Rep. Frank J. Mautino

Filed: 4/23/2012

 

 


 

 


 
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1
AMENDMENT TO SENATE BILL 1691

2    AMENDMENT NO. ______. Amend Senate Bill 1691 by replacing
3everything after the enacting clause with the following:
 
4    "Section 5. The General Not For Profit Corporation Act of
51986 is amended by changing Section 115.15 as follows:
 
6    (805 ILCS 105/115.15)  (from Ch. 32, par. 115.15)
7    Sec. 115.15. Miscellaneous charges. The Secretary of State
8shall charge and collect:
9    (a) For furnishing a copy or certified copy of any
10document, instrument, or paper relating to a corporation, or
11for a certificate, $.50 per page, but not less than $5, and $5
12for the certificate and for affixing the seal thereto.
13    (b) At the time of any service of process, notice or demand
14on him or her as resident agent of a corporation, $10, which
15amount may be recovered as taxable costs by the party to the
16suit or action causing such service to be made if such party

 

 

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1prevails in the suit or action.
2(Source: P.A. 84-1423.)
 
3    Section 10. The Limited Liability Company Act is amended by
4changing Sections 1-5 and 50-10 and the heading of Article 37
5as follows:
 
6    (805 ILCS 180/1-5)
7    Sec. 1-5. Definitions. As used in this Act, unless the
8context otherwise requires:
9    "Anniversary" means that day every year exactly one or more
10years after: (i) the date the articles of organization filed
11under Section 5-5 of this Act were filed by the Office of the
12Secretary of State, in the case of a limited liability company;
13or (ii) the date the application for admission to transact
14business filed under Section 45-5 of this Act was filed by the
15Office of the Secretary of State, in the case of a foreign
16limited liability company.
17    "Anniversary month" means the month in which the
18anniversary of the limited liability company occurs.
19    "Articles of organization" means the articles of
20organization filed by the Secretary of State for the purpose of
21forming a limited liability company as specified in Article 5
22and all amendments thereto, whether evidenced by articles of
23amendment, articles of merger, or a statement of correction
24affecting the articles.

 

 

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1    "Assumed limited liability company name" means any limited
2liability company name other than the true limited liability
3company name, except that the identification by a limited
4liability company of its business with a trademark or service
5mark of which it is the owner or licensed user shall not
6constitute the use of an assumed name under this Act.
7    "Bankruptcy" means bankruptcy under the Federal Bankruptcy
8Code of 1978, Title 11, Chapter 7 of the United States Code.
9    "Business" includes every trade, occupation, profession,
10and other lawful purpose, whether or not carried on for profit.
11    "Contribution" means any cash, property, or services
12rendered or a promissory note or other binding obligation to
13contribute cash or property or to perform services, that a
14person contributes to the limited liability company in that
15person's capacity as a member.
16    "Court" includes every court and judge having jurisdiction
17in a case.
18    "Debtor in bankruptcy" means a person who is the subject of
19an order for relief under Title 11 of the United States Code, a
20comparable order under a successor statute of general
21application, or a comparable order under federal, state, or
22foreign law governing insolvency.
23    "Distribution" means a transfer of money, property, or
24other benefit from a limited liability company to a member in
25the member's capacity as a member or to a transferee of the
26member's distributional interest.

 

 

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1    "Distributional interest" means all of a member's interest
2in distributions by the limited liability company.
3    "Entity" means a person other than an individual.
4    "Federal employer identification number" means either (i)
5the federal employer identification number assigned by the
6Internal Revenue Service to the limited liability company or
7foreign limited liability company or (ii) in the case of a
8limited liability company or foreign limited liability company
9not required to have a federal employer identification number,
10any other number that may be assigned by the Internal Revenue
11Service for purposes of identification.
12    "Foreign limited liability company" means an
13unincorporated entity organized under laws other than the laws
14of this State that afford limited liability to its owners
15comparable to the liability under Section 10-10 and is not
16required to register to transact business under any law of this
17State other than this Act.
18    "Insolvent" means that a limited liability company is
19unable to pay its debts as they become due in the usual course
20of its business.
21    "Limited liability company" means a limited liability
22company organized under this Act.
23    "L3C" or "low-profit limited liability company" means a
24for-profit limited liability company which satisfies the
25requirements of Section 1-26 of this Act and does not have as a
26significant purpose the production of income or the

 

 

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1appreciation of property.
2    "Manager" means a person, whether or not a member of a
3manager-managed company, who is vested with authority under
4Section 13-5.
5    "Manager-managed company" means a limited liability
6company which is so designated in its articles of organization.
7    "Member" means a person who becomes a member of the limited
8liability company upon formation of the company or in the
9manner and at the time provided in the operating agreement or,
10if the operating agreement does not so provide, in the manner
11and at the time provided in this Act.
12    "Member-managed company" means a limited liability company
13other than a manager-managed company.
14    "Membership interest" means a member's rights in the
15limited liability company, including the member's right to
16receive distributions of the limited liability company's
17assets.
18    "Operating agreement" means the agreement under Section
1915-5 concerning the relations among the members, managers, and
20limited liability company. The term "operating agreement"
21includes amendments to the agreement.
22    "Organizer" means one of the signers of the original
23articles of organization.
24    "Person" means an individual, partnership, domestic or
25foreign limited partnership, limited liability company or
26foreign limited liability company, trust, estate, association,

 

 

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1corporation, governmental body, or other juridical being.
2    "Registered office" means that office maintained by the
3limited liability company in this State, the address, including
4street, number, city and county, of which is on file in the
5office of the Secretary of State, at which, any process,
6notice, or demand required or permitted by law may be served
7upon the registered agent of the limited liability company.
8    "Registered agent" means a person who is an agent for
9service of process on the limited liability company who is
10appointed by the limited liability company and whose address is
11the registered office of the limited liability company.
12    "Restated articles of organization" means the articles of
13organization restated as provided in Section 5-30.
14    "State" means a state, territory, or possession of the
15United States, the District of Columbia, or the Commonwealth of
16Puerto Rico.
17    "Transfer" includes an assignment, conveyance, deed, bill
18of sale, lease, mortgage, security interest, encumbrance, and
19gift.
20(Source: P.A. 96-126, eff. 1-1-10.)
 
