Full Text of SB1576 095th General Assembly
SB1576enr 95TH GENERAL ASSEMBLY
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SB1576 Enrolled |
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| AN ACT concerning business.
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| Be it enacted by the People of the State of Illinois,
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| represented in the General Assembly:
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| Section 5. The Business Corporation Act of 1983 is amended | 5 |
| by changing Sections 13.50, 13.55, and 13.70 as follows:
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| (805 ILCS 5/13.50) (from Ch. 32, par. 13.50)
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| Sec. 13.50. Grounds for revocation of authority. The | 8 |
| authority of a foreign corporation to transact
business in this | 9 |
| State may be revoked by the Secretary of State:
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| (a) Upon the failure of an officer or director to whom
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| interrogatories have been propounded by the Secretary of State | 12 |
| as
provided in this Act, to answer the same fully and to file | 13 |
| such answer
in the office of the Secretary of State.
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| (b) If the answer to such interrogatories discloses, or if | 15 |
| the fact
is otherwise ascertained, that the proportion of the | 16 |
| sum of the paid-in
capital of such corporation represented in | 17 |
| this
State is greater than the amount on which such corporation | 18 |
| has
theretofore paid fees and franchise taxes, and the | 19 |
| deficiency therein is
not paid.
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| (c) If the corporation for a period of one year has | 21 |
| transacted no
business and has had no tangible property in this | 22 |
| State as revealed by
its annual reports.
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| (d) Upon the failure of the corporation to keep on
file in |
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| the office of the Secretary of State duly authenticated copies
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| of each amendment to its articles of incorporation.
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| (e) Upon the failure of the corporation to appoint
and | 4 |
| maintain a registered agent in this State.
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| (f) Upon the failure of the corporation to file for
record | 6 |
| in the office of the recorder of the county in which its
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| registered office is situated,
any appointment of registered | 8 |
| agent.
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| (g) Upon the failure of the corporation to file any report
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| after the period prescribed by this Act for the filing of
such | 11 |
| report.
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| (h) Upon the failure of the corporation to pay any
fees, | 13 |
| franchise taxes, or charges prescribed by this Act.
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| (i) For misrepresentation of any material matter in any | 15 |
| application,
report, affidavit, or other document filed by such | 16 |
| corporation pursuant
to this Act.
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| (j) Upon the failure of the corporation to renew its | 18 |
| assumed name or to
apply to change its assumed name pursuant to | 19 |
| the provisions of this Act,
when the corporation can only | 20 |
| transact business within this State under
its assumed name in | 21 |
| accordance with the provisions of Section 4.05 of this Act.
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| (k) When under the provisions of the "Consumer Fraud and | 23 |
| Deceptive Business
Practices Act" a court has found that the | 24 |
| corporation substantially and
willfully violated such Act.
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| (l) Upon tender of payment to the Secretary of State which | 26 |
| is subsequently
returned due to insufficient funds, a closed |
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| account, or any other reason, and
acceptable
payment has not | 2 |
| been subsequently tendered.
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| (m) When the Secretary of State receives a copy of a | 4 |
| memorandum of judgment relating to a judgment entered for money | 5 |
| owed to a unit of local government or school district, together | 6 |
| with a statement filed by its attorney that the judgment has | 7 |
| not been satisfied and that no appeal has been filed.
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| (Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
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| (805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
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| Sec. 13.55. Procedure for revocation of authority.
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| (a) After the Secretary of State determines that one or | 12 |
| more grounds exist
under Section 13.50 for the revocation of | 13 |
| authority of
a foreign corporation, he or she shall send by | 14 |
| regular mail to each delinquent
corporation a Notice of | 15 |
| Delinquency to its registered office, or, if the
corporation | 16 |
| has failed to maintain a registered office, then to the | 17 |
| president
or other principal officer at the last known office | 18 |
| of said officer.
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| (b) If the corporation does not correct the default
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| described in paragraphs (c) through (k) , and paragraph (m), of | 21 |
| Section 13.50 within 90 days
following
such notice, the | 22 |
| Secretary of State shall thereupon revoke the authority of the
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| corporation by issuing a certificate of revocation that
recites | 24 |
| the grounds for revocation and its effective date.
If the | 25 |
| corporation does not correct the default described in paragraph |
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| (a),
(b), or (l) of
Section 13.50, within 30 days following | 2 |
| such notice, the Secretary of State
shall
thereupon revoke the | 3 |
| authority of the corporation by issuing a certificate of
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| revocation as
herein prescribed.
The Secretary
of State shall | 5 |
| file the original of the certificate in his or her office,
mail | 6 |
| one copy to the corporation at its registered office
or, if the | 7 |
| corporation has failed to maintain a registered office, then to
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| the president or
other principal officer at the last known | 9 |
| office of said officer,
and file one copy
for record in the | 10 |
| office of the recorder of the county in which
the registered | 11 |
| office of the corporation in this State is situated,
to be | 12 |
| recorded by such recorder. The recorder shall submit for | 13 |
| payment to
the Secretary of State, on a quarterly basis, the | 14 |
| amount of filing fees
incurred.
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| (c) Upon the issuance of the certificate of revocation, the | 16 |
| authority
of the corporation to transact business in this State | 17 |
| shall cease and such
revoked corporation shall not thereafter | 18 |
| carry on any business in this State.
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| (Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
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| (805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
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| Sec. 13.70. Transacting business without authority.
