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Public Act 91-0354
SB565 Enrolled LRB9103877DJcb
AN ACT to amend the Limited Liability Company Act by
changing Sections 1-20, 1-35, 35-25, 35-70, 45-35, 50-1, and
50-15 and repealing Section 50-30.
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 changing Sections 1-20, 1-35, 35-25, 35-70, 45-35, 50-1,
and 50-15 as follows:
(805 ILCS 180/1-20)
Sec. 1-20. Assumed name.
(a) A limited liability company or a foreign limited
liability company admitted to transact business or making
application for admission to transact business in Illinois
may elect to adopt an assumed name that complies with the
requirements of Section 1-10 of this Act except (a)(1) shall
contain the term "limited liability company", "L.L.C.", or
"LLC".
(a-5) As used in this Act, "assumed name" means any name
other than the true limited liability company name, except
that the following do not constitute the use of an assumed
name under this Act:
(1) A limited liability company's identification of
its business with a trademark or service mark of which
the company is the owner or licensed user.
(2) The use of a name of a division, not containing
the word "limited", "liability", or "company" or an
abbreviation of one of those words, provided that the
limited liability company also clearly discloses its true
name.
(b) Before transacting any business in Illinois under an
assumed limited liability company name or names, the limited
liability company shall, for each assumed name, execute and
file in duplicate an application setting forth all of the
following:
(1) The true limited liability company name.
(2) The state or country under the laws of which it
is organized.
(3) That it intends to transact business under an
assumed limited liability company name.
(4) The assumed name that it proposes to use.
(c) The right to use an assumed name shall be effective
from the date of filing by the Secretary of State until the
first day of the anniversary month of the limited liability
company that falls within the next calendar year evenly
divisible by 5. However, if an application is filed within
the 2 months immediately preceding the anniversary month of a
limited liability company that falls within a calendar year
evenly divisible by 5, the right to use the assumed name
shall be effective until the first day of the anniversary
month of the limited liability company that falls within the
next succeeding calendar year evenly divisible by 5.
(d) A limited liability company shall renew the right to
use its assumed name or names, if any, within the 60 days
preceding the expiration of the right, for a period of 5
years, by making an election to do so at the time of filing
its annual report form and by paying the renewal fee as
prescribed by this Act.
(e) A limited liability company or foreign limited
liability company may change or cancel any or all of its
assumed names by executing and filing an application setting
forth all of the following:
(1) The true limited liability company name.
(2) The state or country under the laws of which it
is organized.
(3) That it intends to cease transacting business
under an assumed name by changing or cancelling it.
(4) The assumed name to be changed or cancelled.
(5) If the assumed name is to be changed, the
assumed name that the limited liability company proposes
to use.
(f) Upon the filing of an application to change an
assumed name, the limited liability company shall have the
right to use the assumed name for the balance of the period
authorized.
(g) The right to use an assumed name shall be cancelled
by the Secretary of State if any of the following occurs:
(1) The limited liability company fails to renew an
assumed name.
(2) The limited liability company has filed an
application to change or cancel the assumed name.
(3) A limited liability company has been dissolved.
(4) A foreign limited liability company has had its
admission to do business in Illinois revoked.
(h) Any limited liability company or foreign limited
liability company failing to pay the prescribed fee for
assumed name renewal when due and payable shall be given
notice of nonpayment by the Secretary of State by regular
mail. If the fee, together with a late fee of $100, is not
paid within 60 days after the notice is mailed, the right to
use the assumed name shall cease. Any limited liability
company or foreign limited liability company that puts forth
any sign or advertisement assuming any name other than that
under which it is organized or otherwise authorized by law to
act is guilty of a business offense and shall be fined not
less than $501 and not more than $1,000. A limited liability
company or foreign limited liability company shall be deemed
guilty of an additional offense for each day it shall
continue to so offend. Each limited liability company or
foreign limited liability company that fails or refuses (1)
to answer truthfully and fully within the time prescribed by
this Act interrogatories propounded by the Secretary of State
in accordance with this Act or (2) to perform any other act
required by this Act to be performed by the limited liability
company or foreign limited liability company is guilty of a
business offense and shall be fined not less than $501 and
not more than $1,000.
(Source: P.A. 87-1062.)
(805 ILCS 180/1-35)
Sec. 1-35. Registered office and registered agent.
(a) Each limited liability company and foreign limited
liability company shall continuously maintain in this State a
registered agent and registered office, which agent must be
an individual resident of this State, a domestic corporation,
or a foreign corporation having a place of business in, and
authorized to do business in, this State. If the agent is a
corporation, the corporation must be authorized by its
articles of incorporation to act as an agent.
(b) A limited liability company or foreign limited
liability company may change its registered agent or the
address of its registered office pursuant to Section 5-15.
