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| Public Act 094-0605 |
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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 9.05, 9.20, 12.45, and 13.60, as follows:
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(805 ILCS 5/9.05) (from Ch. 32, par. 9.05)
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Sec. 9.05. Power of corporation to acquire its own shares.
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(a) A corporation may acquire its own shares, subject to | ||||
limitations set
forth in Section 9.10 of this Act.
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(b) If a corporation acquires its own shares after the | ||||
effective date of
this amendatory Act of 1993, the shares | ||||
constitute treasury shares
until cancelled as provided by | ||||
subsection (d) of this Section.
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(c) A corporation shall file a report under Section 14.25 | ||||
of this
Act in the case of its acquisition of its own shares | ||||
that occurs
either prior to January 1, 1991 or on or prior to | ||||
the last day of the third
month immediately preceding the | ||||
corporation's anniversary month in 1991. A
corporation shall | ||||
file a report under Section 14.30 of this Act in the case
of | ||||
its acquisition and cancellation of its own shares that occurs | ||||
after
both December 31, 1990 and the last day of such third | ||||
month. However, if the articles of incorporation provide that
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the
number of authorized shares is reduced by an acquisition | ||||
and cancellation
of shares, then the corporation shall, within | ||||
60 days after the date of
acquisition, execute and file in | ||||
duplicate in accordance with Section 1.10 of
this Act, a | ||||
statement of cancellation which sets forth:
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(1) The name of the corporation.
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(2) The aggregate number of shares which the | ||||
corporation has authority
to issue, itemized by classes and | ||||
series, if any, within a class before
giving effect to the | ||||
cancellation.
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(3) The aggregate number of issued shares, itemized by | ||
classes and series,
if any, within a class before giving | ||
effect to the cancellation.
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(4) The number of shares cancelled, itemized by classes | ||
and series, if
any, within a class.
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(5) The aggregate number of shares which the | ||
corporation has the authority
to issue, itemized by classes | ||
and series, if any, within a class after giving
effect to | ||
the cancellation.
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(6) The aggregate number of issued shares, itemized by | ||
classes and series,
if any, within a class, after giving | ||
effect to the cancellation.
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(7) A statement, expressed in dollars, of the amount of | ||
the paid-in
capital of the corporation before giving effect | ||
to the cancellation.
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(8) A statement, expressed in dollars, of the amount of | ||
the paid-in
capital of the corporation after giving effect | ||
to the cancellation.
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Upon the filing of the statement of cancellation by the
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Secretary of State, the paid-in
capital of the corporation | ||
shall be deemed to be reduced by that part of
the paid-in | ||
capital which was, at the time of the cancellation,
represented | ||
by the shares so cancelled, to the extent of the cost from the | ||
paid-in capital of the reacquired and cancelled shares or a | ||
lesser amount as may be elected by the corporation, and the | ||
statement of cancellation
shall operate as an amendment to the | ||
articles of incorporation so as to
reduce the number of | ||
authorized shares by the number of shares so cancelled.
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(d) A corporation, by resolution of the board of directors, | ||
may cancel any
of its treasury shares. When cancelled, the | ||
shares shall constitute authorized
but unissued shares unless | ||
the articles of incorporation provide that the
shares shall not | ||
be reissued, in which case the number of authorized shares
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shall be reduced by the number of shares cancelled.
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(e) Until the report required by subsection (c) of this | ||
Section, or
the report required by Section 14.25 or Section | ||
14.30 of this Act
reporting a reduction in paid-in capital, | ||
shall have been filed in
the office of the Secretary of State, | ||
the basis of the annual franchise tax
payable by the | ||
corporation shall not be reduced, provided, however, in no
| ||
event shall the annual franchise tax for any taxable year be | ||
reduced if
such report is not filed prior to the first day of | ||
the anniversary month
or, in the case of a corporation which | ||
has established an extended
filing month, the extended filing | ||
month of that taxable year and before
payment of its annual | ||
franchise tax.
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(Source: P.A. 88-151.)
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(805 ILCS 5/9.20)
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Sec. 9.20. Reduction of paid-in capital.
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(a) A corporation may reduce its paid-in capital:
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(1) by resolution of its board of directors by charging | ||
against its
paid-in capital (i) the paid-in capital | ||
represented by shares acquired and
cancelled by the | ||
corporation as permitted by law, to the extent of the cost
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from
the paid-in capital of the reacquired and cancelled | ||
shares or a lesser amount
as may be elected by the | ||
corporation, (ii) dividends paid on preferred shares,
or | ||
(iii) distributions as liquidating dividends;
or
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(2) pursuant to an approved reorganization in | ||
bankruptcy that specifically
directs the reduction to be | ||
effected.