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| (a) No foreign corporation transacting business in this | 23 |
| State without
authority to do so is permitted to maintain a | 24 |
| civil
action in any
court of this State, until the corporation | 25 |
| obtains that
authority. Nor shall a civil action be maintained |
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| in any court of this
State by any successor or assignee of the | 2 |
| corporation on any right, claim
or demand arising out of the | 3 |
| transaction of business by the corporation in
this State, until | 4 |
| authority to transact business in this
State is obtained by the
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| corporation or by a corporation that has acquired all or | 6 |
| substantially all
of its assets.
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| (b) The failure of a foreign corporation to obtain
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| authority to transact business in this State does not impair | 9 |
| the validity
of any contract or act of the corporation, and | 10 |
| does not prevent the
corporation from defending any action in | 11 |
| any court of this State.
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| (c) A foreign corporation that transacts business in this | 13 |
| State without authority is liable to this State, for the years | 14 |
| or parts
thereof during which it transacted business in this | 15 |
| State without authority, in an amount equal to all fees, | 16 |
| franchise taxes,
penalties and other charges that would have | 17 |
| been imposed by this Act upon
the corporation had it duly | 18 |
| applied for and received
authority to transact business in this | 19 |
| State as required by this Act, but
failed to pay the franchise | 20 |
| taxes that would have been computed thereon,
and thereafter | 21 |
| filed all reports required by this Act; and, if a
corporation | 22 |
| fails to file an application for
authority within 60 days
after | 23 |
| it commences business in this State, in addition
thereto it is | 24 |
| liable for a penalty of either 10% of the filing fee,
license | 25 |
| fee and franchise taxes or $200 plus $5.00 for each month or
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| fraction thereof in which it has continued to transact business |
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| in this
State without authority therefor, whichever penalty is
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| greater. The Attorney General shall bring proceedings to | 3 |
| recover all
amounts due this State under this Section.
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| (d) The Attorney General shall bring an action to restrain | 5 |
| a foreign corporation from transacting business in this State, | 6 |
| if the authority of the foreign corporation to transact | 7 |
| business has been revoked under subsection (m) of Section 13.50 | 8 |
| of this Act.
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| (Source: P.A. 92-33, eff. 7-1-01.)
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| Section 10. The Limited Liability Company Act is amended by | 11 |
| changing Sections 45-35 and 45-50 as follows:
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| (805 ILCS 180/45-35)
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| Sec. 45-35. Revocation of admission.
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| (a) The admission of a foreign limited liability
company to | 15 |
| transact business in this State may be revoked by
the Secretary | 16 |
| of State upon the occurrence of any of the
following events:
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| (1) The foreign limited company has failed to:
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| (A) file its limited liability company annual
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| report within the time required by Section 50-1 or
has | 20 |
| failed to pay any fees or penalties prescribed
by this | 21 |
| Article;
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| (B) appoint and maintain a registered agent
in | 23 |
| Illinois within 60 days after a registered agent's
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| notice of resignation under Section 1-35;
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| (C) file a report upon any change in the name
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| business address of the registered agent;
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| (D) file in the Office of the Secretary of
State | 4 |
| any amendment to its application for
admission as | 5 |
| specified in Section 45-25; or
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| (E) renew its assumed name, or to apply to change | 7 |
| its assumed name
under this Act, when the limited | 8 |
| liability company may
only
transact business within | 9 |
| this State under its assumed name.
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| (2) A misrepresentation has been made of any
material | 11 |
| matter in any application, report, affidavit,
or other | 12 |
| document submitted by the foreign limited
liability | 13 |
| company under this Article.
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| (3) Receipt by the Secretary of State of a certified | 15 |
| copy of a memorandum of judgment relating to a judgment | 16 |
| entered for money owed to a unit of local government or | 17 |
| school district, together with a statement filed by its | 18 |
| attorney that the judgment has not been satisfied and that | 19 |
| no appeal has been filed.
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| (b) The admission of a foreign limited liability
company | 21 |
| shall not be revoked by the Secretary of State unless
all of | 22 |
| the following occur:
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| (1) The Secretary of State has given the foreign
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| limited liability company not less than 60 days' notice
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| thereof by mail addressed to its registered office in
this | 26 |
| State or, if the foreign limited liability company
fails to |
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| appoint and maintain a registered agent in this
State, | 2 |
| addressed to the office required to be maintained
under | 3 |
| paragraph (5) of subsection (a) of Section 45-5.
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| (2) During that 60 day period, the foreign limited
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| liability company has failed to file the limited
liability | 6 |
| company report, to pay fees or penalties, to
file a report | 7 |
| of change regarding the registered agent,
to file any | 8 |
| amendment, or to correct any
misrepresentation.
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| (c) Upon the expiration of 120 days after the mailing of
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| the notice, the admission of the foreign limited liability
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| company to transact business in this State shall cease.
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| (Source: P.A. 93-59, eff. 7-1-03.)
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| (805 ILCS 180/45-50)
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| Sec. 45-50. Action to restrain from transaction of
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| business. | 16 |
| (a) The Attorney General may bring an action to
restrain a | 17 |
| foreign limited liability company from transacting
business in | 18 |
| this State in violation of this Article. | 19 |
| (b) If the authority of a foreign limited liability company | 20 |
| to do business in Illinois ceases because of failure to pay a | 21 |
| judgment reported to the Secretary of State under subdivision | 22 |
| (a)(3) of Section 45-35, then the Attorney General shall bring | 23 |
| an action to restrain a foreign limited liability company from | 24 |
| transacting business in this State.
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| (Source: P.A. 87-1062.)
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| Section 99. Effective date. This Act takes effect upon | 2 |
| becoming law.
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