State Government Administration Committee
Filed: 5/18/2005
 
 

 




 

 		












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1

AMENDMENT TO SENATE BILL 468




2
    AMENDMENT NO. ______. Amend Senate Bill 468 by replacing 
3
everything after the enacting clause with the following:

 
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 
 


 






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60 days after the date of
acquisition, execute and file in 
2
duplicate in accordance with Section 1.10 of
this Act, a 
3
statement of cancellation which sets forth:


4
        (1) The name of the corporation.


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


9
        (3) The aggregate number of issued shares, itemized by 
10
    classes and series,
if any, within a class before giving 
11
    effect to the cancellation.


12
        (4) The number of shares cancelled, itemized by classes 
13
    and series, if
any, within a class.


14
        (5) The aggregate number of shares which the 
15
    corporation has the authority
to issue, itemized by classes 
16
    and series, if any, within a class after giving
effect to 
17
    the cancellation.


18
        (6) The aggregate number of issued shares, itemized by 
19
    classes and series,
if any, within a class, after giving 
20
    effect to the cancellation.


21
        (7) A statement, expressed in dollars, of the amount of 
22
    the paid-in
capital of the corporation before giving effect 
23
    to the cancellation.


24
        (8) A statement, expressed in dollars, of the amount of 
25
    the paid-in
capital of the corporation after giving effect 
26
    to the cancellation.

27
    Upon the filing of the statement of cancellation by the

28
Secretary of State, the paid-in
capital of the corporation 
29
shall be deemed to be reduced by that part of
the paid-in 
30
capital which was, at the time of the cancellation,
represented 
31
by the shares so cancelled, to the extent of the cost from the 
32
paid-in capital of the reacquired and cancelled shares or a 
33
lesser amount as may be elected by the corporation, and the 
34
statement of cancellation
shall operate as an amendment to the 
 


 






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articles of incorporation so as to
reduce the number of 
2
authorized shares by the number of shares so cancelled.

3
    (d) A corporation, by resolution of the board of directors, 
4
may cancel any
of its treasury shares.  When cancelled, the 
5
shares shall constitute authorized
but unissued shares unless 
6
the articles of incorporation provide that the
shares shall not 
7
be reissued, in which case the number of authorized shares

8
shall be reduced by the number of shares cancelled.

9
    (e) Until the report required by subsection (c) of this 
10
Section, or
the report required by Section 14.25 or Section 
11
14.30 of this Act
reporting a reduction in paid-in capital, 
12
shall have been filed in
the office of the Secretary of State, 
13
the basis of the annual franchise tax
payable by the 
14
corporation shall not be reduced, provided, however, in no

15
event shall the annual franchise tax for any taxable year be 
16
reduced if
such report is not filed prior to the first day of 
17
the anniversary month
or, in the case of a corporation which 
18
has established an extended
filing month, the extended filing 
19
month of that taxable year and before
payment of its annual 
20
franchise tax.

21
(Source: P.A. 88-151.)

 



22
    (805 ILCS 5/9.20)



23
    Sec. 9.20. Reduction of paid-in capital. 

24
    (a) A corporation may reduce its paid-in capital:


25
        (1) by resolution of its board of directors by charging 
26
    against its
paid-in capital (i) the paid-in capital 
27
    represented by shares acquired and
cancelled by the 
28
    corporation as permitted by law, to the extent of the cost

29
    from
the paid-in capital of the reacquired and cancelled 
30
    shares or a lesser amount
as may be elected by the 
31
    corporation, (ii) dividends paid on preferred shares,
or 
32
    (iii) distributions as liquidating dividends;
or


33
        (2) pursuant to an approved reorganization in 
 


 






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    bankruptcy that specifically
directs the reduction to be 
2
    effected.

3
    (b) Notwithstanding anything to the contrary contained in 
4
this Act, at no
time shall the paid-in capital be reduced to an 
5
amount less than the aggregate
par value of all issued shares 
6
having a par value.

7
    (c) Until the report under Section 14.30 has been filed in 
8
the Office of the
Secretary of State showing a reduction in 
9
paid-in capital, the basis of the
annual franchise tax payable 
10
by the corporation shall not be reduced; provided,
however, 
11
that in no event shall the annual franchise tax for any taxable 
12
year
be reduced if the report is not filed prior to the first 
13
day of the anniversary
month or, in the case of a corporation 
14
that has established an extended filing
month, the extended 
15
filing month of the corporation of that taxable year and
before 
16
payment of its annual franchise tax.

