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| Public Act 102-0049 | ||||
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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 Sections 1.25 and 1.80 as follows:
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(805 ILCS 5/1.25) (from Ch. 32, par. 1.25)
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Sec. 1.25. List of corporations; exchange of information.
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(a) The Secretary of State shall
publish each year a list | ||||
of corporations filing an annual report for the
preceding year | ||||
in accordance with the provisions of this Act, which report
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shall state the name of the corporation and the respective | ||||
names and addresses
of the president, secretary, and | ||||
registered agent thereof and the address
of the registered | ||||
office in this State of each such corporation. The Secretary
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of State shall publish such report as open data. shall furnish | ||||
without charge a copy of such report to each
recorder of this | ||||
State, and to each member of the General Assembly
and to each | ||||
State agency or department requesting the same. The Secretary
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of State shall, upon receipt of a written request and a fee as | ||||
determined by
the
Secretary, furnish such report to anyone | ||||
else.
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(b) (1) The Secretary of State shall publish daily a list | ||||
of all newly
formed corporations, business and not for profit, | ||||
chartered by him on that
day issued after receipt of the | ||
application. The daily list shall contain
the same information | ||
as to each corporation as is provided for the corporation
list | ||
published under subsection (a) of this Section. The Secretary | ||
of State shall publish the daily list as open data. may be
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obtained at the Secretary's office by any person, newspaper, | ||
State department
or agency, or local government for a | ||
reasonable charge to be determined
by the Secretary. | ||
Inspection of the daily list may be made at the Secretary's
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office during normal business hours without charge by any | ||
person, newspaper,
State department or agency, or local | ||
government.
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(2) The Secretary shall compile the daily list mentioned | ||
in paragraph
(1) of subsection (b) of this Section monthly, or | ||
more often at the
Secretary's discretion.
The Secretary shall | ||
publish the compilation as open data. shall be immediately | ||
mailed free of charge to all local
governments requesting in | ||
writing receipt of such publication, or shall
be automatically | ||
mailed by the Secretary without charge to local governments
as | ||
determined by the Secretary. The Secretary shall mail a copy | ||
of the
compilations free of charge to all State departments or | ||
agencies making
a written request. A request for a compilation | ||
of the daily list once made
by a local government or State | ||
department or agency need not be renewed.
However, the | ||
Secretary may request from time to time whether the local
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governments
or State departments or agencies desire to | ||
continue receiving the compilation.
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(3) Public data sets made available pursuant to this | ||
Section are provided for informational purposes only. The | ||
Secretary of State does not warrant the completeness, | ||
accuracy, content, or fitness for any particular purpose or | ||
use of any public data set made available on the web portal, | ||
nor are such warranties to be implied or inferred with respect | ||
to the public data sets furnished under this Act. The | ||
compilations of the daily list mentioned in paragraph (2) of
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subsection (b)
of this Section shall be mailed to newspapers, | ||
or any other person not included
as a recipient in paragraph | ||
(2) of subsection (b) of this Section, upon
receipt of a | ||
written
application signed by the applicant and accompanied by | ||
the payment of a
fee as determined by the Secretary. | ||
(4) The State is not liable for any deficiencies in the | ||
completeness, accuracy, content, or fitness for any particular | ||
purpose or use of any public data set or any third-party | ||
application utilizing such data set, unless such deficiencies | ||
are the result of willful or wanton action of the Secretary of | ||
State or its employees or agents.
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(c) If a domestic or foreign corporation has filed with | ||
the
Secretary of State an annual report for the preceding year | ||
or has
been newly formed or is otherwise and in any manner | ||
registered
with the Secretary of State, the Secretary of State | ||
shall exchange
with the Department of Healthcare and Family | ||
Services
any information concerning that corporation that may | ||
be
necessary for the enforcement of child support orders | ||
entered
pursuant to the Illinois Public Aid Code, the Illinois | ||
Marriage and
Dissolution of Marriage Act, the Non-Support of | ||
Spouse and
Children Act, the Non-Support Punishment Act, the | ||
Revised Uniform Reciprocal Enforcement of Support Act, the
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Uniform Interstate Family Support Act, the
Illinois Parentage | ||
Act of 1984, or the Illinois Parentage Act of 2015.
