Full Text of HB4500 102nd General Assembly
HB4500eng 102ND GENERAL ASSEMBLY |
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| 1 | | AN ACT concerning business.
| 2 | | Be it enacted by the People of the State of Illinois,
| 3 | | represented in the General Assembly:
| 4 | | Section 5. The General Not For Profit Corporation Act of | 5 | | 1986 is amended by changing Section 115.10 and by adding | 6 | | Section 114.13 as follows: | 7 | | (805 ILCS 105/114.13 new) | 8 | | Sec. 114.13. Report of interim changes of domestic or | 9 | | foreign corporations. Any corporation, domestic or foreign, | 10 | | may report interim changes in the name, address, or both of its | 11 | | officers and directors, its principal office, or status as a | 12 | | condominium association, homeowners association, or | 13 | | cooperative housing corporation by filing a report under this | 14 | | Section containing the following information: | 15 | | (1) The name of the corporation. | 16 | | (2) The address, including street and number, or rural | 17 | | route number, of its registered office in this State, and | 18 | | the name of its registered agent at that address. | 19 | | (3) The address, including street and number, or
rural | 20 | | route number, of its principal office. | 21 | | (4) The names and respective addresses, including
| 22 | | street and number, or rural route number, of its directors | 23 | | and officers. |
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| 1 | | (5) A statement as to whether the corporation is a | 2 | | condominium association established under the Condominium | 3 | | Property Act, a cooperative housing corporation defined in | 4 | | Section 216 of the Internal Revenue Code of 1954, or a | 5 | | homeowners association which administers a common interest | 6 | | community as defined in subsection (c) of Section 9-102 of | 7 | | the Code of Civil Procedures. | 8 | | The interim report of changes shall be made on forms | 9 | | prescribed and furnished by the Secretary of State and shall | 10 | | be executed by the corporation by its president, a | 11 | | vice-president, secretary, assistant secretary, treasurer, or | 12 | | other officer duly authorized by the board of directors of the | 13 | | corporation to execute those reports, and verified by him or | 14 | | her, or, if the corporation is in the hands of a receiver or | 15 | | trustee, it shall be executed on behalf of the corporation and | 16 | | verified by the receiver or trustee.
| 17 | | (805 ILCS 105/115.10) (from Ch. 32, par. 115.10)
| 18 | | Sec. 115.10. Fees for filing documents. The Secretary of | 19 | | State shall charge and collect for:
| 20 | | (a) Filing articles of incorporation, $50.
| 21 | | (b) Filing articles of amendment, $25, unless the | 22 | | amendment is a
restatement of the articles of | 23 | | incorporation, in which case the fee shall
be $100.
| 24 | | (c) Filing articles of merger or consolidation, $25.
| 25 | | (d) Filing articles of dissolution, $5.
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| 1 | | (e) Filing application to reserve a corporate name, | 2 | | $25.
| 3 | | (f) Filing a notice of transfer or cancellation of a | 4 | | reserved corporate
name, $25.
| 5 | | (g) Filing statement of change of address of | 6 | | registered office or change
of registered agent, or both, | 7 | | $5.
| 8 | | (h) Filing an application of a foreign corporation for | 9 | | authority to
conduct affairs in this State, $50.
| 10 | | (i) Filing an application of a foreign corporation for
| 11 | | amended authority to conduct affairs in this
State, $25.
| 12 | | (j) Filing a copy of amendment to the articles of | 13 | | incorporation of a
foreign corporation holding authority | 14 | | to conduct affairs in this State, $25,
unless the | 15 | | amendment is a restatement of the articles of | 16 | | incorporation, in
which case the fee shall be $100.
| 17 | | (k) Filing a copy of articles of merger of a foreign | 18 | | corporation holding
authority to conduct affairs in this | 19 | | State, $25.
| 20 | | (l) Filing an application for withdrawal and final | 21 | | report or a copy of
articles of dissolution of a foreign | 22 | | corporation, $5.
| 23 | | (m) Filing an annual report of a domestic or foreign | 24 | | corporation, $10, of which $5 must be deposited into the | 25 | | Charitable Trust Stabilization Fund.
| 26 | | (n) Filing an application for reinstatement of a |
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| 1 | | domestic
or a foreign corporation, $25.
| 2 | | (o) Filing an application for use of an assumed | 3 | | corporate
name,
$150 for each year or part thereof ending | 4 | | in 0 or 5, $120 for each year or part
thereof ending in 1 | 5 | | or 6, $90 for each year or part thereof ending in 2 or 7,
| 6 | | $60 for each year or part thereof ending in 3 or 8, $30 for | 7 | | each year or part
thereof ending in 4 or 9, and a renewal | 8 | | fee for each assumed corporate name,
$150.
| 9 | | (p) Filing an application for change or cancellation | 10 | | of an assumed
corporate name, $5.
| 11 | | (q) Filing an application to register the corporate | 12 | | name of
a foreign corporation, $50; and an annual renewal | 13 | | fee for
the registered name, $50.
| 14 | | (r) Filing an application for cancellation of a | 15 | | registered
name of a foreign corporation, $5.
| 16 | | (s) Filing a statement of correction, $25.
| 17 | | (t) Filing an election to accept this Act, $25.
| 18 | | (u) Filing any other statement or report, $5.
| 19 | | (v) Filing a report of interim changes, $10. | 20 | | (Source: P.A. 94-605, eff. 1-1-06; 95-655, eff. 6-1-08 .)
| 21 | | Section 10. The Limited Liability Company Act is amended | 22 | | by changing Section 1-35 as follows:
| 23 | | (805 ILCS 180/1-35)
| 24 | | Sec. 1-35. Registered office and registered agent.