17
    (d) A corporation that reduced its paid-in capital after 
18
December 31,
1986 by one or more of the methods described in 
19
subsection (a)
may
report the reduction pursuant to Section 
20
14.30, subject to the restrictions of
subsections (b) and (c) 
21
of this Section.
A reduction in paid-in capital reported 
22
pursuant to this subsection shall have
no effect for any 
23
purpose under this Act with respect to a taxable year ending

24
before the report is filed.

25
    (e) Nothing in this Section shall be construed to forbid 
26
any reduction in
paid-in capital to be effected under Section 
27
9.05 of this Act.

28
    (f) In the case of a vertical merger, the paid-in capital 
29
of a subsidiary
may be eliminated if either (1) it was created, 
30
totally funded, and
or wholly owned
by the parent or (2) the 
31
amount of the parent's investment in the subsidiary
was equal 
32
to or exceeded the subsidiary's paid-in capital.

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

 



 


 






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



2
    Sec. 12.45. Reinstatement following administrative 
3
dissolution. 

4
    (a) A domestic corporation administratively dissolved 
5
under Section 12.40
may
be reinstated by the Secretary of State 
6
within five years following the
date of issuance of the 
7
certificate of dissolution upon:


8
        (1) The filing of an application for reinstatement.


9
        (2) The filing with the Secretary of State by the 
10
    corporation of all
reports then due and theretofore 
11
    becoming due.


12
        (3) The payment to the Secretary of State by the 
13
    corporation of all fees,
franchise taxes, and penalties 
14
    then due and theretofore becoming due.

15
    (b) The application for reinstatement shall be executed and 
16
filed in
duplicate in accordance with Section 1.10 of this Act 
17
and shall set forth:


18
        (1) The name of the corporation at the time of the 
19
    issuance of the
certificate of dissolution.


20
        (2) If such name is not available for use as determined 
21
    by the Secretary
of State at the time of filing the 
22
    application for reinstatement, the name
of the corporation 
23
    as changed, provided however, and any change of name
is 
24
    properly effected pursuant to Section 10.05 and Section 
25
    10.30 of this Act.


26
        (3) The date of the issuance of the certificate of 
27
    dissolution.


28
        (4) The address, including street and number, or rural 
29
    route number
of the registered office of the corporation 
30
    upon reinstatement thereof, and
the name of its registered 
31
    agent at such address upon the reinstatement of
the 
32
    corporation, provided however, that any change from either 
33
    the
registered office or the registered agent at the time 
34
    of dissolution is
properly reported pursuant to Section 
 


 






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    5.10 of this Act.

2
    (c) When a dissolved corporation has complied with the 
3
provisions of this
Sec the Secretary of State shall file the 
4
application for reinstatement.

5
    (d) Upon the filing of the application for reinstatement, 
6
the corporate
existence shall be deemed to have continued 
7
without interruption from the
date of the issuance of the 
8
certificate of dissolution, and the corporation
shall stand 
9
revived with such powers, duties and obligations as if it had

10
not been dissolved; and all acts and proceedings of its 
11
officers, directors
and shareholders, acting or purporting to 
12
act as such, which would have
been legal and valid but for such 
13
dissolution, shall stand ratified and
confirmed.

14
(Source: P.A. 92-33, eff. 7-1-01.)

 



15
    (805 ILCS 5/13.60)  (from Ch. 32, par. 13.60)



16
    Sec. 13.60. Reinstatement following revocation. 

17
    (a) A foreign corporation
revoked under Section 13.55 may 
18
be reinstated by the Secretary of State
within five years

19
following the date of issuance of the certificate of
revocation 
20
upon:


21
        (1) The filing of an application for reinstatement.


22
        (2) The filing with the Secretary of State by the 
23
    corporation of all
reports
then due and theretofore 
24
    becoming due.


25
        (3) The payment to the Secretary of State by the 
26
    corporation of all fees,
franchise taxes, and penalties 
27
    then due and theretofore becoming due.

28
    (b) The application for reinstatement shall be executed and 
29
filed in
duplicate
in accordance with Section 1.10 of this Act 
30
and shall set forth:


31
        (1) The name of the corporation at the time of the 
32
    issuance of the
certificate of revocation.


33
        (2) If such name is not available for use as determined 
 


 






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    by the Secretary
of State at the time of filing the 
2
    application for reinstatement, the name
of the corporation 
3
    as changed; provided, however, that any change of name
is 
4
    properly effected pursuant to Section 13.30 and Section 
5
    13.40 of this Act.


