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| Public Act 098-0171 | ||||
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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 5.25 and 13.45 as follows:
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(805 ILCS 5/5.25) (from Ch. 32, par. 5.25)
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Sec. 5.25. Service of process on domestic or foreign | ||||
corporation.
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(a) Any process, notice, or demand required or permitted by | ||||
law to be served
upon a domestic corporation or a foreign | ||||
corporation having authority to
transact business in this State | ||||
may be served either upon
the registered agent appointed by the | ||||
corporation or upon the Secretary
of State as provided in this | ||||
Section.
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(b) The Secretary of State shall be irrevocably appointed | ||||
as an agent
of a domestic corporation or of a foreign | ||||
corporation having authority upon
whom any process, notice or | ||||
demand may be served:
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(1) Whenever the corporation shall fail to appoint or | ||||
maintain a
registered
agent in this State, or
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(2) Whenever the corporation's registered agent cannot | ||||
with reasonable
diligence be found at the registered office | ||||
in this State, or
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(3) When a domestic corporation has been dissolved, the | ||
conditions of
paragraph (1) or paragraph (2) exist, and a | ||
civil action, suit or
proceeding is instituted against or | ||
affecting the corporation within the
five years after the | ||
issuance of a certificate of dissolution or the filing
of a | ||
judgment of dissolution, or
| ||
(4) When a domestic corporation has been dissolved, the | ||
conditions of
paragraph (1) or paragraph (2) exist, and a | ||
criminal proceeding has been
instituted against or | ||
affecting the corporation, or
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(5) When the authority of a foreign
corporation to | ||
transact business in this State has been revoked or | ||
withdrawn.
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(c) Service under subsection (b) shall be made by:
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(1) Service on the Secretary of State, or on any clerk | ||
having charge of
the corporation division of his or her | ||
office, of a copy of
the process,
notice or demand, | ||
together with any papers required by law to be delivered
in | ||
connection with service, and a fee as prescribed by | ||
subsection (b) of
Section 15.15 of this Act;
| ||
(2) Transmittal by the person instituting the action, | ||
suit or proceeding
of notice of the service on the | ||
Secretary of State and a copy of the
process, notice or | ||
demand and accompanying papers to the corporation being
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served, by registered or certified mail:
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(i) At the last registered office of the | ||
corporation as shown by the
records on file in the | ||
office of the Secretary of State; and
| ||
(ii) At such address the use of which the person | ||
instituting the action,
suit or proceeding knows or, on | ||
the basis of reasonable inquiry, has reason
to believe, | ||
is most likely to result in actual notice; and
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(3) Appendage, by the person instituting the action, | ||
suit or proceeding,
of an affidavit of compliance with this | ||
Section, in substantially such form
as the Secretary of | ||
State may by rule or regulation prescribe, to the
process, | ||
notice or demand.
| ||
(d) Nothing herein contained shall limit or affect the | ||
right to serve
any process, notice, or demand required or | ||
permitted by law to be served
upon a corporation in any other | ||
manner now or hereafter permitted by law.
| ||
(e) The Secretary of State shall keep a record of all | ||
processes, notices,
and demands served upon him or her under | ||
this Section, and shall record
therein the time of such service | ||
and his or her action with reference
thereto, but shall not be | ||
required to retain such information for a
period longer than | ||
five years from his or her receipt of the service.
