Full Text of HB0047 102nd General Assembly
HB0047 102ND GENERAL ASSEMBLY |
| | 102ND GENERAL ASSEMBLY
State of Illinois
2021 and 2022 HB0047 Introduced 1/14/2021, by Rep. Joyce Mason SYNOPSIS AS INTRODUCED: |
| 805 ILCS 180/1-20 | | 805 ILCS 180/45-20 | | 805 ILCS 180/50-10 | | 805 ILCS 180/50-45 | | 805 ILCS 180/50-50 | |
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Amends the Limited Liability Company Act. Reduces fees payable to the Secretary of State and the Illinois Supreme Court by 50%. Applies to registration fees, copy fees, expedited service fees, and attorney certificate of registration fees.
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| | A BILL FOR |
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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 Limited Liability Company Act is amended by | 5 | | changing Sections 1-20, 45-20, 50-10, 50-45, and 50-50 as | 6 | | follows:
| 7 | | (805 ILCS 180/1-20)
| 8 | | Sec. 1-20. Assumed name.
| 9 | | (a) A limited liability company or a foreign limited
| 10 | | liability company admitted to transact business or making
| 11 | | application for admission to transact business in Illinois
may | 12 | | elect to adopt an assumed name that complies with the
| 13 | | requirements of Section 1-10 of this Act except (a)(1).
| 14 | | (a-5) As used in this Act, "assumed name" means any name | 15 | | other than the
true
limited liability company name, except | 16 | | that the following do not constitute the
use of an assumed name | 17 | | under this Act:
| 18 | | (1) A limited liability company's
identification of | 19 | | its business with a trademark or service mark of which the
| 20 | | company is the owner or licensed user.
| 21 | | (2) The use of a name of a division,
not containing the | 22 | | word "limited", "liability", or "company" or an | 23 | | abbreviation
of one of those words, provided that the |
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| 1 | | limited liability company also clearly
discloses its true | 2 | | name.
| 3 | | (b) Before transacting any business in Illinois under
an | 4 | | assumed limited liability company name or names, the
limited | 5 | | liability company shall, for each assumed name,
execute and | 6 | | file in duplicate an application setting forth all of the
| 7 | | following:
| 8 | | (1) The true limited liability company 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 company name.
| 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 | | company 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 company that falls within a calendar year
| 21 | | evenly divisible by 5, the right to use the assumed name
shall | 22 | | be effective until the first day of the anniversary
month of | 23 | | the limited liability company that falls within the
next | 24 | | succeeding calendar year evenly divisible by 5.
| 25 | | (d) A limited liability company shall renew the right
to | 26 | | 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 company or foreign limited
| 6 | | liability company 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 company 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.
| 15 | | (5) If the assumed name is to be changed, the
assumed | 16 | | name that the limited liability company
proposes to use.
| 17 | | (f) Upon the filing of an application to change an
assumed | 18 | | name, the limited liability company shall have the
right to | 19 | | use the assumed name for the balance of the period
authorized.
| 20 | | (g) The right to use an assumed name shall be cancelled
by | 21 | | the Secretary of State if any of the following occurs:
| 22 | | (1) The limited liability company fails to
renew an | 23 | | assumed name.
| 24 | | (2) The limited liability company has filed an
| 25 | | application to change or cancel the assumed name.
| 26 | | (3) A limited liability company has been
dissolved.
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| 1 | | (4) A foreign limited liability company has had
its | 2 | | admission to do business in Illinois revoked.
| 3 | | (h) Any limited liability company or foreign limited
| 4 | | liability company failing to pay the prescribed fee for
| 5 | | assumed name renewal when due and payable shall be given
| 6 | | notice of nonpayment by the Secretary of State by
regular | 7 | | mail. If the fee, together with a late fee of $50
$100 , is not | 8 | | paid within 60 days after the notice is mailed,
the right to | 9 | | use the assumed name shall cease.
Any limited liability | 10 | | company or foreign limited
liability company that (i) puts | 11 | | forth any sign or advertisement
assuming any name other than | 12 | | that under which it is organized
or otherwise authorized by | 13 | | law to act or (ii) violates Section 1-27 is
guilty of a
petty | 14 | | offense and shall be fined not less than $501 and not
more than
| 15 | | $1,000. A limited liability company or foreign limited | 16 | | liability company
shall be deemed guilty of an
additional | 17 | | offense for each day it shall continue to so
offend.
