97TH GENERAL ASSEMBLY
State of Illinois
2011 and 2012
HB5139

 

Introduced 2/8/2012, by Rep. Frank J. Mautino

 

SYNOPSIS AS INTRODUCED:
 
See Index

    Amends the General Not For Profit Corporation Act of 1986, the Limited Liability Company Act, the Uniform Partnership Act (1997), and the Uniform Limited Partnership Act (2001). Changes various filing fees and authorizes additional filings and fees. Provides for the electronic filing of documents and reports. Establishes procedures for reinstatement of limited liability partnership status. Provides the manner for resignation as agent for service of process and the method of service. Revises the manner by which administrative dissolution, revocation, and reinstatement is accomplished. Effective immediately.


LRB097 19094 JLS 64333 b

FISCAL NOTE ACT MAY APPLY

 

 

A BILL FOR

 

HB5139LRB097 19094 JLS 64333 b

1    AN ACT concerning businesses.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The General Not For Profit Corporation Act of
51986 is amended by changing Section 115.15 as follows:
 
6    (805 ILCS 105/115.15)  (from Ch. 32, par. 115.15)
7    Sec. 115.15. Miscellaneous charges. The Secretary of State
8shall charge and collect:
9    (a) For furnishing a copy or certified copy of any
10document, instrument, or paper relating to a corporation, or
11for a certificate, $.50 per page, but not less than $5, and $5
12for the certificate and for affixing the seal thereto.
13    (b) At the time of any service of process, notice or demand
14on him or her as resident agent of a corporation, $10, which
15amount may be recovered as taxable costs by the party to the
16suit or action causing such service to be made if such party
17prevails in the suit or action.
18(Source: P.A. 84-1423.)
 
19    Section 10. The Limited Liability Company Act is amended by
20changing Sections 1-5 and 50-10 and the heading of Article 37
21as follows:
 

 

 

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1    (805 ILCS 180/1-5)
2    Sec. 1-5. Definitions. As used in this Act, unless the
3context otherwise requires:
4    "Anniversary" means that day every year exactly one or more
5years after: (i) the date the articles of organization filed
6under Section 5-5 of this Act were filed by the Office of the
7Secretary of State, in the case of a limited liability company;
8or (ii) the date the application for admission to transact
9business filed under Section 45-5 of this Act was filed by the
10Office of the Secretary of State, in the case of a foreign
11limited liability company.
12    "Anniversary month" means the month in which the
13anniversary of the limited liability company occurs.
14    "Articles of organization" means the articles of
15organization filed by the Secretary of State for the purpose of
16forming a limited liability company as specified in Article 5
17and all amendments thereto, whether evidenced by articles of
18amendment, articles of merger, or a statement of correction
19affecting the articles.
20    "Assumed limited liability company name" means any limited
21liability company name other than the true limited liability
22company name, except that the identification by a limited
23liability company of its business with a trademark or service
24mark of which it is the owner or licensed user shall not
25constitute the use of an assumed name under this Act.
26    "Bankruptcy" means bankruptcy under the Federal Bankruptcy

 

 

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1Code of 1978, Title 11, Chapter 7 of the United States Code.
2    "Business" includes every trade, occupation, profession,
3and other lawful purpose, whether or not carried on for profit.
4    "Contribution" means any cash, property, or services
5rendered or a promissory note or other binding obligation to
6contribute cash or property or to perform services, that a
7person contributes to the limited liability company in that
8person's capacity as a member.
9    "Court" includes every court and judge having jurisdiction
10in a case.
11    "Debtor in bankruptcy" means a person who is the subject of
12an order for relief under Title 11 of the United States Code, a
13comparable order under a successor statute of general
14application, or a comparable order under federal, state, or
15foreign law governing insolvency.
16    "Distribution" means a transfer of money, property, or
17other benefit from a limited liability company to a member in
18the member's capacity as a member or to a transferee of the
19member's distributional interest.
20    "Distributional interest" means all of a member's interest
21in distributions by the limited liability company.
22    "Entity" means a person other than an individual.
23    "Federal employer identification number" means either (i)
24the federal employer identification number assigned by the
25Internal Revenue Service to the limited liability company or
26foreign limited liability company or (ii) in the case of a

 

 

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1limited liability company or foreign limited liability company
2not required to have a federal employer identification number,
3any other number that may be assigned by the Internal Revenue
4Service for purposes of identification.
5    "Foreign limited liability company" means an
6unincorporated entity organized under laws other than the laws
7of this State that afford limited liability to its owners
8comparable to the liability under Section 10-10 and is not
9required to register to transact business under any law of this
10State other than this Act.
11    "Insolvent" means that a limited liability company is
12unable to pay its debts as they become due in the usual course
13of its business.
14    "Limited liability company" means a limited liability
15company organized under this Act.
16    "L3C" or "low-profit limited liability company" means a
17for-profit limited liability company which satisfies the
18requirements of Section 1-26 of this Act and does not have as a
19significant purpose the production of income or the
20appreciation of property.
21    "Manager" means a person, whether or not a member of a
22manager-managed company, who is vested with authority under
23Section 13-5.
24    "Manager-managed company" means a limited liability
25company which is so designated in its articles of organization.
26    "Member" means a person who becomes a member of the limited

 

 