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(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
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Sec. 13.45. Withdrawal of foreign corporation. A foreign | ||
corporation
authorized to transact business in this State may | ||
withdraw from this State
upon filing with the Secretary of | ||
State an application for withdrawal. In
order to procure such | ||
withdrawal, the foreign corporation shall:
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(a) execute and file in duplicate, in accordance with | ||
Section 1.10
of this Act, an application for withdrawal and | ||
a final report, which
shall set forth:
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(1) that no proportion of its issued shares is, on | ||
the date of
the application, represented by business | ||
transacted or property
located in this State;
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(2) that it surrenders its authority to transact | ||
business in this
State;
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(3) that it revokes the authority of its registered | ||
agent in this
State to accept service of process and | ||
consents that service of process in
any suit, action, | ||
or proceeding based upon any cause of action arising in
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this State during the time the corporation was licensed | ||
to transact business
in this State may thereafter be | ||
made on the corporation by service on the Secretary of | ||
State;
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(4) a post-office address to which may be mailed a | ||
copy of any process
against the corporation that may be | ||
served on the Secretary of State;
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(5) the name of the corporation and the state or | ||
country under the laws
of which it is organized;
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(6) a statement of the aggregate number of issued | ||
shares of the
corporation itemized by classes, and | ||
series, if any, within a class, as
of the date of the | ||
final report;
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(7) a statement of the amount of paid-in capital of | ||
the corporation
as of the date of the final report; and
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(8) such additional information as may be | ||
necessary or appropriate in
order to enable the | ||
Secretary of State to determine and assess any unpaid
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fees or franchise taxes payable by the foreign | ||
corporation as
prescribed in this Act; or
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(b) if it has been dissolved, file a copy of the | ||
articles of dissolution
duly authenticated by the proper | ||
officer of the state or country under the
laws of which the | ||
corporation was organized; or
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(c) if it has been the non-survivor of a statutory | ||
merger and the
surviving
entity corporation was a foreign | ||
corporation or limited liability company which had not | ||
obtained authority to
transact
business in this State, file | ||
a copy of the articles of merger duly
authenticated by the
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proper officer of the state or country under the laws of | ||
which the corporation or limited liability company
was
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organized; or .
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(d) if it has been converted into another entity, file | ||
a copy of the articles of conversion duly authenticated by | ||
the proper officer of the state or country under the laws | ||
of which the corporation was organized. | ||
The application for withdrawal and the final report shall | ||
be made
on forms prescribed and furnished by the Secretary of | ||
State.
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When the corporation has complied with
subsection (a) of | ||
this Section, the Secretary
of State shall file the application | ||
for
withdrawal and mail a copy of the application to the | ||
corporation or its
representative. If the provisions of
| ||
subsection (b) of this Section have been followed, the
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Secretary of State shall file the copy of the articles of | ||
dissolution in his
or her office.
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Upon the filing of the application for withdrawal or copy | ||
of the articles of
dissolution, the authority
of the | ||
corporation to transact business in this State shall cease.
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(Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59, | ||
eff. 7-1-03.)
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Section 10. The General Not For Profit Corporation Act of | ||
1986 is amended by changing Section 105.25 as follows:
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(805 ILCS 105/105.25) (from Ch. 32, par. 105.25)
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Sec. 105.25.
Service of process on domestic or foreign
| ||
corporation.
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(a) Any process, notice, or demand required
or permitted by | ||
law to be served upon a domestic corporation
or a foreign | ||
corporation having authority
to conduct affairs in this State | ||
may be served either upon
the registered agent appointed by the | ||
corporation or upon
the Secretary of State as provided in this | ||
Section.
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(b) The Secretary of State shall be irrevocably appointed
| ||
as an agent of a domestic corporation or of a foreign
| ||
corporation having authority upon whom any
process, notice or | ||
demand may be served:
| ||
(1) Whenever the corporation shall fail to appoint or
| ||
maintain a registered agent in this State; or
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(2) Whenever the corporation's registered agent cannot
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with reasonable diligence be found at the registered office
| ||
in this State; or
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(3) When a domestic corporation has been dissolved,
the | ||
conditions of paragraph (1) or paragraph (2) exist, and
an | ||
action, suit or proceeding is instituted against or
| ||
affecting the corporation within the two years after the | ||
dissolution or the filing of a
judgment of dissolution; or
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(3.5) When a domestic corporation has been dissolved, | ||
the conditions of paragraph (1) or (2) exist, and a | ||
criminal proceeding has been instituted against or | ||
affecting the corporation; or
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(4) When the authority of a foreign
corporation to | ||
transact business has been revoked or withdrawn.