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| 1 | | (a) Each limited liability company and foreign limited
| 2 | | liability company shall continuously maintain in this State a
| 3 | | registered agent and registered office, which agent must be
an | 4 | | individual resident of this State or other person authorized | 5 | | to transact business in this State.
| 6 | | (b) A limited liability company or foreign limited
| 7 | | liability company may change its registered agent or the
| 8 | | address of its registered office pursuant to Section 1-36 and | 9 | | the registered agent of a limited liability company or a | 10 | | foreign limited liability company may change the address of | 11 | | its registered office pursuant to Section 1-37.
| 12 | | (c) The registered agent may at any time resign by
filing | 13 | | in the Office of the Secretary of State written notice
thereof | 14 | | and by mailing a copy thereof to the limited
liability company | 15 | | or foreign limited liability company at its
principal office | 16 | | as it is known to the resigning registered
agent. The notice | 17 | | must be mailed at least 10 days before the
date of filing | 18 | | thereof with the Secretary of State. The
notice shall be | 19 | | executed by the registered agent, if an individual, or, if a | 20 | | business entity, in the manner authorized by the governing | 21 | | statute. The notice
shall set forth all of the
following:
| 22 | | (1) The name of the limited
liability company for | 23 | | which the registered agent is acting.
| 24 | | (2) The name of the registered agent.
| 25 | | (3) The address,
including street, number, and city of | 26 | | the limited
liability company's then registered office in |
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| 1 | | this State.
| 2 | | (4) That the registered agent resigns.
| 3 | | (5) The effective date of the resignation,
which shall | 4 | | not be sooner than 30 days after the date
of filing.
| 5 | | (6) The address of the principal office of the
limited | 6 | | liability company as it is known to the registered
agent.
| 7 | | (7) A statement that a copy of the notice has been
sent | 8 | | by registered or certified mail to the principal office
of | 9 | | the limited liability company within the time and in the | 10 | | manner
prescribed by this Section.
| 11 | | (d) A new registered agent must be placed on record within | 12 | | 60 days after a
registered agent's notice of resignation under | 13 | | this Section.
| 14 | | (e) Upon the voluntary, administrative, or judicial | 15 | | dissolution of a limited liability company, the registered | 16 | | agent and the registered office of the limited liability | 17 | | company on record with the Secretary of State on the date of | 18 | | the issuance of the certificate or judgment of dissolution | 19 | | shall be an agent of the limited liability company upon whom | 20 | | claims can be served or service of process can be had during | 21 | | the 3-year post-dissolution period, unless such agent resigns | 22 | | or the limited liability company properly reports a change of | 23 | | registered office or registered agent. | 24 | | (Source: P.A. 96-988, eff. 7-2-10.)
| 25 | | Section 15. The Uniform Partnership Act (1997) is amended |
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| 1 | | by changing Sections 108 and 1002 and by adding Sections 110, | 2 | | 111, and 1006 as follows:
| 3 | | (805 ILCS 206/108)
| 4 | | Sec. 108. Fees.
| 5 | | (a) The Secretary of State shall charge and collect in | 6 | | accordance with
the provisions of this
Act and rules | 7 | | promulgated under its authority:
| 8 | | (1) fees for filing documents;
| 9 | | (2) miscellaneous charges; and
| 10 | | (3) fees for the sale of lists of filings and for | 11 | | copies of any documents.
| 12 | | (b) 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 registered | 15 | | limited liability partnership, $25;
| 16 | | (2) for the transfer of information by computer | 17 | | process media to any
purchaser, fees
established by rule;
| 18 | | (3) for filing a statement of partnership authority, | 19 | | $25;
| 20 | | (4) for filing a statement of denial, $25;
| 21 | | (5) for filing a statement of dissociation, $25;
| 22 | | (6) for filing a statement of dissolution, $100;
| 23 | | (7) for filing a statement of merger, $100;
| 24 | | (8) for filing a statement of qualification for a | 25 | | 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 | | (17) for filing an application for use of an assumed | 20 | | name under Section 1006 of this Act, $150 for each year or | 21 | | part thereof ending in 0 or 5, $120 for each year or part | 22 | | thereof ending in 1 or 6, $90 for each year or part thereof | 23 | | ending in 2 or 7, $60 for each year or part thereof ending | 24 | | in 3 or 8, $30 for each year or part thereof ending in 4 or | 25 | | 9, and a renewal for each assumed name, $150; | 26 | | (18) for filing an application for change of an |
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| 1 | | assumed name, $25; | 2 | | (19) for filing an application for cancellation of an | 3 | | assumed name, $5. | 4 | | (c) All fees collected pursuant to this Act shall be | 5 | | deposited into the
Division of
Corporations Registered Limited | 6 | | Liability Partnership Fund.
| 7 | | (d) There is hereby continued in the State treasury a | 8 | | special fund to be
known as the Division
of Corporations | 9 | | Registered Limited Liability Partnership Fund. Moneys | 10 | | deposited into the
Fund shall,
subject to appropriation, be | 11 | | used by the Business Services Division of the
Office of the
| 12 | | Secretary of State to administer the responsibilities of the | 13 | | Secretary of
State under this Act.
