SB2557 96TH GENERAL ASSEMBLY

LRB096 16840 DRJ 32151 b

96TH GENERAL ASSEMBLY
State of Illinois
2009 and 2010
SB2557

Introduced 1/13/2010, by Sen. William R. Haine

SYNOPSIS AS INTRODUCED:

805 ILCS 5/1.45	from Ch. 32, par. 1.45
805 ILCS 105/101.45	from Ch. 32, par. 101.45
805 ILCS 180/55-5
805 ILCS 215/1309

Amends the Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, the Limited Liability Company Act, and the Uniform Limited Partnership Act (2001). Provides that if the Secretary of State fails to approve any articles of incorporation or other documents filed under any of those Acts that are required to be approved by the Secretary of State before the same are filed in his or her office, the Secretary of State shall, within 20 business days (instead of 10 days in the case of a corporation or 10 business days in the case of a limited liability company or limited partnership) give written notice of the disapproval to the person or entity delivering the documents. Provides for judicial review of the Secretary of State's revocation of the authority (instead of the certificate of authority) to transact business or conduct affairs in this State of any foreign corporation. Effective immediately.

A BILL FOR

AN ACT concerning business.

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

Section 5. The Business Corporation Act of 1983 is amended by changing Section 1.45 as follows:

(805 ILCS 5/1.45) (from Ch. 32, par. 1.45)

Sec. 1.45. Judicial review under the Administrative Review Law.

(a) If the Secretary of State shall fail to approve any articles of incorporation, amendment, merger, consolidation, dissolution, petition for reduction or refund, or any other document required by this Act to be approved by the Secretary of State before the same shall be filed in his or her office, the Secretary shall, within 20 business 10 days after the delivery thereof to him or her, give written notice of his or her disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. The decision of the Secretary of State is subject to judicial review under the Administrative Review Law, as now or hereafter amended.

(b) If the Secretary of State shall revoke the certificate of authority to transact business in this State of any foreign corporation, pursuant to this Act, such decision shall be subject to judicial review under the Administrative Review Law, as now or hereafter amended.

(c) Appeals from all final orders and judgments entered by the circuit court under this section in review of any ruling or decision of the Secretary of State may be taken as in other civil actions by either party to the proceeding.

(Source: P.A. 84-924.)

Section 10. The General Not For Profit Corporation Act of 1986 is amended by changing Section 101.45 as follows:

(805 ILCS 105/101.45) (from Ch. 32, par. 101.45)

Sec. 101.45. Judicial review under the Administrative Review Law.

(a) Judicial review under the Administrative Review Law. If the Secretary of State shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this Act to be approved by the Secretary of State before the same shall be filed in his or her office, the Secretary shall, within 20 business 10 days after the delivery thereof to him or her, give written notice of his or her disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. The decision of the Secretary of State is subject to judicial review under the Administrative Review Law, as now or hereafter amended.

(b) If the Secretary of State shall revoke the certificate of authority to conduct affairs in this State of any foreign corporation, pursuant to this Act, such decision shall be subject to judicial review under the Administrative Review Law, as now or hereafter amended.

(c) Appeals from all final orders and judgment entered by the circuit court under this section in review of any ruling or decision of the Secretary of State may be taken as in other civil actions by either party to the proceeding.

(Source: P.A. 84-1423.)

Section 15. The Limited Liability Company Act is amended by changing Section 55-5 as follows:

(805 ILCS 180/55-5)

Sec. 55-5. Judicial review under the Administrative Review Law.

(a) If the Secretary of State shall fail to approve any document required by this Act to be approved by the Secretary of State before the document shall be filed in his or her office, the Secretary of State shall, within 20 10 business days after the delivery thereof to him or her, give written notice of the disapproval thereof to the person delivering the document, specifying the reasons therefor. The decision of the Secretary of State is subject to judicial review under the Administrative Review Law.

(b) If the Secretary of State shall revoke any admission of any foreign limited liability company under this Act, the decision shall be subject to judicial review under the Administrative Review Law.

(c) Appeals may be taken from all final orders and judgments entered by the circuit court under this Section in review of any ruling or decision of the Secretary of State may be taken as in other civil actions by either party to the proceeding.

(Source: P.A. 87-1062.)

Section 20. The Uniform Limited Partnership Act (2001) is amended by changing Section 1309 as follows:

(805 ILCS 215/1309)

Sec. 1309. Judicial review under the Administrative Review Law.

(a) If the Secretary of State shall fail to approve documents as conforming to the law and file any document required by this Act to be approved by the Secretary of State before the same shall be filed in his or her business office, the Secretary shall, within 20 10 business days after the delivery thereof to him or her, give written notice of his or her disapproval to the person or partnership delivering the same, specifying the reasons therefor. The decision of the Secretary of State is subject to judicial review under the Administrative Review Law, as now or hereafter amended.

(b) Appeals may be taken from all final orders and judgments entered by the circuit court under this Section in review of any ruling or decision of the Secretary of State as in other civil actions by either party to the proceeding.

(Source: P.A. 93-967, eff. 1-1-05.)

Section 99. Effective date. This Act takes effect upon becoming law.