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(c) Service under subsection (b) shall be made by:
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(1) Service on the Secretary of State, or on any clerk
| ||
having charge of the corporation division at his or her
| ||
office, of a copy of the process, notice or demand, | ||
together
with any papers required by law to be delivered in
| ||
connection with service, and a fee as prescribed by
| ||
subsection (b) of Section 115.15 of this Act;
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(2) Transmittal by the person instituting the action,
| ||
suit or proceeding of notice of the service on the | ||
Secretary
of State and a copy of the process, notice or | ||
demand and
accompanying papers to the corporation being | ||
served, by
registered or certified mail:
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(i) At the last registered office of the
| ||
corporation as shown by the records on file in the | ||
office of
the Secretary of State; or
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(ii) At such address the use of which the person
| ||
instituting the action, suit or proceeding knows or, on | ||
the
basis of reasonable inquiry, has reason to believe | ||
is most
likely to result in actual notice; and
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(3) Appendage by the person instituting the action,
| ||
suit or proceeding of an affidavit of compliance with this
| ||
Section in substantially such form as the Secretary of
| ||
State may by rule or regulation prescribe, to the process,
| ||
notice or demand.
| ||
(d) Nothing herein contained shall limit or affect the
| ||
right to serve any process, notice, or demand required or
| ||
permitted by law to be served upon a corporation in any
other | ||
manner now or hereafter permitted by law.
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(e) The Secretary of State shall keep a record of all
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processes, notices, and demands served upon him or her under
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this Section, and shall record therein the time of such
service | ||
and his or her action with reference thereto but
shall not be | ||
required to retain such information for a
period longer than | ||
five years from his or her receipt of the
service.
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(Source: P.A. 92-33, eff. 7-1-01.)
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Section 15. The Limited Liability Company Act is amended by | ||
changing Sections 1-50, 5-5, 5-30, 35-25, 35-30, 45-5, 45-35, | ||
45-40, and 45-50 and by adding Section 45-36 as follows:
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(805 ILCS 180/1-50)
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Sec. 1-50.
Service of process on limited liability
company.
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(a) Any process, notice, or demand required or
permitted by | ||
law to be served upon either a limited liability
company or | ||
foreign limited liability company shall be served
either upon | ||
the registered agent appointed by the limited
liability company | ||
or upon the Secretary of State as provided
in this Section.
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(b) The Secretary of State shall be irrevocably
appointed | ||
as an agent of a limited liability company upon
whom any | ||
process, notice, or demand may be served under any
of the | ||
following circumstances:
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(1) Whenever the limited liability company shall
fail | ||
to appoint or maintain a registered agent in this
State.
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(2) Whenever the limited liability company's
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registered agent cannot with reasonable diligence , by | ||
registered or certified
mail, be found at the registered | ||
office in this State or
at the principal place of business | ||
stated in the
articles of organization.
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(3) When a limited liability company has dissolved, the | ||
conditions of paragraph (1) and paragraph (2) exist, and a | ||
civil action, suit or proceeding is instituted against or | ||
affecting the limited liability company within 5 years | ||
after the issuance of a certificate of dissolution or the | ||
filing of a judgment of dissolution. | ||
(4) When a domestic limited liability company has been | ||
dissolved, the conditions of paragraph (1) or paragraph (2) | ||
exist, and a criminal proceeding has been instituted | ||
against or affecting the limited liability company. | ||
(5) When the admission of a foreign limited liability | ||
company to transact business in this State has been revoked | ||
or withdrawn. | ||
(c) Service under subsection (b) shall be made by the | ||
person instituting
the action by doing
all of the following:
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(1) Serving on the Secretary of State, or on any
| ||
employee having responsibility for administering this
Act, | ||
a copy of the process,
notice, or demand, together with any | ||
papers required by
law to be delivered in connection with | ||
service and paying the
fee prescribed by Article 50 of this | ||
Act.
| ||
(2) Transmitting notice of the service
on
the Secretary | ||
of State and a copy of the process,
notice, or demand and | ||
accompanying papers to the
limited
liability company being | ||
served, by registered or
certified mail:
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(A) at the last registered office of the
limited | ||
liability company shown by the records on
file in the | ||
Office of the Secretary of State; and
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(B) at the address the use of which the
person | ||
instituting the action, suit, or proceeding
knows or, | ||
on the basis of reasonable inquiry, has
reason to | ||
believe, is most likely to result in
actual notice.
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(3) Attaching an affidavit of
compliance with this | ||
Section, in substantially the form
that the Secretary of | ||
State may by rule or regulation
prescribe, to the process, | ||
notice, or demand.
