to  the  merger  or
24    consolidation of domestic corporations, each domestic not for
25    profit corporation shall comply with the  provisions  of  the
26    General  Not  For Profit Corporation Act of 1986, as amended.
27    With respect to merger or consolidation of domestic  not  for
28    profit  corporations,  each  foreign  corporation  for profit
29    shall comply with the laws of  the  state  or  country  under
30    which  it  is  organized,  and  each  foreign corporation for
31    profit having a certificate of authority to transact business
32    in this State under the provisions of this Act  shall  comply
33    with  the  provisions  of  this Act with respect to merger or
 
SB1506 Engrossed            -15-     LRB093 03499 DRJ 11091 b
 1    consolidation of foreign corporations for profit.
 2        (c)  The plan of merger or consolidation shall set forth,
 3    in addition to all matters required by Section 11.05 of  this
 4    Act,  the  manner  and  basis  of  converting  shares of each
 5    merging or consolidating domestic or foreign corporation  for
 6    profit into membership or other interests of the surviving or
 7    new  domestic  not  for  profit corporation, or into cash, or
 8    into property, or into any combination of the foregoing.
 9        (d)  The effect of a merger or consolidation  under  this
10    Section  shall  be  the  same  as  in the case of a merger or
11    consolidation  of  domestic  corporations  as  set  forth  in
12    subsection (a) of Section 11.50 of this Act.
13        (e)  When such merger or consolidation has been effected,
14    the shares of the corporation or corporations to be converted
15    under the terms of the plan cease to exist.  The  holders  of
16    those  shares  are  entitled  only to the membership or other
17    interests, cash, or other property  or  combination  thereof,
18    into  which  those  shares  have been converted in accordance
19    with the  plan,  subject  to  any  dissenters'  rights  under
20    Section 11.70 of this Act.
21    (Source: P.A. 85-1269.)

22        (805 ILCS 5/11.45) (from Ch. 32, par. 11.45)
23        Sec.  11.45.  Recording  of  certificate  and articles of
24    merger, consolidation or exchange. A copy of the articles  of
25    merger,  consolidation  or exchange as filed by the Secretary
26    of State shall  be  returned  to  the  surviving  or  new  or
27    acquiring  corporation,  as  the  case  may  be,  or  to  its
28    representative,   and   such  articles,  or  a  copy  thereof
29    certified by the Secretary  of  State,  shall  be  filed  for
30    record within the time prescribed by Section 1.10 of this Act
31    in  the  office  of  the Recorder of each county in which the
32    registered  office  of  each  merging  or  consolidating   or
33    acquiring  corporation  may be situated, and in the case of a
 
SB1506 Engrossed            -16-     LRB093 03499 DRJ 11091 b
 1    consolidation, in the office of the Recorder of the county in
 2    which the registered office of the new corporation  shall  be
 3    situated  and, in the case of a share exchange, in the office
 4    of the Recorder of the county in which the registered  office
 5    of  the  corporation  whose  shares  were  acquired  shall be
 6    situated.
 7    (Source: P.A. 92-33, eff. 7-1-01.)

 8        (805 ILCS 5/11.75) (from Ch. 32, par. 11.75)
 9        Sec.  11.75.   Business  combinations   with   interested
10    shareholders.
11        (a)  Notwithstanding  any other provisions of this Act, a
12    corporation (as defined in  this  Section  11.75)  shall  not
13    engage  in  any  business  combination  with  any  interested
14    shareholder  for  a period of 3 years following the time that
15    such shareholder became an interested shareholder, unless (1)
16    prior to such time the board of directors of the  corporation
17    approved  either  the business combination or the transaction
18    which resulted in  the  shareholder  becoming  an  interested
19    shareholder,  or  (2)  upon  consummation  of the transaction
20    which resulted in  the  shareholder  becoming  an  interested
21    shareholder, the interested shareholder owned at least 85% of
22    the  voting shares of the corporation outstanding at the time
23    the  transaction  commenced,  excluding   for   purposes   of
24    determining  the  number  of  shares outstanding those shares
25    owned (i) by persons who are directors and also officers  and
26    (ii)  employee  stock plans in which employee participants do
27    not have the right to determine confidentially whether shares
28    held subject to the plan will be  tendered  in  a  tender  or
29    exchange  offer,  or  (3)  at  or subsequent to such time the
30    business combination is approved by the  board  of  directors
31    and   authorized   at   an   annual  or  special  meeting  of
32    shareholders, and not by written consent, by the  affirmative
33    vote  of  at  least  66 2/3% of the outstanding voting shares
 
SB1506 Engrossed            -17-     LRB093 03499 DRJ 11091 b
 1    which are not owned by the interested shareholder.
 2        (b)  The restrictions contained in this Section shall not
 3    apply if:
 4             (1)  the   corporation's   original   articles    of
 5        incorporation contains a provision expressly electing not
 6        to be governed by this Section;
 7             (2)  the  corporation,  by  action  of  its board of
 8        directors, adopts an amendment to its by-laws  within  90
 9        days  of  the  effective  date  of this amendatory Act of
10        1989, expressly electing  not  to  be  governed  by  this
11        Section,  which amendment shall not be further amended by
12        the board of directors;
13             (3)  the corporation, by action of its shareholders,
14        adopts an amendment to its articles of  incorporation  or
15        by-laws  expressly  electing  not  to be governed by this
16        Section, provided that, in addition  to  any  other  vote
17        required  by  law,  such  amendment  to  the  articles of
18        incorporation  or  by-laws  must  be  approved   by   the
19        affirmative  vote of a majority of the shares entitled to
20        vote. An amendment adopted  pursuant  to  this  paragraph
21        shall   be   effective  immediately  in  the  case  of  a
22        corporation that both (i) has never had a class of voting
23        shares that falls within any of the categories set out in
24        paragraph (4) of this subsection (b)  and  (ii)  has  not
25        elected  by  a  provision  in  its  original  articles of
26        incorporation or any amendment thereto to be governed  by
27        this  Section.   In all other cases, an amendment adopted
28        pursuant to this paragraph shall not be  effective  until
29        12  months after the adoption of such amendment and shall
30        not  apply  to  any  business  combination  between  such
31        corporation and  any  person  who  became  an  interested
32        shareholder  of  such  corporation  on  or  prior to such
33        adoption. A by-law amendment  adopted  pursuant  to  this
34        paragraph  shall  not  be further amended by the board of
 
SB1506 Engrossed            -18-     LRB093 03499 DRJ 11091 b
 1        directors;
 2             (4)  the corporation does not have a class of voting
 3        shares that  is  (i)  listed  on  a  national  securities
 4        exchange,  (ii)  authorized  for  quotation on the NASDAQ
 5        Stock Market or (iii) held of record by more  than  2,000
 6        shareholders,  unless  any  of the foregoing results from
 7        action taken, directly or indirectly,  by  an  interested
 8        shareholder  or  from  a  transaction  in  which a person
 9        becomes an interested shareholder;
10             (5)  a shareholder becomes an interested shareholder
11        inadvertently and (i)  as  soon  as  practicable  divests
12        itself  of  ownership  of  sufficient  shares so that the
13        shareholder ceases to be an  interested  shareholder  and
14        (ii)  would  not,  at  any  time within the 3 year period
15        immediately prior to a business combination  between  the
16        corporation and such shareholder, have been an interested
17        shareholder   but  for  the  inadvertent  acquisition  of
18        ownership;
19             (6)  the business combination is proposed  prior  to
20        the  consummation or abandonment of and subsequent to the
21        earlier of the public announcement or the notice required
22        hereunder of a proposed transaction which (i) constitutes
23        one of the transactions described in the second  sentence
24        of this paragraph; (ii) is with or by a person who either
25        was  not  an interested shareholder during the previous 3
26        years or who became an interested  shareholder  with  the
27        approval  of  the  corporation's  board  of  directors or
28        during the period described  in  paragraph  (7)  of  this
29        subsection (b); and (iii) is approved or not opposed by a
30        majority of the members of the board of directors then in
31        office  (but not less than 1) who were directors prior to
32        any person becoming an interested shareholder during  the
33        previous  3  years  or  were  recommended for election or
34        elected to succeed such directors by a majority  of  such
 
SB1506 Engrossed            -19-     LRB093 03499 DRJ 11091 b
 1        directors.   The proposed transactions referred to in the
 2        preceding  sentence  are  limited  to  (x)  a  merger  or
 3        consolidation of the corporation (except for a merger  in
 4        respect  of  which, pursuant to subsection (c) of Section
 5        11.20 of this Act, no vote of  the  shareholders  of  the
 6        corporation  is  required);  (y) a sale, lease, exchange,
 7        mortgage, pledge, transfer or other disposition  (in  one
 8        transaction or a series of transactions), whether as part
 9        of   a   dissolution  or  otherwise,  of  assets  of  the
10        corporation or of any direct or  indirect  majority-owned
11        subsidiary  of  the corporation (other than to any direct
12        or   indirect   wholly-owned   subsidiary   or   to   the
13        corporation) having an aggregate market  value  equal  to
14        50%  or  more of either the aggregate market value of all
15        of  the  assets  of  the  corporation  determined  on   a
16        consolidated  basis  or the aggregate market value of all
17        the outstanding shares  of  the  corporation;  or  (z)  a
18        proposed  tender or exchange offer for 50% or more of the
19        outstanding  voting  shares  of  the  corporation.    The
20        corporation  shall  give  not less than 20 days notice to
21        all interested shareholders prior to the consummation  of
22        any  of  the transactions described in clauses (x) or (y)
23        of the second sentence of this paragraph; or
24             (7)  The business combination is with an  interested
25        shareholder  who  became  an  interested shareholder at a
26        time when the restrictions contained in this Section  did
27        not  apply by reason of any of the paragraphs (1) through
28        (4) of this subsection (b), provided, however, that  this
29        paragraph  (7)  shall  not  apply  if,  at  the  time the
30        interested shareholder became an interested  shareholder,
31        the  corporation's  articles of incorporation contained a
32        provision  authorized  by  the  last  sentence  of   this
33        subsection (b).  Notwithstanding paragraphs (1), (2), (3)
34        and  (4)  of  this  subsection  and  subparagraph  (A) of
 
SB1506 Engrossed            -20-     LRB093 03499 DRJ 11091 b
 1        paragraph (5) of subsection (c), any domestic corporation
 2        may elect by a provision  of  its  original  articles  of
 3        incorporation  or any amendment thereto to be governed by
 4        this Section, provided that any  such  amendment  to  the
 5        articles  of  incorporation shall not apply to restrict a
 6        business  combination  between  the  corporation  and  an
 7        interested  shareholder  of  the   corporation   if   the
 8        interested shareholder became such prior to the effective
 9        date of the amendment.
10        (c)  As used in this Section 11.75 only, the term:
11             (1)  "Affiliate"  means  a  person that directly, or
12        indirectly through one or more intermediaries,  controls,
13        or  is  controlled  by,  or is under common control with,
14        another person.
15             (2)  "Associate"   when   used   to    indicate    a
16        relationship  with any person, means (i) any corporation,
17        partnership, unincorporated association, or other  entity
18        of which such person is a director, officer or partner or
19        is,  directly  or indirectly, the owner of 20% or more of
20        any class of voting  shares,  (ii)  any  trust  or  other
21        estate in which such person has at least a 20% beneficial
22        interest  or as to which such person serves as trustee or
23        in a similar fiduciary capacity, and (iii)  any  relative
24        or spouse of such person, or any relative of such spouse,
25        who has the same residence as such person.
26             (3)  "Business  combination"  when used in reference
27        to any corporation and any interested shareholder of such
28        corporation, means:
29                  (A)  any  merger  or   consolidation   of   the
30             corporation or any direct or indirect majority-owned
31             subsidiary   of   the   corporation   with  (i)  the
32             interested  shareholder,  or  (ii)  with  any  other
33             corporation if the merger or consolidation is caused
34             by the interested shareholder and  as  a  result  of
 
SB1506 Engrossed            -21-     LRB093 03499 DRJ 11091 b
 1             such  merger or consolidation subsection (a) of this
 2             Section  is  not   applicable   to   the   surviving
 3             corporation;
 4                  (B)  any   sale,   lease,  exchange,  mortgage,
 5             pledge,  transfer  or  other  disposition  (in   one
 6             transaction  or  a  series  of transactions), except
 7             proportionately   as   a   shareholder    of    such
 8             corporation,  to or with the interested shareholder,
 9             whether as part of a dissolution  or  otherwise,  of
10             assets  of  the  corporation  or  of  any  direct or
11             indirect   majority-owned    subsidiary    of    the
12             corporation  which  assets  have an aggregate market
13             value equal to 10% or more of either  the  aggregate
14             market  value  of  all the assets of the corporation
15             determined on a consolidated basis or the  aggregate
16             market  value  of  all the outstanding shares of the
17             corporation;
18                  (C)  any  transaction  which  results  in   the
19             issuance  or  transfer  by the corporation or by any
20             direct or indirect majority-owned subsidiary of  the
21             corporation  of  any shares of the corporation or of
22             such  subsidiary  to  the  interested   shareholder,
23             except  (i)  pursuant  to  the exercise, exchange or
24             conversion   of    securities    exercisable    for,
25             exchangeable  for or convertible into shares of such
26             corporation or any such subsidiary which  securities
27             were   outstanding   prior  to  the  time  that  the
28             interested shareholder became such, (ii) pursuant to
29             a dividend or distribution  paid  or  made,  or  the
30             exercise,   exchange  or  conversion  of  securities
31             exercisable for,  exchangeable  for  or  convertible
32             into   shares   of  such  corporation  or  any  such
33             subsidiary which security is distributed,  pro  rata
34             to  all  holders  of  a class or series of shares of
 