On or before August 31 of | 14 | | each year, the balance in the Fund in excess of $600,000 shall | 15 | | be transferred to the General Revenue Fund.
| 16 | | (e) Filings, including annual reports, made by electronic | 17 | | means shall be treated as if submitted in person and may not be | 18 | | charged excess fees as expedited services solely because of | 19 | | submission by electronic means. | 20 | | (Source: P.A. 99-620, eff. 1-1-17; 99-933, eff. 1-27-17; | 21 | | 100-186, eff. 7-1-18; 100-486, eff. 1-1-18; 100-863, eff. | 22 | | 8-14-18.) | 23 | | (805 ILCS 206/110 new) | 24 | | Sec. 110. Interrogatories to be propounded by the | 25 | | Secretary of State. The Secretary of State may propound to any |
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| 1 | | limited liability partnership or foreign limited liability | 2 | | partnership subject to the provisions of this Act, and to any | 3 | | partner thereof, such interrogatories as may be reasonably | 4 | | necessary and proper to enable the Secretary of State to | 5 | | ascertain whether the limited liability partnership has | 6 | | complied with all of the provisions of this Act applicable to | 7 | | the limited liability partnership. The interrogatories shall | 8 | | be answered within 30 days after the mailing thereof, or | 9 | | within such additional time as shall be fixed by the Secretary | 10 | | of State, and the answers thereto shall be full and complete | 11 | | and shall be made in writing and under oath. If the | 12 | | interrogatories are directed to an individual, they shall be | 13 | | answered by him or her, and if directed to a limited liability | 14 | | partnership, they shall be answered by the partners thereof. | 15 | | The Secretary of State need not file any document to which the | 16 | | interrogatories relate until the interrogatories are answered | 17 | | as herein provided, and not then if the answers thereto | 18 | | disclose that the document is not in conformity with the | 19 | | provisions of this Act. The Secretary of State shall certify | 20 | | to the Attorney General, for such action as the Attorney | 21 | | General may deem appropriate, all interrogatories and answers | 22 | | thereto that disclose a violation of any of the provisions of | 23 | | this Act. | 24 | | (805 ILCS 206/111 new) | 25 | | Sec. 111. Information disclosed by interrogatories. |
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| 1 | | Interrogatories propounded by the Secretary of State and the | 2 | | answers thereto shall not be open to public inspection, nor | 3 | | shall the Secretary of State disclose any facts or information | 4 | | obtained, except insofar as official duty may require them to | 5 | | be made public or in the event the interrogatories or the | 6 | | answers thereto are required for evidence in any criminal | 7 | | proceeding or in any other action by the State.
| 8 | | (805 ILCS 206/1002)
| 9 | | Sec. 1002. Name. | 10 | | (a) The name of a limited liability partnership must end | 11 | | with "Registered Limited
Liability
Partnership", "Limited | 12 | | Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or
| 13 | | "LLP".
| 14 | | (b) The limited liability partnership shall be the name | 15 | | under which the limited liability partnership transacts | 16 | | business in this State unless the limited liability | 17 | | partnership also elects to adopt an assumed name or names as | 18 | | provided in this Act. However, the limited liability | 19 | | partnership may use any divisional designation or trade name | 20 | | without complying with the requirements of this Act, if the | 21 | | limited liability partnership also clearly discloses its name. | 22 | | (c) Nothing in this Section or Section 1006 shall abrogate | 23 | | or limit the common law or statutory law of unfair competition | 24 | | or unfair trade practices, nor derogate from the common law or | 25 | | principles of equity or the statutes of this State or of the |
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| 1 | | United States of America with respect to the right to acquire | 2 | | and protect copyrights, trade names, trademarks, service | 3 | | marks, service names, or any other right to the exclusive use | 4 | | of names or symbols. | 5 | | (d) The name shall be distinguishable upon the records in | 6 | | the Office of the Secretary of State from any assumed name that | 7 | | is registered with the Secretary of State under Section 1006. | 8 | | (Source: P.A. 92-740, eff. 1-1-03.)
| 9 | | (805 ILCS 206/1006 new) | 10 | | Sec. 1006. Assumed name. | 11 | | (a) A limited liability partnership or a foreign limited | 12 | | liability partnership admitted to transact business or making | 13 | | application for admission to transact business in Illinois may | 14 | | elect to adopt an assumed name that complies with the | 15 | | requirements of Section 1002 of this Act. | 16 | | (a-5) As used in this Act, "assumed name" means any name | 17 | | other than the true limited liability partnership name, except | 18 | | that the following do not constitute the use of an assumed name | 19 | | under this Act: | 20 | | (1) a limited liability partnership's identification | 21 | | of its business with a trademark or service mark of which | 22 | | the partnership is the owner or licensed user; and | 23 | | (2) the use of a name of a division, not containing the | 24 | | word "limited", "liability", or "partnership" or an | 25 | | abbreviation of one of those words, provided that the |
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| 1 | | limited liability partnership also clearly discloses its | 2 | | true name. | 3 | | (b) Before transacting any business in Illinois under an | 4 | | assumed limited liability partnership name or names, the | 5 | | limited liability partnership shall, for each assumed name, | 6 | | execute and file in duplicate an application setting forth all | 7 | | of the following: | 8 | | (1) the true limited liability partnership name; | 9 | | (2) the state or country under the laws of which it is | 10 | | organized; | 11 | | (3) that it intends to transact business under an | 12 | | assumed limited liability partnership name; and | 13 | | (4) the assumed name that it proposes to use. | 14 | | (c) The right to use an assumed name shall be effective | 15 | | from the date of filing by the Secretary of State until the | 16 | | first day of the anniversary month of the limited liability | 17 | | partnership that falls within the next calendar year evenly | 18 | | divisible by 5. However, if an application is filed within the | 19 | | 2 months immediately preceding the anniversary month of a | 20 | | limited liability partnership that falls within a calendar | 21 | | year evenly divisible by 5, the right to use the assumed name | 22 | | shall be effective until the first day of the anniversary | 23 | | month of the limited liability partnership that falls within | 24 | | the next succeeding calendar year evenly divisible by 5. | 25 | | (d) A limited liability partnership shall renew the right | 26 | | to use its assumed name or names, if any, within the 60 days |
