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Public Act 094-0605
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| SB0468 Enrolled |
LRB094 10798 RXD 41271 b |
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AN ACT concerning business.
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Be it enacted by the People of the State of Illinois,
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represented in the General Assembly:
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Section 5. The Business Corporation Act of 1983 is amended |
by changing Sections 9.05, 9.20, 12.45, and 13.60, as follows:
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(805 ILCS 5/9.05) (from Ch. 32, par. 9.05)
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Sec. 9.05. Power of corporation to acquire its own shares.
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(a) A corporation may acquire its own shares, subject to |
limitations set
forth in Section 9.10 of this Act.
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(b) If a corporation acquires its own shares after the |
effective date of
this amendatory Act of 1993, the shares |
constitute treasury shares
until cancelled as provided by |
subsection (d) of this Section.
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(c) A corporation shall file a report under Section 14.25 |
of this
Act in the case of its acquisition of its own shares |
that occurs
either prior to January 1, 1991 or on or prior to |
the last day of the third
month immediately preceding the |
corporation's anniversary month in 1991. A
corporation shall |
file a report under Section 14.30 of this Act in the case
of |
its acquisition and cancellation of its own shares that occurs |
after
both December 31, 1990 and the last day of such third |
month. However, if the articles of incorporation provide that
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the
number of authorized shares is reduced by an acquisition |
and cancellation
of shares, then the corporation shall, within |
60 days after the date of
acquisition, execute and file in |
duplicate in accordance with Section 1.10 of
this Act, a |
statement of cancellation which sets forth:
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(1) The name of the corporation.
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(2) The aggregate number of shares which the |
corporation has authority
to issue, itemized by classes and |
series, if any, within a class before
giving effect to the |
cancellation.
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(3) The aggregate number of issued shares, itemized by |
classes and series,
if any, within a class before giving |
effect to the cancellation.
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(4) The number of shares cancelled, itemized by classes |
and series, if
any, within a class.
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(5) The aggregate number of shares which the |
corporation has the authority
to issue, itemized by classes |
and series, if any, within a class after giving
effect to |
the cancellation.
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(6) The aggregate number of issued shares, itemized by |
classes and series,
if any, within a class, after giving |
effect to the cancellation.
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(7) A statement, expressed in dollars, of the amount of |
the paid-in
capital of the corporation before giving effect |
to the cancellation.
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(8) A statement, expressed in dollars, of the amount of |
the paid-in
capital of the corporation after giving effect |
to the cancellation.
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Upon the filing of the statement of cancellation by the
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Secretary of State, the paid-in
capital of the corporation |
shall be deemed to be reduced by that part of
the paid-in |
capital which was, at the time of the cancellation,
represented |
by the shares so cancelled, to the extent of the cost from the |
paid-in capital of the reacquired and cancelled shares or a |
lesser amount as may be elected by the corporation, and the |
statement of cancellation
shall operate as an amendment to the |
articles of incorporation so as to
reduce the number of |
authorized shares by the number of shares so cancelled.
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(d) A corporation, by resolution of the board of directors, |
may cancel any
of its treasury shares. When cancelled, the |
shares shall constitute authorized
but unissued shares unless |
the articles of incorporation provide that the
shares shall not |
be reissued, in which case the number of authorized shares
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shall be reduced by the number of shares cancelled.
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(e) Until the report required by subsection (c) of this |
Section, or
the report required by Section 14.25 or Section |
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14.30 of this Act
reporting a reduction in paid-in capital, |
shall have been filed in
the office of the Secretary of State, |
the basis of the annual franchise tax
payable by the |
corporation shall not be reduced, provided, however, in no
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event shall the annual franchise tax for any taxable year be |
reduced if
such report is not filed prior to the first day of |
the anniversary month
or, in the case of a corporation which |
has established an extended
filing month, the extended filing |
month of that taxable year and before
payment of its annual |
franchise tax.
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(Source: P.A. 88-151.)
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(805 ILCS 5/9.20)
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Sec. 9.20. Reduction of paid-in capital.
