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| Public Act 101-0494 | ||||
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AN ACT concerning business.
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Be it enacted by the People of the State of Illinois,
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represented in the General Assembly:
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Section 5. The Business Corporation Act of 1983 is amended | ||||
by changing Section 15.85 as follows:
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(805 ILCS 5/15.85) (from Ch. 32, par. 15.85)
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Sec. 15.85. Effect of nonpayment of fees or taxes.
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(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
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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.
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(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.
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(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.
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(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.
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(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,
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license fee, penalty, or interest required under this Act, the
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Secretary shall, by
written notice, so advise the Secretary of | ||
the Illinois Commerce Commission.
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(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.)
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Section 10. The General Not For Profit Corporation Act of | ||
1986 is amended by changing Section 115.85 as follows:
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(805 ILCS 105/115.85) (from Ch. 32, par. 115.85)
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Sec. 115.85. Effect of nonpayment of fees or taxes. (a) The
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Secretary of State shall not file any articles, statements,
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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
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payment of any final assessment of tax, penalty or interest as | ||
required by
any tax Act administered by the Department.
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(b) The Secretary of State shall not file, with respect to
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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.
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(c) No corporation required to pay a penalty under this Act
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shall maintain any civil action until all such penalties
have | ||
been paid in full.
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(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.)
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Section 15. The Limited Liability Company Act is amended by | ||
changing Sections 35-30 and 45-36 as follows:
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(805 ILCS 180/35-30)
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Sec. 35-30. Procedure for administrative dissolution.
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(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.
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(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.
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(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.
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(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.)
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(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.
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(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:
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(805 ILCS 206/1003)
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Sec. 1003. Renewal statements.
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(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:
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(1) the name of the partnership;
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(2) the street address of the partnership's chief | ||
executive office;
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(3) the name and street address of the partnership's | ||
agent for service of
process;
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(4) the
number of partners in the limited liability | ||
partnership;
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(5) a brief statement of the business in which the | ||
partnership engages;
and
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(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.
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(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
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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.
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(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.
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(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.)
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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.
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(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)
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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.)
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