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1
    AN ACT concerning business.

 
2
    Be it enacted by the People of the State of Illinois,
 
3
represented in the General Assembly:


 
4
    Section 5. The Business Corporation Act of 1983 is amended  
5
by changing Sections 9.05, 9.20, 12.45, and 13.60, as follows:

 



6
    (805 ILCS 5/9.05)  (from Ch. 32, par. 9.05)



7
    Sec. 9.05. Power of corporation to acquire its own shares. 

8
    (a) A corporation may acquire its own shares, subject to 
9
limitations set
forth in Section 9.10 of this Act.

10
    (b) If a corporation acquires its own shares after the 
11
effective date of
this amendatory Act of 1993, the shares 
12
constitute treasury shares
until cancelled as provided by 
13
subsection (d) of this Section.

14
    (c) A corporation shall file a report under Section 14.25 
15
of this
Act in the case of its acquisition of its own shares 
16
that occurs
either prior to January 1, 1991 or on or prior to 
17
the last day of the third
month immediately preceding the 
18
corporation's anniversary month in 1991.  A
corporation shall 
19
file a report under Section 14.30 of this Act in the case
of 
20
its acquisition and cancellation of its own shares that occurs 
21
after
both December 31, 1990 and the last day of such third 
22
month.  However, if the articles of incorporation provide that

23
the
number of authorized shares is reduced by an acquisition 
24
and cancellation
of shares, then the corporation shall, within 
25
60 days after the date of
acquisition, execute and file in 
26
duplicate in accordance with Section 1.10 of
this Act, a 
27
statement of cancellation which sets forth:


28
        (1) The name of the corporation.


29
        (2) The aggregate number of shares which the 
30
    corporation has authority
to issue, itemized by classes and 
31
    series, if any, within a class before
giving effect to the 
32
    cancellation.


 


 






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        (3) The aggregate number of issued shares, itemized by 
2
    classes and series,
if any, within a class before giving 
3
    effect to the cancellation.


4
        (4) The number of shares cancelled, itemized by classes 
5
    and series, if
any, within a class.


6
        (5) The aggregate number of shares which the 
7
    corporation has the authority
to issue, itemized by classes 
8
    and series, if any, within a class after giving
effect to 
9
    the cancellation.


10
        (6) The aggregate number of issued shares, itemized by 
11
    classes and series,
if any, within a class, after giving 
12
    effect to the cancellation.


13
        (7) A statement, expressed in dollars, of the amount of 
14
    the paid-in
capital of the corporation before giving effect 
15
    to the cancellation.


16
        (8) A statement, expressed in dollars, of the amount of 
17
    the paid-in
capital of the corporation after giving effect 
18
    to the cancellation.

19
    Upon the filing of the statement of cancellation by the

20
Secretary of State, the paid-in
capital of the corporation 
21
shall be deemed to be reduced by that part of
the paid-in 
22
capital which was, at the time of the cancellation,
represented 
23
by the shares so cancelled, to the extent of the cost from the 
24
paid-in capital of the reacquired and cancelled shares or a 
25
lesser amount as may be elected by the corporation, and the 
26
statement of cancellation
shall operate as an amendment to the 
27
articles of incorporation so as to
reduce the number of 
28
authorized shares by the number of shares so cancelled.

29
    (d) A corporation, by resolution of the board of directors, 
30
may cancel any
of its treasury shares.  When cancelled, the 
31
shares shall constitute authorized
but unissued shares unless 
32
the articles of incorporation provide that the
shares shall not 
33
be reissued, in which case the number of authorized shares

34
shall be reduced by the number of shares cancelled.

35
    (e) Until the report required by subsection (c) of this 
36
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, 
2
shall have been filed in
the office of the Secretary of State, 
3
the basis of the annual franchise tax
payable by the 
4
corporation shall not be reduced, provided, however, in no

5
event shall the annual franchise tax for any taxable year be 
6
reduced if
such report is not filed prior to the first day of 
7
the anniversary month
or, in the case of a corporation which 
8
has established an extended
filing month, the extended filing 
9
month of that taxable year and before
payment of its annual 
10
franchise tax.

11
(Source: P.A. 88-151.)

 



12
    (805 ILCS 5/9.20)



13
    Sec. 9.20. Reduction of paid-in capital. 

14
    (a) A corporation may reduce its paid-in capital:


15
        (1) by resolution of its board of directors by charging 
16
    against its
paid-in capital (i) the paid-in capital 
17
    represented by shares acquired and
cancelled by the 
18
    corporation as permitted by law, to the extent of the cost

19
    from
the paid-in capital of the reacquired and cancelled 
20
    shares or a lesser amount
as may be elected by the 
21
    corporation, (ii) dividends paid on preferred shares,
or 
22
    (iii) distributions as liquidating dividends;
or


23
        (2) pursuant to an approved reorganization in 
24
    bankruptcy that specifically
directs the reduction to be 
25
    effected.