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(a) A corporation may reduce its paid-in capital:
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(1) by resolution of its board of directors by charging |
against its
paid-in capital (i) the paid-in capital |
represented by shares acquired and
cancelled by the |
corporation as permitted by law, to the extent of the cost
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from
the paid-in capital of the reacquired and cancelled |
shares or a lesser amount
as may be elected by the |
corporation, (ii) dividends paid on preferred shares,
or |
(iii) distributions as liquidating dividends;
or
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(2) pursuant to an approved reorganization in |
bankruptcy that specifically
directs the reduction to be |
effected.
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(b) Notwithstanding anything to the contrary contained in |
this Act, at no
time shall the paid-in capital be reduced to an |
amount less than the aggregate
par value of all issued shares |
having a par value.
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(c) Until the report under Section 14.30 has been filed in |
the Office of the
Secretary of State showing a reduction in |
paid-in capital, the basis of the
annual franchise tax payable |
by the corporation shall not be reduced; provided,
however, |
that in no event shall the annual franchise tax for any taxable |
year
be reduced if the report is not filed prior to the first |
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day of the anniversary
month or, in the case of a corporation |
that has established an extended filing
month, the extended |
filing month of the corporation of that taxable year and
before |
payment of its annual franchise tax.
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(d) A corporation that reduced its paid-in capital after |
December 31,
1986 by one or more of the methods described in |
subsection (a)
may
report the reduction pursuant to Section |
14.30, subject to the restrictions of
subsections (b) and (c) |
of this Section.
A reduction in paid-in capital reported |
pursuant to this subsection shall have
no effect for any |
purpose under this Act with respect to a taxable year ending
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before the report is filed.
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(e) Nothing in this Section shall be construed to forbid |
any reduction in
paid-in capital to be effected under Section |
9.05 of this Act.
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(f) In the case of a vertical merger, the paid-in capital |
of a subsidiary
may be eliminated if either (1) it was created, |
totally funded, and
or wholly owned
by the parent or (2) the |
amount of the parent's investment in the subsidiary
was equal |
to or exceeded the subsidiary's paid-in capital.
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(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
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Sec. 12.45. Reinstatement following administrative |
dissolution.
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(a) A domestic corporation administratively dissolved |
under Section 12.40
may
be reinstated by the Secretary of State |
within five years following the
date of issuance of the |
certificate of dissolution upon:
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(1) The filing of an application for reinstatement.
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(2) The filing with the Secretary of State by the |
corporation of all
reports then due and theretofore |
becoming due.
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(3) The payment to the Secretary of State by the |
corporation of all fees,
franchise taxes, and penalties |
then due and theretofore becoming due.
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(b) The application for reinstatement shall be executed and |
filed in
duplicate in accordance with Section 1.10 of this Act |
and shall set forth:
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(1) The name of the corporation at the time of the |
issuance of the
certificate of dissolution.
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(2) If such name is not available for use as determined |
by the Secretary
of State at the time of filing the |
application for reinstatement, the name
of the corporation |
as changed, provided however, and any change of name
is |
properly effected pursuant to Section 10.05 and Section |
10.30 of this Act.
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(3) The date of the issuance of the certificate of |
dissolution.
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(4) The address, including street and number, or rural |
route number
of the registered office of the corporation |
upon reinstatement thereof, and
the name of its registered |
agent at such address upon the reinstatement of
the |
corporation, provided however, that any change from either |
the
registered office or the registered agent at the time |
of dissolution is
properly reported pursuant to Section |
5.10 of this Act.
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(c) When a dissolved corporation has complied with the |
provisions of this
Sec the Secretary of State shall file the |
application for reinstatement.
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(d) Upon the filing of the application for reinstatement, |
the corporate
existence shall be deemed to have continued |
without interruption from the
date of the issuance of the |
certificate of dissolution, and the corporation
shall stand |
revived with such powers, duties and obligations as if it had
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not been dissolved; and all acts and proceedings of its |
officers, directors
and shareholders, acting or purporting to |
act as such, which would have
been legal and valid but for such |
dissolution, shall stand ratified and
confirmed.
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(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 5/13.60) (from Ch. 32, par. 13.60)
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Sec. 13.60. Reinstatement following revocation.
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(a) A foreign corporation
revoked under Section 13.55 may |
be reinstated by the Secretary of State
within five years
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following the date of issuance of the certificate of
revocation |
upon:
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(1) The filing of an application for reinstatement.
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(2) The filing with the Secretary of State by the |
corporation of all
reports
then due and theretofore |
becoming due.