21    (805 ILCS 180/Art. 37 heading)
22
Article 37. Conversions , and mergers , and series

 
23    (805 ILCS 180/50-10)
24    Sec. 50-10. Fees.

 

 

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1    (a) The Secretary of State shall charge and collect in
2accordance with the provisions of this Act and rules
3promulgated under its authority all of the following:
4        (1) Fees for filing documents.
5        (2) Miscellaneous charges.
6        (3) Fees for the sale of lists of filings and for
7    copies of any documents.
8    (b) The Secretary of State shall charge and collect for all
9of the following:
10        (1) Filing articles of organization (domestic),
11    application for admission (foreign), and restated articles
12    of organization (domestic), $500. Notwithstanding the
13    foregoing, the fee for filing articles of organization
14    (domestic), application for admission (foreign), and
15    restated articles of organization (domestic) in connection
16    with a limited liability company with ability to establish
17    a series pursuant to Section 37-40 of this Act is $750.
18        (2) Filing articles of amendment or an amended
19    application for admission amendments (domestic or
20    foreign), $150.
21        (3) Filing articles of dissolution or application for
22    withdrawal, $100.
23        (4) Filing an application to reserve a name, $300.
24        (5) Filing a notice of cancellation of a Renewal fee
25    for reserved name, $100.
26        (6) Filing a notice of a transfer of a reserved name,

 

 

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1    $100.
2        (7) Registration of a name, $300.
3        (8) Renewal of registration of a name, $100.
4        (9) Filing an application for use of an assumed name
5    under Section 1-20 of this Act, $150 for each year or part
6    thereof ending in 0 or 5, $120 for each year or part
7    thereof ending in 1 or 6, $90 for each year or part thereof
8    ending in 2 or 7, $60 for each year or part thereof ending
9    in 3 or 8, $30 for each year or part thereof ending in 4 or
10    9, and a renewal for each assumed name, $150.
11        (10) Filing an application for change or cancellation
12    of an assumed name, $100.
13        (11) Filing an annual report of a limited liability
14    company or foreign limited liability company, $250, if
15    filed as required by this Act, plus a penalty if
16    delinquent. Notwithstanding the foregoing, the fee for
17    filing an annual report of a limited liability company or
18    foreign limited liability company with ability to
19    establish series is $250 plus $50 for each series for which
20    a certificate of designation has been filed pursuant to
21    Section 37-40 of this Act and active on the last day of the
22    third month preceding the company's anniversary month,
23    plus a penalty if delinquent.
24        (12) Filing an application for reinstatement of a
25    limited liability company or foreign limited liability
26    company $500.

 

 

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1        (13) Filing Articles of Merger, $100 plus $50 for each
2    party to the merger in excess of the first 2 parties.
3        (14) Filing an Agreement of Conversion or Statement of
4    Conversion, $100.
5        (15) Filing a statement of change of address of
6    registered office or change of registered agent, or both,
7    or filing a statement of correction, $25.
8        (16) Filing a petition for refund, $15.
9        (17) Filing any other document, $100.
10        (18) Filing a certificate of designation of a limited
11    liability company with the ability to establish a series
12    pursuant to Section 37-40 of this Act, $50.
13    (c) The Secretary of State shall charge and collect all of
14the following:
15        (1) For furnishing a copy or certified copy of any
16    document, instrument, or paper relating to a limited
17    liability company or foreign limited liability company, or
18    for a certificate, $25.
19        (2) For the transfer of information by computer process
20    media to any purchaser, fees established by rule.
21(Source: P.A. 94-605, eff. 1-1-06; 94-607, eff. 8-16-05;
2295-331, eff. 8-21-07.)
 
23    Section 15. The Uniform Partnership Act (1997) is amended
24by changing Sections 105 and 108 and by adding Sections 105.5,
251004, 1005, and 1106 as follows:
 

 

 

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1    (805 ILCS 206/105)
2    Sec. 105. Execution, filing, and recording of statements.
3    (a) A statement may be filed in the office of the Secretary
4of State. A certified copy of a statement that is filed in an
5office in another State may be filed in the office of the
6Secretary of State. Either filing has the effect provided in
7this Act with respect to partnership property located in or
8transactions that occur in this State.
9    (b) A certified copy of a statement that has been filed in
10the office of the Secretary of State and recorded in the office
11for recording transfers of real property has the effect
12provided for recorded statements in this Act. A recorded
13statement that is not a certified copy of a statement filed in
14the office of the Secretary of State does not have the effect
15provided for recorded statements in this Act.
16    (c) A statement of qualification or foreign qualification
17filed by a partnership must be executed by at least 2 partners.
18Other statements must be executed by a partner or other person
19authorized by this Act. An individual who executes a statement
20as, or on behalf of, a partner or other person named as a
21partner in a statement shall personally declare under penalty
22of perjury that the contents of the statement are accurate.
23    (d) A person authorized by this Act to file a statement may
24amend or cancel the statement by filing an amendment or
25cancellation that names the partnership, identifies the

 

 

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1statement, and states the substance of the amendment or
2cancellation.
3    (e) A person who files a statement pursuant to this Section
4shall promptly send a copy of the statement to every nonfiling
5partner and to any other person named as a partner in the
6statement. Failure to send a copy of a statement to a partner
7or other person does not limit the effectiveness of the
8statement as to a person not a partner.
9    (f) The Secretary of State may collect a fee for filing or
10providing a certified copy of a statement as provided in
11Section 108. The officer responsible for recording transfers of
12real property may collect a fee for recording a statement.
13(Source: P.A. 92-740, eff. 1-1-03.)
 
