Illinois General Assembly - Full Text of Public Act 098-0171
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Public Act 098-0171


 

Public Act 0171 98TH GENERAL ASSEMBLY

  
  
  

 


 
Public Act 098-0171
 
HB1048 EnrolledLRB098 04037 MLW 34057 b

    AN ACT concerning business.
 
    Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
 
    Section 5. The Business Corporation Act of 1983 is amended
by changing Sections 5.25 and 13.45 as follows:
 
    (805 ILCS 5/5.25)  (from Ch. 32, par. 5.25)
    Sec. 5.25. Service of process on domestic or foreign
corporation.
    (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.
    (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
        (2) Whenever the corporation's registered agent cannot
    with reasonable diligence be found at the registered office
    in this State, or
        (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
        (5) When the authority of a foreign corporation to
    transact business in this State has been revoked or
    withdrawn.
    (c) Service under subsection (b) shall be made by:
        (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
    served, by registered or certified mail:
            (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
        (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.
(Source: P.A. 92-33, eff. 7-1-01.)
 
    (805 ILCS 5/13.45)  (from Ch. 32, par. 13.45)
    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:
        (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:
            (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;
            (2) that it surrenders its authority to transact
        business in this State;
            (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
        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;
            (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;
            (5) the name of the corporation and the state or
        country under the laws of which it is organized;
            (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;
            (7) a statement of the amount of paid-in capital of
        the corporation as of the date of the final report; and
            (8) such additional information as may be
        necessary or appropriate in order to enable the
        Secretary of State to determine and assess any unpaid
        fees or franchise taxes payable by the foreign
        corporation as prescribed in this Act; or
        (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
        (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
    proper officer of the state or country under the laws of
    which the corporation or limited liability company was
    organized; or .
        (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.
    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
Secretary of State shall file the copy of the articles of
dissolution in his or her office.
    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.
(Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59,
eff. 7-1-03.)
 
    Section 10. The General Not For Profit Corporation Act of
1986 is amended by changing Section 105.25 as follows:
 
    (805 ILCS 105/105.25)  (from Ch. 32, par. 105.25)
    Sec. 105.25. Service of process on domestic or foreign
corporation.
    (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.
    (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
        (2) Whenever the corporation's registered agent cannot
    with reasonable diligence be found at the registered office
    in this State; or
        (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
        (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
        (4) When the authority of a foreign corporation to
    transact business has been revoked or withdrawn.
    (c) Service under subsection (b) shall be made by:
        (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;
        (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:
            (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
            (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
        (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.
(Source: P.A. 92-33, eff. 7-1-01.)
 
    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:
 
    (805 ILCS 180/1-50)
    Sec. 1-50. Service of process on limited liability company.
    (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.
    (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:
        (1) Whenever the limited liability company shall fail
    to appoint or maintain a registered agent in this State.
        (2) Whenever the limited liability company's
    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.
        (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:
        (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:
            (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
            (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.
        (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.
    (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 limited liability company
in any other manner now or hereafter permitted by law.
    (e) The Secretary of State shall keep, for a period of 5
years from the date of service, a record of all processes,
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.
(Source: P.A. 87-1062.)
 
    (805 ILCS 180/5-5)
    Sec. 5-5. Articles of organization.
    (a) The articles of organization shall set forth all of the
following:
        (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.
        (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
    for which limited liability companies may be organized
    under this Act.
        (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.
        (5.5) The duration of the limited liability company,
    which shall be perpetual unless otherwise stated.
        (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.
        (7) The name and address of each organizer.
        (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.)
 
    (805 ILCS 180/5-30)
    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.)
 
    (805 ILCS 180/35-25)
    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:
            (A) file its limited liability company annual
        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;
            (C) (blank); file a report upon any change in the
        name or business address of the registered agent;
            (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.
        (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
company shall not be revoked by the Secretary of State unless
all of the following occur:
        (1) The Secretary of State has given the foreign
    limited liability company not less than 60 days' notice
    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.
        (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.
    (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.
(Source: P.A. 95-515, eff. 8-28-07.)
 
    (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.
 
    (805 ILCS 180/45-40)
    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
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.
    (b) The application for withdrawal shall be in the form and
manner designated by the Secretary of State and shall be
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.
(Source: P.A. 87-1062.)
 
    (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.
(Source: P.A. 95-515, eff. 8-28-07.)
 
    Section 99. Effective date. This Act takes effect July 1,
2013.

Effective Date: 08/05/2013