SB0468ham001 94TH GENERAL ASSEMBLY

State Government Administration Committee

Filed: 5/18/2005

 

 


 

 


 
09400SB0468ham001 LRB094 10798 DRH 46188 a

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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1 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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1 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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1     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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1     (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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1     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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1     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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1     (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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1 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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1     (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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1 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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1     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

 

 

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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).

 

 

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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.)".