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1liability company upon formation of the company or in the
2manner and at the time provided in the operating agreement or,
3if the operating agreement does not so provide, in the manner
4and at the time provided in this Act.
5    "Member-managed company" means a limited liability company
6other than a manager-managed company.
7    "Membership interest" means a member's rights in the
8limited liability company, including the member's right to
9receive distributions of the limited liability company's
10assets.
11    "Operating agreement" means the agreement under Section
1215-5 concerning the relations among the members, managers, and
13limited liability company. The term "operating agreement"
14includes amendments to the agreement.
15    "Organizer" means one of the signers of the original
16articles of organization.
17    "Person" means an individual, partnership, domestic or
18foreign limited partnership, limited liability company or
19foreign limited liability company, trust, estate, association,
20corporation, governmental body, or other juridical being.
21    "Registered office" means that office maintained by the
22limited liability company in this State, the address, including
23street, number, city and county, of which is on file in the
24office of the Secretary of State, at which, any process,
25notice, or demand required or permitted by law may be served
26upon the registered agent of the limited liability company.

 

 

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1    "Registered agent" means a person who is an agent for
2service of process on the limited liability company who is
3appointed by the limited liability company and whose address is
4the registered office of the limited liability company.
5    "Restated articles of organization" means the articles of
6organization restated as provided in Section 5-30.
7    "State" means a state, territory, or possession of the
8United States, the District of Columbia, or the Commonwealth of
9Puerto Rico.
10    "Transfer" includes an assignment, conveyance, deed, bill
11of sale, lease, mortgage, security interest, encumbrance, and
12gift.
13(Source: P.A. 96-126, eff. 1-1-10.)
 
14    (805 ILCS 180/Art. 37 heading)
15
Article 37. Conversions , and mergers , and series

 
16    (805 ILCS 180/50-10)
17    Sec. 50-10. Fees.
18    (a) The Secretary of State shall charge and collect in
19accordance with the provisions of this Act and rules
20promulgated under its authority all of the following:
21        (1) Fees for filing documents.
22        (2) Miscellaneous charges.
23        (3) Fees for the sale of lists of filings and for
24    copies of any documents.

 

 

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1    (b) The Secretary of State shall charge and collect for all
2of the following:
3        (1) Filing articles of organization (domestic),
4    application for admission (foreign), and restated articles
5    of organization (domestic), $500. Notwithstanding the
6    foregoing, the fee for filing articles of organization
7    (domestic), application for admission (foreign), and
8    restated articles of organization (domestic) in connection
9    with a limited liability company with ability to establish
10    a series pursuant to Section 37-40 of this Act is $750.
11        (2) Filing articles of amendment or an amended
12    application for admission amendments (domestic or
13    foreign), $150.
14        (3) Filing articles of dissolution or application for
15    withdrawal, $100.
16        (4) Filing an application to reserve a name, $300.
17        (5) Filing a notice of cancellation of a Renewal fee
18    for reserved name, $100.
19        (6) Filing a notice of a transfer of a reserved name,
20    $100.
21        (7) Registration of a name, $300.
22        (8) Renewal of registration of a name, $100.
23        (9) Filing an application for use of an assumed name
24    under Section 1-20 of this Act, $150 for each year or part
25    thereof ending in 0 or 5, $120 for each year or part
26    thereof ending in 1 or 6, $90 for each year or part thereof

 

 

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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 for each assumed name, $150.
4        (10) Filing an application for change or cancellation
5    of an assumed name, $100.
6        (11) Filing an annual report of a limited liability
7    company or foreign limited liability company, $250, if
8    filed as required by this Act, plus a penalty if
9    delinquent. Notwithstanding the foregoing, the fee for
10    filing an annual report of a limited liability company or
11    foreign limited liability company with ability to
12    establish series is $250 plus $50 for each series for which
13    a certificate of designation has been filed pursuant to
14    Section 37-40 of this Act and active on the last day of the
15    third month preceding the company's anniversary month,
16    plus a penalty if delinquent.
17        (12) Filing an application for reinstatement of a
18    limited liability company or foreign limited liability
19    company $500.
20        (13) Filing Articles of Merger, $100 plus $50 for each
21    party to the merger in excess of the first 2 parties.
22        (14) Filing an Agreement of Conversion or Statement of
23    Conversion, $100.
24        (15) Filing a statement of change of address of
25    registered office or change of registered agent, or both,
26    or filing a statement of correction, $25.

 

 

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1        (16) Filing a petition for refund, $15.
2        (17) Filing any other document, $100.
3        (18) Filing a certificate of designation of a limited
4    liability company with the ability to establish a series
5    pursuant to Section 37-40 of this Act, $50.
6    (c) The Secretary of State shall charge and collect all of
7the following:
8        (1) For furnishing a copy or certified copy of any
9    document, instrument, or paper relating to a limited
10    liability company or foreign limited liability company, or
11    for a certificate, $25.
12        (2) For the transfer of information by computer process
13    media to any purchaser, fees established by rule.
14(Source: P.A. 94-605, eff. 1-1-06; 94-607, eff. 8-16-05;
1595-331, eff. 8-21-07.)
 
