SB2172 93RD GENERAL ASSEMBLY

LRB093 16105 RXD 41734 b

93RD GENERAL ASSEMBLY
State of Illinois
2003 and 2004
SB2172

Introduced 1/14/2004, by William R. Haine

SYNOPSIS AS INTRODUCED:

See Index

Amends the Business Corporation Act of 1983 and the General Not for Profit Corporation Act of 1986 by deleting references to "certificates of authority" and making other changes. Amends the Limited Liability Company Act by adding provisions concerning dissolution and penalties and making other changes. Amends the the Uniform Partnership Act and the Uniform Partnership Act (1997) by adding provisions concerning statements of correction and activities that do not constitute the transaction of business and making other changes. Amends the Revised Uniform Limited Partnership Act by adding provisions concerning dissolution, cancellation, statements of correction, activities that do not constitute the transaction of business, and fees and making other changes. Amends the Co-operative Act by changing provisions regarding the use of the term "co-operative" in the name of a corporation or association organized or doing business for profit. Amends the Uniform Commercial Code in relation to certain fees. Effective August 1, 2004.

A BILL FOR

AN ACT concerning business regulation.

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

4		Section 5. The Business Corporation Act of 1983 is amended
5		by changing Sections 1.80, 4.05, 4.10, 4.20, 9.05, 9.20, 11.37,
6		11.75, 12.40, 12.45, 12.50, 13.55, 13.60, 13.75, 14.01, 15.10,
7		15.45, and 15.90 as follows:
8		(805 ILCS 5/1.80) (from Ch. 32, par. 1.80)
9		Sec. 1.80. Definitions. As used in this Act, unless the
10		context otherwise requires, the words and phrases defined in
11		this Section shall have the meanings set forth herein.
12		(a) "Corporation" or "domestic corporation" means a
13		corporation subject to the provisions of this Act, except a
14		foreign corporation.
15		(b) "Foreign corporation" means a corporation for profit
16		organized under laws other than the laws of this State, but
17		shall not include a banking corporation organized under the
18		laws of another state or of the United States, a foreign
19		banking corporation organized under the laws of a country other
20		than the United States and holding a certificate of authority
21		from the Commissioner of Banks and Real Estate issued pursuant
22		to the Foreign Banking Office Act, or a banking corporation
23		holding a license from the Commissioner of Banks and Real
24		Estate issued pursuant to the Foreign Bank Representative
25		Office Act.
26		(c) "Articles of incorporation" means the original
27		articles of incorporation, including the articles of
28		incorporation of a new corporation set forth in the articles of
29		consolidation, and all amendments thereto, whether evidenced
30		by articles of amendment, articles of merger, articles of
31		exchange, statement of correction affecting articles,
32		resolution establishing series of shares or a statement of

1		cancellation under Section 9.05. Restated articles of
2		incorporation shall supersede the original articles of
3		incorporation and all amendments thereto prior to the effective
4		date of filing the articles of amendment incorporating the
5		restated articles of incorporation.
6		(d) "Subscriber" means one who subscribes for shares in a
7		corporation, whether before or after incorporation.
8		(e) "Incorporator" means one of the signers of the original
9		articles of incorporation.
10		(f) "Shares" means the units into which the proprietary
11		interests in a corporation are divided.
12		(g) "Shareholder" means one who is a holder of record of
13		shares in a corporation.
14		(h) "Certificate" representing shares means a written
15		instrument executed by the proper corporate officers, as
16		required by Section 6.35 of this Act, evidencing the fact that
17		the person therein named is the holder of record of the share
18		or shares therein described. If the corporation is authorized
19		to issue uncertificated shares in accordance with Section 6.35
20		of this Act, any reference in this Act to shares represented by
21		a certificate shall also refer to uncertificated shares and any
22		reference to a certificate representing shares shall also refer
23		to the written notice in lieu of a certificate provided for in
24		Section 6.35.
25		(i) "Authorized shares" means the aggregate number of
26		shares of all classes which the corporation is authorized to
27		issue.
28		(j) "Paid-in capital" means the sum of the cash and other
29		consideration received, less expenses, including commissions,
30		paid or incurred by the corporation, in connection with the
31		issuance of shares, plus any cash and other consideration
32		contributed to the corporation by or on behalf of its
33		shareholders, plus amounts added or transferred to paid-in
34		capital by action of the board of directors or shareholders
35		pursuant to a share dividend, share split, or otherwise, minus
36		reductions as provided elsewhere in this Act. Irrespective of

1		the manner of designation thereof by the laws under which a
2		foreign corporation is or may be organized, paid-in capital of
3		a foreign corporation shall be determined on the same basis and
4		in the same manner as paid-in capital of a domestic
5		corporation, for the purpose of computing license fees,
6		franchise taxes and other charges imposed by this Act.
7		(k) "Net assets", for the purpose of determining the right
8		of a corporation to purchase its own shares and of determining
9		the right of a corporation to declare and pay dividends and
10		make other distributions to shareholders is equal to the
11		difference between the assets of the corporation and the
12		liabilities of the corporation.
13		(l) "Registered office" means that office maintained by the
14		corporation in this State, the address of which is on file in
15		the office of the Secretary of State, at which any process,
16		notice or demand required or permitted by law may be served
17		upon the registered agent of the corporation.
18		(m) "Insolvent" means that a corporation is unable to pay
19		its debts as they become due in the usual course of its
20		business.
21		(n) "Anniversary" means that day each year exactly one or
22		more years after:
23		(1) the date of filing the articles of incorporation
24		prescribed by Section 2.10 of this Act, in the case of a
25		domestic corporation;
26		(2) the date of filing the application for authority
27		prescribed by Section 13.15 of this Act, in the case of a
28		foreign corporation; or
29		(3) the date of filing the articles of consolidation
30		prescribed by Section 11.25 of this Act in the case of a
31		consolidation, unless the plan of consolidation provides
32		for a delayed effective date, pursuant to Section 11.40.
33		(o) "Anniversary month" means the month in which the
34		anniversary of the corporation occurs.
35		(p) "Extended filing month" means the month (if any) which
36		shall have been established in lieu of the corporation's

1		anniversary month in accordance with Section 14.01.
2		(q) "Taxable year" means that 12 month period commencing
3		with the first day of the anniversary month of a corporation
4		through the last day of the month immediately preceding the
5		next occurrence of the anniversary month of the corporation,
6		except that in the case of a corporation that has established
7		an extended filing month "taxable year" means that 12 month
8		period commencing with the first day of the extended filing
9		month through the last day of the month immediately preceding
10		the next occurrence of the extended filing month.
11		(r) "Fiscal year" means the 12 month period with respect to
12		which a corporation ordinarily files its federal income tax
13		return.
14		(s) "Close corporation" means a corporation organized
15		under or electing to be subject to Article 2A of this Act, the
16		articles of incorporation of which contain the provisions
17		required by Section 2.10, and either the corporation's articles
18		of incorporation or an agreement entered into by all of its
19		shareholders provide that all of the issued shares of each
20		class shall be subject to one or more of the restrictions on
21		transfer set forth in Section 6.55 of this Act.
22		(t) "Common shares" means shares which have no preference
23		over any other shares with respect to distribution of assets on
24		liquidation or with respect to payment of dividends.
25		(u) "Delivered", for the purpose of determining if any
26		notice required by this Act is effective, means:
27		(1) transferred or presented to someone in person; or
28		(2) deposited in the United States Mail addressed to
29		the person at his, her or its address as it appears on the
30		records of the corporation, with sufficient first-class
31		postage prepaid thereon.
32		(v) "Property" means gross assets including, without
33		limitation, all real, personal, tangible, and intangible
34		property, without qualification.
35		(w) "Taxable period" means that 12-month period commencing
36		with the first day of the second month preceding the

1		corporation's anniversary month in the preceding year and prior
2		to the first day of the second month immediately preceding its
3		anniversary month in the current year, except that, in the case
4		of a corporation that has established an extended filing month,
5		"taxable period" means that 12-month period ending with the
6		last day of its fiscal year immediately preceding the extended
7		filing month. In the case of a newly formed domestic
8		corporation or a newly registered foreign corporation that had
9		not commenced transacting business in this State prior to
10		obtaining authority, "taxable period" means that period
11		commencing with the filing of the articles of incorporation or,
12		in the case of a foreign corporation, of filing of the
13		application for authority, and prior to the first day of the
14		second month immediately preceding its anniversary month in the
15		next succeeding year.
16		(x) "Treasury shares" mean (1) shares of a corporation that
17		have been issued, have been subsequently acquired by and belong
18		to the corporation, and have not been cancelled or restored to
19		the status of authorized but unissued shares and (2) shares (i)
20		declared and paid as a share dividend on the shares referred to
21		in clause (1) or this clause (2), or (ii) issued in a share
22		split of the shares referred to in clause (1) or this clause
23		(2). Treasury shares shall be deemed to be "issued" shares but
24		not "outstanding" shares. Treasury shares may not be voted,
25		directly or indirectly, at any meeting or otherwise. Shares
26		converted into or exchanged for other shares of the corporation
27		shall not be deemed to be treasury shares.
28		(y) "Gross amount of business" means gross receipts, from
29		whatever source derived.
30		(Source: P.A. 92-33, eff. 7-1-01.)
31		(805 ILCS 5/4.05) (from Ch. 32, par. 4.05)
32		Sec. 4.05. Corporate name of domestic or foreign
33		corporation.
34		(a) The corporate name of a domestic corporation or of a
35		foreign corporation organized, existing or subject to the

1		provisions of this Act:
2		(1) Shall contain, separate and apart from any other
3		word or abbreviation in such name, the word "corporation",
4		"company", "incorporated", or "limited", or an
5		abbreviation of one of such words, and if the name of a
6		foreign corporation does not contain, separate and apart
7		from any other word or abbreviation, one of such words or
8		abbreviations, the corporation shall add at the end of its
9		name, as a separate word or abbreviation, one of such words
10		or an abbreviation of one of such words.
11		(2) Shall not contain any word or phrase which
12		indicates or implies that the corporation (i) is authorized
13		or empowered to conduct the business of insurance,
14		assurance, indemnity, or the acceptance of savings
15		deposits; (ii) is authorized or empowered to conduct the
16		business of banking unless otherwise permitted by the
17		Commissioner of Banks and Real Estate pursuant to Section
18		46 of the Illinois Banking Act; or (iii) is authorized or
19		empowered to be in the business of a corporate fiduciary
20		unless otherwise permitted by the Commissioner of Banks and
21		Real Estate under Section 1-9 of the Corporate Fiduciary
22		Act. The word "trust", "trustee", or "fiduciary" may be
23		used by a corporation only if it has first complied with
24		Section 1-9 of the Corporate Fiduciary Act. The word
25		"bank", "banker" or "banking" may only be used by a
26		corporation if it has first complied with Section 46 of the
27		Illinois Banking Act.
28		(3) Shall be distinguishable upon the records in the
29		office of the Secretary of State from the name or assumed
30		name of any domestic corporation or limited liability
31		company organized under the Limited Liability Company Act,
32		whether profit or not for profit, existing under any Act of
33		this State or of the name or assumed name of any foreign
34		corporation or foreign limited liability company
35		registered under the Limited Liability Company Act,
36		whether profit or not for profit, authorized to transact

1		business in this State, or a name the exclusive right to
2		which is, at the time, reserved or registered in the manner
3		provided in this Act or Section 1-15 of the Limited
4		Liability Company Act, except that, subject to the
5		discretion of the Secretary of State, a foreign corporation
6		that has a name prohibited by this paragraph may be issued
7		a certificate of authority to transact business in this
8		State, if the foreign corporation:
9		(i) Elects to adopt an assumed corporate name or
10		names in accordance with Section 4.15 of this Act; and
11		(ii) Agrees in its application for a certificate of
12		authority to transact business in this State only under
13		such assumed corporate name or names.
14		(4) Shall contain the word "trust", if it be a domestic
15		corporation organized for the purpose of accepting and
16		executing trusts, shall contain the word "pawners", if it
17		be a domestic corporation organized as a pawners' society,
18		and shall contain the word "cooperative", if it be a
19		domestic corporation organized as a cooperative
20		association for pecuniary profit.
21		(5) Shall not contain a word or phrase, or an
22		abbreviation or derivation thereof, the use of which is
23		prohibited or restricted by any other statute of this State
24		unless such restriction has been complied with.
25		(6) Shall consist of letters of the English alphabet,
26		Arabic or Roman numerals, or symbols capable of being
27		readily reproduced by the office of the Secretary of State.
28		(7) Shall be the name under which the corporation shall
29		transact business in this State unless the corporation
30		shall also elect to adopt an assumed corporate name or
31		names as provided in this Act; provided, however, that the
32		corporation may use any divisional designation or trade
33		name without complying with the requirements of this Act,
34		provided the corporation also clearly discloses its
35		corporate name.
36		(8) (Blank).

1		(b) The Secretary of State shall determine whether a name
2		is "distinguishable" from another name for purposes of this
3		Act. Without excluding other names which may not constitute
4		distinguishable names in this State, a name is not considered
5		distinguishable, for purposes of this Act, solely because it
6		contains one or more of the following:
7		(1) the word "corporation", "company", "incorporated",
8		or "limited", "limited liability" or an abbreviation of one
9		of such words;
10		(2) articles, conjunctions, contractions,
11		abbreviations, different tenses or number of the same word;
12		(c) Nothing in this Section or Sections 4.15 or 4.20 shall:
13		(1) Require any domestic corporation existing or any
14		foreign corporation having a certificate of authority to
15		transact business on the effective date of this Act, to
16		modify or otherwise change its corporate name or assumed
17		corporate name, if any.
18		(2) Abrogate or limit the common law or statutory law
19		of unfair competition or unfair trade practices, nor
20		derogate from the common law or principles of equity or the
21		statutes of this State or of the United States with respect
22		to the right to acquire and protect copyrights, trade
23		names, trade marks, service names, service marks, or any
24		other right to the exclusive use of names or symbols.
25		(Source: P.A. 92-33, eff. 7-1-01.)
26		(805 ILCS 5/4.10) (from Ch. 32, par. 4.10)
27		Sec. 4.10. Reserved name. The exclusive right to the use of
28		a corporate name or an assumed corporate name, as the case may
29		be, may be reserved by:
30		(a) Any person intending to organize a corporation under
31		this Act.
32		(b) Any domestic corporation intending to change its name.
33		(c) Any foreign corporation intending to make application
34		for a certificate of authority to transact business in this
35		State.

1		(d) Any foreign corporation authorized to transact
2		business in this State and intending to change its name.
3		(e) Any person intending to organize a foreign corporation
4		and intending to have such corporation make application for a
5		certificate of authority to transact business in this State.
6		(f) Any domestic corporation intending to adopt an assumed
7		corporate name.
8		(g) Any foreign corporation authorized to transact
9		business in this State and intending to adopt an assumed
10		corporate name.
11		Such reservation shall be made by filing in the office of
12		the Secretary of State an application to reserve a specified
13		corporate name or a specified assumed corporate name, executed
14		by the applicant. If the Secretary of State finds that such
15		name is available for corporate use, he or she shall reserve
16		the same for the exclusive use of such applicant for a period
17		of ninety days or until surrendered by a written cancellation
18		document signed by the applicant, whichever is sooner.
19		The right to the exclusive use of a specified corporate
20		name or assumed corporate name so reserved may be transferred
21		to any other person by filing in the office of the Secretary of
22		State a notice of such transfer, executed by the person for
23		whom such name was reserved, and specifying the name and
24		address of the transferee.
25		The Secretary of State may revoke any reservation if, after
26		a hearing, he or she finds that the application therefor or any
27		transfer thereof was made contrary to this Act.
28		(Source: P.A. 93-59, eff. 7-1-03.)
29		(805 ILCS 5/4.20) (from Ch. 32, par. 4.20)
30		Sec. 4.20. Change and cancellation of assumed corporate
31		name.
32		(a) Any domestic or foreign corporation may, pursuant to
33		resolution by its board of directors, change or cancel any or
34		all of its assumed corporate names by executing and filing, in
35		accordance with Section 1.10 of this Act, an application

1		setting forth:
2		(1) The true corporate name.
3		(2) The state or country under the laws of which it is
4		organized.
5		(3) That it intends to cease transacting business under
6		an assumed corporate name by changing or cancelling it.
7		(4) The assumed corporate name to be changed from or
8		cancelled.
9		(5) If the assumed corporate name is to be changed, the
10		assumed corporate name that the corporation proposes to
11		use.
12		(b) Upon the filing of an application to change an assumed
13		corporate name, the corporation shall have the right to use the
14		assumed corporate name for the balance of the period authorized
15		by subsection (d) of Section 4.15.
16		(c) The right to use an assumed corporate name shall be
17		cancelled by the Secretary of State:
18		(1) If the corporation fails to renew an assumed
19		corporate name.
20		(2) If the corporation has filed an application to
21		change or cancel an assumed corporate name.
22		(3) If a domestic corporation has been dissolved.
23		(4) If a foreign corporation has had its certificate of
24		authority to do business in this State revoked.
25		(Source: P.A. 87-516.)
26		(805 ILCS 5/9.05) (from Ch. 32, par. 9.05)
27		Sec. 9.05. Power of corporation to acquire its own shares.
28		(a) A corporation may acquire its own shares, subject to
29		limitations set forth in Section 9.10 of this Act.
30		(b) If a corporation acquires its own shares after the
31		effective date of this amendatory Act of 1993, the shares
32		constitute treasury shares until cancelled as provided by
33		subsection (d) of this Section.
34		(c) A corporation shall file a report under Section 14.25
35		of this Act in the case of its acquisition of its own shares