SB1506 Engrossed            -22-     LRB093 03499 DRJ 11091 b
 1             such  corporation  subsequent  to   the   time   the
 2             interested  shareholder  became such, (iii) pursuant
 3             to an exchange offer by the corporation to  purchase
 4             shares made on the same terms to all holders of said
 5             shares,  or (iv)  any issuance or transfer of shares
 6             by the corporation, provided  however,  that  in  no
 7             case  under clauses (ii), (iii) and (iv) above shall
 8             there be an increase in the interested shareholder's
 9             proportionate share of the shares of  any  class  or
10             series of the corporation or of the voting shares of
11             the corporation;
12                  (D)  any  transaction involving the corporation
13             or any direct or indirect majority-owned  subsidiary
14             of the corporation which has the effect, directly or
15             indirectly, of increasing the proportionate share of
16             the  shares  of  any  class or series, or securities
17             convertible into the shares of any class or  series,
18             of  the  corporation or of any such subsidiary which
19             is owned by the interested shareholder, except as  a
20             result of immaterial changes due to fractional share
21             adjustments  or  as  a  result  of  any  purchase or
22             redemption of any shares of any class or series  not
23             caused,  directly  or  indirectly, by the interested
24             shareholder; or
25                  (E)  any receipt by the interested  shareholder
26             of  the  benefit,  directly  or  indirectly  (except
27             proportionately    as    a   shareholder   of   such
28             corporation) of  any  loans,  advances,  guarantees,
29             pledges,  or  other  financial  benefits (other than
30             those  expressly  permitted  in  subparagraphs   (A)
31             through  (D)  of  this paragraph (3)) provided by or
32             through the corporation or any  direct  or  indirect
33             majority owned subsidiary; or
34                  (F)  any  receipt by the interested shareholder
 
SB1506 Engrossed            -23-     LRB093 03499 DRJ 11091 b
 1             of the  benefit,  directly  or  indirectly,  (except
 2             proportionately    as    a   shareholder   of   such
 3             corporation)  of  any   assets,   loans,   advances,
 4             guarantees,  pledges  or  other  financial  benefits
 5             (other    than    those   expressly   permitted   in
 6             subparagraphs (A) through (D) of this paragraph (3))
 7             provided by or through any "defined benefit  pension
 8             plan"  (as  defined  in  Section  3  of the Employee
 9             Retirement Income Security Act) of  the  corporation
10             or any direct or indirect majority owned subsidiary.
11             (4)  "Control",  including  the  term "controlling",
12        "controlled by" and "under common  control  with",  means
13        the  possession,  directly or indirectly, of the power to
14        direct or cause  the  direction  of  the  management  and
15        policies  of  a  person, whether through the ownership of
16        voting shares, by contract or otherwise.  A person who is
17        the owner of 20% or more of the outstanding voting shares
18        of   any   corporation,    partnership,    unincorporated
19        association,  or  other  entity shall be presumed to have
20        control of such  entity,  in  the  absence  of  proof  by
21        preponderance   of   the   evidence   to   the  contrary.
22        Notwithstanding the foregoing, a presumption  of  control
23        shall not apply where such person holds voting shares, in
24        good  faith and not for the purpose of circumventing this
25        Section, as an agent, bank, broker, nominee, custodian or
26        trustee for one or more owners who do not individually or
27        as a group have control of such entity.
28             (5)  "Corporation"  means  a  domestic   corporation
29        that:
30                  (A)  has any equity securities registered under
31             Section 12 of the Securities Exchange Act of 1934 or
32             is subject to Section 15(d) of that Act; and
33                  (B)  either
34                       (i)  has  its  principal place of business
 
SB1506 Engrossed            -24-     LRB093 03499 DRJ 11091 b
 1                  or its principal executive  office  located  in
 2                  Illinois; or
 3                       (ii)  owns   or  controls  assets  located
 4                  within Illinois that have a fair  market  value
 5                  of at least $1,000,000, and
 6                  (C)  either
 7                       (i)  has more than 10% of its shareholders
 8                  resident in Illinois;
 9                       (ii)  has  more  than  10%  of  its shares
10                  owned by Illinois residents; or
11                       (iii)  has 2,000 shareholders resident  in
12                  Illinois.
13             The residence of a shareholder is presumed to be the
14        address  appearing  in  the  records  of the corporation.
15        Shares held by banks  (except  as  trustee,  executor  or
16        guardian), securities dealers or nominees are disregarded
17        for  purposes  of calculating the percentages and numbers
18        in this paragraph (5).
19             (6)  "Interested  shareholder"  means   any   person
20        (other  than  the  corporation and any direct or indirect
21        majority-owned subsidiary of the corporation) that (i) is
22        the owner of 15% or more of the outstanding voting shares
23        of the corporation, or (ii) is an affiliate or  associate
24        of  the  corporation  and was the owner of 15% or more of
25        the outstanding voting shares of the corporation  at  any
26        time  within  the  3 year period immediately prior to the
27        date on which it is sought to be determined whether  such
28        person  is  an interested shareholder; and the affiliates
29        and associates of such person,  provided,  however,  that
30        the  term  "interested shareholder" shall not include (x)
31        any person who (A) owned shares  in  excess  of  the  15%
32        limitation  set  forth  herein  as  of,  or acquired such
33        shares pursuant to a tender offer commenced prior to  the
34        effective date of this amendatory Act of 1989 or pursuant
 
SB1506 Engrossed            -25-     LRB093 03499 DRJ 11091 b
 1        to  an  exchange  offer  announced prior to the aforesaid
 2        date and commenced within 90 days thereafter  and  either
 3        (I)  continued  to  own  shares  in  excess  of  such 15%
 4        limitation  or  would  have  but  for   action   by   the
 5        corporation  or  (II) is an affiliate or associate of the
 6        corporation and so continued (or so would have  continued
 7        but for action by the corporation) to be the owner of 15%
 8        or   more   of  the  outstanding  voting  shares  of  the
 9        corporation  at  any  time  within  the   3-year   period
10        immediately prior to the date on which it is sought to be
11        determined   whether  such  a  person  is  an  interested
12        shareholder or (B) acquired said  shares  from  a  person
13        described  in  (A)  above  by  gift,  inheritance or in a
14        transaction in which no consideration was  exchanged;  or
15        (y) any person whose ownership of shares in excess of the
16        15%  limitation  set forth herein is the result of action
17        taken solely  by  the  corporation,  provided  that  such
18        person  shall  be an interested shareholder if thereafter
19        such person acquires additional shares of  voting  shares
20        of  the  corporation,  except  as  a  result  of  further
21        corporate  action  not caused, directly or indirectly, by
22        such person.  For the purpose of  determining  whether  a
23        person is an interested shareholder, the voting shares of
24        the  corporation  deemed  to be outstanding shall include
25        shares  deemed  to  be  owned  by  the   person   through
26        application  of paragraph (9) (8) of this subsection, but
27        shall not include  any  other  unissued  shares  of  such
28        corporation   which  may  be  issuable  pursuant  to  any
29        agreement, arrangement or understanding, or upon exercise
30        of conversion rights, warrants or options, or otherwise.
31             (7)  "Person"  means  any  individual,  corporation,
32        partnership, unincorporated association or other entity.
33             (7.5)  "Shares"   means,   with   respect   to   any
34        corporation, capital stock and, with respect to any other
 
SB1506 Engrossed            -26-     LRB093 03499 DRJ 11091 b
 1        entity, any equity interest.
 2             (8)  "Voting shares"  means,  with  respect  to  any
 3        corporation,  shares  of  any class or series entitled to
 4        vote generally in the election  of  directors  and,  with
 5        respect  to  any  entity  that  is not a corporation, any
 6        equity  interest  entitled  to  vote  generally  in   its
 7        election of the governing body of the entity.
 8             (9)  "Owner"  including  the terms "own" and "owned"
 9        when used with respect to any shares means a person  that
10        individually  or with or through any of its affiliates or
11        associates:
12                  (A)  beneficially owns such shares, directly or
13             indirectly; or
14                  (B)  has (i) the right to acquire  such  shares
15             (whether  such  right  is exercisable immediately or
16             only after the passage  of  time)  pursuant  to  any
17             agreement, arrangement or understanding, or upon the
18             exercise  of  conversion  rights,  exchange  rights,
19             warrants   or   options,   or  otherwise;  provided,
20             however, that a person shall not be deemed the owner
21             of shares tendered pursuant to a tender or  exchange
22             offer  made  by  such person or any of such person's
23             affiliates or associates until such tendered  shares
24             is  accepted  for  purchase or exchange; or (ii) the
25             right to vote such shares pursuant to any agreement,
26             arrangement  or  understanding;  provided,  however,
27             that a person shall not be deemed the owner  of  any
28             shares  because  of such person's right to vote such
29             shares   if   the    agreement,    arrangement    or
30             understanding to vote such shares arises solely from
31             a  revocable proxy or consent given in response to a
32             proxy or consent solicitation made  to  10  or  more
33             persons; or
34                  (C)  has    any   agreement,   arrangement   or
 
SB1506 Engrossed            -27-     LRB093 03499 DRJ 11091 b
 1             understanding for the purpose of acquiring, holding,
 2             voting (except voting pursuant to a revocable  proxy
 3             or   consent   as   described   in  clause  (ii)  of
 4             subparagraph (B) of this paragraph), or disposing of
 5             such shares with any other person that  beneficially
 6             owns, or whose affiliates or associates beneficially
 7             own, directly or indirectly, such shares.
 8        (d)  No  provision  of  a certificate of incorporation or
 9    by-law shall require, for any vote of  shareholders  required
10    by  this  Section  a  greater  vote of shareholders than that
11    specified in this Section.
12        (e)  The provisions of this Section 11.75  are  severable
13    and any provision held invalid shall not affect or impair any
14    of the remaining provisions of this Section.
15    (Source: P.A. 90-461, eff. 1-1-98.)

16        (805 ILCS 5/12.35) (from Ch. 32, par. 12.35)
17        Sec. 12.35.  Grounds for administrative dissolution.  The
18    Secretary    of    State   may   dissolve   any   corporation
19    administratively if:
20        (a)  It has failed to file its  annual  report  or  final
21    transition  annual  report  and  pay  its  franchise  tax  as
22    required  by this Act before the first day of the anniversary
23    month or, in the case of a corporation which has  established
24    an  extended  filing  month, the extended filing month of the
25    corporation of the year in which such annual  report  becomes
26    due and such franchise tax becomes payable;
27        (b)  it has failed to file in the office of the Secretary
28    of  State  any  report  after  the  expiration  of the period
29    prescribed in this Act for filing such report;
30        (c)  it has failed to pay any fees, franchise  taxes,  or
31    charges prescribed by this Act;
32        (d)  it  has  misrepresented  any  material matter in any
33    application, report, affidavit, or other  document  filed  by
 
SB1506 Engrossed            -28-     LRB093 03499 DRJ 11091 b
 1    the corporation pursuant to this Act; or
 2        (e)  it  has  failed to appoint and maintain a registered
 3    agent in this State;.
 4        (f)  it has tendered payment to the  Secretary  of  State
 5    which  is  returned  due  to  insufficient  funds,  a  closed
 6    account,  or for any other reason, and acceptable payment has
 7    not been subsequently tendered;
 8        (g)  upon the failure of an officer or director  to  whom
 9    interrogatories  have  been  propounded  by  the Secretary of
10    State as provided in this Act, to answer the same  fully  and
11    to  file such answer in the office of the Secretary of State;
12    or
13        (h)  if the answer to such interrogatories discloses,  or
14    if  the fact is otherwise ascertained, that the proportion of
15    the  sum  of  the  paid-in  capital   of   such   corporation
16    represented in this State is greater than the amount on which
17    such  corporation  has  theretofore  paid  fees and franchise
18    taxes, and the deficiency therein is not paid.
19    (Source: P.A. 92-33, eff. 7-1-01.)

20        (805 ILCS 5/12.40) (from Ch. 32, par. 12.40)
21        Sec. 12.40.  Procedure  for  administrative  dissolution.
22    (a)  After the Secretary of State determines that one or more
23    grounds exist under  Section  12.35  for  the  administrative
24    dissolution of a corporation, he or she shall send by regular
25    mail  to  each delinquent corporation a Notice of Delinquency
26    to its registered office, or, if the corporation  has  failed
27    to  maintain  a  registered  office, then to the president or
28    other principal officer at the  last  known  office  of  said
29    officer.
30        (b)  If  the  corporation  does  not  correct the default
31    described in paragraphs (a)  through  (e)  of  Section  12.35
32    within  90 days following such notice, the Secretary of State
33    shall  thereupon  dissolve  the  corporation  by  issuing   a
 
SB1506 Engrossed            -29-     LRB093 03499 DRJ 11091 b
 1    certificate of dissolution that recites the ground or grounds
 2    for  dissolution  and  its effective date. If the corporation
 3    does not correct the  default  described  in  paragraphs  (f)
 4    through  (h)  of Section 12.35, within 30 days following such
 5    notice, the Secretary of State shall thereupon  dissolve  the
 6    corporation by issuing a certificate of dissolution as herein
 7    prescribed. The Secretary of State shall file the original of
 8    the  certificate  in  his or her office, mail one copy to the
 9    corporation at its registered office or, if  the  corporation
10    has  failed  to  maintain  a  registered  office, then to the
11    president or other principal officer at the last known office
12    of said officer, and file one copy for record in  the  office
13    of  the recorder of the county in which the registered office
14    of the corporation in this State is situated, to be  recorded
15    by  such  recorder.  The recorder shall submit for payment to
16    the Secretary of State, on a quarterly basis, the  amount  of
17    filing fees incurred.
18        (c)  The  administrative  dissolution  of  a  corporation
19    terminates  its  corporate  existence  and  such  a dissolved
20    corporation shall  not  thereafter  carry  on  any  business,
21    provided  however, that such a dissolved corporation may take
22    all action authorized under Section  12.75  or  necessary  to
23    wind  up and liquidate its business and affairs under Section
24    12.30.
25    (Source: P.A. 84-924.)