16    Section 15. The Uniform Partnership Act (1997) is amended
17by changing Sections 105 and 108 and by adding Sections 105.5,
181004, 1005, and 1106 as follows:
 
19    (805 ILCS 206/105)
20    Sec. 105. Execution, filing, and recording of statements.
21    (a) A statement may be filed in the office of the Secretary
22of State. A certified copy of a statement that is filed in an
23office in another State may be filed in the office of the
24Secretary of State. Either filing has the effect provided in

 

 

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1this Act with respect to partnership property located in or
2transactions that occur in this State.
3    (b) A certified copy of a statement that has been filed in
4the office of the Secretary of State and recorded in the office
5for recording transfers of real property has the effect
6provided for recorded statements in this Act. A recorded
7statement that is not a certified copy of a statement filed in
8the office of the Secretary of State does not have the effect
9provided for recorded statements in this Act.
10    (c) A statement of qualification or foreign qualification
11filed by a partnership must be executed by at least 2 partners.
12Other statements must be executed by a partner or other person
13authorized by this Act. An individual who executes a statement
14as, or on behalf of, a partner or other person named as a
15partner in a statement shall personally declare under penalty
16of perjury that the contents of the statement are accurate.
17    (d) A person authorized by this Act to file a statement may
18amend or cancel the statement by filing an amendment or
19cancellation that names the partnership, identifies the
20statement, and states the substance of the amendment or
21cancellation.
22    (e) A person who files a statement pursuant to this Section
23shall promptly send a copy of the statement to every nonfiling
24partner and to any other person named as a partner in the
25statement. Failure to send a copy of a statement to a partner
26or other person does not limit the effectiveness of the

 

 

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1statement as to a person not a partner.
2    (f) The Secretary of State may collect a fee for filing or
3providing a certified copy of a statement as provided in
4Section 108. The officer responsible for recording transfers of
5real property may collect a fee for recording a statement.
6(Source: P.A. 92-740, eff. 1-1-03.)
 
7    (805 ILCS 206/105.5 new)
8    Sec. 105.5. Electronic filing. Documents or reports
9transmitted for filing electronically must include the name of
10the person making the submission. The inclusion shall
11constitute the affirmation or acknowledgement of the person,
12under penalties of perjury, that the instrument is his or her
13act and deed or the act and deed of the limited liability
14partnership, as the case may be, and that the facts stated
15therein are true. Compliance with this Section shall satisfy
16the signature provisions of Section 105 of this Act, which
17shall otherwise apply.
 
18    (805 ILCS 206/108)
19    Sec. 108. Fees.
20    (a) The Secretary of State shall charge and collect in
21accordance with the provisions of this Act and rules
22promulgated under its authority:
23        (1) fees for filing documents;
24        (2) miscellaneous charges; and

 

 

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1        (3) fees for the sale of lists of filings and for ,
2    copies of any documents, and the sale or release of any
3    information.
4    (b) The Secretary of State shall charge and collect:
5        (1) for furnishing a copy or certified copy of any
6    document, instrument, or paper relating to a registered
7    limited liability partnership, $1 per page, but not less
8    than $25, and $25 for the certificate and for affixing the
9    seal to the certificate;
10        (2) for the transfer of information by computer process
11    media to any purchaser, fees established by rule;
12        (3) for filing a statement of partnership authority,
13    $25;
14        (4) for filing a statement of denial, $25;
15        (5) for filing a statement of dissociation, $25;
16        (6) for filing a statement of dissolution, $100;
17        (7) for filing a statement of merger, $100;
18        (8) for filing a statement of qualification for a
19    limited liability partnership organized under the laws of
20    this State, $100 for each partner, but in no event shall
21    the fee be less than $200 or exceed $5,000;
22        (9) for filing a statement of foreign qualification,
23    $500;
24        (10) for filing a renewal statement for a limited
25    liability partnership organized under the laws of this
26    State, $100 for each partner, but in no event shall the fee

 

 

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1    be less than $200 or exceed $5,000;
2        (11) for filing a renewal statement for a foreign
3    limited liability partnership, $300; .
4        (12) for filing an amendment or cancellation of a
5    statement, $25;
6        (13) for filing a statement of withdrawal, $100;
7        (14) for the purposes of changing the registered agent
8    name or registered office, or both, $25; .
9        (15) for filing an application for reinstatement,
10    $200;
11        (16) for filing any other document, $25.
12    (c) All fees collected pursuant to this Act shall be
13deposited into the Division of Corporations Limited Liability
14Partnership Fund.
15    (d) There is hereby continued in the State treasury a
16special fund to be known as the Division of Corporations
17Limited Liability Partnership Fund. Moneys deposited into the
18Fund shall, subject to appropriation, be used by the Business
19Services Division of the Office of the Secretary of State to
20administer the responsibilities of the Secretary of State under
21this Act. The balance of the Fund at the end of any fiscal year
22shall not exceed $200,000, and any amount in excess thereof
23shall be transferred to the General Revenue Fund.
24(Source: P.A. 92-740, eff. 1-1-03.)
 
25    (805 ILCS 206/1004 new)

 

 

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1    Sec. 1004. Reinstatement of limited liability partnership
2status.
3    (a) A partnership whose status as a limited liability
4partnership or foreign limited liability partnership has
5expired as a result of the failure to file a renewal report
6required by Section 1003 may reinstate such status as a limited
7liability partnership or foreign limited liability partnership
8upon:
9        (1) the filing with the Secretary of State of an
10    application for reinstatement;
11        (2) the filing with the Secretary of State of all
12    reports then due and becoming due; and
13        (3) the payment to the Secretary of State of all fees
14    then due and becoming due.
15    (b) The application for reinstatement shall be executed and
16filed in duplicate in accordance with Section 105 and shall set
17forth all of the following:
18        (1) the name of the limited liability partnership at
19    the time of expiration;
20        (2) the date of expiration;
21        (3) the name and address of the agent for service of
22    process; provided that any change to either the agent for
23    service of process or the address of the agent for service
24    of process is properly reported.
25    (c) When a partnership whose status as a limited liability
26partnership or foreign limited liability partnership has

 

 

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1expired has complied with the provisions of this Section, the
2Secretary of State shall file the application for
3reinstatement.
4    (d) Upon filing of the application for reinstatement: (i)
5status as a limited liability partnership or foreign limited
6liability partnership shall be deemed to have continued without
7interruption from the date of expiration and shall stand
8revived with the powers, duties, and obligations, as if it had
9not expired, and (ii) all acts and proceedings of its partners,
10acting or purporting to act in that capacity, that would have
11been legal and valid but for the expiration shall stand
12ratified and confirmed.
 
