Full Text of HB1048 098th General Assembly
HB1048enr 98TH 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 Business Corporation Act of 1983 is amended | 5 | | by changing Sections 5.25 and 13.45 as follows:
| 6 | | (805 ILCS 5/5.25) (from Ch. 32, par. 5.25)
| 7 | | Sec. 5.25. Service of process on domestic or foreign | 8 | | corporation.
| 9 | | (a) Any process, notice, or demand required or permitted by | 10 | | law to be served
upon a domestic corporation or a foreign | 11 | | corporation having authority to
transact business in this State | 12 | | may be served either upon
the registered agent appointed by the | 13 | | corporation or upon the Secretary
of State as provided in this | 14 | | Section.
| 15 | | (b) The Secretary of State shall be irrevocably appointed | 16 | | as an agent
of a domestic corporation or of a foreign | 17 | | corporation having authority upon
whom any process, notice or | 18 | | demand may be served:
| 19 | | (1) Whenever the corporation shall fail to appoint or | 20 | | maintain a
registered
agent in this State, or
| 21 | | (2) Whenever the corporation's registered agent cannot | 22 | | with reasonable
diligence be found at the registered office | 23 | | in this State, or
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| 1 | | (3) When a domestic corporation has been dissolved, the | 2 | | conditions of
paragraph (1) or paragraph (2) exist, and a | 3 | | civil action, suit or
proceeding is instituted against or | 4 | | affecting the corporation within the
five years after the | 5 | | issuance of a certificate of dissolution or the filing
of a | 6 | | judgment of dissolution, or
| 7 | | (4) When a domestic corporation has been dissolved, the | 8 | | conditions of
paragraph (1) or paragraph (2) exist, and a | 9 | | criminal proceeding has been
instituted against or | 10 | | affecting the corporation, or
| 11 | | (5) When the authority of a foreign
corporation to | 12 | | transact business in this State has been revoked or | 13 | | withdrawn .
| 14 | | (c) Service under subsection (b) shall be made by:
| 15 | | (1) Service on the Secretary of State, or on any clerk | 16 | | having charge of
the corporation division of his or her | 17 | | office, of a copy of
the process,
notice or demand, | 18 | | together with any papers required by law to be delivered
in | 19 | | connection with service, and a fee as prescribed by | 20 | | subsection (b) of
Section 15.15 of this Act;
| 21 | | (2) Transmittal by the person instituting the action, | 22 | | suit or proceeding
of notice of the service on the | 23 | | Secretary of State and a copy of the
process, notice or | 24 | | demand and accompanying papers to the corporation being
| 25 | | served, by registered or certified mail:
| 26 | | (i) At the last registered office of the |
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| 1 | | corporation as shown by the
records on file in the | 2 | | office of the Secretary of State; and
| 3 | | (ii) At such address the use of which the person | 4 | | instituting the action,
suit or proceeding knows or, on | 5 | | the basis of reasonable inquiry, has reason
to believe, | 6 | | is most likely to result in actual notice; and
| 7 | | (3) Appendage, by the person instituting the action, | 8 | | suit or proceeding,
of an affidavit of compliance with this | 9 | | Section, in substantially such form
as the Secretary of | 10 | | State may by rule or regulation prescribe, to the
process, | 11 | | notice or demand.
| 12 | | (d) Nothing herein contained shall limit or affect the | 13 | | right to serve
any process, notice, or demand required or | 14 | | permitted by law to be served
upon a corporation in any other | 15 | | manner now or hereafter permitted by law.
| 16 | | (e) The Secretary of State shall keep a record of all | 17 | | processes, notices,
and demands served upon him or her under | 18 | | this Section, and shall record
therein the time of such service | 19 | | and his or her action with reference
thereto, but shall not be | 20 | | required to retain such information for a
period longer than | 21 | | five years from his or her receipt of the service.
| 22 | | (Source: P.A. 92-33, eff. 7-1-01.)