26        (805 ILCS 5/13.40) (from Ch. 32, par. 13.40)
27        Sec. 13.40.  Amended certificate of authority. A  foreign
28    corporation  authorized  to  transact  business in this State
29    shall secure amended authority to  do  so  in  the  event  it
30    changes  its  corporate  name,  changes  the  duration of its
31    corporate existence, or desires to pursue in this State other
32    or additional purposes than those  set  forth  in  its  prior
33    application  for authority, by making application therefor to
 
SB1506 Engrossed            -30-     LRB093 03499 DRJ 11091 b
 1    the Secretary of State.
 2        The application shall set forth:
 3             (1)  The name of the corporation, with any additions
 4        required in order to comply with  Section  4.05  of  this
 5        Act, together with the state or country under the laws of
 6        which it is organized.
 7             (2)  The change to be effected.
 8    (Source: P.A. 92-33, eff. 7-1-01.)

 9        (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
10        Sec.   13.45.  Withdrawal   of  foreign  corporation.   A
11    foreign corporation authorized to transact business  in  this
12    State  may  withdraw  from  this  State  upon filing with the
13    Secretary of State an application for withdrawal.   In  order
14    to  procure  such  withdrawal,  the foreign corporation shall
15    either:
16             (a)  execute and file in  duplicate,  in  accordance
17        with  Section  1.10  of  this  Act,  an  application  for
18        withdrawal and a final report, which shall set forth:
19                  (1)  that  no  proportion  of its issued shares
20             is, on the date of the application,  represented  by
21             business  transacted  or  property  located  in this
22             State;
23                  (2)  that  it  surrenders  its   authority   to
24             transact business in this State;
25                  (3)  that  it  revokes  the  authority  of  its
26             registered  agent in this State to accept service of
27             process and consents that service of process in  any
28             suit,  action, or proceeding based upon any cause of
29             action arising in this State  during  the  time  the
30             corporation  was  licensed  to  transact business in
31             this State may thereafter be made on the corporation
32             by service on the Secretary of State;
33                  (4)  a post-office  address  to  which  may  be
 
SB1506 Engrossed            -31-     LRB093 03499 DRJ 11091 b
 1             mailed a copy of any process against the corporation
 2             that may be served on the Secretary of State;
 3                  (5)  the  name of the corporation and the state
 4             or country under the laws of which it is organized;
 5                  (6)  a statement of  the  aggregate  number  of
 6             issued   shares   of  the  corporation  itemized  by
 7             classes, and series, if any, within a class,  as  of
 8             the date of the final report;
 9                  (7)  a  statement  of  the  amount  of  paid-in
10             capital  of  the  corporation  as of the date of the
11             final report; and
12                  (8)  such  additional  information  as  may  be
13             necessary or appropriate  in  order  to  enable  the
14             Secretary  of  State  to  determine  and  assess any
15             unpaid  fees  or  franchise  taxes  payable  by  the
16             foreign corporation as prescribed in this Act; or
17             (b)  if it has been dissolved, file a  copy  of  the
18        articles  of dissolution duly authenticated by the proper
19        officer of the state or country under the laws  of  which
20        the corporation was organized; or.
21             (c)  if  it has been the non-survivor of a statutory
22        merger  and  the  surviving  corporation  was  a  foreign
23        corporation which had not obtained authority to  transact
24        business  in  this  State, file a copy of the articles of
25        merger duly authenticated by the proper  officer  of  the
26        state  or country under the laws of which the corporation
27        was organized.
28        The application for withdrawal and the final report shall
29    be made on forms prescribed and furnished by the Secretary of
30    State.
31        When the corporation has complied with subsection (a)  of
32    this   Section,   the  Secretary  of  State  shall  file  the
33    application for withdrawal and mail a copy of the application
34    to the corporation or its representative.  If the  provisions
 
SB1506 Engrossed            -32-     LRB093 03499 DRJ 11091 b
 1    of  subsection  (b)  of  this Section have been followed, the
 2    Secretary of State shall file the copy  of  the  articles  of
 3    dissolution in his or her office.
 4        Upon the filing of the application for withdrawal or copy
 5    of   the  articles  of  dissolution,  the  authority  of  the
 6    corporation to transact business in this State shall cease.
 7    (Source: P.A.  91-464,  eff.  1-1-00;  92-16,  eff.  6-28-01;
 8    92-33, eff. 7-1-01.)

 9        (805 ILCS 5/13.50) (from Ch. 32, par. 13.50)
10        Sec.  13.50.  Grounds  for  revocation  of authority. The
11    authority of a foreign corporation to  transact  business  in
12    this State may be revoked by the Secretary of State:
13        (a)  Upon  the  failure of an officer or director to whom
14    interrogatories have been  propounded  by  the  Secretary  of
15    State  as  provided in this Act, to answer the same fully and
16    to file such answer in the office of the Secretary of State.
17        (b)  If the answer to such interrogatories discloses,  or
18    if  the fact is otherwise ascertained, that the proportion of
19    the  sum  of  the  paid-in  capital   of   such   corporation
20    represented in this State is greater than the amount on which
21    such  corporation  has  theretofore  paid  fees and franchise
22    taxes, and the deficiency therein is not paid.
23        (c)  If the corporation for a  period  of  one  year  has
24    transacted  no  business  and has had no tangible property in
25    this State as revealed by its annual reports.
26        (d)  Upon the failure of the corporation to keep on  file
27    in  the  office  of the Secretary of State duly authenticated
28    copies of each amendment to its articles of incorporation.
29        (e)  Upon the failure of the corporation to  appoint  and
30    maintain a registered agent in this State.
31        (f)  Upon  the  failure  of  the  corporation to file for
32    record in the office of the recorder of the county  in  which
33    its   registered  office  is  situated,  any  appointment  of
 
SB1506 Engrossed            -33-     LRB093 03499 DRJ 11091 b
 1    registered agent.
 2        (g)  Upon the failure of  the  corporation  to  file  any
 3    report after the period prescribed by this Act for the filing
 4    of such report.
 5        (h)  Upon the failure of the corporation to pay any fees,
 6    franchise taxes, or charges prescribed by this Act.
 7        (i)  For  misrepresentation of any material matter in any
 8    application, report, affidavit, or other  document  filed  by
 9    such corporation pursuant to this Act.
10        (j)  Upon  the  failure  of  the corporation to renew its
11    assumed name or to apply to change its assumed name  pursuant
12    to  the provisions of this Act, when the corporation can only
13    transact business within this State under its assumed name in
14    accordance with the provisions of Section 4.05 of this Act.
15        (k)  When under the provisions of the "Consumer Fraud and
16    Deceptive Business Practices Act" a court has found that  the
17    corporation substantially and willfully violated such Act.
18        (l)  Upon  tender  of  payment  to the Secretary of State
19    which is subsequently returned due to insufficient  funds,  a
20    closed  account,  or any other reason, and acceptable payment
21    has not been subsequently tendered.
22    (Source: P.A. 92-33, eff. 7-1-01.)

23        (805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
24        Sec. 13.55.  Procedure for revocation of authority.
25        (a)  After the Secretary of State determines that one  or
26    more  grounds exist under Section 13.50 for the revocation of
27    authority of a foreign corporation, he or she shall  send  by
28    regular  mail  to  each  delinquent  corporation  a Notice of
29    Delinquency to its registered office, or, if the  corporation
30    has  failed  to  maintain  a  registered  office, then to the
31    president or other principal officer at the last known office
32    of said officer.
33        (b)  If the corporation  does  not  correct  the  default
 
SB1506 Engrossed            -34-     LRB093 03499 DRJ 11091 b
 1    described  in  paragraphs  (c)  through  (k) of Section 13.50
 2    within 90 days following such notice, the Secretary of  State
 3    shall  thereupon  revoke  the authority of the corporation by
 4    issuing a certificate of revocation that recites the  grounds
 5    for  revocation  and  its  effective date. If the corporation
 6    does not correct the default described in paragraph (a), (b),
 7    or (l) of  Section  13.50,  within  30  days  following  such
 8    notice,  the  Secretary  of  State shall thereupon revoke the
 9    authority of the corporation  by  issuing  a  certificate  of
10    revocation as herein prescribed. The Secretary of State shall
11    file  the  original  of the certificate in his or her office,
12    mail one copy to the corporation  at  its  registered  office
13    or,  if  the  corporation has failed to maintain a registered
14    office, then to the president or other principal  officer  at
15    the  last known office of said officer, and file one copy for
16    record in the office of the recorder of the county  in  which
17    the  registered  office  of  the corporation in this State is
18    situated, to be recorded by such recorder. The recorder shall
19    submit for payment to the Secretary of State, on a  quarterly
20    basis, the amount of filing fees incurred.
21        (c)  Upon  the issuance of the certificate of revocation,
22    the authority of the corporation to transact business in this
23    State shall cease and  such  revoked  corporation  shall  not
24    thereafter carry on any business in this State.
25    (Source: P.A. 92-33, eff. 7-1-01.)

26        (805 ILCS 5/13.75)
27        Sec.    13.75.  Activities   that   do   not   constitute
28    transacting business.   Without  excluding  other  activities
29    that  may  not  constitute  doing  business  in this State, a
30    foreign corporation shall not be considered to be transacting
31    business in this State, for purposes of this Article  13,  by
32    reason  of  carrying  on in this State any one or more of the
33    following activities:
 
SB1506 Engrossed            -35-     LRB093 03499 DRJ 11091 b
 1             (1)  maintaining,   defending,   or   settling   any
 2        proceeding;
 3             (2)  holding meetings of the board of  directors  or
 4        shareholders  or  carrying on other activities concerning
 5        internal corporate affairs;
 6             (3)  maintaining bank accounts;
 7             (4)  maintaining  offices  or   agencies   for   the
 8        transfer, exchange, and registration of the corporation's
 9        own  securities  or  maintaining trustees or depositaries
10        with respect to those securities;
11             (5)  selling through independent contractors;
12             (6)  soliciting or obtaining orders, whether by mail
13        or through employees or agents or  otherwise,  if  orders
14        require  acceptance outside this State before they become
15        contracts;
16             (7)  (blank)  creating  or  acquiring  indebtedness,
17        mortgages, and security interests  in  real  or  personal
18        property;
19             (8)  (blank)   securing   or   collecting  debts  or
20        enforcing mortgages and security  interests  in  property
21        securing the debts;
22             (9)  owning,   without   more,   real   or  personal
23        property;
24             (10)  conducting an  isolated  transaction  that  is
25        completed  within  120  days  and  that is not one in the
26        course of repeated transactions of a like nature; or
27             (11)  having a corporate officer or director who  is
28        a resident of this State.
29    (Source: P.A. 90-421, eff. 1-1-98.)

30        (805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
31        Sec.   14.05.  Annual   report  of  domestic  or  foreign
32    corporation. Each domestic corporation  organized  under  any
33    general  law  or  special  act  of this State authorizing the
 
SB1506 Engrossed            -36-     LRB093 03499 DRJ 11091 b
 1    corporation   to   issue   shares,   other   than   homestead
 2    associations,  building  and  loan  associations,  banks  and
 3    insurance companies (which includes a  syndicate  or  limited
 4    syndicate  regulated  under  Article  V  1/2  of the Illinois
 5    Insurance Code or member of a group of underwriters regulated
 6    under Article V of that Code), and each  foreign  corporation
 7    (except  members  of  a group of underwriters regulated under
 8    Article V of  the  Illinois  Insurance  Code)  authorized  to
 9    transact  business in this State, shall file, within the time
10    prescribed by this Act, an annual report setting forth:
11             (a)  The name of the corporation.
12             (b)  The address, including street  and  number,  or
13        rural  route  number,  of  its  registered office in this
14        State, and the name  of  its  registered  agent  at  that
15        address  and  a  statement  of  change  of its registered
16        office or registered agent, or both, if any.
17             (c)  The address, including street  and  number,  or
18        rural route number, of its principal office.
19             (d)  The  names  and  respective business addresses,
20        including street and number, or rural  route  number,  of
21        its directors and officers.
22             (e)  A  statement  of the aggregate number of shares
23        which the corporation has authority to issue, itemized by
24        classes and series, if any, within a class.
25             (f)  A statement of the aggregate number  of  issued
26        shares, itemized by classes, and series, if any, within a
27        class.
28             (g)  A  statement,  expressed  in  dollars,  of  the
29        amount  of  paid-in capital of the corporation as defined
30        in this Act.
31             (h)  Either a statement that (1) all the property of
32        the corporation is located in this State and all  of  its
33        business  is  transacted at or from places of business in
34        this State, or the corporation elects to pay  the  annual
 
SB1506 Engrossed            -37-     LRB093 03499 DRJ 11091 b
 1        franchise tax on the basis of its entire paid-in capital,
 2        or (2) a statement, expressed in dollars, of the value of
 3        all  the  property  owned  by  the  corporation, wherever
 4        located, and the value of  the  property  located  within
 5        this State, and a statement, expressed in dollars, of the
 6        gross  amount  of  business transacted by the corporation
 7        and  the  gross  amount   thereof   transacted   by   the
 8        corporation  at  or from places of business in this State
 9        as of the close of its  fiscal  year  on  or  immediately
10        preceding  the  last  day of the third month prior to the
11        anniversary month or in the case of a  corporation  which
12        has established an extended filing month, as of the close
13        of  its  fiscal year on or immediately preceding the last
14        day of the third  month  prior  to  the  extended  filing
15        month;  however,  in  the  case of a domestic corporation
16        that  has  not  completed  its  first  fiscal  year,  the
17        statement with respect to property owned shall be  as  of
18        the last day of the third month preceding the anniversary
19        month   and   the  statement  with  respect  to  business
20        transacted shall be furnished for the period between  the
21        date of incorporation and the last day of the third month
22        preceding  the  anniversary  month.   In  the  case  of a
23        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
27        property  owned  shall be as of the last day of the third
28        month preceding the anniversary month and  the  statement
29        with  respect  to  business transacted shall be furnished
30        for the period between the date of its  authorization  to
31        transact  business  in this State and the last day of the
32        third month preceding the anniversary month. If the  data
33        referenced   in  item  (2)  of  this  subsection  is  not
34        completed, the franchise tax provided  for  in  this  Act
 
