HB0047 102ND GENERAL ASSEMBLY

LRB102 04090 KTG 14106 b

102ND GENERAL ASSEMBLY
State of Illinois
2021 and 2022
HB0047

Introduced 1/14/2021, by Rep. Joyce Mason

SYNOPSIS AS INTRODUCED:

805 ILCS 180/1-20
805 ILCS 180/45-20
805 ILCS 180/50-10
805 ILCS 180/50-45
805 ILCS 180/50-50

Amends the Limited Liability Company Act. Reduces fees payable to the Secretary of State and the Illinois Supreme Court by 50%. Applies to registration fees, copy fees, expedited service fees, and attorney certificate of registration fees.

FISCAL NOTE ACT MAY APPLY

A BILL FOR

AN ACT concerning business.

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

Section 5. The Limited Liability Company Act is amended by changing Sections 1-20, 45-20, 50-10, 50-45, and 50-50 as follows:

(805 ILCS 180/1-20)

Sec. 1-20. Assumed name.

(a) A limited liability company or a foreign limited liability company admitted to transact business or making application for admission to transact business in Illinois may elect to adopt an assumed name that complies with the requirements of Section 1-10 of this Act except (a)(1).

(a-5) As used in this Act, "assumed name" means any name other than the true limited liability company name, except that the following do not constitute the use of an assumed name under this Act:

(1) A limited liability company's identification of its business with a trademark or service mark of which the company is the owner or licensed user.

(2) The use of a name of a division, not containing the word "limited", "liability", or "company" or an abbreviation of one of those words, provided that the limited liability company also clearly discloses its true name.

(b) Before transacting any business in Illinois under an assumed limited liability company name or names, the limited liability company shall, for each assumed name, execute and file in duplicate an application setting forth all of the following:

(1) The true limited liability company name.

(2) The state or country under the laws of which it is organized.

(3) That it intends to transact business under an assumed limited liability company name.

(4) The assumed name that it proposes to use.

(c) The right to use an assumed name shall be effective from the date of filing by the Secretary of State until the first day of the anniversary month of the limited liability company that falls within the next calendar year evenly divisible by 5. However, if an application is filed within the 2 months immediately preceding the anniversary month of a limited liability company that falls within a calendar year evenly divisible by 5, the right to use the assumed name shall be effective until the first day of the anniversary month of the limited liability company that falls within the next succeeding calendar year evenly divisible by 5.

(d) A limited liability company shall renew the right to use its assumed name or names, if any, within the 60 days preceding the expiration of the right, for a period of 5 years, by making an election to do so at the time of filing its annual report form and by paying the renewal fee as prescribed by this Act.

(e) A limited liability company or foreign limited liability company may change or cancel any or all of its assumed names by executing and filing an application setting forth all of the following:

(1) The true limited liability company name.

(2) The state or country under the laws of which it is organized.

(3) That it intends to cease transacting business under an assumed name by changing or cancelling it.

(4) The assumed name to be changed or cancelled.

(5) If the assumed name is to be changed, the assumed name that the limited liability company proposes to use.

(f) Upon the filing of an application to change an assumed name, the limited liability company shall have the right to use the assumed name for the balance of the period authorized.

(g) The right to use an assumed name shall be cancelled by the Secretary of State if any of the following occurs:

(1) The limited liability company fails to renew an assumed name.

(2) The limited liability company has filed an application to change or cancel the assumed name.

(3) A limited liability company has been dissolved.

(4) A foreign limited liability company has had its admission to do business in Illinois revoked.

(h) Any limited liability company or foreign limited liability company failing to pay the prescribed fee for assumed name renewal when due and payable shall be given notice of nonpayment by the Secretary of State by regular mail. If the fee, together with a late fee of $50 $100, is not paid within 60 days after the notice is mailed, the right to use the assumed name shall cease. Any limited liability company or foreign limited liability company that (i) puts forth any sign or advertisement assuming any name other than that under which it is organized or otherwise authorized by law to act or (ii) violates Section 1-27 is guilty of a petty offense and shall be fined not less than $501 and not more than $1,000. A limited liability company or foreign limited liability company shall be deemed guilty of an additional offense for each day it shall continue to so offend. Each limited liability company or foreign limited liability company that fails or refuses (1) to answer truthfully and fully within the time prescribed by this Act interrogatories propounded by the Secretary of State in accordance with this Act or (2) to perform any other act required by this Act to be performed by the limited liability company or foreign limited liability company is guilty of a petty offense and shall be fined not less than $501 and not more than $1,000.

