Public Act 098-0171
Public Act 0171 98TH GENERAL ASSEMBLY
|
Public Act 098-0171
| | HB1048 Enrolled | LRB098 04037 MLW 34057 b |
|
| AN ACT concerning business.
| Be it enacted by the People of the State of Illinois,
| represented in the General Assembly:
| Section 5. The Business Corporation Act of 1983 is amended | by changing Sections 5.25 and 13.45 as follows:
| (805 ILCS 5/5.25) (from Ch. 32, par. 5.25)
| Sec. 5.25. Service of process on domestic or foreign | corporation.
| (a) Any process, notice, or demand required or permitted by | law to be served
upon a domestic corporation or a foreign | corporation having authority to
transact business in this State | may be served either upon
the registered agent appointed by the | corporation or upon the Secretary
of State as provided in this | Section.
| (b) The Secretary of State shall be irrevocably appointed | as an agent
of a domestic corporation or of a foreign | corporation having authority upon
whom any process, notice or | demand may be served:
| (1) Whenever the corporation shall fail to appoint or | maintain a
registered
agent in this State, or
| (2) Whenever the corporation's registered agent cannot | with reasonable
diligence be found at the registered office | in this State, or
|
| (3) When a domestic corporation has been dissolved, the | conditions of
paragraph (1) or paragraph (2) exist, and a | civil action, suit or
proceeding is instituted against or | affecting the corporation within the
five years after the | issuance of a certificate of dissolution or the filing
of a | judgment of dissolution, or
| (4) When a domestic corporation has been dissolved, the | conditions of
paragraph (1) or paragraph (2) exist, and a | criminal proceeding has been
instituted against or | affecting the corporation, or
| (5) When the authority of a foreign
corporation to | transact business in this State has been revoked or | withdrawn.
| (c) Service under subsection (b) shall be made by:
| (1) Service on the Secretary of State, or on any clerk | having charge of
the corporation division of his or her | office, of a copy of
the process,
notice or demand, | together with any papers required by law to be delivered
in | connection with service, and a fee as prescribed by | subsection (b) of
Section 15.15 of this Act;
| (2) Transmittal by the person instituting the action, | suit or proceeding
of notice of the service on the | Secretary of State and a copy of the
process, notice or | demand and accompanying papers to the corporation being
| served, by registered or certified mail:
| (i) At the last registered office of the |
| corporation as shown by the
records on file in the | office of the Secretary of State; and
| (ii) At such address the use of which the person | instituting the action,
suit or proceeding knows or, on | the basis of reasonable inquiry, has reason
to believe, | is most likely to result in actual notice; and
| (3) Appendage, by the person instituting the action, | suit or proceeding,
of an affidavit of compliance with this | Section, in substantially such form
as the Secretary of | State may by rule or regulation prescribe, to the
process, | notice or demand.
| (d) Nothing herein contained shall limit or affect the | right to serve
any process, notice, or demand required or | permitted by law to be served
upon a corporation in any other | manner now or hereafter permitted by law.
| (e) The Secretary of State shall keep a record of all | processes, notices,
and demands served upon him or her under | this Section, and shall record
therein the time of such service | and his or her action with reference
thereto, but shall not be | required to retain such information for a
period longer than | five years from his or her receipt of the service.
| (Source: P.A. 92-33, eff. 7-1-01.)
| (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
| Sec. 13.45. Withdrawal of foreign corporation. A foreign | corporation
authorized to transact business in this State may |
| withdraw from this State
upon filing with the Secretary of | State an application for withdrawal. In
order to procure such | withdrawal, the foreign corporation shall:
| (a) execute and file in duplicate, in accordance with | Section 1.10
of this Act, an application for withdrawal and | a final report, which
shall set forth:
| (1) that no proportion of its issued shares is, on | the date of
the application, represented by business | transacted or property
located in this State;
| (2) that it surrenders its authority to transact | business in this
State;
| (3) that it revokes the authority of its registered | agent in this
State to accept service of process and | consents that service of process in
any suit, action, | or proceeding based upon any cause of action arising in
| this State during the time the corporation was licensed | to transact business
in this State may thereafter be | made on the corporation by service on the Secretary of | State;
| (4) a post-office address to which may be mailed a | copy of any process
against the corporation that may be | served on the Secretary of State;
| (5) the name of the corporation and the state or | country under the laws
of which it is organized;
| (6) a statement of the aggregate number of issued | shares of the
corporation itemized by classes, and |
| series, if any, within a class, as
of the date of the | final report;
| (7) a statement of the amount of paid-in capital of | the corporation
as of the date of the final report; and
| (8) such additional information as may be | necessary or appropriate in
order to enable the | Secretary of State to determine and assess any unpaid
| fees or franchise taxes payable by the foreign | corporation as
prescribed in this Act; or
| (b) if it has been dissolved, file a copy of the | articles of dissolution
duly authenticated by the proper | officer of the state or country under the
laws of which the | corporation was organized; or
| (c) if it has been the non-survivor of a statutory | merger and the
surviving
entity corporation was a foreign | corporation or limited liability company which had not | obtained authority to
transact
business in this State, file | a copy of the articles of merger duly
authenticated by the
| proper officer of the state or country under the laws of | which the corporation or limited liability company
was
| organized; or .