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| 1 | | preceding the expiration of the right, for a period of 5 years, | 2 | | by making an election to do so at the time of filing its annual | 3 | | report form and by paying the renewal fee as prescribed by this | 4 | | Act. | 5 | | (e) A limited liability partnership or foreign limited | 6 | | liability partnership may change or cancel any or all of its | 7 | | assumed names by executing and filing an application setting | 8 | | forth all of the following: | 9 | | (1) the true limited liability partnership name; | 10 | | (2) the state or country under the laws of which it is | 11 | | organized; | 12 | | (3) that it intends to cease transacting business | 13 | | under an assumed name by changing or cancelling it; | 14 | | (4) the assumed name to be changed or cancelled; and | 15 | | (5) if the assumed name is to be changed, the assumed | 16 | | name that the limited liability partnership proposes to | 17 | | use. | 18 | | (f) Upon the filing of an application to change an assumed | 19 | | name, the limited liability partnership shall have the right | 20 | | to use the assumed name for the balance of the period | 21 | | authorized. | 22 | | (g) The right to use an assumed name shall be cancelled by | 23 | | the Secretary of State if any of the following occurs: | 24 | | (1) the limited liability partnership fails to renew | 25 | | an assumed name; | 26 | | (2) the limited liability partnership has filed an |
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| 1 | | application to change or cancel the assumed name; | 2 | | (3) a limited liability partnership has been | 3 | | dissolved; and | 4 | | (4) a foreign limited liability partnership has had | 5 | | its admission to do business in Illinois revoked. | 6 | | (h) Any limited liability partnership or foreign limited | 7 | | liability partnership failing to pay the prescribed fee for | 8 | | assumed name renewal when due and payable shall be given | 9 | | notice of nonpayment by the Secretary of State by regular | 10 | | mail. If the fee, together with a late fee of $100, is not paid | 11 | | within 60 days after the notice is mailed, the right to use the | 12 | | assumed name shall cease. Any limited liability partnership or | 13 | | foreign limited liability partnership that (1) puts forth any | 14 | | sign or advertisement assuming any name other than that under | 15 | | which it is organized or otherwise authorized by law to act or | 16 | | (2) violates Section 1-27 is guilty of a petty offense and | 17 | | shall be fined not less than $501 and not more than $1,000. A | 18 | | limited liability partnership or foreign limited liability | 19 | | partnership shall be deemed guilty of an additional offense | 20 | | for each day it shall continue to so offend. Each limited | 21 | | liability partnership or foreign limited liability partnership | 22 | | that fails or refuses (i) to answer truthfully and fully | 23 | | within the time prescribed by this Act interrogatories | 24 | | propounded by the Secretary of State in accordance with this | 25 | | Act, or (ii) to perform any other act required by this Act to | 26 | | be performed by the limited liability partnership or foreign |
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| 1 | | limited liability partnership is guilty of a petty offense and | 2 | | shall be fined not less than $501 and not more than $1,000. | 3 | | (i) A foreign limited liability partnership may not use an | 4 | | assumed or fictitious name in the conduct of its business to | 5 | | intentionally misrepresent the geographic origin or location | 6 | | of the company. | 7 | | Section 20. The
Uniform Limited Partnership Act (2001) is | 8 | | amended by changing Section 1206 and by adding Sections 120, | 9 | | 121, and 813 as follows: | 10 | | (805 ILCS 215/120 new) | 11 | | Sec. 120. Interrogatories to be propounded by the | 12 | | Secretary of State. The Secretary of State may propound to any | 13 | | limited partnership or foreign limited partnership subject to | 14 | | the provisions of this Act, and to any partner thereof, | 15 | | whether general partner or limited partner, such | 16 | | interrogatories as may be reasonably necessary and proper to | 17 | | enable the Secretary of State to ascertain whether the limited | 18 | | partnership has complied with all the provisions of this Act | 19 | | applicable to the limited partnership. The interrogatories | 20 | | shall be answered within 30 days after the mailing thereof, or | 21 | | within such additional time as shall be fixed by the Secretary | 22 | | of State, and the answers thereto shall be full and complete | 23 | | and shall be made in writing and under oath. If the | 24 | | interrogatories are directed to an individual, they shall be |
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| 1 | | answered by him or her, and if directed to a limited | 2 | | partnership, they shall be answered by the partners thereof. | 3 | | The Secretary of State need not file any document to which the | 4 | | interrogatories relate until the interrogatories are answered | 5 | | as herein provided, and not then if the answers thereto | 6 | | disclose that the document is not in conformity with the | 7 | | provisions of this Act. The Secretary of State shall certify | 8 | | to the Attorney General, for such action as the Attorney | 9 | | General may deem appropriate, all interrogatories and answers | 10 | | thereto that disclose a violation of any of the provisions of | 11 | | this Act. | 12 | | (805 ILCS 215/121 new) | 13 | | Sec. 121. Information disclosed by interrogatories. | 14 | | Interrogatories propounded by the Secretary of State and the | 15 | | answers thereto shall not be open to public inspection, nor | 16 | | shall the Secretary of State disclose any facts or information | 17 | | obtained therefrom, except as official duty may require them | 18 | | to be made public or if the interrogatories or the answers | 19 | | thereto are required for evidence in any criminal proceeding | 20 | | or in any other action by the State. | 21 | | (805 ILCS 215/813 new) | 22 | | Sec. 813. Reinstatement of limited partnership status. | 23 | | (a) A partnership whose status as a limited partnership or | 24 | | foreign limited partnership has expired as a result of the |
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| 1 | | failure to amend its certificate of limited partnership | 2 | | required by Section 1206 may reinstate such status as a | 3 | | limited partnership or foreign limited partnership upon: | 4 | | (1) the filing with the Secretary of State of an | 5 | | application for reinstatement; | 6 | | (2) the filing with the Secretary of State of all
| 7 | | reports then due and becoming due; and | 8 | | (3) the payment to the Secretary of State of all fees