SB1506 Engrossed            -38-     LRB093 03499 DRJ 11091 b
 1        shall  be  computed  on  the  basis of the entire paid-in
 2        capital.
 3             (i)  A statement, including the basis  therefor,  of
 4        status  as  a  "minority  owned business" or as a "female
 5        owned  business"  as  those  terms  are  defined  in  the
 6        Business Enterprise for Minorities, Females, and  Persons
 7        with Disabilities Act.
 8             (j)  Additional  information  as may be necessary or
 9        appropriate in order to enable the Secretary of State  to
10        administer  this  Act  and to verify the proper amount of
11        fees and franchise taxes payable by the corporation.
12        The annual report shall be made on forms  prescribed  and
13    furnished  by  the  Secretary  of  State, and the information
14    therein  required  by  paragraphs  (a)  through   (d),   both
15    inclusive,  of this Section, shall be given as of the date of
16    the execution  of  the  annual  report  and  the  information
17    therein  required  by  paragraphs  (e),  (f)  and (g) of this
18    Section shall be given as of the last day of the third  month
19    preceding  the anniversary month, except that the information
20    required by paragraphs (e), (f) and (g) shall, in the case of
21    a corporation which has established an extended filing month,
22    be given in its  final  transition  annual  report  and  each
23    subsequent  annual  report as of the close of its fiscal year
24    immediately preceding its extended filing month.  It shall be
25    executed   by   the   corporation   by   its   president,   a
26    vice-president, secretary, assistant secretary, treasurer  or
27    other  officer  duly  authorized by the board of directors of
28    the corporation to execute those reports, and verified by him
29    or her, or, if the corporation is in the hands of a  receiver
30    or trustee, it shall be executed on behalf of the corporation
31    and verified by the receiver or trustee.
32    (Source:  P.A.  91-593,  eff.  8-14-99;  92-16, eff. 6-28-01;
33    92-33, eff. 7-1-01.)
 
SB1506 Engrossed            -39-     LRB093 03499 DRJ 11091 b
 1        (805 ILCS 5/15.05) (from Ch. 32, par. 15.05)
 2        Sec. 15.05.  Fees, franchise taxes,  and  charges  to  be
 3    collected by Secretary of State.
 4        The  Secretary  of  State  shall  charge  and  collect in
 5    accordance with the provisions of this Act:
 6        (a)  Fees for filing documents and issuing certificates.
 7        (b)  License fees.
 8        (c)  Franchise taxes.
 9        (d)  Miscellaneous charges.
10        (e)  Fees for filing annual reports.
11    (Source: P.A. 83-1025.)

12        (805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
13        Sec. 15.10.  Fees for filing documents. The Secretary  of
14    State shall charge and collect for:
15        (a)  Filing articles of incorporation, $75.
16        (b)  Filing   articles  of  amendment,  $25,  unless  the
17    amendment is a restatement of the articles of  incorporation,
18    in which case the fee shall be $100.
19        (c)  Filing  articles  of  merger or consolidation, $100,
20    but if the merger  or  consolidation  involves  more  than  2
21    corporations, $50 for each additional corporation.
22        (d)  Filing articles of share exchange, $100.
23        (e)  Filing articles of dissolution, $5.
24        (f)  Filing application to reserve a corporate name, $25.
25        (g)  Filing  a notice of transfer of a reserved corporate
26    name, $25.
27        (h)  Filing statement of change of address of  registered
28    office  or change of registered agent, or both, if other than
29    on an annual report, $5.
30        (i)  Filing statement of the establishment of a series of
31    shares, $25.
32        (j)  Filing an application of a foreign  corporation  for
33    authority to transact business in this State, $75.
 
SB1506 Engrossed            -40-     LRB093 03499 DRJ 11091 b
 1        (k)  Filing  an  application of a foreign corporation for
 2    amended authority to transact business in this State, $25.
 3        (l)  Filing a  copy  of  amendment  to  the  articles  of
 4    incorporation  of  a foreign corporation holding authority to
 5    transact business in this State, $25, unless the amendment is
 6    a restatement of the articles of incorporation, in which case
 7    the fee shall be $100.
 8        (m)  Filing a copy of articles of  merger  of  a  foreign
 9    corporation  holding  a  certificate of authority to transact
10    business in this State, $100, but if the merger involves more
11    than 2 corporations, $50 for each additional corporation.
12        (n)  Filing  an  application  for  withdrawal  and  final
13    report or a copy of articles  of  dissolution  of  a  foreign
14    corporation, $25.
15        (o)  Filing  an  annual report, interim annual report, or
16    final transition annual  report  of  a  domestic  or  foreign
17    corporation, $25.
18        (p)  Filing   an   application  for  reinstatement  of  a
19    domestic or a foreign corporation, $100.
20        (q)  Filing  an  application  for  use  of   an   assumed
21    corporate  name, $150 for each year or part thereof ending in
22    0 or 5, $120 for each year or part thereof ending in 1 or  6,
23    $90  for  each year or part thereof ending in 2 or 7, $60 for
24    each year or part thereof ending in 3 or 8, $30 for each year
25    or part thereof ending in 4 or 9, between the date of  filing
26    the  application  and  the date of the renewal of the assumed
27    corporate name; and a renewal fee for each assumed  corporate
28    name, $150.
29        (r)  To  change  an assumed corporate name for the period
30    remaining until the renewal  date  of  the  original  assumed
31    name, $25.
32        (s)  Filing an application for cancellation of an assumed
33    corporate name, $5.
34        (t)  Filing an application to register the corporate name
 
SB1506 Engrossed            -41-     LRB093 03499 DRJ 11091 b
 1    of  a foreign corporation, $50; and an annual renewal fee for
 2    the registered name, $50.
 3        (u)  Filing  an  application  for   cancellation   of   a
 4    registered name of a foreign corporation, $25.
 5        (v)  Filing a statement of correction, $25.
 6        (w)  Filing a petition for refund or adjustment, $5.
 7        (x)  Filing a statement of election of an extended filing
 8    month, $25.
 9        (y)  Filing any other statement or report, $5.
10    (Source: P.A. 92-33, eff. 7-1-01.)

11        (805 ILCS 5/15.80) (from Ch. 32, par. 15.80)
12        Sec.   15.80.  Computation   and   collection  of  annual
13    franchise taxes - proceeding for dissolution or revocation if
14    not paid.
15        (a)  It shall be the duty of the Secretary  of  State  to
16    collect  all  annual  franchise  taxes,  and  penalties,  and
17    interest imposed by or payable in accordance with this Act.
18        (b)  During the calendar year 1983, each corporation must
19    pay its annual franchise tax within 60 days preceding July 1,
20    1983,  for  the  taxable  year beginning July 1, 1983 to each
21    corporation's anniversary month in 1984;  thereafter,  within
22    60  days  prior to the first day of the anniversary month or,
23    in cases where a  corporation  has  established  an  extended
24    filing  month,  the  extended  filing  month  each  year  the
25    Secretary  of  State  shall  collect  from  each corporation,
26    domestic or foreign, required to file  an  annual  report  in
27    such year, the franchise tax payable by it for the 12 months'
28    period  commencing  on the first day of the anniversary month
29    or, in cases where a corporation has established an  extended
30    filing  month,  the extended filing month of such year or, in
31    the case of a corporation which  has  filed  a  statement  of
32    election  of  an  extended  filing  date,  the interim period
33    resulting  therefrom  in  accordance   with   the   foregoing
 
SB1506 Engrossed            -42-     LRB093 03499 DRJ 11091 b
 1    provisions;  and,  if it has failed to file its annual report
 2    and pay its franchise tax within the time prescribed by  this
 3    Act,  the  penalties and interest will be imposed pursuant to
 4    this Act upon such corporation for its failure so to do;  and
 5    the  Secretary  of  State shall mail a written notice to each
 6    corporation against which such tax is payable,  addressed  to
 7    such  corporation  at  its  registered  office in this State,
 8    notifying the corporation: (1) of the amount of franchise tax
 9    payable for the taxable year and the amount of penalties  and
10    interest  due  for  failure to file its annual report and pay
11    its franchise tax; and (2) that such tax  and  penalties  and
12    interest  shall be payable to the Secretary of State. Failure
13    to receive such notice shall not relieve the  corporation  of
14    its  obligation  to  pay  the  tax  and any penalties and any
15    interest due or invalidate the validity thereof.
16        (c)  All annual franchise  taxes  for  the  taxable  year
17    commencing  on  July 1, 1983 to the anniversary month of each
18    corporation in 1984 shall be due and payable by July 1, 1983.
19    Beginning with January 1984, all annual  reports,  fees,  and
20    franchise  taxes  shall be due and payable prior to the first
21    day of the anniversary month or, in the case of a corporation
22    which has established an extended filing month subsequent  to
23    January   1,   1991,   the  extended  filing  month  of  each
24    corporation each year. If the annual franchise tax  due  from
25    any  corporation  subject  to  the  provisions  of  this  Act
26    together  with  all  penalties  and interest imposed thereon,
27    shall not be paid to the Secretary of State before  the  date
28    of  the  year  in  which  such  tax  is  due and payable, the
29    Secretary of State shall proceed under Section 12.40 of  this
30    Act  for  the  dissolution of a domestic corporation or under
31    Section 13.55 for revocation of a foreign corporation.
32        (d)  For the purpose of enforcing collection, all  annual
33    franchise  taxes payable in accordance with this Act, and all
34    penalties due thereon and all interest and costs  that  shall
 
SB1506 Engrossed            -43-     LRB093 03499 DRJ 11091 b
 1    accrue  in connection with the collection thereof, shall be a
 2    prior and first lien on the real and personal property of the
 3    corporation from and including the date of the year when such
 4    franchise taxes become due  and  payable  until  such  taxes,
 5    penalties, interest, and costs shall have been paid.
 6    (Source: P.A. 91-464, eff. 1-1-00.)

 7        (805 ILCS 5/15.95) (from Ch. 32, par. 15.95)
 8        Sec.  15.95.  Department  of  Business  Services  Special
 9    Operations Fund.
10        (a)  A  special  fund  in the State treasury known as the
11    Division of Corporations Special Operations Fund  is  renamed
12    the  Department of Business Services Special Operations Fund.
13    Moneys  deposited   into   the   Fund   shall,   subject   to
14    appropriation, be used by the Department of Business Services
15    of   the  Office  of  the  Secretary  of  State,  hereinafter
16    "Department",  to  create  and  maintain  the  capability  to
17    perform expedited services in response  to  special  requests
18    made  by  the public for same day or 24 hour service.  Moneys
19    deposited into the Fund shall be used for,  but  not  limited
20    to,  expenditures  for  personal services, retirement, social
21    security, contractual services,  equipment,  electronic  data
22    processing, and telecommunications.
23        (b)  The  balance  in  the  Fund at the end of any fiscal
24    year shall not exceed  $400,000  and  any  amount  in  excess
25    thereof shall be transferred to the General Revenue Fund.
26        (c)  All  fees  payable  to  the Secretary of State under
27    this Section shall be deposited into the Fund.  No other fees
28    or taxes collected under this Act shall be deposited into the
29    Fund.
30        (d)  "Expedited services" means services rendered  within
31    the  same  day, or within 24 hours from the time, the request
32    therefor  is  submitted  by  the  filer,  law  firm,  service
33    company,  or  messenger  physically  in  person  or,  at  the
 
SB1506 Engrossed            -44-     LRB093 03499 DRJ 11091 b
 1    Secretary of State's discretion, by electronic means, to  the
 2    Department's  Springfield  Office  and  includes requests for
 3    certified  copies,  photocopies,  and  certificates  of  good
 4    standing or fact made to the Department's Springfield  Office
 5    in  person  or  by telephone, or requests for certificates of
 6    good standing or fact made in person or by telephone  to  the
 7    Department's Chicago Office.
 8        (e)  Fees for expedited services shall be as follows:
 9        Restatement of articles, $100;
10        Merger, consolidation or exchange, $100;
11        Articles of incorporation, $50;
12        Articles of amendment, $50;
13        Revocation of dissolution, $50;
14        Reinstatement, $50;
15        Application for authority, $50;
16        Cumulative  report of changes in issued shares or paid-in
17    capital, $50;
18        Report following merger or consolidation, $50;
19        Certificate of good standing or fact, $10;
20        All other filings, copies of  documents,  annual  reports
21    filed  on or after January 1, 1984 for the 3 preceding years,
22    and copies of documents of dissolved or revoked  corporations
23    having a file number over 5199, $25.
24        (f)  Expedited  services  shall  not  be  available for a
25    statement of correction, a petition for refund or adjustment,
26    or a request involving more  than  3  year's  annual  reports
27    filed   before   January   1,  1984  or  involving  dissolved
28    corporations with a file number below 5200.
29    (Source: P.A. 91-463, eff. 1-1-00; 92-33, eff. 7-1-01.)