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(3) The payment to the Secretary of State by the |
corporation of all fees,
franchise taxes, and penalties |
then due and theretofore becoming due.
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(b) The application for reinstatement shall be executed and |
filed in
duplicate
in accordance with Section 1.10 of this Act |
and shall set forth:
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(1) The name of the corporation at the time of the |
issuance of the
certificate of revocation.
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(2) If such name is not available for use as determined |
by the Secretary
of State at the time of filing the |
application for reinstatement, the name
of the corporation |
as changed; provided, however, that any change of name
is |
properly effected pursuant to Section 13.30 and Section |
13.40 of this Act.
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(3) The date of the issuance of the certificate of |
revocation.
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(4) The address, including street and number, or rural |
route number,
of the registered
office of the corporation |
upon reinstatement thereof, and the name of its
registered |
agent at such address upon the reinstatement of the |
corporation;
provided, however, that any change from |
either the registered office or the
registered agent at the |
time of revocation is properly reported pursuant
to Section |
5.10 of this act.
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(c) When a revoked corporation has complied with the |
provisions of this
Section, the Secretary of State shall file |
the application for reinstatement.
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(d) Upon the filing of the application for reinstatement, |
the authority
of the corporation to transact business in this |
State shall be deemed to
have continued without interruption |
from the date of the issuance of the
certificate of revocation, |
and the corporation shall stand revived as if
its certificate |
of authority had not been revoked; and all acts and proceedings
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of its officers, directors and shareholders, acting or |
purporting to act
as such, which would have been legal and |
valid but for such revocation,
shall stand ratified and |
confirmed.
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(Source: P.A. 92-33, eff. 7-1-01.)
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Section 10. The General Not For Profit Corporation Act of |
1986 is amended by changing Sections 105.10, 112.45, 113.60, |
114.05, and 115.10 as follows:
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(805 ILCS 105/105.10) (from Ch. 32, par. 105.10)
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Sec. 105.10. Change of registered office or registered |
agent.
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(a) A domestic corporation or a foreign corporation
may |
from time to time change the address of its registered
office. |
A domestic corporation or a foreign corporation
shall change |
its registered agent if the office of
registered agent shall |
become vacant for any reason, or if
its registered agent |
becomes disqualified or incapacitated
to act, or if the |
corporation revokes the appointment of its
registered agent.
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(b) A domestic corporation or a foreign corporation may
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change the address of its registered office or change its
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registered agent, or both,
by so indicating on the statement of |
change on the annual report of that
corporation filed pursuant |
to Section 114.10 of this Act or
by executing and
filing in |
duplicate, in accordance with Section 101.10 of this Act, a
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statement setting forth:
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(1) the name of the corporation;
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(2) the address, including street and number, or rural |
route number,
of its then registered office;
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(3) if the address of its registered office be
changed, |
the address, including street and number, or rural route |
number,
to which the registered office is to be changed;
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(4) the name of its then registered agent;
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(5) if its registered agent be changed, the name of
its |
successor registered agent;
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(6) that the address of its registered office and the
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address of the business office of its registered agent, as
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changed, will be identical;
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(7) that such change was authorized by resolution duly
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adopted by the board of directors.
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(c) (Blank).
A legible copy of the statement of change as |
on the annual report
returned by the Secretary of State shall |
be filed for record within the time
prescribed by this Act in |
the office of the Recorder of the county in which the
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registered office of the corporation in this State was situated |
before the
filing of the statement in the Office of the |
Secretary of State.
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(d) If the registered office is changed from one county to |
another
county, then the corporation shall also file for record |
within the time
prescribed by this Act in the office of the |
Recorder of the county to which
such registered office is |
changed:
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(1) In the case of a domestic corporation:
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(i) A copy of its articles of incorporation |
certified by the Secretary
of
State.
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(ii) A copy of the statement of change of address |
of its registered
office, certified by the Secretary of |
State.
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(2) In the case of a foreign corporation:
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(i) A copy of its application for authority to
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transact business in this
State, certified
by the |
Secretary of State.
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(ii) A copy of all amendments to such certificate |
of authority, if any,
likewise certified by the |
Secretary of State.
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(iii) A copy of the statement of change of address |
of its registered
office certified by the Secretary of |
State.
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(e) The change of address of the registered office, or
the
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change of registered agent, or both, as the case may be,
shall |
become effective upon the filing of such statement by
the |
Secretary of State.