| 9 | | then due and becoming due. | 10 | | (b) The application for reinstatement shall be executed | 11 | | and filed in duplicate in accordance with Section 201 and | 12 | | shall set forth all of the following: | 13 | | (1) the name of the limited partnership at the time of | 14 | | expiration; | 15 | | (2) the date of expiration; | 16 | | (3) the name and address of the agent for service of
| 17 | | process, provided that any change to either the agent for | 18 | | service of process or the address of the agent for service | 19 | | of process is properly reported. | 20 | | (c) When a partnership whose status as a limited | 21 | | partnership or foreign limited partnership has expired has | 22 | | complied with the provisions of this Section, the Secretary of | 23 | | State shall file the application for reinstatement. | 24 | | (d) Upon filing of the application for reinstatement: | 25 | | (i) status as a limited partnership or foreign limited | 26 | | partnership shall be deemed to have continued without |
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| 1 | | interruption from the date of expiration and shall stand | 2 | | revived with the powers, duties, and obligations, as if it | 3 | | had not expired; and | 4 | | (ii) all acts and proceedings of its partners, acting | 5 | | or purporting to act in that capacity, that would have | 6 | | been legal and valid but for the expiration shall stand | 7 | | ratified and confirmed. | 8 | | (805 ILCS 215/1206)
| 9 | | Sec. 1206. Application to existing relationships. | 10 | | (a) Before January 1, 2008, this Act governs only: | 11 | | (1) a limited partnership formed on or after January | 12 | | 1, 2005; and | 13 | | (2) except as otherwise provided in subsections (c) | 14 | | and (d), a limited partnership formed before January 1, | 15 | | 2005 which elects, in the manner provided in its | 16 | | partnership agreement or by law for amending the | 17 | | partnership agreement, to be subject to this Act. | 18 | | (b) Except as otherwise provided in subsection (c), on and | 19 | | after January 1, 2008 this Act governs all limited | 20 | | partnerships. | 21 | | (c) With respect to a limited partnership formed before | 22 | | January 1, 2005, the following rules apply except as the | 23 | | partners otherwise elect in the manner provided in the | 24 | | partnership agreement or by law for amending the partnership | 25 | | agreement: |
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| 1 | | (1) Section 104(c) does not apply and the limited | 2 | | partnership has whatever duration it had under the law | 3 | | applicable immediately before January 1, 2005. | 4 | | (2) Section 108(d) does not apply. | 5 | | (3) The limited partnership is not required to amend | 6 | | its certificate of limited partnership to comply with | 7 | | Section 201(a)(4) , but failure to amend its certificate | 8 | | shall result in the expiration of the limited partnership | 9 | | when its term has expired.
Expired limited partnerships | 10 | | may be reinstated pursuant to Section 813 . | 11 | | (4) Sections 601 and 602 do not apply and a limited | 12 | | partner has the same right and power to dissociate from | 13 | | the limited partnership, with the same consequences, as | 14 | | existed immediately before January 1, 2005. | 15 | | (5) Section 603(4) does not apply. | 16 | | (6) Section 603(5) does not apply and a court has the | 17 | | same power to expel a general partner as the court had | 18 | | immediately before January 1, 2005. | 19 | | (7) Section 801(3) does not apply and the connection | 20 | | between a person's dissociation as a general partner and | 21 | | the dissolution of the limited partnership is the same as | 22 | | existed immediately before January 1, 2005. | 23 | | (d) With respect to a limited partnership that elects | 24 | | pursuant to subsection (a)(2) to be subject to this Act, after | 25 | | the election takes effect the provisions of this Act relating | 26 | | to the liability of the limited partnership's general partners |
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| 1 | | to third parties apply: | 2 | | (1) before January 1, 2008, to: | 3 | | (A) a third party that had not done business with | 4 | | the limited partnership in the year before the | 5 | | election took effect; and | 6 | | (B) a third party that had done business with the | 7 | | limited partnership in the year before the election | 8 | | took effect only if the third party knows or has | 9 | | received a notification of the election; and | 10 | | (2) on and after January 1, 2008, to all third | 11 | | parties, but those provisions remain inapplicable to any | 12 | | obligation incurred while those provisions were | 13 | | inapplicable under paragraph (1)(B).
| 14 | | (Source: P.A. 93-967, eff. 1-1-05.) | 15 | | Section 25. The Limited Worker Cooperative Association Act | 16 | | is amended by changing Sections 35, 36, 61, and 63 as follows: | 17 | | (805 ILCS 317/35)
| 18 | | Sec. 35. Cooperative agreement. | 19 | | (a) A cooperative agreement shall include: | 20 | | (1) a statement of the capital structure of the | 21 | | limited worker cooperative association; | 22 | | (2) the classes or other types of members' interests | 23 | | and the relative rights, preferences, privileges, and | 24 | | restrictions granted to or imposed upon each class or |
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| 1 | | other type of member's interest, including: | 2 | | (A) a statement concerning the manner in which | 3 | | profits and losses are allocated and distributions are | 4 | | made among members and, if community investors are | 5 | | authorized, the manner in which profits and losses are | 6 | | allocated and how distributions are made among | 7 | | investor members and between members and community | 8 | | investors; | 9 | | (B) a statement designating voting and other | 10 | | governance rights of each class or other type of | 11 | | members' interests and, if relevant, community | 12 | | investors, including which members have voting power | 13 | | and any restriction on voting power; | 14 | | (3) a statement of the method for admission of | 15 | | members; | 16 | | (4) a statement that a member's interest is | 17 | | transferable, if it is to be transferable, and a statement | 18 | | of the conditions upon which it may be transferred; | 19 | | (5) a statement concerning: | 20 | | (A) whether persons that are not members but | 21 | | conduct business with the association may be permitted | 22 | | to share in allocations of profits and losses and | 23 | | receive distributions; and | 24 | | (B) the manner in which profits and losses are | 25 | | allocated and distributions are made with respect to | 26 | | those persons; and |
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| 1 | | (6) a statement of the number and terms of managers or | 2 | | managing members directors or the method by which the | 3 | | number and terms are determined; and | 4 | | (7) a statement addressing members' contributions. | 5 | | (b) A cooperative agreement may contain any other | 6 | | provision for managing and regulating the affairs of the | 7 | | association.