30        (805 ILCS 5/15.97) (from Ch. 32, par. 15.97)
31        Sec. 15.97.  Corporate Franchise Tax Refund Fund.
32        (a)  Beginning July 1, 1993, a percentage of the  amounts
33    collected  under  Sections  15.35, 15.45, 15.65, and 15.75 of
 
SB1506 Engrossed            -45-     LRB093 03499 DRJ 11091 b
 1    this Act shall be deposited into the Corporate Franchise  Tax
 2    Refund  Fund,  a  special  Fund  hereby  created in the State
 3    treasury.  From July 1, 1993, until December 31, 1994,  there
 4    shall  be  deposited into the Fund 3% of the amounts received
 5    under those Sections.  Beginning January  1,  1995,  and  for
 6    each  fiscal  year  beginning  thereafter,  2% of the amounts
 7    collected under those Sections during  the  preceding  fiscal
 8    year shall be deposited into the Fund.
 9        (b)  Beginning  July 1, 1993, moneys in the Fund shall be
10    expended  exclusively  for  the  purpose  of  paying  refunds
11    payable because of overpayment of franchise taxes, penalties,
12    or interest under Sections 13.70, 15.35,  15.45,  15.65,  and
13    15.75,  and 16.05 of this Act and making transfers authorized
14    under  this  Section.   Refunds  in   accordance   with   the
15    provisions  of  subsections  (f)  and (g) of Section 1.15 and
16    Section 1.17 of this Act may be made from the  Fund  only  to
17    the  extent  that  amounts  collected  under  Sections 15.35,
18    15.45, 15.65, and 15.75 of this Act have  been  deposited  in
19    the  Fund  and  remain  available.   Within a reasonable time
20    after the 30th day of June of each  year,  the  Secretary  of
21    State   shall   direct   and   the  Comptroller  shall  order
22    transferred to the General Revenue Fund all amounts in excess
23    of $100,000 remaining in the fund as of June 30.
24        (c)  This  Act  shall  constitute  an   irrevocable   and
25    continuing  appropriation  from  the  Corporate Franchise Tax
26    Refund Fund for the purpose of paying refunds upon the  order
27    of  the  Secretary of State in accordance with the provisions
28    of this Section.
29    (Source: P.A. 89-570, eff. 7-26-96.)

30        Section 15.  The General Not For Profit  Corporation  Act
31    is  amended  by  changing  Sections  101.15,  102.10, 105.20,
32    111.37, 112.40, 113.40, 113.50, 113.55, 114.05,  115.10,  and
33    115.20 as follows:
 
SB1506 Engrossed            -46-     LRB093 03499 DRJ 11091 b
 1        (805 ILCS 105/101.15) (from Ch. 32, par. 101.15)
 2        Sec. 101.15.  Statement of correction.
 3        (a)  Whenever  any instrument authorized to be filed with
 4    the Secretary of State under any provision of  this  Act  has
 5    been  so  filed  and,  as  of  the date of the action therein
 6    referred to, contains any misstatement of fact, typographical
 7    error, error of transcription or any other error  or  defect,
 8    or  was  defectively or erroneously executed, such instrument
 9    may be corrected by filing, in accordance with Section 101.10
10    of this Act, a statement of correction.
11        (b)  A statement of correction shall set forth:
12             (1)  The  name  or  names  of  the  corporation   or
13        corporations  and  the State or country under the laws of
14        which each is organized.
15             (2)  The title of the instrument being corrected and
16        the date it was filed by the Secretary of State.
17             (3)  The inaccuracy, error or defect to be corrected
18        and the portion of the instrument in corrected form.
19        (c)  A statement of correction shall be executed  in  the
20    same  manner  in  which  the  instrument  being corrected was
21    required to be executed.
22        (d)  The corrected instrument shall be  effective  as  of
23    the date the original instrument was filed.
24        (e)  A statement of correction shall not:
25             (1)  Effect  any  change  or  amendment  of articles
26        which would not in all respects have  complied  with  the
27        requirements of this Act;
28             (2)  Take  the  place  of any document, statement or
29        report otherwise required to be filed by this Act;
30             (3)  Affect  any  right  or  liability  accrued   or
31        incurred  before  such  filing,  except that any right or
32        liability accrued or incurred by reason of the  error  or
33        defect  being  corrected  shall  be  extinguished by such
34        filing  if  the  person  having  such   right   has   not
 
SB1506 Engrossed            -47-     LRB093 03499 DRJ 11091 b
 1        detrimentally relied on the original instrument;
 2             (4)  Alter   the   provisions  of  the  articles  of
 3        incorporation with respect to  the  corporation  name  or
 4        purpose  or  the names and addresses of the incorporators
 5        or initial directors;
 6             (5)  Alter the provisions  of  the  application  for
 7        certificate  of  authority  of a foreign corporation with
 8        respect to the corporation name;
 9             (6)  Alter the  provisions  of  the  application  to
10        adopt or change an assumed corporate name with respect to
11        the assumed corporate name; or
12             (7)  Alter  the  wording of any resolution which was
13        in fact adopted by the  board  of  directors  or  by  the
14        members entitled to vote.
15    (Source: P.A. 91-527, eff. 1-1-00.)

16        (805 ILCS 105/102.10) (from Ch. 32, par. 102.10)
17        Sec. 102.10.  Articles of Incorporation.  The articles of
18    incorporation  shall  be  executed  and filed in duplicate in
19    accordance with Section 101.10 of this Act.
20        (a)  The articles of incorporation must set forth:
21             (1)  A  corporate  name  for  the  corporation  that
22        satisfies the requirements of this Act;
23             (2)  The specific purpose or purposes for which  the
24        corporation   is   organized,  from  among  the  purposes
25        authorized in Section 103.05 of this Act;
26             (3)  The  address  of  the   corporation's   initial
27        registered  office and the name of its initial registered
28        agent at that office;
29             (4)  The name and address of each incorporator;
30             (5)  The number of directors constituting the  first
31        board  of  directors  and  the names and the addresses of
32        each such director;
33             (6)  With respect to any organization a  purpose  of
 
SB1506 Engrossed            -48-     LRB093 03499 DRJ 11091 b
 1        which  is  to  function  as a club, as defined in Section
 2        1-3.24 of "The Liquor Control Act of  1934",  as  now  or
 3        hereafter  amended,  a statement that it will comply with
 4        the State and  local  laws  and  ordinances  relating  to
 5        alcoholic liquors;
 6             (7)  Whether   the   corporation  is  a  condominium
 7        association as established under the Condominium Property
 8        Act, a cooperative housing corporation defined in Section
 9        216 of the Internal Revenue Code of 1954 or  a  homeowner
10        association which administers a common-interest community
11        as defined in subsection (c) of Section 9-102 of the Code
12        of Civil Procedure.
13        (b)  The articles of incorporation may set forth:
14             (1)  Provisions   not  inconsistent  with  law  with
15        respect to:
16                  (i)  Managing and regulating the affairs of the
17             corporation,    including    any    provision    for
18             distribution of assets on final dissolution;
19                  (ii)  Providing that the corporation shall have
20             no members, or shall have one  or  more  classes  of
21             members;
22                  (iii)  Limiting, enlarging or denying the right
23             of  the  members of any class or classes of members,
24             to vote;
25                  (iv)  Defining, limiting,  and  regulating  the
26             rights,  powers  and  duties of the corporation, its
27             officers, directors and members; or
28                  (v)  Superseding any provision of this Act that
29             requires  for  approval  of  corporation  action   a
30             two-thirds  vote  of  members  or  class  of members
31             entitled to vote by specifying any smaller or larger
32             vote requirement not less than  a  majority  of  the
33             votes  which  members  entitled  to vote on a matter
34             shall vote, either in  person  or  by  proxy,  at  a
 
SB1506 Engrossed            -49-     LRB093 03499 DRJ 11091 b
 1             meeting at which there is a quorum.
 2             (2)  Any  provision  that under this Act is required
 3        or  permitted  to  be  set  forth  in  the  articles   of
 4        incorporation or bylaws.
 5        (c)  The articles of incorporation need not set forth any
 6    of the corporate powers enumerated in this Act.
 7        (d)  The  duration  of  a corporation is perpetual unless
 8    otherwise specified in the articles of incorporation.
 9        (e)  When  the  provisions  of  this  Section  have  been
10    complied with, the Secretary of State shall file the articles
11    of incorporation.
12    (Source: P.A. 92-33, eff. 7-1-01.)

13        (805 ILCS 105/105.20) (from Ch. 32, par. 105.20)
14        Sec. 105.20.  Change of Address of Registered Agent.
15        (a)  A registered agent may change  the  address  of  the
16    registered  office  of  the  domestic  corporation  or of the
17    foreign corporation, for which he or she or it is  registered
18    agent,  to another address in this State, by so indicating in
19    the  statement  of  change  on  the  annual  report  of   the
20    corporation  filed  under  Section  114.10  of this Act or by
21    filing, in duplicate, in accordance with  Section  101.10  of
22    this Act a statement setting forth:
23             (1)  the name of the corporation;
24             (2)  the  address,  including  street and number, or
25        rural route number, of its then registered office;
26             (3)  the address, including street  and  number,  or
27        rural  route number, to which the registered office is to
28        be changed;
29             (4)  the name of its registered agent;
30             (5)  that the address of its registered  office  and
31        the  address  of  the  business  office of its registered
32        agent, as changed, will be identical.
33        (b)  Such statement shall be executed by  the  registered
 
SB1506 Engrossed            -50-     LRB093 03499 DRJ 11091 b
 1    agent.
 2        (c)  The change of address of the registered office shall
 3    become  effective  upon  the  filing of such statement by the
 4    Secretary of State.
 5    (Source: P.A. 92-33, eff. 7-1-01.)

 6        (805 ILCS 105/111.37) (from Ch. 32, par. 111.37)
 7        Sec.  111.37.  Merger  or   consolidation   of   domestic
 8    corporations and domestic or foreign corporations for profit.
 9    (a)  One  or  more  domestic  corporations  and  one  or more
10    domestic or foreign corporations for profit  may  merge  into
11    one  of  such domestic corporations or consolidate into a new
12    domestic  corporation,   provided   that   such   merger   or
13    consolidation  is  permitted  by  the  laws  of  the state or
14    country under which each such foreign corporation for  profit
15    is organized.
16        (b)  Each  domestic  corporation  shall  comply  with the
17    provisions  of  this  Act  with  respect  to  the  merger  or
18    consolidation  of  domestic   corporations,   each   domestic
19    corporation  for  profit  shall comply with the provisions of
20    the Business  Corporation  Act  of  1983,  as  amended,  with
21    respect  to  merger or consolidation of domestic corporations
22    for profit, each foreign corporation for profit shall  comply
23    with  the  laws  of  the  State  or country under which it is
24    organized, and each foreign corporation for profit  having  a
25    certificate  of  authority to transact business in this State
26    under the provisions of the Business Corporation Act of 1983,
27    as amended, shall comply with the provisions of such Act with
28    respect to merger or consolidation  of  foreign  corporations
29    for profit.
30        (c)  The plan of merger or consolidation shall set forth,
31    in addition to all matters required by Section 111.05 of this
32    Act,  the  manner  and  basis  of  converting  shares of each
33    merging or consolidating domestic or foreign corporation  for
 
SB1506 Engrossed            -51-     LRB093 03499 DRJ 11091 b
 1    profit into membership or other interests of the surviving or
 2    new  domestic corporation, or into cash, or into property, or
 3    into any combination of the foregoing.
 4        (d)  The effect of a merger or consolidation  under  this
 5    Section  shall  be  the  same  as  in the case of a merger or
 6    consolidation of domestic corporations.
 7    (Source: P.A. 84-1423.)

 8        (805 ILCS 105/112.40) (from Ch. 32, par. 112.40)
 9        Sec. 112.40.  Procedure for  administrative  dissolution.
10    (a)  After the Secretary of State determines that one or more
11    grounds  exist  under  Section  112.35  of  this  Act for the
12    administrative dissolution of a corporation, he or she  shall
13    send  by regular mail to each delinquent corporation a Notice
14    of  Delinquency  to  its  registered  office,  or,   if   the
15    corporation  has failed to maintain a registered office, then
16    to the president or other principal officer at the last known
17    office of said officer.
18        (b)  If the corporation  does  not  correct  the  default
19    within  90 days following such notice, the Secretary of State
20    shall  thereupon  dissolve  the  corporation  by  issuing   a
21    certificate of dissolution that recites the ground or grounds
22    for  dissolution  and  its  effective date.  The Secretary of
23    State shall file the original of the certificate  in  his  or
24    her   office,  mail  one  copy  to  the  corporation  at  its
25    registered office  or,  if  the  corporation  has  failed  to
26    maintain  a registered office, then to the president or other
27    principal officer at the last known office of  said  officer,
28    and file one copy for record in the office of the Recorder of
29    the  county in which the registered office of the corporation
30    in this State is situated, to be recorded by  such  Recorder.
31    The  Recorder shall submit for payment, on a quarterly basis,
32    to the Secretary of State the amount of filing fees incurred.
33        (c)  The  administrative  dissolution  of  a  corporation
 
SB1506 Engrossed            -52-     LRB093 03499 DRJ 11091 b
 1    terminates its  corporate  existence  and  such  a  dissolved
 2    corporation  shall  not  thereafter  carry  on  any  affairs,
 3    provided  however, that such a dissolved corporation may take
 4    all action authorized under Section 112.75  of  this  Act  or
 5    necessary  to wind up and liquidate its affairs under Section
 6    112.30 of this Act.
 7    (Source: P.A. 84-1423.)