26
    (b) Notwithstanding anything to the contrary contained in 
27
this Act, at no
time shall the paid-in capital be reduced to an 
28
amount less than the aggregate
par value of all issued shares 
29
having a par value.

30
    (c) Until the report under Section 14.30 has been filed in 
31
the Office of the
Secretary of State showing a reduction in 
32
paid-in capital, the basis of the
annual franchise tax payable 
33
by the corporation shall not be reduced; provided,
however, 
34
that in no event shall the annual franchise tax for any taxable 
35
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 
2
that has established an extended filing
month, the extended 
3
filing month of the corporation of that taxable year and
before 
4
payment of its annual franchise tax.

5
    (d) A corporation that reduced its paid-in capital after 
6
December 31,
1986 by one or more of the methods described in 
7
subsection (a)
may
report the reduction pursuant to Section 
8
14.30, subject to the restrictions of
subsections (b) and (c) 
9
of this Section.
A reduction in paid-in capital reported 
10
pursuant to this subsection shall have
no effect for any 
11
purpose under this Act with respect to a taxable year ending

12
before the report is filed.

13
    (e) Nothing in this Section shall be construed to forbid 
14
any reduction in
paid-in capital to be effected under Section 
15
9.05 of this Act.

16
    (f) In the case of a vertical merger, the paid-in capital 
17
of a subsidiary
may be eliminated if either (1) it was created, 
18
totally funded, and
or wholly owned
by the parent or (2) the 
19
amount of the parent's investment in the subsidiary
was equal 
20
to or exceeded the subsidiary's paid-in capital.

21
(Source: P.A. 92-33, eff. 7-1-01.)

 



22
    (805 ILCS 5/12.45)  (from Ch. 32, par. 12.45)



23
    Sec. 12.45. Reinstatement following administrative 
24
dissolution. 

25
    (a) A domestic corporation administratively dissolved 
26
under Section 12.40
may
be reinstated by the Secretary of State 
27
within five years following the
date of issuance of the 
28
certificate of dissolution upon:


29
        (1) The filing of an application for reinstatement.


30
        (2) The filing with the Secretary of State by the 
31
    corporation of all
reports then due and theretofore 
32
    becoming due.


33
        (3) The payment to the Secretary of State by the 
34
    corporation of all fees,
franchise taxes, and penalties 
35
    then due and theretofore becoming due.

 


 






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    (b) The application for reinstatement shall be executed and 
2
filed in
duplicate in accordance with Section 1.10 of this Act 
3
and shall set forth:


4
        (1) The name of the corporation at the time of the 
5
    issuance of the
certificate of dissolution.


6
        (2) If such name is not available for use as determined 
7
    by the Secretary
of State at the time of filing the 
8
    application for reinstatement, the name
of the corporation 
9
    as changed, provided however, and any change of name
is 
10
    properly effected pursuant to Section 10.05 and Section 
11
    10.30 of this Act.


12
        (3) The date of the issuance of the certificate of 
13
    dissolution.


14
        (4) The address, including street and number, or rural 
15
    route number
of the registered office of the corporation 
16
    upon reinstatement thereof, and
the name of its registered 
17
    agent at such address upon the reinstatement of
the 
18
    corporation, provided however, that any change from either 
19
    the
registered office or the registered agent at the time 
20
    of dissolution is
properly reported pursuant to Section 
21
    5.10 of this Act.

22
    (c) When a dissolved corporation has complied with the 
23
provisions of this
Sec the Secretary of State shall file the 
24
application for reinstatement.

25
    (d) Upon the filing of the application for reinstatement, 
26
the corporate
existence shall be deemed to have continued 
27
without interruption from the
date of the issuance of the 
28
certificate of dissolution, and the corporation
shall stand 
29
revived with such powers, duties and obligations as if it had

30
not been dissolved; and all acts and proceedings of its 
31
officers, directors
and shareholders, acting or purporting to 
32
act as such, which would have
been legal and valid but for such 
33
dissolution, shall stand ratified and
confirmed.

34
(Source: P.A. 92-33, eff. 7-1-01.)

 



35
    (805 ILCS 5/13.60)  (from Ch. 32, par. 13.60)



 


 






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    Sec. 13.60. Reinstatement following revocation. 

2
    (a) A foreign corporation
revoked under Section 13.55 may 
3
be reinstated by the Secretary of State
within five years

4
following the date of issuance of the certificate of
revocation 
5
upon:


6
        (1) The filing of an application for reinstatement.


7
        (2) The filing with the Secretary of State by the 
8
    corporation of all
reports
then due and theretofore 
9
    becoming due.


10
        (3) The payment to the Secretary of State by the 
11
    corporation of all fees,
franchise taxes, and penalties 
12
    then due and theretofore becoming due.

