State of Illinois
91st General Assembly
Legislation

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91_SB0565eng

 
SB565 Engrossed                                LRB9103877DJcb

 1        AN  ACT  to  amend  the  Limited Liability Company Act by
 2    changing Sections 1-20, 1-35, 35-25, 35-70, 45-35, 50-1,  and
 3    50-15 and repealing Section 50-30.

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

 6        Section 5.  The Limited Liability Company Act is  amended
 7    by  changing  Sections 1-20, 1-35, 35-25, 35-70, 45-35, 50-1,
 8    and 50-15 as follows:

 9        (805 ILCS 180/1-20)
10        Sec. 1-20.  Assumed name.
11        (a)  A limited liability company  or  a  foreign  limited
12    liability  company  admitted  to  transact business or making
13    application for admission to transact  business  in  Illinois
14    may  elect  to  adopt  an assumed name that complies with the
15    requirements of Section 1-10 of this Act except (a)(1)  shall
16    contain  the  term  "limited liability company", "L.L.C.", or
17    "LLC".
18        (a-5)  As used in this Act, "assumed name" means any name
19    other than the true limited liability  company  name,  except
20    that  the  following  do not constitute the use of an assumed
21    name under this Act:
22             (1)  A limited liability company's identification of
23        its business with a trademark or service  mark  of  which
24        the company is the owner or licensed user.
25             (2)  The use of a name of a division, not containing
26        the  word  "limited",  "liability",  or  "company"  or an
27        abbreviation of one of those  words,  provided  that  the
28        limited liability company also clearly discloses its true
29        name.
30        (b)  Before transacting any business in Illinois under an
31    assumed  limited liability company name or names, the limited
 
SB565 Engrossed             -2-                LRB9103877DJcb
 1    liability company shall, for each assumed name,  execute  and
 2    file  in  duplicate  an  application setting forth all of the
 3    following:
 4             (1)  The true limited liability company name.
 5             (2)  The state or country under the laws of which it
 6        is organized.
 7             (3)  That it intends to transact business  under  an
 8        assumed limited liability company name.
 9             (4)  The assumed name that it proposes to use.
10        (c)  The  right to use an assumed name shall be effective
11    from the date of filing by the Secretary of State  until  the
12    first  day  of the anniversary month of the limited liability
13    company that falls  within  the  next  calendar  year  evenly
14    divisible  by  5.  However, if an application is filed within
15    the 2 months immediately preceding the anniversary month of a
16    limited liability company that falls within a  calendar  year
17    evenly  divisible  by  5,  the  right to use the assumed name
18    shall be effective until the first  day  of  the  anniversary
19    month  of the limited liability company that falls within the
20    next succeeding calendar year evenly divisible by 5.
21        (d)  A limited liability company shall renew the right to
22    use its assumed name or names, if any,  within  the  60  days
23    preceding  the  expiration  of  the  right, for a period of 5
24    years, by making an election to do so at the time  of  filing
25    its  annual  report  form  and  by  paying the renewal fee as
26    prescribed by this Act.
27        (e)  A  limited  liability  company  or  foreign  limited
28    liability company may change or cancel  any  or  all  of  its
29    assumed  names by executing and filing an application setting
30    forth all of the following:
31             (1)  The true limited liability company name.
32             (2)  The state or country under the laws of which it
33        is organized.
34             (3)  That it intends to cease  transacting  business
 