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Notwithstanding any provisions in this Act to the | ||
contrary,
the Secretary of State shall not be liable
to any | ||
person for any disclosure of information to the Department of | ||
Healthcare and Family Services (formerly Illinois
Department | ||
of Public Aid) under this subsection or for
any other
action | ||
taken in good faith to comply with the requirements of this
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subsection.
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(Source: P.A. 99-85, eff. 1-1-16.)
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(805 ILCS 5/1.80) (from Ch. 32, par. 1.80)
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Sec. 1.80. Definitions. As used in this Act, unless the | ||
context
otherwise requires, the words and phrases defined in | ||
this Section shall
have the meanings set forth herein.
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(a) "Corporation" or "domestic corporation" means a | ||
corporation
subject to the provisions of this Act, except a | ||
foreign corporation.
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(b) "Foreign corporation" means a corporation for profit | ||
organized under
laws other than the laws of this State, but | ||
shall not include a banking
corporation organized under the | ||
laws of another state or of the United States,
a foreign
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banking corporation organized under the laws of a country | ||
other than the
United States and holding a certificate of | ||
authority from the Commissioner
of Banks and Real Estate | ||
issued pursuant to the Foreign
Banking Office Act, or a | ||
banking corporation holding a license from the
Commissioner of | ||
Banks and Real Estate issued pursuant to the Foreign Bank
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Representative Office Act.
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(c) "Articles of incorporation" means the original | ||
articles of
incorporation, including the articles of | ||
incorporation of a new corporation
set forth in the articles | ||
of consolidation, and all amendments thereto,
whether | ||
evidenced by articles of amendment, articles of merger, | ||
articles
of exchange, statement of correction affecting | ||
articles, resolution
establishing series of shares or a | ||
statement of cancellation under Section
9.05. Restated | ||
articles of incorporation shall supersede the original
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articles of incorporation and all amendments thereto prior to | ||
the effective
date of filing the articles of amendment | ||
incorporating the restated
articles of incorporation.
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(d) "Subscriber" means one who subscribes for shares in a
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corporation, whether before or after incorporation.
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(e) "Incorporator" means one of the signers of
the | ||
original articles of incorporation.
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(f) "Shares" means the units into which the proprietary | ||
interests in
a corporation are divided.
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(g) "Shareholder" means one who is a holder of record of | ||
shares in a
corporation.
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(h) "Certificate" representing shares means a written | ||
instrument executed
by the proper corporate officers, as | ||
required by Section 6.35 of this Act,
evidencing the fact that | ||
the person therein named is the holder of record
of the share | ||
or shares therein described. If the corporation is authorized
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to issue uncertificated shares in accordance with Section 6.35 | ||
of this Act,
any reference in this Act to shares represented by | ||
a certificate shall also
refer to uncertificated shares and | ||
any reference to a certificate representing
shares shall also | ||
refer to the written notice in lieu of a certificate provided
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for in Section 6.35.
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(i) "Authorized shares" means the aggregate number of | ||
shares
of all classes which the corporation is authorized to | ||
issue.
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(j) "Paid-in capital" means the sum of the cash and other | ||
consideration
received, less expenses, including commissions, | ||
paid or incurred by the
corporation, in connection with the | ||
issuance of shares, plus any cash and
other consideration | ||
contributed to the corporation by or on behalf of its
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shareholders, plus amounts added or transferred to paid-in | ||
capital by
action of the board of directors or shareholders | ||
pursuant to a share
dividend, share split, or otherwise, minus | ||
reductions as provided elsewhere
in this Act. Irrespective of | ||
the manner of
designation thereof by the laws under which a | ||
foreign corporation is or may be
organized, paid-in capital of | ||
a foreign corporation shall be determined on the
same basis | ||
and in the same manner as paid-in capital of a domestic | ||
corporation,
for the purpose of computing license fees, | ||
franchise taxes and other charges
imposed by this Act.
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(k) "Net assets", for the purpose of determining the right | ||
of a corporation
to purchase its own shares and of determining | ||
the right of a corporation
to declare and pay dividends and | ||
make other distributions to shareholders
is equal to the | ||
difference between the assets of the corporation and the
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liabilities of the corporation.