13
    (b) The application for reinstatement shall be executed and 
14
filed in
duplicate
in accordance with Section 1.10 of this Act 
15
and shall set forth:


16
        (1) The name of the corporation at the time of the 
17
    issuance of the
certificate of revocation.


18
        (2) If such name is not available for use as determined 
19
    by the Secretary
of State at the time of filing the 
20
    application for reinstatement, the name
of the corporation 
21
    as changed; provided, however, that any change of name
is 
22
    properly effected pursuant to Section 13.30 and Section 
23
    13.40 of this Act.


24
        (3) The date of the issuance of the certificate of 
25
    revocation.


26
        (4) The address, including street and number, or rural 
27
    route number,
of the registered
office of the corporation 
28
    upon reinstatement thereof, and the name of its
registered 
29
    agent at such address upon the reinstatement of the 
30
    corporation;
provided, however, that any change from 
31
    either the registered office or the
registered agent at the 
32
    time of revocation is properly reported pursuant
to Section 
33
    5.10 of this act.

34
    (c) When a revoked corporation has complied with the 
35
provisions of this
Section, the Secretary of State shall file 
36
the application for reinstatement.

 


 






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    (d) Upon the filing of the application for reinstatement, 
2
the authority
of the corporation to transact business in this 
3
State shall be deemed to
have continued without interruption 
4
from the date of the issuance of the
certificate of revocation, 
5
and the corporation shall stand revived as if
its certificate 
6
of authority had not been revoked; and all acts and proceedings

7
of its officers, directors and shareholders, acting or 
8
purporting to act
as such, which would have been legal and 
9
valid but for such revocation,
shall stand ratified and 
10
confirmed.

11
(Source: P.A. 92-33, eff. 7-1-01.)

 
12
    Section 10. The General Not For Profit Corporation Act of 
13
1986 is amended  by changing Sections 105.10, 112.45, 113.60, 
14
114.05, and 115.10 as follows:
 



15
    (805 ILCS 105/105.10)  (from Ch. 32, par. 105.10)



16
    Sec. 105.10. Change of registered office or registered 
17
agent. 

18
    (a) A domestic corporation or a foreign corporation
may 
19
from time to time change the address of its registered
office.  
20
A domestic corporation or a foreign corporation
shall change 
21
its registered agent if the office of
registered agent shall 
22
become vacant for any reason, or if
its registered agent 
23
becomes disqualified or incapacitated
to act, or if the 
24
corporation revokes the appointment of its
registered agent.

25
    (b) A domestic corporation or a foreign corporation may

26
change the address of its registered office or change its

27
registered agent, or both,
by so indicating on the statement of 
28
change on the annual report of that
corporation filed pursuant 
29
to Section 114.10 of this Act or
by executing and
filing in 
30
duplicate, in accordance with Section 101.10 of this Act, a

31
statement setting forth:


32
        (1) the name of the corporation;


33
        (2) the address, including street and number, or rural 
34
    route number,
of its then registered office;


 


 






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        (3) if the address of its registered office be
changed, 
2
    the address, including street and number, or rural route 
3
    number,
to which the registered office is to be changed;


4
        (4) the name of its then registered agent;


5
        (5) if its registered agent be changed, the name of
its 
6
    successor registered agent;


7
        (6) that the address of its registered office and the

8
    address of the business office of its registered agent, as

9
    changed, will be identical;


10
        (7) that such change was authorized by resolution duly

11
    adopted by the board of directors.

12
    (c) (Blank).
A legible copy of the statement of change as 
13
on the annual report
returned by the Secretary of State shall 
14
be filed for record within the time
prescribed by this Act in 
15
the office of the Recorder of the county in which the

16
registered office of the corporation in this State was situated 
17
before the
filing of the statement in the Office of the 
18
Secretary of State.

19
    (d) If the registered office is changed from one county to 
20
another
county, then the corporation shall also file for record 
21
within the time
prescribed by this Act in the office of the 
22
Recorder of the county to which
such registered office is 
23
changed:


24
        (1) In the case of a domestic corporation:


25
            (i) A copy of its articles of incorporation 
26
        certified by the Secretary
of
State.


27
            (ii) A copy of the statement of change of address 
28
        of its registered
office, certified by the Secretary of 
29
        State.


30
        (2) In the case of a foreign corporation:


31
            (i) A copy of its application for authority to

32
        transact business in this
State, certified
by the 
33
        Secretary of State.


34
            (ii) A copy of all amendments to such certificate 
35
        of authority, if any,
likewise certified by the 
36
        Secretary of State.


 


 






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            (iii) A copy of the statement of change of address 
2
        of its registered
office certified by the Secretary of 
3
        State.

4
    (e) The change of address of the registered office, or
the

5
change of registered agent, or both, as the case may be,
shall 
6
become effective upon the filing of such statement by
the 
7
Secretary of State.

8
(Source: P.A. 91-357, eff. 7-29-99; 92-33, eff. 7-1-01.)