1		that occurs either prior to January 1, 1991 or on or prior to
2		the last day of the third month immediately preceding the
3		corporation's anniversary month in 1991. A corporation shall
4		file a report under Section 14.30 of this Act in the case of
5		its acquisition and cancellation of its own shares that occurs
6		after both December 31, 1990 and the last day of such third
7		month. However, if the articles of incorporation provide that
8		the number of authorized shares is reduced by an acquisition
9		and cancellation of shares, then the corporation shall, within
10		60 days after the date of acquisition, execute and file in
11		duplicate in accordance with Section 1.10 of this Act, a
12		statement of cancellation which sets forth:
13		(1) The name of the corporation.
14		(2) The aggregate number of shares which the
15		corporation has authority to issue, itemized by classes and
16		series, if any, within a class before giving effect to the
17		cancellation.
18		(3) The aggregate number of issued shares, itemized by
19		classes and series, if any, within a class before giving
20		effect to the cancellation.
21		(4) The number of shares cancelled, itemized by classes
22		and series, if any, within a class.
23		(5) The aggregate number of shares which the
24		corporation has the authority to issue, itemized by classes
25		and series, if any, within a class after giving effect to
26		the cancellation.
27		(6) The aggregate number of issued shares, itemized by
28		classes and series, if any, within a class, after giving
29		effect to the cancellation.
30		(7) A statement, expressed in dollars, of the amount of
31		the paid-in capital of the corporation before giving effect
32		to the cancellation.
33		(8) A statement, expressed in dollars, of the amount of
34		the paid-in capital of the corporation after giving effect
35		to the cancellation.
36		Upon the filing of the statement of cancellation by the

1		Secretary of State, the paid-in capital of the corporation
2		shall be deemed to be reduced by that part of the paid-in
3		capital which was, at the time of the cancellation, represented
4		by the shares so cancelled, to the extent of the cost from the
5		paid-in capital of the reacquired and cancelled shares or a
6		lesser amount as may be elected by the corporation, and the
7		statement of cancellation shall operate as an amendment to the
8		articles of incorporation so as to reduce the number of
9		authorized shares by the number of shares so cancelled.
10		(d) A corporation, by resolution of the board of directors,
11		may cancel any of its treasury shares. When cancelled, the
12		shares shall constitute authorized but unissued shares unless
13		the articles of incorporation provide that the shares shall not
14		be reissued, in which case the number of authorized shares
15		shall be reduced by the number of shares cancelled.
16		(e) Until the report required by subsection (c) of this
17		Section, or the report required by Section 14.25 or Section
18		14.30 of this Act reporting a reduction in paid-in capital,
19		shall have been filed in the office of the Secretary of State,
20		the basis of the annual franchise tax payable by the
21		corporation shall not be reduced, provided, however, in no
22		event shall the annual franchise tax for any taxable year be
23		reduced if such report is not filed prior to the first day of
24		the anniversary month or, in the case of a corporation which
25		has established an extended filing month, the extended filing
26		month of that taxable year and before payment of its annual
27		franchise tax.
28		(Source: P.A. 88-151.)
29		(805 ILCS 5/9.20)
30		Sec. 9.20. Reduction of paid-in capital.
31		(a) A corporation may reduce its paid-in capital:
32		(1) by resolution of its board of directors by charging
33		against its paid-in capital (i) the paid-in capital
34		represented by shares acquired and cancelled by the
35		corporation as permitted by law, to the extent of the cost

1		from the paid-in capital of the reacquired and cancelled
2		shares or a lesser amount as may be elected by the
3		corporation, (ii) dividends paid on preferred shares, or
4		(iii) distributions as liquidating dividends; or
5		(2) pursuant to an approved reorganization in
6		bankruptcy that specifically directs the reduction to be
7		effected.
8		(b) Notwithstanding anything to the contrary contained in
9		this Act, at no time shall the paid-in capital be reduced to an
10		amount less than the aggregate par value of all issued shares
11		having a par value.
12		(c) Until the report under Section 14.30 has been filed in
13		the Office of the Secretary of State showing a reduction in
14		paid-in capital, the basis of the annual franchise tax payable
15		by the corporation shall not be reduced; provided, however,
16		that in no event shall the annual franchise tax for any taxable
17		year be reduced if the report is not filed prior to the first
18		day of the anniversary month or, in the case of a corporation
19		that has established an extended filing month, the extended
20		filing month of the corporation of that taxable year and before
21		payment of its annual franchise tax.
22		(d) A corporation that reduced its paid-in capital after
23		December 31, 1986 by one or more of the methods described in
24		subsection (a) may report the reduction pursuant to Section
25		14.30, subject to the restrictions of subsections (b) and (c)
26		of this Section. A reduction in paid-in capital reported
27		pursuant to this subsection shall have no effect for any
28		purpose under this Act with respect to a taxable year ending
29		before the report is filed.
30		(e) Nothing in this Section shall be construed to forbid
31		any reduction in paid-in capital to be effected under Section
32		9.05 of this Act.
33		(f) In the case of a vertical merger, the paid-in capital
34		of a subsidiary may be eliminated if either (1) it was created,
35		totally funded, and or wholly owned by the parent or (2) the
36		amount of the parent's investment in the subsidiary was equal

1		to or exceeded the subsidiary's paid-in capital.
2		(Source: P.A. 92-33, eff. 7-1-01.)
3		(805 ILCS 5/11.37) (from Ch. 32, par. 11.37)
4		Sec. 11.37. Merger of domestic or foreign corporations and
5		domestic not for profit corporations.
6		(a) One or more domestic corporations or one or more
7		foreign corporations may merge into a domestic not for profit
8		corporation subject to the provisions of the General Not For
9		Profit Corporation Act of 1986, as amended, provided that in
10		the case of a foreign corporation for profit, such merger is
11		permitted by the laws of the State or country under which such
12		foreign corporation for profit is organized.
13		(b) Each domestic corporation shall comply with the
14		provisions of this Act with respect to the merger of domestic
15		corporations, each domestic not for profit corporation shall
16		comply with the provisions of the General Not For Profit
17		Corporation Act of 1986, as amended. With respect to merger of
18		domestic not for profit corporations, each foreign corporation
19		for profit shall comply with the laws of the state or country
20		under which it is organized, and each foreign corporation for
21		profit having a certificate of authority to transact business
22		in this State under the provisions of this Act shall comply
23		with the provisions of this Act with respect to merger of
24		foreign corporations for profit.
25		(c) The plan of merger shall set forth, in addition to all
26		matters required by Section 11.05 of this Act, the manner and
27		basis of converting shares of each merging domestic or foreign
28		corporation for profit into membership or other interests of
29		the surviving domestic not for profit corporation, or into
30		cash, or into property, or into any combination of the
31		foregoing.
32		(d) The effect of a merger under this Section shall be the
33		same as in the case of a merger of domestic corporations as set
34		forth in subsection (a) of Section 11.50 of this Act.
35		(e) When such merger has been effected, the shares of the

1		corporation or corporations to be converted under the terms of
2		the plan cease to exist. The holders of those shares are
3		entitled only to the membership or other interests, cash, or
4		other property or combination thereof, into which those shares
5		have been converted in accordance with the plan, subject to any
6		dissenters' rights under Section 11.70 of this Act.
7		(Source: P.A. 93-59, eff. 7-1-03.)
8		(805 ILCS 5/11.75) (from Ch. 32, par. 11.75)
9		Sec. 11.75. Business combinations with interested
10		shareholders.
11		(a) Notwithstanding any other provisions of this Act, a
12		corporation (as defined in this Section 11.75) shall not engage
13		in any business combination with any interested shareholder for
14		a period of 3 years following the time that such shareholder
15		became an interested shareholder, unless (1) prior to such time
16		the board of directors of the corporation approved either the
17		business combination or the transaction which resulted in the
18		shareholder becoming an interested shareholder, or (2) upon
19		consummation of the transaction which resulted in the
20		shareholder becoming an interested shareholder, the interested
21		shareholder owned at least 85% of the voting shares of the
22		corporation outstanding at the time the transaction commenced,
23		excluding for purposes of determining the number of shares
24		outstanding those shares owned (i) by persons who are directors
25		and also officers and (ii) employee stock plans in which
26		employee participants do not have the right to determine
27		confidentially whether shares held subject to the plan will be
28		tendered in a tender or exchange offer, or (3) at or subsequent
29		to such time the business combination is approved by the board
30		of directors and authorized at an annual or special meeting of
31		shareholders, and not by written consent, by the affirmative
32		vote of at least 66 2/3% of the outstanding voting shares which
33		are not owned by the interested shareholder.
34		(b) The restrictions contained in this Section shall not
35		apply if:

1		(1) the corporation's original articles of
2		incorporation contains a provision expressly electing not
3		to be governed by this Section;
4		(2) the corporation, by action of its board of
5		directors, adopts an amendment to its by-laws within 90
6		days of the effective date of this amendatory Act of 1989,
7		expressly electing not to be governed by this Section,
8		which amendment shall not be further amended by the board
9		of directors;
10		(3) the corporation, by action of its shareholders,
11		adopts an amendment to its articles of incorporation or
12		by-laws expressly electing not to be governed by this
13		Section, provided that, in addition to any other vote
14		required by law, such amendment to the articles of
15		incorporation or by-laws must be approved by the
16		affirmative vote of a majority of the shares entitled to
17		vote. An amendment adopted pursuant to this paragraph shall
18		be effective immediately in the case of a corporation that
19		both (i) has never had a class of voting shares that falls
20		within any of the categories set out in paragraph (4) of
21		this subsection (b) and (ii) has not elected by a provision
22		in its original articles of incorporation or any amendment
23		thereto to be governed by this Section. In all other cases,
24		an amendment adopted pursuant to this paragraph shall not
25		be effective until 12 months after the adoption of such
26		amendment and shall not apply to any business combination
27		between such corporation and any person who became an
28		interested shareholder of such corporation on or prior to
29		such adoption. A by-law amendment adopted pursuant to this
30		paragraph shall not be further amended by the board of
31		directors;
32		(4) the corporation does not have a class of voting
33		shares that is (i) listed on a national securities
34		exchange, (ii) authorized for quotation on the NASDAQ Stock
35		Market or (iii) held of record by more than 2,000
36		shareholders, unless any of the foregoing results from

1		action taken, directly or indirectly, by an interested
2		shareholder or from a transaction in which a person becomes
3		an interested shareholder;
4		(5) a shareholder becomes an interested shareholder
5		inadvertently and (i) as soon as practicable divests itself
6		of ownership of sufficient shares so that the shareholder
7		ceases to be an interested shareholder and (ii) would not,
8		at any time within the 3 year period immediately prior to a
9		business combination between the corporation and such
10		shareholder, have been an interested shareholder but for
11		the inadvertent acquisition of ownership;
12		(6) the business combination is proposed prior to the
13		consummation or abandonment of and subsequent to the
14		earlier of the public announcement or the notice required
15		hereunder of a proposed transaction which (i) constitutes
16		one of the transactions described in the second sentence of
17		this paragraph; (ii) is with or by a person who either was
18		not an interested shareholder during the previous 3 years
19		or who became an interested shareholder with the approval
20		of the corporation's board of directors or during the
21		period described in paragraph (7) of this subsection (b);
22		and (iii) is approved or not opposed by a majority of the
23		members of the board of directors then in office (but not
24		less than 1) who were directors prior to any person
25		becoming an interested shareholder during the previous 3
26		years or were recommended for election or elected to
27		succeed such directors by a majority of such directors. The
28		proposed transactions referred to in the preceding
29		sentence are limited to (x) a merger or consolidation of
30		the corporation (except for a merger in respect of which,
31		pursuant to subsection (c) of Section 11.20 of this Act, no
32		vote of the shareholders of the corporation is required);
33		(y) a sale, lease, exchange, mortgage, pledge, transfer or
34		other disposition (in one transaction or a series of
35		transactions), whether as part of a dissolution or
36		otherwise, of assets of the corporation or of any direct or

1		indirect majority-owned subsidiary of the corporation
2		(other than to any direct or indirect wholly-owned
3		subsidiary or to the corporation) having an aggregate
4		market value equal to 50% or more of either the aggregate
5		market value of all of the assets of the corporation
6		determined on a consolidated basis or the aggregate market
7		value of all the outstanding shares of the corporation; or
8		(z) a proposed tender or exchange offer for 50% or more of
9		the outstanding voting shares of the corporation. The
10		corporation shall give not less than 20 days notice to all
11		interested shareholders prior to the consummation of any of
12		the transactions described in clauses (x) or (y) of the
13		second sentence of this paragraph; or
14		(7) The business combination is with an interested
15		shareholder who became an interested shareholder at a time
16		when the restrictions contained in this Section did not
17		apply by reason of any of the paragraphs (1) through (4) of
18		this subsection (b), provided, however, that this
19		paragraph (7) shall not apply if, at the time the
20		interested shareholder became an interested shareholder,
21		the corporation's articles of incorporation contained a
22		provision authorized by the last sentence of this
23		subsection (b). Notwithstanding paragraphs (1), (2), (3)
24		and (4) of this subsection and subparagraph (A) of
25		paragraph (5) of subsection (c), any domestic corporation
26		may elect by a provision of its original articles of
27		incorporation or any amendment thereto to be governed by
28		this Section, provided that any such amendment to the
29		articles of incorporation shall not apply to restrict a
30		business combination between the corporation and an
31		interested shareholder of the corporation if the
32		interested shareholder became such prior to the effective
33		date of the amendment.
34		(c) As used in this Section 11.75 only, the term:
35		(1) "Affiliate" means a person that directly, or
36		indirectly through one or more intermediaries, controls,

1		or is controlled by, or is under common control with,
2		another person.
3		(2) "Associate" when used to indicate a relationship
4		with any person, means (i) any corporation, partnership,
5		unincorporated association, or other entity of which such
6		person is a director, officer or partner or is, directly or
7		indirectly, the owner of 20% or more of any class of voting
8		shares, (ii) any trust or other estate in which such person
9		has at least a 20% beneficial interest or as to which such
10		person serves as trustee or in a similar fiduciary
11		capacity, and (iii) any relative or spouse of such person,
12		or any relative of such spouse, who has the same residence
13		as such person.
14		(3) "Business combination" when used in reference to
15		any corporation and any interested shareholder of such
16		corporation, means:
17		(A) any merger or consolidation of the corporation
18		or any direct or indirect majority-owned subsidiary of
19		the corporation with (i) the interested shareholder,
20		or (ii) with any other corporation if the merger or
21		consolidation is caused by the interested shareholder
22		and as a result of such merger or consolidation
23		subsection (a) of this Section is not applicable to the
24		surviving corporation;
25		(B) any sale, lease, exchange, mortgage, pledge,
26		transfer or other disposition (in one transaction or a
27		series of transactions), except proportionately as a
28		shareholder of such corporation, to or with the
29		interested shareholder, whether as part of a
30		dissolution or otherwise, of assets of the corporation
31		or of any direct or indirect majority-owned subsidiary
32		of the corporation which assets have an aggregate
33		market value equal to 10% or more of either the
34		aggregate market value of all the assets of the
35		corporation determined on a consolidated basis or the
36		aggregate market value of all the outstanding shares of

1		the corporation;
2		(C) any transaction which results in the issuance
3		or transfer by the corporation or by any direct or
4		indirect majority-owned subsidiary of the corporation
5		of any shares of the corporation or of such subsidiary
6		to the interested shareholder, except (i) pursuant to
7		the exercise, exchange or conversion of securities
8		exercisable for, exchangeable for or convertible into
9		shares of such corporation or any such subsidiary which
10		securities were outstanding prior to the time that the
11		interested shareholder became such, (ii) pursuant to a
12		dividend or distribution paid or made, or the exercise,
13		exchange or conversion of securities exercisable for,
14		exchangeable for or convertible into shares of such
15		corporation or any such subsidiary which security is
16		distributed, pro rata to all holders of a class or
17		series of shares of such corporation subsequent to the
18		time the interested shareholder became such, (iii)
19		pursuant to an exchange offer by the corporation to
20		purchase shares made on the same terms to all holders
21		of said shares, or (iv) any issuance or transfer of
22		shares by the corporation, provided however, that in no
23		case under clauses (ii), (iii) and (iv) above shall
24		there be an increase in the interested shareholder's
25		proportionate share of the shares of any class or
26		series of the corporation or of the voting shares of
27		the corporation;
28		(D) any transaction involving the corporation or
29		any direct or indirect majority-owned subsidiary of
30		the corporation which has the effect, directly or
31		indirectly, of increasing the proportionate share of
32		the shares of any class or series, or securities
33		convertible into the shares of any class or series, of
34		the corporation or of any such subsidiary which is
35		owned by the interested shareholder, except as a result
36		of immaterial changes due to fractional share