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(b) Notwithstanding anything to the contrary contained in | ||
this Act, at no
time shall the paid-in capital be reduced to an | ||
amount less than the aggregate
par value of all issued shares | ||
having a par value.
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(c) Until the report under Section 14.30 has been filed in | ||
the Office of the
Secretary of State showing a reduction in | ||
paid-in capital, the basis of the
annual franchise tax payable | ||
by the corporation shall not be reduced; provided,
however, | ||
that in no event shall the annual franchise tax for any taxable | ||
year
be reduced if the report is not filed prior to the first | ||
day of the anniversary
month or, in the case of a corporation | ||
that has established an extended filing
month, the extended | ||
filing month of the corporation of that taxable year and
before | ||
payment of its annual franchise tax.
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(d) A corporation that reduced its paid-in capital after | ||
December 31,
1986 by one or more of the methods described in | ||
subsection (a)
may
report the reduction pursuant to Section | ||
14.30, subject to the restrictions of
subsections (b) and (c) | ||
of this Section.
A reduction in paid-in capital reported | ||
pursuant to this subsection shall have
no effect for any | ||
purpose under this Act with respect to a taxable year ending
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before the report is filed.
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(e) Nothing in this Section shall be construed to forbid | ||
any reduction in
paid-in capital to be effected under Section | ||
9.05 of this Act.
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(f) In the case of a vertical merger, the paid-in capital | ||
of a subsidiary
may be eliminated if either (1) it was created, | ||
totally funded, and
or wholly owned
by the parent or (2) the | ||
amount of the parent's investment in the subsidiary
was equal | ||
to or exceeded the subsidiary's paid-in capital.
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(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
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Sec. 12.45. Reinstatement following administrative | ||
dissolution.
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(a) A domestic corporation administratively dissolved | ||
under Section 12.40
may
be reinstated by the Secretary of State | ||
within five years following the
date of issuance of the | ||
certificate of dissolution upon:
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(1) The filing of an application for reinstatement.
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(2) The filing with the Secretary of State by the | ||
corporation of all
reports then due and theretofore | ||
becoming due.
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(3) The payment to the Secretary of State by the | ||
corporation of all fees,
franchise taxes, and penalties | ||
then due and theretofore becoming due.
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(b) The application for reinstatement shall be executed and | ||
filed in
duplicate in accordance with Section 1.10 of this Act | ||
and shall set forth:
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(1) The name of the corporation at the time of the | ||
issuance of the
certificate of dissolution.
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(2) If such name is not available for use as determined | ||
by the Secretary
of State at the time of filing the | ||
application for reinstatement, the name
of the corporation | ||
as changed, provided however, and any change of name
is | ||
properly effected pursuant to Section 10.05 and Section | ||
10.30 of this Act.
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(3) The date of the issuance of the certificate of | ||
dissolution.
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(4) The address, including street and number, or rural | ||
route number
of the registered office of the corporation | ||
upon reinstatement thereof, and
the name of its registered | ||
agent at such address upon the reinstatement of
the | ||
corporation, provided however, that any change from either | ||
the
registered office or the registered agent at the time | ||
of dissolution is
properly reported pursuant to Section | ||
5.10 of this Act.
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(c) When a dissolved corporation has complied with the | ||
provisions of this
Sec the Secretary of State shall file the | ||
application for reinstatement.
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(d) Upon the filing of the application for reinstatement, | ||
the corporate
existence shall be deemed to have continued | ||
without interruption from the
date of the issuance of the | ||
certificate of dissolution, and the corporation
shall stand | ||
revived with such powers, duties and obligations as if it had
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not been dissolved; and all acts and proceedings of its | ||
officers, directors
and shareholders, acting or purporting to | ||
act as such, which would have
been legal and valid but for such | ||
dissolution, shall stand ratified and
confirmed.
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(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 5/13.60) (from Ch. 32, par. 13.60)
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Sec. 13.60. Reinstatement following revocation.
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(a) A foreign corporation
revoked under Section 13.55 may | ||
be reinstated by the Secretary of State
within five years
| ||
following the date of issuance of the certificate of
revocation | ||
upon:
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(1) The filing of an application for reinstatement.
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(2) The filing with the Secretary of State by the | ||
corporation of all
reports
then due and theretofore | ||
becoming due.
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(3) The payment to the Secretary of State by the | ||
corporation of all fees,
franchise taxes, and penalties | ||
then due and theretofore becoming due.
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(b) The application for reinstatement shall be executed and | ||
filed in
duplicate
in accordance with Section 1.10 of this Act | ||
and shall set forth:
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(1) The name of the corporation at the time of the | ||
issuance of the
certificate of revocation.