13    (805 ILCS 206/1005 new)
14    Sec. 1005. Resignation of agent for service of process upon
15a limited liability partnership.
16    (a) The agent for service of process may at any time resign
17by filing in the Office of the Secretary of State written
18notice thereof and by mailing a copy thereof to the limited
19liability partnership at its chief executive office. The notice
20must be mailed at least 10 days before the date of filing
21thereof with the Secretary of State. The notice shall be
22executed by the agent for service of process. The notice shall
23set forth all of the following:
24        (1) The name of the limited liability partnership for
25    which the agent for service of process is acting.

 

 

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1        (2) The name of the agent for service of process.
2        (3) The address, including street, number, city, and
3    county of the limited liability partnership's then address
4    of its agent for service of process in this State.
5        (4) That the agent for service of process resigns.
6        (5) The effective date of the resignation, which shall
7    not be sooner than 30 days after the date of filing.
8        (6) The address of the chief executive office of the
9    limited liability partnership as it is known to the agent
10    for service of process.
11        (7) A statement that a copy of the notice has been sent
12    by registered or certified mail to the chief executive
13    office of the limited liability partnership within the time
14    and in the manner prescribed by this Section.
15    (b) A new agent for service of process must be placed on
16record within 60 days after an agent's notice of resignation
17under this Section.
 
18    (805 ILCS 206/1106 new)
19    Sec. 1106. Resignation of agent for service of process upon
20a foreign limited liability partnership.
21    (a) The agent for service of process may at any time resign
22by filing in the Office of the Secretary of State written
23notice thereof and by mailing a copy thereof to the foreign
24limited liability partnership at its chief executive office.
25The notice must be mailed at least 10 days before the date of

 

 

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1filing thereof with the Secretary of State. The notice shall be
2executed by the agent for service of process. The notice shall
3set forth all of the following:
4        (1) The name of the foreign limited liability
5    partnership for which the agent for service of process is
6    acting.
7        (2) The name of the agent for service of process.
8        (3) The address, including street, number, city, and
9    county of the foreign limited liability partnership's then
10    address of its agent for service of process in this State.
11        (4) That the agent for service of process resigns.
12        (5) The effective date of the resignation, which shall
13    not be sooner than 30 days after the date of filing.
14        (6) The address of the chief executive office of the
15    foreign limited liability partnership as it is known to the
16    agent for service of process.
17        (7) A statement that a copy of the notice has been sent
18    by registered or certified mail to the chief executive
19    office of the limited liability partnership within the time
20    and in the manner prescribed by this Section.
21    (b) A new agent for service of process must be placed on
22record within 60 days after an agent's notice of resignation
23under this Section.
 
24    Section 20. The Uniform Limited Partnership Act (2001) is
25amended by changing Sections 116, 117, 202, 206, 809, 810, 906,

 

 

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1and 1302 and by adding Sections 204.5, 902.5, and 906.5 as
2follows:
 
3    (805 ILCS 215/116)
4    Sec. 116. Resignation of agent for service of process.
5    (a) The agent for service of process may at any time resign
6by filing in the Office of the Secretary of State written
7notice thereof and by mailing a copy thereof to the limited
8partnership or foreign limited partnership at its designated
9office and another copy to the principal office if the address
10of the office appears in the records of the Secretary of State
11and is different from the address of the designated office. The
12notice must be mailed at least 10 days before the date of
13filing thereof with the Secretary of State. The notice shall be
14executed by the agent for service of process. The notice shall
15set forth all of the following:
16        (1) The name of the limited partnership for which the
17    agent for service of process is acting.
18        (2) The name of the agent for service of process.
19        (3) The address, including street, number, and city of
20    the limited partnership's then address of its agent for
21    service of process in this State.
22        (4) That the agent for service of process resigns.
23        (5) The effective date of the resignation, which shall
24    not be sooner than 30 days after the date of filing.
25        (6) The address of the designated office of the limited

 

 

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1    partnership as it is known to the registered agent.
2        (7) A statement that a copy of the notice has been sent
3    by registered or certified mail to the designated office of
4    the limited partnership within the time and in the manner
5    prescribed by this Section.
6    (b) A new agent for service of process must be placed on
7record within 60 days after an agent's notice of resignation
8under this Section.
9    (a) In order to resign as an agent for service of process
10of a limited partnership or foreign limited partnership, the
11agent must deliver to the Secretary of State for filing a
12statement of resignation containing the name of the limited
13partnership or foreign limited partnership.
14    (b) After receiving a statement of resignation, the
15Secretary of State shall file it and mail a copy to the
16designated office of the limited partnership or foreign limited
17partnership and another copy to the principal office if the
18address of the office appears in the records of the Secretary
19of State and is different from the address of the designated
20office.
21    (c) An agency for service of process is terminated on the
2231st day after the Secretary of State files the statement of
23resignation.
24(Source: P.A. 93-967, eff. 1-1-05.)
 