14    (805 ILCS 206/105.5 new)
15    Sec. 105.5. Electronic filing. Documents or reports
16transmitted for filing electronically must include the name of
17the person making the submission. The inclusion shall
18constitute the affirmation or acknowledgement of the person,
19under penalties of perjury, that the instrument is his or her
20act and deed or the act and deed of the limited liability
21partnership, as the case may be, and that the facts stated
22therein are true. Compliance with this Section shall satisfy
23the signature provisions of Section 105 of this Act, which
24shall otherwise apply.
 

 

 

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1    (805 ILCS 206/108)
2    Sec. 108. Fees.
3    (a) The Secretary of State shall charge and collect in
4accordance with the provisions of this Act and rules
5promulgated under its authority:
6        (1) fees for filing documents;
7        (2) miscellaneous charges; and
8        (3) fees for the sale of lists of filings and for ,
9    copies of any documents, and the sale or release of any
10    information.
11    (b) The Secretary of State shall charge and collect:
12        (1) for furnishing a copy or certified copy of any
13    document, instrument, or paper relating to a registered
14    limited liability partnership, $1 per page, but not less
15    than $25, and $25 for the certificate and for affixing the
16    seal to the certificate;
17        (2) for the transfer of information by computer process
18    media to any purchaser, fees established by rule;
19        (3) for filing a statement of partnership authority,
20    $25;
21        (4) for filing a statement of denial, $25;
22        (5) for filing a statement of dissociation, $25;
23        (6) for filing a statement of dissolution, $100;
24        (7) for filing a statement of merger, $100;
25        (8) for filing a statement of qualification for a
26    limited liability partnership organized under the laws of

 

 

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1    this State, $100 for each partner, but in no event shall
2    the fee be less than $200 or exceed $5,000;
3        (9) for filing a statement of foreign qualification,
4    $500;
5        (10) for filing a renewal statement for a limited
6    liability partnership organized under the laws of this
7    State, $100 for each partner, but in no event shall the fee
8    be less than $200 or exceed $5,000;
9        (11) for filing a renewal statement for a foreign
10    limited liability partnership, $300; .
11        (12) for filing an amendment or cancellation of a
12    statement, $25;
13        (13) for filing a statement of withdrawal, $100;
14        (14) for the purposes of changing the registered agent
15    name or registered office, or both, $25; .
16        (15) for filing an application for reinstatement,
17    $200;
18        (16) for filing any other document, $25.
19    (c) All fees collected pursuant to this Act shall be
20deposited into the Division of Corporations Limited Liability
21Partnership Fund.
22    (d) There is hereby continued in the State treasury a
23special fund to be known as the Division of Corporations
24Limited Liability Partnership Fund. Moneys deposited into the
25Fund shall, subject to appropriation, be used by the Business
26Services Division of the Office of the Secretary of State to

 

 

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1administer the responsibilities of the Secretary of State under
2this Act. The balance of the Fund at the end of any fiscal year
3shall not exceed $200,000, and any amount in excess thereof
4shall be transferred to the General Revenue Fund.
5(Source: P.A. 92-740, eff. 1-1-03.)
 
6    (805 ILCS 206/1004 new)
7    Sec. 1004. Reinstatement of limited liability partnership
8status.
9    (a) A partnership whose status as a limited liability
10partnership or foreign limited liability partnership has
11expired as a result of the failure to file a renewal report
12required by Section 1003 may reinstate such status as a limited
13liability partnership or foreign limited liability partnership
14upon:
15        (1) the filing with the Secretary of State of an
16    application for reinstatement;
17        (2) the filing with the Secretary of State of all
18    reports then due and becoming due; and
19        (3) the payment to the Secretary of State of all fees
20    then due and becoming due.
21    (b) The application for reinstatement shall be executed and
22filed in duplicate in accordance with Section 105 and shall set
23forth all of the following:
24        (1) the name of the limited liability partnership at
25    the time of expiration;

 

 

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1        (2) the date of expiration;
2        (3) the name and address of the agent for service of
3    process; provided that any change to either the agent for
4    service of process or the address of the agent for service
5    of process is properly reported.
6    (c) When a partnership whose status as a limited liability
7partnership or foreign limited liability partnership has
8expired has complied with the provisions of this Section, the
9Secretary of State shall file the application for
10reinstatement.
11    (d) Upon filing of the application for reinstatement: (i)
12status as a limited liability partnership or foreign limited
13liability partnership shall be deemed to have continued without
14interruption from the date of expiration and shall stand
15revived with the powers, duties, and obligations, as if it had
16not expired, and (ii) all acts and proceedings of its partners,
17acting or purporting to act in that capacity, that would have
18been legal and valid but for the expiration shall stand
19ratified and confirmed.
 