 8        (805 ILCS 105/113.40) (from Ch. 32, par. 113.40)
 9        Sec.  113.40.  Amended  certificate  of   authority.    A
10    foreign  corporation  authorized  to  conduct affairs in this
11    State shall secure an amended authority to do so in the event
12    it changes its corporate name, changes the  duration  of  its
13    corporate existence, or desires to pursue in this State other
14    or  additional  purposes  than  those  set forth in its prior
15    application for  authority,  by  making  application  to  the
16    Secretary of State.
17        The application shall set forth:
18             (1)  The name of the corporation, with any additions
19        required  in  order to comply with Section 104.05 of this
20        Act, together with the state or country under the laws of
21        which it is organized.
22             (2)  The change to be effected.
23    (Source: P.A. 92-33, eff. 7-1-01.)

24        (805 ILCS 105/113.50) (from Ch. 32, par. 113.50)
25        Sec. 113.50.  Grounds for revocation  of  certificate  of
26    authority.
27        (a)  The  authority  of  a foreign corporation to conduct
28    affairs in this State may be  revoked  by  the  Secretary  of
29    State:
30             (1)  Upon  the  failure of an officer or director to
31        whom  interrogatories  have  been   propounded   by   the
32        Secretary  of  State,  as provided in this Act, to answer
 
SB1506 Engrossed            -53-     LRB093 03499 DRJ 11091 b
 1        the same fully and to file such answer in the  office  of
 2        the Secretary of State;
 3             (2)  If   the   certificate   of  authority  of  the
 4        corporation was procured through fraud practiced upon the
 5        State;
 6             (3)  If the corporation has continued to  exceed  or
 7        abuse the authority conferred upon it by this Act;
 8             (4)  Upon  the failure of the corporation to keep on
 9        file in  the  office  of  the  Secretary  of  State  duly
10        authenticated copies of each amendment to its articles or
11        incorporation;
12             (5)  Upon  the failure of the corporation to appoint
13        and maintain a registered agent in this State;
14             (6)  Upon the failure of the corporation to file any
15        report after the period prescribed by this  Act  for  the
16        filing of such report;
17             (7)  Upon  the failure of the corporation to pay any
18        fees or charges prescribed by this Act;
19             (8)  For misrepresentation of any material matter in
20        any application, report,  affidavit,  or  other  document
21        filed by such corporation pursuant to this Act;
22             (9)  Upon  the  failure  of the corporation to renew
23        its assumed name or to apply to change its  assumed  name
24        pursuant   to  the  provisions  of  this  Act,  when  the
25        corporation can only conduct affairs  within  this  State
26        under  its assumed name in accordance with the provisions
27        of Section 104.05 of this Act;
28             (10)  Upon  notification  from  the   local   liquor
29        commissioner,  pursuant  to Section 4-4(3) of "The Liquor
30        Control Act of 1934," as now or hereafter amended, that a
31        foreign corporation functioning as a club in  this  State
32        has  violated that Act by selling or offering for sale at
33        retail alcoholic liquors without a retailer's license; or
34             (11)  When, in an action by  the  Attorney  General,
 
SB1506 Engrossed            -54-     LRB093 03499 DRJ 11091 b
 1        under the provisions of the "Consumer Fraud and Deceptive
 2        Business   Practices   Act",   or  "An  Act  to  regulate
 3        solicitation  and  collection  of  funds  for  charitable
 4        purposes, providing for violations thereof, and making an
 5        appropriation  therefor",  approved  July  26,  1963,  as
 6        amended, or the "Charitable Trust Act", a court has found
 7        that the corporation substantially and willfully violated
 8        any of such Acts.
 9        (b)  The  enumeration  of  grounds  for   revocation   in
10    paragraphs  (1)  through  (11)  of  subsection  (a) shall not
11    preclude  any  action  by  the  Attorney  General  which   is
12    authorized  by  any other statute of the State of Illinois or
13    the common law.
14    (Source: P.A. 92-33, eff. 7-1-01.)

15        (805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
16        Sec. 113.55.  Procedure for revocation of certificate  of
17    authority.
18        (a)  After  the Secretary of State determines that one or
19    more grounds exist under Section 113.50 of this Act  for  the
20    revocation  of  authority of a foreign corporation, he or she
21    shall send by regular mail to each delinquent  corporation  a
22    Notice  of  Delinquency  to its registered office, or, if the
23    corporation has failed to maintain a registered office,  then
24    to the president or other principal officer at the last known
25    office of said officer.
26        (b)  If  the  corporation  does  not  correct the default
27    within 90 days following such notice, the Secretary of  State
28    shall  thereupon  revoke  the certificate of authority of the
29    corporation by  issuing  a  certificate  of  revocation  that
30    recites  the  grounds  for revocation and its effective date.
31    The Secretary  of  State  shall  file  the  original  of  the
32    certificate  in  his  or  her  office,  mail  one copy to the
33    corporation at its registered office or, if  the  corporation
 
SB1506 Engrossed            -55-     LRB093 03499 DRJ 11091 b
 1    has  failed  to  maintain  a  registered  office, then to the
 2    president or other principal officer at the last known office
 3    of said officer, and file one copy for record in  the  office
 4    of  the Recorder of the county in which the registered office
 5    of the corporation in this State is situated, to be  recorded
 6    by such Recorder. The Recorder shall submit for payment, on a
 7    quarterly  basis,  to  the  Secretary  of State the amount of
 8    filing fees incurred.
 9        (c)  Upon the issuance of the certificate of  revocation,
10    the  authority  of the corporation to conduct affairs in this
11    State shall cease and  such  revoked  corporation  shall  not
12    thereafter conduct any affairs in this State.
13    (Source: P.A. 92-33, eff. 7-1-01.)

14        (805 ILCS 105/114.05) (from Ch. 32, par. 114.05)
15        Sec.   114.05.  Annual  report  of  domestic  or  foreign
16    corporation.  Each domestic corporation organized under  this
17    Act,  and  each  foreign  corporation  authorized  to conduct
18    affairs in this State, shall file, within the time prescribed
19    by this Act, an annual report setting forth:
20        (a)  The name of the corporation.
21        (b)  The address, including street and number,  or  rural
22    route number, of its registered office in this State, and the
23    name  of its registered agent at such address and a statement
24    of change of its registered office or  registered  agent,  or
25    both, if any.
26        (c)  The address, including street and number, if any, of
27    its principal office.
28        (d)  The   names   and   respective  business  addresses,
29    including street and number, or rural route  number,  of  its
30    directors and officers.
31        (e)  A  brief  statement  of the character of the affairs
32    which the corporation is actually conducting from  among  the
33    purposes authorized in Section 103.05 of this Act.
 
SB1506 Engrossed            -56-     LRB093 03499 DRJ 11091 b
 1        (f)  Whether the corporation is a Condominium Association
 2    as   established   under  the  Condominium  Property  Act,  a
 3    Cooperative Housing Corporation defined in Section 216 of the
 4    Internal Revenue Code of  1954  or  a  Homeowner  Association
 5    which  administers  a common-interest community as defined in
 6    subsection  (c)  of  Section  9-102  of  the  Code  of  Civil
 7    Procedure.
 8        (g)  Such additional information as may be  necessary  or
 9    appropriate  in  order  to  enable  the Secretary of State to
10    administer this Act and to verify the proper amount  of  fees
11    payable by the corporation.
12        Such  annual report shall be made on forms prescribed and
13    furnished by the Secretary  of  State,  and  the  information
14    therein  required  by subsections (a) to (d), both inclusive,
15    of this Section, shall  be  given  as  of  the  date  of  the
16    execution  of the annual report.  It shall be executed by the
17    corporation by any authorized officer and verified by him  or
18    her,  or, if the corporation is in the hands of a receiver or
19    trustee, it shall be executed on behalf  of  the  corporation
20    and verified by such receiver or trustee.
21    (Source: P.A. 92-33, eff. 7-1-01.)

22        (805 ILCS 105/115.10) (from Ch. 32, par. 115.10)
23        Sec.  115.10.  Fees  for  filing  documents  and  issuing
24    certificates. The Secretary of State shall charge and collect
25    for:
26        (a)  Filing articles of incorporation, $50.
27        (b)  Filing   articles  of  amendment,  $25,  unless  the
28    amendment is a restatement of the articles of  incorporation,
29    in which case the fee shall be $100.
30        (c)  Filing articles of merger or consolidation, $25.
31        (d)  Filing articles of dissolution, $5.
32        (e)  Filing application to reserve a corporate name, $25.
33        (f)  Filing  a  notice  of  transfer or cancellation of a
 
SB1506 Engrossed            -57-     LRB093 03499 DRJ 11091 b
 1    reserved corporate name, $25.
 2        (g)  Filing statement of change of address of  registered
 3    office  or change of registered agent, or both, if other than
 4    on an annual report, $5.
 5        (h)  Filing an application of a foreign  corporation  for
 6    authority to conduct affairs in this State, $50.
 7        (i)  Filing  an  application of a foreign corporation for
 8    amended authority to conduct affairs in this State, $25.
 9        (j)  Filing a  copy  of  amendment  to  the  articles  of
10    incorporation  of  a foreign corporation holding authority to
11    conduct affairs in this State, $25, unless the amendment is a
12    restatement of the articles of incorporation, in  which  case
13    the fee shall be $100.
14        (k)  Filing  a  copy  of  articles of merger of a foreign
15    corporation holding authority  to  conduct  affairs  in  this
16    State, $25.
17        (l)  Filing  an  application  for  withdrawal  and  final
18    report  or  a  copy  of  articles of dissolution of a foreign
19    corporation, $5.
20        (m)  Filing an annual report of  a  domestic  or  foreign
21    corporation, $5.
22        (n)  Filing   an   application  for  reinstatement  of  a
23    domestic or a foreign corporation, $25.
24        (o)  Filing an  application  for  use  or  change  of  an
25    assumed  corporate  name,  $150 for each year or part thereof
26    ending in 0 or 5, $120 for each year or part  thereof  ending
27    in  1  or 6, $90 for each year or part thereof ending in 2 or
28    7, $60 for each year or part thereof ending in 3  or  8,  $30
29    for each year or part thereof ending in 4 or 9, and a renewal
30    fee for each assumed corporate name, $150.
31        (p)  Filing  an application for change or cancellation of
32    an assumed corporate name, $5.
33        (q)  Filing an application to register the corporate name
34    of a foreign corporation, $50; and an annual renewal fee  for
 
SB1506 Engrossed            -58-     LRB093 03499 DRJ 11091 b
 1    the registered name, $50.
 2        (r)  Filing   an   application   for  cancellation  of  a
 3    registered name of a foreign corporation, $5.
 4        (s)  Filing a statement of correction, $25.
 5        (t)  Filing an election to accept this Act, $25.
 6        (u)  Filing any other statement or report, $5.
 7    (Source: P.A. 92-33, eff. 7-1-01; 92-651, eff. 7-11-02.)

 8        (805 ILCS 105/115.20) (from Ch. 32, par. 115.20)
 9        Sec. 115.20.  Expedited service fees.
10        (a)  The Secretary of State may charge and collect a  fee
11    for expedited services as follows:
12        Certificates of good standing or fact, $10;
13        All filings, copies of documents, annual reports filed on
14    or  after  January  1,  1984 for up to 3 years, and copies of
15    documents of dissolved corporations having a file number over
16    5199, $25.
17        (b)  Expedited services shall  not  be  available  for  a
18    statement  of  correction or any request for copies involving
19    more than 3 year's annual reports  filed  before  January  1,
20    1984  or  involving dissolved corporations with a file number
21    below 5200.
22        (c)  All moneys collected under  this  Section  shall  be
23    deposited  into  the  Department of Business Services Special
24    Operations Fund.  No other fees or taxes collected under this
25    Act shall be deposited into that Fund.
26        (d)  As used in this Section,  "expedited  services"  has
27    the meaning ascribed thereto in Section 15.95 of the Business
28    Corporation Act of 1983.
29    (Source: P.A. 91-463, eff. 1-1-00; 92-33, eff. 7-1-01.)

30        Section 20.  The Limited Liability Company Act is amended
31    by  changing  Sections  1-10,  1-15, 1-20, 35-3, 35-30, 45-1,
32    45-35, and 50-10 and adding Sections 5-47, 5-48, and 45-47 as
 
SB1506 Engrossed            -59-     LRB093 03499 DRJ 11091 b
 1    follows:

 2        (805 ILCS 180/1-10)
 3        Sec. 1-10.  Limited liability company name.
 4        (a)  The name of each limited liability  company  as  set
 5    forth in its articles of organization:
 6             (1)  shall  contain  the  terms  "limited  liability
 7        company", "L.L.C.", or "LLC";
 8             (2)  may  not  contain  a  word  or  phrase,  or  an
 9        abbreviation  or  derivation thereof, the use of which is
10        prohibited or restricted by any  other  statute  of  this
11        State unless the restriction has been complied with;
12             (3)  shall   consist   of  letters  of  the  English
13        alphabet, Arabic or Roman numerals, or symbols capable of
14        being readily reproduced by the Office of  the  Secretary
15        of State;
16             (4)  shall  not  contain any of the following terms:
17        "Corporation," "Corp.," "Incorporated,"  "Inc.,"  "Ltd.,"
18        "Co.," "Limited Partnership" or "L.P.";
19             (5)  shall  be  the  name  under  which  the limited
20        liability company transacts business in this State unless
21        the limited liability company also  elects  to  adopt  an
22        assumed  name or names as provided in this Act; provided,
23        however, that the limited liability company may  use  any
24        divisional  designation  or  trade name without complying
25        with the requirements of this Act, provided  the  limited
26        liability company also clearly discloses its name;
27             (6)  shall  not  contain  any  word  or  phrase that
28        indicates or implies that the limited  liability  company
29        is  authorized  or  empowered  to be in the business of a
30        corporate fiduciary unless  otherwise  permitted  by  the
31        Commissioner of the Office of Banks and Real Estate under
32        Section  1-9  of  the  Corporate Fiduciary Act.  The word
33        "trust", "trustee", or  "fiduciary"  may  be  used  by  a
 
