Illinois General Assembly

  Bills & Resolutions  
  Compiled Statutes  
  Public Acts  
  Legislative Reports  
  IL Constitution  
  Legislative Guide  
  Legislative Glossary  

 Search By Number
 (example: HB0001)
Search Tips

Search By Keyword

Public Act 101-0494


 

Public Act 0494 101ST GENERAL ASSEMBLY

  
  
  

 


 
Public Act 101-0494
 
HB2992 EnrolledLRB101 07318 JLS 52358 b

    AN ACT concerning business.
 
    Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
 
    Section 5. The Business Corporation Act of 1983 is amended
by changing Section 15.85 as follows:
 
    (805 ILCS 5/15.85)  (from Ch. 32, par. 15.85)
    Sec. 15.85. Effect of nonpayment of fees or taxes.
    (a) The Secretary of State shall not file any articles,
statements, certificates, reports, applications, notices, or
other papers relating to any corporation, domestic or foreign,
organized under or subject to the provisions of this Act until
all fees, franchise taxes, and charges provided to be paid in
connection therewith shall have been paid to him or her, or
while the corporation is in default in the payment of any fees,
franchise taxes, charges, penalties, or interest herein
provided to be paid by or assessed against it, or when the
Illinois Department of Revenue has given notice that the
corporation is in default in the filing of a return or the
payment of any final assessment of tax, penalty or interest as
required by any tax Act administered by the Department.
    (b) The Secretary of State shall not file, with respect to
any domestic or foreign corporation, any document required or
permitted to be filed by this Act, which has an effective date
other than the date of filing until there has been paid by such
corporation to the Secretary of State all fees, taxes and
charges due and payable on or before said effective date.
    (c) No corporation required to pay a franchise tax, license
fee, penalty, or interest under this Act shall maintain any
civil action until all such franchise taxes, license fees,
penalties, and interest have been paid in full.
    (d) The Secretary of State shall, from information received
from the Illinois Commerce Commission, compile and keep a list
of all domestic and foreign corporations which are regulated
pursuant to the provisions of the Public Utilities Act, or the
Collateral Recovery Act, or the Personal Property Storage Act,
or Chapter 18a, 18c, or 18d and Chapter 18 of the Illinois
Vehicle Code and which hold, as a prerequisite for doing
business in this State, any franchise, license, permit, or
right to engage in any business regulated by such Acts.
    (e) Each month the Secretary of State shall, by written
notice, advise the Chief Clerk of the Illinois Commerce
Commission of: (i) any domestic corporation on the list
maintained under subsection (d) that has been dissolved within
the month; and (ii) any foreign corporation on the list
maintained under subsection (d) whose authority to do business
in Illinois has been revoked within the month. Within 10 days
after any such corporation fails to pay a franchise tax,
license fee, penalty, or interest required under this Act, the
Secretary shall, by written notice, so advise the Secretary of
the Illinois Commerce Commission.
    (f) The Secretary of State and the Illinois Commerce
Commission may provide each other the information required
under this Section in an electronic format, including, without
limitation by means of such agreed access, those records of the
Secretary of State that will provide the Illinois Commerce
Commission the information it requires under the statutes it
administers. The provision of information under this Section
shall begin as soon as is practicable, but in no event later
than October 1, 2020.
(Source: P.A. 100-863, eff. 8-14-18.)
 
    Section 10. The General Not For Profit Corporation Act of
1986 is amended by changing Section 115.85 as follows:
 
