HB1048 EnrolledLRB098 04037 MLW 34057 b

1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The Business Corporation Act of 1983 is amended
5by changing Sections 5.25 and 13.45 as follows:
 
6    (805 ILCS 5/5.25)  (from Ch. 32, par. 5.25)
7    Sec. 5.25. Service of process on domestic or foreign
8corporation.
9    (a) Any process, notice, or demand required or permitted by
10law to be served upon a domestic corporation or a foreign
11corporation having authority to transact business in this State
12may be served either upon the registered agent appointed by the
13corporation or upon the Secretary of State as provided in this
14Section.
15    (b) The Secretary of State shall be irrevocably appointed
16as an agent of a domestic corporation or of a foreign
17corporation having authority upon whom any process, notice or
18demand may be served:
19        (1) Whenever the corporation shall fail to appoint or
20    maintain a registered agent in this State, or
21        (2) Whenever the corporation's registered agent cannot
22    with reasonable diligence be found at the registered office
23    in this State, or

 

 

HB1048 Enrolled- 2 -LRB098 04037 MLW 34057 b

1        (3) When a domestic corporation has been dissolved, the
2    conditions of paragraph (1) or paragraph (2) exist, and a
3    civil action, suit or proceeding is instituted against or
4    affecting the corporation within the five years after the
5    issuance of a certificate of dissolution or the filing of a
6    judgment of dissolution, or
7        (4) When a domestic corporation has been dissolved, the
8    conditions of paragraph (1) or paragraph (2) exist, and a
9    criminal proceeding has been instituted against or
10    affecting the corporation, or
11        (5) When the authority of a foreign corporation to
12    transact business in this State has been revoked or
13    withdrawn.
14    (c) Service under subsection (b) shall be made by:
15        (1) Service on the Secretary of State, or on any clerk
16    having charge of the corporation division of his or her
17    office, of a copy of the process, notice or demand,
18    together with any papers required by law to be delivered in
19    connection with service, and a fee as prescribed by
20    subsection (b) of Section 15.15 of this Act;
21        (2) Transmittal by the person instituting the action,
22    suit or proceeding of notice of the service on the
23    Secretary of State and a copy of the process, notice or
24    demand and accompanying papers to the corporation being
25    served, by registered or certified mail:
26            (i) At the last registered office of the

 

 

HB1048 Enrolled- 3 -LRB098 04037 MLW 34057 b

1        corporation as shown by the records on file in the
2        office of the Secretary of State; and
3            (ii) At such address the use of which the person
4        instituting the action, suit or proceeding knows or, on
5        the basis of reasonable inquiry, has reason to believe,
6        is most likely to result in actual notice; and
7        (3) Appendage, by the person instituting the action,
8    suit or proceeding, of an affidavit of compliance with this
9    Section, in substantially such form as the Secretary of
10    State may by rule or regulation prescribe, to the process,
11    notice or demand.
12    (d) Nothing herein contained shall limit or affect the
13right to serve any process, notice, or demand required or
14permitted by law to be served upon a corporation in any other
15manner now or hereafter permitted by law.
16    (e) The Secretary of State shall keep a record of all
17processes, notices, and demands served upon him or her under
18this Section, and shall record therein the time of such service
19and his or her action with reference thereto, but shall not be
20required to retain such information for a period longer than
21five years from his or her receipt of the service.
22(Source: P.A. 92-33, eff. 7-1-01.)
 