1		adjustments or as a result of any purchase or
2		redemption of any shares of any class or series not
3		caused, directly or indirectly, by the interested
4		shareholder; or
5		(E) any receipt by the interested shareholder of
6		the benefit, directly or indirectly (except
7		proportionately as a shareholder of such corporation)
8		of any loans, advances, guarantees, pledges, or other
9		financial benefits (other than those expressly
10		permitted in subparagraphs (A) through (D) of this
11		paragraph (3)) provided by or through the corporation
12		or any direct or indirect majority owned subsidiary; or
13		(F) any receipt by the interested shareholder of
14		the benefit, directly or indirectly, (except
15		proportionately as a shareholder of such corporation)
16		of any assets, loans, advances, guarantees, pledges or
17		other financial benefits (other than those expressly
18		permitted in subparagraphs (A) through (D) of this
19		paragraph (3)) provided by or through any "defined
20		benefit pension plan" (as defined in Section 3 of the
21		Employee Retirement Income Security Act) of the
22		corporation or any direct or indirect majority owned
23		subsidiary.
24		(4) "Control", including the term "controlling",
25		"controlled by" and "under common control with", means the
26		possession, directly or indirectly, of the power to direct
27		or cause the direction of the management and policies of a
28		person, whether through the ownership of voting shares, by
29		contract or otherwise. A person who is the owner of 20% or
30		more of the outstanding voting shares of any corporation,
31		partnership, unincorporated association, or other entity
32		shall be presumed to have control of such entity, in the
33		absence of proof by preponderance of the evidence to the
34		contrary. Notwithstanding the foregoing, a presumption of
35		control shall not apply where such person holds voting
36		shares, in good faith and not for the purpose of

1		circumventing this Section, as an agent, bank, broker,
2		nominee, custodian or trustee for one or more owners who do
3		not individually or as a group have control of such entity.
4		(5) "Corporation" means a domestic corporation that:
5		(A) has any equity securities registered under
6		Section 12 of the Securities Exchange Act of 1934 or is
7		subject to Section 15(d) of that Act; and
8		(B) either
9		(i) has its principal place of business or its
10		principal executive office located in Illinois; or
11		(ii) owns or controls assets located within
12		Illinois that have a fair market value of at least
13		$1,000,000, and
14		(C) either
15		(i) has more than 10% of its shareholders
16		resident in Illinois;
17		(ii) has more than 10% of its shares owned by
18		Illinois residents; or
19		(iii) has 2,000 shareholders resident in
20		Illinois.
21		The residence of a shareholder is presumed to be the
22		address appearing in the records of the corporation. Shares
23		held by banks (except as trustee, executor or guardian),
24		securities dealers or nominees are disregarded for
25		purposes of calculating the percentages and numbers in this
26		paragraph (5).
27		(6) "Interested shareholder" means any person (other
28		than the corporation and any direct or indirect
29		majority-owned subsidiary of the corporation) that (i) is
30		the owner of 15% or more of the outstanding voting shares
31		of the corporation, or (ii) is an affiliate or associate of
32		the corporation and was the owner of 15% or more of the
33		outstanding voting shares of the corporation at any time
34		within the 3 year period immediately prior to the date on
35		which it is sought to be determined whether such person is
36		an interested shareholder; and the affiliates and

1		associates of such person, provided, however, that the term
2		"interested shareholder" shall not include (x) any person
3		who (A) owned shares in excess of the 15% limitation set
4		forth herein as of, or acquired such shares pursuant to a
5		tender offer commenced prior to the effective date of this
6		amendatory Act of 1989 or pursuant to an exchange offer
7		announced prior to the aforesaid date and commenced within
8		90 days thereafter and either (I) continued to own shares
9		in excess of such 15% limitation or would have but for
10		action by the corporation or (II) is an affiliate or
11		associate of the corporation and so continued (or so would
12		have continued but for action by the corporation) to be the
13		owner of 15% or more of the outstanding voting shares of
14		the corporation at any time within the 3-year period
15		immediately prior to the date on which it is sought to be
16		determined whether such a person is an interested
17		shareholder or (B) acquired said shares from a person
18		described in (A) above by gift, inheritance or in a
19		transaction in which no consideration was exchanged; or (y)
20		any person whose ownership of shares in excess of the 15%
21		limitation set forth herein is the result of action taken
22		solely by the corporation, provided that such person shall
23		be an interested shareholder if thereafter such person
24		acquires additional shares of voting shares of the
25		corporation, except as a result of further corporate action
26		not caused, directly or indirectly, by such person. For the
27		purpose of determining whether a person is an interested
28		shareholder, the voting shares of the corporation deemed to
29		be outstanding shall include shares deemed to be owned by
30		the person through application of paragraph (9) of this
31		subsection, but shall not include any other unissued shares
32		of such corporation which may be issuable pursuant to any
33		agreement, arrangement or understanding, or upon exercise
34		of conversion rights, warrants or options, or otherwise.
35		(7) "Person" means any individual, corporation,
36		partnership, unincorporated association or other entity.

1		(7.5) "Shares" means, with respect to any corporation,
2		capital stock and, with respect to any other entity, any
3		equity interest.
4		(8) "Voting shares" means, with respect to any
5		corporation, shares of any class or series entitled to vote
6		generally in the election of directors and, with respect to
7		any entity that is not a corporation, any equity interest
8		entitled to vote generally in its election of the governing
9		body of the entity.
10		(9) "Owner" including the terms "own" and "owned" when
11		used with respect to any shares means a person that
12		individually or with or through any of its affiliates or
13		associates:
14		(A) beneficially owns such shares, directly or
15		indirectly; or
16		(B) has (i) the right to acquire such shares
17		(whether such right is exercisable immediately or only
18		after the passage of time) pursuant to any agreement,
19		arrangement or understanding, or upon the exercise of
20		conversion rights, exchange rights, warrants or
21		options, or otherwise; provided, however, that a
22		person shall not be deemed the owner of shares tendered
23		pursuant to a tender or exchange offer made by such
24		person or any of such person's affiliates or associates
25		until such tendered shares is accepted for purchase or
26		exchange; or (ii) the right to vote such shares
27		pursuant to any agreement, arrangement or
28		understanding; provided, however, that a person shall
29		not be deemed the owner of any shares because of such
30		person's right to vote such shares if the agreement,
31		arrangement or understanding to vote such shares
32		arises solely from a revocable proxy or consent given
33		in response to a proxy or consent solicitation made to
34		10 or more persons; or
35		(C) has any agreement, arrangement or
36		understanding for the purpose of acquiring, holding,

1		voting (except voting pursuant to a revocable proxy or
2		consent as described in clause (ii) of subparagraph (B)
3		of this paragraph), or disposing of such shares with
4		any other person that beneficially owns, or whose
5		affiliates or associates beneficially own, directly or
6		indirectly, such shares.
7		(d) No provision of the articles a certificate of
8		incorporation or the by-laws by-law shall require, for any vote
9		of shareholders required by this Section a greater vote of
10		shareholders than that specified in this Section.
11		(e) The provisions of this Section 11.75 are severable and
12		any provision held invalid shall not affect or impair any of
13		the remaining provisions of this Section.
14		(Source: P.A. 93-59, eff. 7-1-03.)
15		(805 ILCS 5/12.40) (from Ch. 32, par. 12.40)
16		Sec. 12.40. Procedure for administrative dissolution.
17		(a) After the Secretary of State determines that one or
18		more grounds exist under Section 12.35 for the administrative
19		dissolution of a corporation, he or she shall send by regular
20		mail to each delinquent corporation a Notice of Delinquency to
21		its registered office, or, if the corporation has failed to
22		maintain a registered office, then to the president or other
23		principal officer at the last known office of said officer.
24		(b) If the corporation does not correct the default
25		described in paragraphs (a) through (e) of Section 12.35 within
26		90 days following such notice, the Secretary of State shall
27		thereupon dissolve the corporation by issuing a certificate of
28		dissolution that recites the ground or grounds for dissolution
29		and its effective date. If the corporation does not correct the
30		default described in paragraphs (f) through (h) of Section
31		12.35, within 30 days following such notice, the Secretary of
32		State shall thereupon dissolve the corporation by issuing a
33		certificate of dissolution as herein prescribed. The Secretary
34		of State shall file the original of the certificate in his or
35		her office, mail one copy to the corporation at its registered

1		office or, if the corporation has failed to maintain a
2		registered office, then to the president or other principal
3		officer at the last known office of said officer, and file one
4		copy for record in the office of the recorder of the county in
5		which the registered office of the corporation in this State is
6		situated, to be recorded by such recorder. The recorder shall
7		submit for payment to the Secretary of State, on a quarterly
8		basis, the amount of filing fees incurred.
9		(c) The administrative dissolution of a corporation
10		terminates its corporate existence and such a dissolved
11		corporation shall not thereafter carry on any business,
12		provided however, that such a dissolved corporation may take
13		all action authorized under Section 12.75 or necessary to wind
14		up and liquidate its business and affairs under Section 12.30.
15		(Source: P.A. 93-59, eff. 7-1-03.)
16		(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
17		Sec. 12.45. Reinstatement following administrative
18		dissolution.
19		(a) A domestic corporation administratively dissolved
20		under Section 12.40 may be reinstated by the Secretary of State
21		within five years following the date of issuance of the
22		certificate of dissolution upon:
23		(1) The filing of an application for reinstatement.
24		(2) The filing with the Secretary of State by the
25		corporation of all reports then due and theretofore
26		becoming due.
27		(3) The payment to the Secretary of State by the
28		corporation of all fees, franchise taxes, and penalties
29		then due and theretofore becoming due.
30		(b) The application for reinstatement shall be executed and
31		filed in duplicate in accordance with Section 1.10 of this Act
32		and shall set forth:
33		(1) The name of the corporation at the time of the
34		issuance of the certificate of dissolution.
35		(2) If such name is not available for use as determined

1		by the Secretary of State at the time of filing the
2		application for reinstatement, the name of the corporation
3		as changed, provided however, and any change of name is
4		properly effected pursuant to Section 10.05 and Section
5		10.30 of this Act.
6		(3) The date of the issuance of the certificate of
7		dissolution.
8		(4) The address, including street and number, or rural
9		route number of the registered office of the corporation
10		upon reinstatement thereof, and the name of its registered
11		agent at such address upon the reinstatement of the
12		corporation, provided however, that any change from either
13		the registered office or the registered agent at the time
14		of dissolution is properly reported pursuant to Section
15		5.10 of this Act.
16		(c) When a dissolved corporation has complied with the
17		provisions of this Sec the Secretary of State shall file the
18		application for reinstatement.
19		(d) Upon the filing of the application for reinstatement,
20		the corporate existence shall be deemed to have continued
21		without interruption from the date of the issuance of the
22		certificate of dissolution, and the corporation shall stand
23		revived with such powers, duties and obligations as if it had
24		not been dissolved; and all acts and proceedings of its
25		officers, directors and shareholders, acting or purporting to
26		act as such, which would have been legal and valid but for such
27		dissolution, shall stand ratified and confirmed.
28		(Source: P.A. 92-33, eff. 7-1-01.)
29		(805 ILCS 5/12.50) (from Ch. 32, par. 12.50)
30		Sec. 12.50. Grounds for judicial dissolution in actions by
31		nonshareholders.
32		(a) A Circuit Court may dissolve a corporation:
33		(1) In an action by the Attorney General, if it is
34		established that:
35		(i) The corporation filed its articles obtained

1		its certificate of incorporation through fraud; or
2		(ii) The corporation has continued to exceed or
3		abuse the authority conferred upon it by law, or has
4		continued to violate the law, after notice of the same
5		has been given to such corporation, either personally
6		or by registered mail; or
7		(iii) Any interrogatory propounded by the
8		Secretary of State to the corporation, its officers or
9		directors, as provided in this Act, has been answered
10		falsely or has not been answered fully within 30 days
11		after the mailing of such interrogatories by the
12		Secretary of State or within such extension of time as
13		shall have been authorized by the Secretary of State.
14		(2) In an action by a creditor, if it is established
15		that:
16		(i) The creditor's claim has been reduced to
17		judgment, a copy of the judgment has been returned
18		unsatisfied, and the corporation is insolvent; or
19		(ii) The corporation has admitted in writing that
20		the creditor's claim is due and owing, and the
21		corporation is insolvent.
22		(3) In an action by the corporation to dissolve under
23		court supervision, if it is established that dissolution is
24		reasonably necessary because the business of the
25		corporation can no longer be conducted to the general
26		advantage of its shareholders.
27		(b) As an alternative to dissolution, the court may order
28		any of the other remedies contained in subsection (b) of
29		Section 12.55.
30		(Source: P.A. 89-169, eff. 7-19-95; 89-364, eff. 8-18-95.)
31		(805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
32		Sec. 13.55. Procedure for revocation of authority.
33		(a) After the Secretary of State determines that one or
34		more grounds exist under Section 13.50 for the revocation of
35		authority of a foreign corporation, he or she shall send by

1		regular mail to each delinquent corporation a Notice of
2		Delinquency to its registered office, or, if the corporation
3		has failed to maintain a registered office, then to the
4		president or other principal officer at the last known office
5		of said officer.
6		(b) If the corporation does not correct the default
7		described in paragraphs (c) through (k) of Section 13.50 within
8		90 days following such notice, the Secretary of State shall
9		thereupon revoke the authority of the corporation by issuing a
10		certificate of revocation that recites the grounds for
11		revocation and its effective date. If the corporation does not
12		correct the default described in paragraph (a), (b), or (l) of
13		Section 13.50, within 30 days following such notice, the
14		Secretary of State shall thereupon revoke the authority of the
15		corporation by issuing a certificate of revocation as herein
16		prescribed. The Secretary of State shall file the original of
17		the certificate in his or her office, mail one copy to the
18		corporation at its registered office or, if the corporation has
19		failed to maintain a registered office, then to the president
20		or other principal officer at the last known office of said
21		officer, and file one copy for record in the office of the
22		recorder of the county in which the registered office of the
23		corporation in this State is situated, to be recorded by such
24		recorder. The recorder shall submit for payment to the
25		Secretary of State, on a quarterly basis, the amount of filing
26		fees incurred.
27		(c) Upon the issuance of the certificate of revocation, the
28		authority of the corporation to transact business in this State
29		shall cease and such revoked corporation shall not thereafter
30		carry on any business in this State.
31		(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
32		(805 ILCS 5/13.60) (from Ch. 32, par. 13.60)
33		Sec. 13.60. Reinstatement following revocation.
34		(a) A foreign corporation revoked under Section 13.55 may
35		be reinstated by the Secretary of State within five years

1		following the date of issuance of the certificate of revocation
2		upon:
3		(1) The filing of an application for reinstatement.
4		(2) The filing with the Secretary of State by the
5		corporation of all reports then due and theretofore
6		becoming due.
7		(3) The payment to the Secretary of State by the
8		corporation of all fees, franchise taxes, and penalties
9		then due and theretofore becoming due.
10		(b) The application for reinstatement shall be executed and
11		filed in duplicate in accordance with Section 1.10 of this Act
12		and shall set forth:
13		(1) The name of the corporation at the time of the
14		issuance of the certificate of revocation.
15		(2) If such name is not available for use as determined
16		by the Secretary of State at the time of filing the
17		application for reinstatement, the name of the corporation
18		as changed; provided, however, that any change of name is
19		properly effected pursuant to Section 13.30 and Section
20		13.40 of this Act.
21		(3) The date of the issuance of the certificate of
22		revocation.
23		(4) The address, including street and number, or rural
24		route number, of the registered office of the corporation
25		upon reinstatement thereof, and the name of its registered
26		agent at such address upon the reinstatement of the
27		corporation; provided, however, that any change from
28		either the registered office or the registered agent at the
29		time of revocation is properly reported pursuant to Section
30		5.10 of this act.
31		(c) When a revoked corporation has complied with the
32		provisions of this Section, the Secretary of State shall file
33		the application for reinstatement.
34		(d) Upon the filing of the application for reinstatement,
35		the authority of the corporation to transact business in this
36		State shall be deemed to have continued without interruption

1		from the date of the issuance of the certificate of revocation,
2		and the corporation shall stand revived as if its certificate
3		of authority had not been revoked; and all acts and proceedings
4		of its officers, directors and shareholders, acting or
5		purporting to act as such, which would have been legal and
6		valid but for such revocation, shall stand ratified and
7		confirmed.
8		(Source: P.A. 92-33, eff. 7-1-01.)
9		(805 ILCS 5/13.75)
10		Sec. 13.75. Activities that do not constitute transacting
11		business. Without excluding other activities that may not
12		constitute transacting doing business in this State, a foreign
13		corporation shall not be considered to be transacting business
14		in this State, for purposes of this Article 13, by reason of
15		carrying on in this State any one or more of the following
16		activities:
17		(1) maintaining, defending, or settling any
18		proceeding;
19		(2) holding meetings of the board of directors or
20		shareholders or carrying on other activities concerning
21		internal corporate affairs;
22		(3) maintaining bank accounts;
23		(4) maintaining offices or agencies for the transfer,
24		exchange, and registration of the corporation's own
25		securities or maintaining trustees or depositaries with
26		respect to those securities;
27		(5) selling through independent contractors;
28		(6) soliciting or obtaining orders, whether by mail or
29		through employees or agents or otherwise, if orders require
30		acceptance outside this State before they become
31		contracts;
32		(7) (blank);
33		(8) (blank);
34		(9) owning, without more, real or personal property;
35		(10) conducting an isolated transaction that is