Each | 18 | | limited liability company or foreign limited
liability company | 19 | | that fails or refuses (1) to answer
truthfully and fully | 20 | | within the time prescribed by this Act
interrogatories | 21 | | propounded by the Secretary of State in
accordance with this | 22 | | Act or (2) to perform any other act
required by this Act to be | 23 | | performed by the limited liability
company or foreign limited | 24 | | liability company is guilty of a
petty offense and shall be | 25 | | fined not less than $501 and not
more than $1,000.
| 26 | | (i) A foreign limited liability company may not use an |
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| 1 | | assumed or fictitious
name in the conduct of its business to | 2 | | intentionally misrepresent the
geographic origin or location | 3 | | of the company.
| 4 | | (Source: P.A. 93-59, eff. 7-1-03.)
| 5 | | (805 ILCS 180/45-20)
| 6 | | Sec. 45-20.
Registration; registered name of
foreign | 7 | | limited liability company.
| 8 | | (a) Any foreign limited
liability company not transacting | 9 | | business in this State and
not authorized to transact business | 10 | | in this State may
register its name, provided its name is | 11 | | available for use as
determined by the Secretary of State in | 12 | | accordance with the
provisions of this Act that specify name | 13 | | availability for
limited liability companies organized in | 14 | | Illinois.
Registration shall be made by doing the following:
| 15 | | (1) executing and filing in accordance with the
forms | 16 | | and regulations that the Secretary of State may
specify:
| 17 | | (A) an application for registration, stating
the | 18 | | name of the limited liability company, the
State or | 19 | | place under the laws of which it is
organized, the date | 20 | | of its organization, a brief
statement of the business | 21 | | in which it is engaged or
plans to engage, the | 22 | | post-office address of the
limited liability company | 23 | | to which the Secretary of
State may mail notices as | 24 | | required or permitted by
this Act, and that it desires | 25 | | to register its name
under this Section; and
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| 1 | | (B) a certificate setting forth that the
limited | 2 | | liability company is in good standing under
the laws | 3 | | of the State or place wherein it is
organized executed | 4 | | by the Secretary of State of
that state or by some | 5 | | other public official that may
have custody of the | 6 | | records pertaining to limited
liability companies; and
| 7 | | (2) paying to the Secretary of State a fee of
$300.
| 8 | | (b) Registration shall be effective from the date
of | 9 | | filing by the Secretary of State until the first day of
the | 10 | | twelfth month following that date.
| 11 | | (c) Registration may be renewed from year to year
by | 12 | | filing an application for renewal setting forth the facts
| 13 | | required in an original application for registration and | 14 | | accompanied by a
certificate of good standing as required for | 15 | | the original
registration and by paying the fee of $50 $100 | 16 | | within 60 days
immediately preceding the first day of the | 17 | | twelfth month
following the date of filing the original | 18 | | registration or
previous renewal. Renewal shall extend the | 19 | | registration
for 12 months, to expire on the first day of the | 20 | | month in
which the original registration was filed the next | 21 | | year.
| 22 | | (d) Any foreign limited liability company that has in
| 23 | | effect a registration of its name may cancel that
registration | 24 | | at any time by filing an application for
cancellation in the | 25 | | same manner and setting forth the same
facts required to be set | 26 | | forth in an original registration
and paying the fee |
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| 1 | | prescribed by this Act.
| 2 | | (e) The Secretary of State may cancel any registration
if, | 3 | | after a hearing, he or she finds that the application
therefor | 4 | | or any renewal thereof was made contrary to this
Act.
| 5 | | (Source: P.A. 87-1062.)
| 6 | | (805 ILCS 180/50-10)
| 7 | | Sec. 50-10. Fees.
| 8 | | (a) The Secretary of State shall charge and collect in
| 9 | | accordance with the provisions of this Act and rules
| 10 | | promulgated under its authority all of the following:
| 11 | | (1) Fees for filing documents.
| 12 | | (2) Miscellaneous charges.
| 13 | | (3) Fees for the sale of lists of filings and for | 14 | | copies
of any documents.
| 15 | | (b) The Secretary of State shall charge and collect for
| 16 | | all of the following:
| 17 | | (1) Filing articles of organization (domestic), | 18 | | application for
admission (foreign), and restated articles | 19 | | of
organization (domestic), $75 $150 . Notwithstanding the | 20 | | foregoing, the fee for filing articles of organization | 21 | | (domestic), application for admission (foreign), and | 22 | | restated articles of organization (domestic) in connection | 23 | | with a limited liability company with a series or the | 24 | | ability to establish a series pursuant to Section 37-40 of | 25 | | this Act is $200 $400 .