 



9
    (805 ILCS 105/112.45)  (from Ch. 32, par. 112.45)



10
    Sec. 112.45. Reinstatement following administrative

11
dissolution.

12
    (a) A domestic corporation administratively
dissolved 
13
under Section 112.40 of this Act may be reinstated
by the 
14
Secretary of State within five years following the
date of 
15
issuance of the certificate of dissolution upon:


16
        (1) The filing of an application for reinstatement;


17
        (2) The filing with the Secretary of State by the

18
    corporation of all reports then due and theretofore 
19
    becoming
due;


20
        (3) The payment to the Secretary of State by the

21
    corporation of all fees and penalties then due and

22
    theretofore becoming due.

23
    (b) The application for reinstatement shall be executed and

24
filed in duplicate in accordance with Section 101.10 of this

25
Act and shall set forth:


26
        (1) The name of the corporation at the time of the

27
    issuance of the certificate of dissolution;


28
        (2) If such name is not available for use as
determined 
29
    by the Secretary of State at the time of filing
the 
30
    application for reinstatement, the name of the
corporation 
31
    as changed; provided, however, that any change
of name is 
32
    properly effected pursuant to Section 110.05 and
Section 
33
    110.30 of this Act;


34
        (3) The date of the issuance of the certificate of

35
    dissolution;


 


 






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        (4) The address, including street and number, or rural 
2
    route number, of
the registered office of the corporation 
3
    upon reinstatement thereof, and
the name of its registered 
4
    agent at such address upon the reinstatement of
the 
5
    corporation, provided however, that any change from either 
6
    the
registered office or the registered agent at the time 
7
    of dissolution is
properly reported pursuant to Section 
8
    105.10 of this Act.

9
    (c) When a dissolved corporation has complied with the

10
provisions of this Section, the Secretary of State shall
file 
11
the application for reinstatement.

12
    (d) Upon the filing of the application for reinstatement,

13
the corporate existence shall be deemed to have continued

14
without interruption from the date of the issuance of the

15
certificate of dissolution, and the corporation shall stand

16
revived with such powers, duties and obligations as if it
had 
17
not been dissolved; and all acts and proceedings of its

18
officers, directors and members, acting or purporting to act
as 
19
such, which would have been legal and valid but for such

20
dissolution, shall stand ratified and confirmed.

21
(Source: P.A. 92-33, eff. 7-1-01.)

 



22
    (805 ILCS 105/113.60)  (from Ch. 32, par. 113.60)



23
    Sec. 113.60. Reinstatement following revocation. 

24
    (a) A
foreign corporation revoked under Section 113.55 of 
25
this Act
may be reinstated by the Secretary of State within 
26
five
years following the date of issuance of the certificate of

27
revocation upon:


28
        (1) The filing of an application for reinstatement;


29
        (2) The filing with the Secretary of State by the

30
    corporation of all reports then due and theretofore 
31
    becoming
due; and


32
        (3) The payment to the Secretary of State by the

33
    corporation of all fees and penalties then due and

34
    theretofore becoming due.

35
    (b) The application for reinstatement shall be executed and

 


 






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filed in duplicate in accordance with Section 101.10 of this

2
Act and shall set forth:


3
        (1) The name of the corporation at the time of the

4
    issuance of the certificate of revocation;


5
        (2) If such name is not available for use as
determined 
6
    by the Secretary of State at the time of filing
the 
7
    application for reinstatement, the name of the
corporation 
8
    as changed, or the assumed corporate name which
the 
9
    corporation elects to adopt for use in this State in

10
    accordance with Section 104.05; provided, however, that 
11
    any
change of name is properly effected pursuant to 
12
    Sections
113.30 and Section 113.40 of this Act, and any 
13
    adoption of
assumed corporate name is properly effected 
14
    pursuant to
Section 104.15 of this Act;


15
        (3) The date of the issuance of the certificate of

16
    revocation; and


17
        (4) The address, including street and number, or rural 
18
    route number,
of the registered office of the corporation 
19
    upon
reinstatement thereof, and the name of its registered 
20
    agent
at such address upon the reinstatement of the 
21
    corporation;
provided, however, that any change from 
22
    either the
registered office or the registered agent at the 
23
    time of
revocation is properly reported pursuant to Section 
24
    105.10
of this Act.

25
    (c) When a revoked corporation has complied with the

26
provisions of this Section, the Secretary of State shall
file 
27
the application for reinstatement.

28
    (d) Upon the filing of the application for reinstatement,

29
the authority of the corporation to conduct affairs in this

30
State shall be deemed to have continued without interruption

31
from the date of the issuance of the certificate of
revocation, 
32
and the corporation shall stand revived as if
its authority had 
33
not been revoked; and all
acts and proceedings of its officers, 
34
directors and members,
acting or purporting to act as such, 
35
which would have been
legal and valid but for such revocation, 
36
shall stand
ratified and confirmed.