1		completed within 120 days and that is not one in the course
2		of repeated transactions of a like nature; or
3		(11) having a corporate officer or director who is a
4		resident of this State.
5		(Source: P.A. 93-59, eff. 7-1-03.)
6		(805 ILCS 5/14.01) (from Ch. 32, par. 14.01)
7		Sec. 14.01. Statement of election to establish an extended
8		filing month.
9		(a) Each domestic corporation and each foreign corporation
10		authorized to transact business in this State, having reported
11		on its last annual report, or articles of incorporation in the
12		case of a domestic corporation, or application for certificate
13		of authority in the case of a foreign corporation, an amount
14		less than 100% of its paid-in capital represented in Illinois,
15		may make an irrevocable, one time election to establish an
16		extended filing month for the purpose of filing annual reports
17		for all subsequent taxable years by filing pursuant to Section
18		1.10 within the time prescribed by subsection (c) of this
19		Section, a statement setting forth:
20		(1) The name of the corporation.
21		(2) The file number of the corporation as assigned by
22		the Secretary of State.
23		(3) The state or country under whose laws it was
24		organized, the date of incorporation or the date of the
25		filing of its application for issuance of its certificate
26		of authority, if a foreign corporation.
27		(4) The date of the fiscal year end immediately
28		preceding this election.
29		(5) The extended filing month, which month may be any
30		month in 1991 or a subsequent year which is one of the 9
31		months consecutively following the end of the
32		corporation's fiscal year, except that such month may not
33		be one of the 2 months immediately preceding the
34		corporation's anniversary month.
35		Notwithstanding the foregoing, a corporation whose

1		fiscal year ends within the 2 months immediately preceding
2		its anniversary month may not elect an extended filing
3		month.
4		(b) The statement of election shall be accompanied by an
5		interim annual report which shall set forth, as of the date of
6		filing of the statement, all of the information required
7		pursuant to Section 14.05 of this Act to be included in the
8		annual report except that the information required by
9		subparagraph (h) of Section 14.05 shall be the amounts
10		represented in this State as disclosed by the preceding annual
11		report or if no annual report is on file, from information
12		contained in the articles of incorporation of a domestic
13		corporation or the application for certificate of authority in
14		the case of a foreign corporation.
15		(c) The statement of election and interim annual report
16		referred to in this Section, together with all fees, taxes and
17		charges as prescribed by this Act and prorated in accordance
18		with Section 15.45 or 15.75, shall be delivered to the
19		Secretary of State within 60 days immediately preceding the
20		first day of the anniversary month of the corporation in 1991
21		or any subsequent year. Proof to the satisfaction of the
22		Secretary of State that prior to the first day of the
23		anniversary month of the corporation such statement of election
24		and interim annual report together with all fees, taxes and
25		charges as prescribed by this Act, were deposited in the United
26		States mail in a sealed envelope, properly addressed, with
27		postage prepaid, shall be deemed a compliance with this
28		requirement. If the Secretary of State finds that such
29		statement and reports conform to the requirements of this Act,
30		he or she shall file the same. If he or she finds that they do
31		not so conform, he or she shall promptly return the same to the
32		corporation for any necessary corrections, in which event the
33		penalties hereinafter prescribed for failure to file such
34		report within the time hereinabove provided shall not apply if
35		such statement, if applicable, and report are corrected to
36		conform to the requirements of this Act and returned to the

1		Secretary of State within 30 days of the date the report was
2		returned for corrections.
3		(d) Subsequent to the filing of the statement of election
4		and the interim annual report, the corporation shall file
5		within 60 days prior to the extended filing month a final
6		transition annual report reflecting the factual information
7		required by Section 14.05, and must pay the appropriate fees
8		and franchise taxes due, if any, or set forth the amount of any
9		overpayment to be credited against any other taxes applicable
10		under this Act which may thereafter be payable, in each case
11		based on any difference which may exist between its interim
12		annual report and its final transition annual report.
13		Compliance with this Section establishes a new reporting period
14		for documents required under Article 14 of this Act.
15		(Source: P.A. 86-985.)
16		(805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
17		Sec. 15.10. Fees for filing documents. The Secretary of
18		State shall charge and collect for:
19		(a) Filing articles of incorporation, $150.
20		(b) Filing articles of amendment, $50, unless the amendment
21		is a restatement of the articles of incorporation, in which
22		case the fee shall be $150.
23		(c) Filing articles of merger or consolidation, $100, but
24		if the merger or consolidation involves more than 2
25		corporations, $50 for each additional corporation.
26		(d) Filing articles of share exchange, $100.
27		(e) Filing articles of dissolution, $5.
28		(f) Filing application to reserve a corporate name, $25.
29		(g) Filing a notice of transfer or cancellation of a
30		reserved corporate name, $25.
31		(h) Filing statement of change of address of registered
32		office or change of registered agent, or both, $25.
33		(i) Filing statement of the establishment of a series of
34		shares, $25.
35		(j) Filing an application of a foreign corporation for

1		authority to transact business in this State, $150.
2		(k) Filing an application of a foreign corporation for
3		amended authority to transact business in this State, $25.
4		(l) Filing a copy of amendment to the articles of
5		incorporation of a foreign corporation holding authority to
6		transact business in this State, $50, unless the amendment is a
7		restatement of the articles of incorporation, in which case the
8		fee shall be $150.
9		(m) Filing a copy of articles of merger of a foreign
10		corporation holding a certificate of authority to transact
11		business in this State, $100, but if the merger involves more
12		than 2 corporations, $50 for each additional corporation.
13		(n) Filing an application for withdrawal and final report
14		or a copy of articles of dissolution of a foreign corporation,
15		$25.
16		(o) Filing an annual report, interim annual report, or
17		final transition annual report of a domestic or foreign
18		corporation, $75.
19		(p) Filing an application for reinstatement of a domestic
20		or a foreign corporation, $200.
21		(q) Filing an application for use of an assumed corporate
22		name, $150 for each year or part thereof ending in 0 or 5, $120
23		for each year or part thereof ending in 1 or 6, $90 for each
24		year or part thereof ending in 2 or 7, $60 for each year or part
25		thereof ending in 3 or 8, $30 for each year or part thereof
26		ending in 4 or 9, between the date of filing the application
27		and the date of the renewal of the assumed corporate name; and
28		a renewal fee for each assumed corporate name, $150.
29		(r) To change an assumed corporate name for the period
30		remaining until the renewal date of the original assumed name,
31		$25.
32		(s) Filing an application for cancellation of an assumed
33		corporate name, $5.
34		(t) Filing an application to register the corporate name of
35		a foreign corporation, $50; and an annual renewal fee for the
36		registered name, $50.

1		(u) Filing an application for cancellation of a registered
2		name of a foreign corporation, $25.
3		(v) Filing a statement of correction, $50.
4		(w) Filing a petition for refund or adjustment, $5.
5		(x) Filing a statement of election of an extended filing
6		month, $25.
7		(y) Filing any other statement or report, $5.
8		(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 12-1-03; 93-59,
9		eff. 7-1-03; revised 9-5-03.)
10		(805 ILCS 5/15.45) (from Ch. 32, par. 15.45)
11		Sec. 15.45. Rate of franchise taxes payable by domestic
12		corporations.
13		(a) The annual franchise tax payable by each domestic
14		corporation shall be computed at the rate of 1/12 of 1/10 of 1%
15		for each calendar month or fraction thereof for the period
16		commencing on the first day of July 1983 to the first day of
17		the anniversary month in 1984, but in no event shall the amount
18		of the annual franchise tax be less than $2.08333 per month
19		assessed on a minimum of $25 per annum or more than
20		$83,333.333333 per month; commencing on January 1, 1984 to the
21		first day of the anniversary month in 2004, the annual
22		franchise tax payable by each domestic corporation shall be
23		computed at the rate of 1/10 of 1% for the 12-months' period
24		commencing on the first day of the anniversary month or, in
25		cases where a corporation has established an extended filing
26		month, the extended filing month of the corporation, but in no
27		event shall the amount of the annual franchise tax be less than
28		$25 nor more than $1,000,000 per annum; commencing with the
29		first anniversary month that occurs after December, 2003, the
30		annual franchise tax payable by each domestic corporation shall
31		be computed at the rate of 1/10 of 1% for the 12-months' period
32		commencing on the first day of the anniversary month or, in
33		cases where a corporation has established an extended filing
34		month, the extended filing month of the corporation, but in no
35		event shall the amount of the annual franchise tax be less than

1		$25 nor more than $2,000,000 per annum.
2		(b) The annual franchise tax payable by each domestic
3		corporation at the time of filing a statement of election and
4		interim annual report in connection with an anniversary month
5		prior to January, 2004 shall be computed at the rate of 1/10 of
6		1% for the 12 month period commencing on the first day of the
7		anniversary month of the corporation next following such
8		filing, but in no event shall the amount of the annual
9		franchise tax be less than $25 nor more than $1,000,000 per
10		annum; commencing with the first anniversary month that occurs
11		after December, 2003, the annual franchise tax payable by each
12		domestic corporation at the time of filing a statement of
13		election and interim annual report shall be computed at the
14		rate of 1/10 of 1% for the 12-month period commencing on the
15		first day of the anniversary month of the corporation next
16		following such filing, but in no event shall the amount of the
17		annual franchise tax be less than $25 nor more than $2,000,000
18		per annum.
19		(c) The annual franchise tax payable at the time of filing
20		the final transition annual report in connection with an
21		anniversary month prior to January, 2004 shall be an amount
22		equal to (i) 1/12 of 1/10 of 1% per month of the proportion of
23		paid-in capital represented in this State as shown in the final
24		transition annual report multiplied by (ii) the number of
25		months commencing with the anniversary month next following the
26		filing of the statement of election until, but excluding, the
27		second extended filing month, less the annual franchise tax
28		theretofore paid at the time of filing the statement of
29		election, but in no event shall the amount of the annual
30		franchise tax be less than $2.08333 per month assessed on a
31		minimum of $25 per annum or more than $83,333.333333 per month;
32		commencing with the first anniversary month that occurs after
33		December, 2003, the annual franchise tax payable at the time of
34		filing the final transition annual report shall be an amount
35		equal to (i) 1/12 of 1/10 of 1% per month of the proportion of
36		paid-in capital represented in this State as shown in the final

1		transition annual report multiplied by (ii) the number of
2		months commencing with the anniversary month next following the
3		filing of the statement of election until, but excluding, the
4		second extended filing month, less the annual franchise tax
5		theretofore paid at the time of filing the statement of
6		election, but in no event shall the amount of the annual
7		franchise tax be less than $2.08333 per month assessed on a
8		minimum of $25 per annum or more than $166,666.666666 per
9		month.
10		(d) The initial franchise tax payable after January 1,
11		1983, but prior to January 1, 1991, by each domestic
12		corporation shall be computed at the rate of 1/10 of 1% for the
13		12 months' period commencing on the first day of the
14		anniversary month in which the articles of incorporation are
15		filed by certificate of incorporation is issued to the
16		corporation under Section 2.10 of this Act, but in no event
17		shall the franchise tax be less than $25 nor more than
18		$1,000,000 per annum. The initial franchise tax payable on or
19		after January 1, 1991, but prior to January 1, 2004, by each
20		domestic corporation shall be computed at the rate of 15/100 of
21		1% for the 12 month period commencing on the first day of the
22		anniversary month in which the articles of incorporation are
23		filed in accordance with Section 2.10 of this Act, but in no
24		event shall the initial franchise tax be less than $25 nor more
25		than $1,000,000 per annum plus 1/20th of 1% of the basis
26		therefor. The initial franchise tax payable on or after January
27		1, 2004, by each domestic corporation shall be computed at the
28		rate of 15/100 of 1% for the 12-month period commencing on the
29		first day of the anniversary month in which the articles of
30		incorporation are filed in accordance with Section 2.10 of this
31		Act, but in no event shall the initial franchise tax be less
32		than $25 nor more than $2,000,000 per annum plus 1/10th of 1%
33		of the basis therefor.
34		(e) Each additional franchise tax payable by each domestic
35		corporation for the period beginning January 1, 1983 through
36		December 31, 1983 shall be computed at the rate of 1/12 of 1/10

1		of 1% for each calendar month or fraction thereof, between the
2		date of each respective increase in its paid-in capital and its
3		anniversary month in 1984; thereafter until the last day of the
4		month that is both after December 31, 1990 and the third month
5		immediately preceding the anniversary month in 1991, each
6		additional franchise tax payable by each domestic corporation
7		shall be computed at the rate of 1/12 of 1/10 of 1% for each
8		calendar month, or fraction thereof, between the date of each
9		respective increase in its paid-in capital and its next
10		anniversary month; however, if the increase occurs within the 2
11		month period immediately preceding the anniversary month, the
12		tax shall be computed to the anniversary month of the next
13		succeeding calendar year. Commencing with increases in paid-in
14		capital that occur subsequent to both December 31, 1990 and the
15		last day of the third month immediately preceding the
16		anniversary month in 1991, the additional franchise tax payable
17		by a domestic corporation shall be computed at the rate of
18		15/100 of 1%.
19		(Source: P.A. 93-32, eff. 12-1-03.)
20		(805 ILCS 5/15.90) (from Ch. 32, par. 15.90)
21		Sec. 15.90. Statute of limitations.
22		(a) Except as otherwise provided in this Section and
23		notwithstanding anything to the contrary contained in any other
24		Section of this Act, no domestic corporation or foreign
25		corporation shall, prior to January 1, 2006, be obligated to
26		pay any annual franchise tax, fee, or penalty or interest
27		thereon imposed under this Act, nor shall any administrative or
28		judicial sanction (including dissolution) be imposed or
29		enforced nor access to the courts of this State be denied based
30		upon nonpayment thereof more than 7 years after the date of
31		filing the annual report with respect to the period during
32		which the obligation for the tax, fee, penalty or interest
33		arose, unless (1) within that 7 year period the Secretary of
34		State sends a written notice to the corporation to the effect
35		that (A) administrative or judicial action to dissolve the

1		corporation or revoke its certificate of authority for
2		nonpayment of a tax, fee, penalty or interest has been
3		commenced; or (B) the corporation has submitted a report but
4		has failed to pay a tax, fee, penalty or interest required to
5		be paid therewith; or (C) a report with respect to an event or
6		action giving rise to an obligation to pay a tax, fee, penalty
7		or interest is required but has not been filed, or has been
8		filed and is in error or incomplete; or (2) the annual report
9		by the corporation was filed with fraudulent intent to evade
10		taxes payable under this Act. A corporation nonetheless shall
11		be required to pay all taxes that would have been payable
12		during the most recent 7 year period due to a previously
13		unreported increase in paid-in capital that occurred prior to
14		that 7 year period and interest and penalties thereon for that
15		period.
16		(b) If within 2 years following a change in control of a
17		corporation the corporation voluntarily pays in good faith all
18		known obligations of the corporation imposed by this Article 15
19		with respect to reports that were required to have been filed
20		since the beginning of the 7 year period ending on the
21		effective date of the change in control, no action, prior to
22		January 1, 2006, shall be taken to enforce or collect
23		obligations of that corporation imposed by this Article 15 with
24		respect to reports that were required to have been filed prior
25		to that 7 year period regardless of whether the limitation
26		period set forth in subsection (a) is otherwise applicable. For
27		purposes of this subsection (b), a change in control means a
28		transaction, or a series of transactions consummated within a
29		period of 180 consecutive days, as a result of which a person
30		which owned less than 10% of the shares having the power to
31		elect directors of the corporation acquires shares such that
32		the person becomes the holder of 80% or more of the shares
33		having such power. For purposes of this subsection (b) a person
34		means any natural person, corporation, partnership, trust or
35		other entity together with all other persons controlled by,
36		controlling or under common control with such person.

1		(c) (Blank). Except as otherwise provided in this Section
2		and notwithstanding anything to the contrary contained in any
3		other Section of this Act, no foreign corporation that has not
4		previously obtained a certificate of authority under this Act
5		shall, upon voluntary application for a certificate of
6		authority filed with the Secretary of State prior to January 1,
7		2001, be obligated to pay any tax, fee, penalty, or interest
8		imposed under this Act, nor shall any administrative or
9		judicial sanction be imposed or enforced based upon nonpayment
10		thereof with respect to a period during which the obligation
11		arose that is prior to January 1, 1993 unless (1) prior to
12		receipt of the application for a certificate of authority the
13		Secretary of State had sent written notice to the corporation
14		regarding its failure to obtain a certificate of authority, (2)
15		the corporation had submitted an application for a certificate
16		of authority previously but had failed to pay any tax, fee,
17		penalty or interest to be paid therewith, or (3) the
18		application for a certificate of authority was submitted by the
19		corporation with fraudulent intent to evade taxes payable under
20		this Act. A corporation nonetheless shall be required to pay
21		all taxes and fees due under this Act that would have been
22		payable since January 1, 1993 as a result of commencing the
23		transaction of its business in this State and interest thereon
24		for that period.
25		(Source: P.A. 90-421, eff. 1-1-98.)