(c) The registered agent may at any time resign by
filing in the Office of the Secretary of State written notice
thereof and by mailing a copy thereof to the limited
liability company or foreign limited liability company at its
principal office as it is known to the resigning registered
agent. The notice must be mailed at least 10 days before the
date of filing thereof with the Secretary of State. The
notice shall be executed by the registered agent, if an
individual, or by a principal officer, if the registered
agent is a corporation. The notice shall set forth all of
the following:
(1) The name of the limited liability company for
which the registered agent is acting.
(2) The name of the registered agent.
(3) The address, including street, number, city and
county of the limited liability company's then registered
office in this State.
(4) That the registered agent resigns.
(5) The effective date of the resignation, which
shall not be sooner than 30 days after the date of
filing.
(6) The address of the principal office of the
limited liability company as it is known to the
registered agent.
(7) A statement that a copy of the notice has been
sent by registered or certified mail to the principal
office of the limited liability company within the time
and in the manner prescribed by this Section.
(d) A new registered agent must be placed on record
within 60 days after a registered agent's notice of
resignation under this Section.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 180/35-25)
Sec. 35-25. Grounds of administrative dissolution. The
Secretary of State may dissolve any limited liability company
administratively if any of the following occur:
(1) it has failed to file its annual report and pay its
fee as required by this Act before the first day of the
anniversary month or, within 180 days of the anniversary day;
(2) it has failed to file in the Office of the Secretary
of State any report within 180 days of the date for filing
the report; or
(3) it has failed to appoint and maintain a registered
agent in Illinois within 60 days after a registered agent's
notice of resignation under Section 1-35.
(Source: P.A. 87-1062.)
(805 ILCS 180/35-70)
Sec. 35-70. Dissociated member's power to bind limited
liability company. For 2 years after a member dissociates
without the dissociation resulting in a dissolution and
winding up of a limited liability company's business, the
company, including a surviving company under Article 37, is
bound by an act of the dissociated member that would have
bound the company under Section 13-5 before dissociation only
if at the time of entering into the transaction the other
party:
(1) reasonably believed that the dissociated member was
then a member; and
(2) did not have notice of the member's dissociation.;
and
(3) (blank). is not deemed to have had notice under
Section 35-15.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 180/45-35)
Sec. 45-35. Revocation of admission.
(a) The admission of a foreign limited liability company
to transact business in this State may be revoked by the
Secretary of State upon the occurrence of any of the
following events:
(1) The foreign limited company has failed to:
(A) file its limited liability company annual
report within the time required by Section 50-1 or
has failed to pay any fees or penalties prescribed
by this Article;
(B) appoint and maintain a registered agent in
Illinois within 60 days after a registered agent's
notice of resignation under Section 1-35 as required
by this Article;
(C) file a report upon any change in the name
or business address of the registered agent;
(D) file in the Office of the Secretary of
State any amendment to its application for admission
as specified in Section 45-25; or
(E) renew its assumed name, or to apply to
change its assumed name under this Act, when the
limited liability company may only transact business
within this State under its assumed name.
(2) A misrepresentation has been made of any
material matter in any application, report, affidavit, or
other document submitted by the foreign limited liability
company under this Article.
(b) The admission of a foreign limited liability company
shall not be revoked by the Secretary of State unless all of
the following occur:
(1) The Secretary of State has given the foreign
limited liability company not less than 60 days' notice
thereof by mail addressed to its registered office in
this State or, if the foreign limited liability company
fails to appoint and maintain a registered agent in this
State, addressed to the office required to be maintained
under paragraph (5) of subsection (a) of Section 45-5.
(2) During that 60 day period, the foreign limited
liability company has failed to file the limited
liability company report, to pay fees or penalties, to
file a report of change regarding the registered agent,
to file any amendment, or to correct any
misrepresentation.
(c) Upon the expiration of 60 days after the mailing of
the notice, the admission of the foreign limited liability
company to transact business in this State shall cease.
(Source: P.A. 90-424, eff. 1-1-98.)
(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 and a statement of change of its registered
office or registered agent, or both, if any.
(3) The address, including street and number or
rural route number of its principal place of business.
(4) The names and addresses of its managers or, if
none, the members.
(5) Additional information that may be necessary or
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.
(6) The annual report shall be made on forms
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.
(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. The annual report,
together with all fees and charges as prescribed by this Act,
shall be deemed to be received by the Secretary of State upon
the date of actual receipt thereof by the Secretary of State.
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 30 days of the original due
date of the report was returned for corrections.
(Source: P.A. 90-424, eff. 1-1-98.)
(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.
(2) It has failed to appoint and maintain a
registered agent in Illinois within 60 days of
notification of the Secretary of State by the resigning
registered agent.
(3) (Blank). It has failed to report its federal
employer identification number to the Secretary of State
within 90 days as specified in Section 50-30.
(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 (a) of this Section within 60 days after the
due date, a penalty of $100 plus $50 for each month or
fraction thereof until returned to good standing or until
administratively dissolved by the Secretary of State.
(2) The Secretary of State shall not file any
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.
(3) In response to inquiries received in the Office
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.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 180/50-30 rep.)
Section 6. The Limited Liability Company Act is amended
by repealing Section 50-30.
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