    (805 ILCS 105/115.85)  (from Ch. 32, par. 115.85)
    Sec. 115.85. Effect of nonpayment of fees or taxes. (a) The
Secretary of State shall not file any articles, statements,
certificates, reports, applications, notices, or other papers
relating to any corporation, domestic or foreign, organized
under or subject to the provisions of this Act until all fees
and charges provided to be paid in connection therewith shall
have been paid to him or her, or while the corporation is in
default in the payment of any fees, charges or penalties herein
provided to be paid by or assessed against it, or when the
Illinois Department of Revenue has given notice that the
corporation is in default in the filing of a return or the
payment of any final assessment of tax, penalty or interest as
required by any tax Act administered by the Department.
    (b) The Secretary of State shall not file, with respect to
any domestic or foreign corporation, any document required or
permitted to be filed by this Act, which has an effective date
other than the date of filing until there has been paid by such
corporation to the Secretary of State all fees and charges due
and payable on or before said effective date.
    (c) No corporation required to pay a penalty under this Act
shall maintain any civil action until all such penalties have
been paid in full.
    (d) The Secretary of State shall, from information received
from the Illinois Commerce Commission, compile and keep a list
of all domestic and foreign corporations that are regulated
pursuant to the provisions of the Public Utilities Act, or the
Collateral Recovery Act, or the Personal Property Storage Act,
or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and
which hold, as a prerequisite for doing business in this State,
any franchise, license, permit, or right to engage in any
business regulated by such Acts.
    (e) Each month the Secretary of State shall, by written
notice, advise the Chief Clerk of the Illinois Commerce
Commission of: (i) any domestic corporation on the list
maintained under subsection (d) that has been dissolved within
the month; and (ii) any foreign corporation on the list
maintained under subsection (d) whose authority to do business
in Illinois has been revoked within the month.
    (f) The Secretary of State and the Illinois Commerce
Commission may provide each other the information required
under this Section in an electronic format, including, without
limitation by means of such agreed access, those records of the
Secretary of State that will provide the Illinois Commerce
Commission the information it requires under the statutes it
administers. The provision of information under this Section
shall begin as soon as is practicable, but in no event later
than October 1, 2020.
(Source: P.A. 86-381.)
 
    Section 15. The Limited Liability Company Act is amended by
changing Sections 35-30 and 45-36 as follows:
 
    (805 ILCS 180/35-30)
    Sec. 35-30. Procedure for administrative dissolution.
    (a) After the Secretary of State determines that one or
more grounds exist under Section 35-25 for the administrative
dissolution of a limited liability company, the Secretary of
State shall send a notice of delinquency by regular mail to
each delinquent limited liability company at its registered
office or, if the limited liability company has failed to
maintain a registered office, then to the last known address
shown on the records of the Secretary of State for the
principal place of business of the limited liability company.
    (b) If the limited liability company does not correct the
default described in paragraphs (1) or (2) of Section 35-25
within 120 days following the date of the notice of
delinquency, the Secretary of State shall thereupon dissolve
the limited liability company by issuing a certificate of
dissolution that recites the grounds for dissolution and its
effective date. If the limited liability company does not
correct the default described in paragraphs (2.5), (3), (4), or
(5) of Section 35-25 within 60 days following the notice, the
Secretary of State shall dissolve the limited liability company
by issuing a certificate of dissolution that recites the
grounds for dissolution and its effective date. The Secretary
of State shall file the original of the certificate in his or
her office and mail one copy to the limited liability company
at its registered office or, if the limited liability company
has failed to maintain a registered office, then to the last
known address shown on the records of the Secretary of State
for the principal place of business of the limited liability
company.
    (c) Upon the administrative dissolution of a limited
liability company, a dissolved limited liability company shall
continue for only the purpose of winding up its business. A
dissolved limited liability company may take all action
authorized under Section 1-30 or otherwise necessary or
appropriate to wind up its business and affairs and terminate.
    (d) The Secretary of State shall, from information received
from the Illinois Commerce Commission, compile and keep a list
of all domestic limited liability companies that are regulated
pursuant to the provisions of the Public Utilities Act, or the
Collateral Recovery Act, or the Personal Property Storage Act,
or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and
which hold, as a prerequisite for doing business in this State,
any franchise, license, permit, or right to engage in any
business regulated by such Acts.
    (e) Each month the Secretary of State shall, by written
notice, advise the Chief Clerk of the Illinois Commerce
Commission of any domestic limited liability company on the
list maintained under subsection (d) that has been dissolved
within the month.
    (f) The Secretary of State and the Illinois Commerce
Commission may provide each other the information required
under this Section in an electronic format, including, without
limitation by means of such agreed access, those records of the
Secretary of State that will provide the Illinois Commerce
Commission the information it requires under the statutes it
administers. The provision of information under this Section
shall begin as soon as is practicable, but in no event later
than October 1, 2020.
(Source: P.A. 98-171, eff. 8-5-13; 98-776, eff. 1-1-15.)
 