6
        (3) The date of the issuance of the certificate of 
7
    revocation.


8
        (4) The address, including street and number, or rural 
9
    route number,
of the registered
office of the corporation 
10
    upon reinstatement thereof, and the name of its
registered 
11
    agent at such address upon the reinstatement of the 
12
    corporation;
provided, however, that any change from 
13
    either the registered office or the
registered agent at the 
14
    time of revocation is properly reported pursuant
to Section 
15
    5.10 of this act.

16
    (c) When a revoked corporation has complied with the 
17
provisions of this
Section, the Secretary of State shall file 
18
the application for reinstatement.

19
    (d) Upon the filing of the application for reinstatement, 
20
the authority
of the corporation to transact business in this 
21
State shall be deemed to
have continued without interruption 
22
from the date of the issuance of the
certificate of revocation, 
23
and the corporation shall stand revived as if
its certificate 
24
of authority had not been revoked; and all acts and proceedings

25
of its officers, directors and shareholders, acting or 
26
purporting to act
as such, which would have been legal and 
27
valid but for such revocation,
shall stand ratified and 
28
confirmed.

29
(Source: P.A. 92-33, eff. 7-1-01.)

 
30
    Section 10. The General Not For Profit Corporation Act of 
31
1986 is amended  by changing Sections 105.10, 112.45, 113.60, 
32
114.05, and 115.10 as follows:
 



 


 






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



2
    Sec. 105.10. Change of registered office or registered 
3
agent. 

4
    (a) A domestic corporation or a foreign corporation
may 
5
from time to time change the address of its registered
office.  
6
A domestic corporation or a foreign corporation
shall change 
7
its registered agent if the office of
registered agent shall 
8
become vacant for any reason, or if
its registered agent 
9
becomes disqualified or incapacitated
to act, or if the 
10
corporation revokes the appointment of its
registered agent.

11
    (b) A domestic corporation or a foreign corporation may

12
change the address of its registered office or change its

13
registered agent, or both,
by so indicating on the statement of 
14
change on the annual report of that
corporation filed pursuant 
15
to Section 114.10 of this Act or
by executing and
filing in 
16
duplicate, in accordance with Section 101.10 of this Act, a

17
statement setting forth:


18
        (1) the name of the corporation;


19
        (2) the address, including street and number, or rural 
20
    route number,
of its then registered office;


21
        (3) if the address of its registered office be
changed, 
22
    the address, including street and number, or rural route 
23
    number,
to which the registered office is to be changed;


24
        (4) the name of its then registered agent;


25
        (5) if its registered agent be changed, the name of
its 
26
    successor registered agent;


27
        (6) that the address of its registered office and the

28
    address of the business office of its registered agent, as

29
    changed, will be identical;


30
        (7) that such change was authorized by resolution duly

31
    adopted by the board of directors.

32
    (c) (Blank).
A legible copy of the statement of change as 
33
on the annual report
returned by the Secretary of State shall 
34
be filed for record within the time
prescribed by this Act in 
 


 






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the office of the Recorder of the county in which the

2
registered office of the corporation in this State was situated 
3
before the
filing of the statement in the Office of the 
4
Secretary of State.

5
    (d) If the registered office is changed from one county to 
6
another
county, then the corporation shall also file for record 
7
within the time
prescribed by this Act in the office of the 
8
Recorder of the county to which
such registered office is 
9
changed:


10
        (1) In the case of a domestic corporation:


11
            (i) A copy of its articles of incorporation 
12
        certified by the Secretary
of
State.


13
            (ii) A copy of the statement of change of address 
14
        of its registered
office, certified by the Secretary of 
15
        State.


16
        (2) In the case of a foreign corporation:


17
            (i) A copy of its application for authority to

18
        transact business in this
State, certified
by the 
19
        Secretary of State.


20
            (ii) A copy of all amendments to such certificate 
21
        of authority, if any,
likewise certified by the 
22
        Secretary of State.


23
            (iii) A copy of the statement of change of address 
24
        of its registered
office certified by the Secretary of 
25
        State.

26
    (e) The change of address of the registered office, or
the

27
change of registered agent, or both, as the case may be,
shall 
28
become effective upon the filing of such statement by
the 
29
Secretary of State.

30
(Source: P.A. 91-357, eff. 7-29-99; 92-33, eff. 7-1-01.)