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(2) If such name is not available for use as determined | ||
by the Secretary
of State at the time of filing the | ||
application for reinstatement, the name
of the corporation | ||
as changed; provided, however, that any change of name
is | ||
properly effected pursuant to Section 13.30 and Section | ||
13.40 of this Act.
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(3) The date of the issuance of the certificate of | ||
revocation.
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(4) The address, including street and number, or rural | ||
route number,
of the registered
office of the corporation | ||
upon reinstatement thereof, and the name of its
registered | ||
agent at such address upon the reinstatement of the | ||
corporation;
provided, however, that any change from | ||
either the registered office or the
registered agent at the | ||
time of revocation is properly reported pursuant
to Section | ||
5.10 of this act.
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(c) When a revoked corporation has complied with the | ||
provisions of this
Section, the Secretary of State shall file | ||
the application for reinstatement.
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(d) Upon the filing of the application for reinstatement, | ||
the authority
of the corporation to transact business in this | ||
State shall be deemed to
have continued without interruption | ||
from the date of the issuance of the
certificate of revocation, | ||
and the corporation shall stand revived as if
its certificate | ||
of authority had not been revoked; and all acts and proceedings
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of its officers, directors and shareholders, acting or | ||
purporting to act
as such, which would have been legal and | ||
valid but for such revocation,
shall stand ratified and | ||
confirmed.
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(Source: P.A. 92-33, eff. 7-1-01.)
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Section 10. The General Not For Profit Corporation Act of | ||
1986 is amended by changing Sections 105.10, 112.45, 113.60, | ||
114.05, and 115.10 as follows:
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(805 ILCS 105/105.10) (from Ch. 32, par. 105.10)
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Sec. 105.10. Change of registered office or registered | ||
agent.
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(a) A domestic corporation or a foreign corporation
may | ||
from time to time change the address of its registered
office. | ||
A domestic corporation or a foreign corporation
shall change | ||
its registered agent if the office of
registered agent shall | ||
become vacant for any reason, or if
its registered agent | ||
becomes disqualified or incapacitated
to act, or if the | ||
corporation revokes the appointment of its
registered agent.
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(b) A domestic corporation or a foreign corporation may
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change the address of its registered office or change its
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registered agent, or both,
by so indicating on the statement of | ||
change on the annual report of that
corporation filed pursuant | ||
to Section 114.10 of this Act or
by executing and
filing in | ||
duplicate, in accordance with Section 101.10 of this Act, a
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statement setting forth:
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(1) the name of the corporation;
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(2) the address, including street and number, or rural | ||
route number,
of its then registered office;
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(3) if the address of its registered office be
changed, | ||
the address, including street and number, or rural route | ||
number,
to which the registered office is to be changed;
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(4) the name of its then registered agent;
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(5) if its registered agent be changed, the name of
its | ||
successor registered agent;
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(6) that the address of its registered office and the
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address of the business office of its registered agent, as
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changed, will be identical;
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(7) that such change was authorized by resolution duly
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adopted by the board of directors.
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(c) (Blank).
A legible copy of the statement of change as | ||
on the annual report
returned by the Secretary of State shall | ||
be filed for record within the time
prescribed by this Act in | ||
the office of the Recorder of the county in which the
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registered office of the corporation in this State was situated | ||
before the
filing of the statement in the Office of the | ||
Secretary of State.
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(d) If the registered office is changed from one county to | ||
another
county, then the corporation shall also file for record | ||
within the time
prescribed by this Act in the office of the | ||
Recorder of the county to which
such registered office is | ||
changed:
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(1) In the case of a domestic corporation:
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(i) A copy of its articles of incorporation | ||
certified by the Secretary
of
State.
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(ii) A copy of the statement of change of address | ||
of its registered
office, certified by the Secretary of | ||
State.
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(2) In the case of a foreign corporation:
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(i) A copy of its application for authority to
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transact business in this
State, certified
by the | ||
Secretary of State.
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(ii) A copy of all amendments to such certificate | ||
of authority, if any,
likewise certified by the | ||
Secretary of State.
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(iii) A copy of the statement of change of address | ||
of its registered
office certified by the Secretary of | ||
State.
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(e) The change of address of the registered office, or
the
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change of registered agent, or both, as the case may be,
shall | ||
become effective upon the filing of such statement by
the | ||
Secretary of State.
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(Source: P.A. 91-357, eff. 7-29-99; 92-33, eff. 7-1-01.)
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(805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
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Sec. 112.45. Reinstatement following administrative
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dissolution.