    (805 ILCS 180/45-36)
    Sec. 45-36. Procedure for revocation of admission.
    (a) After the Secretary of State determines that one or
more grounds exist under Section 45-35 for the revocation of
admission of a foreign limited liability company, the Secretary
of State shall send a notice of delinquency by regular mail to
each delinquent limited liability company at its registered
office or, if the limited liability company has failed to
maintain a registered office, then to the last known address
shown on the records of the Secretary of State for the
principal place of business.
    (b) If the limited liability company does not correct the
default described in item (A) or (D) of paragraph (1) of
subsection (a) of Section 45-35 within 120 days following the
date of the notice of delinquency, the Secretary of State shall
revoke the admission of the limited liability company by
issuing a certificate of revocation that recites the grounds
for revocation and its effective date. If the limited liability
company does not correct the default described in item (B) or
(E) of paragraph (1) or paragraph (2), (2.5), (3), or (4) of
subsection (a) of Section 45-35 within 60 days following the
notice, the Secretary of State shall revoke the admission of
the limited liability company by issuing a certificate of
revocation that recites the grounds for revocation and its
effective date. The Secretary of State shall file the original
of the certificate in his or her office and mail one copy to
the limited liability company at its registered office or, if
the limited liability company has failed to maintain a
registered office, then to the last known address shown on the
records of the Secretary of State for the principal place of
business.
    (c) Upon the issuance of a certificate of revocation, the
admission of the limited liability company to transact business
in this State shall cease and the revoked company shall not
thereafter carry on any business in this State.
    (d) The Secretary of State shall, from information received
from the Illinois Commerce Commission, compile and keep a list
of all foreign limited liability companies that are regulated
pursuant to the provisions of the Public Utilities Act, or the
Collateral Recovery Act, or the Personal Property Storage Act,
or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and
which hold, as a prerequisite for doing business in this State,
any franchise, license, permit, or right to engage in any
business regulated by such Acts.
    (e) Each month the Secretary of State shall, by written
notice, advise the Chief Clerk of the Illinois Commerce
Commission of any foreign limited liability company on the list
maintained under subsection (d) whose admission to do business
in Illinois has been revoked within the month.
    (f) The Secretary of State and the Illinois Commerce
Commission may provide each other the information required
under this Section in an electronic format, including, without
limitation by means of such agreed access, those records of the
Secretary of State that will provide the Illinois Commerce
Commission the information it requires under the statutes it
administers. The provision of information under this Section
shall begin as soon as is practicable, but in no event later
than October 1, 2020.
(Source: P.A. 98-171, eff. 8-5-13.)
 
    Section 20. The Uniform Partnership Act (1997) is amended
by changing Section 1003 as follows:
 