SB1506 Engrossed            -60-     LRB093 03499 DRJ 11091 b
 1        limited  liability  company only if it has first complied
 2        with Section 1-9 of the Corporate Fiduciary Act; and
 3             (7)  shall contain the word  "trust",  if  it  is  a
 4        limited  liability  company  organized for the purpose of
 5        accepting and executing trusts.
 6        (b)  Nothing  in  this  Section  or  Section  1-20  shall
 7    abrogate or limit the common law or statutory law  of  unfair
 8    competition  or unfair trade practices, nor derogate from the
 9    common law or principles of equity or the  statutes  of  this
10    State  or of the United States of America with respect to the
11    right  to  acquire  and  protect  copyrights,  trade   names,
12    trademarks,  service marks, service names, or any other right
13    to the exclusive use of names or symbols.
14        (c) (Blank).  The name shall  not  contain  any  word  or
15    phrase that indicates or implies that it is organized for any
16    purposes other than those permitted by this Act as limited by
17    its articles of organization.
18        (d)  The  name  shall be distinguishable upon the records
19    in the Office of the Secretary  of  State  from  all  of  the
20    following:
21             (1)  Any limited liability company that has articles
22        of  organization  filed with the Secretary of State under
23        Section 5-5.
24             (2)  Any foreign limited liability company  admitted
25        to transact business in this State.
26             (3)  Any  name for which an exclusive right has been
27        reserved in the Office of the Secretary  of  State  under
28        Section 1-15.
29             (4)  Any  assumed  name  that is registered with the
30        Secretary of State under Section 1-20.
31             (5)  Any corporate name or assumed corporate name of
32        a  domestic  or  foreign  corporation  subject   to   the
33        provisions  of  Section  4.05 of the Business Corporation
34        Act of 1983 or Section 104.05  of  the  General  Not  For
 
SB1506 Engrossed            -61-     LRB093 03499 DRJ 11091 b
 1        Profit Corporation Act of 1986.
 2        (e)  The  provisions  of  subsection  (d) of this Section
 3    shall not apply if the organizer files with the Secretary  of
 4    State  a  certified  copy  of  a  final  decree of a court of
 5    competent jurisdiction establishing the prior  right  of  the
 6    applicant to the use of that name in this State.
 7        (f)  The  Secretary  of  State  shall determine whether a
 8    name is "distinguishable" from another name for the  purposes
 9    of  this  Act.   Without  excluding  other names that may not
10    constitute distinguishable names in this State, a name is not
11    considered distinguishable, for purposes of this Act,  solely
12    because it contains one or more of the following:
13             (1)  The word "limited", "liability" or "company" or
14        an abbreviation of one of those words.
15             (2)  Articles,      conjunctions,      contractions,
16        abbreviations,  or different tenses or number of the same
17        word.
18    (Source: P.A. 92-33, eff. 7-1-01.)

19        (805 ILCS 180/1-15)
20        Sec. 1-15.  Reservation of name.
21        (a)  The exclusive right to the use  of  a  name  may  be
22    reserved by any of the following:
23             (1)  A   person  intending  to  organize  a  limited
24        liability company under this Act  which  will  have  that
25        name.
26             (2)  A  limited  liability  company  or  any foreign
27        limited liability company registered in this State  that,
28        in either case, intends to adopt that name.
29             (3)  Any  foreign  limited  liability company having
30        that name and intending to make application for admission
31        to transact business in this State.
32             (4)  A  person  intending  to  organize  a   foreign
33        limited   liability   company   and   intending  to  make
 
SB1506 Engrossed            -62-     LRB093 03499 DRJ 11091 b
 1        application for admission to transact  business  in  this
 2        State and adopt that name.
 3        (b)  To  reserve  a specified name, a person shall submit
 4    an application to the Secretary of  State  in  the  form  and
 5    manner  the  Secretary  shall designate.  If the Secretary of
 6    State finds that the name is available for use by  a  limited
 7    liability  company  or foreign limited liability company, the
 8    Secretary of State shall reserve the name for  the  exclusive
 9    use  of  the  applicant  for  a  period  of  90 days or until
10    surrendered by a written cancellation document signed by  the
11    applicant,  whichever  is  sooner.    The  reservation may be
12    renewed for additional periods not to exceed 90 days from the
13    date of the last renewal.  The right to the exclusive use  of
14    a  reserved  name  may  be transferred to any other person by
15    delivering to the Office of the Secretary of State  a  notice
16    of the transfer, executed by the person for whom the name was
17    reserved   and   specifying  the  name  and  address  of  the
18    transferee.
19    (Source: P.A. 87-1062.)

20        (805 ILCS 180/1-20)
21        Sec. 1-20.  Assumed name.
22        (a)  A limited liability company  or  a  foreign  limited
23    liability  company  admitted  to  transact business or making
24    application for admission to transact  business  in  Illinois
25    may  elect  to  adopt  an assumed name that complies with the
26    requirements of Section 1-10 of this Act except (a)(1)  shall
27    contain  the  term  "limited liability company", "L.L.C.", or
28    "LLC".
29        (a-5)  As used in this Act, "assumed name" means any name
30    other than the true limited liability  company  name,  except
31    that  the  following  do not constitute the use of an assumed
32    name under this Act:
33             (1)  A limited liability company's identification of
 
SB1506 Engrossed            -63-     LRB093 03499 DRJ 11091 b
 1        its business with a trademark or service  mark  of  which
 2        the company is the owner or licensed user.
 3             (2)  The use of a name of a division, not containing
 4        the  word  "limited",  "liability",  or  "company"  or an
 5        abbreviation of one of those  words,  provided  that  the
 6        limited liability company also clearly discloses its true
 7        name.
 8        (b)  Before transacting any business in Illinois under an
 9    assumed  limited liability company name or names, the limited
10    liability company shall, for each assumed name,  execute  and
11    file  in  duplicate  an  application setting forth all of the
12    following:
13             (1)  The true limited liability company name.
14             (2)  The state or country under the laws of which it
15        is organized.
16             (3)  That it intends to transact business  under  an
17        assumed limited liability company name.
18             (4)  The assumed name that it proposes to use.
19        (c)  The  right to use an assumed name shall be effective
20    from the date of filing by the Secretary of State  until  the
21    first  day  of the anniversary month of the limited liability
22    company that falls  within  the  next  calendar  year  evenly
23    divisible  by  5.  However, if an application is filed within
24    the 2 months immediately preceding the anniversary month of a
25    limited liability company that falls within a  calendar  year
26    evenly  divisible  by  5,  the  right to use the assumed name
27    shall be effective until the first  day  of  the  anniversary
28    month  of the limited liability company that falls within the
29    next succeeding calendar year evenly divisible by 5.
30        (d)  A limited liability company shall renew the right to
31    use its assumed name or names, if any,  within  the  60  days
32    preceding  the  expiration  of  the  right, for a period of 5
33    years, by making an election to do so at the time  of  filing
34    its  annual  report  form  and  by  paying the renewal fee as
 
SB1506 Engrossed            -64-     LRB093 03499 DRJ 11091 b
 1    prescribed by this Act.
 2        (e)  A  limited  liability  company  or  foreign  limited
 3    liability company may change or cancel  any  or  all  of  its
 4    assumed  names by executing and filing an application setting
 5    forth all of the following:
 6             (1)  The true limited liability company name.
 7             (2)  The state or country under the laws of which it
 8        is organized.
 9             (3)  That it intends to cease  transacting  business
10        under an assumed name by changing or cancelling it.
11             (4)  The assumed name to be changed or cancelled.
12             (5)  If  the  assumed  name  is  to  be changed, the
13        assumed name that the limited liability company  proposes
14        to use.
15        (f)  Upon  the  filing  of  an  application  to change an
16    assumed name, the limited liability company  shall  have  the
17    right  to  use the assumed name for the balance of the period
18    authorized.
19        (g)  The right to use an assumed name shall be  cancelled
20    by the Secretary of State if any of the following occurs:
21             (1)  The limited liability company fails to renew an
22        assumed name.
23             (2)  The  limited  liability  company  has  filed an
24        application to change or cancel the assumed name.
25             (3)  A limited liability company has been dissolved.
26             (4)  A foreign limited liability company has had its
27        admission to do business in Illinois revoked.
28        (h)  Any limited liability  company  or  foreign  limited
29    liability  company  failing  to  pay  the  prescribed fee for
30    assumed name renewal when due  and  payable  shall  be  given
31    notice  of  nonpayment  by  the Secretary of State by regular
32    mail.  If the fee, together with a late fee of $100,  is  not
33    paid  within 60 days after the notice is mailed, the right to
34    use the assumed  name  shall  cease.  Any  limited  liability
 
SB1506 Engrossed            -65-     LRB093 03499 DRJ 11091 b
 1    company  or  foreign  limited liability company that (i) puts
 2    forth any sign or advertisement assuming any name other  than
 3    that  under  which it is organized or otherwise authorized by
 4    law to act or (ii) violates Section 1-27 is guilty of a petty
 5    offense and shall be fined not less than $501  and  not  more
 6    than  $1,000.  A limited liability company or foreign limited
 7    liability company shall be deemed  guilty  of  an  additional
 8    offense  for  each  day  it shall continue to so offend. Each
 9    limited  liability  company  or  foreign  limited   liability
10    company  that  fails  or refuses (1) to answer truthfully and
11    fully within the time prescribed by this Act  interrogatories
12    propounded  by the Secretary of State in accordance with this
13    Act or (2) to perform any other act required by this  Act  to
14    be  performed  by  the  limited  liability company or foreign
15    limited liability company is guilty of a  petty  offense  and
16    shall be fined not less than $501 and not more than $1,000.
17        (i)  A  foreign  limited liability company may not use an
18    assumed or fictitious name in the conduct of its business  to
19    intentionally  misrepresent the geographic origin or location
20    of the company.
21    (Source: P.A. 91-354, eff. 1-1-00; 91-906, eff. 1-1-01.)

22        (805 ILCS 180/5-47 new)
23        Sec. 5-47.  Statement of correction.
24        (a)  Whenever any instrument authorized to be filed  with
25    the  Secretary  of  State under any provision of this Act has
26    been so filed and, as of  the  date  of  the  action  therein
27    referred to, contains any misstatement of fact, typographical
28    error,  error  of  transcription, or other error or defect or
29    was defectively or erroneously executed, such instrument  may
30    be  corrected  by  filing, in accordance with Section 5-45 of
31    this Act, a statement of correction.
32        (b)  A  statement  of  correction  shall  set  forth  the
33    following:
 
SB1506 Engrossed            -66-     LRB093 03499 DRJ 11091 b
 1             (1)  The name of the limited liability  company  and
 2        the  state  or  country  under  the  laws  of which it is
 3        organized.
 4             (2)  The title of the instrument being corrected and
 5        the date it was filed with the Secretary of State.
 6             (3)  The  inaccuracy,  error,  or   defect   to   be
 7        corrected  and the portion of the instrument in corrected
 8        form.
 9        (c)  A statement of correction shall be executed  in  the
10    same  manner  in  which  the  instrument  being corrected was
11    required to be executed.
12        (d)  The corrected instrument shall be  effective  as  of
13    the date the original instrument was filed.
14        (e)  A  statement  of  correction shall not do any of the
15    following:
16             (1)  Effect any  change  or  amendment  of  articles
17        which  would  not  in all respects have complied with the
18        requirements of this  Act  at  the  time  of  filing  the
19        instrument being corrected.
20             (2)  Take  the  place of any document, statement, or
21        report otherwise required to be filed by this Act.
22             (3)  Affect  any  right  or  liability  accrued   or
23        incurred  before  such  filing,  except that any right or
24        liability accrued or incurred by reason of the  error  or
25        defect  being  corrected  shall  be  extinguished by such
26        filing  if  the  person  having  such   right   has   not
27        detrimentally relied on the original instrument.
28             (4)  Alter   the   provisions  of  the  articles  of
29        organization  with  respect  to  the  limited   liability
30        company  name  or  purpose and the names and addresses of
31        the organizers, initial manager or managers, and  initial
32        member or members.
33             (5)  Alter  the  provisions  of  the application for
34        admission to  transact  business  as  a  foreign  limited
 
SB1506 Engrossed            -67-     LRB093 03499 DRJ 11091 b
 1        liability  company  with respect to the limited liability
 2        name.
 3             (6)  Alter the  provisions  of  the  application  to
 4        adopt or change an assumed limited liability company name
 5        with  respect  to  the  assumed limited liability company
 6        name.
 7             (7)  Alter the wording of any resolution as filed in
 8        any document with the Secretary of State and which was in
 9        fact adopted by the members or managers.

10        (805 ILCS 180/5-48 new)
11        Sec. 5-48.  Petition for refund.
12        (a)  Any domestic or foreign  limited  liability  company
13    having  authority  to  transact  business  in  this State may
14    petition the Secretary of State for a refund of fees  claimed
15    to  have  been  erroneously  paid,  subject  to the following
16    limitations:
17             (1)  No refund shall be made unless a  petition  for
18        refund  has been filed in accordance with Section 5-45 of
19        this Act within 3 years after the amount to  be  refunded
20        was paid.
21             (2)  If   the   refund  claimed  is  based  upon  an
22        instrument  filed  with  the  Secretary  of  State  which
23        contained a misstatement of  fact,  typographical  error,
24        error  of  transcription,  or  other  error or defect, no
25        refund of any fee shall be made  unless  a  statement  of
26        correction has been filed in accordance with Section 5-47
27        of this Act.
28        (b)  The   petition  for  refund  shall  be  executed  in
29    accordance with Section 5-45 of this Act and shall set  forth
30    the following:
31             (1)  The  name  of the limited liability company and
32        the state or country  under  the  laws  of  which  it  is
33        organized.
 