| (d) if it has been converted into another entity, file | a copy of the articles of conversion duly authenticated by | the proper officer of the state or country under the laws | of which the corporation was organized. | The application for withdrawal and the final report shall |
| be made
on forms prescribed and furnished by the Secretary of | State.
| When the corporation has complied with
subsection (a) of | this Section, the Secretary
of State shall file the application | for
withdrawal and mail a copy of the application to the | corporation or its
representative. If the provisions of
| subsection (b) of this Section have been followed, the
| Secretary of State shall file the copy of the articles of | dissolution in his
or her office.
| Upon the filing of the application for withdrawal or copy | of the articles of
dissolution, the authority
of the | corporation to transact business in this State shall cease.
| (Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59, | eff. 7-1-03.)
| Section 10. The General Not For Profit Corporation Act of | 1986 is amended by changing Section 105.25 as follows:
| (805 ILCS 105/105.25) (from Ch. 32, par. 105.25)
| Sec. 105.25.
Service of process on domestic or foreign
| corporation.
| (a) Any process, notice, or demand required
or permitted by | law to be served upon a domestic corporation
or a foreign | corporation having authority
to conduct affairs in this State | may be served either upon
the registered agent appointed by the | corporation or upon
the Secretary of State as provided in this |
| Section.
| (b) The Secretary of State shall be irrevocably appointed
| as an agent of a domestic corporation or of a foreign
| corporation having authority upon whom any
process, notice or | demand may be served:
| (1) Whenever the corporation shall fail to appoint or
| maintain a registered agent in this State; or
| (2) Whenever the corporation's registered agent cannot
| with reasonable diligence be found at the registered office
| in this State; or
| (3) When a domestic corporation has been dissolved,
the | conditions of paragraph (1) or paragraph (2) exist, and
an | action, suit or proceeding is instituted against or
| affecting the corporation within the two years after the | dissolution or the filing of a
judgment of dissolution; or
| (3.5) When a domestic corporation has been dissolved, | the conditions of paragraph (1) or (2) exist, and a | criminal proceeding has been instituted against or | affecting the corporation; or
| (4) When the authority of a foreign
corporation to | transact business has been revoked or withdrawn.
| (c) Service under subsection (b) shall be made by:
| (1) Service on the Secretary of State, or on any clerk
| having charge of the corporation division at his or her
| office, of a copy of the process, notice or demand, | together
with any papers required by law to be delivered in
|
| connection with service, and a fee as prescribed by
| subsection (b) of Section 115.15 of this Act;
| (2) Transmittal by the person instituting the action,
| suit or proceeding of notice of the service on the | Secretary
of State and a copy of the process, notice or | demand and
accompanying papers to the corporation being | served, by
registered or certified mail:
| (i) At the last registered office of the
| corporation as shown by the records on file in the | office of
the Secretary of State; or
| (ii) At such address the use of which the person
| instituting the action, suit or proceeding knows or, on | the
basis of reasonable inquiry, has reason to believe | is most
likely to result in actual notice; and
| (3) Appendage by the person instituting the action,
| suit or proceeding of an affidavit of compliance with this
| Section in substantially such form as the Secretary of
| State may by rule or regulation prescribe, to the process,
| notice or demand.
| (d) Nothing herein contained shall limit or affect the
| right to serve any process, notice, or demand required or
| permitted by law to be served upon a corporation in any
other | manner now or hereafter permitted by law.
| (e) The Secretary of State shall keep a record of all
| processes, notices, and demands served upon him or her under
| this Section, and shall record therein the time of such
service |
| and his or her action with reference thereto but
shall not be | required to retain such information for a
period longer than | five years from his or her receipt of the
service.
| (Source: P.A. 92-33, eff. 7-1-01.)
| Section 15. The Limited Liability Company Act is amended by | changing Sections 1-50, 5-5, 5-30, 35-25, 35-30, 45-5, 45-35, | 45-40, and 45-50 and by adding Section 45-36 as follows:
| (805 ILCS 180/1-50)
| Sec. 1-50.