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(a) A domestic corporation administratively
dissolved | ||
under Section 112.40 of this Act may be reinstated
by the | ||
Secretary of State within five years following the
date of | ||
issuance of the certificate of dissolution upon:
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(1) The filing of an application for reinstatement;
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(2) The filing with the Secretary of State by the
| ||
corporation of all reports then due and theretofore | ||
becoming
due;
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(3) The payment to the Secretary of State by the
| ||
corporation of all fees and penalties then due and
| ||
theretofore becoming due.
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(b) The application for reinstatement shall be executed and
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filed in duplicate in accordance with Section 101.10 of this
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Act and shall set forth:
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(1) The name of the corporation at the time of the
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issuance of the certificate of dissolution;
| ||
(2) If such name is not available for use as
determined | ||
by the Secretary of State at the time of filing
the | ||
application for reinstatement, the name of the
corporation | ||
as changed; provided, however, that any change
of name is | ||
properly effected pursuant to Section 110.05 and
Section | ||
110.30 of this Act;
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(3) The date of the issuance of the certificate of
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dissolution;
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(4) The address, including street and number, or rural | ||
route number, of
the registered office of the corporation | ||
upon reinstatement thereof, and
the name of its registered | ||
agent at such address upon the reinstatement of
the | ||
corporation, provided however, that any change from either | ||
the
registered office or the registered agent at the time | ||
of dissolution is
properly reported pursuant to Section | ||
105.10 of this Act.
| ||
(c) When a dissolved corporation has complied with the
| ||
provisions of this Section, the Secretary of State shall
file | ||
the application for reinstatement.
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(d) Upon the filing of the application for reinstatement,
| ||
the corporate existence shall be deemed to have continued
| ||
without interruption from the date of the issuance of the
| ||
certificate of dissolution, and the corporation shall stand
| ||
revived with such powers, duties and obligations as if it
had | ||
not been dissolved; and all acts and proceedings of its
| ||
officers, directors and members, acting or purporting to act
as | ||
such, which would have been legal and valid but for such
| ||
dissolution, shall stand ratified and confirmed.
| ||
(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 105/113.60) (from Ch. 32, par. 113.60)
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Sec. 113.60. Reinstatement following revocation.
| ||
(a) A
foreign corporation revoked under Section 113.55 of | ||
this Act
may be reinstated by the Secretary of State within | ||
five
years following the date of issuance of the certificate of
| ||
revocation upon:
| ||
(1) The filing of an application for reinstatement;
| ||
(2) The filing with the Secretary of State by the
| ||
corporation of all reports then due and theretofore | ||
becoming
due; and
| ||
(3) The payment to the Secretary of State by the
| ||
corporation of all fees and penalties then due and
| ||
theretofore becoming due.
| ||
(b) The application for reinstatement shall be executed and
| ||
filed in duplicate in accordance with Section 101.10 of this
| ||
Act and shall set forth:
| ||
(1) The name of the corporation at the time of the
| ||
issuance of the certificate of revocation;
| ||
(2) If such name is not available for use as
determined | ||
by the Secretary of State at the time of filing
the | ||
application for reinstatement, the name of the
corporation | ||
as changed, or the assumed corporate name which
the | ||
corporation elects to adopt for use in this State in
| ||
accordance with Section 104.05; provided, however, that | ||
any
change of name is properly effected pursuant to | ||
Sections
113.30 and Section 113.40 of this Act, and any | ||
adoption of
assumed corporate name is properly effected | ||
pursuant to
Section 104.15 of this Act;
| ||
(3) The date of the issuance of the certificate of
| ||
revocation; and
| ||
(4) The address, including street and number, or rural | ||
route number,
of the registered office of the corporation | ||
upon
reinstatement thereof, and the name of its registered | ||
agent
at such address upon the reinstatement of the | ||
corporation;
provided, however, that any change from | ||
either the
registered office or the registered agent at the | ||
time of
revocation is properly reported pursuant to Section | ||
105.10
of this Act.
| ||
(c) When a revoked corporation has complied with the
| ||
provisions of this Section, the Secretary of State shall
file | ||
the application for reinstatement.
| ||
(d) Upon the filing of the application for reinstatement,
| ||
the authority of the corporation to conduct affairs in this
| ||
State shall be deemed to have continued without interruption
| ||
from the date of the issuance of the certificate of
revocation, | ||
and the corporation shall stand revived as if
its authority had | ||
not been revoked; and all
acts and proceedings of its officers, | ||
directors and members,
acting or purporting to act as such, | ||
which would have been
legal and valid but for such revocation, | ||
shall stand
ratified and confirmed.
| ||
(Source: P.A. 92-33, eff. 7-1-01.)