23    (805 ILCS 5/13.45)  (from Ch. 32, par. 13.45)
24    Sec. 13.45. Withdrawal of foreign corporation. A foreign
25corporation authorized to transact business in this State may

 

 

HB1048 Enrolled- 4 -LRB098 04037 MLW 34057 b

1withdraw from this State upon filing with the Secretary of
2State an application for withdrawal. In order to procure such
3withdrawal, the foreign corporation shall:
4        (a) execute and file in duplicate, in accordance with
5    Section 1.10 of this Act, an application for withdrawal and
6    a final report, which shall set forth:
7            (1) that no proportion of its issued shares is, on
8        the date of the application, represented by business
9        transacted or property located in this State;
10            (2) that it surrenders its authority to transact
11        business in this State;
12            (3) that it revokes the authority of its registered
13        agent in this State to accept service of process and
14        consents that service of process in any suit, action,
15        or proceeding based upon any cause of action arising in
16        this State during the time the corporation was licensed
17        to transact business in this State may thereafter be
18        made on the corporation by service on the Secretary of
19        State;
20            (4) a post-office address to which may be mailed a
21        copy of any process against the corporation that may be
22        served on the Secretary of State;
23            (5) the name of the corporation and the state or
24        country under the laws of which it is organized;
25            (6) a statement of the aggregate number of issued
26        shares of the corporation itemized by classes, and

 

 

HB1048 Enrolled- 5 -LRB098 04037 MLW 34057 b

1        series, if any, within a class, as of the date of the
2        final report;
3            (7) a statement of the amount of paid-in capital of
4        the corporation as of the date of the final report; and
5            (8) such additional information as may be
6        necessary or appropriate in order to enable the
7        Secretary of State to determine and assess any unpaid
8        fees or franchise taxes payable by the foreign
9        corporation as prescribed in this Act; or
10        (b) if it has been dissolved, file a copy of the
11    articles of dissolution duly authenticated by the proper
12    officer of the state or country under the laws of which the
13    corporation was organized; or
14        (c) if it has been the non-survivor of a statutory
15    merger and the surviving entity corporation was a foreign
16    corporation or limited liability company which had not
17    obtained authority to transact business in this State, file
18    a copy of the articles of merger duly authenticated by the
19    proper officer of the state or country under the laws of
20    which the corporation or limited liability company was
21    organized; or .
22        (d) if it has been converted into another entity, file
23    a copy of the articles of conversion duly authenticated by
24    the proper officer of the state or country under the laws
25    of which the corporation was organized.
26    The application for withdrawal and the final report shall

 

 

HB1048 Enrolled- 6 -LRB098 04037 MLW 34057 b

1be made on forms prescribed and furnished by the Secretary of
2State.
3    When the corporation has complied with subsection (a) of
4this Section, the Secretary of State shall file the application
5for withdrawal and mail a copy of the application to the
6corporation or its representative. If the provisions of
7subsection (b) of this Section have been followed, the
8Secretary of State shall file the copy of the articles of
9dissolution in his or her office.
10    Upon the filing of the application for withdrawal or copy
11of the articles of dissolution, the authority of the
12corporation to transact business in this State shall cease.
13(Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59,
14eff. 7-1-03.)
 
15    Section 10. The General Not For Profit Corporation Act of
161986 is amended by changing Section 105.25 as follows:
 
17    (805 ILCS 105/105.25)  (from Ch. 32, par. 105.25)
18    Sec. 105.25. Service of process on domestic or foreign
19corporation.
20    (a) Any process, notice, or demand required or permitted by
21law to be served upon a domestic corporation or a foreign
22corporation having authority to conduct affairs in this State
23may be served either upon the registered agent appointed by the
24corporation or upon the Secretary of State as provided in this

 

 