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(d) Nothing herein contained shall limit or affect the
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right to serve any process, notice, or demand required or
| ||
permitted by law to be served upon a limited liability
company | ||
in any other manner now or hereafter permitted by
law.
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(e) The Secretary of State shall keep, for a period of
5 | ||
years from the date of service, a record of all processes,
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notices, and demands served upon him or her under this
Section | ||
and shall record therein the time of the service and
such | ||
person's action with reference thereto.
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(Source: P.A. 87-1062.)
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(805 ILCS 180/5-5)
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Sec. 5-5. Articles of organization.
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(a) The articles of organization shall set forth all of
the | ||
following:
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(1) The name of the limited liability company and
the | ||
address of its principal place of business which
may, but | ||
need not be a place of business in this State.
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(2) The purposes for which the limited liability
| ||
company is organized, which may be stated to be, or to
| ||
include, the transaction of any or all lawful businesses
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for which limited liability companies may be organized
| ||
under this Act.
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(3) The name of its registered agent and the
address of | ||
its registered office.
| ||
(4) If the limited liability company is to be
managed | ||
by a manager or managers, the names and
business
addresses | ||
of the initial manager or managers.
| ||
(5) If management of the limited liability company
is | ||
to be vested in the members
under Section 15-1, then the | ||
names and addresses of the
initial member or members.
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(5.5) The duration of the limited liability company, | ||
which shall be perpetual unless otherwise stated.
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(6) (Blank). The latest date, if any, upon which the | ||
limited
liability company is to dissolve and other events
| ||
of dissolution, if any, that may be agreed upon by the
| ||
members under Section 35-1 hereof.
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(7) The name and address of each organizer.
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(8) Any other provision, not inconsistent with
law, | ||
that the members elect to set out in the articles
of | ||
organization for the regulation of the internal
affairs of | ||
the limited liability company, including any
provisions | ||
that, under this Act, are required or
permitted to be set | ||
out in the operating agreement of
the limited liability | ||
company.
| ||
(b) A limited liability company is organized at the
time | ||
articles of organization are filed by the Secretary of
State or | ||
at any later time, not more than 60 days after the
filing of | ||
the articles of organization, specified in the
articles of | ||
organization.
| ||
(c) Articles of organization for the organization of a | ||
limited liability
company for the purpose of accepting and | ||
executing trusts shall not be filed by
the Secretary of State | ||
until there is delivered to him or her a statement
executed by | ||
the Commissioner of the Office of Banks and Real Estate that | ||
the
organizers of the limited liability company have made | ||
arrangements
with the
Commissioner of the Office of Banks and | ||
Real Estate to comply with the
Corporate Fiduciary Act.
| ||
(d) Articles of organization for the organization of a | ||
limited liability
company as a bank or a savings bank must be | ||
filed with the Commissioner of
Banks and Real Estate or,
if the | ||
bank or savings bank will be organized under federal law, with | ||
the
appropriate federal banking regulator.
| ||
(Source: P.A. 93-561, eff. 1-1-04.)
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(805 ILCS 180/5-30)
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Sec. 5-30. Restated articles of organization. A limited | ||
liability company, whenever desired, may
integrate into a | ||
single instrument all of the provisions of
its articles of | ||
organization which are then in effect and
operative as a result | ||
of there having previously been filed
with the Secretary of | ||
State one or more instruments under
this Act.
The restated | ||
articles of organization shall be
specifically designated as | ||
such in the heading. They shall
state, either in their heading | ||
or in an introductory
paragraph, (i) the company's present name | ||
if the name has been
changed, (ii) the name under which | ||
documents were originally filed, and
(iii) the date of filing | ||
of the original articles of organization
by the Secretary of | ||
State. Restated articles of organization
shall also state that | ||
they were duly executed and filed in
accordance with the | ||
provisions of this Section. Restated articles of organization | ||
shall supersede the original articles of organization and all | ||
amendments thereto prior to the effective date of filing the | ||
restated articles of organization.
| ||
(Source: P.A. 87-1062.)