| 23 | | (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
| 24 | | Sec. 13.45. Withdrawal of foreign corporation. A foreign | 25 | | corporation
authorized to transact business in this State may |
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| 1 | | withdraw from this State
upon filing with the Secretary of | 2 | | State an application for withdrawal. In
order to procure such | 3 | | withdrawal, the foreign corporation shall:
| 4 | | (a) execute and file in duplicate, in accordance with | 5 | | Section 1.10
of this Act, an application for withdrawal and | 6 | | a final report, which
shall set forth:
| 7 | | (1) that no proportion of its issued shares is, on | 8 | | the date of
the application, represented by business | 9 | | transacted or property
located in this State;
| 10 | | (2) that it surrenders its authority to transact | 11 | | business in this
State;
| 12 | | (3) that it revokes the authority of its registered | 13 | | agent in this
State to accept service of process and | 14 | | consents that service of process in
any suit, action, | 15 | | or proceeding based upon any cause of action arising in
| 16 | | this State during the time the corporation was licensed | 17 | | to transact business
in this State may thereafter be | 18 | | made on the corporation by service on the Secretary of | 19 | | State;
| 20 | | (4) a post-office address to which may be mailed a | 21 | | copy of any process
against the corporation that may be | 22 | | served on the Secretary of State;
| 23 | | (5) the name of the corporation and the state or | 24 | | country under the laws
of which it is organized;
| 25 | | (6) a statement of the aggregate number of issued | 26 | | shares of the
corporation itemized by classes, and |
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| 1 | | series, if any, within a class, as
of the date of the | 2 | | final report;
| 3 | | (7) a statement of the amount of paid-in capital of | 4 | | the corporation
as of the date of the final report; and
| 5 | | (8) such additional information as may be | 6 | | necessary or appropriate in
order to enable the | 7 | | Secretary of State to determine and assess any unpaid
| 8 | | fees or franchise taxes payable by the foreign | 9 | | corporation as
prescribed in this Act; or
| 10 | | (b) if it has been dissolved, file a copy of the | 11 | | articles of dissolution
duly authenticated by the proper | 12 | | officer of the state or country under the
laws of which the | 13 | | corporation was organized; or
| 14 | | (c) if it has been the non-survivor of a statutory | 15 | | merger and the
surviving
entity corporation was a foreign | 16 | | corporation or limited liability company which had not | 17 | | obtained authority to
transact
business in this State, file | 18 | | a copy of the articles of merger duly
authenticated by the
| 19 | | proper officer of the state or country under the laws of | 20 | | which the corporation or limited liability company
was
| 21 | | organized ; or .
| 22 | | (d) if it has been converted into another entity, file | 23 | | a copy of the articles of conversion duly authenticated by | 24 | | the proper officer of the state or country under the laws | 25 | | of which the corporation was organized. | 26 | | The application for withdrawal and the final report shall |
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| 1 | | be made
on forms prescribed and furnished by the Secretary of | 2 | | State.
| 3 | | When the corporation has complied with
subsection (a) of | 4 | | this Section, the Secretary
of State shall file the application | 5 | | for
withdrawal and mail a copy of the application to the | 6 | | corporation or its
representative. If the provisions of
| 7 | | subsection (b) of this Section have been followed, the
| 8 | | Secretary of State shall file the copy of the articles of | 9 | | dissolution in his
or her office.
| 10 | | Upon the filing of the application for withdrawal or copy | 11 | | of the articles of
dissolution, the authority
of the | 12 | | corporation to transact business in this State shall cease.
| 13 | | (Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59, | 14 | | eff. 7-1-03.)
| 15 | | Section 10. The General Not For Profit Corporation Act of | 16 | | 1986 is amended by changing Section 105.25 as follows:
| 17 | | (805 ILCS 105/105.25) (from Ch. 32, par. 105.25)
| 18 | | Sec. 105.25.
Service of process on domestic or foreign
| 19 | | corporation.
| 20 | | (a) Any process, notice, or demand required
or permitted by | 21 | | law to be served upon a domestic corporation
or a foreign | 22 | | corporation having authority
to conduct affairs in this State | 23 | | may be served either upon
the registered agent appointed by the | 24 | | corporation or upon
the Secretary of State as provided in this |
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| 1 | | Section.
| 2 | | (b) The Secretary of State shall be irrevocably appointed
| 3 | | as an agent of a domestic corporation or of a foreign
| 4 | | corporation having authority upon whom any
process, notice or | 5 | | demand may be served:
| 6 | | (1) Whenever the corporation shall fail to appoint or
| 7 | | maintain a registered agent in this State; or
| 8 | | (2) Whenever the corporation's registered agent cannot
| 9 | | with reasonable diligence be found at the registered office
| 10 | | in this State; or
| 11 | | (3) When a domestic corporation has been dissolved,
the | 12 | | conditions of paragraph (1) or paragraph (2) exist, and
an | 13 | | action, suit or proceeding is instituted against or
| 14 | | affecting the corporation within the two years after the | 15 | | dissolution or the filing of a
judgment of dissolution; or
| 16 | | (3.5) When a domestic corporation has been dissolved, | 17 | | the conditions of paragraph (1) or (2) exist, and a | 18 | | criminal proceeding has been instituted against or | 19 | | affecting the corporation; or
| 20 | | (4) When the authority of a foreign
corporation to | 21 | | transact business has been revoked or withdrawn .
