(805 ILCS 180/45-65)
Sec. 45-65. Reinstatement following revocation.
(a) A limited liability company whose admission has been revoked under
Section
45-35 may be reinstated by the Secretary of State following the date of issuance of the certificate of revocation upon:
(1) The filing of the application for reinstatement.
(2) The filing with the Secretary of State by the |
| limited liability company of all reports then due and becoming due.
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(3) The payment to the Secretary of State by the
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| limited liability company of all fees and penalties then due and becoming due.
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(b) The application for reinstatement shall be executed and filed in
duplicate
in accordance with Section 5-45 and shall set forth all of
the following:
(1) The name of the limited liability company at the
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| time of the issuance of the notice of revocation.
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(2) If the name is not available for use as
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| 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 is properly effected under Sections 1-10 and 45-25.
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(3) The date of the issuance of the notice of
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(4) The address, including street and number or rural
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| route number of the registered office of the limited liability company upon reinstatement 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 revocation is properly reported under Section 1-35.
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(c) When a limited liability company whose admission has been revoked has
complied with the provisions of this Section, the Secretary of
State shall file the application for
reinstatement.
(d) Upon the filing of the application for reinstatement: (i) the admission
of
the limited liability company to transact business in this State shall be
deemed to have continued without interruption from the date of the issuance of
the notice of revocation, (ii) the limited liability company shall
stand revived with the powers, duties, and obligations as if its admission had
not been revoked, and (iii) all acts and proceedings of its members or
managers, acting or purporting to act in that capacity, that would have been
legal and valid but for the revocation, shall stand ratified and
confirmed.
(Source: P.A. 94-605, eff. 1-1-06.)
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(805 ILCS 180/45-70) 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.
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(3) The payment to the Secretary of State of all fees
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| and penalties then due and theretofore becoming due.
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(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
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| time of the issuance of the notice of termination.
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(2) If the name is not available for use as
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| 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.
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(3) The date of issuance of the notice of termination.
(4) The address, including street and number or rural
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| 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.
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(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.
(Source: P.A. 102-282, eff. 1-1-22 .)
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(805 ILCS 180/50-1)
Sec. 50-1. Annual reports.
(a) Each limited liability company organized under the
laws of this State and each foreign limited liability company
admitted to transact business in this State shall file,
within the time prescribed by this Act, an annual report
setting forth all of the following:
(1) The name of the limited liability company.
(2) The address, including street and number or rural |
| route number, of its registered office in this State and the name of its registered agent at that address.
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(3) The address, including street and number or rural
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| route number of its principal place of business.
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(4) The name and business address of all of the
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| managers and any member having the authority of a manager.
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(5) Additional information that may be necessary or
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| appropriate in order to enable the Secretary of State to administer this Act and to verify the proper amount of fees payable by the limited liability company.
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(6) The annual report shall be made on forms
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| prescribed and furnished by the Secretary of State, and the information therein, required by paragraphs (1) through (4) of subsection (a), both inclusive, shall be given as of the date of execution of the annual report. The annual report shall be executed by a manager or, if none, a member designated by the members pursuant to limited liability company action properly taken under Section 15-1.
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(b) The annual report, together with all fees
and charges prescribed by this Act, shall be delivered
to the Secretary of State within 60 days immediately
preceding the first day of the anniversary month.
Proof to the satisfaction of the Secretary of State that, before the first
day of the anniversary month of the limited liability company, the report,
together with all fees and charges as prescribed by this Act, was deposited in
the United States mail in a sealed envelope, properly addressed, with postage
prepaid, shall be deemed a compliance with this requirement. If the Secretary of
State finds that the report conforms to the requirements
of this Act, he or she shall file it. If the Secretary of State
finds that it does not so conform, he or she shall
promptly return it to the limited liability company for
any necessary corrections, in which event the penalties
prescribed for failure to file the report within the
time provided shall not apply if the report is
corrected to conform to the requirements of this Act and
returned to the Secretary of State within 60 days of the
original due date of the report.
(Source: P.A. 99-637, eff. 7-1-17 .)
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(805 ILCS 180/50-5)
Sec. 50-5. List of limited liability companies; exchange of information.
(a) The Secretary of State shall publish a list or lists
of limited liability companies and foreign limited liability
companies as open data, as often as the
Secretary of State may in his or her discretion provide by rule, but no less often than once per month. "Open data" means data that is expressed in a machine-readable form and that is made freely available to the public under an open license, without registration requirement, and without any other restrictions that would impede its use or reuse.
(b) Upon written request, any list published under subsection (a) shall be provided
to each member of the General Assembly, to each State
agency or department, and to each recorder in this State.
(c) If a domestic or foreign limited liability company has
filed with the Secretary of State an annual report for the preceding
year or has been newly formed or is otherwise and in any manner
registered with the Secretary of State, the Secretary of State shall
exchange with the Department of Healthcare and Family Services
any information concerning that limited liability
company that may be necessary for the enforcement of child
support orders entered pursuant to the Illinois Public Aid Code, the
Illinois Marriage and Dissolution of Marriage Act, the Non-Support of Spouse
and Children Act, the Non-Support Punishment Act, the Revised Uniform Reciprocal Enforcement
of Support Act, the Uniform Interstate Family
Support Act, the Illinois Parentage Act of 1984, or the Illinois Parentage Act of 2015.