 


 






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(Source: P.A. 92-33, eff. 7-1-01.)

 



2
    (805 ILCS 105/114.05)  (from Ch. 32, par. 114.05)



3
    Sec. 114.05. Annual report of domestic or foreign

4
corporation.  Each domestic corporation organized under this

5
Act, and each foreign corporation authorized to conduct
affairs 
6
in this State, shall file, within the time
prescribed by this 
7
Act, an annual report setting forth:

8
    (a) The name of the corporation.

9
    (b) The address, including street and number, or rural 
10
route number, of
its registered office in this State, and the 
11
name of its
registered agent at such address and a statement of 
12
change of its registered
office or registered agent, or both, 
13
if any.

14
    (c) The address, including street and number, if any, of

15
its principal office.

16
    (d) The names and respective addresses,
including street 
17
and number, or rural route number, of its directors and

18
officers.

19
    (e) A brief statement of the character of the affairs which 
20
the
corporation is actually conducting from among the purposes 
21
authorized in
Section 103.05 of this Act.

22
    (f) Whether the corporation is a Condominium Association as

23
established
under the Condominium Property Act, a Cooperative 
24
Housing Corporation
defined in Section 216 of the Internal 
25
Revenue Code of 1954 or a Homeowner
Association which 
26
administers a common-interest community as defined in

27
subsection (c) of Section 9-102 of the Code of Civil Procedure.

28
    (g) Such additional information as may be necessary or

29
appropriate in order to enable the Secretary of State to

30
administer this Act and to verify the proper amount of fees

31
payable by the corporation.

32
    Such annual report shall be made on forms prescribed and

33
furnished by the Secretary of State, and the information

34
therein required by subsections (a) to (d), both inclusive,
of 
35
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 
2
any authorized officer and verified by him or
her, or, if the 
3
corporation is in the hands of a receiver or
trustee, it shall 
4
be executed on behalf of the corporation
and verified by such 
5
receiver or trustee.

6
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)

 



7
    (805 ILCS 105/115.10)  (from Ch. 32, par. 115.10)


8
    Sec. 115.10. Fees for filing documents. The Secretary of 
9
State shall charge and collect for:

10
    (a) Filing articles of incorporation, $50.

11
    (b) Filing articles of amendment, $25, unless the amendment 
12
is a
restatement of the articles of incorporation, in which 
13
case the fee shall
be $100.

14
    (c) Filing articles of merger or consolidation, $25.

15
    (d) Filing articles of dissolution, $5.

16
    (e) Filing application to reserve a corporate name, $25.

17
    (f) Filing a notice of transfer or cancellation of a 
18
reserved corporate
name, $25.

19
    (g) Filing statement of change of address of registered 
20
office or change
of registered agent, or both, if other than on 
21
an annual report, $5.

22
    (h) Filing an application of a foreign corporation for 
23
authority to
conduct affairs in this State, $50.

24
    (i) Filing an application of a foreign corporation for

25
amended authority to conduct affairs in this
State, $25.

26
    (j) Filing a copy of amendment to the articles of 
27
incorporation of a
foreign corporation holding authority to 
28
conduct affairs in this State, $25,
unless the amendment is a 
29
restatement of the articles of incorporation, in
which case the 
30
fee shall be $100.

31
    (k) Filing a copy of articles of merger of a foreign 
32
corporation holding
authority to conduct affairs in this State, 
33
$25.

34
    (l) Filing an application for withdrawal and final report 
35
or a copy of
articles of dissolution of a foreign corporation, 
 


 






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1
$5.

2
    (m) Filing an annual report of a domestic or foreign 
3
corporation, $5.

4
    (n) Filing an application for reinstatement of a domestic

5
or a foreign corporation, $25.

6
    (o) Filing an application for use of an assumed corporate

7
name,
$150 for each year or part thereof ending in 0 or 5, $120 
8
for each year or part
thereof ending in 1 or 6, $90 for each 
9
year or part thereof ending in 2 or 7,
$60 for each year or part 
10
thereof ending in 3 or 8, $30 for each year or part
thereof 
11
ending in 4 or 9, and a renewal fee for each assumed corporate 
12
name,
$150.

13
    (p) Filing an application for change or cancellation of an 
14
assumed
corporate name, $5.

15
    (q) Filing an application to register the corporate name of

16
a foreign corporation, $50; and an annual renewal fee for
the 
17
registered name, $50.

18
    (r) Filing an application for cancellation of a registered

19
name of a foreign corporation, $5.

20
    (s) Filing a statement of correction, $25.

21
    (t) Filing an election to accept this Act, $25.

22
    (u) Filing any other statement or report, $5.

23
(Source: P.A. 92-33, eff. 7-1-01; 92-651, eff. 7-11-02; 93-59, 
24
eff.
7-1-03.)