20    (805 ILCS 206/1005 new)
21    Sec. 1005. Resignation of agent for service of process upon
22a limited liability partnership.
23    (a) The agent for service of process may at any time resign
24by filing in the Office of the Secretary of State written
25notice thereof and by mailing a copy thereof to the limited

 

 

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1liability partnership at its chief executive office. The notice
2must be mailed at least 10 days before the date of filing
3thereof with the Secretary of State. The notice shall be
4executed by the agent for service of process. The notice shall
5set forth all of the following:
6        (1) The name of the limited liability partnership for
7    which the agent for service of process is acting.
8        (2) The name of the agent for service of process.
9        (3) The address, including street, number, city, and
10    county of the limited liability partnership's then address
11    of its agent for service of process in this State.
12        (4) That the agent for service of process resigns.
13        (5) The effective date of the resignation, which shall
14    not be sooner than 30 days after the date of filing.
15        (6) The address of the chief executive office of the
16    limited liability partnership as it is known to the agent
17    for service of process.
18        (7) A statement that a copy of the notice has been sent
19    by registered or certified mail to the chief executive
20    office of the limited liability partnership within the time
21    and in the manner prescribed by this Section.
22    (b) A new agent for service of process must be placed on
23record within 60 days after an agent's notice of resignation
24under this Section.
 
25    (805 ILCS 206/1106 new)

 

 

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1    Sec. 1106. Resignation of agent for service of process upon
2a foreign limited liability partnership.
3    (a) The agent for service of process may at any time resign
4by filing in the Office of the Secretary of State written
5notice thereof and by mailing a copy thereof to the foreign
6limited liability partnership at its chief executive office.
7The notice must be mailed at least 10 days before the date of
8filing thereof with the Secretary of State. The notice shall be
9executed by the agent for service of process. The notice shall
10set forth all of the following:
11        (1) The name of the foreign limited liability
12    partnership for which the agent for service of process is
13    acting.
14        (2) The name of the agent for service of process.
15        (3) The address, including street, number, city, and
16    county of the foreign limited liability partnership's then
17    address of its agent for service of process in this State.
18        (4) That the agent for service of process resigns.
19        (5) The effective date of the resignation, which shall
20    not be sooner than 30 days after the date of filing.
21        (6) The address of the chief executive office of the
22    foreign limited liability partnership as it is known to the
23    agent for service of process.
24        (7) A statement that a copy of the notice has been sent
25    by registered or certified mail to the chief executive
26    office of the limited liability partnership within the time

 

 

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1    and in the manner prescribed by this Section.
2    (b) A new agent for service of process must be placed on
3record within 60 days after an agent's notice of resignation
4under this Section.
 
5    Section 20. The Uniform Limited Partnership Act (2001) is
6amended by changing Sections 116, 117, 202, 206, 809, 810, 906,
71302, and 1308 and by adding Sections 204.5, 902.5, and 906.5
8as follows:
 
9    (805 ILCS 215/116)
10    Sec. 116. Resignation of agent for service of process.
11    (a) The agent for service of process may at any time resign
12by filing in the Office of the Secretary of State written
13notice thereof and by mailing a copy thereof to the limited
14partnership or foreign limited partnership at its designated
15office and another copy to the principal office if the address
16of the office appears in the records of the Secretary of State
17and is different from the address of the designated office. The
18notice must be mailed at least 10 days before the date of
19filing thereof with the Secretary of State. The notice shall be
20executed by the agent for service of process. The notice shall
21set forth all of the following:
22        (1) The name of the limited partnership for which the
23    agent for service of process is acting.
24        (2) The name of the agent for service of process.

 

 

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1        (3) The address, including street, number, and city of
2    the limited partnership's then address of its agent for
3    service of process in this State.
4        (4) That the agent for service of process resigns.
5        (5) The effective date of the resignation, which shall
6    not be sooner than 30 days after the date of filing.
7        (6) The address of the designated office of the limited
8    partnership as it is known to the registered agent.
9        (7) A statement that a copy of the notice has been sent
10    by registered or certified mail to the designated office of
11    the limited partnership within the time and in the manner
12    prescribed by this Section.
13    (b) A new agent for service of process must be placed on
14record within 60 days after an agent's notice of resignation
15under this Section.
16    (a) In order to resign as an agent for service of process
17of a limited partnership or foreign limited partnership, the
18agent must deliver to the Secretary of State for filing a
19statement of resignation containing the name of the limited
20partnership or foreign limited partnership.
21    (b) After receiving a statement of resignation, the
22Secretary of State shall file it and mail a copy to the
23designated office of the limited partnership or foreign limited
24partnership and another copy to the principal office if the
25address of the office appears in the records of the Secretary
26of State and is different from the address of the designated

 

 

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1office.
2    (c) An agency for service of process is terminated on the
331st day after the Secretary of State files the statement of
4resignation.
5(Source: P.A. 93-967, eff. 1-1-05.)
 
6    (805 ILCS 215/117)
7    Sec. 117. Service of process.
8    (a) An agent for service of process appointed by a limited
9partnership or foreign limited partnership is an agent of the
10limited partnership or foreign limited partnership for service
11of any process, notice, or demand required or permitted by law
12to be served upon the limited partnership or foreign limited
13partnership.
14    (b) If a limited partnership or foreign limited partnership
15does not appoint or maintain an agent for service of process in
16this State or the agent for service of process cannot with
17reasonable diligence be found at the agent's address, the
18Secretary of State is an agent of the limited partnership or
19foreign limited partnership upon whom process, notice, or
20demand may be served.
21    (c) Service under subsection (b) shall be made by the
22person instituting the action by doing all of the following:
23        (1) serving upon the Secretary of State, or upon any
24    employee having responsibility for administering this Act,
25    a copy of the process, notice, or demand, together with any

 

 