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(l) "Registered office" means that office maintained by | ||
the corporation
in this State, the address of which is on file | ||
in the office of
the Secretary of State, at which any process, | ||
notice or demand required
or permitted by law may be served | ||
upon the registered agent of the corporation.
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(m) "Insolvent" means that a corporation is unable to pay | ||
its debts
as they become due in the usual course of its | ||
business.
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(n) "Anniversary" means that day each year exactly one or | ||
more years after:
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(1) the date of filing the articles of
incorporation | ||
prescribed by Section
2.10 of this Act, in the case of a | ||
domestic corporation;
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(2) the date of filing the application for
authority | ||
prescribed by Section 13.15
of this Act, in the case of a | ||
foreign corporation; or
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(3) the date of filing the articles of
consolidation | ||
prescribed by Section
11.25 of this Act in the case of a | ||
consolidation, unless the plan of
consolidation provides | ||
for a delayed effective date, pursuant to Section 11.40.
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(o) "Anniversary month" means the month in which the | ||
anniversary of the
corporation occurs.
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(p) "Extended filing month" means the month (if any) which | ||
shall have
been established in lieu of the corporation's | ||
anniversary month in
accordance with Section 14.01.
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(q) "Taxable year" means that 12 month period commencing | ||
with the first
day of the anniversary month of a corporation | ||
through the last day of the
month immediately preceding the | ||
next occurrence of the anniversary
month of the corporation, | ||
except that in the case of a
corporation that has established | ||
an extended filing month "taxable year"
means that 12 month | ||
period commencing with the first day of the extended
filing | ||
month through the last day of the month immediately preceding
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the next occurrence of the
extended filing month.
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(r) "Fiscal year" means the 12 month period with respect | ||
to which a
corporation ordinarily files its federal income tax | ||
return.
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(s) "Close corporation" means a corporation organized | ||
under or electing
to be subject to Article 2A of this Act, the | ||
articles of incorporation of
which contain the provisions | ||
required by Section 2.10, and either the
corporation's | ||
articles of incorporation or an agreement entered into by all
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of its shareholders provide that all of the issued shares of | ||
each class
shall be subject to one or more of the restrictions | ||
on transfer set forth
in Section 6.55 of this Act.
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(t) "Common shares" means shares which have no preference | ||
over any other
shares with respect to distribution of assets | ||
on liquidation or with respect
to payment of dividends.
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(u) "Delivered", for the purpose of determining if any | ||
notice required
by this Act is effective, means:
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(1) transferred or presented to someone in person; or
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(2) deposited in the United States Mail addressed to | ||
the person at his,
her or its address as it appears on the | ||
records of the corporation, with
sufficient first-class | ||
postage prepaid thereon.
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(v) "Property" means gross assets including, without | ||
limitation, all
real, personal, tangible, and intangible | ||
property.
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(w) "Taxable period" means that 12-month period commencing | ||
with the
first day of the second month preceding the | ||
corporation's anniversary month
in the preceding year and | ||
prior to the first day of the second month
immediately | ||
preceding its anniversary month in the current year, except
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that, in the case of a corporation that has established an | ||
extended filing
month, "taxable period" means that 12-month | ||
period ending with the last day
of its fiscal year immediately | ||
preceding the extended filing month.
In the case of a newly | ||
formed domestic corporation or a newly registered
foreign | ||
corporation that had not commenced transacting business in | ||
this State
prior to obtaining authority, "taxable period" | ||
means that
period commencing with the filing of the articles | ||
of incorporation or, in
the case of a foreign corporation, of | ||
filing of the application for authority, and prior
to the | ||
first day of the second month immediately preceding its | ||
anniversary
month
in the next succeeding year.
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(x) "Treasury shares" mean (1) shares of a corporation | ||
that have been
issued, have been subsequently acquired by and | ||
belong to the corporation, and
have not been cancelled or | ||
restored to the status of authorized but unissued
shares and | ||
(2) shares (i) declared and paid as a share dividend on the | ||
shares
referred to in clause (1) or this clause (2), or (ii) | ||
issued in a share split
of the shares referred to in clause (1) | ||
or this clause (2). Treasury shares
shall be deemed to be | ||
"issued" shares but not "outstanding" shares. Treasury
shares | ||
may not be voted, directly or indirectly, at any meeting or | ||
otherwise.