SB565 Engrossed             -3-                LRB9103877DJcb
 1        under an assumed name by changing or cancelling it.
 2             (4)  The assumed name to be changed or cancelled.
 3             (5)  If  the  assumed  name  is  to  be changed, the
 4        assumed name that the limited liability company  proposes
 5        to use.
 6        (f)  Upon  the  filing  of  an  application  to change an
 7    assumed name, the limited liability company  shall  have  the
 8    right  to  use the assumed name for the balance of the period
 9    authorized.
10        (g)  The right to use an assumed name shall be  cancelled
11    by the Secretary of State if any of the following occurs:
12             (1)  The limited liability company fails to renew an
13        assumed name.
14             (2)  The  limited  liability  company  has  filed an
15        application to change or cancel the assumed name.
16             (3)  A limited liability company has been dissolved.
17             (4)  A foreign limited liability company has had its
18        admission to do business in Illinois revoked.
19        (h)  Any limited liability  company  or  foreign  limited
20    liability  company  failing  to  pay  the  prescribed fee for
21    assumed name renewal when due  and  payable  shall  be  given
22    notice  of  nonpayment  by  the Secretary of State by regular
23    mail.  If the fee, together with a late fee of $100,  is  not
24    paid  within 60 days after the notice is mailed, the right to
25    use the assumed  name  shall  cease.  Any  limited  liability
26    company  or foreign limited liability company that puts forth
27    any sign or advertisement assuming any name other  than  that
28    under which it is organized or otherwise authorized by law to
29    act  is  guilty  of a business offense and shall be fined not
30    less than $501 and not more than $1,000.  A limited liability
31    company or foreign limited liability company shall be  deemed
32    guilty  of  an  additional  offense  for  each  day  it shall
33    continue to so offend.  Each  limited  liability  company  or
34    foreign  limited  liability company that fails or refuses (1)
 
SB565 Engrossed             -4-                LRB9103877DJcb
 1    to answer truthfully and fully within the time prescribed  by
 2    this Act interrogatories propounded by the Secretary of State
 3    in  accordance  with this Act or (2) to perform any other act
 4    required by this Act to be performed by the limited liability
 5    company or foreign limited liability company is guilty  of  a
 6    business  offense  and  shall be fined not less than $501 and
 7    not more than $1,000.
 8    (Source: P.A. 87-1062.)

 9        (805 ILCS 180/1-35)
10        Sec. 1-35.  Registered office and registered agent.
11        (a)  Each limited liability company and  foreign  limited
12    liability company shall continuously maintain in this State a
13    registered  agent  and registered office, which agent must be
14    an individual resident of this State, a domestic corporation,
15    or a foreign corporation having a place of business  in,  and
16    authorized  to do business in, this State.  If the agent is a
17    corporation,  the  corporation  must  be  authorized  by  its
18    articles of incorporation to act as an agent.
19        (b)  A  limited  liability  company  or  foreign  limited
20    liability company may change  its  registered  agent  or  the
21    address of its registered office pursuant to Section 5-15.
22        (c)  The  registered  agent  may  at  any  time resign by
23    filing in the Office of the Secretary of State written notice
24    thereof  and  by  mailing  a  copy  thereof  to  the  limited
25    liability company or foreign limited liability company at its
26    principal office as it is known to the  resigning  registered
27    agent.  The notice must be mailed at least 10 days before the
28    date  of  filing  thereof  with  the Secretary of State.  The
29    notice shall be executed  by  the  registered  agent,  if  an
30    individual,  or  by  a  principal  officer, if the registered
31    agent is a corporation.  The notice shall set  forth  all  of
32    the following:
33             (1)  The  name  of the limited liability company for
 
SB565 Engrossed             -5-                LRB9103877DJcb
 1        which the registered agent is acting.
 2             (2)  The name of the registered agent.
 3             (3)  The address, including street, number, city and
 4        county of the limited liability company's then registered
 5        office in this State.
 6             (4)  That the registered agent resigns.
 7             (5)  The effective date of  the  resignation,  which
 8        shall  not  be  sooner  than  30  days  after the date of
 9        filing.
10             (6)  The address of  the  principal  office  of  the
11        limited   liability   company  as  it  is  known  to  the
12        registered agent.
13             (7)  A statement that a copy of the notice has  been
14        sent  by  registered  or  certified mail to the principal
15        office of the limited liability company within  the  time
16        and in the manner prescribed by this Section.
17        (d)  A  new  registered  agent  must  be placed on record
18    within  60  days  after  a  registered  agent's   notice   of
19    resignation under this Section.
20    (Source: P.A. 90-424, eff. 1-1-98.)

21        (805 ILCS 180/35-25)
22        Sec.  35-25.   Grounds of administrative dissolution. The
23    Secretary of State may dissolve any limited liability company
24    administratively if any of the following occur:
25        (1)  it has failed to file its annual report and pay  its
26    fee  as  required  by  this  Act  before the first day of the
27    anniversary month or, within 180 days of the anniversary day;
28        (2)  it has failed to file in the Office of the Secretary
29    of State any report within 180 days of the  date  for  filing
30    the report; or
31        (3)  it  has  failed to appoint and maintain a registered
32    agent in Illinois within 60 days after a  registered  agent's
33    notice of resignation under Section 1-35.
 
