HB5095 101ST GENERAL ASSEMBLY

LRB101 16327 JLS 65701 b

101ST GENERAL ASSEMBLY
State of Illinois
2019 and 2020
HB5095

Introduced 2/18/2020, by Rep. Justin Slaughter

SYNOPSIS AS INTRODUCED:

805 ILCS 180/45-70 new

Amends the Limited Liability Company Act. Provides that a limited liability company may be reinstated following its termination. Requires the filing of an application for reinstatement, the payment of fees, and the filing of reports. Provides that upon reinstatement the existence of the limited liability company shall be deemed to have continued without interruption.

FISCAL NOTE ACT MAY APPLY

A BILL FOR

AN ACT concerning business.

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

Section 5. The Limited Liability Company Act is amended by adding Section 45-70 as follows:

(805 ILCS 180/45-70 new)

Sec. 45-70. Reinstatement following termination.

(a) A voluntarily terminated limited liability company may be reinstated by the Secretary of State following the date of issuance of the notice of termination upon:

(1) The filing of an application for reinstatement.

(2) The filing with the Secretary of State by the limited liability company of all reports then due and theretofore becoming due.

(3) The payment to the Secretary of State of all fees and penalties then due and theretofore becoming due.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 5-45 of this Act and shall set forth all of the following:

(1) The name of the limited liability company at the time of the issuance of the notice of termination.

(2) If the name is not available for use as determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited liability company as changed, provided that any change of name is properly effected under Section 1-10 and Section 5-25 of this Act.

(3) The date of issuance of the notice of termination.

(4) The address, including street and number or rural route number, of the registered office of the limited liability company upon reinstatement thereof and the name of its registered agent at that address upon the reinstatement of the limited liability company, provided that any change from either the registered office or the registered agent at the time of termination is properly reported under Section 1-35 of this Act.

(c) When a terminated limited liability company has complied with the provisions of the Section, the Secretary of State shall file the application for reinstatement.

(d) Upon the filing of the application for reinstatement, the existence of the limited liability company shall be deemed to have continued without interruption from the date of the issuance of the notice of termination, and the limited liability company shall stand revived with the powers, duties, and obligations as if it had not been terminated. All acts and proceedings of its members, managers, officers, employees, and agents, acting or purporting to act in that capacity, and which would have been legal and valid but for the termination, shall stand ratified and confirmed.

(e) Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no member, manager, or officer shall be personally liable for the debts and liabilities of the limited liability company incurred during the period of termination by reason of the fact that the limited liability company was terminated at the time the debts or liabilities were incurred.