| 8 | | (c) The cooperative agreement may not: | 9 | | (1) unreasonably restrict a right to information or | 10 | | access to records available under Section 1-40 or Section | 11 | | 10-15 of the Limited Liability Company Act; | 12 | | (2) vary the right to expel a member in an event | 13 | | specified in subdivision (6) of Section 35-45 of the | 14 | | Limited Liability Company Act; | 15 | | (3) vary the requirement to wind up the limited worker | 16 | | cooperative association's business in a case specified in | 17 | | subdivision (4), (5), or (6) of subsection (a) of Section | 18 | | 35-1 of the Limited Liability Company Act; | 19 | | (4) restrict rights of a person, other than a manager, | 20 | | managing member, director, member, and transferee of a | 21 | | member's distributional interest, under this Act; | 22 | | (5) restrict the power of a member to dissociate under | 23 | | Section 35-50 of the Limited Liability Company Act, | 24 | | although a cooperative agreement may determine whether a | 25 | | dissociation is wrongful under Section 35-50 of the | 26 | | Limited Liability Company Act; |
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| 1 | | (6) eliminate or reduce the obligation of good faith
| 2 | | and fair dealing under subsection (d) of Section 15-3 of | 3 | | the Limited Liability Company Act, but the cooperative | 4 | | agreement may determine the standards by which the | 5 | | performance of the member's duties or the exercise of the | 6 | | member's rights is to be measured; | 7 | | (7) eliminate, vary, or restrict the priority of a
| 8 | | statement of authority over provisions in the articles of | 9 | | organization as provided in subsection (h) of Section | 10 | | 13-15 of the Limited Liability Company Act; | 11 | | (8) vary the law applicable under Section 1-65 of the | 12 | | Limited Liability Company Act; | 13 | | (9) vary the power of the court under Section 5-50 of | 14 | | the Limited Liability Company Act;
or | 15 | | (10) restrict the right to approve a merger,
| 16 | | conversion, or domestication under Article 37 of the | 17 | | Limited Liability Company Act or the Entity Omnibus Act of | 18 | | a member that will have personal liability with respect to | 19 | | a surviving, converted, or domesticated organization. | 20 | | (d) The cooperative agreement may: | 21 | | (1) restrict or eliminate a fiduciary duty, other
than | 22 | | the duty of care described in subsection (c) of Section | 23 | | 15-3 of the Limited Liability Company Act, but only to the | 24 | | extent the restriction or elimination in the cooperative | 25 | | agreement is clear and unambiguous; | 26 | | (2) identify specific types or categories of
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| 1 | | activities that do not violate any fiduciary duty; and | 2 | | (3) alter the duty of care, except to authorize
| 3 | | intentional misconduct or knowing violation of law. | 4 | | (e) The cooperative agreement may specify the method by | 5 | | which a specific act or transaction that would otherwise | 6 | | violate the duty of loyalty may be authorized or ratified by | 7 | | one or more disinterested and independent persons after full | 8 | | disclosure of all material facts. | 9 | | (f) The cooperative agreement may alter or eliminate the | 10 | | right to payment or reimbursement for a member , managing | 11 | | member, or manager director provided by Section 15-7 of the | 12 | | Limited Liability Company Act and may eliminate or limit a | 13 | | member's , managing member's, or manager's director's liability | 14 | | to the limited worker cooperative association and members for | 15 | | money damages, except for: | 16 | | (1) subject to subsections (d) and (e) of this
| 17 | | Section, breach of the duties as required in subdivisions | 18 | | (1), (2), and (3) of subsection (b) of Section 15-3 of the | 19 | | Limited Liability Company Act; | 20 | | (2) a financial benefit received by the member , | 21 | | managing member, or manager
director to which the member , | 22 | | managing member, or manager director is not entitled; | 23 | | (3) a breach of a duty under Section 25-35 of the | 24 | | Limited Liability Company Act; | 25 | | (4) intentional infliction of harm on the association | 26 | | or
a member; or |
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| 1 | | (5) an intentional violation of criminal law. | 2 | | (g) A limited worker cooperative association is bound by | 3 | | and may enforce the cooperative agreement, whether or not the | 4 | | association has itself manifested assent to the cooperative | 5 | | agreement. | 6 | | (h) A person that becomes a member of a limited worker | 7 | | cooperative association is deemed to assent to the cooperative | 8 | | agreement. | 9 | | (i) A cooperative agreement may be entered into before, | 10 | | after, or at the time of filing of articles of organization | 11 | | and, whether entered into before, after, or at the time of the | 12 | | filing, may be made effective as of the time of formation of | 13 | | the limited worker cooperative association or as of the time | 14 | | or date provided in the cooperative agreement. | 15 | | (Source: P.A. 101-292, eff. 1-1-20; 102-351, eff. 8-13-21.) | 16 | | (805 ILCS 317/36) | 17 | | Sec. 36. Annual reports. | 18 | | (a) A limited worker cooperative association organized | 19 | | under the laws of this State shall file, within the time | 20 | | prescribed by this Act, an annual report setting forth all of | 21 | | the following: | 22 | | (1) The name of the limited worker cooperative | 23 | | association. | 24 | | (2) The address, including street and number or rural
| 25 | | route number, of its registered office in this State and |
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| 1 | | the name of its registered agent at that address. | 2 | | (3) The address, including street and number or rural
| 3 | | route number of its principal place of business. | 4 | | (4) The name and business address of all of the | 5 | | managers
directors and managing members any member having | 6 | | the authority of a director . | 7 | | (5) Additional information that may be necessary or
| 8 | | appropriate in order to enable the Secretary of State to | 9 | | administer this Act and to verify the proper amount of | 10 | | fees payable by the limited worker cooperative | 11 | | association. | 12 | | The annual report shall be made on forms