26		Section 10. The General Not For Profit Corporation Act of
27		1986 is amended by changing Sections 101.45, 101.70, 104.05,
28		104.10, 104.20, 105.05, 105.10, 108.05, 111.37, 112.45,
29		112.50, 113.20, 113.55, 113.60, and 113.70 as follows:
30		(805 ILCS 105/101.45) (from Ch. 32, par. 101.45)
31		Sec. 101.45. Judicial review under the Administrative
32		Review Law. If the Secretary of State shall fail to approve any
33		articles of incorporation, amendment, merger, consolidation,
34		or dissolution, or any other document required by this Act to

1		be approved by the Secretary of State before the same shall be
2		filed in his or her office, the Secretary shall, within 10 days
3		after the delivery thereof to him or her, give written notice
4		of his or her disapproval to the person or corporation,
5		domestic or foreign, delivering the same, specifying the
6		reasons therefor. The decision of the Secretary of State is
7		subject to judicial review under the Administrative Review Law,
8		as now or hereafter amended.
9		If the Secretary of State shall revoke the certificate of
10		authority to conduct affairs in this State of any foreign
11		corporation, pursuant to this Act, such decision shall be
12		subject to judicial review under the Administrative Review Law,
13		as now or hereafter amended.
14		Appeals from all final orders and judgment entered by the
15		circuit court under this section in review of any ruling or
16		decision of the Secretary of State may be taken as in other
17		civil actions by either party to the proceeding.
18		(Source: P.A. 84-1423.)
19		(805 ILCS 105/101.70) (from Ch. 32, par. 101.70)
20		Sec. 101.70. Application of Act. (a) Except as otherwise
21		provided in this Act, the provisions of this Act relating to
22		domestic corporations shall apply to:
23		(1) All corporations organized hereunder;
24		(2) All corporations heretofore organized under the
25		"General Not for Profit Corporation Act", approved July 17,
26		1943, as amended;
27		(3) All not-for-profit corporations heretofore organized
28		under Sections 29 to 34, inclusive, of an Act entitled "An Act
29		Concerning Corporations" approved April 18, 1872, in force July
30		1, 1872, as amended;
31		(4) Each not-for-profit corporation, without shares or
32		capital stock, heretofore organized under any general law or
33		created by Special Act of the Legislature of this State for a
34		purpose or purposes for which a corporation may be organized
35		under this Act, but not otherwise entitled to the rights,

1		privileges, immunities and franchises provided by this Act,
2		which shall elect to accept this Act as hereinafter provided;
3		and
4		(5) Each corporation having shares or capital stock,
5		heretofore organized under any general law or created by
6		Special Act of the Legislature of this State prior to the
7		adoption of the Constitution of 1870, for a purpose or purposes
8		for which a corporation may be organized under this Act, which
9		shall elect to accept this Act as hereinafter provided.
10		(b) Except as otherwise provided by this Act, the
11		provisions of this Act relating to foreign corporations shall
12		apply to:
13		(1) All foreign corporations which procure a certificate of
14		authority hereunder to conduct affairs in this State;
15		(2) All foreign corporations heretofore having a
16		certificate of authority to conduct affairs in this State under
17		the "General Not for Profit Corporation Act", approved July 17,
18		1943, as amended; and
19		(3) All foreign not-for-profit corporations conducting
20		affairs in this State for a purpose or purposes for which a
21		corporation might be organized under this Act.
22		(c) The provisions of subsection (b) of Section 110.05 of
23		this Act relating to revival of the articles of incorporation
24		and extension of the period of corporate duration of a domestic
25		corporation shall apply to all corporations organized under the
26		"General Not for Profit Corporation Act", approved July 17,
27		1943, as amended, and whose period of duration has expired.
28		(d) The provisions of Section 112.45 of this Act relating
29		to reinstatement following administrative dissolution of a
30		domestic corporation shall apply to all corporations
31		involuntarily dissolved after June 30, 1974, by the Secretary
32		of State, pursuant to Section 50a of the "General Not for
33		Profit Corporation Act", approved July 17, 1943, as amended.
34		(e) The provisions of Section 113.60 of this Act relating
35		to reinstatement following revocation of the certificate of
36		authority of a foreign corporation to conduct affairs shall

1		apply to all foreign corporations which had their certificates
2		of authority revoked by the Secretary of State pursuant to
3		Section 84 or Section 84a of the "General Not for Profit
4		Corporation Act", approved July 17, 1943, as amended.
5		(Source: P.A. 84-1423.)
6		(805 ILCS 105/104.05) (from Ch. 32, par. 104.05)
7		Sec. 104.05. Corporate name of domestic or foreign
8		corporation.
9		(a) The corporate name of a domestic corporation or of a
10		foreign corporation organized, existing or subject to the
11		provisions of this Act:
12		(1) May contain, separate and apart from any other word
13		or abbreviation in such name, the word "corporation,"
14		"company," "incorporated," or "limited," or an
15		abbreviation of one of such words;
16		(2) Must end with the letters "NFP" if the corporate
17		name contains any word or phrase which indicates or implies
18		that the corporation is organized for any purpose other
19		than a purpose for which corporations may be organized
20		under this Act or a purpose other than a purpose set forth
21		in the corporation's articles of incorporation;
22		(3) Shall be distinguishable upon the records in the
23		the office of the Secretary of State from the name or
24		assumed name of any domestic corporation or limited
25		liability company organized under the Limited Liability
26		Company Act, whether for profit or not for profit, existing
27		under any Act of this State or the name or assumed name of
28		any foreign corporation or foreign limited liability
29		company registered under the Limited Liability Company
30		Act, whether for profit or not for profit, authorized to
31		transact business or conduct affairs in this State, or a
32		name the exclusive right to which is, at the time, reserved
33		or registered in the manner provided in this Act or Section
34		1-15 of the Limited Liability Company Act, except that,
35		subject to the discretion of the Secretary of State, a

1		foreign corporation that has a name prohibited by this
2		paragraph may be issued a certificate of authority to
3		conduct its affairs in this State, if the foreign
4		corporation:
5		(i) Elects to adopt an assumed corporation name or
6		names in accordance with Section 104.15 of this Act;
7		and
8		(ii) Agrees in its application for a certificate of
9		authority to conduct affairs in this State only under
10		such assumed corporate name or names;
11		(4) Shall not contain a word or phrase, or an
12		abbreviation or derivation thereof, the use of which is
13		prohibited or restricted by any other statute of this State
14		unless such restriction has been complied with;
15		(5) Shall consist of letters of the English alphabet,
16		Arabic or Roman numerals, or symbols capable of being
17		readily reproduced by the office of the Secretary of State;
18		(6) Shall not contain the words "regular democrat,"
19		"regular democratic," "regular republican," "democrat,"
20		"democratic," or "republican," nor the name of any other
21		established political party, unless consent to usage of
22		such words or name is given to the corporation by the State
23		central committee of such established political party;
24		notwithstanding any other provisions of this Act, any
25		corporation, whose name at the time this amendatory Act
26		takes effect contains any of the words listed in this
27		paragraph shall certify to the Secretary of State no later
28		than January 1, 1989, that consent has been given by the
29		State central committee; consent given to a corporation by
30		the State central committee to use the above listed words
31		may be revoked upon notification to the corporation and the
32		Secretary of State; and
33		(7) Shall be the name under which the corporation shall
34		conduct affairs in this State unless the corporation shall
35		also elect to adopt an assumed corporate name or names as
36		provided in this Act; provided, however, that the

1		corporation may use any divisional designation or trade
2		name without complying with the requirements of this Act,
3		provided the corporation also clearly discloses its
4		corporate name.
5		(b) The Secretary of State shall determine whether a name
6		is "distinguishable" from another name for purposes of this
7		Act. Without excluding other names which may not constitute
8		distinguishable names in this State, a name is not considered
9		distinguishable, for purposes of this Act, solely because it
10		contains one or more of the following:
11		(1) The word "corporation," "company," "incorporated,"
12		or "limited" or an abbreviation of one of such words;
13		(2) Articles, conjunctions, contractions,
14		abbreviations, different tenses or number of the same word.
15		(c) Nothing in this Section or Sections 104.15 or 104.20 of
16		this Act shall:
17		(1) Require any domestic corporation existing or any
18		foreign corporation having a certificate of authority to
19		conduct affairs on the effective date of this Act, to
20		modify or otherwise change its corporate name or assumed
21		corporate name, if any; or
22		(2) Abrogate or limit the common law or statutory law
23		of unfair competition or unfair trade practices, nor
24		derogate from the common law or principles of equity or the
25		statutes of this State or of the United States with respect
26		to the right to acquire and protect copyrights, trade
27		names, trade marks, service names, service marks, or any
28		other right to the exclusive use of name or symbols.
29		(Source: P.A. 92-33, eff. 7-1-01.)
30		(805 ILCS 105/104.10) (from Ch. 32, par. 104.10)
31		Sec. 104.10. Reserved name. The exclusive right to the use
32		of a corporate name or an assumed corporate name, as the case
33		may be, may be reserved by:
34		(a) Any person intending to organize a corporation under
35		this Act;

1		(b) Any domestic corporation intending to change its name;
2		(c) Any foreign corporation intending to make application
3		for a certificate of authority to conduct affairs in this
4		State;
5		(d) Any foreign corporation authorized to conduct affairs
6		in this State and intending to change its name;
7		(e) Any person intending to organize a foreign corporation
8		and intending to have such corporation make application for a
9		certificate of authority to conduct affairs in this State;
10		(f) Any domestic corporation intending to adopt an assumed
11		corporate name; or
12		(g) Any foreign corporation authorized to conduct affairs
13		in this State and intending to adopt an assumed corporate name.
14		Such reservation shall be made by filing in the office of
15		the Secretary of State an application to reserve a specified
16		corporate name or a specified assumed corporate name, executed
17		by the applicant. If the Secretary of State finds that such
18		name is available for corporate use, he or she shall reserve
19		the same for the exclusive use of such applicant for a period
20		of ninety days or until surrendered by a written cancellation
21		document signed by the applicant, whichever is sooner.
22		The right to the exclusive use of a specified corporate
23		name or assumed corporate name so reserved may be transferred
24		to any other person by filing in the office of the Secretary of
25		State a notice of such transfer, executed by the person for
26		whom such name was reserved, and specifying the name and
27		address of the transferee.
28		The Secretary of State may revoke any reservation if, after
29		a hearing, he or she finds that the application therefor or any
30		transfer thereof was made contrary to this Act.
31		(Source: P.A. 84-1423.)
32		(805 ILCS 105/104.20) (from Ch. 32, par. 104.20)
33		Sec. 104.20. Change and cancellation of assumed corporate
34		name. (a) Any domestic or foreign corporation may, pursuant to
35		resolution by its board of directors, change or cancel any or

1		all of its assumed corporate names by executing and filing, in
2		accordance with Section 101.10 of this Act, an application
3		setting forth:
4		(1) The true corporate name;
5		(2) The state or country under the laws of which it is
6		organized;
7		(3) That it intends to cease conducting affairs under an
8		assumed corporate name by changing or canceling it;
9		(4) The assumed corporate name to be changed from or
10		cancelled;
11		(5) If the assumed corporate name is to be changed, the
12		assumed corporate name which the corporation proposes to use.
13		(b) Upon the filing of an application to change an assumed
14		corporate name, the corporation shall have the right to use
15		such assumed corporate name for the period authorized by
16		subsection (d) of Section 104.15 of this Act.
17		(c) The right to use an assumed corporate name shall be
18		cancelled by the Secretary of State:
19		(1) If the corporation fails to renew an assumed corporate
20		name;
21		(2) If the corporation has filed an application to change
22		or cancel an assumed corporate name;
23		(3) If a domestic corporation has been dissolved;
24		(4) If a foreign corporation has had its certificate of
25		authority to conduct affairs in this State revoked.
26		(Source: P.A. 85-1269.)
27		(805 ILCS 105/105.05) (from Ch. 32, par. 105.05)
28		Sec. 105.05. Registered office and registered agent.
29		(a) Each domestic corporation and each foreign corporation
30		having authority to conduct affairs in this State shall have
31		and continuously maintain in this State:
32		(1) A registered office which may be, but need not be,
33		the same as its place of business in this State.
34		(2) A registered agent, which agent may be either an
35		individual, resident in this State, whose business office

1		is identical with such registered office, or a domestic
2		corporation for profit or a foreign corporation for profit
3		authorized to conduct affairs in this State that is
4		authorized by its articles of incorporation to act as such
5		agent, having a business office identical with such
6		registered office.
7		(b) The address, including street and number, if any, of
8		the initial registered office, and the name of the initial
9		registered agent of each corporation organized under this Act
10		shall be stated in its articles of incorporation; and of each
11		foreign corporation shall be stated in its application for
12		authority to conduct affairs in this State.
13		(c) In the event of dissolution of a corporation, either
14		voluntary, administrative, or judicial, the registered agent
15		and the registered office of the corporation on record with the
16		Secretary of State on the date of the issuance of the
17		certificate or judgment of dissolution shall be an agent of the
18		corporation upon whom claims can be served or service of
19		process can be had during the two year post-dissolution period
20		provided in Section 112.80 of this Act, unless such agent
21		resigns or the corporation properly reports a change of
22		registered office or registered agent.
23		(d) In the event of revocation of a certificate of
24		authority of a foreign corporation to conduct affairs, the
25		registered agent and the registered office of the corporation
26		on record with the Secretary of State on the date of the
27		issuance of the certificate of revocation shall be an agent of
28		the corporation upon whom claims can be served or service of
29		process can be had, unless such agent resigns.
30		(Source: P.A. 92-33, eff. 7-1-01.)
31		(805 ILCS 105/105.10) (from Ch. 32, par. 105.10)
32		Sec. 105.10. Change of registered office or registered
33		agent.
34		(a) A domestic corporation or a foreign corporation may
35		from time to time change the address of its registered office.

1		A domestic corporation or a foreign corporation shall change
2		its registered agent if the office of registered agent shall
3		become vacant for any reason, or if its registered agent
4		becomes disqualified or incapacitated to act, or if the
5		corporation revokes the appointment of its registered agent.
6		(b) A domestic corporation or a foreign corporation may
7		change the address of its registered office or change its
8		registered agent, or both, by so indicating on the statement of
9		change on the annual report of that corporation filed pursuant
10		to Section 114.10 of this Act or by executing and filing in
11		duplicate, in accordance with Section 101.10 of this Act, a
12		statement setting forth:
13		(1) the name of the corporation;
14		(2) the address, including street and number, or rural
15		route number, of its then registered office;
16		(3) if the address of its registered office be changed,
17		the address, including street and number, or rural route
18		number, to which the registered office is to be changed;
19		(4) the name of its then registered agent;
20		(5) if its registered agent be changed, the name of its
21		successor registered agent;
22		(6) that the address of its registered office and the
23		address of the business office of its registered agent, as
24		changed, will be identical;
25		(7) that such change was authorized by resolution duly
26		adopted by the board of directors.
27		(c) A legible copy of the statement of change as on the
28		annual report returned by the Secretary of State shall be filed
29		for record within the time prescribed by this Act in the office
30		of the Recorder of the county in which the registered office of
31		the corporation in this State was situated before the filing of
32		the statement in the Office of the Secretary of State.
33		(d) If the registered office is changed from one county to
34		another county, then the corporation shall also file for record
35		within the time prescribed by this Act in the office of the
36		Recorder of the county to which such registered office is

1		changed:
2		(1) In the case of a domestic corporation:
3		(i) A copy of its articles of incorporation
4		certified by the Secretary of State.
5		(ii) A copy of the statement of change of address
6		of its registered office, certified by the Secretary of
7		State.
8		(2) In the case of a foreign corporation:
9		(i) A copy of its application for authority to
10		transact business in this State, certified by the
11		Secretary of State.
12		(ii) A copy of all amendments to such certificate
13		of authority, if any, likewise certified by the
14		Secretary of State.
15		(iii) A copy of the statement of change of address
16		of its registered office certified by the Secretary of
17		State.
18		(e) The change of address of the registered office, or the
19		change of registered agent, or both, as the case may be, shall
20		become effective upon the filing of such statement by the
21		Secretary of State.
22		(Source: P.A. 91-357, eff. 7-29-99; 92-33, eff. 7-1-01.)
23		(805 ILCS 105/108.05) (from Ch. 32, par. 108.05)
24		Sec. 108.05. Board of directors.
25		(a) Each corporation shall have a board of directors, and
26		except as provided in articles of incorporation or the bylaws,
27		the affairs of the corporation shall be managed by or under the
28		direction of the board of directors.
29		(b) The articles of incorporation or bylaws may prescribe
30		qualifications for directors. A director need not be a resident
31		of this State or a member of the corporation unless the
32		articles of incorporation or bylaws so prescribe. The articles
33		of incorporation or the bylaws may prescribe other
34		qualifications for directors.
35		(c) Unless otherwise provided in the articles of