HB1048 Enrolled- 7 -LRB098 04037 MLW 34057 b

1Section.
2    (b) The Secretary of State shall be irrevocably appointed
3as an agent of a domestic corporation or of a foreign
4corporation having authority upon whom any process, notice or
5demand may be served:
6        (1) Whenever the corporation shall fail to appoint or
7    maintain a registered agent in this State; or
8        (2) Whenever the corporation's registered agent cannot
9    with reasonable diligence be found at the registered office
10    in this State; or
11        (3) When a domestic corporation has been dissolved, the
12    conditions of paragraph (1) or paragraph (2) exist, and an
13    action, suit or proceeding is instituted against or
14    affecting the corporation within the two years after the
15    dissolution or the filing of a judgment of dissolution; or
16        (3.5) When a domestic corporation has been dissolved,
17    the conditions of paragraph (1) or (2) exist, and a
18    criminal proceeding has been instituted against or
19    affecting the corporation; or
20        (4) When the authority of a foreign corporation to
21    transact business has been revoked or withdrawn.
22    (c) Service under subsection (b) shall be made by:
23        (1) Service on the Secretary of State, or on any clerk
24    having charge of the corporation division at his or her
25    office, of a copy of the process, notice or demand,
26    together with any papers required by law to be delivered in

 

 

HB1048 Enrolled- 8 -LRB098 04037 MLW 34057 b

1    connection with service, and a fee as prescribed by
2    subsection (b) of Section 115.15 of this Act;
3        (2) Transmittal by the person instituting the action,
4    suit or proceeding of notice of the service on the
5    Secretary of State and a copy of the process, notice or
6    demand and accompanying papers to the corporation being
7    served, by registered or certified mail:
8            (i) At the last registered office of the
9        corporation as shown by the records on file in the
10        office of the Secretary of State; or
11            (ii) At such address the use of which the person
12        instituting the action, suit or proceeding knows or, on
13        the basis of reasonable inquiry, has reason to believe
14        is most likely to result in actual notice; and
15        (3) Appendage by the person instituting the action,
16    suit or proceeding of an affidavit of compliance with this
17    Section in substantially such form as the Secretary of
18    State may by rule or regulation prescribe, to the process,
19    notice or demand.
20    (d) Nothing herein contained shall limit or affect the
21right to serve any process, notice, or demand required or
22permitted by law to be served upon a corporation in any other
23manner now or hereafter permitted by law.
24    (e) The Secretary of State shall keep a record of all
25processes, notices, and demands served upon him or her under
26this Section, and shall record therein the time of such service

 

 

HB1048 Enrolled- 9 -LRB098 04037 MLW 34057 b

1and his or her action with reference thereto but shall not be
2required to retain such information for a period longer than
3five years from his or her receipt of the service.
4(Source: P.A. 92-33, eff. 7-1-01.)
 
5    Section 15. The Limited Liability Company Act is amended by
6changing Sections 1-50, 5-5, 5-30, 35-25, 35-30, 45-5, 45-35,
745-40, and 45-50 and by adding Section 45-36 as follows:
 
8    (805 ILCS 180/1-50)
9    Sec. 1-50. Service of process on limited liability company.
10    (a) Any process, notice, or demand required or permitted by
11law to be served upon either a limited liability company or
12foreign limited liability company shall be served either upon
13the registered agent appointed by the limited liability company
14or upon the Secretary of State as provided in this Section.
15    (b) The Secretary of State shall be irrevocably appointed
16as an agent of a limited liability company upon whom any
17process, notice, or demand may be served under any of the
18following circumstances:
19        (1) Whenever the limited liability company shall fail
20    to appoint or maintain a registered agent in this State.
21        (2) Whenever the limited liability company's
22    registered agent cannot with reasonable diligence , by
23    registered or certified mail, be found at the registered
24    office in this State or at the principal place of business

 

 