 



31
    (805 ILCS 105/112.45)  (from Ch. 32, par. 112.45)



32
    Sec. 112.45. Reinstatement following administrative

33
dissolution.

 


 






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    (a) A domestic corporation administratively
dissolved 
2
under Section 112.40 of this Act may be reinstated
by the 
3
Secretary of State within five years following the
date of 
4
issuance of the certificate of dissolution upon:


5
        (1) The filing of an application for reinstatement;


6
        (2) The filing with the Secretary of State by the

7
    corporation of all reports then due and theretofore 
8
    becoming
due;


9
        (3) The payment to the Secretary of State by the

10
    corporation of all fees and penalties then due and

11
    theretofore becoming due.

12
    (b) The application for reinstatement shall be executed and

13
filed in duplicate in accordance with Section 101.10 of this

14
Act and shall set forth:


15
        (1) The name of the corporation at the time of the

16
    issuance of the certificate of dissolution;


17
        (2) If such name is not available for use as
determined 
18
    by the Secretary of State at the time of filing
the 
19
    application for reinstatement, the name of the
corporation 
20
    as changed; provided, however, that any change
of name is 
21
    properly effected pursuant to Section 110.05 and
Section 
22
    110.30 of this Act;


23
        (3) The date of the issuance of the certificate of

24
    dissolution;


25
        (4) The address, including street and number, or rural 
26
    route number, of
the registered office of the corporation 
27
    upon reinstatement thereof, and
the name of its registered 
28
    agent at such address upon the reinstatement of
the 
29
    corporation, provided however, that any change from either 
30
    the
registered office or the registered agent at the time 
31
    of dissolution is
properly reported pursuant to Section 
32
    105.10 of this Act.

33
    (c) When a dissolved corporation has complied with the

34
provisions of this Section, the Secretary of State shall
file 
 


 






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the application for reinstatement.

2
    (d) Upon the filing of the application for reinstatement,

3
the corporate existence shall be deemed to have continued

4
without interruption from the date of the issuance of the

5
certificate of dissolution, and the corporation shall stand

6
revived with such powers, duties and obligations as if it
had 
7
not been dissolved; and all acts and proceedings of its

8
officers, directors and members, acting or purporting to act
as 
9
such, which would have been legal and valid but for such

10
dissolution, shall stand ratified and confirmed.

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

 



12
    (805 ILCS 105/113.60)  (from Ch. 32, par. 113.60)



13
    Sec. 113.60. Reinstatement following revocation. 

14
    (a) A
foreign corporation revoked under Section 113.55 of 
15
this Act
may be reinstated by the Secretary of State within 
16
five
years following the date of issuance of the certificate of

17
revocation upon:


18
        (1) The filing of an application for reinstatement;


19
        (2) The filing with the Secretary of State by the

20
    corporation of all reports then due and theretofore 
21
    becoming
due; and


22
        (3) The payment to the Secretary of State by the

23
    corporation of all fees and penalties then due and

24
    theretofore becoming due.

25
    (b) The application for reinstatement shall be executed and

26
filed in duplicate in accordance with Section 101.10 of this

27
Act and shall set forth:


28
        (1) The name of the corporation at the time of the

29
    issuance of the certificate of revocation;


30
        (2) If such name is not available for use as
determined 
31
    by the Secretary of State at the time of filing
the 
32
    application for reinstatement, the name of the
corporation 
33
    as changed, or the assumed corporate name which
the 
 


 






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    corporation elects to adopt for use in this State in

2
    accordance with Section 104.05; provided, however, that 
3
    any
change of name is properly effected pursuant to 
4
    Sections
113.30 and Section 113.40 of this Act, and any 
5
    adoption of
assumed corporate name is properly effected 
6
    pursuant to
Section 104.15 of this Act;


7
        (3) The date of the issuance of the certificate of

8
    revocation; and


9
        (4) The address, including street and number, or rural 
10
    route number,
of the registered office of the corporation 
11
    upon
reinstatement thereof, and the name of its registered 
12
    agent
at such address upon the reinstatement of the 
13
    corporation;
provided, however, that any change from 
14
    either the
registered office or the registered agent at the 
15
    time of
revocation is properly reported pursuant to Section 
16
    105.10
of this Act.

17
    (c) When a revoked corporation has complied with the

18
provisions of this Section, the Secretary of State shall
file 
19
the application for reinstatement.

