(805 ILCS 180/1-50)
Sec. 1-50. Service of process on limited liability
company.
(a) Any process, notice, or demand required or
permitted by law to be served upon either a limited liability
company or foreign limited liability company shall be served
either upon the registered agent appointed by the limited
liability company or upon the Secretary of State as provided
in this Section.
(b) The Secretary of State shall be irrevocably
appointed as an agent of a limited liability company upon
whom any process, notice, or demand may be served under any
of the following circumstances:
(1) Whenever the limited liability company shall fail |
| to appoint or maintain a registered agent in this State.
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(2) Whenever the limited liability company's
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| registered agent cannot with reasonable diligence be found at the registered office in this State or at the principal place of business stated in the articles of organization.
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(3) When a limited liability company has dissolved,
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| the conditions of paragraph (1) and paragraph (2) exist, and a civil action, suit or proceeding is instituted against or affecting the limited liability company within 5 years after the issuance of a certificate of dissolution or the filing of a judgment of dissolution.
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(4) When a domestic limited liability company has
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| been dissolved, the conditions of paragraph (1) or paragraph (2) exist, and a criminal proceeding has been instituted against or affecting the limited liability company.
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(5) When the admission of a foreign limited liability
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| company to transact business in this State has been revoked or withdrawn.
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(c) Service under subsection (b) shall be made by the person instituting
the action by doing
all of the following:
(1) Serving on the Secretary of State, or on any
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| employee having responsibility for administering this Act, a copy of the process, notice, or demand, together with any papers required by law to be delivered in connection with service and paying the fee prescribed by Article 50 of this Act.
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(2) Transmitting notice of the service on the
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| Secretary of State and a copy of the process, notice, or demand and accompanying papers to the limited liability company being served, by registered or certified mail:
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(A) at the last registered office of the limited
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| liability company shown by the records on file in the Office of the Secretary of State; and
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(B) at the address the use of which the person
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| instituting the action, suit, or proceeding knows or, on the basis of reasonable inquiry, has reason to believe, is most likely to result in actual notice.
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(3) Attaching an affidavit of compliance with this
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| Section, in substantially the form that the Secretary of State may by rule or regulation prescribe, to the process, notice, or demand.
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(d) Nothing herein contained shall limit or affect the
right to serve any process, notice, or demand required or
permitted by law to be served upon a limited liability
company in any other manner now or hereafter permitted by
law.
(e) The Secretary of State shall keep, for a period of
5 years from the date of service, a record of all processes,
notices, and demands served upon him or her under this
Section and shall record therein the time of the service and
such person's action with reference thereto.
(Source: P.A. 98-171, eff. 8-5-13.)
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(805 ILCS 180/1-65) Sec. 1-65. Governing law. The law of this State governs: (1) the internal affairs and organization of a |
| limited liability company;
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(2) the liability of a member as member and a
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| manager as manager for the debts, obligations, or other liabilities of a limited liability company;
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(3) the internal affairs and establishment of a
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| series of a limited liability company;
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(4) the liability of a member or a manager
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| associated with a series for the debts, obligations, or other liabilities of the series; and
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(5) the liability of a series for the debts,
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| obligations, or other liabilities of the limited liability company that established the series or for another series established by the limited liability company, and the liability of the limited liability company for the debts, obligations, or other liabilities of a series established by the limited liability company.
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(Source: P.A. 99-637, eff. 7-1-17 .)
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(805 ILCS 180/5-5)
Sec. 5-5. Articles of organization.
(a) The articles of organization shall set forth all of
the following:
(1) The name of the limited liability company and the |
| address of its principal place of business which may, but need not be a place of business in this State.
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(2) The purposes for which the limited liability
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| company is organized, which may be stated to be, or to include, the transaction of any or all lawful businesses for which limited liability companies may be organized under this Act.
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(3) The name of its registered agent and the address
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| of its registered office.
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(4) A confirmation that the limited liability company
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| complies with the requirement in subsection (b) of Section 5-1 that the company has one or more members at the time of filing or, if the filing is to be effective on a later date, that the company will have one or more members on the date the filing is to be effective.
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(5) The name and business address of all of the
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| managers and any member having the authority of a manager.
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(5.5) The duration of the limited liability company,
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| which shall be perpetual unless otherwise stated.
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(6) (Blank).
(7) The name and address of each organizer.
(8) Any other provision, not inconsistent with law,
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| that the members elect to set out in the articles of organization for the regulation of the internal affairs of the limited liability company, including any provisions that, under this Act, are required or permitted to be set out in the operating agreement of the limited liability company.
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(b) A limited liability company is organized at the
time articles of organization are filed by the Secretary of
State or at any later time, not more than 60 days after the
filing of the articles of organization, specified in the
articles of organization.
(c) Articles of organization for the organization of a limited liability
company for the purpose of accepting and executing trusts shall not be filed by
the Secretary of State until there is delivered to him or her a statement
executed by the Secretary of Financial and Professional Regulation or successor State board, department, or agency having jurisdiction over the regulation of trust companies that the
organizers of the limited liability company have made arrangements
with the Secretary of Financial and Professional Regulation
or successor State board, department, or agency having jurisdiction over the regulation of trust companies to comply with the
Corporate Fiduciary Act.