HB1048 Enrolled- 10 -LRB098 04037 MLW 34057 b

1    stated in the articles of organization.
2        (3) When a limited liability company has dissolved, the
3    conditions of paragraph (1) and paragraph (2) exist, and a
4    civil action, suit or proceeding is instituted against or
5    affecting the limited liability company within 5 years
6    after the issuance of a certificate of dissolution or the
7    filing of a judgment of dissolution.
8        (4) When a domestic limited liability company has been
9    dissolved, the conditions of paragraph (1) or paragraph (2)
10    exist, and a criminal proceeding has been instituted
11    against or affecting the limited liability company.
12        (5) When the admission of a foreign limited liability
13    company to transact business in this State has been revoked
14    or withdrawn.
15    (c) Service under subsection (b) shall be made by the
16person instituting the action by doing all of the following:
17        (1) Serving on the Secretary of State, or on any
18    employee having responsibility for administering this Act,
19    a copy of the process, notice, or demand, together with any
20    papers required by law to be delivered in connection with
21    service and paying the fee prescribed by Article 50 of this
22    Act.
23        (2) Transmitting notice of the service on the Secretary
24    of State and a copy of the process, notice, or demand and
25    accompanying papers to the limited liability company being
26    served, by registered or certified mail:

 

 

HB1048 Enrolled- 11 -LRB098 04037 MLW 34057 b

1            (A) at the last registered office of the limited
2        liability company shown by the records on file in the
3        Office of the Secretary of State; and
4            (B) at the address the use of which the person
5        instituting the action, suit, or proceeding knows or,
6        on the basis of reasonable inquiry, has reason to
7        believe, is most likely to result in actual notice.
8        (3) Attaching an affidavit of compliance with this
9    Section, in substantially the form that the Secretary of
10    State may by rule or regulation prescribe, to the process,
11    notice, or demand.
12    (d) Nothing herein contained shall limit or affect the
13right to serve any process, notice, or demand required or
14permitted by law to be served upon a limited liability company
15in any other manner now or hereafter permitted by law.
16    (e) The Secretary of State shall keep, for a period of 5
17years from the date of service, a record of all processes,
18notices, and demands served upon him or her under this Section
19and shall record therein the time of the service and such
20person's action with reference thereto.
21(Source: P.A. 87-1062.)
 
22    (805 ILCS 180/5-5)
23    Sec. 5-5. Articles of organization.
24    (a) The articles of organization shall set forth all of the
25following:

 

 

HB1048 Enrolled- 12 -LRB098 04037 MLW 34057 b

1        (1) The name of the limited liability company and the
2    address of its principal place of business which may, but
3    need not be a place of business in this State.
4        (2) The purposes for which the limited liability
5    company is organized, which may be stated to be, or to
6    include, the transaction of any or all lawful businesses
7    for which limited liability companies may be organized
8    under this Act.
9        (3) The name of its registered agent and the address of
10    its registered office.
11        (4) If the limited liability company is to be managed
12    by a manager or managers, the names and business addresses
13    of the initial manager or managers.
14        (5) If management of the limited liability company is
15    to be vested in the members under Section 15-1, then the
16    names and addresses of the initial member or members.
17        (5.5) The duration of the limited liability company,
18    which shall be perpetual unless otherwise stated.
19        (6) (Blank). The latest date, if any, upon which the
20    limited liability company is to dissolve and other events
21    of dissolution, if any, that may be agreed upon by the
22    members under Section 35-1 hereof.
23        (7) The name and address of each organizer.
24        (8) Any other provision, not inconsistent with law,
25    that the members elect to set out in the articles of
26    organization for the regulation of the internal affairs of

 

 

HB1048 Enrolled- 13 -LRB098 04037 MLW 34057 b

1    the limited liability company, including any provisions
2    that, under this Act, are required or permitted to be set
3    out in the operating agreement of the limited liability
4    company.
5    (b) A limited liability company is organized at the time
6articles of organization are filed by the Secretary of State or
7at any later time, not more than 60 days after the filing of
8the articles of organization, specified in the articles of
9organization.
10    (c) Articles of organization for the organization of a
11limited liability company for the purpose of accepting and
12executing trusts shall not be filed by the Secretary of State
13until there is delivered to him or her a statement executed by
14the Commissioner of the Office of Banks and Real Estate that
15the organizers of the limited liability company have made
16arrangements with the Commissioner of the Office of Banks and
17Real Estate to comply with the Corporate Fiduciary Act.
18    (d) Articles of organization for the organization of a
19limited liability company as a bank or a savings bank must be
20filed with the Commissioner of Banks and Real Estate or, if the
21bank or savings bank will be organized under federal law, with
22the appropriate federal banking regulator.
23(Source: P.A. 93-561, eff. 1-1-04.)
 