Notwithstanding any provisions in this Act to the contrary,
the Secretary of State shall not be liable
to any person for any disclosure of information to the Department of Healthcare and Family Services (formerly Illinois
Department of Public Aid) under this subsection or for any other
action taken in good faith to comply with the requirements of this
subsection. (d) Public data sets made available pursuant to this Section are provided for information purposes only. The Secretary of State does not warrant the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set made available on the web portal, nor are such warranties to be implied or inferred with respect to the public data sets furnished under this Act. (e) The State is not liable for any deficiencies in the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set or any third-party application utilizing such data set, unless such deficiencies are the result of willful or wanton action of the Secretary of State or its employees or agents.
(Source: P.A. 102-49, eff. 1-1-22 .)
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(805 ILCS 180/50-10)
Sec. 50-10. Fees.
(a) The Secretary of State shall charge and collect in
accordance with the provisions of this Act and rules
promulgated under its authority all of the following:
(1) Fees for filing documents.
(2) Miscellaneous charges.
(3) Fees for copies
of any documents.
(b) The Secretary of State shall charge and collect for
all of the following:
(1) Filing articles of organization (domestic), |
| application for admission (foreign), and restated articles of organization (domestic), $150. Notwithstanding the foregoing, the fee for filing articles of organization (domestic), application for admission (foreign), and restated articles of organization (domestic) in connection with a limited liability company with a series or the ability to establish a series pursuant to Section 37-40 of this Act is $400.
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(2) Filing amendments (domestic or foreign), $50.
(3) Filing a statement of termination or application
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(4) Filing an application to reserve a name, $25.
(5) Filing a notice of cancellation of a reserved
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(6) Filing a notice of a transfer of a reserved name,
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(7) Registration of a name, $50.
(8) Renewal of registration of a name, $50.
(9) Filing an application for use of an assumed name
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| under Section 1-20 of this Act, $150 for each year or part thereof ending in 0 or 5, $120 for each year or part thereof ending in 1 or 6, $90 for each year or part thereof ending in 2 or 7, $60 for each year or part thereof ending in 3 or 8, $30 for each year or part thereof ending in 4 or 9, and a renewal for each assumed name, $150.
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(9.5) Filing an application for change of an assumed
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(10) Filing an application for cancellation of an
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(11) Filing an annual report of a limited liability
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| company or foreign limited liability company, $75, if filed as required by this Act, plus a penalty if delinquent. Notwithstanding the foregoing, the fee for filing an annual report of a limited liability company or foreign limited liability company is $75 plus $50 for each series for which a certificate of designation has been filed pursuant to Section 37-40 of this Act and is in effect on the last day of the third month preceding the company's anniversary month, plus a penalty if delinquent.
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(12) Filing an application for reinstatement of a
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| limited liability company or foreign limited liability company, $200.
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(13) Filing articles of merger, $100 plus $50 for
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| each party to the merger in excess of the first 2 parties.
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(14) (Blank).
(15) Filing a statement of change of address of
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| registered office or change of registered agent, or both, or filing a statement of correction, $25.
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(16) Filing a petition for refund, $5.
(17) Filing a certificate of designation of a
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| limited liability company with a series pursuant to Section 37-40 of this Act, $50.
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(18) (Blank).
(19) Filing, amending, or cancelling a statement of
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(20) Filing, amending, or cancelling a statement of
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(21) Filing any other document, $5.
(22) For furnishing a copy or certified copy of any
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| document, instrument, or paper relating to a limited liability company or foreign limited liability company, or for a certificate, $25.
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(c) (Blank).
(Source: P.A. 101-81, eff. 7-12-19; 101-578, eff. 8-26-19; 102-49, eff. 1-1-22 .)
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(805 ILCS 180/50-15)
Sec. 50-15. Penalty.
(a) The Secretary of State shall declare any limited
liability company or foreign limited liability company to be
delinquent and not in good standing if any of the following
occur:
(1) It has failed to file its annual report and pay |
| the requisite fee as required by this Act before the first day of the anniversary month in the year in which it is due.
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(2) It has failed to appoint and maintain a
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| registered agent in Illinois within 60 days of notification of the Secretary of State by the resigning registered agent.
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(3) (Blank).
(b) If the limited liability company or foreign limited
liability company has not corrected the default within the
time periods prescribed by this Act, the Secretary of State
shall be empowered to invoke any of the following penalties:
(1) For failure or refusal to comply with subsection
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| (a) of this Section before the first day of the second month after the anniversary month, a penalty of $100 plus $100 for each year or fraction thereof beginning with the second year of delinquency until returned to good standing or until reinstatement is effected.
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(2) The Secretary of State shall not file any
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| additional documents, amendments, reports, or other papers relating to any limited liability company or foreign limited liability company organized under or subject to the provisions of this Act until any delinquency under subsection (a) is satisfied.
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(3) In response to inquiries received in the Office
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| of the Secretary of State from any party regarding a limited liability company that is delinquent, the Secretary of State may show the limited liability company as not in good standing.
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(Source: P.A. 100-753, eff. 1-1-19 .)
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