| 22 | | (c) Service under subsection (b) shall be made by:
| 23 | | (1) Service on the Secretary of State, or on any clerk
| 24 | | having charge of the corporation division at his or her
| 25 | | office, of a copy of the process, notice or demand, | 26 | | together
with any papers required by law to be delivered in
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| 1 | | connection with service, and a fee as prescribed by
| 2 | | subsection (b) of Section 115.15 of this Act;
| 3 | | (2) Transmittal by the person instituting the action,
| 4 | | suit or proceeding of notice of the service on the | 5 | | Secretary
of State and a copy of the process, notice or | 6 | | demand and
accompanying papers to the corporation being | 7 | | served, by
registered or certified mail:
| 8 | | (i) At the last registered office of the
| 9 | | corporation as shown by the records on file in the | 10 | | office of
the Secretary of State; or
| 11 | | (ii) At such address the use of which the person
| 12 | | instituting the action, suit or proceeding knows or, on | 13 | | the
basis of reasonable inquiry, has reason to believe | 14 | | is most
likely to result in actual notice; and
| 15 | | (3) Appendage by the person instituting the action,
| 16 | | suit or proceeding of an affidavit of compliance with this
| 17 | | Section in substantially such form as the Secretary of
| 18 | | State may by rule or regulation prescribe, to the process,
| 19 | | notice or demand.
| 20 | | (d) Nothing herein contained shall limit or affect the
| 21 | | right to serve any process, notice, or demand required or
| 22 | | permitted by law to be served upon a corporation in any
other | 23 | | manner now or hereafter permitted by law.
| 24 | | (e) The Secretary of State shall keep a record of all
| 25 | | processes, notices, and demands served upon him or her under
| 26 | | this Section, and shall record therein the time of such
service |
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| 1 | | and his or her action with reference thereto but
shall not be | 2 | | required to retain such information for a
period longer than | 3 | | five years from his or her receipt of the
service.
| 4 | | (Source: P.A. 92-33, eff. 7-1-01.)
| 5 | | Section 15. The Limited Liability Company Act is amended by | 6 | | changing Sections 1-50, 5-5, 5-30, 35-25, 35-30, 45-5, 45-35, | 7 | | 45-40, and 45-50 and by adding Section 45-36 as follows:
| 8 | | (805 ILCS 180/1-50)
| 9 | | Sec. 1-50.
Service of process on limited liability
company.
| 10 | | (a) Any process, notice, or demand required or
permitted by | 11 | | law to be served upon either a limited liability
company or | 12 | | foreign limited liability company shall be served
either upon | 13 | | the registered agent appointed by the limited
liability company | 14 | | or upon the Secretary of State as provided
in this Section.
| 15 | | (b) The Secretary of State shall be irrevocably
appointed | 16 | | as an agent of a limited liability company upon
whom any | 17 | | process, notice, or demand may be served under any
of the | 18 | | following circumstances:
| 19 | | (1) Whenever the limited liability company shall
fail | 20 | | to appoint or maintain a registered agent in this
State.
| 21 | | (2) Whenever the limited liability company's
| 22 | | registered agent cannot with reasonable diligence , by | 23 | | registered or certified
mail, be found at the registered | 24 | | office in this State or
at the principal place of business |
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| 1 | | stated in the
articles of organization.
| 2 | | (3) When a limited liability company has dissolved, the | 3 | | conditions of paragraph (1) and paragraph (2) exist, and a | 4 | | civil action, suit or proceeding is instituted against or | 5 | | affecting the limited liability company within 5 years | 6 | | after the issuance of a certificate of dissolution or the | 7 | | filing of a judgment of dissolution. | 8 | | (4) When a domestic limited liability company has been | 9 | | dissolved, the conditions of paragraph (1) or paragraph (2) | 10 | | exist, and a criminal proceeding has been instituted | 11 | | against or affecting the limited liability company. | 12 | | (5) When the admission of a foreign limited liability | 13 | | company to transact business in this State has been revoked | 14 | | or withdrawn. | 15 | | (c) Service under subsection (b) shall be made by the | 16 | | person instituting
the action by doing
all of the following:
| 17 | | (1) Serving on the Secretary of State, or on any
| 18 | | employee having responsibility for administering this
Act, | 19 | | a copy of the process,
notice, or demand, together with any | 20 | | papers required by
law to be delivered in connection with | 21 | | service and paying the
fee prescribed by Article 50 of this | 22 | | Act.