24    (805 ILCS 180/5-30)
25    Sec. 5-30. Restated articles of organization. A limited

 

 

HB1048 Enrolled- 14 -LRB098 04037 MLW 34057 b

1liability company, whenever desired, may integrate into a
2single instrument all of the provisions of its articles of
3organization which are then in effect and operative as a result
4of there having previously been filed with the Secretary of
5State one or more instruments under this Act. The restated
6articles of organization shall be specifically designated as
7such in the heading. They shall state, either in their heading
8or in an introductory paragraph, (i) the company's present name
9if the name has been changed, (ii) the name under which
10documents were originally filed, and (iii) the date of filing
11of the original articles of organization by the Secretary of
12State. Restated articles of organization shall also state that
13they were duly executed and filed in accordance with the
14provisions of this Section. Restated articles of organization
15shall supersede the original articles of organization and all
16amendments thereto prior to the effective date of filing the
17restated articles of organization.
18(Source: P.A. 87-1062.)
 
19    (805 ILCS 180/35-25)
20    Sec. 35-25. Grounds for of administrative dissolution. The
21Secretary of State may dissolve any limited liability company
22administratively if any of the following occur:
23    (1) it has failed to file its annual report and pay its fee
24as required by this Act before the first day of the anniversary
25month or has failed to pay any fees, penalties, or charges

 

 

HB1048 Enrolled- 15 -LRB098 04037 MLW 34057 b

1required by this Act , within 180 days of the anniversary day;
2    (2) it has failed to file in the Office of the Secretary of
3State any report after the expiration of the period prescribed
4in this Act for filing the report; within 180 days of the date
5for filing the report; or
6    (2.5) it has misrepresented any material matter in any
7application, report, affidavit, or other document submitted by
8the limited liability company under this Act;
9    (3) it has failed to appoint and maintain a registered
10agent in Illinois within 60 days after a registered agent's
11notice of resignation under Section 1-35; .
12    (4) a manager or member to whom interrogatories have been
13propounded by the Secretary of State as provided in Section
145-60 of this Act fails to answer the interrogatories fully and
15to timely file the answer in the office of the Secretary of
16State; or
17    (5) it has tendered payment to the Secretary of State which
18is returned due to insufficient funds, a closed account, or for
19any other reason, and acceptable payment has not been
20subsequently tendered.
21(Source: P.A. 91-354, eff. 1-1-00.)
 
22    (805 ILCS 180/35-30)
23    Sec. 35-30. Procedure for administrative dissolution.
24    (a) After the Secretary of State determines that one or
25more grounds exist under Section 35-25 for the administrative

 

 

HB1048 Enrolled- 16 -LRB098 04037 MLW 34057 b

1dissolution of a limited liability company, the Secretary of
2State shall send a notice of delinquency by regular mail to
3each delinquent limited liability company at its registered
4office or, if the limited liability company has failed to
5maintain a registered office, then to the last known address
6shown on the records of the Secretary of State for the
7principal place of business of the limited liability company
8office at which records of the limited liability company are
9maintained in accordance with Section 1-40 of this Act.
10    (b) If the limited liability company does not correct the
11default described in paragraphs (1) or (2) of Section 35-25
12within 120 days following the date of the notice of
13delinquency, the Secretary of State shall thereupon dissolve
14the limited liability company by issuing a certificate notice
15of dissolution that recites the grounds for dissolution and its
16effective date. If the limited liability company does not
17correct the default described in paragraphs (2.5), (3), (4), or
18(5) of Section 35-25 within 60 days following the notice, the
19Secretary of State shall dissolve the limited liability company
20by issuing a certificate of dissolution that recites the
21grounds for dissolution and its effective date. The Secretary
22of State shall file the original of the certificate notice in
23his or her office and mail one copy to the limited liability
24company at its registered office or, if the limited liability
25company has failed to maintain a registered office, then to the
26last known address shown on the records of the Secretary of