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(805 ILCS 180/35-25)
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Sec. 35-25. Grounds for of administrative dissolution. The | ||
Secretary of State may dissolve any limited liability
company | ||
administratively if any of the following occur:
| ||
(1) it has failed to file its annual report and pay its
fee | ||
as required by this Act before the first day of the
anniversary | ||
month or has failed to pay any fees, penalties, or charges | ||
required by this Act , within 180 days of the anniversary day;
| ||
(2) it has failed to file in the Office of the
Secretary of | ||
State any report after the expiration of the period prescribed | ||
in this Act for filing the report; within 180 days of the date | ||
for
filing the report; or
| ||
(2.5) it has misrepresented any material matter in any | ||
application, report, affidavit, or other document submitted by | ||
the limited liability company under this Act; | ||
(3) it has failed to appoint and maintain a registered
| ||
agent in Illinois within 60 days after a registered agent's | ||
notice of
resignation under Section 1-35; .
| ||
(4) a manager or member to whom interrogatories have been | ||
propounded by the Secretary of State as provided in Section | ||
5-60 of this Act fails to answer the interrogatories fully and | ||
to timely file the answer in the office of the Secretary of | ||
State; or | ||
(5) it has tendered payment to the Secretary of State which | ||
is returned due to insufficient funds, a closed account, or for | ||
any other reason, and acceptable payment has not been | ||
subsequently tendered. | ||
(Source: P.A. 91-354, eff. 1-1-00.)
| ||
(805 ILCS 180/35-30)
| ||
Sec. 35-30. Procedure for administrative dissolution.
| ||
(a) After the Secretary of State determines that one or | ||
more grounds exist
under Section 35-25 for the administrative | ||
dissolution of a limited liability
company, the Secretary of | ||
State shall send a notice of delinquency by regular
mail to | ||
each delinquent limited liability company at its registered | ||
office or,
if the limited liability company has failed to | ||
maintain a registered office,
then to the last known address | ||
shown on the records of the Secretary of State
for the | ||
principal place of business of the limited liability company | ||
office at which records of the limited liability company are | ||
maintained
in accordance with Section 1-40 of this Act.
| ||
(b) If the limited liability company does not correct
the | ||
default described in paragraphs (1) or (2) of Section 35-25 | ||
within 120 days following the date of the notice
of | ||
delinquency, the Secretary of State shall thereupon
dissolve | ||
the limited liability company by issuing a certificate notice | ||
of dissolution that
recites the grounds for dissolution and its | ||
effective date. If the limited liability company does not | ||
correct the default described in paragraphs (2.5), (3), (4), or | ||
(5) of Section 35-25 within 60 days following the notice, the | ||
Secretary of State shall dissolve the limited liability company | ||
by issuing a certificate of dissolution that recites the | ||
grounds for dissolution and its effective date. The Secretary | ||
of
State shall file the original of the certificate notice in | ||
his or her office and mail one
copy to the limited liability | ||
company at its registered office or, if the
limited liability | ||
company has failed to maintain a registered office, then to
the | ||
last known address shown on the records of the Secretary of | ||
State for the
principal place of business of the limited | ||
liability company office at which records of the limited | ||
liability company are maintained in
accordance with Section | ||
1-40 of this Act.
| ||
(c) Upon the administrative dissolution of a limited | ||
liability company, a
dissolved limited liability company shall | ||
continue for only the purpose of
winding up its business. A | ||
dissolved
limited liability company may take all action | ||
authorized
under Section 1-30 or necessary to wind up its
| ||
business and affairs and terminate.
| ||
(Source: P.A. 93-59, eff. 7-1-03.)
| ||
(805 ILCS 180/45-5)
| ||
Sec. 45-5. Admission to transact business.
| ||
(a) Except as provided in Article V of the Illinois | ||
Insurance Code,
before transacting business in this State, a
| ||
foreign limited liability company shall be admitted to do so
by | ||
the Secretary of State. In order to be admitted, a
foreign | ||
limited liability company shall submit to the Office
of the | ||
Secretary of State an application for admission to
transact | ||
business as a foreign limited liability company
setting forth | ||
all of the following:
| ||
(1) The name of the foreign limited liability
company | ||
and, if different, the name under which it
proposes to | ||
transact business in this State.
| ||
(2) The jurisdiction, date of its formation, and
period | ||
of duration.