1		incorporation or bylaws, the board of directors, by the
2		affirmative vote of a majority of the directors then in office,
3		shall have authority to establish reasonable compensation of
4		all directors for services to the corporation as directors,
5		officers or otherwise, notwithstanding the provisions of
6		Section 108.60 of this Act.
7		(d) No director may act by proxy on any matter.
8		(Source: P.A. 87-854.)
9		(805 ILCS 105/111.37) (from Ch. 32, par. 111.37)
10		Sec. 111.37. Merger of domestic corporations and domestic
11		or foreign corporations for profit.
12		(a) One or more domestic corporations and one or more
13		domestic or foreign corporations for profit may merge into one
14		of such domestic corporations or consolidate into a new
15		domestic corporation, provided that such merger or
16		consolidation is permitted by the laws of the state or country
17		under which each such foreign corporation for profit is
18		organized.
19		(b) Each domestic corporation shall comply with the
20		provisions of this Act with respect to the merger or
21		consolidation of domestic corporations, each domestic
22		corporation for profit shall comply with the provisions of the
23		Business Corporation Act of 1983, as amended, with respect to
24		merger or consolidation of domestic corporations for profit,
25		each foreign corporation for profit shall comply with the laws
26		of the State or country under which it is organized, and each
27		foreign corporation for profit having a certificate of
28		authority to transact business in this State under the
29		provisions of the Business Corporation Act of 1983, as amended,
30		shall comply with the provisions of such Act with respect to
31		merger or consolidation of foreign corporations for profit.
32		(c) The plan of merger or consolidation shall set forth, in
33		addition to all matters required by Section 111.05 of this Act,
34		the manner and basis of converting shares of each merging or
35		consolidating domestic or foreign corporation for profit into

1		membership or other interests of the surviving domestic
2		corporation, or into cash, or into property, or into any
3		combination of the foregoing.
4		(d) The effect of a merger or consolidation under this
5		Section shall be the same as in the case of a merger or
6		consolidation of domestic corporations.
7		(Source: P.A. 93-59, eff. 7-1-03.)
8		(805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
9		Sec. 112.45. Reinstatement following administrative
10		dissolution.
11		(a) A domestic corporation administratively dissolved
12		under Section 112.40 of this Act may be reinstated by the
13		Secretary of State within five years following the date of
14		issuance of the certificate of dissolution upon:
15		(1) The filing of an application for reinstatement;
16		(2) The filing with the Secretary of State by the
17		corporation of all reports then due and theretofore
18		becoming due;
19		(3) The payment to the Secretary of State by the
20		corporation of all fees and penalties then due and
21		theretofore becoming due.
22		(b) The application for reinstatement shall be executed and
23		filed in duplicate in accordance with Section 101.10 of this
24		Act and shall set forth:
25		(1) The name of the corporation at the time of the
26		issuance of the certificate of dissolution;
27		(2) If such name is not available for use as determined
28		by the Secretary of State at the time of filing the
29		application for reinstatement, the name of the corporation
30		as changed; provided, however, that any change of name is
31		properly effected pursuant to Section 110.05 and Section
32		110.30 of this Act;
33		(3) The date of the issuance of the certificate of
34		dissolution;
35		(4) The address, including street and number, or rural

1		route number, of the registered office of the corporation
2		upon reinstatement thereof, and the name of its registered
3		agent at such address upon the reinstatement of the
4		corporation, provided however, that any change from either
5		the registered office or the registered agent at the time
6		of dissolution is properly reported pursuant to Section
7		105.10 of this Act.
8		(c) When a dissolved corporation has complied with the
9		provisions of this Section, the Secretary of State shall file
10		the application for reinstatement.
11		(d) Upon the filing of the application for reinstatement,
12		the corporate existence shall be deemed to have continued
13		without interruption from the date of the issuance of the
14		certificate of dissolution, and the corporation shall stand
15		revived with such powers, duties and obligations as if it had
16		not been dissolved; and all acts and proceedings of its
17		officers, directors and members, acting or purporting to act as
18		such, which would have been legal and valid but for such
19		dissolution, shall stand ratified and confirmed.
20		(Source: P.A. 92-33, eff. 7-1-01.)
21		(805 ILCS 105/112.50) (from Ch. 32, par. 112.50)
22		Sec. 112.50. Grounds for judicial dissolution. A Circuit
23		Court may dissolve a corporation:
24		(a) In an action by the Attorney General, if it is
25		established that:
26		(1) The corporation filed its articles obtained its
27		certificate of incorporation through fraud; or
28		(2) The corporation has continued to exceed or abuse the
29		authority conferred upon it by law, or has continued to violate
30		the law, after notice of the same has been given to such
31		corporation, either personally or by registered mail; or
32		(3) Any interrogatory propounded by the Secretary of State
33		to the corporation, its officers or directors, as provided in
34		this Act, has been answered falsely or has not been answered
35		fully within 30 days after the mailing of such interrogatories

1		by the Secretary of State or within such extension of time as
2		shall have been authorized by the Secretary of State;
3		(4) The corporation has solicited money and failed to use
4		the money for the purpose which it was solicited, or has
5		fraudulently solicited money or fraudulently used the money
6		solicited; or
7		(5) The corporation has substantially and willfully
8		violated the provisions of the Consumer Fraud and Deceptive
9		Business Practices Act.
10		(b) In an action by a member entitled to vote, or a
11		director, if it is established that:
12		(1) The directors are deadlocked, whether because of even
13		division in the number thereof or because of greater than
14		majority voting requirements in the articles of incorporation
15		or the bylaws, in the management of the corporate affairs; the
16		members are unable to break the deadlock; and irreparable
17		injury to the corporation is thereby caused or threatened;
18		(2) The directors or those in control of the corporation
19		have acted, are acting, or will act in a manner that is
20		illegal, oppressive or fraudulent;
21		(3) The corporate assets are being misapplied or wasted; or
22		(4) The corporation is unable to carry out its purposes.
23		(c) In an action by a creditor, if it is established that:
24		(1) The creditor's claim has been reduced to judgment, the
25		judgment has been returned unsatisfied, and the corporation is
26		insolvent; or
27		(2) The corporation has admitted in writing that the
28		creditor's claim is due and owing, and the corporation is
29		insolvent.
30		(d) In an action by the corporation to dissolve under court
31		supervision, if it is established that the corporation is
32		unable to carry out its purposes.
33		(Source: P.A. 84-1423.)
34		(805 ILCS 105/113.20) (from Ch. 32, par. 113.20)
35		Sec. 113.20. Effect of certificate of authority. Upon the

1		filing of the application for authority by the Secretary of
2		State, the corporation shall have the right to conduct affairs
3		in this State for those purposes set forth in its application,
4		subject, however, to the right of this State to revoke such
5		right to conduct affairs in this State as provided in this Act.
6		(Source: P.A. 92-33, eff. 7-1-01.)
7		(805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
8		Sec. 113.55. Procedure for revocation of certificate of
9		authority.
10		(a) After the Secretary of State determines that one or
11		more grounds exist under Section 113.50 of this Act for the
12		revocation of authority of a foreign corporation, he or she
13		shall send by regular mail to each delinquent corporation a
14		Notice of Delinquency to its registered office, or, if the
15		corporation has failed to maintain a registered office, then to
16		the president or other principal officer at the last known
17		office of said officer.
18		(b) If the corporation does not correct the default within
19		90 days following such notice, the Secretary of State shall
20		thereupon revoke the authority of the corporation by issuing a
21		certificate of revocation that recites the grounds for
22		revocation and its effective date. The Secretary of State shall
23		file the original of the certificate in his or her office, mail
24		one copy to the corporation at its registered office or, if the
25		corporation has failed to maintain a registered office, then to
26		the president or other principal officer at the last known
27		office of said officer, and file one copy for record in the
28		office of the Recorder of the county in which the registered
29		office of the corporation in this State is situated, to be
30		recorded by such Recorder. The Recorder shall submit for
31		payment, on a quarterly basis, to the Secretary of State the
32		amount of filing fees incurred.
33		(c) Upon the issuance of the certificate of revocation, the
34		authority of the corporation to conduct affairs in this State
35		shall cease and such revoked corporation shall not thereafter

1		conduct any affairs in this State.
2		(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
3		(805 ILCS 105/113.60) (from Ch. 32, par. 113.60)
4		Sec. 113.60. Reinstatement following revocation.
5		(a) A foreign corporation revoked under Section 113.55 of
6		this Act may be reinstated by the Secretary of State within
7		five years following the date of issuance of the certificate of
8		revocation upon:
9		(1) The filing of an application for reinstatement;
10		(2) The filing with the Secretary of State by the
11		corporation of all reports then due and theretofore
12		becoming due; and
13		(3) The payment to the Secretary of State by the
14		corporation of all fees and penalties then due and
15		theretofore becoming due.
16		(b) The application for reinstatement shall be executed and
17		filed in duplicate in accordance with Section 101.10 of this
18		Act and shall set forth:
19		(1) The name of the corporation at the time of the
20		issuance of the certificate of revocation;
21		(2) If such name is not available for use as determined
22		by the Secretary of State at the time of filing the
23		application for reinstatement, the name of the corporation
24		as changed, or the assumed corporate name which the
25		corporation elects to adopt for use in this State in
26		accordance with Section 104.05; provided, however, that
27		any change of name is properly effected pursuant to
28		Sections 113.30 and Section 113.40 of this Act, and any
29		adoption of assumed corporate name is properly effected
30		pursuant to Section 104.15 of this Act;
31		(3) The date of the issuance of the certificate of
32		revocation; and
33		(4) The address, including street and number, or rural
34		route number, of the registered office of the corporation
35		upon reinstatement thereof, and the name of its registered

1		agent at such address upon the reinstatement of the
2		corporation; provided, however, that any change from
3		either the registered office or the registered agent at the
4		time of revocation is properly reported pursuant to Section
5		105.10 of this Act.
6		(c) When a revoked corporation has complied with the
7		provisions of this Section, the Secretary of State shall file
8		the application for reinstatement.
9		(d) Upon the filing of the application for reinstatement,
10		the authority of the corporation to conduct affairs in this
11		State shall be deemed to have continued without interruption
12		from the date of the issuance of the certificate of revocation,
13		and the corporation shall stand revived as if its authority had
14		not been revoked; and all acts and proceedings of its officers,
15		directors and members, acting or purporting to act as such,
16		which would have been legal and valid but for such revocation,
17		shall stand ratified and confirmed.
18		(Source: P.A. 92-33, eff. 7-1-01.)
19		(805 ILCS 105/113.70) (from Ch. 32, par. 113.70)
20		Sec. 113.70. Conducting affairs without authority. No
21		foreign corporation conducting affairs in this state without
22		authority to do so is permitted to maintain a civil action in
23		any court of this State, until such corporation obtains such
24		authority. Nor shall a civil action be maintained in any court
25		of this State by any successor or assignee of such corporation
26		on any right, claim or demand arising out of conducting affairs
27		by such corporation in this State, until authority to conduct
28		affairs in this State is obtained by such corporation or by a
29		corporation which has acquired all or substantially all of its
30		assets. The failure of a foreign corporation to obtain a
31		certificate of authority to conduct affairs in this State does
32		not impair the validity of any contract or act of such
33		corporation, and does not prevent such corporation from
34		defending any action in any court of this State.
35		(Source: P.A. 92-33, eff. 7-1-01.)

1		Section 15. The Limited Liability Company Act is amended by
2		changing Sections 5-47, 5-48, 35-40, 45-65, and 50-15 and by
3		adding Sections 35-2 and 35-6 as follows:
4		(805 ILCS 180/5-47)
5		Sec. 5-47. Statement of correction.
6		(a) Whenever any instrument authorized to be filed with the
7		Secretary of State under any provision of this Act has been so
8		filed and, as of the date of the action therein referred to,
9		contains any misstatement of fact, typographical error, error
10		of transcription, or any other error or defect or was
11		defectively or erroneously executed, such instrument may be
12		corrected by filing, in accordance with Section 5-45 of this
13		Act, a statement of correction.
14		(b) A statement of correction shall set forth the
15		following:
16		(1) The name of the limited liability company and the
17		state or country under the laws of which it is organized.
18		(2) The title of the instrument being corrected and the
19		date it was filed by with the Secretary of State.
20		(3) The inaccuracy, error, or defect to be corrected
21		and the portion of the instrument in corrected form.
22		(c) A statement of correction shall be executed in the same
23		manner in which the instrument being corrected was required to
24		be executed.
25		(d) The corrected instrument shall be effective as of the
26		date the original instrument was filed.
27		(e) A statement of correction shall not do any of the
28		following:
29		(1) Effect any change or amendment of articles which
30		would not in all respects have complied with the
31		requirements of this Act at the time of filing the
32		instrument being corrected.
33		(2) Take the place of any document, statement, or
34		report otherwise required to be filed by this Act.

1		(3) Affect any right or liability accrued or incurred
2		before such filing, except that any right or liability
3		accrued or incurred by reason of the error or defect being
4		corrected shall be extinguished by such filing if the
5		person having such right has not detrimentally relied on
6		the original instrument.
7		(4) Alter the provisions of the articles of
8		organization with respect to the limited liability company
9		name or purpose and the names and addresses of the
10		organizers, initial manager or managers, and initial
11		member or members.
12		(5) Alter the provisions of the application for
13		admission to transact business as a foreign limited
14		liability company with respect to the limited liability
15		name.
16		(6) Alter the provisions of the application to adopt or
17		change an assumed limited liability company name with
18		respect to the assumed limited liability company name.
19		(7) Alter the wording of any resolution as filed in any
20		document with the Secretary of State and which was in fact
21		adopted by the members or managers.
22		(Source: P.A. 93-59, eff. 7-1-03.)
23		(805 ILCS 180/5-48)
24		Sec. 5-48. Petition for refund.
25		(a) Any domestic or foreign limited liability company
26		having authority to transact business in this State may
27		petition the Secretary of State for a refund of fees claimed to
28		have been erroneously paid, subject to the following
29		limitations:
30		(1) No refund shall be made unless a petition for such
31		shall have refund has been filed in accordance with Section
32		5-45 of this Act within 3 years after the amount to be
33		refunded was paid.
34		(2) If the refund claimed is based upon an instrument
35		filed with the Secretary of State which contained a

1		misstatement of fact, typographical error, error of
2		transcription, or other error or defect, no refund of any
3		fee shall be made unless a statement of correction has been
4		filed in accordance with Section 5-47 of this Act.
5		(b) The petition for refund shall be executed in accordance
6		with Section 5-45 of this Act and shall set forth the
7		following:
8		(1) The name of the limited liability company and the
9		state or country under the laws of which it is organized.
10		(2) The amount of the claim.
11		(3) The details of the transaction and all facts upon
12		which the petitioner relies.
13		(4) Any other information required by rule.
14		(c) If the Secretary of State determines that the amount
15		paid is incorrect, he or she shall refund to the limited
16		liability company any amount paid in excess of the proper
17		amount; provided, however, that no refund shall be made for an
18		amount less than $200, and any refund in excess of that amount
19		shall be reduced by $200; and provided further, that such
20		refund shall be made without payment of interest.
21		(Source: P.A. 93-59, eff. 7-1-03.)
22		(805 ILCS 180/35-2 new)
23		Sec. 35-2. Articles of dissolution.
24		(a) When a voluntary dissolution has been authorized as
25		provided by this Act, articles of dissolution shall be executed
26		and filed in duplicate in accordance with Section 5.45 of this
27		Act and shall set forth:
28		(1) The name of the limited liability company.
29		(2) The date the dissolution was authorized.
30		(3) A post-office address to which may be mailed a copy
31		of any process against the limited liability company that
32		may be served on the Secretary of State.
33		(4) A statement that the number or percentage of
34		members specified in the Operating Agreement, as the case
35		may be, have consented to the dissolution.

1		(b) When the provisions of this Section have been complied
2		with, the Secretary of State shall file the articles of
3		dissolution.
4		(c) The dissolution is effective on the date of the filing
5		of the articles thereof by the Secretary of State.
6		(805 ILCS 180/35-6 new)
7		Sec. 35-6. Revocation of dissolution.
8		(a) A limited liability company may revoke its dissolution
9		within 60 days of the effective date of the dissolution if the
10		company has not begun to distribute its assets or has not
11		commenced a proceeding for court-supervision of its winding up
12		under Section 35-4.
13		(b) Within 60 days after the dissolution has been revoked
14		by the company, articles of revocation of dissolution shall be
15		executed and filed in duplicate in accordance with Section 5-45
16		of this Act and shall set forth:
17		(1) The name of the limited liability company.
18		(2) The effective date of the dissolution that was
19		revoked.
20		(3) A statement that the limited liability company has
21		not begun to distribute its assets nor has it commenced a
22		proceeding for court-supervision of its winding up.
23		(4) The date the revocation of dissolution was
24		authorized.
25		(5) A statement that the members of the limited
26		liability company revoked the dissolution.
27		(c) When the provisions of this Section have been complied
28		with, the Secretary of State shall file the articles of
29		revocation of dissolution.
30		(d) The revocation of dissolution is effective on the date
31		of filing thereof by the Secretary of State and shall relate
32		back and take effect as of the date of dissolution and the
33		limited liability company may resume carrying on business as if
34		dissolution had never occurred.