(i) A foreign limited liability company may not use an assumed or fictitious name in the conduct of its business to intentionally misrepresent the geographic origin or location of the company.

(Source: P.A. 93-59, eff. 7-1-03.)

(805 ILCS 180/45-20)

Sec. 45-20. Registration; registered name of foreign limited liability company.

(a) Any foreign limited liability company not transacting business in this State and not authorized to transact business in this State may register its name, provided its name is available for use as determined by the Secretary of State in accordance with the provisions of this Act that specify name availability for limited liability companies organized in Illinois. Registration shall be made by doing the following:

(1) executing and filing in accordance with the forms and regulations that the Secretary of State may specify:

(A) an application for registration, stating the name of the limited liability company, the State or place under the laws of which it is organized, the date of its organization, a brief statement of the business in which it is engaged or plans to engage, the post-office address of the limited liability company to which the Secretary of State may mail notices as required or permitted by this Act, and that it desires to register its name under this Section; and

(B) a certificate setting forth that the limited liability company is in good standing under the laws of the State or place wherein it is organized executed by the Secretary of State of that state or by some other public official that may have custody of the records pertaining to limited liability companies; and

(2) paying to the Secretary of State a fee of $300.

(b) Registration shall be effective from the date of filing by the Secretary of State until the first day of the twelfth month following that date.

(c) Registration may be renewed from year to year by filing an application for renewal setting forth the facts required in an original application for registration and accompanied by a certificate of good standing as required for the original registration and by paying the fee of $50 $100 within 60 days immediately preceding the first day of the twelfth month following the date of filing the original registration or previous renewal. Renewal shall extend the registration for 12 months, to expire on the first day of the month in which the original registration was filed the next year.

(d) Any foreign limited liability company that has in effect a registration of its name may cancel that registration at any time by filing an application for cancellation in the same manner and setting forth the same facts required to be set forth in an original registration and paying the fee prescribed by this Act.

(e) The Secretary of State may cancel any registration if, after a hearing, he or she finds that the application therefor or any renewal thereof was made contrary to this Act.

(Source: P.A. 87-1062.)

(805 ILCS 180/50-10)

Sec. 50-10. Fees.

(a) The Secretary of State shall charge and collect in accordance with the provisions of this Act and rules promulgated under its authority all of the following:

(1) Fees for filing documents.

(2) Miscellaneous charges.

(3) Fees for the sale of lists of filings and for copies of any documents.

(b) The Secretary of State shall charge and collect for all of the following:

(1) Filing articles of organization (domestic), application for admission (foreign), and restated articles of organization (domestic), $75 $150. Notwithstanding the foregoing, the fee for filing articles of organization (domestic), application for admission (foreign), and restated articles of organization (domestic) in connection with a limited liability company with a series or the ability to establish a series pursuant to Section 37-40 of this Act is $200 $400.

(2) Filing amendments (domestic or foreign), $25 $50.

(3) Filing a statement of termination or application for withdrawal, $2.50 $5.

(4) Filing an application to reserve a name, $12.50 $25.

(5) Filing a notice of cancellation of a reserved name, $2.50 $5.

(6) Filing a notice of a transfer of a reserved name, $12.50 $25.

(7) Registration of a name, $25 $50.

(8) Renewal of registration of a name, $25 $50.

(9) Filing an application for use of an assumed name under Section 1-20 of this Act, $75 $150 for each year or part thereof ending in 0 or 5, $60 $120 for each year or part thereof ending in 1 or 6, $45 $90 for each year or part thereof ending in 2 or 7, $30 $60 for each year or part thereof ending in 3 or 8, $15 $30 for each year or part thereof ending in 4 or 9, and a renewal for each assumed name, $75 $150.

(9.5) Filing an application for change of an assumed name, $12.50 $25.

(10) Filing an application for cancellation of an assumed name, $2.50 $5.

(11) Filing an annual report of a limited liability company or foreign limited liability company, $37.50 $75, if filed as required by this Act, plus a penalty if delinquent. Notwithstanding the foregoing, the fee for filing an annual report of a limited liability company or foreign limited liability company is $37.50 $75 plus $25 $50 for each series for which a certificate of designation has been filed pursuant to Section 37-40 of this Act and is in effect on the last day of the third month preceding the company's anniversary month, plus a penalty if delinquent.

(12) Filing an application for reinstatement of a limited liability company or foreign limited liability company, $100 $200.

(13) Filing articles of merger, $50 $100 plus $25 $50 for each party to the merger in excess of the first 2 parties.

(14) (Blank).

(15) Filing a statement of change of address of registered office or change of registered agent, or both, or filing a statement of correction, $12.50 $25.