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1    papers required by law to be delivered in connection with
2    service and paying the fee prescribed by Section 1302 of
3    this Act;
4        (2) transmitting notice of the service upon the
5    Secretary of State and a copy of the process, notice, or
6    demand and accompanying papers to the limited partnership
7    being served, by registered or certified mail:
8            (A) at the last address of the agent for service of
9        process for the limited partnership or foreign limited
10        partnership shown by the records on file in the Office
11        of the Secretary of State; and
12            (B) at the address the use of which the person
13        instituting the action, suit, or proceeding knows or,
14        on the basis of reasonable inquiry, has reason to
15        believe, is most likely to result in actual notice.
16        (3) attaching an affidavit of compliance with this
17    Section, in substantially the form that the Secretary of
18    State may by rule or regulation prescribe, to the process,
19    notice, or demand.
20    (c) Service of any process, notice, or demand on the
21Secretary of State may be made by delivering to and leaving
22with the Secretary of State duplicate copies of the process,
23notice, or demand. If a process, notice, or demand is served on
24the Secretary of State, the Secretary of State shall forward
25one of the copies by registered or certified mail, return
26receipt requested, to the limited partnership or foreign

 

 

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1limited partnership at its designated office. An affidavit of
2compliance with this Section, in substantially the form that
3the Secretary of State may prescribe by rule, shall be attached
4to the process, notice, or demand.
5    (d) Service is effected under subsection (c) at the
6earliest of:
7        (1) the date the limited partnership or foreign limited
8    partnership receives the process, notice, or demand;
9        (2) the date shown on the return receipt, if signed on
10    behalf of the limited partnership or foreign limited
11    partnership; or
12        (3) five days after the process, notice, or demand is
13    deposited in the mail, if mailed postpaid and correctly
14    addressed.
15    (e) The Secretary of State shall keep a record of each
16process, notice, and demand served pursuant to this Section and
17record the time of, and the action taken regarding, the
18service.
19    (f) This Section does not affect the right to serve
20process, notice, or demand in any other manner provided by law.
21(Source: P.A. 95-368, eff. 8-23-07.)
 
22    (805 ILCS 215/202)
23    Sec. 202. Amendment or restatement of certification.
24    (a) In order to amend its certificate of limited
25partnership, a limited partnership must deliver to the

 

 

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1Secretary of State for filing an amendment or, pursuant to
2Article 11, articles of merger stating:
3        (1) the name of the limited partnership;
4        (2) the date of filing of its initial certificate; and
5        (3) the changes the amendment makes to the certificate
6    as most recently amended or restated.
7    (b) A limited partnership shall promptly deliver to the
8Secretary of State for filing an amendment to a certificate of
9limited partnership to reflect:
10        (1) the admission of a new general partner;
11        (2) the dissociation of a person as a general partner;
12    or
13        (3) the appointment of a person to wind up the limited
14    partnership's activities under Section 803(c) or (d).
15    (c) A general partner that knows that any information in a
16filed certificate of limited partnership was false when the
17certificate was filed or has become false due to changed
18circumstances shall promptly:
19        (1) cause the certificate to be amended; or
20        (2) if appropriate, deliver to the Secretary of State
21    for filing a statement of change pursuant to Section 115 or
22    a statement of correction pursuant to Section 207.
23    (d) Except as provided in Section 210, a A certificate of
24limited partnership may be amended at any time for any other
25proper purpose as determined by the limited partnership.
26    (e) A restated certificate of limited partnership may be

 

 

09700SB1691ham002- 24 -LRB097 05260 KTG 68373 a

1delivered to the Secretary of State for filing in the same
2manner as an amendment. A restated certificate of limited
3partnership shall supersede the original certificate of
4limited partnership and all amendments thereto filed prior to
5the effective date of filing the restated certificate of
6limited partnership.
7    (f) Subject to Section 206(c), an amendment or restated
8certificate is effective when filed by the Secretary of State.
9(Source: P.A. 93-967, eff. 1-1-05.)
 
10    (805 ILCS 215/204.5 new)
11    Sec. 204.5. Electronic filing. Documents or reports
12transmitted for filing electronically must include the name of
13the person making the submission. The inclusion shall
14constitute the affirmation or acknowledgement of the person,
15under penalties of perjury, that the instrument is his or her
16act and deed or the act and deed of the limited partnership, as
17the case may be, and that the facts stated therein are true.
18Compliance with this Section shall satisfy the signature
19provisions of Section 204 of this Act, which shall otherwise
20apply.
 
21    (805 ILCS 215/206)
22    Sec. 206. Delivery to and filing of records by Secretary of
23State; effective time and date.
24    (a) A record authorized or required to be delivered to the

 

 

09700SB1691ham002- 25 -LRB097 05260 KTG 68373 a

1Secretary of State for filing under this Act must be captioned
2to describe the record's purpose, be in a medium permitted by
3the Secretary of State, and be delivered to the Secretary of
4State. Unless the Secretary of State determines that a record
5does not comply with the filing requirements of this Act, and
6if all filing fees have been paid, the Secretary of State shall
7file the record and:
8        (1) for a statement of dissociation, send:
9            (A) a copy of the filed statement and a receipt for
10        the fees to the person which the statement indicates
11        has dissociated as a general partner; and
12            (B) a copy of the filed statement and receipt to
13        the limited partnership;
14        (2) for a statement of withdrawal, send:
15            (A) a copy of the filed statement and a receipt for
16        the fees to the person on whose behalf the record was
17        filed; and
18            (B) if the statement refers to an existing limited
19        partnership, a copy of the filed statement and receipt
20        to the limited partnership; and
21        (3) for all other records except annual reports filed
22    pursuant to Section 210, send a copy of the filed record
23    and a receipt for the fees to the person on whose behalf
24    the record was filed.
25    (b) Upon request and payment of a fee, the Secretary of
26State shall send to the requester a certified copy of the

