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.
  


LRB101 16327 JLS 65701 b

FISCAL NOTE ACT MAY APPLY
 
 
A BILL FOR
 

  
HB5095LRB101 16327 JLS 65701 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 Limited Liability Company Act is amended  by 
5adding Section 45-70 as follows:
 
6    (805 ILCS 180/45-70 new)
7    Sec. 45-70. Reinstatement following termination.
8    (a) A voluntarily terminated limited liability company may 
9be reinstated by the Secretary of State following the date of 
10issuance of the notice of termination upon:
11        (1) The filing of an application for reinstatement.
12        (2) The filing with the Secretary of State by the 
13    limited liability company of all reports then due and 
14    theretofore becoming due.
15        (3) The payment to the Secretary of State of all fees 
16    and penalties then due and theretofore becoming due. 
17    (b) The application for reinstatement shall be executed and 
18filed in duplicate in accordance with Section 5-45 of this Act 
19and shall set forth all of the following:
20        (1) The name of the limited liability company at the 
21    time of the issuance of the notice of termination.
22        (2) If the name is not available for use as determined 
23    by the Secretary of State at the time of filing the 
 
 
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1    application for reinstatement, the name of the limited 
2    liability company as changed, provided that any change of 
3    name is properly effected under Section 1-10 and Section 
4    5-25 of this Act.
5        (3) The date of issuance of the notice of termination.
6        (4) The address, including street and number or rural 
7    route number, of the registered office of the limited 
8    liability company upon reinstatement thereof and the name 
9    of its registered agent at that address upon the 
10    reinstatement of the limited liability company, provided 
11    that any change from either the registered office or the 
12    registered agent at the time of termination is properly 
13    reported under Section 1-35 of this Act. 
14    (c) When a terminated limited liability company has 
15complied with the provisions of the Section, the Secretary of 
16State shall file the application for reinstatement.
17    (d) Upon the filing of the application for reinstatement, 
18the existence of the limited liability company shall be deemed 
19to have continued without interruption from the date of the 
20issuance of the notice of termination, and the limited 
21liability company shall stand revived with the powers, duties, 
22and obligations as if it had not been terminated. All acts and 
23proceedings of its members, managers, officers, employees, and 
24agents, acting or purporting to act in that capacity, and which 
25would have been legal and valid but for the termination, shall 
26stand ratified and confirmed.
 
 
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1    (e) Without limiting the generality of subsection (d), upon 
2the filing of the application for reinstatement, no member, 
3manager, or officer shall be personally liable for the debts 
4and liabilities of the limited liability company incurred 
5during the period of termination by reason of the fact that the 
6limited liability company was terminated at the time the debts 
7or liabilities were incurred.