| 23 | | (2) Transmitting notice of the service
on
the Secretary | 24 | | of State and a copy of the process,
notice, or demand and | 25 | | accompanying papers to the
limited
liability company being | 26 | | served, by registered or
certified mail:
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| 1 | | (A) at the last registered office of the
limited | 2 | | liability company shown by the records on
file in the | 3 | | Office of the Secretary of State; and
| 4 | | (B) at the address the use of which the
person | 5 | | instituting the action, suit, or proceeding
knows or, | 6 | | on the basis of reasonable inquiry, has
reason to | 7 | | believe, is most likely to result in
actual notice.
| 8 | | (3) Attaching an affidavit of
compliance with this | 9 | | Section, in substantially the form
that the Secretary of | 10 | | State may by rule or regulation
prescribe, to the process, | 11 | | notice, or demand.
| 12 | | (d) Nothing herein contained shall limit or affect the
| 13 | | right to serve any process, notice, or demand required or
| 14 | | permitted by law to be served upon a limited liability
company | 15 | | in any other manner now or hereafter permitted by
law.
| 16 | | (e) The Secretary of State shall keep, for a period of
5 | 17 | | years from the date of service, a record of all processes,
| 18 | | notices, and demands served upon him or her under this
Section | 19 | | and shall record therein the time of the service and
such | 20 | | person's action with reference thereto.
| 21 | | (Source: P.A. 87-1062.)
| 22 | | (805 ILCS 180/5-5)
| 23 | | Sec. 5-5. Articles of organization.
| 24 | | (a) The articles of organization shall set forth all of
the | 25 | | following:
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| 1 | | (1) The name of the limited liability company and
the | 2 | | address of its principal place of business which
may, but | 3 | | need not be a place of business in this State.
| 4 | | (2) The purposes for which the limited liability
| 5 | | company is organized, which may be stated to be, or to
| 6 | | include, the transaction of any or all lawful businesses
| 7 | | for which limited liability companies may be organized
| 8 | | under this Act.
| 9 | | (3) The name of its registered agent and the
address of | 10 | | its registered office.
| 11 | | (4) If the limited liability company is to be
managed | 12 | | by a manager or managers, the names and
business
addresses | 13 | | of the initial manager or managers.
| 14 | | (5) If management of the limited liability company
is | 15 | | to be vested in the members
under Section 15-1, then the | 16 | | names and addresses of the
initial member or members.
| 17 | | (5.5) The duration of the limited liability company, | 18 | | which shall be perpetual unless otherwise stated.
| 19 | | (6) (Blank). The latest date, if any, upon which the | 20 | | limited
liability company is to dissolve and other events
| 21 | | of dissolution, if any, that may be agreed upon by the
| 22 | | members under Section 35-1 hereof.
| 23 | | (7) The name and address of each organizer.
| 24 | | (8) Any other provision, not inconsistent with
law, | 25 | | that the members elect to set out in the articles
of | 26 | | organization for the regulation of the internal
affairs of |
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| 1 | | the limited liability company, including any
provisions | 2 | | that, under this Act, are required or
permitted to be set | 3 | | out in the operating agreement of
the limited liability | 4 | | company.
| 5 | | (b) A limited liability company is organized at the
time | 6 | | articles of organization are filed by the Secretary of
State or | 7 | | at any later time, not more than 60 days after the
filing of | 8 | | the articles of organization, specified in the
articles of | 9 | | organization.
| 10 | | (c) Articles of organization for the organization of a | 11 | | limited liability
company for the purpose of accepting and | 12 | | executing trusts shall not be filed by
the Secretary of State | 13 | | until there is delivered to him or her a statement
executed by | 14 | | the Commissioner of the Office of Banks and Real Estate that | 15 | | the
organizers of the limited liability company have made | 16 | | arrangements
with the
Commissioner of the Office of Banks and | 17 | | Real Estate to comply with the
Corporate Fiduciary Act.