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(Source: P.A. 91-357, eff. 7-29-99; 92-33, eff. 7-1-01.)
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(805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
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Sec. 112.45. Reinstatement following administrative
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dissolution.
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(a) A domestic corporation administratively
dissolved |
under Section 112.40 of this Act may be reinstated
by the |
Secretary of State within five years following the
date of |
issuance of the certificate of dissolution upon:
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(1) The filing of an application for reinstatement;
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(2) The filing with the Secretary of State by the
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corporation of all reports then due and theretofore |
becoming
due;
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(3) The payment to the Secretary of State by the
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corporation of all fees and penalties then due and
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theretofore becoming due.
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(b) The application for reinstatement shall be executed and
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filed in duplicate in accordance with Section 101.10 of this
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Act and shall set forth:
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(1) The name of the corporation at the time of the
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issuance of the certificate of dissolution;
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(2) If such name is not available for use as
determined |
by the Secretary of State at the time of filing
the |
application for reinstatement, the name of the
corporation |
as changed; provided, however, that any change
of name is |
properly effected pursuant to Section 110.05 and
Section |
110.30 of this Act;
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(3) The date of the issuance of the certificate of
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dissolution;
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(4) The address, including street and number, or rural |
route number, of
the registered office of the corporation |
upon reinstatement thereof, and
the name of its registered |
agent at such address upon the reinstatement of
the |
corporation, provided however, that any change from either |
the
registered office or the registered agent at the time |
of dissolution is
properly reported pursuant to Section |
105.10 of this Act.
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(c) When a dissolved corporation has complied with the
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provisions of this Section, the Secretary of State shall
file |
the application for reinstatement.
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(d) Upon the filing of the application for reinstatement,
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the corporate existence shall be deemed to have continued
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without interruption from the date of the issuance of the
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certificate of dissolution, and the corporation shall stand
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revived with such powers, duties and obligations as if it
had |
not been dissolved; and all acts and proceedings of its
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officers, directors and members, acting or purporting to act
as |
such, which would have been legal and valid but for such
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dissolution, shall stand ratified and confirmed.
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(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 105/113.60) (from Ch. 32, par. 113.60)
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Sec. 113.60. Reinstatement following revocation.
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(a) A
foreign corporation revoked under Section 113.55 of |
this Act
may be reinstated by the Secretary of State within |
five
years following the date of issuance of the certificate of
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revocation upon:
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(1) The filing of an application for reinstatement;
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(2) The filing with the Secretary of State by the
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corporation of all reports then due and theretofore |
becoming
due; and
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(3) The payment to the Secretary of State by the
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corporation of all fees and penalties then due and
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theretofore becoming due.
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(b) The application for reinstatement shall be executed and
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filed in duplicate in accordance with Section 101.10 of this
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Act and shall set forth:
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(1) The name of the corporation at the time of the
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issuance of the certificate of revocation;
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(2) If such name is not available for use as
determined |
by the Secretary of State at the time of filing
the |
application for reinstatement, the name of the
corporation |
as changed, or the assumed corporate name which
the |
corporation elects to adopt for use in this State in
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accordance with Section 104.05; provided, however, that |
any
change of name is properly effected pursuant to |
Sections
113.30 and Section 113.40 of this Act, and any |
adoption of
assumed corporate name is properly effected |
pursuant to
Section 104.15 of this Act;
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(3) The date of the issuance of the certificate of
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revocation; and
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(4) The address, including street and number, or rural |
route number,
of the registered office of the corporation |
upon
reinstatement thereof, and the name of its registered |
agent
at such address upon the reinstatement of the |
corporation;
provided, however, that any change from |
either the
registered office or the registered agent at the |
time of
revocation is properly reported pursuant to Section |
105.10
of this Act.
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(c) When a revoked corporation has complied with the
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provisions of this Section, the Secretary of State shall
file |
the application for reinstatement.
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(d) Upon the filing of the application for reinstatement,
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the authority of the corporation to conduct affairs in this
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State shall be deemed to have continued without interruption
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from the date of the issuance of the certificate of
revocation, |
and the corporation shall stand revived as if
its authority had |
not been revoked; and all
acts and proceedings of its officers, |
directors and members,
acting or purporting to act as such, |
which would have been
legal and valid but for such revocation, |
shall stand
ratified and confirmed.
