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91_SB0565eng SB565 Engrossed LRB9103877DJcb 1 AN ACT to amend the Limited Liability Company Act by 2 changing Sections 1-20, 1-35, 35-25, 35-70, 45-35, 50-1, and 3 50-15 and repealing Section 50-30. 4 Be it enacted by the People of the State of Illinois, 5 represented in the General Assembly: 6 Section 5. The Limited Liability Company Act is amended 7 by changing Sections 1-20, 1-35, 35-25, 35-70, 45-35, 50-1, 8 and 50-15 as follows: 9 (805 ILCS 180/1-20) 10 Sec. 1-20. Assumed name. 11 (a) A limited liability company or a foreign limited 12 liability company admitted to transact business or making 13 application for admission to transact business in Illinois 14 may elect to adopt an assumed name that complies with the 15 requirements of Section 1-10 of this Act except (a)(1) shall 16 contain the term "limited liability company", "L.L.C.", or 17 "LLC". 18 (a-5) As used in this Act, "assumed name" means any name 19 other than the true limited liability company name, except 20 that the following do not constitute the use of an assumed 21 name under this Act: 22 (1) A limited liability company's identification of 23 its business with a trademark or service mark of which 24 the company is the owner or licensed user. 25 (2) The use of a name of a division, not containing 26 the word "limited", "liability", or "company" or an 27 abbreviation of one of those words, provided that the 28 limited liability company also clearly discloses its true 29 name. 30 (b) Before transacting any business in Illinois under an 31 assumed limited liability company name or names, the limited SB565 Engrossed -2- LRB9103877DJcb 1 liability company shall, for each assumed name, execute and 2 file in duplicate an application setting forth all of the 3 following: 4 (1) The true limited liability company name. 5 (2) The state or country under the laws of which it 6 is organized. 7 (3) That it intends to transact business under an 8 assumed limited liability company name. 9 (4) The assumed name that it proposes to use. 10 (c) The right to use an assumed name shall be effective 11 from the date of filing by the Secretary of State until the 12 first day of the anniversary month of the limited liability 13 company that falls within the next calendar year evenly 14 divisible by 5. However, if an application is filed within 15 the 2 months immediately preceding the anniversary month of a 16 limited liability company that falls within a calendar year 17 evenly divisible by 5, the right to use the assumed name 18 shall be effective until the first day of the anniversary 19 month of the limited liability company that falls within the 20 next succeeding calendar year evenly divisible by 5. 21 (d) A limited liability company shall renew the right to 22 use its assumed name or names, if any, within the 60 days 23 preceding the expiration of the right, for a period of 5 24 years, by making an election to do so at the time of filing 25 its annual report form and by paying the renewal fee as 26 prescribed by this Act. 27 (e) A limited liability company or foreign limited 28 liability company may change or cancel any or all of its 29 assumed names by executing and filing an application setting 30 forth all of the following: 31 (1) The true limited liability company name. 32 (2) The state or country under the laws of which it 33 is organized. 34 (3) That it intends to cease transacting business SB565 Engrossed -3- LRB9103877DJcb 1 under an assumed name by changing or cancelling it. 2 (4) The assumed name to be changed or cancelled. 3 (5) If the assumed name is to be changed, the 4 assumed name that the limited liability company proposes 5 to use. 6 (f) Upon the filing of an application to change an 7 assumed name, the limited liability company shall have the 8 right to use the assumed name for the balance of the period 9 authorized. 10 (g) The right to use an assumed name shall be cancelled 11 by the Secretary of State if any of the following occurs: 12 (1) The limited liability company fails to renew an 13 assumed name. 14 (2) The limited liability company has filed an 15 application to change or cancel the assumed name. 16 (3) A limited liability company has been dissolved. 17 (4) A foreign limited liability company has had its 18 admission to do business in Illinois revoked. 19 (h) Any limited liability company or foreign limited 20 liability company failing to pay the prescribed fee for 21 assumed name renewal when due and payable shall be given 22 notice of nonpayment by the Secretary of State by regular 23 mail. If the fee, together with a late fee of $100, is not 24 paid within 60 days after the notice is mailed, the right to 25 use the assumed name shall cease. Any limited liability 26 company or foreign limited liability company that puts forth 27 any sign or advertisement assuming any name other than that 28 under which it is organized or otherwise authorized by law to 29 act is guilty of a business offense and shall be fined not 30 less than $501 and not more than $1,000. A limited liability 31 company or foreign limited liability company shall be deemed 32 guilty of an additional offense for each day it shall 33 continue to so offend. Each limited liability company or 34 foreign limited liability company that fails or refuses (1) SB565 Engrossed -4- LRB9103877DJcb 1 to answer truthfully and fully within the time prescribed by 2 this Act interrogatories propounded by the Secretary of State 3 in accordance with this Act or (2) to perform any other act 4 required by this Act to be performed by the limited liability 5 company or foreign limited liability company is guilty of a 6 business offense and shall be fined not less than $501 and 7 not more than $1,000. 