SB1506 Engrossed            -68-     LRB093 03499 DRJ 11091 b
 1             (2)  The amount of the claim.
 2             (3)  The  details  of  the transaction and all facts
 3        upon which the petitioner relies.
 4             (4)  Any other information required by rule.
 5        (c)  If the Secretary of State determines that the amount
 6    paid is incorrect, he or she  shall  refund  to  the  limited
 7    liability  company  any  amount  paid in excess of the proper
 8    amount; provided, however, that no refund shall be  made  for
 9    an  amount  less  than $200, and any refund in excess of that
10    amount shall be reduced by $200; and provided  further,  that
11    such refund shall be made without payment of interest.

12        (805 ILCS 180/35-3)
13        Sec.  35-3.  Limited  liability  company  continues after
14    dissolution.
15        (a)  Subject to subsections subsection  (b)  and  (c)  of
16    this  Section,  a  limited  liability company continues after
17    dissolution only for the purpose of winding up its business.
18        (b)  At any time  after  the  dissolution  of  a  limited
19    liability  company  and before the winding up of its business
20    is completed, the members,  including  a  dissociated  member
21    whose  dissociation  caused  the dissolution, may unanimously
22    waive the right to have the company's business wound  up  and
23    the company terminated.  In that case:
24             (1)  the  limited liability company resumes carrying
25        on its business as if dissolution had never occurred  and
26        any  liability  incurred by the company or a member after
27        the dissolution and before the waiver is determined as if
28        the dissolution had never occurred; and
29             (2)  the rights of  a  third  party  accruing  under
30        subsection  (a) of Section 35-7 or arising out of conduct
31        in reliance on the dissolution  before  the  third  party
32        knew  or  received  a  notification of the waiver are not
33        adversely affected.
 
SB1506 Engrossed            -69-     LRB093 03499 DRJ 11091 b
 1        (c)  Unless  otherwise  provided  in  the   articles   of
 2    organization   or   the   operating  agreement,  the  limited
 3    liability company is not dissolved and is not required to  be
 4    wound up if:
 5             (1)  within  6  months or such period as is provided
 6        for in the articles  of  organization  or  the  operating
 7        agreement  after  the occurrence of the event that caused
 8        the  dissociation  of  the  last  remaining  member,  the
 9        personal representative  of  the  last  remaining  member
10        agrees  in  writing  to  continue  the  limited liability
11        company   until   the   admission   of    the    personal
12        representative  of that member or its nominee or designee
13        to the limited liability company as a  member,  effective
14        as  of  the  occurrence  of  the  event  that  caused the
15        dissociation of the last remaining member, provided  that
16        the  articles  of organization or the operating agreement
17        may provide that the personal representative of the  last
18        remaining  member  shall be obligated to agree in writing
19        to continue the limited  liability  company  and  to  the
20        admission  of  the personal representative of that member
21        or its nominee  or  designee  to  the  limited  liability
22        company  as  a  member, effective as of the occurrence of
23        the event  that  caused  the  dissociation  of  the  last
24        remaining member; or
25             (2)  a  member  is admitted to the limited liability
26        company in the manner provided for  in  the  articles  of
27        organization  or the operating agreement, effective as of
28        the occurrence of the event that caused the  dissociation
29        of  the  last  remaining  member, within 6 months or such
30        other  period  as  is  provided  for  in  the   operating
31        agreement  after  the occurrence of the event that caused
32        the dissociation of the last remaining  member,  pursuant
33        to  a  provision  of  the articles of organization or the
34        operating agreement that specifically  provides  for  the
 
SB1506 Engrossed            -70-     LRB093 03499 DRJ 11091 b
 1        admission  of  a  member to the limited liability company
 2        after there is  no  longer  a  remaining  member  of  the
 3        limited liability company.
 4    (Source: P.A. 90-424, eff. 1-1-98.)

 5        (805 ILCS 180/35-30)
 6        Sec. 35-30.  Procedure for administrative dissolution.
 7        (a)  After  the Secretary of State determines that one or
 8    more grounds exist under Section 35-25 for the administrative
 9    dissolution of a limited liability company, the Secretary  of
10    State  shall  send a notice of delinquency by regular mail to
11    each delinquent limited liability company at  its  registered
12    office  or,  if  the  limited liability company has failed to
13    maintain a registered office, then to the last known  address
14    shown on the records of the Secretary of State for the office
15    at  which  records  of  the  limited  liability  company  are
16    maintained in accordance with Section 1-40 of this Act to the
17    member  or  manager at the last known office of the member or
18    manager.
19        (b)  If the limited liability company  does  not  correct
20    the  default  within  120  90  days following the date of the
21    notice of delinquency, the Secretary of State shall thereupon
22    dissolve the limited liability company by issuing a notice of
23    dissolution that recites the grounds for dissolution and  its
24    effective  date.   The  Secretary  of  State  shall  file the
25    original of the notice in his or her office and mail one copy
26    to the limited liability company at its registered office or,
27    if the limited liability company has  failed  to  maintain  a
28    registered  office,  then  to the last known address shown on
29    the records of the Secretary of State for the office at which
30    records of the limited liability company  are  maintained  in
31    accordance with Section 1-40 of this Act.
32        (c)  Upon  the  administrative  dissolution  of a limited
33    liability company,  a  dissolved  limited  liability  company
 
SB1506 Engrossed            -71-     LRB093 03499 DRJ 11091 b
 1    shall  continue  for  only  the  purpose  of  winding  up its
 2    business.  A dissolved limited liability company may take all
 3    action authorized under Section 1-30 or necessary to wind  up
 4    its business and affairs and terminate.
 5    (Source: P.A. 90-424, eff. 1-1-98.)

 6        (805 ILCS 180/45-1)
 7        Sec.   45-1.  Law  governing  foreign  limited  liability
 8    companies.
 9        (a)  The laws of the State or  other  jurisdiction  under
10    which a foreign limited liability company is organized govern
11    its  organization  and  internal affairs and the liability of
12    its managers, members, and their transferees.
13        (b)  A foreign  limited  liability  company  may  not  be
14    denied admission by reason of any difference between the laws
15    of  another  jurisdiction  under which the foreign company is
16    organized and the laws of this State.
17        (c)  Having authority to transact business in this  State
18    A  certificate  of  authority  does  not  authorize a foreign
19    limited liability  company  to  engage  in  any  business  or
20    exercise  any  power that a limited liability company may not
21    engage in or exercise in this State.
22    (Source: P.A. 90-424, eff. 1-1-98.)

23        (805 ILCS 180/45-35)
24        Sec. 45-35.  Revocation of admission.
25        (a)  The admission of a foreign limited liability company
26    to transact business in this State  may  be  revoked  by  the
27    Secretary  of  State  upon  the  occurrence  of  any  of  the
28    following events:
29             (1)  The foreign limited company has failed to:
30                  (A)  file  its limited liability company annual
31             report within the time required by Section  50-1  or
32             has  failed  to pay any fees or penalties prescribed
 
SB1506 Engrossed            -72-     LRB093 03499 DRJ 11091 b
 1             by this Article;
 2                  (B)  appoint and maintain a registered agent in
 3             Illinois within 60 days after a  registered  agent's
 4             notice of resignation under Section 1-35;
 5                  (C)  file  a report upon any change in the name
 6             or business address of the registered agent;
 7                  (D)  file in the Office  of  the  Secretary  of
 8             State any amendment to its application for admission
 9             as specified in Section 45-25; or
10                  (E)  renew  its  assumed  name,  or to apply to
11             change its assumed name under  this  Act,  when  the
12             limited liability company may only transact business
13             within this State under its assumed name.
14             (2)  A   misrepresentation  has  been  made  of  any
15        material matter in any application, report, affidavit, or
16        other document submitted by the foreign limited liability
17        company under this Article.
18        (b)  The admission of a foreign limited liability company
19    shall not be revoked by the Secretary of State unless all  of
20    the following occur:
21             (1)  The  Secretary  of  State has given the foreign
22        limited liability company not less than 60  days'  notice
23        thereof  by  mail  addressed  to its registered office in
24        this State or, if the foreign limited  liability  company
25        fails  to appoint and maintain a registered agent in this
26        State, addressed to the office required to be  maintained
27        under paragraph (5) of subsection (a) of Section 45-5.
28             (2)  During  that 60 day period, the foreign limited
29        liability  company  has  failed  to  file   the   limited
30        liability  company  report,  to pay fees or penalties, to
31        file a report of change regarding the  registered  agent,
32        to    file    any    amendment,   or   to   correct   any
33        misrepresentation.
34        (c)  Upon the expiration of 120 60 days after the mailing
 
SB1506 Engrossed            -73-     LRB093 03499 DRJ 11091 b
 1    of the notice, the admission of the foreign limited liability
 2    company to transact business in this State shall cease.
 3    (Source: P.A. 90-424, eff. 1-1-98; 91-354, eff. 1-1-00.)

 4        (805 ILCS 180/45-47 new)
 5        Sec.   45-47.  Activities   that   do   not    constitute
 6    transacting business.
 7        (a)  Without  excluding  other  activities  that  may not
 8    constitute transacting business  in  this  State,  a  foreign
 9    limited  liability  company  shall  not  be  considered to be
10    transacting business in this  State,  for  purposes  of  this
11    Article 45, by reason of carrying on in this State any one or
12    more of the following activities:
13             (1)  Maintaining,   defending,   or   settling   any
14        proceeding.
15             (2)  Holding  meetings of the managers or members or
16        carrying on other activities concerning internal  company
17        affairs.
18             (3)  Maintaining bank accounts.
19             (4)  Maintaining   offices   or   agencies  for  the
20        transfer,  exchange,  and  registration  of  the  limited
21        liability  company's  own   securities   or   maintaining
22        trustees   or   depositaries   with   respect   to  those
23        securities.
24             (5)  Selling through independent contractors.
25             (6)  Soliciting or obtaining orders, whether by mail
26        or through employees or agents or  otherwise,  if  orders
27        require  acceptance outside this State before they become
28        contracts.
29             (7)  Owning,  without   more,   real   or   personal
30        property.
31             (8)  Conducting  an  isolated  transaction  that  is
32        completed  within  120  days  and  that is not one in the
33        course of repeated transactions of a like nature.
 
SB1506 Engrossed            -74-     LRB093 03499 DRJ 11091 b
 1             (9)  Having a member or manager who is a resident of
 2        this State.
 3        (b)  This Section has no application to the  question  of
 4    whether  any  foreign limited liability company is subject to
 5    service of process and suit in this State under  any  law  of
 6    this State.

 7        (805 ILCS 180/50-10)
 8        Sec. 50-10.  Fees.
 9        (a)  The  Secretary  of State shall charge and collect in
10    accordance  with  the  provisions  of  this  Act  and   rules
11    promulgated under its authority all of the following:
12             (1)  Fees for filing documents.
13             (2)  Miscellaneous charges.
14             (3)  Fees  for the sale of lists of filings and for,
15        copies of any documents, and for the sale or  release  of
16        any information.
17        (b)  The  Secretary of State shall charge and collect for
18    all of the following:
19             (1)  Filing  articles  of  organization  of  limited
20        liability companies (domestic), application for admission
21        (foreign),  and   restated   articles   of   organization
22        (domestic), $400.
23             (2)  Filing amendments:
24                  (A)  For  other than change of registered agent
25             name or registered office, or both, $100.
26                  (B)  For the purpose of changing the registered
27             agent name or registered office, or both, $25.
28             (3)  Filing articles of dissolution  or  application
29        for withdrawal, $100.
30             (4)  Filing an application to reserve a name, $300.
31             (5)  (Blank). Renewal fee for reserved name, $100.
32             (6)  Filing  a  notice  of  a transfer of a reserved
33        name, $100.
 
SB1506 Engrossed            -75-     LRB093 03499 DRJ 11091 b
 1             (7)  Registration of a name, $300.
 2             (8)  Renewal of registration of a name, $100.
 3             (9)  Filing an application for  use  of  an  assumed
 4        name  under  Section 1-20 of this Act, $150 for each year
 5        or part thereof ending in 0 or 5, $120 for each  year  or
 6        part  thereof ending in 1 or 6, $90 for each year or part
 7        thereof ending in 2 or 7,  $60  for  each  year  or  part
 8        thereof  ending  in  3  or  8,  $30 for each year or part
 9        thereof ending in 4 or 9, and a renewal for each  assumed
10        name, $150 $300.
11             (10)  Filing an application for change of an assumed
12        name, $100.
13             (11)  Filing an annual report of a limited liability
14        company  or  foreign  limited liability company, $200, if
15        filed  as  required  by  this  Act,  plus  a  penalty  if
16        delinquent.
17             (12)  Filing an application for reinstatement  of  a
18        limited  liability  company  or foreign limited liability
19        company $500.
20             (13)  Filing Articles of Merger, $100 plus  $50  for
21        each  party  to  the  merger  in  excess  of  the first 2
22        parties.
23             (14)  Filing an Agreement of Conversion or Statement
24        of Conversion, $100.
25             (15)  Filing a statement of correction, $25.
26             (16)  Filing a petition for refund, $15.
27             (17) (15)  Filing any other document, $100.
28        (c)  The Secretary of State shall charge and collect  all
29    of the following:
30             (1)  For  furnishing a copy or certified copy of any
31        document, instrument, or  paper  relating  to  a  limited
32        liability  company  or foreign limited liability company,
33        $1 per page, but not less  than  $25,  and  $25  for  the
34        certificate and for affixing the seal thereto.
 
SB1506 Engrossed            -76-     LRB093 03499 DRJ 11091 b
 1             (2)  For  the  transfer  of  information by computer
 2        process media to any purchaser, fees established by rule.
 3    (Source: P.A. 92-33, eff. 7-1-01.)

 4        Section 99.  Effective date.  This Act  takes  effect  on
 5    July 1, 2003.