SB565 Engrossed             -6-                LRB9103877DJcb
 1    (Source: P.A. 87-1062.)

 2        (805 ILCS 180/35-70)
 3        Sec.  35-70.  Dissociated  member's power to bind limited
 4    liability company.  For 2 years after  a  member  dissociates
 5    without  the  dissociation  resulting  in  a  dissolution and
 6    winding up of a limited  liability  company's  business,  the
 7    company,  including  a surviving company under Article 37, is
 8    bound by an act of the dissociated  member  that  would  have
 9    bound the company under Section 13-5 before dissociation only
10    if  at  the  time  of entering into the transaction the other
11    party:
12        (1)  reasonably believed that the dissociated member  was
13    then a member; and
14        (2)  did  not  have notice of the member's dissociation.;
15    and
16        (3)  (blank). is not deemed  to  have  had  notice  under
17    Section 35-15.
18    (Source: P.A. 90-424, eff. 1-1-98.)

19        (805 ILCS 180/45-35)
20        Sec. 45-35.  Revocation of admission.
21        (a)  The admission of a foreign limited liability company
22    to  transact  business  in  this  State may be revoked by the
23    Secretary  of  State  upon  the  occurrence  of  any  of  the
24    following events:
25             (1)  The foreign limited company has failed to:
26                  (A)  file its limited liability company  annual
27             report  within  the time required by Section 50-1 or
28             has failed to pay any fees or  penalties  prescribed
29             by this Article;
30                  (B)  appoint and maintain a registered agent in
31             Illinois  within  60 days after a registered agent's
32             notice of resignation under Section 1-35 as required
 
SB565 Engrossed             -7-                LRB9103877DJcb
 1             by this Article;
 2                  (C)  file a report upon any change in the  name
 3             or business address of the registered agent;
 4                  (D)  file  in  the  Office  of the Secretary of
 5             State any amendment to its application for admission
 6             as specified in Section 45-25; or
 7                  (E)  renew its assumed name,  or  to  apply  to
 8             change  its  assumed  name  under this Act, when the
 9             limited liability company may only transact business
10             within this State under its assumed name.
11             (2)  A  misrepresentation  has  been  made  of   any
12        material matter in any application, report, affidavit, or
13        other document submitted by the foreign limited liability
14        company under this Article.
15        (b)  The admission of a foreign limited liability company
16    shall  not be revoked by the Secretary of State unless all of
17    the following occur:
18             (1)  The Secretary of State has  given  the  foreign
19        limited  liability  company not less than 60 days' notice
20        thereof by mail addressed to  its  registered  office  in
21        this  State  or, if the foreign limited liability company
22        fails to appoint and maintain a registered agent in  this
23        State,  addressed to the office required to be maintained
24        under paragraph (5) of subsection (a) of Section 45-5.
25             (2)  During that 60 day period, the foreign  limited
26        liability   company   has  failed  to  file  the  limited
27        liability company report, to pay fees  or  penalties,  to
28        file  a  report of change regarding the registered agent,
29        to   file   any   amendment,   or    to    correct    any
30        misrepresentation.
31        (c)  Upon  the expiration of 60 days after the mailing of
32    the notice, the admission of the  foreign  limited  liability
33    company to transact business in this State shall cease.
34    (Source: P.A. 90-424, eff. 1-1-98.)
 