 

 

HB1048 Enrolled- 17 -LRB098 04037 MLW 34057 b

1State for the principal place of business of the limited
2liability company office at which records of the limited
3liability company are maintained in accordance with Section
41-40 of this Act.
5    (c) Upon the administrative dissolution of a limited
6liability company, a dissolved limited liability company shall
7continue for only the purpose of winding up its business. A
8dissolved limited liability company may take all action
9authorized under Section 1-30 or necessary to wind up its
10business and affairs and terminate.
11(Source: P.A. 93-59, eff. 7-1-03.)
 
12    (805 ILCS 180/45-5)
13    Sec. 45-5. Admission to transact business.
14    (a) Except as provided in Article V of the Illinois
15Insurance Code, before transacting business in this State, a
16foreign limited liability company shall be admitted to do so by
17the Secretary of State. In order to be admitted, a foreign
18limited liability company shall submit to the Office of the
19Secretary of State an application for admission to transact
20business as a foreign limited liability company setting forth
21all of the following:
22        (1) The name of the foreign limited liability company
23    and, if different, the name under which it proposes to
24    transact business in this State.
25        (2) The jurisdiction, date of its formation, and period

 

 

HB1048 Enrolled- 18 -LRB098 04037 MLW 34057 b

1    of duration.
2        (3) A certificate stating that the company is in
3    existence under the laws of the jurisdiction wherein it is
4    organized executed by the Secretary of State of that
5    jurisdiction or by some other official that may have
6    custody of the records pertaining to limited liability
7    companies (or affidavit from an appropriate official of the
8    jurisdiction that good standing certificates are not
9    issued or other evidence of existence which the Secretary
10    of State shall deem appropriate).
11        (4) The name and business address of the proposed
12    registered agent in this State, which registered agent
13    shall be an individual resident of this State, a domestic
14    corporation, or a foreign corporation having a place of
15    business in, and authorized to do business in, this State;
16    if the registered agent is a corporation, the corporation
17    must be authorized by its articles of incorporation to act
18    as a registered agent.
19        (5) The address, including street and number, rural
20    route number or 911 address, where applicable, of its
21    principal place of business of the office required to be
22    maintained in the jurisdiction of its organization by the
23    laws of that jurisdiction or, if not so required, of the
24    principal place of business of the foreign limited
25    liability company.
26        (6) The purpose or purposes for which it was organized

 

 

HB1048 Enrolled- 19 -LRB098 04037 MLW 34057 b

1    and the purpose or purposes which it proposes to conduct in
2    the transaction of business in this State.
3        (7) A statement whether the limited liability company
4    is managed by a manager or managers or whether management
5    of the limited liability company is vested in the members.
6        (8) A statement that the Secretary of State is
7    appointed the agent of the foreign limited liability
8    company for service of process under the circumstances set
9    forth in subsection (b) of Section 1-50.
10        (9) All additional information that may be necessary or
11    appropriate in order to enable the Secretary of State to
12    determine whether the limited liability company is
13    entitled to transact business in this State.
14    (b) No foreign limited liability company shall transact in
15this State any business that a limited liability company formed
16under the laws of this State is not permitted to transact. A
17foreign limited liability company admitted to transact
18business in this State shall, until admission is revoked as
19provided in this Act, enjoy the same, but no greater, rights
20and privileges as a limited liability company formed under the
21laws of this State.
22    (c) The acceptance and filing by the Office of the
23Secretary of State of a foreign limited liability company's
24application shall admit the foreign limited liability company
25to transact business in the State.
26(Source: P.A. 90-424, eff. 1-1-98; 91-593, eff. 8-14-99.)
 