Shares converted into or exchanged for other shares | ||
of the corporation shall
not be deemed to be treasury shares.
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(y) "Gross amount of business" means gross receipts, from | ||
whatever source derived.
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(z) "Open data" means data that is expressed in a | ||
machine-readable form and that is made freely available to the | ||
public under an open license, without registration | ||
requirement, and without any other restrictions that would | ||
impede its use or reuse. | ||
(Source: P.A. 95-368, eff. 8-23-07.)
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Section 10. The General Not For Profit Corporation Act of | ||
1986 is amended by changing Section 101.25 and by adding | ||
Section 115.90 as follows:
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(805 ILCS 105/101.25) (from Ch. 32, par. 101.25)
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Sec. 101.25. Lists of corporations; exchange of | ||
information.
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(a) The Secretary of
State shall include in his or her | ||
daily publication lists of
business corporations formed on | ||
that day as provided in
paragraph (1) of subsection (b) of | ||
Section 1.25 of the
Business Corporation Act of 1983 all | ||
not-for-profit
corporations formed on the day of publication | ||
of such lists and shall publish such information as open data | ||
pursuant to that subsection.
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(b) The Secretary of State shall include among information | ||
to be exchanged
with the Department of Healthcare and Family | ||
Services, as provided in subsection (c) of
Section 1.25 of the | ||
Business Corporation Act of 1983, information regarding all
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not-for-profit corporations formed pursuant to this Act. | ||
(c) Public data sets made available pursuant to this | ||
Section are provided for informational purposes only. The | ||
Secretary of State does not warrant the completeness, | ||
accuracy, content, or fitness for any particular purpose or | ||
use of any public data set made available on the web portal, | ||
nor are such warranties to be implied or inferred with respect | ||
to the public data sets furnished under this Act. | ||
(d) The State is not liable for any deficiencies in the | ||
completeness, accuracy, content, or fitness for any particular | ||
purpose or use of any public data set or any third-party | ||
application utilizing such data set, unless such deficiencies | ||
are the result of willful or wanton action of the Secretary of | ||
State or its employees or agents.
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(Source: P.A. 95-331, eff. 8-21-07.)
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(805 ILCS 105/115.90 new) | ||
Sec. 115.90. No fees for publishing lists of | ||
not-for-profit corporations. Nothing in this Article shall be | ||
construed to permit the Secretary of State to charge fees for | ||
lists of not-for-profit corporations published as open data | ||
under Section 1.25 of the Business Corporation Act of 1983. | ||
Section 15. The Limited Liability Company Act is amended | ||
by changing Sections 50-5 and 50-10 as follows:
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(805 ILCS 180/50-5)
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Sec. 50-5. List of limited liability companies; exchange | ||
of information.
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(a) The Secretary of State shall may publish a list or | ||
lists
of limited liability companies and foreign limited | ||
liability
companies as open data, as often, in the format, and | ||
for the fees as the
Secretary of State may in his or her | ||
discretion provide by rule, but no less often than once per | ||
month. "Open data" means data that is expressed in a | ||
machine-readable form and that is made freely available to the | ||
public under an open license, without registration | ||
requirement, and without any other restrictions that would | ||
impede its use or reuse.
The Secretary of State may | ||
disseminate information concerning limited
liability companies | ||
and foreign limited liability companies
by computer network in | ||
the format and for the fees as may be
determined by rule.
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(b) Upon written request, any list published under | ||
subsection (a) shall be provided
free to each member of the | ||
General Assembly, to each State
agency or department, and to | ||
each recorder in this State.
An appropriate fee established by | ||
rule to cover the cost of producing the list
shall be charged | ||
to all others.