20
    (d) Upon the filing of the application for reinstatement,

21
the authority of the corporation to conduct affairs in this

22
State shall be deemed to have continued without interruption

23
from the date of the issuance of the certificate of
revocation, 
24
and the corporation shall stand revived as if
its authority had 
25
not been revoked; and all
acts and proceedings of its officers, 
26
directors and members,
acting or purporting to act as such, 
27
which would have been
legal and valid but for such revocation, 
28
shall stand
ratified and confirmed.

29
(Source: P.A. 92-33, eff. 7-1-01.)

 



30
    (805 ILCS 105/114.05)  (from Ch. 32, par. 114.05)



31
    Sec. 114.05. Annual report of domestic or foreign

32
corporation.  Each domestic corporation organized under this

33
Act, and each foreign corporation authorized to conduct
affairs 
 


 






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1
in this State, shall file, within the time
prescribed by this 
2
Act, an annual report setting forth:

3
    (a) The name of the corporation.

4
    (b) The address, including street and number, or rural 
5
route number, of
its registered office in this State, and the 
6
name of its
registered agent at such address and a statement of 
7
change of its registered
office or registered agent, or both, 
8
if any.

9
    (c) The address, including street and number, if any, of

10
its principal office.

11
    (d) The names and respective addresses,
including street 
12
and number, or rural route number, of its directors and

13
officers.

14
    (e) A brief statement of the character of the affairs which 
15
the
corporation is actually conducting from among the purposes 
16
authorized in
Section 103.05 of this Act.

17
    (f) Whether the corporation is a Condominium Association as

18
established
under the Condominium Property Act, a Cooperative 
19
Housing Corporation
defined in Section 216 of the Internal 
20
Revenue Code of 1954 or a Homeowner
Association which 
21
administers a common-interest community as defined in

22
subsection (c) of Section 9-102 of the Code of Civil Procedure.

23
    (g) Such additional information as may be necessary or

24
appropriate in order to enable the Secretary of State to

25
administer this Act and to verify the proper amount of fees

26
payable by the corporation.

27
    Such annual report shall be made on forms prescribed and

28
furnished by the Secretary of State, and the information

29
therein required by subsections (a) to (d), both inclusive,
of 
30
this Section, shall be given as of the date of the
execution of 
31
the annual report.  It shall be executed by the
corporation by 
32
any authorized officer and verified by him or
her, or, if the 
33
corporation is in the hands of a receiver or
trustee, it shall 
34
be executed on behalf of the corporation
and verified by such 
 


 






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1
receiver or trustee.

2
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)

 



3
    (805 ILCS 105/115.10)  (from Ch. 32, par. 115.10)


4
    Sec. 115.10. Fees for filing documents. The Secretary of 
5
State shall charge and collect for:

6
    (a) Filing articles of incorporation, $50.

7
    (b) Filing articles of amendment, $25, unless the amendment 
8
is a
restatement of the articles of incorporation, in which 
9
case the fee shall
be $100.

10
    (c) Filing articles of merger or consolidation, $25.

11
    (d) Filing articles of dissolution, $5.

12
    (e) Filing application to reserve a corporate name, $25.

13
    (f) Filing a notice of transfer or cancellation of a 
14
reserved corporate
name, $25.

15
    (g) Filing statement of change of address of registered 
16
office or change
of registered agent, or both, if other than on 
17
an annual report, $5.

18
    (h) Filing an application of a foreign corporation for 
19
authority to
conduct affairs in this State, $50.

20
    (i) Filing an application of a foreign corporation for

21
amended authority to conduct affairs in this
State, $25.

22
    (j) Filing a copy of amendment to the articles of 
23
incorporation of a
foreign corporation holding authority to 
24
conduct affairs in this State, $25,
unless the amendment is a 
25
restatement of the articles of incorporation, in
which case the 
26
fee shall be $100.

27
    (k) Filing a copy of articles of merger of a foreign 
28
corporation holding
authority to conduct affairs in this State, 
29
$25.

30
    (l) Filing an application for withdrawal and final report 
31
or a copy of
articles of dissolution of a foreign corporation, 
32
$5.

33
    (m) Filing an annual report of a domestic or foreign 
 


 






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1
corporation, $5.

2
    (n) Filing an application for reinstatement of a domestic

3
or a foreign corporation, $25.

4
    (o) Filing an application for use of an assumed corporate

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

11
    (p) Filing an application for change or cancellation of an 
12
assumed
corporate name, $5.

13
    (q) Filing an application to register the corporate name of

14
a foreign corporation, $50; and an annual renewal fee for
the 
15
registered name, $50.

