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| Public Act 095-0515 |
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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 13.50, 13.55, and 13.70 as follows:
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(805 ILCS 5/13.50) (from Ch. 32, par. 13.50)
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Sec. 13.50. Grounds for revocation of authority. The | ||||
authority of a foreign corporation to transact
business in this | ||||
State may be revoked by the Secretary of State:
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(a) Upon the failure of an officer or director to whom
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interrogatories have been propounded by the Secretary of State | ||||
as
provided in this Act, to answer the same fully and to file | ||||
such answer
in the office of the Secretary of State.
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(b) If the answer to such interrogatories discloses, or if | ||||
the fact
is otherwise ascertained, that the proportion of the | ||||
sum of the paid-in
capital of such corporation represented in | ||||
this
State is greater than the amount on which such corporation | ||||
has
theretofore paid fees and franchise taxes, and the | ||||
deficiency therein is
not paid.
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(c) If the corporation for a period of one year has | ||||
transacted no
business and has had no tangible property in this | ||||
State as revealed by
its annual reports.
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(d) Upon the failure of the corporation to keep on
file in | ||||
the office of the Secretary of State duly authenticated copies
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of each amendment to its articles of incorporation.
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(e) Upon the failure of the corporation to appoint
and | ||
maintain a registered agent in this State.
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(f) Upon the failure of the corporation to file for
record | ||
in the office of the recorder of the county in which its
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registered office is situated,
any appointment of registered | ||
agent.
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(g) Upon the failure of the corporation to file any report
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after the period prescribed by this Act for the filing of
such | ||
report.
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(h) Upon the failure of the corporation to pay any
fees, | ||
franchise taxes, or charges prescribed by this Act.
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(i) For misrepresentation of any material matter in any | ||
application,
report, affidavit, or other document filed by such | ||
corporation pursuant
to this Act.
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(j) Upon the failure of the corporation to renew its | ||
assumed name or to
apply to change its assumed name pursuant to | ||
the provisions of this Act,
when the corporation can only | ||
transact business within this State under
its assumed name in | ||
accordance with the provisions of Section 4.05 of this Act.
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(k) When under the provisions of the "Consumer Fraud and | ||
Deceptive Business
Practices Act" a court has found that the | ||
corporation substantially and
willfully violated such Act.
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(l) Upon tender of payment to the Secretary of State which | ||
is subsequently
returned due to insufficient funds, a closed | ||
account, or any other reason, and
acceptable
payment has not | ||
been subsequently tendered.
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(m) When the Secretary of State receives a copy of a | ||
memorandum of judgment relating to a judgment entered for money | ||
owed to a unit of local government or school district, together | ||
with a statement filed by its attorney that the judgment has | ||
not been satisfied and that no appeal has been filed.
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(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
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(805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
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Sec. 13.55. Procedure for revocation of authority.
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(a) After the Secretary of State determines that one or | ||
more grounds exist
under Section 13.50 for the revocation of | ||
authority of
a foreign corporation, he or she shall send by | ||
regular mail to each delinquent
corporation a Notice of | ||
Delinquency to its registered office, or, if the
corporation | ||
has failed to maintain a registered office, then to the | ||
president
or other principal officer at the last known office | ||
of said officer.
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(b) If the corporation does not correct the default
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described in paragraphs (c) through (k), and paragraph (m), of | ||
Section 13.50 within 90 days
following
such notice, the | ||
Secretary of State shall thereupon revoke the authority of the
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corporation by issuing a certificate of revocation that
recites | ||
the grounds for revocation and its effective date.
If the | ||
corporation does not correct the default described in paragraph | ||
(a),
(b), or (l) of
Section 13.50, within 30 days following | ||
such notice, the Secretary of State
shall
thereupon revoke the | ||
authority of the corporation by issuing a certificate of
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revocation as
herein prescribed.
The Secretary
of State shall | ||
file the original of the certificate in his or her office,
mail | ||
one copy to the corporation at its registered office
or, if the | ||
corporation has failed to maintain a registered office, then to
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the president or
other principal officer at the last known | ||
office of said officer,
and file one copy
for record in the | ||
office of the recorder of the county in which
the registered | ||
office of the corporation in this State is situated,
to be | ||
recorded by such recorder. The recorder shall submit for | ||
payment to
the Secretary of State, on a quarterly basis, the | ||
amount of filing fees
incurred.
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(c) Upon the issuance of the certificate of revocation, the | ||
authority
of the corporation to transact business in this State | ||
shall cease and such
revoked corporation shall not thereafter | ||
carry on any business in this State.
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(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
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(805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
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Sec. 13.70. Transacting business without authority.