| ||
(3) A certificate stating that the company is in
| ||
existence under the laws of the jurisdiction wherein it
is | ||
organized executed by the Secretary of State of that
| ||
jurisdiction or by some other official that may have
| ||
custody of the records pertaining to limited liability
| ||
companies (or affidavit from an appropriate official of
the | ||
jurisdiction that good standing certificates are not
| ||
issued or other evidence of existence which the Secretary | ||
of State shall
deem appropriate).
| ||
(4) The name and business address of the proposed
| ||
registered agent in this State, which registered agent
| ||
shall 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 registered agent is a corporation,
the corporation | ||
must be authorized by its articles of
incorporation to act | ||
as a registered agent.
| ||
(5) The address, including street and number, rural | ||
route number or 911 address, where applicable, of its | ||
principal place of business of the office required to be
| ||
maintained in the jurisdiction of its organization by
the | ||
laws of that jurisdiction or, if not so required, of
the | ||
principal place of business of the foreign limited
| ||
liability company.
| ||
(6) The purpose or purposes for which it was organized | ||
and the purpose
or purposes which it proposes to conduct in | ||
the transaction of business in this
State.
| ||
(7) A statement whether the limited liability company | ||
is managed by a
manager or managers or whether management | ||
of the limited liability company is
vested in the members.
| ||
(8) A statement that the Secretary of State is
| ||
appointed the agent of the foreign limited liability
| ||
company for service of process under the
circumstances
set | ||
forth in subsection (b) of Section 1-50.
| ||
(9) All additional information that may be necessary
or | ||
appropriate in order to enable the Secretary of State
to | ||
determine whether the limited liability company is
| ||
entitled to transact business in this State.
| ||
(b) No foreign limited liability company shall transact
in | ||
this State any business that a limited liability company
formed | ||
under the laws of this State is not permitted to
transact. A | ||
foreign limited liability company
admitted to transact | ||
business in this State shall, until
admission is revoked as | ||
provided in this Act,
enjoy the same, but no greater, rights | ||
and privileges as a
limited liability company formed under the | ||
laws of this
State.
| ||
(c) The acceptance and filing by the Office of the
| ||
Secretary of State of a foreign limited liability company's
| ||
application shall admit the foreign limited liability company
| ||
to transact business in the State.
| ||
(Source: P.A. 90-424, eff. 1-1-98; 91-593, eff. 8-14-99.)
| ||
(805 ILCS 180/45-35)
| ||
Sec. 45-35. Grounds for revocation Revocation of | ||
admission. | ||
(a) The admission of a foreign limited liability
company to | ||
transact business in this State may be revoked by
the Secretary | ||
of State if upon the occurrence of any of the
following events:
| ||
(1) The foreign limited company has failed to:
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(A) file its limited liability company annual
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report and pay its fee as required by this Act before | ||
the first day of the anniversary month within the time | ||
required by Section 50-1 or
has failed to pay any fees | ||
or penalties prescribed
by this Act Article;
| ||
(B) appoint and maintain a registered agent
in | ||
Illinois within 60 days after a registered agent's
| ||
notice of resignation under Section 1-35;
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(C) (blank); 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 any report after the | ||
expiration of the period prescribed in this Act for | ||
filing the report; or
| ||
(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 in accordance with | ||
the provisions of Section 45-15 of this Act.
| ||
(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 Act Article.
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(2.5) A manager or member to whom interrogatories have | ||
been propounded by the Secretary of State as provided in | ||
Section 5-60 of this Act fails to answer the | ||
interrogatories fully and to timely file the answer in the | ||
office of the Secretary of State. | ||
(3) The Receipt by the Secretary of State receives 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. | ||
(4) It has tendered payment to the Secretary of State | ||
which is returned due to insufficient funds, a closed | ||
account, or for any other reason, and acceptable payment | ||
has not been subsequently tendered. | ||
(b) (Blank). The admission of a foreign limited liability
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company shall not be revoked by the Secretary of State unless
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all of the following occur:
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(1) The Secretary of State has given the foreign
| ||
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
| ||
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, to correct any
misrepresentation.