SB565 Engrossed             -8-                LRB9103877DJcb
 1        (805 ILCS 180/50-1)
 2        Sec. 50-1.  Annual reports.
 3        (a)  Each  limited  liability company organized under the
 4    laws of this State and each foreign limited liability company
 5    admitted to transact  business  in  this  State  shall  file,
 6    within  the  time  prescribed  by  this Act, an annual report
 7    setting forth all of the following:
 8             (1)  The name of the limited liability company.
 9             (2)  The address, including  street  and  number  or
10        rural  route  number,  of  its  registered office in this
11        State and the  name  of  its  registered  agent  at  that
12        address  and  a  statement  of  change  of its registered
13        office or registered agent, or both, if any.
14             (3)  The address, including  street  and  number  or
15        rural route number of its principal place of business.
16             (4)  The  names and addresses of its managers or, if
17        none, the members.
18             (5)  Additional information that may be necessary or
19        appropriate in order to enable the Secretary of State  to
20        administer  this  Act  and to verify the proper amount of
21        fees payable by the limited liability company.
22             (6)  The  annual  report  shall  be  made  on  forms
23        prescribed and furnished by the Secretary of  State,  and
24        the  information  therein,  required  by  paragraphs  (1)
25        through  (4)  of subsection (a), both inclusive, shall be
26        given as of the date of execution of the  annual  report.
27        The  annual  report shall be executed by a manager or, if
28        none, a member designated  by  the  members  pursuant  to
29        limited  liability  company  action  properly taken under
30        Section 15-1.
31        (b)  The  annual  report,  together  with  all  fees  and
32    charges prescribed by this Act, shall  be  delivered  to  the
33    Secretary  of  State within 60 days immediately preceding the
34    first day of the anniversary month. Proof to the satisfaction
 
SB565 Engrossed             -9-                LRB9103877DJcb
 1    of the Secretary of State that, before the first day  of  the
 2    anniversary  month  of  the  limited  liability  company, the
 3    report, together with all fees and charges as  prescribed  by
 4    this Act, was deposited in the United States mail in a sealed
 5    envelope,  properly addressed, with postage prepaid, shall be
 6    deemed a compliance with this requirement. The annual report,
 7    together with all fees and charges as prescribed by this Act,
 8    shall be deemed to be received by the Secretary of State upon
 9    the date of actual receipt thereof by the Secretary of State.
10      If the Secretary of State finds that the report conforms to
11    the requirements of this Act, he or she shall  file  it.   If
12    the  Secretary of State finds that it does not so conform, he
13    or she shall promptly return  it  to  the  limited  liability
14    company  for  any  necessary  corrections, in which event the
15    penalties prescribed for failure to file  the  report  within
16    the  time provided shall not apply if the report is corrected
17    to conform to the requirements of this Act  and  returned  to
18    the  Secretary of State within 60 30 days of the original due
19    date of the report was returned for corrections.
20    (Source: P.A. 90-424, eff. 1-1-98.)

21        (805 ILCS 180/50-15)
22        Sec. 50-15.  Penalty.
23        (a)  The Secretary of State  shall  declare  any  limited
24    liability  company or foreign limited liability company to be
25    delinquent and not in good standing if any of  the  following
26    occur:
27             (1)  It has failed to file its annual report and pay
28        the  requisite  fee  as  required  by this Act before the
29        first day of the anniversary month in the year  in  which
30        it is due.
31             (2)  It   has  failed  to  appoint  and  maintain  a
32        registered  agent  in  Illinois   within   60   days   of
33        notification  of  the Secretary of State by the resigning
 
SB565 Engrossed             -10-               LRB9103877DJcb
 1        registered agent.
 2             (3)  (Blank). It has failed to  report  its  federal
 3        employer  identification number to the Secretary of State
 4        within 90 days as specified in Section 50-30.
 5        (b)  If the limited liability company or foreign  limited
 6    liability  company  has  not corrected the default within the
 7    time periods prescribed by this Act, the Secretary  of  State
 8    shall be empowered to invoke any of the following penalties:
 9             (1)  For   failure   or   refusal   to  comply  with
10        subsection (a) of this Section within 60 days  after  the
11        due  date,  a  penalty of $100 plus $50 for each month or
12        fraction thereof until returned to good standing or until
13        administratively dissolved by the Secretary of State.
14             (2)  The Secretary  of  State  shall  not  file  any
15        additional   documents,  amendments,  reports,  or  other
16        papers relating  to  any  limited  liability  company  or
17        foreign  limited  liability  company  organized  under or
18        subject  to  the  provisions  of  this  Act   until   any
19        delinquency under subsection (a) is satisfied.
20             (3)  In response to inquiries received in the Office
21        of  the  Secretary  of  State  from any party regarding a
22        limited  liability  company  that  is   delinquent,   the
23        Secretary of State may show the limited liability company
24        as not in good standing.
25    (Source: P.A. 90-424, eff. 1-1-98.)

26        (805 ILCS 180/50-30 rep.)
27        Section  6.  The Limited Liability Company Act is amended
28    by repealing Section 50-30.

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