 

 

09700SB1691ham002- 26 -LRB097 05260 KTG 68373 a

1requested record.
2    (c) Except as otherwise provided in Sections 116 and 207, a
3record delivered to the Secretary of State for filing under
4this Act may specify an effective time and a delayed effective
5date. Except as otherwise provided in this Act, a record filed
6by the Secretary of State is effective:
7        (1) if the record does not specify an effective time
8    and does not specify a delayed effective date, on the date
9    and at the time the record is filed as evidenced by the
10    Secretary of State's endorsement of the date and time on
11    the record;
12        (2) if the record specifies an effective time but not a
13    delayed effective date, on the date the record is filed at
14    the time specified in the record;
15        (3) if the record specifies a delayed effective date
16    but not an effective time, at 12:01 a.m. on the earlier of:
17            (A) the specified date; or
18            (B) the 90th day after the record is filed; or
19        (4) if the record specifies an effective time and a
20    delayed effective date, at the specified time on the
21    earlier of:
22            (A) the specified date; or
23            (B) the 90th day after the record is filed.
24(Source: P.A. 93-967, eff. 1-1-05.)
 
25    (805 ILCS 215/809)

 

 

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1    Sec. 809. Administrative dissolution.
2    (a) The Secretary of State may dissolve a limited
3partnership administratively if the limited partnership does
4not, within 60 days after the due date:
5        (1) pay any fee, tax, or penalty due to the Secretary
6    of State under this Act or other law; or
7        (2) file deliver its annual report with to the
8    Secretary of State; or .
9        (3) appoint and maintain an agent for service of
10    process in Illinois after a registered agent's notice of
11    resignation under Section 116.
12    (b) If the Secretary of State determines that a ground
13exists for administratively dissolving a limited partnership,
14the Secretary of State shall file a record of the determination
15and send a copy of the filed record to the limited
16partnership's agent for service of process in this State, or if
17the limited partnership does not appoint and maintain a proper
18agent, to the limited partnership's designated office serve the
19limited partnership with a copy of the filed record.
20    (c) If within 60 days after service of the copy of the
21record of determination the limited partnership does not
22correct each ground for dissolution or demonstrate to the
23reasonable satisfaction of the Secretary of State that each
24ground determined by the Secretary of State does not exist, the
25Secretary of State shall administratively dissolve the limited
26partnership by preparing, signing, and filing a declaration of

 

 

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1dissolution that states the grounds for dissolution. The
2Secretary of State shall send a copy to the limited
3partnership's agent for service of process in this State, or if
4the limited partnership does not appoint and maintain a proper
5agent, to the limited partnership's designated office serve the
6limited partnership with a copy of the filed declaration.
7    (d) A limited partnership administratively dissolved
8continues its existence but may carry on only activities
9necessary to wind up its activities and liquidate its assets
10under Sections 803 and 812 and to notify claimants under
11Sections 806 and 807.
12    (e) The administrative dissolution of a limited
13partnership does not terminate the authority of its agent for
14service of process.
15(Source: P.A. 93-967, eff. 1-1-05.)
 
16    (805 ILCS 215/810)
17    Sec. 810. Reinstatement following administrative
18dissolution.
19    (a) A limited partnership that has been administratively
20dissolved under Section 809 may be reinstated by the Secretary
21of State following the date of dissolution upon:
22        (1) the filing of an application for reinstatement;
23        (2) the filing with the Secretary of State of all
24    reports then due and becoming due; and
25        (3) the payment to the Secretary of State of all fees

 

 

09700SB1691ham002- 29 -LRB097 05260 KTG 68373 a

1    and penalties then due and becoming due.
2    (b) The application for reinstatement shall be executed and
3filed in duplicate in accordance with Section 204 and shall set
4forth all of the following:
5        (1) the name of the limited partnership at the time of
6    dissolution;
7        (2) the date of dissolution;
8        (3) the agent for service of process and the address of
9    the agent for service of process; provided that any change
10    to either the agent for service of process or the address
11    of the agent for service of process is properly reported
12    under Section 115.
13    (c) When a limited partnership that has been
14administratively dissolved has complied with the provisions of
15this Section, the Secretary of State shall file the application
16for reinstatement.
17    (d) Upon filing of the application for reinstatement: (i)
18the limited partnership shall be deemed to have continued
19without interruption from the date of dissolution and shall
20stand revived with the powers, duties, and obligations, as if
21it had not been dissolved, and (ii) all acts and proceedings of
22its partners, acting or purporting to act in that capacity,
23that would have been legal and valid but for the dissolution
24shall stand ratified and confirmed.
25    (a) A limited partnership that has been administratively
26dissolved may apply to the Secretary of State for reinstatement

 

 

09700SB1691ham002- 30 -LRB097 05260 KTG 68373 a

1after the effective date of dissolution. The application must
2be delivered to the Secretary of State for filing and state:
3        (1) the name of the limited partnership and the
4    effective date of its administrative dissolution;
5        (2) that the grounds for dissolution either did not
6    exist or have been eliminated; and
7        (3) that the limited partnership's name satisfies the
8    requirements of Section 108.
9    (b) If the Secretary of State determines that an
10application contains the information required by subsection
11(a) and that the information is correct, the Secretary of State
12shall prepare a declaration of reinstatement that states this
13determination, sign, and file the original of the declaration
14of reinstatement, and serve the limited partnership with a
15copy.
16    (c) When reinstatement becomes effective, it relates back
17to and takes effect as of the effective date of the
18administrative dissolution and the limited partnership may
19resume its activities as if the administrative dissolution had
20never occurred.
21(Source: P.A. 93-967, eff. 1-1-05.)
 