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(c) If a domestic or foreign limited liability company has
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filed with the Secretary of State an annual report for the | ||
preceding
year or has been newly formed or is otherwise and in | ||
any manner
registered with the Secretary of State, the | ||
Secretary of State shall
exchange with the Department of | ||
Healthcare and Family Services
any information concerning that | ||
limited liability
company that may be necessary for the | ||
enforcement of child
support orders entered pursuant to the | ||
Illinois Public Aid Code, the
Illinois Marriage and | ||
Dissolution of Marriage Act, the Non-Support of Spouse
and | ||
Children Act, the Non-Support Punishment Act, the Revised | ||
Uniform Reciprocal Enforcement
of Support Act, the Uniform | ||
Interstate Family
Support Act, the Illinois Parentage Act of | ||
1984, or the Illinois Parentage Act of 2015.
| ||
Notwithstanding any provisions in this Act to the | ||
contrary,
the Secretary of State shall not be liable
to any | ||
person for any disclosure of information to the Department of | ||
Healthcare and Family Services (formerly Illinois
Department | ||
of Public Aid) under this subsection or for any other
action | ||
taken in good faith to comply with the requirements of this
| ||
subsection. | ||
(d) Public data sets made available pursuant to this | ||
Section are provided for information purposes only. The | ||
Secretary of State does not warrant the completeness, | ||
accuracy, content, or fitness for any particular purpose or | ||
use of any public data set made available on the web portal, | ||
nor are such warranties to be implied or inferred with respect | ||
to the public data sets furnished under this Act. | ||
(e) The State is not liable for any deficiencies in the | ||
completeness, accuracy, content, or fitness for any particular | ||
purpose or use of any public data set or any third-party | ||
application utilizing such data set, unless such deficiencies | ||
are the result of willful or wanton action of the Secretary of | ||
State or its employees or agents.
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(Source: P.A. 99-85, eff. 1-1-16.)
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(805 ILCS 180/50-10)
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Sec. 50-10. Fees.
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(a) The Secretary of State shall charge and collect in
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accordance with the provisions of this Act and rules
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promulgated under its authority all of the following:
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(1) Fees for filing documents.
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(2) Miscellaneous charges.
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(3) Fees for the sale of lists of filings and for | ||
copies
of any documents.
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(b) The Secretary of State shall charge and collect for
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all of the following:
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(1) Filing articles of organization (domestic), | ||
application for
admission (foreign), and restated articles | ||
of
organization (domestic), $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 $400.
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(2) Filing amendments (domestic or foreign), $50.
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(3) Filing a statement of termination or
application
| ||
for withdrawal, $5.
| ||
(4) Filing an application to reserve a name, $25.
| ||
(5) Filing a notice of cancellation of a reserved | ||
name, $5.
| ||
(6) Filing a notice of a transfer of a reserved
name, | ||
$25.
| ||
(7) Registration of a name, $50.
| ||
(8) Renewal of registration of a name, $50.
| ||
(9) Filing an application for use of an assumed
name | ||
under Section 1-20 of this Act, $150 for each
year or part | ||
thereof ending in 0 or 5, $120 for each year or
part | ||
thereof ending in 1 or 6, $90 for each year or part thereof | ||
ending in 2 or
7, $60 for each year or part thereof ending | ||
in 3 or 8, $30 for each year or
part thereof ending in 4 or | ||
9, and a renewal for each assumed name, $150.
| ||
(9.5) Filing an application for change of an assumed | ||
name, $25. | ||
(10) Filing an application for cancellation of an | ||
assumed
name, $5.
| ||
(11) Filing an annual report of a limited liability
| ||
company or foreign limited liability company, $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 $75 plus $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, $200.
| ||
(13) Filing articles of merger, $100 plus $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, $25.
| ||
(16) Filing a petition for refund, $5.
| ||
(17) Filing a certificate of designation of a limited | ||
liability company with a series pursuant to Section 37-40 | ||
of this Act, $50. | ||
(18) (Blank). | ||
(19) Filing, amending, or cancelling a statement of | ||
authority, $50. | ||
(20) Filing, amending, or cancelling a statement of | ||
denial, $10. | ||
(21) Filing any other document, $5. | ||
(22) 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, $25.
| ||
(c) (Blank). 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, $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.)
| ||
Section 99. Effective date. This Act takes effect January | ||
1, 2022.
| ||