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(a) No foreign corporation transacting business in this | ||
State without
authority to do so is permitted to maintain a | ||
civil
action in any
court of this State, until the corporation | ||
obtains that
authority. Nor shall a civil action be maintained | ||
in any court of this
State by any successor or assignee of the | ||
corporation on any right, claim
or demand arising out of the | ||
transaction of business by the corporation in
this State, until | ||
authority to transact business in this
State is obtained by the
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corporation or by a corporation that has acquired all or | ||
substantially all
of its assets.
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(b) The failure of a foreign corporation to obtain
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authority to transact business in this State does not impair | ||
the validity
of any contract or act of the corporation, and | ||
does not prevent the
corporation from defending any action in | ||
any court of this State.
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(c) A foreign corporation that transacts business in this | ||
State without authority is liable to this State, for the years | ||
or parts
thereof during which it transacted business in this | ||
State without authority, in an amount equal to all fees, | ||
franchise taxes,
penalties and other charges that would have | ||
been imposed by this Act upon
the corporation had it duly | ||
applied for and received
authority to transact business in this | ||
State as required by this Act, but
failed to pay the franchise | ||
taxes that would have been computed thereon,
and thereafter | ||
filed all reports required by this Act; and, if a
corporation | ||
fails to file an application for
authority within 60 days
after | ||
it commences business in this State, in addition
thereto it is | ||
liable for a penalty of either 10% of the filing fee,
license | ||
fee and franchise taxes or $200 plus $5.00 for each month or
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fraction thereof in which it has continued to transact business | ||
in this
State without authority therefor, whichever penalty is
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greater. The Attorney General shall bring proceedings to | ||
recover all
amounts due this State under this Section.
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(d) The Attorney General shall bring an action to restrain | ||
a foreign corporation from transacting business in this State, | ||
if the authority of the foreign corporation to transact | ||
business has been revoked under subsection (m) of Section 13.50 | ||
of this Act.
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(Source: P.A. 92-33, eff. 7-1-01.)
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Section 10. The Limited Liability Company Act is amended by | ||
changing Sections 45-35 and 45-50 as follows:
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(805 ILCS 180/45-35)
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Sec. 45-35. Revocation of admission.
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(a) The admission of a foreign limited liability
company to | ||
transact business in this State may be revoked by
the Secretary | ||
of State upon the occurrence of any of the
following events:
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(1) The foreign limited company has failed to:
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(A) file its limited liability company annual
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report within the time required by Section 50-1 or
has | ||
failed to pay any fees or penalties prescribed
by this | ||
Article;
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(B) appoint and maintain a registered agent
in | ||
Illinois within 60 days after a registered agent's
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notice of resignation under Section 1-35;
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(C) file a report upon any change in the name
or | ||
business address of the registered agent;
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(D) file in the Office of the Secretary of
State | ||
any amendment to its application for
admission as | ||
specified in Section 45-25; or
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(E) renew its assumed name, or to apply to change | ||
its assumed name
under this Act, when the limited | ||
liability company may
only
transact business within | ||
this State under its assumed name.
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(2) A misrepresentation has been made of any
material | ||
matter in any application, report, affidavit,
or other | ||
document submitted by the foreign limited
liability | ||
company under this Article.
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(3) Receipt by the Secretary of State of a certified | ||
copy of a memorandum of judgment relating to a judgment | ||
entered for money owed to a unit of local government or | ||
school district, together with a statement filed by its | ||
attorney that the judgment has not been satisfied and that | ||
no appeal has been filed.
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(b) The admission of a foreign limited liability
company | ||
shall not be revoked by the Secretary of State unless
all of | ||
the following occur:
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(1) The Secretary of State has given the foreign
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limited liability company not less than 60 days' notice
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thereof by mail addressed to its registered office in
this | ||
State or, if the foreign limited liability company
fails to | ||
appoint and maintain a registered agent in this
State, | ||
addressed to the office required to be maintained
under | ||
paragraph (5) of subsection (a) of Section 45-5.
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(2) During that 60 day period, the foreign limited
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liability company has failed to file the limited
liability | ||
company report, to pay fees or penalties, to
file a report | ||
of change regarding the registered agent,
to file any | ||
amendment, or to correct any
misrepresentation.
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(c) Upon the expiration of 120 days after the mailing of
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the notice, the admission of the foreign limited liability
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company to transact business in this State shall cease.
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(Source: P.A. 93-59, eff. 7-1-03.)
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(805 ILCS 180/45-50)
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Sec. 45-50. Action to restrain from transaction of
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business. | ||
(a) The Attorney General may bring an action to
restrain a | ||
foreign limited liability company from transacting
business in | ||
this State in violation of this Article. | ||
(b) If the authority of a foreign limited liability company | ||
to do business in Illinois ceases because of failure to pay a | ||
judgment reported to the Secretary of State under subdivision | ||
(a)(3) of Section 45-35, then the Attorney General shall bring | ||
an action to restrain a foreign limited liability company from | ||
transacting business in this State.
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(Source: P.A. 87-1062.)
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Section 99. Effective date. This Act takes effect upon | ||
becoming law.
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