22    (805 ILCS 215/902.5 new)
23    Sec. 902.5. Amended application for certificate of
24authority.
25    (a) In order to amend its application for certificate of

 

 

09700SB1691ham002- 31 -LRB097 05260 KTG 68373 a

1authority, a foreign limited partnership must deliver to the
2Secretary of State for filing an amended application for
3certificate of authority stating:
4        (1) the name of the foreign limited partnership and, if
5    the name does not comply with Section 108, an alternate
6    name adopted pursuant to Section 905 (a);
7        (2) the date of filing the application for certificate
8    of authority; and
9        (3) the amendment to the application for certificate of
10    authority.
11    (b) A foreign limited partnership shall promptly deliver to
12the Secretary of State for filing an amended application for
13certificate of authority to reflect:
14        (1) the admission of a new general partner; or
15        (2) the dissociation of a person as a general partner.
16    (c) A general partner who becomes aware that any statement
17in the application for certificate of authority was false when
18made or that any statement or facts therein have changed shall
19promptly:
20        (1) cause the certificate to be amended; or
21        (2) if appropriate, deliver to the Secretary of State
22    for filing a statement of change pursuant to Section 115 or
23    a statement of correction pursuant to Section 207.
24    (d) Except as provided in Section 210, an application for
25certificate of authority may be amended at any time for any
26other proper purpose as determined by the limited partnership.
 

 

 

09700SB1691ham002- 32 -LRB097 05260 KTG 68373 a

1    (805 ILCS 215/906)
2    Sec. 906. Revocation of certificate of authority.
3    (a) A certificate of authority of a foreign limited
4partnership to transact business in this State may be revoked
5by the Secretary of State in the manner provided in subsections
6(b) and (c) if the foreign limited partnership does not:
7        (1) pay, within 60 days after the due date, any fee,
8    tax or penalty due to the Secretary of State under this Act
9    or other law;
10        (2) file deliver, within 60 days after the due date,
11    its annual report required under Section 210;
12        (3) appoint and maintain an agent for service of
13    process in Illinois within 60 days after a registered
14    agent's notice of resignation under Section 116 as required
15    by Section 114(b); or
16        (4) renew its alternate assumed name or apply to change
17    its alternate assumed name under this Act when the limited
18    partnership may only transact business within this State
19    under its alternate assumed name deliver for filing a
20    statement of a change under Section 115 within 30 days
21    after a change has occurred in the name or address of the
22    agent.
23    (b) If the Secretary of State determines that a ground
24exists for revoking the certificate of authority of a foreign
25limited partnership, the Secretary of State shall file a record

 

 

09700SB1691ham002- 33 -LRB097 05260 KTG 68373 a

1of the determination and send a copy of the filed record to the
2foreign limited partnership's agent for service of process in
3this State, or if the foreign limited partnership does not
4appoint and maintain a proper agent, to the foreign limited
5partnership's designated office.
6    (c) If within 60 days after service of the copy of the
7record of determination the foreign limited partnership does
8not correct each ground for revocation or demonstrate to the
9reasonable satisfaction of the Secretary of State that each
10ground determined by the Secretary of State does not exist, the
11Secretary of State shall revoke the certificate of authority of
12the foreign limited partnership by preparing, signing, and
13filing a declaration of revocation that states the grounds for
14the revocation. The Secretary of State shall send a copy of the
15filed declaration to the foreign limited partnership's agent
16for service of process in this State, or if the foreign limited
17partnership does not appoint and maintain a proper agent, to
18the foreign limited partnership's designated office.
19    (d) The authority of a foreign limited partnership to
20transact business in this State ceases on the date of
21revocation.
22    (b) In order to revoke a certificate of authority, the
23Secretary of State must prepare, sign, and file a notice of
24revocation and send a copy to the foreign limited partnership's
25agent for service of process in this State, or if the foreign
26limited partnership does not appoint and maintain a proper

 

 

09700SB1691ham002- 34 -LRB097 05260 KTG 68373 a

1agent in this State, to the foreign limited partnership's
2designated office. The notice must state:
3        (1) the revocation's effective date, which must be at
4    least 60 days after the date the Secretary of State sends
5    the copy; and
6        (2) the foreign limited partnership's failures to
7    comply with subsection (a) which are the reason for the
8    revocation.
9    (c) The authority of the foreign limited partnership to
10transact business in this State ceases on the effective date of
11the notice of revocation unless before that date the foreign
12limited partnership cures each failure to comply with
13subsection (a) stated in the notice. If the foreign limited
14partnership cures the failures, the Secretary of State shall so
15indicate on the filed notice.
16(Source: P.A. 93-967, eff. 1-1-05.)
 