prescribed and | 13 | | furnished by the Secretary of State, and the information | 14 | | therein required by paragraphs (1) through (4) of this | 15 | | subsection (a), both inclusive, shall be given as of the date | 16 | | of execution of the annual report. The annual report shall be | 17 | | executed by a manager, managing member, director or, if none, | 18 | | a member designated by the members pursuant to limited worker | 19 | | cooperative association action properly taken under Section | 20 | | 15-1 of the Limited Liability Company Act. | 21 | | (b) The annual report, together with all fees and charges | 22 | | prescribed by this Act, shall be delivered to the Secretary of | 23 | | State within 60 days immediately preceding the first day of | 24 | | the anniversary month. Proof to the satisfaction of the | 25 | | Secretary of State that, before the first day of the | 26 | | anniversary month of the limited worker cooperative |
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| 1 | | association, the report, together with all fees and charges as | 2 | | prescribed by this Act, was deposited in the United States | 3 | | mail in a sealed envelope, properly addressed, with postage | 4 | | prepaid, shall be deemed a compliance with this requirement. | 5 | | If the Secretary of State finds that the report conforms to the | 6 | | requirements of this Act, he or she shall file it. If the | 7 | | Secretary of State finds that it does not so conform, he or she | 8 | | shall promptly return it to the limited worker cooperative | 9 | | association for any necessary corrections, in which event the | 10 | | penalties prescribed for failure to file the report within the | 11 | | time provided shall not apply if the report is corrected to | 12 | | conform to the requirements of this Act and returned to the | 13 | | Secretary of State within 60 days of the original due date of | 14 | | the report.
| 15 | | (Source: P.A. 102-351, eff. 8-13-21.) | 16 | | (805 ILCS 317/61) | 17 | | Sec. 61. Grounds for administrative dissolution. The | 18 | | Secretary of State may dissolve any limited worker cooperative | 19 | | association administratively if: | 20 | | (1) it has failed to file its annual report and pay
its | 21 | | fee as required by this Act before the first day of the | 22 | | anniversary month or has failed to pay any required fees, | 23 | | penalties, or charges; | 24 | | (2) it has failed to file in the Office of the
| 25 | | Secretary of State any report after the expiration of the |
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| 1 | | period prescribed for filing the report; | 2 | | (3) it has misrepresented any material matter in
any | 3 | | application, report, affidavit, or other document | 4 | | submitted by the limited worker cooperative association; | 5 | | (4) it has failed to appoint and maintain a
registered | 6 | | agent in Illinois; | 7 | | (5) a manager, managing member, director or member to | 8 | | whom interrogatories have
been propounded by the Secretary | 9 | | of State as provided in Section 5-60 of the Limited | 10 | | Liability Company Act fails to answer the interrogatories | 11 | | fully and to timely file the answer in the Office of the | 12 | | Secretary of State; or | 13 | | (6) it has tendered payment to the Secretary of State
| 14 | | which is returned due to insufficient funds, a closed | 15 | | account, or for any other reason, and acceptable payment | 16 | | has not been subsequently tendered.
| 17 | | (Source: P.A. 102-351, eff. 8-13-21.) | 18 | | (805 ILCS 317/63) | 19 | | Sec. 63. Reinstatement following dissolution or | 20 | | termination. | 21 | | (a) A limited worker cooperative association dissolved or | 22 | | terminated under Section 60 may be reinstated by the Secretary | 23 | | of State following the date of issuance of the notice of | 24 | | dissolution or statement of termination upon: | 25 | | (1) The filing of an application for reinstatement. |
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| 1 | | (2) The filing with the Secretary of State by the
| 2 | | limited worker cooperative association of all reports then | 3 | | due and theretofore becoming due. | 4 | | (3) The payment to the Secretary of State by the
| 5 | | limited worker cooperative association of all fees and | 6 | | penalties then due and theretofore becoming due. | 7 | | (b) The application for reinstatement shall be executed | 8 | | and filed in duplicate in accordance with Section 25 of this | 9 | | Act and shall set forth all of the following: | 10 | | (1) The name of the limited worker cooperative | 11 | | association at the
time of the issuance of the notice of | 12 | | dissolution or statement of termination. | 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 | | worker cooperative association as changed, provided that | 17 | | any change of name is properly effected under Section 1-10 | 18 | | and Section 5-25 of the Limited Liability Company Act. | 19 | | (3) The date of issuance of the notice of
dissolution | 20 | | or statement of termination. | 21 | | (4) The address, including street and number or rural
| 22 | | route number of the registered office of the limited | 23 | | worker cooperative association upon reinstatement thereof | 24 | | and the name of its registered agent at that address upon | 25 | | the reinstatement of the limited worker cooperative | 26 | | association, provided that any change from either the |
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| 1 | | registered office or the registered agent at the time of | 2 | | dissolution is properly reported under Section 1-35 of the | 3 | | Limited Liability Company Act. | 4 | | (c) When a dissolved or terminated limited worker | 5 | | cooperative association has complied with the provisions of | 6 | | the Section, the Secretary of State shall file the application | 7 | | for reinstatement. | 8 | | (d) Upon the filing of the application for reinstatement, | 9 | | the limited worker cooperative association existence shall be | 10 | | deemed to have continued without interruption from the date of | 11 | | the issuance of the notice of dissolution or statement of | 12 | | termination. The limited worker cooperative association shall | 13 | | stand revived with the powers, duties, and obligations as if | 14 | | it had not been dissolved or terminated. All acts and | 15 | | proceedings of its members, managing members, managers | 16 | | directors , officers, employees, and agents, acting or | 17 | | purporting to act in that capacity, and which would have been | 18 | | legal and valid but for the dissolution or termination, shall | 19 | | stand ratified and confirmed. | 20 | | (e) Without limiting the generality of subsection (d), | 21 | | upon the filing of the application for reinstatement, no | 22 | | member, managing member, manager director , or officer shall be | 23 | | personally liable for the debts and liabilities of the limited | 24 | | worker cooperative association incurred during the period of | 25 | | dissolution or termination by reason of the fact that the | 26 | | limited worker cooperative association was dissolved or |
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| 1 | | terminated at the time the debts or liabilities were incurred.