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(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 105/114.05) (from Ch. 32, par. 114.05)
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Sec. 114.05. Annual report of domestic or foreign
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corporation. Each domestic corporation organized under this
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Act, and each foreign corporation authorized to conduct
affairs |
in this State, shall file, within the time
prescribed by this |
Act, an annual report setting forth:
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(a) The name of the corporation.
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(b) The address, including street and number, or rural |
route number, of
its registered office in this State, and the |
name of its
registered agent at such address and a statement of |
change of its registered
office or registered agent, or both, |
if any.
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(c) The address, including street and number, if any, of
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its principal office.
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(d) The names and respective addresses,
including street |
and number, or rural route number, of its directors and
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officers.
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(e) A brief statement of the character of the affairs which |
the
corporation is actually conducting from among the purposes |
authorized in
Section 103.05 of this Act.
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(f) Whether the corporation is a Condominium Association as
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established
under the Condominium Property Act, a Cooperative |
Housing Corporation
defined in Section 216 of the Internal |
Revenue Code of 1954 or a Homeowner
Association which |
administers a common-interest community as defined in
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subsection (c) of Section 9-102 of the Code of Civil Procedure.
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(g) Such additional information as may be necessary or
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appropriate in order to enable the Secretary of State to
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administer this Act and to verify the proper amount of fees
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payable by the corporation.
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Such annual report shall be made on forms prescribed and
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furnished by the Secretary of State, and the information
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therein required by subsections (a) to (d), both inclusive,
of |
this Section, shall be given as of the date of the
execution of |
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the annual report. It shall be executed by the
corporation by |
any authorized officer and verified by him or
her, or, if the |
corporation is in the hands of a receiver or
trustee, it shall |
be executed on behalf of the corporation
and verified by such |
receiver or trustee.
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(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
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(805 ILCS 105/115.10) (from Ch. 32, par. 115.10)
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Sec. 115.10. Fees for filing documents. The Secretary of |
State shall charge and collect for:
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(a) Filing articles of incorporation, $50.
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(b) Filing articles of amendment, $25, unless the amendment |
is a
restatement of the articles of incorporation, in which |
case the fee shall
be $100.
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(c) Filing articles of merger or consolidation, $25.
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(d) Filing articles of dissolution, $5.
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(e) Filing application to reserve a corporate name, $25.
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(f) Filing a notice of transfer or cancellation of a |
reserved corporate
name, $25.
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(g) Filing statement of change of address of registered |
office or change
of registered agent, or both, if other than on |
an annual report, $5.
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(h) Filing an application of a foreign corporation for |
authority to
conduct affairs in this State, $50.
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(i) Filing an application of a foreign corporation for
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amended authority to conduct affairs in this
State, $25.
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(j) Filing a copy of amendment to the articles of |
incorporation of a
foreign corporation holding authority to |
conduct affairs in this State, $25,
unless the amendment is a |
restatement of the articles of incorporation, in
which case the |
fee shall be $100.
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(k) Filing a copy of articles of merger of a foreign |
corporation holding
authority to conduct affairs in this State, |
$25.
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(l) Filing an application for withdrawal and final report |
or a copy of
articles of dissolution of a foreign corporation, |
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$5.
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(m) Filing an annual report of a domestic or foreign |
corporation, $5.
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(n) Filing an application for reinstatement of a domestic
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or a foreign corporation, $25.
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(o) Filing an application for use of an assumed corporate
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name,
$150 for each year or part thereof ending in 0 or 5, $120 |
for each year or part
thereof ending in 1 or 6, $90 for each |
year or part thereof ending in 2 or 7,
$60 for each year or part |
thereof ending in 3 or 8, $30 for each year or part
thereof |
ending in 4 or 9, and a renewal fee for each assumed corporate |
name,
$150.
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(p) Filing an application for change or cancellation of an |
assumed
corporate name, $5.
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(q) Filing an application to register the corporate name of
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a foreign corporation, $50; and an annual renewal fee for
the |
registered name, $50.
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(r) Filing an application for cancellation of a registered
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name of a foreign corporation, $5.
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(s) Filing a statement of correction, $25.
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(t) Filing an election to accept this Act, $25.
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(u) Filing any other statement or report, $5.