(d) Articles of organization for the organization of a limited liability
company as a bank or a savings bank must be filed with the Secretary of Financial and Professional Regulation or successor State board, department, or agency having jurisdiction over the regulation of banks or savings banks or,
if the bank or savings bank will be organized under federal law, with the
appropriate federal banking regulator.
(Source: P.A. 98-171, eff. 8-5-13; 99-227, eff. 8-3-15; 99-637, eff. 7-1-17 .)
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(805 ILCS 180/5-45)
Sec. 5-45. Forms, execution, acknowledgement and
filing.
(a) All reports required by this Act to be filed in the
Office of the Secretary of State shall be made on forms
prescribed and furnished by the Secretary of State.
Forms for all other documents to be filed in the Office of
the Secretary of State shall be furnished by the Secretary of
State upon request therefor, but the use thereof, unless
otherwise specifically prescribed in this Act, shall not be
mandatory.
(b) Whenever any provision of this Act specifically
requires any document to be executed by the limited liability
company in accordance with this Section, unless otherwise
specifically stated in this Act and subject to any additional
provisions of this Act, the document shall be signed as follows:
(1) The initial articles of organization shall be |
| signed by the organizer or organizers.
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(2) A document filed on behalf of a dissolved limited
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| liability company that has no members must be signed by the person winding up the company's activities under Section 35-4.
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(3) Any other document must be signed by a person
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| authorized by the limited liability company to sign it.
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(c) The name of a person signing the document and the
capacity in which the person signs shall be stated beneath
or opposite the person's signature.
(d) The execution of any document required by this Act
by a person constitutes an affirmation under the
penalties of perjury that the facts stated therein are true
and that the person has authority to execute the document.
(e) When filed in the Office of the Secretary of State, an authorization,
including a power of attorney, to sign a record must be in writing, then sworn
to, verified, or acknowledged.
(Source: P.A. 99-637, eff. 7-1-17 .)
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(805 ILCS 180/5-47)
Sec. 5-47. Statement of correction.
(a) Whenever any instrument authorized to be filed with the Secretary of
State under any provision of this Act has been so filed and, as of the date of
the action therein referred to, contains any misstatement of fact,
typographical error, error of transcription, or other error or defect or was
defectively or erroneously executed, such instrument may be corrected by
filing, in accordance with Section 5-45 of this Act, a statement of correction.
(b) A statement of correction shall set forth:
(1) The name of the limited liability company and the |
| state or country under the laws of which it is organized.
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(2) The title of the instrument being corrected and
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| the date it was filed by the Secretary of State.
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(3) The inaccuracy, error, or defect to be corrected
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| and the portion of the instrument in corrected form.
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(c) A statement of correction shall be executed in the same manner in which
the instrument being corrected was required to be executed.
(d) The corrected instrument shall be effective as of the date the original
instrument was filed.
(e) A statement of correction shall not:
(1) Effect any change or amendment of articles which
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| would not in all respects have complied with the requirements of this Act at the time of filing the instrument being corrected.
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(2) Take the place of any document, statement, or
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| report otherwise required to be filed by this Act.
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(3) Affect any right or liability accrued or incurred
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| before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having such right has not detrimentally relied on the original instrument.
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(4) (Blank).
(5) (Blank).
(6) (Blank).
(7) Alter the wording of any resolution as filed in
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| any document with the Secretary of State and which was in fact adopted by the members or managers.
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(Source: P.A. 99-637, eff. 7-1-17 .)
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(805 ILCS 180/5-48)
Sec. 5-48.
Petition for refund.
(a) Any domestic or foreign limited liability company having authority to
transact business in this State may petition the Secretary of State for a
refund of fees claimed to have been erroneously paid, subject to the following
limitations:
(1) No refund shall be made unless a petition for |
| refund has been filed in accordance with Section 5-45 of this Act within 3 years after the amount to be refunded was paid.
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(2) If the refund claimed is based upon an instrument
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| filed with the Secretary of State which contained a misstatement of fact, typographical error, error of transcription, or other error or defect, no refund of any fee shall be made unless a statement of correction has been filed in accordance with Section 5-47 of this Act.
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(b) The petition for refund shall be executed in accordance with Section
5-45 of this Act and shall set forth the following:
(1) The name of the limited liability company and the
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| state or country under the laws of which it is organized.
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(2) The amount of the claim.
(3) The details of the transaction and all facts upon
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| which the petitioner relies.
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(4) Any other information required by rule.
(c) If the Secretary of State determines that the amount paid is incorrect,
he or she shall refund to the limited liability company any amount paid in
excess
of the proper amount; provided, however, that no refund shall be made for an
amount less than $200, and any refund in excess of that amount shall be reduced
by $200; and provided further, that such refund shall be made without payment
of interest.
(Source: P.A. 93-59, eff. 7-1-03.)
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