 
25
    Section 15. The Limited Liability Company Act is amended  by 
26
changing Sections 1-35, 35-40, 45-65, 50-10, and 50-15 and  by 
27
adding Sections 1-36 and 1-37 as follows:
 



28
    (805 ILCS 180/1-35)



29
    Sec. 1-35. Registered office and registered agent. 

30
    (a) Each limited liability company and foreign limited

31
liability company shall continuously maintain in this State a

32
registered agent and registered office, which agent must be
an 
33
individual resident of this State, a domestic corporation,
or a 
34
foreign corporation having a place of business in, and

 


 






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1
authorized to do business in, this State.  If the agent is a

2
corporation, the corporation must be authorized by its
articles 
3
of incorporation to act as an agent.

4
    (b) A limited liability company or foreign limited

5
liability company may change its registered agent or the

6
address of its registered office pursuant to Section 1-36 and 
7
the registered agent of a limited liability company or a 
8
foreign limited liability company may change the address of its 
9
registered office pursuant to Section 1-37
5-15.

10
    (c) The registered agent may at any time resign by
filing 
11
in the Office of the Secretary of State written notice
thereof 
12
and by mailing a copy thereof to the limited
liability company 
13
or foreign limited liability company at its
principal office as 
14
it is known to the resigning registered
agent.  The notice must 
15
be mailed at least 10 days before the
date of filing thereof 
16
with the Secretary of State.  The
notice shall be executed by 
17
the registered agent, if an individual, or by a
principal 
18
officer, if the registered agent is a corporation.  The notice

19
shall set forth all of the
following:


20
        (1) The name of the limited
liability company for which 
21
    the registered agent is acting.


22
        (2) The name of the registered agent.


23
        (3) The address,
including street, number, city and 
24
    county of the limited
liability company's then registered 
25
    office in this State.


26
        (4) That the registered agent resigns.


27
        (5) The effective date of the resignation,
which shall 
28
    not be sooner than 30 days after the date
of filing.


29
        (6) The address of the principal office of the
limited 
30
    liability company as it is known to the registered
agent.


31
        (7) A statement that a copy of the notice has been
sent 
32
    by registered or certified mail to the principal office
of 
33
    the limited liability company within the time and in the 
34
    manner
prescribed by this Section.

35
    (d) A new registered agent must be placed on record within 
36
60 days after a
registered agent's notice of resignation under 
 


 






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1
this Section.

2
(Source: P.A. 90-424, eff. 1-1-98; 91-354, eff. 1-1-00.)

 
3
    (805 ILCS 180/1-36  new)
4
    Sec. 1-36. Change of registered office or registered agent.
5
    (a)  A domestic limited liability company or a foreign 
6
limited liability company may from time to time change the 
7
address of its registered office. A domestic limited liability 
8
company or a foreign limited liability company shall change its 
9
registered agent if the office of registered agent shall become 
10
vacant for any reason, or if its registered agent becomes 
11
disqualified or incapacitated to act.

12
    (b)  A domestic limited liability company or a foreign 
13
limited liability company may change the address of its 
14
registered office or change its registered agent, or both, by 
15
executing and filing, in duplicate, in accordance with Section 
16
5-45 of this Act a statement setting forth:

17
        (1) The name of the limited liability company.

18
        (2) The address, including street and number, or rural 
19
    route number, of its then registered office.

20
        (3) If the address of its registered office be changed, 
21
    the address, including street and number, or rural route 
22
    number, to which the registered office is to be changed.

23
        (4) The name of its then registered agent.

24
        (5) If its registered agent be changed, the name of its 
25
    successor registered agent.

26
        (6) That the address of its registered office and the 
27
    address of the business office of its registered agent, as 
28
    changed, will be identical.

29
        (7) That such change was authorized by resolution duly 
30
    adopted by the members or managers.

31
    (c) The change of address of the registered office, or the 
32
change of registered agent, or both, as the case may be, shall 
33
become effective upon the filing of such statement by the 
34
Secretary of State.

 
 


 






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1
    (805 ILCS 180/1-37  new)
2
    Sec. 1-37. Change of address of registered agent.
3
    (a) A registered agent may change the address of the 
4
registered office of the domestic limited liability company or 
5
of the foreign limited liability company, for which he or she 
6
or it is a registered agent, to another address in this State, 
7
by filing, in duplicate, in accordance with Section 5-45 of 
8
this Act a statement setting forth:

9
        (1) The name of the limited liability company.

10
        (2) The address, including street and number, or rural 
11
    route number, of its then registered office.

12
        (3) The address, including street and number, or rural 
13
    route number, to which the registered office is to be 
14
    changed.

15
        (4) The name of its registered agent.

16
        (5) That the address of its registered office and the 
17
    address of the business office of its registered agent, as 
18
    changed, will be identical.

19
Such statement shall be executed by the registered agent.

20
    (b) The change of address of the registered office shall 
21
become effective upon the filing of such statement by the 
22
Secretary of State.