25    (805 ILCS 215/117)

 

 

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1    Sec. 117. Service of process.
2    (a) An agent for service of process appointed by a limited
3partnership or foreign limited partnership is an agent of the
4limited partnership or foreign limited partnership for service
5of any process, notice, or demand required or permitted by law
6to be served upon the limited partnership or foreign limited
7partnership.
8    (b) If a limited partnership or foreign limited partnership
9does not appoint or maintain an agent for service of process in
10this State or the agent for service of process cannot with
11reasonable diligence be found at the agent's address, the
12Secretary of State is an agent of the limited partnership or
13foreign limited partnership upon whom process, notice, or
14demand may be served.
15    (c) Service under subsection (b) shall be made by the
16person instituting the action by doing all of the following:
17        (1) serving upon the Secretary of State, or upon any
18    employee having responsibility for administering this Act,
19    a copy of the process, notice, or demand, together with any
20    papers required by law to be delivered in connection with
21    service and paying the fee prescribed by Section 1302 of
22    this Act;
23        (2) transmitting notice of the service upon the
24    Secretary of State and a copy of the process, notice, or
25    demand and accompanying papers to the limited partnership
26    being served, by registered or certified mail:

 

 

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1            (A) at the last address of the agent for service of
2        process for the limited partnership or foreign limited
3        partnership shown by the records on file in the Office
4        of the Secretary of State; and
5            (B) at the address the use of which the person
6        instituting the action, suit, or proceeding knows or,
7        on the basis of reasonable inquiry, has reason to
8        believe, is most likely to result in actual notice.
9        (3) attaching an affidavit of compliance with this
10    Section, in substantially the form that the Secretary of
11    State may by rule or regulation prescribe, to the process,
12    notice, or demand.
13    (c) Service of any process, notice, or demand on the
14Secretary of State may be made by delivering to and leaving
15with the Secretary of State duplicate copies of the process,
16notice, or demand. If a process, notice, or demand is served on
17the Secretary of State, the Secretary of State shall forward
18one of the copies by registered or certified mail, return
19receipt requested, to the limited partnership or foreign
20limited partnership at its designated office. An affidavit of
21compliance with this Section, in substantially the form that
22the Secretary of State may prescribe by rule, shall be attached
23to the process, notice, or demand.
24    (d) Service is effected under subsection (c) at the
25earliest of:
26        (1) the date the limited partnership or foreign limited

 

 

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1    partnership receives the process, notice, or demand;
2        (2) the date shown on the return receipt, if signed on
3    behalf of the limited partnership or foreign limited
4    partnership; or
5        (3) five days after the process, notice, or demand is
6    deposited in the mail, if mailed postpaid and correctly
7    addressed.
8    (e) The Secretary of State shall keep a record of each
9process, notice, and demand served pursuant to this Section and
10record the time of, and the action taken regarding, the
11service.
12    (f) This Section does not affect the right to serve
13process, notice, or demand in any other manner provided by law.
14(Source: P.A. 95-368, eff. 8-23-07.)
 
15    (805 ILCS 215/202)
16    Sec. 202. Amendment or restatement of certification.
17    (a) In order to amend its certificate of limited
18partnership, a limited partnership must deliver to the
19Secretary of State for filing an amendment or, pursuant to
20Article 11, articles of merger stating:
21        (1) the name of the limited partnership;
22        (2) the date of filing of its initial certificate; and
23        (3) the changes the amendment makes to the certificate
24    as most recently amended or restated.
25    (b) A limited partnership shall promptly deliver to the

 

 

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1Secretary of State for filing an amendment to a certificate of
2limited partnership to reflect:
3        (1) the admission of a new general partner;
4        (2) the dissociation of a person as a general partner;
5    or
6        (3) the appointment of a person to wind up the limited
7    partnership's activities under Section 803(c) or (d).
8    (c) A general partner that knows that any information in a
9filed certificate of limited partnership was false when the
10certificate was filed or has become false due to changed
11circumstances shall promptly:
12        (1) cause the certificate to be amended; or
13        (2) if appropriate, deliver to the Secretary of State
14    for filing a statement of change pursuant to Section 115 or
15    a statement of correction pursuant to Section 207.
16    (d) Except as provided in Section 210, a A certificate of
17limited partnership may be amended at any time for any other
18proper purpose as determined by the limited partnership.
19    (e) A restated certificate of limited partnership may be
20delivered to the Secretary of State for filing in the same
21manner as an amendment. A restated certificate of limited
22partnership shall supersede the original certificate of
23limited partnership and all amendments thereto filed prior to
24the effective date of filing the restated certificate of
25limited partnership.
26    (f) Subject to Section 206(c), an amendment or restated

 

 

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1certificate is effective when filed by the Secretary of State.
2(Source: P.A. 93-967, eff. 1-1-05.)
 
3    (805 ILCS 215/204.5 new)
4    Sec. 204.5. Electronic filing. Documents or reports
5transmitted for filing electronically must include the name of
6the person making the submission. The inclusion shall
7constitute the affirmation or acknowledgement of the person,
8under penalties of perjury, that the instrument is his or her
9act and deed or the act and deed of the limited partnership, as
10the case may be, and that the facts stated therein are true.
11Compliance with this Section shall satisfy the signature
12provisions of Section 204 of this Act, which shall otherwise
13apply.
 