8 (Source: P.A. 87-1062.) 9 (805 ILCS 180/1-35) 10 Sec. 1-35. Registered office and registered agent. 11 (a) Each limited liability company and foreign limited 12 liability company shall continuously maintain in this State a 13 registered agent and registered office, which agent must be 14 an individual resident of this State, a domestic corporation, 15 or a foreign corporation having a place of business in, and 16 authorized to do business in, this State. If the agent is a 17 corporation, the corporation must be authorized by its 18 articles of incorporation to act as an agent. 19 (b) A limited liability company or foreign limited 20 liability company may change its registered agent or the 21 address of its registered office pursuant to Section 5-15. 22 (c) The registered agent may at any time resign by 23 filing in the Office of the Secretary of State written notice 24 thereof and by mailing a copy thereof to the limited 25 liability company or foreign limited liability company at its 26 principal office as it is known to the resigning registered 27 agent. The notice must be mailed at least 10 days before the 28 date of filing thereof with the Secretary of State. The 29 notice shall be executed by the registered agent, if an 30 individual, or by a principal officer, if the registered 31 agent is a corporation. The notice shall set forth all of 32 the following: 33 (1) The name of the limited liability company for SB565 Engrossed -5- LRB9103877DJcb 1 which the registered agent is acting. 2 (2) The name of the registered agent. 3 (3) The address, including street, number, city and 4 county of the limited liability company's then registered 5 office in this State. 6 (4) That the registered agent resigns. 7 (5) The effective date of the resignation, which 8 shall not be sooner than 30 days after the date of 9 filing. 10 (6) The address of the principal office of the 11 limited liability company as it is known to the 12 registered agent. 13 (7) A statement that a copy of the notice has been 14 sent by registered or certified mail to the principal 15 office of the limited liability company within the time 16 and in the manner prescribed by this Section. 17 (d) A new registered agent must be placed on record 18 within 60 days after a registered agent's notice of 19 resignation under this Section. 20 (Source: P.A. 90-424, eff. 1-1-98.) 21 (805 ILCS 180/35-25) 22 Sec. 35-25. Grounds of administrative dissolution. The 23 Secretary of State may dissolve any limited liability company 24 administratively if any of the following occur: 25 (1) it has failed to file its annual report and pay its 26 fee as required by this Act before the first day of the 27 anniversary month or, within 180 days of the anniversary day; 28 (2) it has failed to file in the Office of the Secretary 29 of State any report within 180 days of the date for filing 30 the report; or 31 (3) it has failed to appoint and maintain a registered 32 agent in Illinois within 60 days after a registered agent's 33 notice of resignation under Section 1-35. SB565 Engrossed -6- LRB9103877DJcb 1 (Source: P.A. 87-1062.) 2 (805 ILCS 180/35-70) 3 Sec. 35-70. Dissociated member's power to bind limited 4 liability company. For 2 years after a member dissociates 5 without the dissociation resulting in a dissolution and 6 winding up of a limited liability company's business, the 7 company, including a surviving company under Article 37, is 8 bound by an act of the dissociated member that would have 9 bound the company under Section 13-5 before dissociation only 10 if at the time of entering into the transaction the other 11 party: 12 (1) reasonably believed that the dissociated member was 13 then a member; and 14 (2) did not have notice of the member's dissociation.;15and16 (3) (blank).is not deemed to have had notice under17Section 35-15.18 (Source: P.A. 90-424, eff. 1-1-98.) 19 (805 ILCS 180/45-35) 20 Sec. 45-35. Revocation of admission. 21 (a) The admission of a foreign limited liability company 22 to transact business in this State may be revoked by the 23 Secretary of State upon the occurrence of any of the 24 following events: 25 (1) The foreign limited company has failed to: 26 (A) file its limited liability company annual 27 report within the time required by Section 50-1 or 28 has failed to pay any fees or penalties prescribed 29 by this Article; 30 (B) appoint and maintain a registered agent in 31 Illinois within 60 days after a registered agent's 32 notice of resignation under Section 1-35as requiredSB565 Engrossed -7- LRB9103877DJcb 1by this Article; 2 (C) file a report upon any change in the name 3 or business address of the registered agent; 4 (D) file in the Office of the Secretary of 5 State any amendment to its application for admission 6 as specified in Section 45-25; or 7 (E) renew its assumed name, or to apply to 8 change its assumed name under this Act, when the 9 limited liability company may only transact business 10 within this State under its assumed name. 11 (2) A misrepresentation has been made of any 12 material matter in any application, report, affidavit, or 13 other document submitted by the foreign limited liability 14 company under this Article. 15 (b) The admission of a foreign limited liability company 16 shall not be revoked by the Secretary of State unless all of 17 the following occur: 18 (1) The Secretary of State has given the foreign 19 limited liability company not less than 60 days' notice 20 thereof by mail addressed to its registered office in 21 this State or, if the foreign limited liability company 22 fails to appoint and maintain a registered agent in this 23 State, addressed to the office required to be maintained 24 under paragraph (5) of subsection (a) of Section 45-5. 