| ||
(805 ILCS 105/114.05) (from Ch. 32, par. 114.05)
| ||
Sec. 114.05. Annual report of domestic or foreign
| ||
corporation. Each domestic corporation organized under this
| ||
Act, and each foreign corporation authorized to conduct
affairs | ||
in this State, shall file, within the time
prescribed by this | ||
Act, an annual report setting forth:
| ||
(a) The name of the corporation.
| ||
(b) The address, including street and number, or rural | ||
route number, of
its registered office in this State, and the | ||
name of its
registered agent at such address and a statement of | ||
change of its registered
office or registered agent, or both, | ||
if any.
| ||
(c) The address, including street and number, if any, of
| ||
its principal office.
| ||
(d) The names and respective addresses,
including street | ||
and number, or rural route number, of its directors and
| ||
officers.
| ||
(e) A brief statement of the character of the affairs which | ||
the
corporation is actually conducting from among the purposes | ||
authorized in
Section 103.05 of this Act.
| ||
(f) Whether the corporation is a Condominium Association as
| ||
established
under the Condominium Property Act, a Cooperative | ||
Housing Corporation
defined in Section 216 of the Internal | ||
Revenue Code of 1954 or a Homeowner
Association which | ||
administers a common-interest community as defined in
| ||
subsection (c) of Section 9-102 of the Code of Civil Procedure.
| ||
(g) Such additional information as may be necessary or
| ||
appropriate in order to enable the Secretary of State to
| ||
administer this Act and to verify the proper amount of fees
| ||
payable by the corporation.
| ||
Such annual report shall be made on forms prescribed and
| ||
furnished by the Secretary of State, and the information
| ||
therein required by subsections (a) to (d), both inclusive,
of | ||
this Section, shall be given as of the date of the
execution of | ||
the annual report. It shall be executed by the
corporation by | ||
any authorized officer and verified by him or
her, or, if the | ||
corporation is in the hands of a receiver or
trustee, it shall | ||
be executed on behalf of the corporation
and verified by such | ||
receiver or trustee.
| ||
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
| ||
(805 ILCS 105/115.10) (from Ch. 32, par. 115.10)
| ||
Sec. 115.10. Fees for filing documents. The Secretary of | ||
State shall charge and collect for:
| ||
(a) Filing articles of incorporation, $50.
| ||
(b) Filing articles of amendment, $25, unless the amendment | ||
is a
restatement of the articles of incorporation, in which | ||
case the fee shall
be $100.
| ||
(c) Filing articles of merger or consolidation, $25.
| ||
(d) Filing articles of dissolution, $5.
| ||
(e) Filing application to reserve a corporate name, $25.
| ||
(f) Filing a notice of transfer or cancellation of a | ||
reserved corporate
name, $25.
| ||
(g) Filing statement of change of address of registered | ||
office or change
of registered agent, or both, if other than on | ||
an annual report, $5.
| ||
(h) Filing an application of a foreign corporation for | ||
authority to
conduct affairs in this State, $50.
| ||
(i) Filing an application of a foreign corporation for
| ||
amended authority to conduct affairs in this
State, $25.
| ||
(j) Filing a copy of amendment to the articles of | ||
incorporation of a
foreign corporation holding authority to | ||
conduct affairs in this State, $25,
unless the amendment is a | ||
restatement of the articles of incorporation, in
which case the | ||
fee shall be $100.
| ||
(k) Filing a copy of articles of merger of a foreign | ||
corporation holding
authority to conduct affairs in this State, | ||
$25.
| ||
(l) Filing an application for withdrawal and final report | ||
or a copy of
articles of dissolution of a foreign corporation, | ||
$5.
| ||
(m) Filing an annual report of a domestic or foreign | ||
corporation, $5.
| ||
(n) Filing an application for reinstatement of a domestic
| ||
or a foreign corporation, $25.
| ||
(o) Filing an application for use of an assumed corporate
| ||
name,
$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 fee for each assumed corporate | ||
name,
$150.
| ||
(p) Filing an application for change or cancellation of an | ||
assumed
corporate name, $5.
| ||
(q) Filing an application to register the corporate name of
| ||
a foreign corporation, $50; and an annual renewal fee for
the | ||
registered name, $50.
| ||
(r) Filing an application for cancellation of a registered
| ||
name of a foreign corporation, $5.
| ||
(s) Filing a statement of correction, $25.
| ||
(t) Filing an election to accept this Act, $25.
| ||
(u) Filing any other statement or report, $5.
| ||
(Source: P.A. 92-33, eff. 7-1-01; 92-651, eff. 7-11-02; 93-59, | ||
eff.