1		(805 ILCS 180/35-40)
2		Sec. 35-40. Reinstatement following administrative
3		dissolution.
4		(a) A limited liability company administratively dissolved
5		under Section 35-25 may be reinstated by the Secretary of State
6		within 5 years following the date of issuance of the notice of
7		dissolution upon the occurrence of all of the following:
8		(1) The filing of an application for reinstatement.
9		(2) The filing with the Secretary of State by the
10		limited liability company of all reports then due and
11		theretofore becoming due.
12		(3) The payment to the Secretary of State by the
13		limited liability company of all fees and penalties then
14		due and theretofore becoming due.
15		(b) The application for reinstatement shall be executed and
16		filed in duplicate in accordance with Section 5-45 of this Act
17		and shall set forth all of the following:
18		(1) The name of the limited liability company at the
19		time of the issuance of the notice of dissolution.
20		(2) If the name is not available for use as determined
21		by the Secretary of State at the time of filing the
22		application for reinstatement, the name of the limited
23		liability company as changed, provided that any change of
24		name is properly effected under Section 1-10 and Section
25		1-15 of this Act.
26		(3) The date of issuance of the notice of dissolution.
27		(4) The address, including street and number or rural
28		route number of the registered office of the limited
29		liability company upon reinstatement thereof and the name
30		of its registered agent at that address upon the
31		reinstatement of the limited liability company, provided
32		that any change from either the registered office or the
33		registered agent at the time of dissolution is properly
34		reported under Section 1-35 of this Act.
35		(c) When a dissolved limited liability company has complied
36		with the provisions of the Section, the Secretary of State

1		shall file the application for reinstatement.
2		(d) Upon the filing of the application for reinstatement,
3		the limited liability company existence shall be deemed to have
4		continued without interruption from the date of the issuance of
5		the notice of dissolution, and the limited liability company
6		shall stand revived with the powers, duties, and obligations as
7		if it had not been dissolved; and all acts and proceedings of
8		its members or managers, acting or purporting to act in that
9		capacity, that would have been legal and valid but for the
10		dissolution, shall stand ratified and confirmed.
11		(Source: P.A. 92-33, eff. 7-1-01.)
12		(805 ILCS 180/45-65)
13		Sec. 45-65. Reinstatement following revocation.
14		(a) A limited liability company whose admission has been
15		revoked under Section 45-35 may be reinstated by the Secretary
16		of State within 5 years following the date of issuance of the
17		certificate of revocation upon the occurrence of all of the
18		following:
19		(1) The filing of the application for reinstatement.
20		(2) The filing with the Secretary of State by the
21		limited liability company of all reports then due and
22		becoming due.
23		(3) The payment to the Secretary of State by the
24		limited liability company of all fees and penalties then
25		due and becoming due.
26		(b) The application for reinstatement shall be executed and
27		filed in duplicate in accordance with Section 5-45 and shall
28		set forth all of the following:
29		(1) The name of the limited liability company at the
30		time of the issuance of the notice of revocation.
31		(2) If the name is not available for use as determined
32		by the Secretary of State at the time of filing the
33		application for reinstatement, the name of the limited
34		liability company as changed, provided that any change is
35		properly effected under Sections 1-10 and 45-25.

1		(3) The date of the issuance of the notice of
2		revocation.
3		(4) The address, including street and number or rural
4		route number of the registered office of the limited
5		liability company upon reinstatement and the name of its
6		registered agent at that address upon the reinstatement of
7		the limited liability company, provided that any change
8		from either the registered office or the registered agent
9		at the time of revocation is properly reported under
10		Section 1-35.
11		(c) When a limited liability company whose admission has
12		been revoked has complied with the provisions of this Section,
13		the Secretary of State shall file the application for
14		reinstatement.
15		(d) Upon the filing of the application for reinstatement:
16		(i) the admission of the limited liability company to transact
17		business in this State shall be deemed to have continued
18		without interruption from the date of the issuance of the
19		notice of revocation, (ii) the limited liability company shall
20		stand revived with the powers, duties, and obligations as if
21		its admission had not been revoked, and (iii) all acts and
22		proceedings of its members or managers, acting or purporting to
23		act in that capacity, that would have been legal and valid but
24		for the revocation, shall stand ratified and confirmed.
25		(Source: P.A. 92-33, eff. 7-1-01.)
26		(805 ILCS 180/50-15)
27		Sec. 50-15. Penalty.
28		(a) The Secretary of State shall declare any limited
29		liability company or foreign limited liability company to be
30		delinquent and not in good standing if any of the following
31		occur:
32		(1) It has failed to file its annual report and pay the
33		requisite fee as required by this Act before the first day
34		of the anniversary month in the year in which it is due.
35		(2) It has failed to appoint and maintain a registered

1		agent in Illinois within 60 days of notification of the
2		Secretary of State by the resigning registered agent.
3		(3) (Blank).
4		(b) If the limited liability company or foreign limited
5		liability company has not corrected the default within the time
6		periods prescribed by this Act, the Secretary of State shall be
7		empowered to invoke any of the following penalties:
8		(1) For failure or refusal to comply with subsection
9		(a) of this Section within 60 days after the due date, a
10		penalty of $300 plus $100 for each year or fraction thereof
11		beginning with the second year of delinquency until
12		returned to good standing or until reinstatement is
13		effected..
14		(2) The Secretary of State shall not file any
15		additional documents, amendments, reports, or other papers
16		relating to any limited liability company or foreign
17		limited liability company organized under or subject to the
18		provisions of this Act until any delinquency under
19		subsection (a) is satisfied.
20		(3) In response to inquiries received in the Office of
21		the Secretary of State from any party regarding a limited
22		liability company that is delinquent, the Secretary of
23		State may show the limited liability company as not in good
24		standing.
25		(Source: P.A. 93-32, eff. 12-1-03.)

26		(805 ILCS 180/35-15 rep.)
27		Section 20. The Limited Liability Company Act is amended by
28		repealing Section 35-15.

29		Section 25. The Uniform Partnership Act is amended by
30		adding Sections 3.1 and 8.3.5 as follows:
31		(805 ILCS 205/3.1 new)
32		Sec. 3.1. Statement of correction.
33		(a) Whenever any instrument authorized to be filed with the

1		Secretary of State under any provision of this Act has been so
2		filed and, as of the date of the action therein referred to,
3		contains any misstatement of fact, typographical error, error
4		of transcription or any other error of defect or was
5		defectively or erroneously executed, such instrument may be
6		corrected by filing a statement of correction.
7		(b) A statement of correction shall set forth:
8		(1) The name of the registered limited liability
9		partnership and the State or country under the laws of
10		which it is organized;
11		(2) The title of the instrument being corrected and the
12		date it was filed by the Secretary of State;
13		(3) The inaccuracy, error or defect to be corrected and
14		the portion of the instrument in corrected form.
15		(c) A statement of correction shall be executed in the same
16		manner in which the instrument being corrected was required to
17		be executed.
18		(d) The corrected instrument shall be effective as of the
19		date the original instrument was filed.
20		(e) A statement of correction shall not:
21		(1) Effect any change or amendment which would not in
22		all respects have complied with the requirements of this
23		Act at the time of filing the instrument being corrected;
24		(2) Take the place of any document, statement or report
25		otherwise required to be field by this Act;
26		(3) Affect any right or liability accrued or incurred
27		before such filing, except that any right or liability
28		accrued or incurred by reason of the error or defect being
29		corrected shall be extinguished by such filing if the
30		person having such right has not detrimentally relied on
31		the original instrument;
32		(4) Alter the provisions of the registered limited
33		liability partnership with respect to the name or purpose;
34		(5) Alter the provisions of the application for
35		registration of a foreign limited liability partnership
36		with respect to the partnership's name;

1		(6) Alter the wording of any resolution as filed in any
2		document with the Secretary of State and which was in fact
3		adopted by the partners.
4		(f) The filing fee for a statement of correction shall be
5		$25.
6		(805 ILCS 205/8.3.5 new)
7		Sec. 8.3.5. Activities that do not constitute transacting
8		business.
9		(a) Without excluding other activities that may not
10		constitute transacting business in this State, a foreign
11		partnership shall not be considered to be transacting business
12		in this State, for purposes of this Act, by reason of carrying
13		on in this State any one or more of the following activities:
14		(1) maintaining, defending, or settling any
15		proceeding;
16		(2) holding meetings of the partners or carrying on
17		other activities concerning internal partnership affairs;
18		(3) maintaining bank accounts;
19		(4) maintaining offices or agencies for the transfer,
20		exchange, and registration of the partnership's own
21		securities or maintaining trustees or depositaries with
22		respect to those securities;
23		(5) selling through independent contractors;
24		(6) soliciting or obtaining orders, whether by mail or
25		through employees or agents or otherwise, if orders require
26		acceptance outside this State before they become
27		contracts;
28		(7) owning, without more, real or personal property;
29		(8) conducting an isolated transaction that is
30		completed within 120 days and that is not one in the course
31		of repeated transactions of a like nature; or
32		(9) having a partner who is a resident of this State.
33		(b) This Section has no application to the question of
34		whether any partnership is subject to service of process and
35		suit in this State under any law of this State.

1		Section 30. The Uniform Partnership Act (1997) is amended
2		by changing Sections 108 and 1104 and by adding Section 110 as
3		follows:
4		(805 ILCS 206/108)
5		Sec. 108. Fees.
6		(a) The Secretary of State shall charge and collect in
7		accordance with the provisions of this Act and rules
8		promulgated under its authority:
9		(1) fees for filing documents;
10		(2) miscellaneous charges; and
11		(3) fees for the sale of lists of filings, copies of
12		any documents, and the sale or release of any information.
13		(b) The Secretary of State shall charge and collect:
14		(1) for furnishing a copy or certified copy of any
15		document, instrument, or paper relating to a registered
16		limited liability partnership, $1 per page, but not less
17		than $25, and $25 for the certificate and for affixing the
18		seal to the certificate;
19		(2) for the transfer of information by computer process
20		media to any purchaser, fees established by rule;
21		(3) for filing a statement of partnership authority,
22		$25;
23		(4) for filing a statement of denial, $25;
24		(5) for filing a statement of dissociation, $25;
25		(6) for filing a statement of dissolution, $100;
26		(7) for filing a statement of merger, $100;
27		(8) for filing a statement of qualification for a
28		limited liability partnership organized under the laws of
29		this State, $100 for each partner, but in no event shall
30		the fee be less than $200 or exceed $5,000;
31		(9) for filing a statement of foreign qualification,
32		$500;
33		(10) for filing a renewal statement for a limited
34		liability partnership organized under the laws of this

1		State, $100 for each partner, but in no event shall the fee
2		be less than $200 or exceed $5,000;
3		(11) for filing a renewal statement for a foreign
4		limited liability partnership, $300.
5		(12) for filing an amendment or cancellation of a
6		statement, $25;
7		(13) for filing a statement of withdrawal, $100;
8		(14) for the purposes of changing the registered agent
9		name or registered office, or both, $25; .
10		(15) for filing a statement of correction, $25.
11		(c) All fees collected pursuant to this Act shall be
12		deposited into the Division of Corporations Limited Liability
13		Partnership Fund.
14		(d) There is hereby continued in the State treasury a
15		special fund to be known as the Division of Corporations
16		Limited Liability Partnership Fund. Moneys deposited into the
17		Fund shall, subject to appropriation, be used by the Business
18		Services Division of the Office of the Secretary of State to
19		administer the responsibilities of the Secretary of State under
20		this Act. The balance of the Fund at the end of any fiscal year
21		shall not exceed $200,000, and any amount in excess thereof
22		shall be transferred to the General Revenue Fund.
23		(Source: P.A. 92-740, eff. 1-1-03.)
24		(805 ILCS 206/110 new)
25		Sec. 110. Statement of correction.
26		(a) Whenever any instrument authorized to be filed with the
27		Secretary of State under any provision of this Act has been so
28		filed and, as of the date of the action therein referred to,
29		contains any misstatement of fact, typographical error, error
30		of transcription or any other error or defect or was
31		defectively or erroneously executed, such instrument may be
32		corrected by filing a statement of correction.
33		(b) A statement of correction shall set forth:
34		(1) The name of the partnership or registered limited
35		liability partnership and the State or country under the

1		laws of which it is organized;
2		(2) The title of the instrument being corrected and the
3		date it was filed by the Secretary of State;
4		(3) The inaccuracy, error or defect to be corrected and
5		the portion of the instrument in corrected form.
6		(c) A statement of correction shall be executed in the same
7		manner in which the instrument being corrected was required to
8		be executed.
9		(d) The corrected instrument shall be effective as of the
10		date the original instrument was filed.
11		(e) A statement of correction shall not:
12		(1) Effect any change or amendment which would not in
13		all respects have complied with the requirements of this
14		Act at the time of filing the instrument being corrected;
15		(2) Take the place of any document, statement or report
16		otherwise required to be filed by this Act;
17		(3) Affect any right or liability accrued or incurred
18		before such filing, except that any right or liability
19		accrued or incurred by reason of the error or defect being
20		corrected shall be extinguished by such filing if the
21		person having such right has not detrimentally relied on
22		the original instrument;
23		(4) Alter the provisions of the partnership or
24		registered limited liability partnership with respect to
25		the name or purpose;
26		(5) Alter the provisions of the application for
27		registration of a foreign limited liability partnership
28		with respect to the partnership's name;
29		(6) Alter the wording of any resolution as filed in any
30		document with the Secretary of State and which was in fact
31		adopted by the partners.
32		(805 ILCS 206/1104)
33		Sec. 1104. Activities that do not constitute transacting
34		business.
35		(a) Without excluding other activities that may not

1		constitute transacting business in this State, a foreign
2		partnership or registered limited liability partnership shall
3		not be considered to be transacting business in this State, for
4		purposes of this Article 9, by reason of carrying on in this
5		State any on or more of the following activities:
6		(1) maintaining, defending, or settling any
7		proceeding;
8		(2) holding meetings of the partners or carrying on
9		other activities concerning internal partnership affairs;
10		(3) maintaining bank accounts;
11		(4) maintaining offices or agencies for the transfer,
12		exchange, and registration of the limited liability
13		partnership's own securities or maintaining trustees or
14		depositaries with respect to those securities;
15		(5) selling through independent contractors;
16		(6) soliciting or obtaining orders, whether by mail or
17		through employees or agents or otherwise, if orders require
18		acceptance outside this State before they become
19		contracts;
20		(7) owning, without more, real or personal property;
21		(8) conducting an isolated transaction that is
22		completed within 120 days and that is not one in the course
23		of repeated transactions of a like nature; or
24		(9) having a partner who is a resident of this State.
25		(b) This Section has no application to the question of
26		whether any partnership or registered limited liability
27		partnership is subject to service of process and suit in this
28		State under any law of this State.
29		Activities not constituting transacting business.
30		(a) Activities of a foreign limited liability partnership
31		which do not constitute transacting business for the purpose of
32		this Article include:
33		(1) maintaining, defending, or settling an action or
34		proceeding;
35		(2) holding meetings of its partners or carrying on any
36		other activity concerning its internal affairs;

1		(3) maintaining bank accounts;
2		(4) maintaining offices or agencies for the transfer,
3		exchange, and registration of the partnership's own
4		securities or maintaining trustees or depositories with
5		respect to those securities;
6		(5) selling through independent contractors;
7		(6) soliciting or obtaining orders, whether by mail or
8		through employees or agents or otherwise, if the orders
9		require acceptance outside this State before they become
10		contracts;
11		(7) creating or acquiring indebtedness, with or
12		without a mortgage, or other security interest in property;
13		(8) collecting debts or foreclosing mortgages or other
14		security interests in property securing the debts, and
15		holding, protecting, and maintaining property so acquired;
16		(9) conducting an isolated transaction that is
17		completed within 30 days and is not one in the course of
18		similar transactions; and
19		(10) transacting business in interstate commerce.
20		(b) For purposes of this Article, the ownership in this
21		State of income-producing real property or tangible personal
22		property, other than property excluded under subsection (a) of
23		this Section, constitutes transacting business in this State.
24		(c) This Section does not apply in determining the contacts
25		or activities that may subject a foreign limited liability
26		partnership to service of process, taxation, or regulation
27		under any other law of this State.
28		(Source: P.A. 92-740, eff. 1-1-03.)