| 18 | | (d) Articles of organization for the organization of a | 19 | | limited liability
company as a bank or a savings bank must be | 20 | | filed with the Commissioner of
Banks and Real Estate or,
if the | 21 | | bank or savings bank will be organized under federal law, with | 22 | | the
appropriate federal banking regulator.
| 23 | | (Source: P.A. 93-561, eff. 1-1-04.)
| 24 | | (805 ILCS 180/5-30)
| 25 | | Sec. 5-30. Restated articles of organization. A limited |
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| 1 | | liability company, whenever desired, may
integrate into a | 2 | | single instrument all of the provisions of
its articles of | 3 | | organization which are then in effect and
operative as a result | 4 | | of there having previously been filed
with the Secretary of | 5 | | State one or more instruments under
this Act.
The restated | 6 | | articles of organization shall be
specifically designated as | 7 | | such in the heading. They shall
state, either in their heading | 8 | | or in an introductory
paragraph, (i) the company's present name | 9 | | if the name has been
changed, (ii) the name under which | 10 | | documents were originally filed, and
(iii) the date of filing | 11 | | of the original articles of organization
by the Secretary of | 12 | | State. Restated articles of organization
shall also state that | 13 | | they were duly executed and filed in
accordance with the | 14 | | provisions of this Section. Restated articles of organization | 15 | | shall supersede the original articles of organization and all | 16 | | amendments thereto prior to the effective date of filing the | 17 | | restated articles of organization.
| 18 | | (Source: P.A. 87-1062.)
| 19 | | (805 ILCS 180/35-25)
| 20 | | Sec. 35-25. Grounds for of administrative dissolution. The | 21 | | Secretary of State may dissolve any limited liability
company | 22 | | administratively if any of the following occur :
| 23 | | (1) it has failed to file its annual report and pay its
fee | 24 | | as required by this Act before the first day of the
anniversary | 25 | | month or has failed to pay any fees, penalties, or charges |
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| 1 | | required by this Act , within 180 days of the anniversary day ;
| 2 | | (2) it has failed to file in the Office of the
Secretary of | 3 | | State any report after the expiration of the period prescribed | 4 | | in this Act for filing the report; within 180 days of the date | 5 | | for
filing the report; or
| 6 | | (2.5) it has misrepresented any material matter in any | 7 | | application, report, affidavit, or other document submitted by | 8 | | the limited liability company under this Act; | 9 | | (3) it has failed to appoint and maintain a registered
| 10 | | agent in Illinois within 60 days after a registered agent's | 11 | | notice of
resignation under Section 1-35 ; .
| 12 | | (4) a manager or member to whom interrogatories have been | 13 | | propounded by the Secretary of State as provided in Section | 14 | | 5-60 of this Act fails to answer the interrogatories fully and | 15 | | to timely file the answer in the office of the Secretary of | 16 | | State; or | 17 | | (5) it has tendered payment to the Secretary of State which | 18 | | is returned due to insufficient funds, a closed account, or for | 19 | | any other reason, and acceptable payment has not been | 20 | | subsequently tendered. | 21 | | (Source: P.A. 91-354, eff. 1-1-00.)
| 22 | | (805 ILCS 180/35-30)
| 23 | | Sec. 35-30. Procedure for administrative dissolution.
| 24 | | (a) After the Secretary of State determines that one or | 25 | | more grounds exist
under Section 35-25 for the administrative |
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| 1 | | dissolution of a limited liability
company, the Secretary of | 2 | | State shall send a notice of delinquency by regular
mail to | 3 | | each delinquent limited liability company at its registered | 4 | | office or,
if the limited liability company has failed to | 5 | | maintain a registered office,
then to the last known address | 6 | | shown on the records of the Secretary of State
for the | 7 | | principal place of business of the limited liability company | 8 | | office at which records of the limited liability company are | 9 | | maintained
in accordance with Section 1-40 of this Act .
| 10 | | (b) If the limited liability company does not correct
the | 11 | | default described in paragraphs (1) or (2) of Section 35-25 | 12 | | within 120 days following the date of the notice
of | 13 | | delinquency, the Secretary of State shall thereupon
dissolve | 14 | | the limited liability company by issuing a certificate notice | 15 | | of dissolution that
recites the grounds for dissolution and its | 16 | | effective date. If the limited liability company does not | 17 | | correct the default described in paragraphs (2.5), (3), (4), or | 18 | | (5) of Section 35-25 within 60 days following the notice, the | 19 | | Secretary of State shall dissolve the limited liability company | 20 | | by issuing a certificate of dissolution that recites the | 21 | | grounds for dissolution and its effective date. The Secretary | 22 | | of
State shall file the original of the certificate notice in | 23 | | his or her office and mail one
copy to the limited liability | 24 | | company at its registered office or, if the
limited liability | 25 | | company has failed to maintain a registered office, then to
the | 26 | | last known address shown on the records of the Secretary of |
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| 1 | | State for the
principal place of business of the limited | 2 | | liability company office at which records of the limited | 3 | | liability company are maintained in
accordance with Section | 4 | | 1-40 of this Act .