7-1-03.)
| ||
Section 15. The Limited Liability Company Act is amended by | ||
changing Sections 1-35, 35-40, 45-65, 50-10, and 50-15 and by | ||
adding Sections 1-36 and 1-37 as follows:
| ||
(805 ILCS 180/1-35)
| ||
Sec. 1-35. Registered office and registered agent.
| ||
(a) Each limited liability company and foreign limited
| ||
liability company shall continuously maintain in this State a
| ||
registered agent and registered office, which agent must be
an | ||
individual resident of this State, a domestic corporation,
or a | ||
foreign corporation having a place of business in, and
| ||
authorized to do business in, this State. If the agent is a
| ||
corporation, the corporation must be authorized by its
articles | ||
of incorporation to act as an agent.
| ||
(b) A limited liability company or foreign limited
| ||
liability company may change its registered agent or the
| ||
address of its registered office pursuant to Section 1-36 and | ||
the registered agent of a limited liability company or a | ||
foreign limited liability company may change the address of its | ||
registered office pursuant to Section 1-37
5-15.
| ||
(c) The registered agent may at any time resign by
filing | ||
in the Office of the Secretary of State written notice
thereof | ||
and by mailing a copy thereof to the limited
liability company | ||
or foreign limited liability company at its
principal office as | ||
it is known to the resigning registered
agent. The notice must | ||
be mailed at least 10 days before the
date of filing thereof | ||
with the Secretary of State. The
notice shall be executed by | ||
the registered agent, if an individual, or by a
principal | ||
officer, if the registered agent is a corporation. The notice
| ||
shall set forth all of the
following:
| ||
(1) The name of the limited
liability company for which | ||
the registered agent is acting.
| ||
(2) The name of the registered agent.
| ||
(3) The address,
including street, number, city and | ||
county of the limited
liability company's then registered | ||
office in this State.
| ||
(4) That the registered agent resigns.
| ||
(5) The effective date of the resignation,
which shall | ||
not be sooner than 30 days after the date
of filing.
| ||
(6) The address of the principal office of the
limited | ||
liability company as it is known to the registered
agent.
| ||
(7) A statement that a copy of the notice has been
sent | ||
by registered or certified mail to the principal office
of | ||
the limited liability company within the time and in the | ||
manner
prescribed by this Section.
| ||
(d) A new registered agent must be placed on record within | ||
60 days after a
registered agent's notice of resignation under | ||
this Section.
| ||
(Source: P.A. 90-424, eff. 1-1-98; 91-354, eff. 1-1-00.)
| ||
(805 ILCS 180/1-36 new) | ||
Sec. 1-36. Change of registered office or registered agent. | ||
(a) A domestic limited liability company or a foreign | ||
limited liability company may from time to time change the | ||
address of its registered office. A domestic limited liability | ||
company or a foreign limited liability company shall change its | ||
registered agent if the office of registered agent shall become | ||
vacant for any reason, or if its registered agent becomes | ||
disqualified or incapacitated to act.
| ||
(b) A domestic limited liability company or a foreign | ||
limited liability company may change the address of its | ||
registered office or change its registered agent, or both, by | ||
executing and filing, in duplicate, in accordance with Section | ||
5-45 of this Act a statement setting forth:
| ||
(1) The name of the limited liability company.
| ||
(2) The address, including street and number, or rural | ||
route number, of its then registered office.
| ||
(3) If the address of its registered office be changed, | ||
the address, including street and number, or rural route | ||
number, to which the registered office is to be changed.
| ||
(4) The name of its then registered agent.
| ||
(5) If its registered agent be changed, the name of its | ||
successor registered agent.
| ||
(6) That the address of its registered office and the | ||
address of the business office of its registered agent, as | ||
changed, will be identical.
| ||
(7) That such change was authorized by resolution duly | ||
adopted by the members or managers.
| ||
(c) The change of address of the registered office, or the | ||
change of registered agent, or both, as the case may be, shall | ||
become effective upon the filing of such statement by the | ||
Secretary of State.
| ||
(805 ILCS 180/1-37 new) | ||
Sec. 1-37. Change of address of registered agent. | ||
(a) A registered agent may change the address of the | ||
registered office of the domestic limited liability company or | ||
of the foreign limited liability company, for which he or she | ||
or it is a registered agent, to another address in this State, | ||
by filing, in duplicate, in accordance with Section 5-45 of | ||
this Act a statement setting forth:
| ||
(1) The name of the limited liability company.
| ||
(2) The address, including street and number, or rural | ||
route number, of its then registered office.
| ||
(3) The address, including street and number, or rural | ||
route number, to which the registered office is to be | ||
changed.