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(Source: P.A. 92-33, eff. 7-1-01; 92-651, eff. 7-11-02; 93-59, |
eff.
7-1-03.)
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Section 15. The Limited Liability Company Act is amended by |
changing Sections 1-35, 35-40, 45-65, 50-10, and 50-15 and by |
adding Sections 1-36 and 1-37 as follows:
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(805 ILCS 180/1-35)
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Sec. 1-35. Registered office and registered agent.
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(a) Each limited liability company and foreign limited
|
liability company shall continuously maintain in this State a
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registered agent and registered office, which agent must be
an |
individual resident of this State, a domestic corporation,
or a |
foreign corporation having a place of business in, and
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authorized to do business in, this State. If the agent is a
|
corporation, the corporation must be authorized by its
articles |
of incorporation to act as an agent.
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(b) A limited liability company or foreign limited
|
liability company may change its registered agent or the
|
address of its registered office pursuant to Section 1-36 and |
the registered agent of a limited liability company or a |
foreign limited liability company may change the address of its |
registered office pursuant to Section 1-37
5-15.
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(c) The registered agent may at any time resign by
filing |
in the Office of the Secretary of State written notice
thereof |
and by mailing a copy thereof to the limited
liability company |
or foreign limited liability company at its
principal office as |
it is known to the resigning registered
agent. The notice must |
be mailed at least 10 days before the
date of filing thereof |
with the Secretary of State. The
notice shall be executed by |
the registered agent, if an individual, or by a
principal |
officer, if the registered agent is a corporation. The notice
|
shall set forth all of the
following:
|
(1) The name of the limited
liability company for which |
the registered agent is acting.
|
(2) The name of the registered agent.
|
(3) The address,
including street, number, city and |
county of the limited
liability company's then registered |
office in this State.
|
(4) That the registered agent resigns.
|
(5) The effective date of the resignation,
which shall |
not be sooner than 30 days after the date
of filing.
|
(6) The address of the principal office of the
limited |
liability company as it is known to the registered
agent.
|
(7) A statement that a copy of the notice has been
sent |
by registered or certified mail to the principal office
of |
the limited liability company within the time and in the |
manner
prescribed by this Section.
|
(d) A new registered agent must be placed on record within |
60 days after a
registered agent's notice of resignation under |
|
this Section.
|
(Source: P.A. 90-424, eff. 1-1-98; 91-354, eff. 1-1-00.)
|
(805 ILCS 180/1-36 new) |
Sec. 1-36. Change of registered office or registered agent. |
(a) A domestic limited liability company or a foreign |
limited liability company may from time to time change the |
address of its registered office. A domestic limited liability |
company or a foreign limited liability company shall change its |
registered agent if the office of registered agent shall become |
vacant for any reason, or if its registered agent becomes |
disqualified or incapacitated to act.
|
(b) A domestic limited liability company or a foreign |
limited liability company may change the address of its |
registered office or change its registered agent, or both, by |
executing and filing, in duplicate, in accordance with Section |
5-45 of this Act a statement setting forth:
|
(1) The name of the limited liability company.
|
(2) The address, including street and number, or rural |
route number, of its then registered office.
|
(3) If the address of its registered office be changed, |
the address, including street and number, or rural route |
number, to which the registered office is to be changed.
|
(4) The name of its then registered agent.
|
(5) If its registered agent be changed, the name of its |
successor registered agent.
|
(6) That the address of its registered office and the |
address of the business office of its registered agent, as |
changed, will be identical.
|
(7) That such change was authorized by resolution duly |
adopted by the members or managers.
|
(c) The change of address of the registered office, or the |
change of registered agent, or both, as the case may be, shall |
become effective upon the filing of such statement by the |
Secretary of State.
|
|
(805 ILCS 180/1-37 new) |
Sec. 1-37. Change of address of registered agent. |
(a) A registered agent may change the address of the |
registered office of the domestic limited liability company or |
of the foreign limited liability company, for which he or she |
or it is a registered agent, to another address in this State, |
by filing, in duplicate, in accordance with Section 5-45 of |
this Act a statement setting forth:
|
(1) The name of the limited liability company.
|
(2) The address, including street and number, or rural |
route number, of its then registered office.
|
(3) The address, including street and number, or rural |
route number, to which the registered office is to be |
changed.
|
(4) The name of its registered agent.