| 5 | | (c) Upon the administrative dissolution of a limited | 6 | | liability company, a
dissolved limited liability company shall | 7 | | continue for only the purpose of
winding up its business. A | 8 | | dissolved
limited liability company may take all action | 9 | | authorized
under Section 1-30 or necessary to wind up its
| 10 | | business and affairs and terminate.
| 11 | | (Source: P.A. 93-59, eff. 7-1-03.)
| 12 | | (805 ILCS 180/45-5)
| 13 | | Sec. 45-5. Admission to transact business.
| 14 | | (a) Except as provided in Article V of the Illinois | 15 | | Insurance Code,
before transacting business in this State, a
| 16 | | foreign limited liability company shall be admitted to do so
by | 17 | | the Secretary of State. In order to be admitted, a
foreign | 18 | | limited liability company shall submit to the Office
of the | 19 | | Secretary of State an application for admission to
transact | 20 | | business as a foreign limited liability company
setting forth | 21 | | all of the following:
| 22 | | (1) The name of the foreign limited liability
company | 23 | | and, if different, the name under which it
proposes to | 24 | | transact business in this State.
| 25 | | (2) The jurisdiction, date of its formation, and
period |
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| 1 | | of duration.
| 2 | | (3) A certificate stating that the company is in
| 3 | | existence under the laws of the jurisdiction wherein it
is | 4 | | organized executed by the Secretary of State of that
| 5 | | jurisdiction or by some other official that may have
| 6 | | custody of the records pertaining to limited liability
| 7 | | companies (or affidavit from an appropriate official of
the | 8 | | jurisdiction that good standing certificates are not
| 9 | | issued or other evidence of existence which the Secretary | 10 | | of State shall
deem appropriate).
| 11 | | (4) The name and business address of the proposed
| 12 | | registered agent in this State, which registered agent
| 13 | | shall be an individual resident of this State, a
domestic | 14 | | corporation, or a foreign corporation having a
place of | 15 | | business in, and authorized to do business in,
this State; | 16 | | if the registered agent is a corporation,
the corporation | 17 | | must be authorized by its articles of
incorporation to act | 18 | | as a registered agent.
| 19 | | (5) The address , including street and number, rural | 20 | | route number or 911 address, where applicable, of its | 21 | | principal place of business of the office required to be
| 22 | | maintained in the jurisdiction of its organization by
the | 23 | | laws of that jurisdiction or, if not so required, of
the | 24 | | principal place of business of the foreign limited
| 25 | | liability company .
| 26 | | (6) The purpose or purposes for which it was organized |
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| 1 | | and the purpose
or purposes which it proposes to conduct in | 2 | | the transaction of business in this
State.
| 3 | | (7) A statement whether the limited liability company | 4 | | is managed by a
manager or managers or whether management | 5 | | of the limited liability company is
vested in the members.
| 6 | | (8) A statement that the Secretary of State is
| 7 | | appointed the agent of the foreign limited liability
| 8 | | company for service of process under the
circumstances
set | 9 | | forth in subsection (b) of Section 1-50.
| 10 | | (9) All additional information that may be necessary
or | 11 | | appropriate in order to enable the Secretary of State
to | 12 | | determine whether the limited liability company is
| 13 | | entitled to transact business in this State.
| 14 | | (b) No foreign limited liability company shall transact
in | 15 | | this State any business that a limited liability company
formed | 16 | | under the laws of this State is not permitted to
transact. A | 17 | | foreign limited liability company
admitted to transact | 18 | | business in this State shall, until
admission is revoked as | 19 | | provided in this Act,
enjoy the same, but no greater, rights | 20 | | and privileges as a
limited liability company formed under the | 21 | | laws of this
State.
| 22 | | (c) The acceptance and filing by the Office of the
| 23 | | Secretary of State of a foreign limited liability company's
| 24 | | application shall admit the foreign limited liability company
| 25 | | to transact business in the State.
| 26 | | (Source: P.A. 90-424, eff. 1-1-98; 91-593, eff. 8-14-99.)