14    (805 ILCS 215/206)
15    Sec. 206. Delivery to and filing of records by Secretary of
16State; effective time and date.
17    (a) A record authorized or required to be delivered to the
18Secretary of State for filing under this Act must be captioned
19to describe the record's purpose, be in a medium permitted by
20the Secretary of State, and be delivered to the Secretary of
21State. Unless the Secretary of State determines that a record
22does not comply with the filing requirements of this Act, and
23if all filing fees have been paid, the Secretary of State shall
24file the record and:

 

 

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1        (1) for a statement of dissociation, send:
2            (A) a copy of the filed statement and a receipt for
3        the fees to the person which the statement indicates
4        has dissociated as a general partner; and
5            (B) a copy of the filed statement and receipt to
6        the limited partnership;
7        (2) for a statement of withdrawal, send:
8            (A) a copy of the filed statement and a receipt for
9        the fees to the person on whose behalf the record was
10        filed; and
11            (B) if the statement refers to an existing limited
12        partnership, a copy of the filed statement and receipt
13        to the limited partnership; and
14        (3) for all other records except annual reports filed
15    pursuant to Section 210, send a copy of the filed record
16    and a receipt for the fees to the person on whose behalf
17    the record was filed.
18    (b) Upon request and payment of a fee, the Secretary of
19State shall send to the requester a certified copy of the
20requested record.
21    (c) Except as otherwise provided in Sections 116 and 207, a
22record delivered to the Secretary of State for filing under
23this Act may specify an effective time and a delayed effective
24date. Except as otherwise provided in this Act, a record filed
25by the Secretary of State is effective:
26        (1) if the record does not specify an effective time

 

 

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1    and does not specify a delayed effective date, on the date
2    and at the time the record is filed as evidenced by the
3    Secretary of State's endorsement of the date and time on
4    the record;
5        (2) if the record specifies an effective time but not a
6    delayed effective date, on the date the record is filed at
7    the time specified in the record;
8        (3) if the record specifies a delayed effective date
9    but not an effective time, at 12:01 a.m. on the earlier of:
10            (A) the specified date; or
11            (B) the 90th day after the record is filed; or
12        (4) if the record specifies an effective time and a
13    delayed effective date, at the specified time on the
14    earlier of:
15            (A) the specified date; or
16            (B) the 90th day after the record is filed.
17(Source: P.A. 93-967, eff. 1-1-05.)
 
18    (805 ILCS 215/809)
19    Sec. 809. Administrative dissolution.
20    (a) The Secretary of State may dissolve a limited
21partnership administratively if the limited partnership does
22not, within 60 days after the due date:
23        (1) pay any fee, tax, or penalty due to the Secretary
24    of State under this Act or other law; or
25        (2) file deliver its annual report with to the

 

 

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1    Secretary of State; or .
2        (3) appoint and maintain an agent for service of
3    process in Illinois after a registered agent's notice of
4    resignation under Section 116.
5    (b) If the Secretary of State determines that a ground
6exists for administratively dissolving a limited partnership,
7the Secretary of State shall file a record of the determination
8and send a copy of the filed record to the limited
9partnership's agent for service of process in this State, or if
10the limited partnership does not appoint and maintain a proper
11agent, to the limited partnership's designated office serve the
12limited partnership with a copy of the filed record.
13    (c) If within 60 days after service of the copy of the
14record of determination the limited partnership does not
15correct each ground for dissolution or demonstrate to the
16reasonable satisfaction of the Secretary of State that each
17ground determined by the Secretary of State does not exist, the
18Secretary of State shall administratively dissolve the limited
19partnership by preparing, signing, and filing a declaration of
20dissolution that states the grounds for dissolution. The
21Secretary of State shall send a copy to the limited
22partnership's agent for service of process in this State, or if
23the limited partnership does not appoint and maintain a proper
24agent, to the limited partnership's designated office serve the
25limited partnership with a copy of the filed declaration.
26    (d) A limited partnership administratively dissolved

 

 

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1continues its existence but may carry on only activities
2necessary to wind up its activities and liquidate its assets
3under Sections 803 and 812 and to notify claimants under
4Sections 806 and 807.
5    (e) The administrative dissolution of a limited
6partnership does not terminate the authority of its agent for
7service of process.
8(Source: P.A. 93-967, eff. 1-1-05.)
 
9    (805 ILCS 215/810)
10    Sec. 810. Reinstatement following administrative
11dissolution.
12    (a) A limited partnership that has been administratively
13dissolved under Section 809 may be reinstated by the Secretary
14of State following the date of dissolution upon:
15        (1) the filing of an application for reinstatement;
16        (2) the filing with the Secretary of State of all
17    reports then due and becoming due; and
18        (3) the payment to the Secretary of State of all fees
19    and penalties then due and becoming due.
20    (b) The application for reinstatement shall be executed and
21filed in duplicate in accordance with Section 204 and shall set
22forth all of the following:
23        (1) the name of the limited partnership at the time of
24    dissolution;
25        (2) the date of dissolution;

 

 