16
    (r) Filing an application for cancellation of a registered

17
name of a foreign corporation, $5.

18
    (s) Filing a statement of correction, $25.

19
    (t) Filing an election to accept this Act, $25.

20
    (u) Filing any other statement or report, $5.

21
(Source: P.A. 92-33, eff. 7-1-01; 92-651, eff. 7-11-02; 93-59, 
22
eff.
7-1-03.)


 
23
    Section 15. The Limited Liability Company Act is amended  by 
24
changing Sections 1-35, 35-40, 45-65, 50-10, and 50-15 and  by 
25
adding Sections 1-36 and 1-37 as follows:
 



26
    (805 ILCS 180/1-35)



27
    Sec. 1-35. Registered office and registered agent. 

28
    (a) Each limited liability company and foreign limited

29
liability company shall continuously maintain in this State a

30
registered agent and registered office, which agent must be
an 
31
individual resident of this State, a domestic corporation,
or a 
32
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.

 


 






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1
    (d) A new registered agent must be placed on record within 
2
60 days after a
registered agent's notice of resignation under 
3
this Section.

4
(Source: P.A. 90-424, eff. 1-1-98; 91-354, eff. 1-1-00.)

 
5
    (805 ILCS 180/1-36  new)
6
    Sec. 1-36. Change of registered office or registered agent.
7
    (a)  A domestic limited liability company or a foreign 
8
limited liability company may from time to time change the 
9
address of its registered office. A domestic limited liability 
10
company or a foreign limited liability company shall change its 
11
registered agent if the office of registered agent shall become 
12
vacant for any reason, or if its registered agent becomes 
13
disqualified or incapacitated to act.

14
    (b)  A domestic limited liability company or a foreign 
15
limited liability company may change the address of its 
16
registered office or change its registered agent, or both, by 
17
executing and filing, in duplicate, in accordance with Section 
18
5-45 of this Act a statement setting forth:

19
        (1) The name of the limited liability company.

20
        (2) The address, including street and number, or rural 
21
    route number, of its then registered office.

22
        (3) If the address of its registered office be changed, 
23
    the address, including street and number, or rural route 
24
    number, to which the registered office is to be changed.

25
        (4) The name of its then registered agent.

26
        (5) If its registered agent be changed, the name of its 
27
    successor registered agent.

28
        (6) That the address of its registered office and the 
29
    address of the business office of its registered agent, as 
30
    changed, will be identical.

31
        (7) That such change was authorized by resolution duly 
32
    adopted by the members or managers.

33
    (c) The change of address of the registered office, or the 
 


 






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1
change of registered agent, or both, as the case may be, shall 
2
become effective upon the filing of such statement by the 
3
Secretary of State.

 
4
    (805 ILCS 180/1-37  new)
5
    Sec. 1-37. Change of address of registered agent.
6
    (a) A registered agent may change the address of the 
7
registered office of the domestic limited liability company or 
8
of the foreign limited liability company, for which he or she 
9
or it is a registered agent, to another address in this State, 
10
by filing, in duplicate, in accordance with Section 5-45 of 
11
this Act a statement setting forth:

12
        (1) The name of the limited liability company.

13
        (2) The address, including street and number, or rural 
14
    route number, of its then registered office.

15
        (3) The address, including street and number, or rural 
16
    route number, to which the registered office is to be 
17
    changed.

18
        (4) The name of its registered agent.

19
        (5) That the address of its registered office and the 
20
    address of the business office of its registered agent, as 
21
    changed, will be identical.

22
Such statement shall be executed by the registered agent.

23
    (b) The change of address of the registered office shall 
24
become effective upon the filing of such statement by the 
25
Secretary of State.

 



26
    (805 ILCS 180/35-40)



27
    Sec. 35-40. Reinstatement following administrative

28
dissolution.

29
    (a) A limited liability company administratively
dissolved 
30
under Section 35-25 may be reinstated by the
Secretary of State 
31
within 5 years following the date of
issuance of the notice of 
32
dissolution upon the occurrence of
all of the following:


 


 






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


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

3
    limited liability company of all reports then due and

4
    theretofore becoming due.


5
        (3) The payment to the Secretary of State by the

6
    limited liability company of all fees and penalties then

7
    due and theretofore becoming due.

8
    (b) The application for reinstatement shall be executed
and 
9
filed in duplicate in accordance with Section 5-45 of
this Act 
10
and shall set forth all of the following:


11
        (1) The name of the limited liability company at
the 
12
    time of the issuance of the notice of dissolution.