| 2 | | (Source: P.A. 102-351, eff. 8-13-21.) | 3 | | Section 30. The Entity Omnibus Act is amended by changing | 4 | | Section 111 as follows: | 5 | | (805 ILCS 415/111) | 6 | | Sec. 111. Application of other Acts. The Business | 7 | | Corporation Act of 1983, the General Not For Profit | 8 | | Corporation Act of 1986, the Limited Liability Company Act, | 9 | | the Uniform Limited Partnership Act (2001), and the Uniform | 10 | | Partnership Act (1997) , and the Limited Worker Cooperative
| 11 | | Association Act, as now or hereafter amended, shall govern all | 12 | | matters related to the entities named in each of those Acts and | 13 | | in this Act except where inconsistent with the letter and | 14 | | purpose of this Act. Not-for-profit corporations, subject to | 15 | | the General Not For Profit Corporation Act of 1986, shall not | 16 | | be allowed to convert into a for–profit business entity, | 17 | | whether domestic or foreign. This Act controls in the event of | 18 | | any conflict with the provisions of the above-named Acts or | 19 | | other laws.
| 20 | | (Source: P.A. 101-491, eff. 8-23-19; 102-351, eff. 8-13-21.) | 21 | | Section 35. The Uniform Commercial Code is amended by | 22 | | changing Section 9-525 as follows:
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| 1 | | (810 ILCS 5/9-525)
| 2 | | Sec. 9-525. Fees.
| 3 | | (a) Initial financing
statement or
other record: general | 4 | | rule.
Except as otherwise
provided in subsection (e), the fee | 5 | | for filing and indexing a record under this
Part,
other than an | 6 | | initial financing statement of the kind described in | 7 | | subsection
(b),
is:
| 8 | | (1) $20 if the record is communicated in writing
and | 9 | | consists of one or two pages;
| 10 | | (2) $20 if the record is communicated in
writing and | 11 | | consists of more than two pages; and
| 12 | | (3) $20 if the record is communicated by another
| 13 | | medium authorized by filing-office rule ; and .
| 14 | | (4) $5 if the record is a termination amendment | 15 | | communicated in writing or by another medium authorized by | 16 | | filing-office rule. | 17 | | (b) Initial financing statement:
public-finance
and
| 18 | | manufactured-housing transactions. Except as
otherwise | 19 | | provided in subsection (e), the fee for filing and indexing an
| 20 | | initial
financing statement of the following kind is:
| 21 | | (1) $20 if the financing statement indicates that it | 22 | | is
filed in connection with a public-finance transaction;
| 23 | | (2) $20 if the financing statement indicates that it | 24 | | is
filed in connection with a manufactured-home | 25 | | transaction.
| 26 | | (c) Number of names. The number of names required to be
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| 1 | | indexed does not affect the amount of the fee in subsections | 2 | | (a) and (b).
| 3 | | (d) Response to information request. The fee for | 4 | | responding to a
request for information from the filing | 5 | | office, including for issuing a
certificate
showing | 6 | | communicating whether there is on file any financing
statement | 7 | | naming
a particular debtor, is:
| 8 | | (1) $10 if the request is communicated in writing; and
| 9 | | (2) $10 if the request is communicated by another
| 10 | | medium authorized by filing-office rule.
| 11 | | (e) Record of mortgage. This Section does not require a | 12 | | fee with
respect to a record of a mortgage which is effective | 13 | | as a financing statement
filed as
a fixture filing or as a | 14 | | financing statement covering as-extracted collateral
or timber
| 15 | | to be cut under Section 9-502(c). However, the recording and | 16 | | satisfaction fees
that
otherwise would be applicable to the | 17 | | record of the mortgage apply. | 18 | | (f) Of the total money collected for each filing with the | 19 | | Secretary of State of an original financing statement, amended | 20 | | statement, continuation, or assignment, or for a release of | 21 | | collateral, $12 of the filing fee shall be paid into the | 22 | | Secretary of State Special Services Fund. The remaining $8 | 23 | | shall be deposited into the General Revenue Fund in the State | 24 | | treasury. Of the total money collected for a termination, $3 | 25 | | of the filing fee shall be paid into the Secretary of State | 26 | | Special Services Fund. The remaining $2 shall be deposited |
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| 1 | | into the General Revenue Fund in the State treasury.
| 2 | | (Source: P.A. 93-990, eff. 8-23-04.)
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