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| 1 | | (805 ILCS 180/45-35)
| 2 | | Sec. 45-35. Grounds for revocation Revocation of | 3 | | admission. | 4 | | (a) The admission of a foreign limited liability
company to | 5 | | transact business in this State may be revoked by
the Secretary | 6 | | of State if upon the occurrence of any of the
following events :
| 7 | |
(1) The foreign limited company has failed to:
| 8 | | (A) file its limited liability company annual
| 9 | | report and pay its fee as required by this Act before | 10 | | the first day of the anniversary month within the time | 11 | | required by Section 50-1 or
has failed to pay any fees | 12 | | or penalties prescribed
by this Act Article ;
| 13 | | (B) appoint and maintain a registered agent
in | 14 | | Illinois within 60 days after a registered agent's
| 15 | | notice of resignation under Section 1-35;
| 16 | | (C) (blank); file a report upon any change in the | 17 | | name
or business address of the registered agent;
| 18 | | (D) file in the Office of the Secretary of
State | 19 | | any amendment to its application for
admission as | 20 | | specified in Section 45-25 or any report after the | 21 | | expiration of the period prescribed in this Act for | 22 | | filing the report ; or
| 23 | | (E) renew its assumed name, or to apply to change | 24 | | its assumed name
under this Act, when the limited | 25 | | liability company may
only
transact business within |
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| 1 | | this State under its assumed name in accordance with | 2 | | the provisions of Section 45-15 of this Act .
| 3 | |
(2) A misrepresentation has been made of any
material | 4 | | matter in any application, report, affidavit,
or other | 5 | | document submitted by the foreign limited
liability | 6 | | company under this Act Article .
| 7 | | (2.5) A manager or member to whom interrogatories have | 8 | | been propounded by the Secretary of State as provided in | 9 | | Section 5-60 of this Act fails to answer the | 10 | | interrogatories fully and to timely file the answer in the | 11 | | office of the Secretary of State. | 12 | | (3) The Receipt by the Secretary of State receives of a | 13 | | certified copy of a memorandum of judgment relating to a | 14 | | judgment entered for money owed to a unit of local | 15 | | government or school district, together with a statement | 16 | | filed by its attorney that the judgment has not been | 17 | | satisfied and that no appeal has been filed. | 18 | | (4) It has tendered payment to the Secretary of State | 19 | | which is returned due to insufficient funds, a closed | 20 | | account, or for any other reason, and acceptable payment | 21 | | has not been subsequently tendered. | 22 | | (b) (Blank). The admission of a foreign limited liability
| 23 | | company shall not be revoked by the Secretary of State unless
| 24 | | all of the following occur:
| 25 | | (1) The Secretary of State has given the foreign
| 26 | | limited liability company not less than 60 days' notice
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| 1 | | thereof by mail addressed to its registered office in
this | 2 | | State or, if the foreign limited liability company
fails to | 3 | | appoint and maintain a registered agent in this
State, | 4 | | addressed to the office required to be maintained
under | 5 | | paragraph (5) of subsection (a) of Section 45-5.
| 6 | | (2) During that 60 day period, the foreign limited
| 7 | | liability company has failed to file the limited
liability | 8 | | company report, to pay fees or penalties, to
file a report | 9 | | of change regarding the registered agent,
to file any | 10 | | amendment, to correct any
misrepresentation.
| 11 | | (c) (Blank). Upon the expiration of 120 days after the | 12 | | mailing of
the notice, the admission of the foreign limited | 13 | | liability
company to transact business in this State shall | 14 | | cease.
| 15 | | (Source: P.A. 95-515, eff. 8-28-07.)