13
        (2) If the name is not available for use as
determined 
14
    by the Secretary of State at the time of
filing the 
15
    application for reinstatement, the name of
the limited 
16
    liability company as changed, provided
that any change of 
17
    name is properly effected under
Section 1-10 and Section 
18
    5.25
1-15 of this Act.


19
        (3) The date of issuance of the notice of
dissolution.


20
        (4) The address, including street and number
or
rural 
21
    route number of the registered office of the
limited 
22
    liability company upon reinstatement thereof
and the name 
23
    of its registered agent at that address
upon the 
24
    reinstatement of the limited liability
company,
provided 
25
    that any change from either the
registered office or the 
26
    registered agent at the
time of
dissolution is properly 
27
    reported under Section
1-35 of this Act.

28
    (c) When a dissolved limited liability company has
complied 
29
with the provisions of the Section, the Secretary of
State 
30
shall file the application for
reinstatement.

31
    (d) Upon the filing of the application for
reinstatement, 
32
the limited liability company existence shall
be deemed to have 
33
continued without interruption from the
date of the issuance of 
34
the notice of dissolution, and the
limited liability company 
 


 






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1
shall stand revived with the
powers, duties, and obligations as 
2
if it had not been
dissolved; and all acts and proceedings of 
3
its members or
managers, acting or purporting to act in that 
4
capacity, that
would have been legal and valid but for the 
5
dissolution,
shall stand ratified and confirmed.

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

 



7
    (805 ILCS 180/45-65)



8
    Sec. 45-65. Reinstatement following revocation. 

9
    (a) A limited liability company whose admission has been 
10
revoked under
Section
45-35 may be reinstated by the Secretary 
11
of State within 5
years following the date of issuance of the 
12
certificate of revocation upon the
occurrence of all of the 
13
following:


14
        (1) The filing of the application for reinstatement.


15
        (2) The filing with the Secretary of State by the 
16
    limited liability
company of
all reports then due and 
17
    becoming due.


18
        (3) The payment to the Secretary of State by the 
19
    limited liability company
of
all fees and penalties then 
20
    due and becoming due.

21
    (b) The application for reinstatement shall be executed and 
22
filed in
duplicate
in accordance with Section 5-45 and shall 
23
set forth all of
the following:


24
        (1) The name of the limited liability company at the 
25
    time of the issuance
of the notice of revocation.


26
        (2) If the name is not available for use as determined 
27
    by the Secretary of
State at the time of filing the 
28
    application for reinstatement, the name of
the limited 
29
    liability company as changed, provided that any change is 
30
    properly
effected under Sections 1-10 and 45-25.


31
        (3) The date of the issuance of the notice of 
32
    revocation.


33
        (4) The address, including street and number or rural 
 


 






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1
    route number of the
registered office of the limited 
2
    liability company upon reinstatement
and the name of its 
3
    registered agent at that address upon the
reinstatement of 
4
    the limited liability company, provided that any change 
5
    from
either the registered office or the registered agent 
6
    at the time of revocation
is properly reported under 
7
    Section 1-35.

8
    (c) When a limited liability company whose admission has 
9
been revoked has
complied with the provisions of this Section, 
10
the Secretary of
State shall file the application for

11
reinstatement.

12
    (d) Upon the filing of the application for reinstatement: 
13
(i) the admission
of
the limited liability company to transact 
14
business in this State shall be
deemed to have continued 
15
without interruption from the date of the issuance of
the 
16
notice of revocation, (ii) the limited liability company shall

17
stand revived with the powers, duties, and obligations as if 
18
its admission had
not been revoked, and (iii) all acts and 
19
proceedings of its members or
managers, acting or purporting to 
20
act in that capacity, that would have been
legal and valid but 
21
for the revocation, shall stand ratified and
confirmed.

22
(Source: P.A. 92-33, eff. 7-1-01.)

 



23
    (805 ILCS 180/50-10)


24
    Sec. 50-10. Fees. 

25
    (a) The Secretary of State shall charge and collect in

26
accordance with the provisions of this Act and rules

27
promulgated under its authority all of the following:


28
        (1) Fees for filing documents.


29
        (2) Miscellaneous charges.


30
        (3) Fees for the sale of lists of filings and for 
31
    copies
of any documents.