    (805 ILCS 206/1003)
    Sec. 1003. Renewal statements.
    (a) A limited liability partnership, and a foreign limited
liability partnership authorized to transact business in this
State, shall file a renewal statement in the Office of the
Secretary of State which contains:
        (1) the name of the partnership;
        (2) the street address of the partnership's chief
    executive office;
        (3) the name and street address of the partnership's
    agent for service of process;
        (4) the number of partners in the limited liability
    partnership;
        (5) a brief statement of the business in which the
    partnership engages; and
        (6) if the partnership is a foreign limited liability
    partnership, a current certificate of status in good
    standing as a registered limited liability partnership
    under the laws of that state or jurisdiction.
    (b) Qualification as a limited liability partnership,
whether pursuant to an original statement or a renewal
statement, is renewed if, during the 60 day period preceding
the date the initial statement or renewal statement otherwise
would have expired, the partnership files with the Secretary of
State a renewal statement. A renewal statement expires one year
after the date an original statement would have expired if the
last renewal of the statement had not occurred. Proof of the
satisfaction of the Secretary of State that, prior to the
expiration date, the renewal statement together with all fees
prescribed by this Act was deposited in the United States mail
in a sealed envelope, properly addressed, with postage prepaid,
shall be deemed a compliance with this requirement. If the
Secretary of State finds that the report conforms to the
requirements of this Act, he or she shall file it. If the
Secretary of State finds that it does not conform, he or she
shall promptly return it to the limited liability partnership
for any necessary corrections, in which event expiration will
not occur if the statement is corrected to conform to the
requirements of this Act and returned to the Secretary of State
within 30 days of the date the report was returned for
corrections.
    (c) The Secretary of State shall renew the registration of
any limited liability partnership of any partnership that
timely submits a renewal statement with the required fee.
    (d) The Secretary of State shall, from information received
from the Illinois Commerce Commission, compile and keep a list
of all domestic and foreign limited liability partnerships that
are regulated pursuant to the provisions of the Public
Utilities Act, or the Collateral Recovery Act, or the Personal
Property Storage Act, or Chapter 18a, 18c, or 18d of the
Illinois Vehicle Code and which hold, as a prerequisite for
doing business in this State, any franchise, license, permit or
right to engage in any business regulated by such Acts.
    (e) Each month the Secretary of State shall, by written
notice, advise the Chief Clerk of the Illinois Commerce
Commission of any limited liability partnership on the list
maintained under subsection (d) whose status as a limited
liability partnership has expired within the month.
    (f) The Secretary of State and the Illinois Commerce
Commission may provide each other the information required
under this Section in an electronic format, including, without
limitation by means of such agreed access, those records of the
Secretary of State that will provide the Illinois Commerce
Commission the information it requires under the statutes it
administers. The provision of information under this Section
shall begin as soon as is practicable, but in no event later
than October 1, 2020.
(Source: P.A. 95-368, eff. 8-23-07.)
 
    Section 25. The Uniform Limited Partnership Act (2001) is
amended by changing Sections 809 and 906 as follows:
 
    (805 ILCS 215/809)
    Sec. 809. Administrative dissolution.
    (a) The Secretary of State may dissolve a limited
partnership administratively if the limited partnership does
not, within 60 days after the due date:
        (1) pay any fee, tax, or penalty due to the Secretary
    of State under this Act or other law;
        (2) file its annual report with the Secretary of State;
    or
        (3) appoint and maintain an agent for service of
    process in Illinois after a registered agent's notice of
    resignation under Section 116.
    (b) If the Secretary of State determines that a ground
exists for administratively dissolving a limited partnership,
the Secretary of State shall file a record of the determination
and send a copy of the filed record to the limited
partnership's agent for service of process in this State, or if
the limited partnership does not appoint and maintain a proper
agent, to the limited partnership's designated office.
    (c) If within 60 days after service of the copy of the
record of determination the limited partnership does not
correct each ground for dissolution or demonstrate to the
reasonable satisfaction of the Secretary of State that each
ground determined by the Secretary of State does not exist, the
Secretary of State shall administratively dissolve the limited
partnership by preparing, signing, and filing a declaration of
dissolution that states the grounds for dissolution. The
Secretary of State shall send a copy to the limited
partnership's agent for service of process in this State, or if
the limited partnership does not appoint and maintain a proper
agent, to the limited partnership's designated office.
    (d) A limited partnership administratively dissolved
continues its existence but may carry on only activities
necessary or appropriate to wind up its activities under
Sections 803 and 812 and to notify claimants under Sections 806
and 807.
    (e) The administrative dissolution of a limited
partnership does not terminate the authority of its agent for
service of process.
    (f) The Secretary of State shall, from information received
from the Illinois Commerce Commission, compile and keep a list
of all domestic limited partnerships that are regulated
pursuant to the provisions of the Public Utilities Act, or the
Collateral Recovery Act, or the Personal Property Storage Act,
or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and
which hold, as a prerequisite for doing business in this State,
any franchise, license, permit, or right to engage in any
business regulated by such Acts.
    (g) Each month the Secretary of State shall, by written
notice, advise the Chief Clerk of the Illinois Commerce
Commission of any domestic limited partnership on the list
maintained under subsection (f) that has been dissolved within
the month.
    (h) The Secretary of State and the Illinois Commerce
Commission may provide each other the information required
under this Section in an electronic format, including, without
limitation by means of such agreed access, those records of the
Secretary of State that will provide the Illinois Commerce
Commission the information it requires under the statutes it
administers. The provision of information under this Section
shall begin as soon as is practicable, but in no event later
than October 1, 2020.
(Source: P.A. 97-839, eff. 7-20-12; 98-776, eff. 1-1-15.)
 