| ||
(4) The name of its registered agent.
| ||
(5) That the address of its registered office and the | ||
address of the business office of its registered agent, as | ||
changed, will be identical.
| ||
Such statement shall be executed by the registered agent.
| ||
(b) The change of address of the registered office shall | ||
become effective upon the filing of such statement by the | ||
Secretary of State.
| ||
(805 ILCS 180/35-40)
| ||
Sec. 35-40. Reinstatement following administrative
| ||
dissolution.
| ||
(a) A limited liability company administratively
dissolved | ||
under Section 35-25 may be reinstated by the
Secretary of State | ||
within 5 years following the date of
issuance of the notice of | ||
dissolution upon the occurrence of
all of the following:
| ||
(1) The filing of an application for
reinstatement.
| ||
(2) The filing with the Secretary of State by the
| ||
limited liability company of all reports then due and
| ||
theretofore becoming due.
| ||
(3) The payment to the Secretary of State by the
| ||
limited liability company of all fees and penalties then
| ||
due and theretofore becoming due.
| ||
(b) The application for reinstatement shall be executed
and | ||
filed in duplicate in accordance with Section 5-45 of
this Act | ||
and shall set forth all of the following:
| ||
(1) The name of the limited liability company at
the | ||
time of the issuance of the notice of dissolution.
| ||
(2) If the name is not available for use as
determined | ||
by the Secretary of State at the time of
filing the | ||
application for reinstatement, the name of
the limited | ||
liability company as changed, provided
that any change of | ||
name is properly effected under
Section 1-10 and Section | ||
5.25
1-15 of this Act.
| ||
(3) The date of issuance of the notice of
dissolution.
| ||
(4) The address, including street and number
or
rural | ||
route number of the registered office of the
limited | ||
liability company upon reinstatement thereof
and the name | ||
of its registered agent at that address
upon the | ||
reinstatement of the limited liability
company,
provided | ||
that any change from either the
registered office or the | ||
registered agent at the
time of
dissolution is properly | ||
reported under Section
1-35 of this Act.
| ||
(c) When a dissolved limited liability company has
complied | ||
with the provisions of the Section, the Secretary of
State | ||
shall file the application for
reinstatement.
| ||
(d) Upon the filing of the application for
reinstatement, | ||
the limited liability company existence shall
be deemed to have | ||
continued without interruption from the
date of the issuance of | ||
the notice of dissolution, and the
limited liability company | ||
shall stand revived with the
powers, duties, and obligations as | ||
if it had not been
dissolved; and all acts and proceedings of | ||
its members or
managers, acting or purporting to act in that | ||
capacity, that
would have been legal and valid but for the | ||
dissolution,
shall stand ratified and confirmed.
| ||
(Source: P.A. 92-33, eff. 7-1-01.)
| ||
(805 ILCS 180/45-65)
| ||
Sec. 45-65. Reinstatement following revocation.
| ||
(a) A limited liability company whose admission has been | ||
revoked under
Section
45-35 may be reinstated by the Secretary | ||
of State within 5
years following the date of issuance of the | ||
certificate of revocation upon the
occurrence of all of the | ||
following:
| ||
(1) The filing of the application for reinstatement.
| ||
(2) The filing with the Secretary of State by the | ||
limited liability
company of
all reports then due and | ||
becoming due.
| ||
(3) The payment to the Secretary of State by the | ||
limited liability company
of
all fees and penalties then | ||
due and becoming due.
| ||
(b) The application for reinstatement shall be executed and | ||
filed in
duplicate
in accordance with Section 5-45 and shall | ||
set forth all of
the following:
| ||
(1) The name of the limited liability company at the | ||
time of the issuance
of the notice of revocation.
| ||
(2) If the name is not available for use as determined | ||
by the Secretary of
State at the time of filing the | ||
application for reinstatement, the name of
the limited | ||
liability company as changed, provided that any change is | ||
properly
effected under Sections 1-10 and 45-25.
| ||
(3) The date of the issuance of the notice of | ||
revocation.
| ||
(4) The address, including street and number or rural | ||
route number of the
registered office of the limited | ||
liability company upon reinstatement
and the name of its | ||
registered agent at that address upon the
reinstatement of | ||
the limited liability company, provided that any change | ||
from
either the registered office or the registered agent | ||
at the time of revocation
is properly reported under | ||
Section 1-35.
| ||
(c) When a limited liability company whose admission has | ||
been revoked has
complied with the provisions of this Section, | ||
the Secretary of
State shall file the application for
| ||
reinstatement.