| 16 | | (805 ILCS 180/45-36 new) | 17 | | Sec. 45-36. Procedure for revocation of admission. | 18 | | (a) After the Secretary of State determines that one or | 19 | | more grounds exist under Section 45-35 for the revocation of | 20 | | admission of a foreign limited liability company, the Secretary | 21 | | of State shall send a notice of delinquency by regular mail to | 22 | | each delinquent limited liability company at its registered | 23 | | office or, if the limited liability company has failed to | 24 | | maintain a registered office, then to the last known address | 25 | | shown on the records of the Secretary of State for the |
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| 1 | | principal place of business. | 2 | | (b) If the limited liability company does not correct the | 3 | | default described in item (A) or (D) of paragraph (1) of | 4 | | subsection (a) of Section 45-35 within 120 days following the | 5 | | date of the notice of delinquency, the Secretary of State shall | 6 | | revoke the admission of the limited liability company by | 7 | | issuing a certificate of revocation that recites the grounds | 8 | | for revocation and its effective date. If the limited liability | 9 | | company does not correct the default described in item (B) or | 10 | | (E) of paragraph (1) or paragraph (2), (2.5), (3), or (4) of | 11 | | subsection (a) of Section 45-35 within 60 days following the | 12 | | notice, the Secretary of State shall revoke the admission of | 13 | | the limited liability company by issuing a certificate of | 14 | | revocation that recites the grounds for revocation and its | 15 | | effective date. The Secretary of State shall file the original | 16 | | of the certificate in his or her office and mail one copy to | 17 | | the limited liability company at its registered office or, if | 18 | | the limited liability company has failed to maintain a | 19 | | registered office, then to the last known address shown on the | 20 | | records of the Secretary of State for the principal place of | 21 | | business. | 22 | | (c) Upon the issuance of a certificate of revocation, the | 23 | | admission of the limited liability company to transact business | 24 | | in this State shall cease and the revoked company shall not | 25 | | thereafter carry on any business in this State.
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| 1 | | (805 ILCS 180/45-40)
| 2 | | Sec. 45-40. Withdrawal.
| 3 | | (a) A foreign limited liability company admitted to
| 4 | | transact business in this State may withdraw from this State
| 5 | | upon filing with the Secretary of State an application for
| 6 | | withdrawal. In order to withdraw, the foreign limited
liability | 7 | | company shall deliver to the Secretary of State an
application | 8 | | for withdrawal, which shall set forth all of the
following:
| 9 | | (1) The name of the limited liability company and
the | 10 | | State or country under the laws of which it is
organized.
| 11 | | (2) That the limited liability company is not
| 12 | | transacting business in this State.
| 13 | | (3) That the limited liability company surrenders
its | 14 | | admission to transact business in this State.
| 15 | | (4) That the limited liability company revokes the
| 16 | | authority of its registered agent in this State to
accept | 17 | | service of process and consents that service of
process in | 18 | | any action, suit, or proceeding based upon
any cause of | 19 | | action arising in this State during the
time the limited | 20 | | liability company was admitted to
transact business in this | 21 | | State may thereafter be made
on the limited liability | 22 | | company by service thereof upon
the Secretary of State.
| 23 | | (5) A post office address to which may be mailed street | 24 | | address to which a person may mail a
copy of any process | 25 | | against the limited liability
company that may be served on | 26 | | the Secretary of State .
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| 1 | | (6) All additional information that is necessary or
| 2 | | appropriate in order to enable the Secretary of State to
| 3 | | determine and assess any unpaid fees payable by the
limited | 4 | | liability company as prescribed in this Article.
| 5 | | (b) The application for withdrawal shall be in the form
and | 6 | | manner designated by the Secretary of State and shall be
| 7 | | executed by the limited liability company by one of its
| 8 | | managers or, if none, any member or members that may be
| 9 | | designated by the members pursuant to limited liability
company | 10 | | action properly taken under applicable local law or,
if the | 11 | | limited liability company is in the hands of a
receiver or | 12 | | trustee, by the receiver or trustee on behalf of
the limited | 13 | | liability company. This report shall be
accompanied by a | 14 | | written declaration that it is made under
the penalties of | 15 | | perjury.
| 16 | | (Source: P.A. 87-1062.)
| 17 | | (805 ILCS 180/45-50)
| 18 | | Sec. 45-50. Action to restrain from transaction of
| 19 | | business. | 20 | | (a) The Attorney General may bring an action to
restrain a | 21 | | foreign limited liability company from transacting
business in | 22 | | this State in violation of this Article. | 23 | | (b) If the authority of a foreign limited liability company | 24 | | to do business in Illinois ceases because of failure to pay a | 25 | | judgment reported to the Secretary of State under subdivision |
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| 1 | | (a)(3) of Section 45-35, then the Attorney General shall bring | 2 | | an action to restrain a foreign limited liability company from | 3 | | transacting business in this State.
| 4 | | (Source: P.A. 95-515, eff. 8-28-07.)
| 5 | | Section 99. Effective date. This Act takes effect July 1, | 6 | | 2013.
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