(805 ILCS 180/45-40)
Sec. 45-40. Withdrawal.
(a) A foreign limited liability company admitted to
transact business in this State may withdraw from this State
upon filing with the Secretary of State an application for
withdrawal. In order to withdraw, the foreign limited
liability company shall deliver to the Secretary of State an
application for withdrawal, which shall set forth all of the
following:
(1) The name of the limited liability company and the | ||
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(2) That the limited liability company is not | ||
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(3) That the limited liability company surrenders its | ||
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(4) That the limited liability company revokes the | ||
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(5) A post office address to which may be mailed a | ||
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(6) All additional information that is necessary or | ||
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(b) The application for withdrawal shall be in the form
and manner designated by the Secretary of State and shall be
executed by the limited liability company by one of its
managers or, if none, any member or members that may be
designated by the members pursuant to limited liability
company action properly taken under applicable local law or,
if the limited liability company is in the hands of a
receiver or trustee, by the receiver or trustee on behalf of
the limited liability company. This report shall be
accompanied by a written declaration that it is made under
the penalties of perjury.
(Source: P.A. 98-171, eff. 8-5-13.)
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(805 ILCS 180/45-45)
Sec. 45-45.
Transaction of business without
admission.
(a) A foreign limited liability company transacting
business in this State may not maintain a civil action in any
court of this State until the limited liability company is
admitted to transact business in this State.
(b) The failure of a foreign limited liability company
to be admitted to transact business in this State does not
impair the validity of any contract or act of the foreign
limited liability company or prevent the foreign limited
liability company from defending any civil action in any
court of this State.
(c) A foreign limited liability company, by transacting
business in this State without being admitted to do so,
appoints the Secretary of State as its agent upon whom any
notice, process, or demand may be served.
(d) A foreign limited liability company that transacts
business in this State without being admitted to do so shall
be liable to the State for the years or parts thereof during
which it transacted business in this State without being
admitted in an amount equal to all fees that would have been
imposed by this Article upon that limited liability company
had it been duly admitted, filed all reports required by this
Article, and paid all penalties imposed by this Article. If
a limited liability company fails to be admitted to do
business in this State within 60 days after it commences
transacting business in Illinois, it is liable for a penalty
of $2,000 plus $100 for each month or fraction
thereof in
which it has continued to transact business in this State
without being admitted to do so. The Attorney General shall
bring proceedings to recover all amounts due this State under
this Article.
(e) A member of a foreign limited liability company is
not liable for the debts and obligations of the limited
liability company solely by reason of the company's having
transacted business in this State without being admitted to
do so.
(Source: P.A. 93-32, eff. 12-1-03.)
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(805 ILCS 180/45-47)
Sec. 45-47.
Activities that do not constitute transacting business.
(a) Without excluding other activities that may not constitute transacting
business
in this State, a foreign limited liability company shall not be considered to
be transacting
business in this State, for purposes of this Article 45, by reason of carrying
on in this
State any one or more of the following activities:
(1) Maintaining, defending, or settling any | ||
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(2) Holding meetings of the managers or members or | ||
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(3) Maintaining bank accounts.
(4) Maintaining offices or agencies for the transfer, | ||
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(5) Selling through independent contractors.
(6) Soliciting or obtaining orders, whether by mail | ||
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(7) Owning, without more, real or personal property.
(8) Conducting an isolated transaction that is | ||
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(9) Having a member or manager who is a resident of | ||
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(b) This Section has no application to the question of whether any foreign
limited
liability company is subject to service of process and suit in this State under
any law of
this State.
(Source: P.A. 93-59, eff. 7-1-03.)
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(805 ILCS 180/45-50)
Sec. 45-50. Action to restrain from transaction of
business. (a) The Attorney General may bring an action to
restrain a foreign limited liability company from transacting
business in this State in violation of this Article. (b) If the authority of a foreign limited liability company to do business in Illinois ceases because of failure to pay a judgment reported to the Secretary of State under Section 45-35, then the Attorney General shall bring an action to restrain a foreign limited liability company from transacting business in this State.
(Source: P.A. 98-171, eff. 8-5-13.)
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(805 ILCS 180/45-55)
Sec. 45-55.
Process; service on a foreign limited
liability company. Service of process on a foreign limited
liability company shall be made as provided in subsection (b)
of Section 1-50.
(Source: P.A. 87-1062.)
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(805 ILCS 180/45-60)
Sec. 45-60.
Execution of application.
The execution
of an application constitutes an affirmation under the
penalties of perjury that the facts stated therein are true.
(Source: P.A. 87-1062.)
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