HB5139- 29 -LRB097 19094 JLS 64333 b

1        (3) the agent for service of process and the address of
2    the agent for service of process; provided that any change
3    to either the agent for service of process or the address
4    of the agent for service of process is properly reported
5    under Section 115.
6    (c) When a limited partnership that has been
7administratively dissolved has complied with the provisions of
8this Section, the Secretary of State shall file the application
9for reinstatement.
10    (d) Upon filing of the application for reinstatement: (i)
11the limited partnership shall be deemed to have continued
12without interruption from the date of dissolution and shall
13stand revived with the powers, duties, and obligations, as if
14it had not been dissolved, and (ii) all acts and proceedings of
15its partners, acting or purporting to act in that capacity,
16that would have been legal and valid but for the dissolution
17shall stand ratified and confirmed.
18    (a) A limited partnership that has been administratively
19dissolved may apply to the Secretary of State for reinstatement
20after the effective date of dissolution. The application must
21be delivered to the Secretary of State for filing and state:
22        (1) the name of the limited partnership and the
23    effective date of its administrative dissolution;
24        (2) that the grounds for dissolution either did not
25    exist or have been eliminated; and
26        (3) that the limited partnership's name satisfies the

 

 

HB5139- 30 -LRB097 19094 JLS 64333 b

1    requirements of Section 108.
2    (b) If the Secretary of State determines that an
3application contains the information required by subsection
4(a) and that the information is correct, the Secretary of State
5shall prepare a declaration of reinstatement that states this
6determination, sign, and file the original of the declaration
7of reinstatement, and serve the limited partnership with a
8copy.
9    (c) When reinstatement becomes effective, it relates back
10to and takes effect as of the effective date of the
11administrative dissolution and the limited partnership may
12resume its activities as if the administrative dissolution had
13never occurred.
14(Source: P.A. 93-967, eff. 1-1-05.)
 
15    (805 ILCS 215/902.5 new)
16    Sec. 902.5. Amended application for certificate of
17authority.
18    (a) In order to amend its application for certificate of
19authority, a foreign limited partnership must deliver to the
20Secretary of State for filing an amended application for
21certificate of authority stating:
22        (1) the name of the foreign limited partnership and, if
23    the name does not comply with Section 108, an alternate
24    name adopted pursuant to Section 905 (a);
25        (2) the date of filing the application for certificate

 

 

HB5139- 31 -LRB097 19094 JLS 64333 b

1    of authority; and
2        (3) the amendment to the application for certificate of
3    authority.
4    (b) A foreign limited partnership shall promptly deliver to
5the Secretary of State for filing an amended application for
6certificate of authority to reflect:
7        (1) the admission of a new general partner; or
8        (2) the dissociation of a person as a general partner.
9    (c) A general partner who becomes aware that any statement
10in the application for certificate of authority was false when
11made or that any statement or facts therein have changed shall
12promptly:
13        (1) cause the certificate to be amended; or
14        (2) if appropriate, deliver to the Secretary of State
15    for filing a statement of change pursuant to Section 115 or
16    a statement of correction pursuant to Section 207.
17    (d) Except as provided in Section 210, an application for
18certificate of authority may be amended at any time for any
19other proper purpose as determined by the limited partnership.
 
20    (805 ILCS 215/906)
21    Sec. 906. Revocation of certificate of authority.
22    (a) A certificate of authority of a foreign limited
23partnership to transact business in this State may be revoked
24by the Secretary of State in the manner provided in subsections
25(b) and (c) if the foreign limited partnership does not:

 

 

HB5139- 32 -LRB097 19094 JLS 64333 b

1        (1) pay, within 60 days after the due date, any fee,
2    tax or penalty due to the Secretary of State under this Act
3    or other law;
4        (2) file deliver, within 60 days after the due date,
5    its annual report required under Section 210;
6        (3) appoint and maintain an agent for service of
7    process in Illinois within 60 days after a registered
8    agent's notice of resignation under Section 116 as required
9    by Section 114(b); or
10        (4) renew its alternate assumed name or apply to change
11    its alternate assumed name under this Act when the limited
12    partnership may only transact business within this State
13    under its alternate assumed name deliver for filing a
14    statement of a change under Section 115 within 30 days
15    after a change has occurred in the name or address of the
16    agent.
17    (b) If the Secretary of State determines that a ground
18exists for revoking the certificate of authority of a foreign
19limited partnership, the Secretary of State shall file a record
20of the determination and send a copy of the filed record to the
21foreign limited partnership's agent for service of process in
22this State, or if the foreign limited partnership does not
23appoint and maintain a proper agent, to the foreign limited
24partnership's designated office.
25    (c) If within 60 days after service of the copy of the
26record of determination the foreign limited partnership does

 

 

HB5139- 33 -LRB097 19094 JLS 64333 b

1not correct each ground for revocation or demonstrate to the
2reasonable satisfaction of the Secretary of State that each
3ground determined by the Secretary of State does not exist, the
4Secretary of State shall revoke the certificate of authority of
5the foreign limited partnership by preparing, signing, and
6filing a declaration of revocation that states the grounds for
7the revocation. The Secretary of State shall send a copy of the
8filed declaration to the foreign limited partnership's agent
9for service of process in this State, or if the foreign limited
10partnership does not appoint and maintain a proper agent, to
11the foreign limited partnership's designated office.
12    (d) The authority of a foreign limited partnership to
13transact business in this State ceases on the date of
14revocation.
15    (b) In order to revoke a certificate of authority, the
16Secretary of State must prepare, sign, and file a notice of
17revocation and send a copy to the foreign limited partnership's
18agent for service of process in this State, or if the foreign
19limited partnership does not appoint and maintain a proper
20agent in this State, to the foreign limited partnership's
21designated office. The notice must state:
22        (1) the revocation's effective date, which must be at
23    least 60 days after the date the Secretary of State sends
24    the copy; and
25        (2) the foreign limited partnership's failures to
26    comply with subsection (a) which are the reason for the

 

 

HB5139- 34 -LRB097 19094 JLS 64333 b

1    revocation.
2    (c) The authority of the foreign limited partnership to
3transact business in this State ceases on the effective date of
4the notice of revocation unless before that date the foreign
5limited partnership cures each failure to comply with
6subsection (a) stated in the notice. If the foreign limited
7partnership cures the failures, the Secretary of State shall so
8indicate on the filed notice.
9(Source: P.A. 93-967, eff. 1-1-05.)
 