 



23
    (805 ILCS 180/35-40)



24
    Sec. 35-40. Reinstatement following administrative

25
dissolution.

26
    (a) A limited liability company administratively
dissolved 
27
under Section 35-25 may be reinstated by the
Secretary of State 
28
within 5 years following the date of
issuance of the notice of 
29
dissolution upon the occurrence of
all of the following:


30
        (1) The filing of an application for
reinstatement.


31
        (2) The filing with the Secretary of State by the

32
    limited liability company of all reports then due and

33
    theretofore becoming due.


34
        (3) The payment to the Secretary of State by the

35
    limited liability company of all fees and penalties then

 


 






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1
    due and theretofore becoming due.

2
    (b) The application for reinstatement shall be executed
and 
3
filed in duplicate in accordance with Section 5-45 of
this Act 
4
and shall set forth all of the following:


5
        (1) The name of the limited liability company at
the 
6
    time of the issuance of the notice of dissolution.


7
        (2) If the name is not available for use as
determined 
8
    by the Secretary of State at the time of
filing the 
9
    application for reinstatement, the name of
the limited 
10
    liability company as changed, provided
that any change of 
11
    name is properly effected under
Section 1-10 and Section 
12
    5.25
1-15 of this Act.


13
        (3) The date of issuance of the notice of
dissolution.


14
        (4) The address, including street and number
or
rural 
15
    route number of the registered office of the
limited 
16
    liability company upon reinstatement thereof
and the name 
17
    of its registered agent at that address
upon the 
18
    reinstatement of the limited liability
company,
provided 
19
    that any change from either the
registered office or the 
20
    registered agent at the
time of
dissolution is properly 
21
    reported under Section
1-35 of this Act.

22
    (c) When a dissolved limited liability company has
complied 
23
with the provisions of the Section, the Secretary of
State 
24
shall file the application for
reinstatement.

25
    (d) Upon the filing of the application for
reinstatement, 
26
the limited liability company existence shall
be deemed to have 
27
continued without interruption from the
date of the issuance of 
28
the notice of dissolution, and the
limited liability company 
29
shall stand revived with the
powers, duties, and obligations as 
30
if it had not been
dissolved; and all acts and proceedings of 
31
its members or
managers, acting or purporting to act in that 
32
capacity, that
would have been legal and valid but for the 
33
dissolution,
shall stand ratified and confirmed.

34
(Source: P.A. 92-33, eff. 7-1-01.)

 



35
    (805 ILCS 180/45-65)



 


 






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1
    Sec. 45-65. Reinstatement following revocation. 

2
    (a) A limited liability company whose admission has been 
3
revoked under
Section
45-35 may be reinstated by the Secretary 
4
of State within 5
years following the date of issuance of the 
5
certificate of revocation upon the
occurrence of all of the 
6
following:


7
        (1) The filing of the application for reinstatement.


8
        (2) The filing with the Secretary of State by the 
9
    limited liability
company of
all reports then due and 
10
    becoming due.


11
        (3) The payment to the Secretary of State by the 
12
    limited liability company
of
all fees and penalties then 
13
    due and becoming due.

14
    (b) The application for reinstatement shall be executed and 
15
filed in
duplicate
in accordance with Section 5-45 and shall 
16
set forth all of
the following:


17
        (1) The name of the limited liability company at the 
18
    time of the issuance
of the notice of revocation.


19
        (2) If the name is not available for use as determined 
20
    by the Secretary of
State at the time of filing the 
21
    application for reinstatement, the name of
the limited 
22
    liability company as changed, provided that any change is 
23
    properly
effected under Sections 1-10 and 45-25.


24
        (3) The date of the issuance of the notice of 
25
    revocation.


26
        (4) The address, including street and number or rural 
27
    route number of the
registered office of the limited 
28
    liability company upon reinstatement
and the name of its 
29
    registered agent at that address upon the
reinstatement of 
30
    the limited liability company, provided that any change 
31
    from
either the registered office or the registered agent 
32
    at the time of revocation
is properly reported under 
33
    Section 1-35.

34
    (c) When a limited liability company whose admission has 
35
been revoked has
complied with the provisions of this Section, 
36
the Secretary of
State shall file the application for

 


 






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1
reinstatement.

2
    (d) Upon the filing of the application for reinstatement: 
3
(i) the admission
of
the limited liability company to transact 
4
business in this State shall be
deemed to have continued 
5
without interruption from the date of the issuance of
the 
6
notice of revocation, (ii) the limited liability company shall

7
stand revived with the powers, duties, and obligations as if 
8
its admission had
not been revoked, and (iii) all acts and 
9
proceedings of its members or
managers, acting or purporting to 
10
act in that capacity, that would have been
legal and valid but 
11
for the revocation, shall stand ratified and
confirmed.

12
(Source: P.A. 92-33, eff. 7-1-01.)