Service of process on limited liability
company.
| (a) Any process, notice, or demand required or
permitted by | law to be served upon either a limited liability
company or | foreign limited liability company shall be served
either upon | the registered agent appointed by the limited
liability company | or upon the Secretary of State as provided
in this Section.
| (b) The Secretary of State shall be irrevocably
appointed | as an agent of a limited liability company upon
whom any | process, notice, or demand may be served under any
of the | following circumstances:
| (1) Whenever the limited liability company shall
fail | to appoint or maintain a registered agent in this
State.
| (2) Whenever the limited liability company's
| registered agent cannot with reasonable diligence , by | registered or certified
mail, be found at the registered | office in this State or
at the principal place of business |
| stated in the
articles of organization.
| (3) When a limited liability company has dissolved, the | conditions of paragraph (1) and paragraph (2) exist, and a | civil action, suit or proceeding is instituted against or | affecting the limited liability company within 5 years | after the issuance of a certificate of dissolution or the | filing of a judgment of dissolution. | (4) When a domestic limited liability company has been | dissolved, the conditions of paragraph (1) or paragraph (2) | exist, and a criminal proceeding has been instituted | against or affecting the limited liability company. | (5) When the admission of a foreign limited liability | company to transact business in this State has been revoked | or withdrawn. | (c) Service under subsection (b) shall be made by the | person instituting
the action by doing
all of the following:
| (1) Serving on the Secretary of State, or on any
| employee having responsibility for administering this
Act, | a copy of the process,
notice, or demand, together with any | papers required by
law to be delivered in connection with | service and paying the
fee prescribed by Article 50 of this | Act.
| (2) Transmitting notice of the service
on
the Secretary | of State and a copy of the process,
notice, or demand and | accompanying papers to the
limited
liability company being | served, by registered or
certified mail:
|
| (A) at the last registered office of the
limited | liability company shown by the records on
file in the | Office of the Secretary of State; and
| (B) at the address the use of which the
person | instituting the action, suit, or proceeding
knows or, | on the basis of reasonable inquiry, has
reason to | believe, is most likely to result in
actual notice.
| (3) Attaching an affidavit of
compliance with this | Section, in substantially the form
that the Secretary of | State may by rule or regulation
prescribe, to the process, | notice, or demand.
| (d) Nothing herein contained shall limit or affect the
| right to serve any process, notice, or demand required or
| permitted by law to be served upon a limited liability
company | in any other manner now or hereafter permitted by
law.
| (e) The Secretary of State shall keep, for a period of
5 | years from the date of service, a record of all processes,
| notices, and demands served upon him or her under this
Section | and shall record therein the time of the service and
such | person's action with reference thereto.
| (Source: P.A. 87-1062.)
| (805 ILCS 180/5-5)
| Sec. 5-5. Articles of organization.
| (a) The articles of organization shall set forth all of
the | following:
|
| (1) The name of the limited liability company and
the | address of its principal place of business which
may, but | need not be a place of business in this State.
| (2) The purposes for which the limited liability
| company is organized, which may be stated to be, or to
| include, the transaction of any or all lawful businesses
| for which limited liability companies may be organized
| under this Act.
| (3) The name of its registered agent and the
address of | its registered office.
| (4) If the limited liability company is to be
managed | by a manager or managers, the names and
business
addresses | of the initial manager or managers.
| (5) If management of the limited liability company
is | to be vested in the members
under Section 15-1, then the | names and addresses of the
initial member or members.
| (5.5) The duration of the limited liability company, | which shall be perpetual unless otherwise stated.
| (6) (Blank). The latest date, if any, upon which the | limited
liability company is to dissolve and other events
| of dissolution, if any, that may be agreed upon by the
| members under Section 35-1 hereof.