    (805 ILCS 215/906)
    Sec. 906. Revocation of certificate of authority.
    (a) A certificate of authority of a foreign limited
partnership to transact business in this State may be revoked
by the Secretary of State in the manner provided in subsections
(b) and (c) if the foreign limited partnership does not:
        (1) pay, within 60 days after the due date, any fee,
    tax or penalty due to the Secretary of State under this Act
    or other law;
        (2) file, within 60 days after the due date, its annual
    report required under Section 210;
        (3) appoint and maintain an agent for service of
    process in Illinois within 60 days after a registered
    agent's notice of resignation under Section 116; or
        (4) renew its alternate assumed name or apply to change
    its alternate assumed name under this Act when the limited
    partnership may only transact business within this State
    under its alternate assumed name.
    (b) If the Secretary of State determines that a ground
exists for revoking the certificate of authority of a foreign
limited partnership, the Secretary of State shall file a record
of the determination and send a copy of the filed record to the
foreign limited partnership's agent for service of process in
this State, or if the foreign limited partnership does not
appoint and maintain a proper agent, to the foreign limited
partnership's designated office.
    (c) If within 60 days after service of the copy of the
record of determination the foreign limited partnership does
not correct each ground for revocation or demonstrate to the
reasonable satisfaction of the Secretary of State that each
ground determined by the Secretary of State does not exist, the
Secretary of State shall revoke the certificate of authority of
the foreign limited partnership by preparing, signing, and
filing a declaration of revocation that states the grounds for
the revocation. The Secretary of State shall send a copy of the
filed declaration to the foreign limited partnership's agent
for service of process in this State, or if the foreign limited
partnership does not appoint and maintain a proper agent, to
the foreign limited partnership's designated office.
    (d) The authority of a foreign limited partnership to
transact business in this State ceases on the date of
revocation.
    (e) The Secretary of State shall, from information received
from the Illinois Commerce Commission, compile and keep a list
of all foreign limited partnerships that are regulated pursuant
to the provisions of the Public Utilities Act, or the
Collateral Recovery Act, or the Personal Property Storage Act,
or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and
which hold, as a prerequisite for doing business in this State,
any franchise, license, permit, or right to engage in any
business regulated by such Acts.
    (f) Each month the Secretary of State shall, by written
notice, advise the Chief Clerk of the Illinois Commerce
Commission of any foreign limited partnership on the list
maintained under subsection (e) whose authority to do business
in Illinois has been revoked within the month.
    (g) The Secretary of State and the Illinois Commerce
Commission may provide each other the information required
under this Section in an electronic format, including, without
limitation by means of such agreed access, those records of the
Secretary of State that will provide the Illinois Commerce
Commission the information it requires under the statutes it
administers. The provision of information under this Section
shall begin as soon as is practicable, but in no event later
than October 1, 2020.
(Source: P.A. 97-839, eff. 7-20-12.)
INDEX
Statutes amended in order of appearance
    805 ILCS 5/15.85from Ch. 32, par. 15.85
    805 ILCS 105/115.85from Ch. 32, par. 115.85
    805 ILCS 180/35-30
    805 ILCS 180/45-36
    805 ILCS 206/1003
    805 ILCS 215/809
    805 ILCS 215/906

Effective Date: 1/1/2020