 



13
    (805 ILCS 180/50-10)


14
    Sec. 50-10. Fees. 

15
    (a) The Secretary of State shall charge and collect in

16
accordance with the provisions of this Act and rules

17
promulgated under its authority all of the following:


18
        (1) Fees for filing documents.


19
        (2) Miscellaneous charges.


20
        (3) Fees for the sale of lists of filings and for 
21
    copies
of any documents.

22
    (b) The Secretary of State shall charge and collect for
all 
23
of the following:


24
        (1) Filing articles of organization of limited

25
    liability companies (domestic), application for
admission 
26
    (foreign), and restated articles of
organization 
27
    (domestic), $500.


28
        (2) Filing amendments (domestic or foreign), :


29
            (A) For other than change of registered agent name 
30
        or registered
office,
or both, $150.


31
            (B) For the purpose of changing the registered 
32
        agent name or registered
office, or both, $35.


33
        (3) Filing articles of dissolution or
application
for 
34
    withdrawal, $100.


35
        (4) Filing an application to reserve a name, $300.


 


 






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1
        (5) Renewal fee for reserved name, $100.
(Blank).


2
        (6) Filing a notice of a transfer of a reserved
name, 
3
    $100.


4
        (7) Registration of a name, $300.


5
        (8) Renewal of registration of a name, $100.


6
        (9) Filing an application for use of an assumed
name 
7
    under Section 1-20 of this Act, $150 for each
year or part 
8
    thereof ending in 0 or 5, $120 for each year or
part 
9
    thereof ending in 1 or 6, $90 for each year or part thereof 
10
    ending in 2 or
7, $60 for each year or part thereof ending 
11
    in 3 or 8, $30 for each year or
part thereof ending in 4 or 
12
    9, and a renewal for each assumed name, $150.


13
        (10) Filing an application for change of an assumed

14
    name, $100.


15
        (11) Filing an annual report of a limited liability

16
    company or foreign limited liability company, $250, if

17
    filed as required by this Act, plus a penalty if

18
    delinquent.


19
        (12) Filing an application for reinstatement of a

20
    limited liability company or foreign limited liability

21
    company
$500.


22
        (13) Filing Articles of Merger, $100 plus $50 for each 
23
    party to the
merger in excess of the first 2 parties.


24
        (14) Filing an Agreement of Conversion or Statement of 
25
    Conversion, $100.


26
        (15) Filing a statement of change of address of 
27
    registered office or change of registered agent, or both, 
28
    or filing a statement of correction, $25.


29
        (16) Filing a petition for refund, $15.


30
        (17) Filing any other document, $100.

31
    (c) The Secretary of State shall charge and collect all
of 
32
the following:


33
        (1) For furnishing a copy or certified copy of any

34
    document, instrument, or paper relating to a limited

35
    liability company or foreign limited liability company,
or 
36
    for a certificate, $25
$1 per page, but not less than $25, 
 


 






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1
    and $25 for the
certificate and for affixing the seal 
2
    thereto.


3
        (2) For the transfer of information by computer
process 
4
    media to any purchaser, fees established by
rule.

5
(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 12-1-03; 93-59, 
6
eff. 7-1-03;
revised 9-5-03.)

 



7
    (805 ILCS 180/50-15)


8
    Sec. 50-15. Penalty. 

9
    (a) The Secretary of State shall declare any limited

10
liability company or foreign limited liability company to be

11
delinquent and not in good standing if any of the following

12
occur:


13
        (1) It has failed to file its annual report and
pay the 
14
    requisite fee as required by this Act before the
first day 
15
    of the anniversary month in the year in which
it is due.


16
        (2) It has failed to appoint and maintain a
registered 
17
    agent in Illinois within 60 days of
notification of the 
18
    Secretary of State by the resigning
registered agent.


19
        (3) (Blank).

20
    (b) If the limited liability company or foreign limited

21
liability company has not corrected the default within the
time 
22
periods prescribed by this Act, the Secretary of State
shall be 
23
empowered to invoke any of the following penalties:


24
        (1) For failure or refusal to comply with
subsection 
25
    (a) of this Section within 60 days after the
due date, a 
26
    penalty of $300 plus $100 for each year or fraction thereof 
27
    beginning with the second year of delinquency until 
28
    returned to good standing or until reinstatement is 
29
    effected.


30
        (2) The Secretary of State shall not file any

31
    additional documents, amendments, reports, or other
papers 
32
    relating to any limited liability company or
foreign 
33
    limited liability company organized under or
subject to the 
34
    provisions of this Act until any
delinquency under 
35
    subsection (a) is satisfied.


 


 






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        (3) In response to inquiries received in the
Office of 
2
    the Secretary of State from any party
regarding a limited 
3
    liability company that is
delinquent, the Secretary of 
4
    State may show the limited
liability company as not in good 
5
    standing.

6
(Source: P.A. 93-32, eff. 12-1-03.)