| ||
(d) Upon the filing of the application for reinstatement: | ||
(i) the admission
of
the limited liability company to transact | ||
business in this State shall be
deemed to have continued | ||
without interruption from the date of the issuance of
the | ||
notice of revocation, (ii) the limited liability company shall
| ||
stand revived with the powers, duties, and obligations as if | ||
its admission had
not been revoked, and (iii) all acts and | ||
proceedings of its members or
managers, acting or purporting to | ||
act in that capacity, that would have been
legal and valid but | ||
for the revocation, shall stand ratified and
confirmed.
| ||
(Source: P.A. 92-33, eff. 7-1-01.)
| ||
(805 ILCS 180/50-10)
| ||
Sec. 50-10. Fees.
| ||
(a) The Secretary of State shall charge and collect in
| ||
accordance with the provisions of this Act and rules
| ||
promulgated under its authority all of the following:
| ||
(1) Fees for filing documents.
| ||
(2) Miscellaneous charges.
| ||
(3) Fees for the sale of lists of filings and for | ||
copies
of any documents.
| ||
(b) The Secretary of State shall charge and collect for
all | ||
of the following:
| ||
(1) Filing articles of organization of limited
| ||
liability companies (domestic), application for
admission | ||
(foreign), and restated articles of
organization | ||
(domestic), $500.
| ||
(2) Filing amendments (domestic or foreign), :
| ||
(A) For other than change of registered agent name | ||
or registered
office,
or both, $150.
| ||
(B) For the purpose of changing the registered | ||
agent name or registered
office, or both, $35.
| ||
(3) Filing articles of dissolution or
application
for | ||
withdrawal, $100.
| ||
(4) Filing an application to reserve a name, $300.
| ||
(5) Renewal fee for reserved name, $100.
(Blank).
| ||
(6) Filing a notice of a transfer of a reserved
name, | ||
$100.
| ||
(7) Registration of a name, $300.
| ||
(8) Renewal of registration of a name, $100.
| ||
(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.
| ||
(10) Filing an application for change of an assumed
| ||
name, $100.
| ||
(11) Filing an annual report of a limited liability
| ||
company or foreign limited liability company, $250, if
| ||
filed as required by this Act, plus a penalty if
| ||
delinquent.
| ||
(12) Filing an application for reinstatement of a
| ||
limited liability company or foreign limited liability
| ||
company
$500.
| ||
(13) Filing Articles of Merger, $100 plus $50 for each | ||
party to the
merger in excess of the first 2 parties.
| ||
(14) Filing an Agreement of Conversion or Statement of | ||
Conversion, $100.
| ||
(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, $15.
| ||
(17) Filing any other document, $100.
| ||
(c) 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
$1 per page, but not less than $25, | ||
and $25 for the
certificate and for affixing the seal | ||
thereto.
| ||
(2) For the transfer of information by computer
process | ||
media to any purchaser, fees established by
rule.
| ||
(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 12-1-03; 93-59, | ||
eff. 7-1-03;
revised 9-5-03.)
| ||
(805 ILCS 180/50-15)
| ||
Sec. 50-15. Penalty.
| ||
(a) The Secretary of State shall declare any limited
| ||
liability company or foreign limited liability company to be
| ||
delinquent and not in good standing if any of the following
| ||
occur:
| ||
(1) It has failed to file its annual report and
pay the | ||
requisite fee as required by this Act before the
first day | ||
of the anniversary month in the year in which
it is due.
| ||
(2) It has failed to appoint and maintain a
registered | ||
agent in Illinois within 60 days of
notification of the | ||
Secretary of State by the resigning
registered agent.
| ||
(3) (Blank).
| ||
(b) If the limited liability company or foreign limited
| ||
liability company has not corrected the default within the
time | ||
periods prescribed by this Act, the Secretary of State
shall be | ||
empowered to invoke any of the following penalties:
| ||
(1) For failure or refusal to comply with
subsection | ||
(a) of this Section within 60 days after the
due date, a | ||
penalty of $300 plus $100 for each year or fraction thereof | ||
beginning with the second year of delinquency until | ||
returned to good standing or until reinstatement is | ||
effected.
| ||
(2) The Secretary of State shall not file any
| ||
additional documents, amendments, reports, or other
papers | ||
relating to any limited liability company or
foreign | ||
limited liability company organized under or
subject to the | ||
provisions of this Act until any
delinquency under | ||
subsection (a) is satisfied.
| ||
(3) In response to inquiries received in the
Office of | ||
the Secretary of State from any party
regarding a limited | ||
liability company that is
delinquent, the Secretary of | ||
State may show the limited
liability company as not in good | ||
standing.
| ||
(Source: P.A. 93-32, eff. 12-1-03.)
| ||