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(c) (Blank). Upon the expiration of 120 days after the | ||
mailing of
the notice, the admission of the foreign limited | ||
liability
company to transact business in this State shall | ||
cease.
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(Source: P.A. 95-515, eff. 8-28-07.)
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(805 ILCS 180/45-36 new) | ||
Sec. 45-36. Procedure for revocation of admission. | ||
(a) After the Secretary of State determines that one or | ||
more grounds exist under Section 45-35 for the revocation of | ||
admission of a foreign limited liability company, the Secretary | ||
of State shall send a notice of delinquency by regular mail to | ||
each delinquent limited liability company at its registered | ||
office or, if the limited liability company has failed to | ||
maintain a registered office, then to the last known address | ||
shown on the records of the Secretary of State for the | ||
principal place of business. | ||
(b) If the limited liability company does not correct the | ||
default described in item (A) or (D) of paragraph (1) of | ||
subsection (a) of Section 45-35 within 120 days following the | ||
date of the notice of delinquency, the Secretary of State shall | ||
revoke the admission of the limited liability company by | ||
issuing a certificate of revocation that recites the grounds | ||
for revocation and its effective date. If the limited liability | ||
company does not correct the default described in item (B) or | ||
(E) of paragraph (1) or paragraph (2), (2.5), (3), or (4) of | ||
subsection (a) of Section 45-35 within 60 days following the | ||
notice, the Secretary of State shall revoke the admission of | ||
the limited liability company by issuing a certificate of | ||
revocation that recites the grounds for revocation and its | ||
effective date. The Secretary of State shall file the original | ||
of the certificate in his or her office and mail one copy to | ||
the limited liability company at its registered office or, if | ||
the limited liability company has failed to maintain a | ||
registered office, then to the last known address shown on the | ||
records of the Secretary of State for the principal place of | ||
business. | ||
(c) Upon the issuance of a certificate of revocation, the | ||
admission of the limited liability company to transact business | ||
in this State shall cease and the revoked company shall not | ||
thereafter carry on any business in this State.
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(805 ILCS 180/45-40)
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Sec. 45-40. Withdrawal.
| ||
(a) A foreign limited liability company admitted to
| ||
transact business in this State may withdraw from this State
| ||
upon filing with the Secretary of State an application for
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withdrawal. In order to withdraw, the foreign limited
liability | ||
company shall deliver to the Secretary of State an
application | ||
for withdrawal, which shall set forth all of the
following:
| ||
(1) The name of the limited liability company and
the | ||
State or country under the laws of which it is
organized.
| ||
(2) That the limited liability company is not
| ||
transacting business in this State.
| ||
(3) That the limited liability company surrenders
its | ||
admission to transact business in this State.
| ||
(4) That the limited liability company revokes the
| ||
authority of its registered agent in this State to
accept | ||
service of process and consents that service of
process in | ||
any action, suit, or proceeding based upon
any cause of | ||
action arising in this State during the
time the limited | ||
liability company was admitted to
transact business in this | ||
State may thereafter be made
on the limited liability | ||
company by service thereof upon
the Secretary of State.
| ||
(5) A post office address to which may be mailed street | ||
address to which a person may mail a
copy of any process | ||
against the limited liability
company that may be served on | ||
the Secretary of State.
| ||
(6) All additional information that is necessary or
| ||
appropriate in order to enable the Secretary of State to
| ||
determine and assess any unpaid fees payable by the
limited | ||
liability company as prescribed in this Article.
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(b) The application for withdrawal shall be in the form
and | ||
manner designated by the Secretary of State and shall be
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executed by the limited liability company by one of its
| ||
managers or, if none, any member or members that may be
| ||
designated by the members pursuant to limited liability
company | ||
action properly taken under applicable local law or,
if the | ||
limited liability company is in the hands of a
receiver or | ||
trustee, by the receiver or trustee on behalf of
the limited | ||
liability company. This report shall be
accompanied by a | ||
written declaration that it is made under
the penalties of | ||
perjury.
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(Source: P.A. 87-1062.)
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(805 ILCS 180/45-50)
| ||
Sec. 45-50. Action to restrain from transaction of
| ||
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. 95-515, eff. 8-28-07.)
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Section 99. Effective date. This Act takes effect July 1, | ||
2013.
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