(16) Filing a petition for refund, $2.50 $5.

(17) Filing a certificate of designation of a limited liability company with a series pursuant to Section 37-40 of this Act, $25 $50.

(18) (Blank).

(19) Filing, amending, or cancelling a statement of authority, $25 $50.

(20) Filing, amending, or cancelling a statement of denial, $5 $10.

(21) Filing any other document, $2.50 $5.

(c) The Secretary of State shall charge and collect all of the following:

(1) For furnishing a copy or certified copy of any document, instrument, or paper relating to a limited liability company or foreign limited liability company, or for a certificate, $12.50 $25.

(2) For the transfer of information by computer process media to any purchaser, fees established by rule.

(Source: P.A. 100-561, eff. 7-1-18; 100-571, eff. 12-20-17; 101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)

(805 ILCS 180/50-45)

Sec. 50-45. Certificate of registration; attorneys at law.

(a) A limited liability company that is organized to practice law may not engage in the practice of law without a certificate of registration from the Supreme Court of Illinois. Application for registration shall be made in writing and shall contain the name and address of the limited liability company and such other information as may be required by the Supreme Court. Upon receipt of the application, if the Supreme Court finds that the organizers, members, and managers are each licensed to practice law, no disciplinary action is pending against any of them, and it appears that the limited liability company will be conducted in compliance with the law and the rules of the Supreme Court, the Supreme Court may issue, upon payment of a registration fee of $25 $50, a certificate of registration.

Upon written application of the certificate holder and upon completion of a form prescribed by the Supreme Court, the Supreme Court may renew the certificate if it finds that the limited liability company has complied with the Supreme Court's rules and the provisions of this Act. The fee for the renewal of a certificate of registration is $20 $40 per year.

The applications submitted and fees payable to the Supreme Court shall be in addition to the documents, amendments, and reports filed with and the fees and penalties charged by the Secretary of State.

The certificate of registration shall be conspicuously posted upon the premises to which it is applicable, and the limited liability company may have only those offices that are designated by street address in the articles of organization or as changed by amendment of those articles. A certificate of registration is not assignable.

(b) Moneys collected under this Section shall be deposited into the Supreme Court Special Purposes Fund.

(c) After the effective date of this amendatory Act of the 98th General Assembly, the amount of any fee collected under this Section may be set by Supreme Court rule, except that the amount of the fees shall remain as set by statute until the Supreme Court adopts rules specifying a higher or lower fee amount.

(Source: P.A. 98-324, eff. 10-1-13.)

(805 ILCS 180/50-50)

Sec. 50-50. Department of Business Services Special Operations Fund.

(a) A special fund in the State treasury is created and shall be known as the Department of Business Services Special Operations Fund. Moneys deposited into the Fund shall, subject to appropriation, be used by the Department of Business Services of the Office of the Secretary of State, hereinafter "Department", to create and maintain the capability to perform expedited services in response to special requests made by the public for same-day or 24-hour service. Moneys deposited into the Fund shall be used for, but not limited to, expenditures for personal services, retirement, Social Security, contractual services, equipment, electronic data processing, and telecommunications.

(b) The balance in the Fund at the end of any fiscal year shall not exceed $600,000, and any amount in excess thereof shall be transferred to the General Revenue Fund.

(c) All fees payable to the Secretary of State under this Section shall be deposited into the Fund. No other fees or charges collected under this Act shall be deposited into the Fund.

(d) "Expedited services" means services rendered within the same day, or within 24 hours from the time, the request therefor is submitted by the filer, law firm, service company, or messenger physically in person or, at the Secretary of State's discretion, by electronic means, to the Department's Springfield Office and includes, but is not limited to, requests for certified copies, photocopies, and computer abstracts made in person to the Department's Springfield Office or to the Department's Chicago Office. A request submitted by electronic means may not be considered a request for expedited services solely because of its submission by electronic means, unless expedited service is requested by the filer.

(e) Fees for expedited services shall be as follows:

Restated articles of organization, $100 $200;

Merger, $100 $200;

Articles of organization, $50 $100;

Articles of amendment, $50 $100;

Reinstatement, $50 $100;

Application for admission to transact business, $50 $100;

Computer abstract, $10 $20;

All other filings, copies of documents and copies of documents of dissolved or revoked limited liability companies, $25 $50.

(f) The Secretary may not provide expedited services for the online electronic filing of annual reports or requests for certificates of good standing.

(Source: P.A. 100-186, eff. 7-1-18; 100-561, eff. 7-1-18; 101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)