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| 1 | | (2) Filing amendments (domestic or foreign), $25 $50 .
| 2 | | (3) Filing a statement of termination or
application
| 3 | | for withdrawal, $2.50 $5 .
| 4 | | (4) Filing an application to reserve a name, $12.50 | 5 | | $25 .
| 6 | | (5) Filing a notice of cancellation of a reserved | 7 | | name, $2.50 $5 .
| 8 | | (6) Filing a notice of a transfer of a reserved
name, | 9 | | $12.50 $25 .
| 10 | | (7) Registration of a name, $25 $50 .
| 11 | | (8) Renewal of registration of a name, $25 $50 .
| 12 | | (9) Filing an application for use of an assumed
name | 13 | | under Section 1-20 of this Act, $75 $150 for each
year or | 14 | | part thereof ending in 0 or 5, $60 $120 for each year or
| 15 | | part thereof ending in 1 or 6, $45 $90 for each year or | 16 | | part thereof ending in 2 or
7, $30 $60 for each year or | 17 | | part thereof ending in 3 or 8, $15 $30 for each year or
| 18 | | part thereof ending in 4 or 9, and a renewal for each | 19 | | assumed name, $75 $150 .
| 20 | | (9.5) Filing an application for change of an assumed | 21 | | name, $12.50 $25 . | 22 | | (10) Filing an application for cancellation of an | 23 | | assumed
name, $2.50 $5 .
| 24 | | (11) Filing an annual report of a limited liability
| 25 | | company or foreign limited liability company, $37.50 $75 , | 26 | | if
filed as required by this Act, plus a penalty if
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| 1 | | delinquent. Notwithstanding the foregoing, the fee for | 2 | | filing an annual report of a limited liability company or | 3 | | foreign limited liability company is $37.50 $75 plus $25 | 4 | | $50 for each series for which a certificate of designation | 5 | | has been filed pursuant to Section 37-40 of this Act and is | 6 | | in effect on the last day of the third month preceding the | 7 | | company's anniversary month, plus a penalty if delinquent.
| 8 | | (12) Filing an application for reinstatement of a
| 9 | | limited liability company or foreign limited liability
| 10 | | company, $100 $200 .
| 11 | | (13) Filing articles of merger, $50 $100 plus $25 $50 | 12 | | for each party to the
merger in excess of the first 2 | 13 | | parties.
| 14 | | (14) (Blank).
| 15 | | (15) Filing a statement of change of address of | 16 | | registered office or change of registered agent, or both, | 17 | | or filing a statement of correction, $12.50 $25 .
| 18 | | (16) Filing a petition for refund, $2.50 $5 .
| 19 | | (17) Filing a certificate of designation of a limited | 20 | | liability company with a series pursuant to Section 37-40 | 21 | | of this Act, $25 $50 . | 22 | | (18) (Blank). | 23 | | (19) Filing, amending, or cancelling a statement of | 24 | | authority, $25 $50 . | 25 | | (20) Filing, amending, or cancelling a statement of | 26 | | denial, $5 $10 . |
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| 1 | | (21) Filing any other document, $2.50 $5 .
| 2 | | (c) The Secretary of State shall charge and collect all
of | 3 | | the following:
| 4 | | (1) For furnishing a copy or certified copy of any
| 5 | | document, instrument, or paper relating to a limited
| 6 | | liability company or foreign limited liability company,
or | 7 | | for a certificate, $12.50 $25 .
| 8 | | (2) For the transfer of information by computer
| 9 | | process media to any purchaser, fees established by
rule.
| 10 | | (Source: P.A. 100-561, eff. 7-1-18; 100-571, eff. 12-20-17; | 11 | | 101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)
| 12 | | (805 ILCS 180/50-45)
| 13 | | Sec. 50-45. Certificate of registration; attorneys at law. | 14 | | (a) A limited
liability company that is organized to | 15 | | practice law may not engage in the
practice
of law without a | 16 | | certificate of registration from the Supreme Court of
| 17 | | Illinois. Application for registration shall be made in | 18 | | writing and shall
contain the name and address of the limited | 19 | | liability company and such other
information as may be | 20 | | required by the Supreme Court. Upon receipt of the
| 21 | | application, if the Supreme Court finds that the organizers, | 22 | | members, and
managers are each licensed to practice law, no | 23 | | disciplinary action is
pending against any of them, and
it | 24 | | appears that the limited liability company will be conducted | 25 | | in compliance
with the law and the rules of the Supreme Court, |
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| 1 | | the Supreme Court may issue,
upon payment of a registration | 2 | | fee of $25 $50 , a certificate of registration.