|
(5) That the address of its registered office and the |
address of the business office of its registered agent, as |
changed, will be identical.
|
Such statement shall be executed by the registered agent.
|
(b) The change of address of the registered office shall |
become effective upon the filing of such statement by the |
Secretary of State.
|
(805 ILCS 180/35-40)
|
Sec. 35-40. Reinstatement following administrative
|
dissolution.
|
(a) A limited liability company administratively
dissolved |
under Section 35-25 may be reinstated by the
Secretary of State |
within 5 years following the date of
issuance of the notice of |
dissolution upon the occurrence of
all of the following:
|
(1) The filing of an application for
reinstatement.
|
(2) The filing with the Secretary of State by the
|
limited liability company of all reports then due and
|
theretofore becoming due.
|
(3) The payment to the Secretary of State by the
|
limited liability company of all fees and penalties then
|
|
due and theretofore becoming due.
|
(b) The application for reinstatement shall be executed
and |
filed in duplicate in accordance with Section 5-45 of
this Act |
and shall set forth all of the following:
|
(1) The name of the limited liability company at
the |
time of the issuance of the notice of dissolution.
|
(2) If the name is not available for use as
determined |
by the Secretary of State at the time of
filing the |
application for reinstatement, the name of
the limited |
liability company as changed, provided
that any change of |
name is properly effected under
Section 1-10 and Section |
5.25
1-15 of this Act.
|
(3) The date of issuance of the notice of
dissolution.
|
(4) The address, including street and number
or
rural |
route number of the registered office of the
limited |
liability company upon reinstatement thereof
and the name |
of its registered agent at that address
upon the |
reinstatement of the limited liability
company,
provided |
that any change from either the
registered office or the |
registered agent at the
time of
dissolution is properly |
reported under Section
1-35 of this Act.
|
(c) When a dissolved limited liability company has
complied |
with the provisions of the Section, the Secretary of
State |
shall file the application for
reinstatement.
|
(d) Upon the filing of the application for
reinstatement, |
the limited liability company existence shall
be deemed to have |
continued without interruption from the
date of the issuance of |
the notice of dissolution, and the
limited liability company |
shall stand revived with the
powers, duties, and obligations as |
if it had not been
dissolved; and all acts and proceedings of |
its members or
managers, acting or purporting to act in that |
capacity, that
would have been legal and valid but for the |
dissolution,
shall stand ratified and confirmed.
|
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 180/45-65)
|
|
Sec. 45-65. Reinstatement following revocation.
|
(a) A limited liability company whose admission has been |
revoked under
Section
45-35 may be reinstated by the Secretary |
of State within 5
years following the date of issuance of the |
certificate of revocation upon the
occurrence of all of the |
following:
|
(1) The filing of the application for reinstatement.
|
(2) The filing with the Secretary of State by the |
limited liability
company of
all reports then due and |
becoming due.
|
(3) The payment to the Secretary of State by the |
limited liability company
of
all fees and penalties then |
due and becoming due.
|
(b) The application for reinstatement shall be executed and |
filed in
duplicate
in accordance with Section 5-45 and shall |
set forth all of
the following:
|
(1) The name of the limited liability company at the |
time of the issuance
of the notice of revocation.
|
(2) If the name is not available for use as determined |
by the Secretary of
State at the time of filing the |
application for reinstatement, the name of
the limited |
liability company as changed, provided that any change is |
properly
effected under Sections 1-10 and 45-25.
|
(3) The date of the issuance of the notice of |
revocation.
|
(4) The address, including street and number or rural |
route number of the
registered office of the limited |
liability company upon reinstatement
and the name of its |
registered agent at that address upon the
reinstatement of |
the limited liability company, provided that any change |
from
either the registered office or the registered agent |
at the time of revocation
is properly reported under |
Section 1-35.
|
(c) When a limited liability company whose admission has |
been revoked has
complied with the provisions of this Section, |
the Secretary of
State shall file the application for
|
|
reinstatement.
|
(d) Upon the filing of the application for reinstatement: |
(i) the admission
of
the limited liability company to transact |
business in this State shall be
deemed to have continued |
without interruption from the date of the issuance of
the |
notice of revocation, (ii) the limited liability company shall
|
stand revived with the powers, duties, and obligations as if |
its admission had
not been revoked, and (iii) all acts and |
proceedings of its members or
managers, acting or purporting to |
act in that capacity, that would have been
legal and valid but |
for the revocation, shall stand ratified and
confirmed.