 

 

HB1048 Enrolled- 20 -LRB098 04037 MLW 34057 b

1    (805 ILCS 180/45-35)
2    Sec. 45-35. Grounds for revocation Revocation of
3admission.
4    (a) The admission of a foreign limited liability company to
5transact business in this State may be revoked by the Secretary
6of State if upon the occurrence of any of the following events:
7         (1) The foreign limited company has failed to:
8            (A) file its limited liability company annual
9        report and pay its fee as required by this Act before
10        the first day of the anniversary month within the time
11        required by Section 50-1 or has failed to pay any fees
12        or penalties prescribed by this Act Article;
13            (B) appoint and maintain a registered agent in
14        Illinois within 60 days after a registered agent's
15        notice of resignation under Section 1-35;
16            (C) (blank); file a report upon any change in the
17        name or business address of the registered agent;
18            (D) file in the Office of the Secretary of State
19        any amendment to its application for admission as
20        specified in Section 45-25 or any report after the
21        expiration of the period prescribed in this Act for
22        filing the report; or
23            (E) renew its assumed name, or to apply to change
24        its assumed name under this Act, when the limited
25        liability company may only transact business within

 

 

HB1048 Enrolled- 21 -LRB098 04037 MLW 34057 b

1        this State under its assumed name in accordance with
2        the provisions of Section 45-15 of this Act.
3         (2) A misrepresentation has been made of any material
4    matter in any application, report, affidavit, or other
5    document submitted by the foreign limited liability
6    company under this Act Article.
7        (2.5) A manager or member to whom interrogatories have
8    been propounded by the Secretary of State as provided in
9    Section 5-60 of this Act fails to answer the
10    interrogatories fully and to timely file the answer in the
11    office of the Secretary of State.
12        (3) The Receipt by the Secretary of State receives of a
13    certified copy of a memorandum of judgment relating to a
14    judgment entered for money owed to a unit of local
15    government or school district, together with a statement
16    filed by its attorney that the judgment has not been
17    satisfied and that no appeal has been filed.
18        (4) It has tendered payment to the Secretary of State
19    which is returned due to insufficient funds, a closed
20    account, or for any other reason, and acceptable payment
21    has not been subsequently tendered.
22    (b) (Blank). The admission of a foreign limited liability
23company shall not be revoked by the Secretary of State unless
24all of the following occur:
25        (1) The Secretary of State has given the foreign
26    limited liability company not less than 60 days' notice

 

 

HB1048 Enrolled- 22 -LRB098 04037 MLW 34057 b

1    thereof by mail addressed to its registered office in this
2    State or, if the foreign limited liability company fails to
3    appoint and maintain a registered agent in this State,
4    addressed to the office required to be maintained under
5    paragraph (5) of subsection (a) of Section 45-5.
6        (2) During that 60 day period, the foreign limited
7    liability company has failed to file the limited liability
8    company report, to pay fees or penalties, to file a report
9    of change regarding the registered agent, to file any
10    amendment, to correct any misrepresentation.
11    (c) (Blank). Upon the expiration of 120 days after the
12mailing of the notice, the admission of the foreign limited
13liability company to transact business in this State shall
14cease.
15(Source: P.A. 95-515, eff. 8-28-07.)
 
16    (805 ILCS 180/45-36 new)
17    Sec. 45-36. Procedure for revocation of admission.
18    (a) After the Secretary of State determines that one or
19more grounds exist under Section 45-35 for the revocation of
20admission of a foreign limited liability company, the Secretary
21of State shall send a notice of delinquency by regular mail to
22each delinquent limited liability company at its registered
23office or, if the limited liability company has failed to
24maintain a registered office, then to the last known address
25shown on the records of the Secretary of State for the

 

 