25 (2) During that 60 day period, the foreign limited 26 liability company has failed to file the limited 27 liability company report, to pay fees or penalties, to 28 file a report of change regarding the registered agent, 29 to file any amendment, or to correct any 30 misrepresentation. 31 (c) Upon the expiration of 60 days after the mailing of 32 the notice, the admission of the foreign limited liability 33 company to transact business in this State shall cease. 34 (Source: P.A. 90-424, eff. 1-1-98.) SB565 Engrossed -8- LRB9103877DJcb 1 (805 ILCS 180/50-1) 2 Sec. 50-1. Annual reports. 3 (a) Each limited liability company organized under the 4 laws of this State and each foreign limited liability company 5 admitted to transact business in this State shall file, 6 within the time prescribed by this Act, an annual report 7 setting forth all of the following: 8 (1) The name of the limited liability company. 9 (2) The address, including street and number or 10 rural route number, of its registered office in this 11 State and the name of its registered agent at that 12 addressand a statement of change of its registered13office or registered agent, or both, if any. 14 (3) The address, including street and number or 15 rural route number of its principal place of business. 16 (4) The names and addresses of its managers or, if 17 none, the members. 18 (5) Additional information that may be necessary or 19 appropriate in order to enable the Secretary of State to 20 administer this Act and to verify the proper amount of 21 fees payable by the limited liability company. 22 (6) The annual report shall be made on forms 23 prescribed and furnished by the Secretary of State, and 24 the information therein, required by paragraphs (1) 25 through (4) of subsection (a), both inclusive, shall be 26 given as of the date of execution of the annual report. 27 The annual report shall be executed by a manager or, if 28 none, a member designated by the members pursuant to 29 limited liability company action properly taken under 30 Section 15-1. 31 (b) The annual report, together with all fees and 32 charges prescribed by this Act, shall be delivered to the 33 Secretary of State within 60 days immediately preceding the 34 first day of the anniversary month. Proof to the satisfaction SB565 Engrossed -9- LRB9103877DJcb 1 of the Secretary of State that, before the first day of the 2 anniversary month of the limited liability company, the 3 report, together with all fees and charges as prescribed by 4 this Act, was deposited in the United States mail in a sealed 5 envelope, properly addressed, with postage prepaid, shall be 6 deemed a compliance with this requirement.The annual report,7together with all fees and charges as prescribed by this Act,8shall be deemed to be received by the Secretary of State upon9the date of actual receipt thereof by the Secretary of State.10If the Secretary of State finds that the report conforms to 11 the requirements of this Act, he or she shall file it. If 12 the Secretary of State finds that it does not so conform, he 13 or she shall promptly return it to the limited liability 14 company for any necessary corrections, in which event the 15 penalties prescribed for failure to file the report within 16 the time provided shall not apply if the report is corrected 17 to conform to the requirements of this Act and returned to 18 the Secretary of State within 6030days of the original due 19 date of the reportwas returned for corrections. 20 (Source: P.A. 90-424, eff. 1-1-98.) 21 (805 ILCS 180/50-15) 22 Sec. 50-15. Penalty. 23 (a) The Secretary of State shall declare any limited 24 liability company or foreign limited liability company to be 25 delinquent and not in good standing if any of the following 26 occur: 27 (1) It has failed to file its annual report and pay 28 the requisite fee as required by this Act before the 29 first day of the anniversary month in the year in which 30 it is due. 31 (2) It has failed to appoint and maintain a 32 registered agent in Illinois within 60 days of 33 notification of the Secretary of State by the resigning SB565 Engrossed -10- LRB9103877DJcb 1 registered agent. 2 (3) (Blank).It has failed to report its federal3employer identification number to the Secretary of State4within 90 days as specified in Section 50-30.5 (b) If the limited liability company or foreign limited 6 liability company has not corrected the default within the 7 time periods prescribed by this Act, the Secretary of State 8 shall be empowered to invoke any of the following penalties: 9 (1) For failure or refusal to comply with 10 subsection (a) of this Section within 60 days after the 11 due date, a penalty of $100 plus $50 for each month or 12 fraction thereof until returned to good standing or until 13 administratively dissolved by the Secretary of State. 14 (2) The Secretary of State shall not file any 15 additional documents, amendments, reports, or other 16 papers relating to any limited liability company or 17 foreign limited liability company organized under or 18 subject to the provisions of this Act until any 19 delinquency under subsection (a) is satisfied. 20 (3) In response to inquiries received in the Office 21 of the Secretary of State from any party regarding a 22 limited liability company that is delinquent, the 23 Secretary of State may show the limited liability company 24 as not in good standing. 25 (Source: P.A. 90-424, eff. 1-1-98.) 26 (805 ILCS 180/50-30 rep.) 27 Section 6. The Limited Liability Company Act is amended 28 by repealing Section 50-30.