17    (805 ILCS 215/906.5 new)
18    Sec. 906.5. Reinstatement following revocation.
19    (a) A foreign limited partnership that has had its
20certificate of authority revoked under Section 906 may be
21reinstated by the Secretary of State following the date of
22revocation upon:
23        (1) the filing of an application for reinstatement;
24        (2) the filing with the Secretary of State of all
25    reports then due and becoming due; and

 

 

09700SB1691ham002- 35 -LRB097 05260 KTG 68373 a

1        (3) the payment to the Secretary of State of all fees
2    and penalties then due and becoming due.
3    (b) The application for reinstatement shall be executed and
4filed in duplicate in accordance with Section 204 and shall set
5forth all of the following:
6        (1) the name of the foreign limited partnership at the
7    time of revocation;
8        (2) the date of revocation;
9        (3) the agent for service of process and the address of
10    the agent for service of process; provided that any change
11    to either the agent for service of process or the address
12    of the agent for service of process is properly reported
13    under Section 115.
14    (c) When a limited partnership whose certificate of
15authority has been revoked has complied with the provisions of
16this Section, the Secretary of State shall file the application
17for reinstatement.
18    (d) Upon filing of the application for reinstatement: (i)
19the certificate of authority of the limited partnership to
20transact business in this State shall be deemed to have
21continued without interruption from the date of revocation,
22(ii) the limited partnership shall stand revived with the
23powers, duties, and obligations, as if its certificate of
24authority had not been revoked, and (iii) all acts and
25proceedings of its partners, acting or purporting to act in
26that capacity, that would have been legal and valid but for the

 

 

09700SB1691ham002- 36 -LRB097 05260 KTG 68373 a

1revocation shall stand ratified and confirmed.
 
2    (805 ILCS 215/1302)
3    Sec. 1302. Fees.
4    (a) The Secretary of State shall charge and collect in
5accordance with the provisions of this Act and rules
6promulgated pursuant to its authority:
7        (1) fees for filing documents;
8        (2) miscellaneous charges;
9        (3) fees for the sale of lists of filings and for ,
10    copies of any documents, and for the sale or release of any
11    information.
12    (b) The Secretary of State shall charge and collect for:
13        (1) filing a certificate certificates of limited
14    partnership (domestic), a certificate certificates of
15    authority admission (foreign), and a restated certificate
16    certificates of limited partnership (domestic), and
17    restated certificates of admission (foreign), $150;
18        (2) (blank) filing certificates to be governed by this
19    Act, $50;
20        (3) filing an amendment or certificate amendments and
21    certificates of amendment, $50;
22        (4) filing a statement certificates of cancellation or
23    notice of termination, $25;
24        (5) filing an application for use of an assumed name
25    under Section 108.5 of this Act, $150 for each year or part

 

 

09700SB1691ham002- 37 -LRB097 05260 KTG 68373 a

1    thereof ending in 0 or 5, $120 for each year or part
2    thereof ending in 1 or 6, $90 for each year or part thereof
3    ending in 2 or 7, $60 for each year or part thereof ending
4    in 3 or 8, $30 for each year or part thereof ending in 4 or
5    9, and a renewal for each assumed name, $150;
6        (6) filing an annual report of a domestic or foreign
7    limited partnership, $100;
8        (7) filing an application for reinstatement of a
9    domestic or foreign limited partnership, and for issuing a
10    certificate of reinstatement, $200;
11        (8) filing any other document, $50.
12    (c) The Secretary of State shall charge and collect:
13        (1) for furnishing a copy or certified copy of any
14    document, instrument or paper relating to a limited
15    partnership or foreign limited partnership, $25; and
16        (2) for the transfer of information by computer process
17    media to any purchaser, fees established by rule.
18(Source: P.A. 93-967, eff. 1-1-05.)
 
19    (805 ILCS 215/1308)
20    Sec. 1308. Department of Business Services Special
21Operations Fund.
22    (a) A special fund in the State Treasury is created and
23shall be known as the Department of Business Services Special
24Operations Fund. Moneys deposited into the Fund shall, subject
25to appropriation, be used by the Department of Business

 

 

09700SB1691ham002- 38 -LRB097 05260 KTG 68373 a

1Services of the Office of the Secretary of State, hereinafter
2"Department", to create and maintain the capability to perform
3expedited services in response to special requests made by the
4public for same day or 24 hour service. Moneys deposited into
5the Fund shall be used for, but not limited to, expenditures
6for personal services, retirement, Social Security, social
7security contractual services, equipment, electronic data
8processing, and telecommunications.
9    (b) The balance in the Fund at the end of any fiscal year
10shall not exceed $600,000 and any amount in excess thereof
11shall be transferred to the General Revenue Fund.
12    (c) All fees payable to the Secretary of State under this
13Section shall be deposited into the Fund. No other fees or
14charges collected under this Act shall be deposited into the
15Fund.
16    (d) "Expedited services" means services rendered within
17the same day, or within 24 hours from the time the request
18therefor is submitted by the filer, law firm, service company,
19or messenger physically in person or, , or at the Secretary of
20State's discretion, by electronic means, to the Department's
21Springfield Office or Chicago Office and includes requests for
22certified copies, photocopies, and certificates of existence
23or abstracts of computer record made to the Department's
24Springfield Office in person or by telephone, or requests for
25certificates of existence or abstracts of computer record made
26in person or by telephone to the Department's Chicago Office.

 

 

09700SB1691ham002- 39 -LRB097 05260 KTG 68373 a

1    (e) Fees for expedited services shall be as follows:
2        Merger or conversion, $200;
3        Certificate of limited partnership, $100;
4        Certificate of amendment, $100;
5        Reinstatement, $100;
6        Application for admission to transact business, $100;
7        Certificate of cancellation of admission, $100;
8        Certificate of existence or abstract of computer
9    record, $20.
10        All other filings, copies of documents, annual renewal
11    reports, and copies of documents of canceled limited
12    partnerships, $50.
13(Source: P.A. 93-967, eff. 1-1-05.)
 
14    (805 ILCS 215/1305 rep.)
15    Section 25. The Uniform Limited Partnership Act (2001) is
16amended by repealing Section 1305.
 
17    Section 99. Effective date. This Act takes effect upon
18becoming law.".