|
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 180/50-10)
|
Sec. 50-10. Fees.
|
(a) The Secretary of State shall charge and collect in
|
accordance with the provisions of this Act and rules
|
promulgated under its authority all of the following:
|
(1) Fees for filing documents.
|
(2) Miscellaneous charges.
|
(3) Fees for the sale of lists of filings and for |
copies
of any documents.
|
(b) The Secretary of State shall charge and collect for
all |
of the following:
|
(1) Filing articles of organization of limited
|
liability companies (domestic), application for
admission |
(foreign), and restated articles of
organization |
(domestic), $500.
|
(2) Filing amendments (domestic or foreign), :
|
(A) For other than change of registered agent name |
or registered
office,
or both, $150.
|
(B) For the purpose of changing the registered |
agent name or registered
office, or both, $35.
|
(3) Filing articles of dissolution or
application
for |
withdrawal, $100.
|
(4) Filing an application to reserve a name, $300.
|
|
(5) Renewal fee for reserved name, $100.
(Blank).
|
(6) Filing a notice of a transfer of a reserved
name, |
$100.
|
(7) Registration of a name, $300.
|
(8) Renewal of registration of a name, $100.
|
(9) Filing an application for use of an assumed
name |
under Section 1-20 of this Act, $150 for each
year or part |
thereof ending in 0 or 5, $120 for each year or
part |
thereof ending in 1 or 6, $90 for each year or part thereof |
ending in 2 or
7, $60 for each year or part thereof ending |
in 3 or 8, $30 for each year or
part thereof ending in 4 or |
9, and a renewal for each assumed name, $150.
|
(10) Filing an application for change of an assumed
|
name, $100.
|
(11) Filing an annual report of a limited liability
|
company or foreign limited liability company, $250, if
|
filed as required by this Act, plus a penalty if
|
delinquent.
|
(12) Filing an application for reinstatement of a
|
limited liability company or foreign limited liability
|
company
$500.
|
(13) Filing Articles of Merger, $100 plus $50 for each |
party to the
merger in excess of the first 2 parties.
|
(14) Filing an Agreement of Conversion or Statement of |
Conversion, $100.
|
(15) Filing a statement of change of address of |
registered office or change of registered agent, or both, |
or filing a statement of correction, $25.
|
(16) Filing a petition for refund, $15.
|
(17) Filing any other document, $100.
|
(c) The Secretary of State shall charge and collect all
of |
the following:
|
(1) For furnishing a copy or certified copy of any
|
document, instrument, or paper relating to a limited
|
liability company or foreign limited liability company,
or |
for a certificate, $25
$1 per page, but not less than $25, |
|
and $25 for the
certificate and for affixing the seal |
thereto.
|
(2) For the transfer of information by computer
process |
media to any purchaser, fees established by
rule.
|
(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 12-1-03; 93-59, |
eff. 7-1-03;
revised 9-5-03.)
|
(805 ILCS 180/50-15)
|
Sec. 50-15. Penalty.
|
(a) The Secretary of State shall declare any limited
|
liability company or foreign limited liability company to be
|
delinquent and not in good standing if any of the following
|
occur:
|
(1) It has failed to file its annual report and
pay the |
requisite fee as required by this Act before the
first day |
of the anniversary month in the year in which
it is due.
|
(2) It has failed to appoint and maintain a
registered |
agent in Illinois within 60 days of
notification of the |
Secretary of State by the resigning
registered agent.
|
(3) (Blank).
|
(b) If the limited liability company or foreign limited
|
liability company has not corrected the default within the
time |
periods prescribed by this Act, the Secretary of State
shall be |
empowered to invoke any of the following penalties:
|
(1) For failure or refusal to comply with
subsection |
(a) of this Section within 60 days after the
due date, a |
penalty of $300 plus $100 for each year or fraction thereof |
beginning with the second year of delinquency until |
returned to good standing or until reinstatement is |
effected.
|
(2) The Secretary of State shall not file any
|
additional documents, amendments, reports, or other
papers |
relating to any limited liability company or
foreign |
limited liability company organized under or
subject to the |
provisions of this Act until any
delinquency under |
subsection (a) is satisfied.
|