| 3 | | Upon written application of the certificate holder and | 4 | | upon completion of a
form prescribed by the Supreme Court, the | 5 | | Supreme Court may renew the
certificate if it finds that the | 6 | | limited liability company has complied with
the Supreme | 7 | | Court's rules and the provisions of this Act. The fee for the
| 8 | | renewal of a
certificate of registration is $20 $40 per year.
| 9 | | The applications submitted and fees payable to the Supreme | 10 | | Court shall be in
addition to the documents, amendments, and | 11 | | reports filed with and the fees and
penalties charged by the | 12 | | Secretary of State.
| 13 | | The certificate of registration shall be conspicuously | 14 | | posted upon the
premises to which it is applicable, and the | 15 | | limited liability company may
have only those offices that are | 16 | | designated by street address in the articles
of organization | 17 | | or as changed by amendment of those articles. A certificate
of | 18 | | registration is not assignable.
| 19 | | (b) Moneys collected under this Section shall be deposited | 20 | | into the Supreme Court Special Purposes Fund. | 21 | | (c) After the effective date of this amendatory Act of the | 22 | | 98th General Assembly, the amount of any fee collected under | 23 | | this Section may be set by Supreme Court rule, except that the | 24 | | amount of the fees shall remain as set by statute until the | 25 | | Supreme Court adopts rules specifying a higher or lower fee | 26 | | amount. |
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| 1 | | (Source: P.A. 98-324, eff. 10-1-13.)
| 2 | | (805 ILCS 180/50-50)
| 3 | | Sec. 50-50. Department of Business Services Special | 4 | | Operations Fund.
| 5 | | (a) A special fund in the State treasury is created and | 6 | | shall be known as
the
Department of Business Services Special | 7 | | Operations Fund. Moneys deposited into
the Fund
shall, subject | 8 | | to appropriation, be used by the Department of Business | 9 | | Services
of the Office
of the Secretary of State, hereinafter | 10 | | "Department", to create and maintain the
capability to
perform | 11 | | expedited services in response to special requests made by the | 12 | | public
for same-day
or 24-hour service. Moneys deposited into | 13 | | the Fund shall be used for, but not
limited to,
expenditures | 14 | | for personal services, retirement, Social Security, | 15 | | contractual
services,
equipment, electronic data processing, | 16 | | and telecommunications.
| 17 | | (b) The balance in the Fund at the end of any fiscal year | 18 | | shall not exceed
$600,000,
and any amount in excess thereof | 19 | | shall be transferred to the General Revenue
Fund.
| 20 | | (c) All fees payable to the Secretary of State under this | 21 | | Section shall be
deposited
into the Fund. No other fees or | 22 | | charges collected under this Act
shall be
deposited into the
| 23 | | Fund.
| 24 | | (d) "Expedited services" means services rendered within | 25 | | the same day, or
within 24
hours from the time, the request |
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| 1 | | therefor is submitted by the filer, law firm,
service company,
| 2 | | or messenger physically in person or, at the Secretary of | 3 | | State's discretion,
by electronic means, to the Department's | 4 | | Springfield Office and
includes, but is not limited to,
| 5 | | requests for certified copies, photocopies, and computer | 6 | | abstracts
made in person to the
Department's Springfield | 7 | | Office or to the Department's Chicago
Office. A request | 8 | | submitted by electronic means may not be considered a request | 9 | | for expedited services solely because of its submission by | 10 | | electronic means, unless expedited service is requested by the | 11 | | filer.
| 12 | | (e) Fees for expedited services shall be as follows:
| 13 | | Restated articles of organization, $100 $200 ;
| 14 | | Merger, $100 $200 ;
| 15 | | Articles of organization, $50 $100 ;
| 16 | | Articles of amendment, $50 $100 ;
| 17 | | Reinstatement, $50 $100 ;
| 18 | | Application for admission to transact business, $50 | 19 | | $100 ;
| 20 | | Computer abstract, $10 $20 ;
| 21 | | All other filings, copies of documents and copies of
| 22 | | documents of
dissolved or revoked limited liability | 23 | | companies, $25 $50 .
| 24 | | (f) The Secretary may not provide expedited services for | 25 | | the online electronic filing of annual reports or requests for | 26 | | certificates of good standing. |
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| 1 | | (Source: P.A. 100-186, eff. 7-1-18; 100-561, eff. 7-1-18; | 2 | | 101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)
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