32
    (b) The Secretary of State shall charge and collect for
all 
33
of the following:


 


 






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1
        (1) Filing articles of organization of limited

2
    liability companies (domestic), application for
admission 
3
    (foreign), and restated articles of
organization 
4
    (domestic), $500.


5
        (2) Filing amendments (domestic or foreign), :


6
            (A) For other than change of registered agent name 
7
        or registered
office,
or both, $150.


8
            (B) For the purpose of changing the registered 
9
        agent name or registered
office, or both, $35.


10
        (3) Filing articles of dissolution or
application
for 
11
    withdrawal, $100.


12
        (4) Filing an application to reserve a name, $300.


13
        (5) Renewal fee for reserved name, $100.
(Blank).


14
        (6) Filing a notice of a transfer of a reserved
name, 
15
    $100.


16
        (7) Registration of a name, $300.


17
        (8) Renewal of registration of a name, $100.


18
        (9) Filing an application for use of an assumed
name 
19
    under Section 1-20 of this Act, $150 for each
year or part 
20
    thereof ending in 0 or 5, $120 for each year or
part 
21
    thereof ending in 1 or 6, $90 for each year or part thereof 
22
    ending in 2 or
7, $60 for each year or part thereof ending 
23
    in 3 or 8, $30 for each year or
part thereof ending in 4 or 
24
    9, and a renewal for each assumed name, $150.


25
        (10) Filing an application for change of an assumed

26
    name, $100.


27
        (11) Filing an annual report of a limited liability

28
    company or foreign limited liability company, $250, if

29
    filed as required by this Act, plus a penalty if

30
    delinquent.


31
        (12) Filing an application for reinstatement of a

32
    limited liability company or foreign limited liability

33
    company
$500.


34
        (13) Filing Articles of Merger, $100 plus $50 for each 
 


 






09400SB0468ham001
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1
    party to the
merger in excess of the first 2 parties.


2
        (14) Filing an Agreement of Conversion or Statement of 
3
    Conversion, $100.


4
        (15) Filing a statement of change of address of 
5
    registered office or change of registered agent, or both, 
6
    or filing a statement of correction, $25.


7
        (16) Filing a petition for refund, $15.


8
        (17) Filing any other document, $100.

9
    (c) The Secretary of State shall charge and collect all
of 
10
the following:


11
        (1) For furnishing a copy or certified copy of any

12
    document, instrument, or paper relating to a limited

13
    liability company or foreign limited liability company,
or 
14
    for a certificate, $25
$1 per page, but not less than $25, 
15
    and $25 for the
certificate and for affixing the seal 
16
    thereto.


17
        (2) For the transfer of information by computer
process 
18
    media to any purchaser, fees established by
rule.

19
(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 12-1-03; 93-59, 
20
eff. 7-1-03;
revised 9-5-03.)

 



21
    (805 ILCS 180/50-15)


22
    Sec. 50-15. Penalty. 

23
    (a) The Secretary of State shall declare any limited

24
liability company or foreign limited liability company to be

25
delinquent and not in good standing if any of the following

26
occur:


27
        (1) It has failed to file its annual report and
pay the 
28
    requisite fee as required by this Act before the
first day 
29
    of the anniversary month in the year in which
it is due.


30
        (2) It has failed to appoint and maintain a
registered 
31
    agent in Illinois within 60 days of
notification of the 
32
    Secretary of State by the resigning
registered agent.


33
        (3) (Blank).

 


 






09400SB0468ham001
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1
    (b) If the limited liability company or foreign limited

2
liability company has not corrected the default within the
time 
3
periods prescribed by this Act, the Secretary of State
shall be 
4
empowered to invoke any of the following penalties:


5
        (1) For failure or refusal to comply with
subsection 
6
    (a) of this Section within 60 days after the
due date, a 
7
    penalty of $300 plus $100 for each year or fraction thereof 
8
    beginning with the second year of delinquency until 
9
    returned to good standing or until reinstatement is 
10
    effected.


11
        (2) The Secretary of State shall not file any

12
    additional documents, amendments, reports, or other
papers 
13
    relating to any limited liability company or
foreign 
14
    limited liability company organized under or
subject to the 
15
    provisions of this Act until any
delinquency under 
16
    subsection (a) is satisfied.


17
        (3) In response to inquiries received in the
Office of 
18
    the Secretary of State from any party
regarding a limited 
19
    liability company that is
delinquent, the Secretary of 
20
    State may show the limited
liability company as not in good 
21
    standing.

22
(Source: P.A. 93-32, eff. 12-1-03.)".