10    (805 ILCS 215/906.5 new)
11    Sec. 906.5. Reinstatement following revocation.
12    (a) A foreign limited partnership that has had its
13certificate of authority revoked under Section 906 may be
14reinstated by the Secretary of State following the date of
15revocation upon:
16        (1) the filing of an application for reinstatement;
17        (2) the filing with the Secretary of State of all
18    reports then due and becoming due; and
19        (3) the payment to the Secretary of State of all fees
20    and penalties then due and becoming due.
21    (b) The application for reinstatement shall be executed and
22filed in duplicate in accordance with Section 204 and shall set
23forth all of the following:
24        (1) the name of the foreign limited partnership at the
25    time of revocation;

 

 

HB5139- 35 -LRB097 19094 JLS 64333 b

1        (2) the date of revocation;
2        (3) the agent for service of process and the address of
3    the agent for service of process; provided that any change
4    to either the agent for service of process or the address
5    of the agent for service of process is properly reported
6    under Section 115.
7    (c) When a limited partnership whose certificate of
8authority has been revoked has complied with the provisions of
9this Section, the Secretary of State shall file the application
10for reinstatement.
11    (d) Upon filing of the application for reinstatement: (i)
12the certificate of authority of the limited partnership to
13transact business in this State shall be deemed to have
14continued without interruption from the date of revocation,
15(ii) the limited partnership shall stand revived with the
16powers, duties, and obligations, as if its certificate of
17authority had not been revoked, and (iii) all acts and
18proceedings of its partners, acting or purporting to act in
19that capacity, that would have been legal and valid but for the
20revocation shall stand ratified and confirmed.
 
21    (805 ILCS 215/1302)
22    Sec. 1302. Fees.
23    (a) The Secretary of State shall charge and collect in
24accordance with the provisions of this Act and rules
25promulgated pursuant to its authority:

 

 

HB5139- 36 -LRB097 19094 JLS 64333 b

1        (1) fees for filing documents;
2        (2) miscellaneous charges;
3        (3) fees for the sale of lists of filings and for ,
4    copies of any documents, and for the sale or release of any
5    information.
6    (b) The Secretary of State shall charge and collect for:
7        (1) filing a certificate certificates of limited
8    partnership (domestic), a certificate certificates of
9    authority admission (foreign), and a restated certificate
10    certificates of limited partnership (domestic), and
11    restated certificates of admission (foreign), $150;
12        (2) (blank) filing certificates to be governed by this
13    Act, $50;
14        (3) filing an amendment or certificate amendments and
15    certificates of amendment, $50;
16        (4) filing a statement certificates of cancellation or
17    notice of termination, $25;
18        (5) filing an application for use of an assumed name
19    under Section 108.5 of this Act, $150 for each year or part
20    thereof ending in 0 or 5, $120 for each year or part
21    thereof ending in 1 or 6, $90 for each year or part thereof
22    ending in 2 or 7, $60 for each year or part thereof ending
23    in 3 or 8, $30 for each year or part thereof ending in 4 or
24    9, and a renewal for each assumed name, $150;
25        (6) filing an annual report of a domestic or foreign
26    limited partnership, $100;

 

 

HB5139- 37 -LRB097 19094 JLS 64333 b

1        (7) filing an application for reinstatement of a
2    domestic or foreign limited partnership, and for issuing a
3    certificate of reinstatement, $200;
4        (8) filing any other document, $50.
5    (c) The Secretary of State shall charge and collect:
6        (1) for furnishing a copy or certified copy of any
7    document, instrument or paper relating to a limited
8    partnership or foreign limited partnership, $25; and
9        (2) for the transfer of information by computer process
10    media to any purchaser, fees established by rule.
11(Source: P.A. 93-967, eff. 1-1-05.)
 
12    (805 ILCS 215/1305 rep.)
13    Section 25. The Uniform Limited Partnership Act (2001) is
14amended by repealing Section 1305.
 
15    Section 99. Effective date. This Act takes effect upon
16becoming law.

 

 

HB5139- 38 -LRB097 19094 JLS 64333 b

1 INDEX
2 Statutes amended in order of appearance
3    805 ILCS 105/115.15from Ch. 32, par. 115.15
4    805 ILCS 180/1-5
5    805 ILCS 180/Art. 37
6    heading
7    805 ILCS 180/50-10
8    805 ILCS 206/105
9    805 ILCS 206/105.5 new
10    805 ILCS 206/108
11    805 ILCS 206/1004 new
12    805 ILCS 206/1005 new
13    805 ILCS 206/1106 new
14    805 ILCS 215/116
15    805 ILCS 215/117
16    805 ILCS 215/202
17    805 ILCS 215/204.5 new
18    805 ILCS 215/206
19    805 ILCS 215/809
20    805 ILCS 215/810
21    805 ILCS 215/902.5 new
22    805 ILCS 215/906
23    805 ILCS 215/906.5 new
24    805 ILCS 215/1302
25    805 ILCS 215/1305 rep.