29		Section 35. The Revised Uniform Limited Partnership Act is
30		amended by changing Sections 801, 1102, and 1110 and by adding
31		Sections 109, 806, 807, 912, 913, and 914 as follows:
32		(805 ILCS 210/109 new)
33		Sec. 109. Statement of correction.
34		(a) Whenever any instrument authorized to be filed with the

1		Secretary of State under any provision of this Act has been so
2		filed and, as of the date of the action therein referred to,
3		contains any misstatement of fact, typographical error, error
4		of transcription or any other error or defect or was
5		defectively or erroneously executed, such instrument may be
6		corrected by filing a statement of correction.
7		(b) A statement of correction shall set forth:
8		(1) The name of the limited partnership and the State
9		or country under the laws of which it is organized;
10		(2) The title of the instrument being corrected and the
11		date it was filed by the Secretary of State;
12		(3) The inaccuracy, error or defect to be corrected and
13		the portion of the instrument in corrected form.
14		(c) A statement of correction shall be executed in the same
15		manner in which the instrument being corrected was required to
16		be executed.
17		(d) The corrected instrument shall be effective as of the
18		date the original instrument was filed.
19		(e) A statement of correction shall not:
20		(1) Effect any change or amendment which would not in
21		all respects have complied with the requirements of this
22		Act at the time of filing the instrument being corrected;
23		(2) Take the place of any document, statement or report
24		otherwise required to be filed by this Act;
25		(3) Affect any right or liability accrued or incurred
26		before such filing, except that any right or liability
27		accrued or incurred by reason of the error or defect being
28		corrected shall be extinguished by such filing if the
29		person having such right has not detrimentally relied on
30		the original instrument;
31		(4) Alter the provision of the limited partnership with
32		respect to the name or purpose and the names and addresses
33		of the partners;
34		(5) Alter the provisions of the application for
35		registration of a foreign limited partnership with respect
36		to the partnership's name;

1		(6) Alter the wording of any resolution as filed in any
2		document with the Secretary of State which was in fact
3		adopted by the partners.
4		(805 ILCS 210/801) (from Ch. 106 1/2, par. 158-1)
5		Sec. 801. Dissolution. A limited partnership is dissolved
6		and its affairs shall be wound up upon the happening of the
7		first to occur of the following:
8		(a) at the time or upon the happening of events specified
9		in the partnership agreement;
10		(b) written consent of all partners;
11		(c) an event of withdrawal of a general partner unless at
12		the time there is at least one other general partner and the
13		partnership agreement permits the business of the limited
14		partnership to be carried on by the remaining general partner
15		and that partner does so, but the limited partnership is not
16		dissolved and is not required to be wound up by reason of any
17		event of withdrawal, if, within 90 days after the withdrawal,
18		all partners (or such lesser number of partners as is provided
19		for in the written provisions of the partnership agreement)
20		agree in writing to continue the business of the limited
21		partnership and to the appointment of one or more additional
22		general partners if necessary or desired; or
23		(d) entry of a decree of judicial dissolution under Section
24		802; or .
25		(e) administrative dissolution under Section 806.
26		(Source: P.A. 92-33, eff. 7-1-01.)
27		(805 ILCS 210/806 new)
28		Sec. 806. Procedure for administrative dissolution.
29		(a) If the Secretary of State determines under Section 1109
30		of this Act that a limited partnership is delinquent and has
31		not corrected the default within the time periods prescribed by
32		this Act, the Secretary of State shall send a notice of
33		delinquency by regular mail to the limited partnership at its
34		registered office, or, if the partnership has failed to

1		maintain a registered office, to the last known address shown
2		on the records of the Secretary of State for the address of the
3		office at which records of the limited partnership are
4		maintained in accordance with Section 104 of this Act.
5		(b) If the limited partnership does not correct the
6		delinquency within 90 days following the date of the notice of
7		delinquency, the Secretary of State shall thereupon dissolve
8		the limited partnership by issuing a certificate of dissolution
9		that recites the grounds for dissolution and its effective
10		date. The Secretary of State shall file the original
11		certificate in his or her office and mail one copy to the
12		limited partnership at its registered office, or, if the
13		partnership has failed to maintain a registered office, to the
14		last known address shown on the records of the Secretary of
15		State for the address of the office at which records of the
16		limited partnership are maintained under Section 104 of this
17		Act.
18		(c) Upon the administrative dissolution of a limited
19		partnership:
20		(1) the Secretary of State shall file a certificate of
21		cancellation of the certificate of limited partnership
22		under Section 203 of this Act which sets forth the
23		information required in paragraphs (1) through (4)
24		thereof; and
25		(2) a dissolved limited partnership shall continue for
26		only the purpose of winding up its business. A dissolved
27		partnership may only take actions necessary to wind up its
28		business and affairs.
29		(805 ILCS 210/807 new)
30		Sec. 807. Reinstatement following administrative
31		dissolution.
32		(a) A limited partnership administratively dissolved
33		pursuant to Section 806 of this Act may be reinstate by the
34		Secretary of State years following the date of issuance of the
35		certificate of dissolution upon the occurrence of all of the

1		following:
2		(1) the filing of an application for reinstatement;
3		(2) the filing with the Secretary of State by the
4		limited partnership of all reports then due and theretofore
5		becoming due; and
6		(3) the payment to the Secretary of State by the
7		limited partnership of all fees and penalties then due and
8		theretofore becoming due.
9		(b) The application for reinstatement shall be executed and
10		filed in accordance with Section 206 of this Act and shall set
11		forth all of the following:
12		(1) the name of the limited partnership at the time of
13		the issuance of the certificate of dissolution;
14		(2) the date of the issuance of the certificate of
15		dissolution; and
16		(3) the address, including street and number or rural
17		route number of the registered office of the limited
18		partnership upon reinstatement thereof and the name of its
19		registered agent at that address, provided that any change
20		from either the registered office or the registered agent
21		at the time of dissolution is properly reported in
22		accordance with Section 202 of this Act.
23		(c) When a limited partnership that has been dissolved
24		under Section 806 has complied with the provisions of this
25		Section, the Secretary of State shall file the application for
26		reinstatement.
27		(d) Upon the filing of the application for reinstatement,
28		the limited partnership's existence shall be deemed to have
29		continued without interruption from the date of the issuance of
30		the certificate of dissolution, and the limited partnership
31		shall stand revived with the powers, duties and obligations as
32		if it had not been dissolved; and all acts and proceedings of
33		its general partners and agents, acting or purporting to act in
34		that capacity, that would have been legal and valid but for the
35		dissolution, shall stand ratified and confirmed.

1		(805 ILCS 210/912 new)
2		Sec. 912. Administrative cancellation of application for
3		admission.
4		(a) If the Secretary of State determines under Section 1109
5		of this Act that a foreign limited partnership is delinquent
6		and has not corrected the default within the time periods
7		prescribed by this Act, the Secretary of State shall send a
8		notice of delinquency by regular mail to the foreign limited
9		partnership at its registered office, or, if the partnership
10		has failed to maintain a registered office, to the last known
11		address shown on the records of the Secretary of State for the
12		address of the office required to be maintained under Section
13		902(a)(6) of this Act.
14		(b) If the foreign limited partnership does not correct the
15		delinquency within 90 days following the date of the notice of
16		delinquency, the Secretary of State shall thereupon cancel the
17		application for admission of the foreign limited partnership by
18		issuing a certificate of cancellation that recites the grounds
19		for cancellation its effective date. The Secretary of State
20		shall file the original of the certificate in his or her office
21		and mail one copy to the limited partnership at its registered
22		office, or, if the partnership has failed to maintain a
23		registered office, to the last known address shown on the
24		records of the Secretary of State for the address of the office
25		required to be maintained under Section 902(a)(6) of this Act.
26		(c) Upon the administrative cancellation of the
27		application for admission of a foreign limited partnership:
28		(1) the Secretary of State shall file a certificate of
29		cancellation of the application for admission of the
30		foreign limited partnership pursuant to Section 906 of this
31		Act which sets forth the information required by paragraphs
32		(a) and (b) thereof; and
33		(2) a foreign limited partnership whose application
34		for admission has been cancelled shall thereby (i)
35		surrender its authority to transact business in this State,
36		(ii) revoke the authority of its agent for service of

1		process in this State to accept service of process, and
2		(iii) consent that service of process in any suit, action
3		or proceeding arising out of the transaction of business in
4		this State may be made on such foreign limited partnership
5		by service thereof on the Secretary of State as provided in
6		Section 909 of this Act.
7		(805 ILCS 210/913 new)
8		Sec. 913. Reinstatement following administrative
9		cancellation.
10		(a) A foreign limited partnership whose application for
11		admission has been cancelled pursuant to Section 912 of this
12		Act may be reinstated by the Secretary of State following the
13		date of issuance of the certificate of cancellation upon the
14		occurrence of all of the following:
15		(1) the filing of the application for reinstatement;
16		(2) the filing with the Secretary of state by the
17		foreign limited partnership of all reports then due and
18		becoming due; and
19		(3) the payment to the Secretary of State by the
20		foreign limited partnership of all fees and penalties then
21		due and becoming due.
22		(b) The application for reinstatement shall be executed and
23		filed in accordance with Section 903 of this Act and shall set
24		forth all of the following:
25		(1) the name of the foreign limited partnership at the
26		time of the issuance of the notice of cancellation;
27		(2) the date of the issuance of the notice; and
28		(3) the address, including street and number or rural
29		route number, or the registered office of the foreign
30		limited partnership upon reinstatement and the name of its
31		registered agent at that address, provided that any change
32		from either the registered office of the registered agent
33		at the time of revocation is properly reported in
34		accordance with Section 905 of this Act.
35		(c) When a foreign limited partnership whose admission has

1		been cancelled under Section 912 of this Act has complied with
2		the provisions of this Section, the Secretary of State shall
3		file the application for reinstatement.
4		(d) Upon the filing of the application for reinstatement:
5		(i) the admission of the foreign limited partnership to
6		transact business in this State shall be deemed to have
7		continued without interruption from the date of the issuance of
8		the certificate of cancellation, (ii) the foreign limited
9		partnership shall stand revived with the powers, duties and
10		obligations as if its admission had not been revoked, and (iii)
11		all facts and proceedings of its general partners and agents,
12		acting or purporting to act in that capacity, that would have
13		been legal and valid but for the revocation, shall stand
14		ratified and confirmed.
15		(805 ILCS 210/914 new)
16		Sec. 914. Activities that do not constitute transacting
17		business.
18		(a) Without excluding other activities that may not
19		constitute doing business in this State, a foreign limited
20		partnership shall not be considered to be transacting business
21		in this State, for purposes of this Article 9, by reason of
22		carrying on in this State any one or more of the following
23		activities:
24		(1) maintaining, defending, or settling any
25		proceeding;
26		(2) holding meetings of the partners or carrying on
27		other activities concerning internal partnership affairs;
28		(3) maintaining bank accounts;
29		(4) maintaining offices or agencies for the transfer,
30		exchange, and registration of the limited partnership's
31		own securities or maintaining trustees or depositaries
32		with respect to those securities;
33		(5) selling through independent contractors;
34		(6) soliciting or obtaining orders, whether by mail or
35		through employees or agents or otherwise, if orders require

1		acceptance outside this State before they become
2		contracts;
3		(7) owning, without more, real or personal property;
4		(8) conducting an isolated transaction that is
5		completed within 120 days and that is not one in the course
6		of repeated transactions of a like nature; or
7		(9) having a limited or general partner who is a
8		resident of this State.
9		(b) This Section has no application to the question of
10		whether any limited partnership is subject to service of
11		process and suit in this State under any law of this State.
12		(805 ILCS 210/1102) (from Ch. 106 1/2, par. 161-2)
13		Sec. 1102. Fees.
14		(a) The Secretary of State shall charge and collect in
15		accordance with the provisions of this Act and rules
16		promulgated pursuant to its authority:
17		(1) fees for filing documents;
18		(2) miscellaneous charges;
19		(3) fees for the sale of lists of filings, copies of
20		any documents, and for the sale or release of any
21		information.
22		(b) The Secretary of State shall charge and collect for:
23		(1) filing certificates of limited partnership
24		(domestic), certificates of admission (foreign), restated
25		certificates of limited partnership (domestic), and
26		restated certificates of admission (foreign), $150;
27		(2) filing certificates to be governed by this Act,
28		$50;
29		(3) filing amendments and certificates of amendment,
30		$50;
31		(4) filing certificates of cancellation, $25;
32		(5) filing an application for use of an assumed name
33		pursuant to Section 108 of this Act, $150 for each year or
34		part thereof ending in 0 or 5, $120 for each year or part
35		thereof ending in 1 or 6, $90 for each year or part thereof

1		ending in 2 or 7, $60 for each year or part thereof ending
2		in 3 or 8, $30 for each year or part thereof ending in 4 or
3		9, and a renewal fee for each assumed name, $150;
4		(6) filing a renewal report of a domestic or foreign
5		limited partnership, $150 if filed as required by this Act,
6		plus $100 penalty if delinquent;
7		(7) filing an application for reinstatement of a
8		domestic or foreign limited partnership, and for issuing a
9		certificate of reinstatement, $200;
10		(7.1) filing a statement of correction, $25;
11		(8) filing any other document, $50.
12		(c) The Secretary of State shall charge and collect:
13		(1) for furnishing a copy or certified copy of any
14		document, instrument or paper relating to a domestic
15		limited partnership or foreign limited partnership, $25;
16		and
17		(2) for the transfer of information by computer process
18		media to any purchaser, fees established by rule.
19		(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 7-1-03.)
20		(805 ILCS 210/1110) (from Ch. 106 1/2, par. 161-10)
21		Sec. 1110. Return to good standing Reinstatement. (a)
22		Except in the case of a limited partnership that has been
23		administratively dissolved pursuant to Section 806 or a foreign
24		limited partnership whose application for admission has been
25		cancelled pursuant to Section 912, a A limited partnership or
26		foreign limited partnership which has been delinquent may
27		return to good standing upon:
28		(1) the filing with the Secretary of State by the limited
29		partnership or foreign limited partnership of all
30		applications, reports, information requirements, registrations
31		and renewals when due and theretofore becoming due; and
32		(2) the payment to the Secretary of State by the limited
33		partnership or foreign limited partnership of all fees and
34		penalties then due and theretofore becoming due.
35		(Source: P.A. 85-403.)

1		Section 40. The Co-operative Act is amended by changing
2		Section 22 as follows:
3		(805 ILCS 310/22) (from Ch. 32, par. 326)
4		Sec. 22. No corporation or association hereafter organized
5		or doing business for profit in this State shall be entitled to
6		use the term "Co-operative" as a part of its corporate or other
7		business name or title unless it has complied with the
8		provisions of this Act, except a corporation or association
9		organized under the Business Corporation Act of 1983 the
10		General Not For Profit Corporation Act of 1986 for the purpose
11		of ownership or administration of residential property on a
12		cooperative basis, or a corporation or association organized
13		under the Business Corporation Act of 1983 for the same
14		purpose. Any corporation or association violating the
15		provision of this Section may be enjoined from doing business
16		under such name at the instance of any shareholder of any
17		association or corporation organized under this Act.
18		(Source: P.A. 90-233, eff. 7-25-97.)

19		Section 45. The Uniform Commercial Code is amended by
20		changing Section 9-525 as follows:
21		(810 ILCS 5/9-525)
22		Sec. 9-525. Fees.
23		(a) Initial financing statement or other record: general
24		rule. Except as otherwise provided in subsection (e), the fee
25		for filing and indexing a record under this Part, other than an
26		initial financing statement of the kind described in subsection
27		(b), is:
28		(1) $20 if the record is communicated in writing and
29		consists of one or two pages;
30		(2) $20 if the record is communicated in writing and
31		consists of more than two pages; and
32		(3) $20 if the record is communicated by another medium

1		authorized by filing-office rule.
2		(b) Initial financing statement: public-finance and
3		manufactured-housing transactions. Except as otherwise
4		provided in subsection (e), the fee for filing and indexing an
5		initial financing statement of the following kind is:
6		(1) $20 if the financing statement indicates that it is
7		filed in connection with a public-finance transaction;
8		(2) $20 if the financing statement indicates that it is
9		filed in connection with a manufactured-home transaction.
10		(c) Number of names. The number of names required to be
11		indexed does not affect the amount of the fee in subsections
12		(a) and (b).
13		(d) Response to information request. The fee for responding
14		to a request for information from the filing office, including
15		for issuing a certificate showing communicating whether there
16		is on file any financing statement naming a particular debtor,
17		is:
18		(1) $10 if the request is communicated in writing; and
19		(2) $10 if the request is communicated by another
20		medium authorized by filing-office rule.
21		(e) Record of mortgage. This Section does not require a fee
22		with respect to a record of a mortgage which is effective as a
23		financing statement filed as a fixture filing or as a financing
24		statement covering as-extracted collateral or timber to be cut
25		under Section 9-502(c). However, the recording and
26		satisfaction fees that otherwise would be applicable to the
27		record of the mortgage apply.
28		(f) Of the total money collected for each filing with the
29		Secretary of State of an original financing statement, amended
30		statement, continuation, or assignment, or for a release of
31		collateral, $12 of the filing fee shall be paid into the
32		Secretary of State Special Services Fund. The remaining $8
33		shall be deposited into the General Revenue Fund in the State
34		Treasury.
35		(Source: P.A. 91-893, eff. 7-1-01.)

Section 99. Effective date. This Act takes effect August 1, 2004.

805 ILCS 180/5-47 805 ILCS 180/5-48