HB1048 Enrolled- 23 -LRB098 04037 MLW 34057 b

1principal place of business.
2    (b) If the limited liability company does not correct the
3default described in item (A) or (D) of paragraph (1) of
4subsection (a) of Section 45-35 within 120 days following the
5date of the notice of delinquency, the Secretary of State shall
6revoke the admission of the limited liability company by
7issuing a certificate of revocation that recites the grounds
8for revocation and its effective date. If the limited liability
9company does not correct the default described in item (B) or
10(E) of paragraph (1) or paragraph (2), (2.5), (3), or (4) of
11subsection (a) of Section 45-35 within 60 days following the
12notice, the Secretary of State shall revoke the admission of
13the limited liability company by issuing a certificate of
14revocation that recites the grounds for revocation and its
15effective date. The Secretary of State shall file the original
16of the certificate in his or her office and mail one copy to
17the limited liability company at its registered office or, if
18the limited liability company has failed to maintain a
19registered office, then to the last known address shown on the
20records of the Secretary of State for the principal place of
21business.
22    (c) Upon the issuance of a certificate of revocation, the
23admission of the limited liability company to transact business
24in this State shall cease and the revoked company shall not
25thereafter carry on any business in this State.
 

 

 

HB1048 Enrolled- 24 -LRB098 04037 MLW 34057 b

1    (805 ILCS 180/45-40)
2    Sec. 45-40. Withdrawal.
3    (a) A foreign limited liability company admitted to
4transact business in this State may withdraw from this State
5upon filing with the Secretary of State an application for
6withdrawal. In order to withdraw, the foreign limited liability
7company shall deliver to the Secretary of State an application
8for withdrawal, which shall set forth all of the following:
9        (1) The name of the limited liability company and the
10    State or country under the laws of which it is organized.
11        (2) That the limited liability company is not
12    transacting business in this State.
13        (3) That the limited liability company surrenders its
14    admission to transact business in this State.
15        (4) That the limited liability company revokes the
16    authority of its registered agent in this State to accept
17    service of process and consents that service of process in
18    any action, suit, or proceeding based upon any cause of
19    action arising in this State during the time the limited
20    liability company was admitted to transact business in this
21    State may thereafter be made on the limited liability
22    company by service thereof upon the Secretary of State.
23        (5) A post office address to which may be mailed street
24    address to which a person may mail a copy of any process
25    against the limited liability company that may be served on
26    the Secretary of State.

 

 

HB1048 Enrolled- 25 -LRB098 04037 MLW 34057 b

1        (6) All additional information that is necessary or
2    appropriate in order to enable the Secretary of State to
3    determine and assess any unpaid fees payable by the limited
4    liability company as prescribed in this Article.
5    (b) The application for withdrawal shall be in the form and
6manner designated by the Secretary of State and shall be
7executed by the limited liability company by one of its
8managers or, if none, any member or members that may be
9designated by the members pursuant to limited liability company
10action properly taken under applicable local law or, if the
11limited liability company is in the hands of a receiver or
12trustee, by the receiver or trustee on behalf of the limited
13liability company. This report shall be accompanied by a
14written declaration that it is made under the penalties of
15perjury.
16(Source: P.A. 87-1062.)
 
17    (805 ILCS 180/45-50)
18    Sec. 45-50. Action to restrain from transaction of
19business.
20    (a) The Attorney General may bring an action to restrain a
21foreign limited liability company from transacting business in
22this State in violation of this Article.
23    (b) If the authority of a foreign limited liability company
24to do business in Illinois ceases because of failure to pay a
25judgment reported to the Secretary of State under subdivision

 

 

HB1048 Enrolled- 26 -LRB098 04037 MLW 34057 b

1(a)(3) of Section 45-35, then the Attorney General shall bring
2an action to restrain a foreign limited liability company from
3transacting business in this State.
4(Source: P.A. 95-515, eff. 8-28-07.)
 
5    Section 99. Effective date. This Act takes effect July 1,
62013.