| (7) The name and address of each organizer.
| (8) Any other provision, not inconsistent with
law, | that the members elect to set out in the articles
of | organization for the regulation of the internal
affairs of |
| the limited liability company, including any
provisions | that, under this Act, are required or
permitted to be set | out in the operating agreement of
the limited liability | company.
| (b) A limited liability company is organized at the
time | articles of organization are filed by the Secretary of
State or | at any later time, not more than 60 days after the
filing of | the articles of organization, specified in the
articles of | organization.
| (c) Articles of organization for the organization of a | limited liability
company for the purpose of accepting and | executing trusts shall not be filed by
the Secretary of State | until there is delivered to him or her a statement
executed by | the Commissioner of the Office of Banks and Real Estate that | the
organizers of the limited liability company have made | arrangements
with the
Commissioner of the Office of Banks and | Real Estate to comply with the
Corporate Fiduciary Act.
| (d) Articles of organization for the organization of a | limited liability
company as a bank or a savings bank must be | filed with the Commissioner of
Banks and Real Estate or,
if the | bank or savings bank will be organized under federal law, with | the
appropriate federal banking regulator.
| (Source: P.A. 93-561, eff. 1-1-04.)
| (805 ILCS 180/5-30)
| Sec. 5-30. Restated articles of organization. A limited |
| liability company, whenever desired, may
integrate into a | single instrument all of the provisions of
its articles of | organization which are then in effect and
operative as a result | of there having previously been filed
with the Secretary of | State one or more instruments under
this Act.
The restated | articles of organization shall be
specifically designated as | such in the heading. They shall
state, either in their heading | or in an introductory
paragraph, (i) the company's present name | if the name has been
changed, (ii) the name under which | documents were originally filed, and
(iii) the date of filing | of the original articles of organization
by the Secretary of | State. Restated articles of organization
shall also state that | they were duly executed and filed in
accordance with the | provisions of this Section. Restated articles of organization | shall supersede the original articles of organization and all | amendments thereto prior to the effective date of filing the | restated articles of organization.
| (Source: P.A. 87-1062.)
| (805 ILCS 180/35-25)
| Sec. 35-25. Grounds for of administrative dissolution. The | Secretary of State may dissolve any limited liability
company | administratively if any of the following occur:
| (1) it has failed to file its annual report and pay its
fee | as required by this Act before the first day of the
anniversary | month or has failed to pay any fees, penalties, or charges |
| required by this Act , within 180 days of the anniversary day;
| (2) it has failed to file in the Office of the
Secretary of | State any report after the expiration of the period prescribed | in this Act for filing the report; within 180 days of the date | for
filing the report; or
| (2.5) it has misrepresented any material matter in any | application, report, affidavit, or other document submitted by | the limited liability company under this Act; | (3) it has failed to appoint and maintain a registered
| agent in Illinois within 60 days after a registered agent's | notice of
resignation under Section 1-35; .
| (4) a manager or member to whom interrogatories have been | propounded by the Secretary of State as provided in Section | 5-60 of this Act fails to answer the interrogatories fully and | to timely file the answer in the office of the Secretary of | State; or | (5) it has tendered payment to the Secretary of State which | is returned due to insufficient funds, a closed account, or for | any other reason, and acceptable payment has not been | subsequently tendered. | (Source: P.A. 91-354, eff. 1-1-00.)
| (805 ILCS 180/35-30)
| Sec. 35-30. Procedure for administrative dissolution.
| (a) After the Secretary of State determines that one or | more grounds exist
under Section 35-25 for the administrative |
| dissolution of a limited liability
company, the Secretary of | State shall send a notice of delinquency by regular
mail to | each delinquent limited liability company at its registered | office or,
if the limited liability company has failed to | maintain a registered office,
then to the last known address | shown on the records of the Secretary of State
for the | principal place of business of the limited liability company | office at which records of the limited liability company are | maintained
in accordance with Section 1-40 of this Act.
| (b) If the limited liability company does not correct
the | default described in paragraphs (1) or (2) of Section 35-25 | within 120 days following the date of the notice
of | delinquency, the Secretary of State shall thereupon
dissolve | the limited liability company by issuing a certificate notice | of dissolution that
recites the grounds for dissolution and its | effective date. If the limited liability company does not | correct the default described in paragraphs (2.5), (3), (4), or | (5) of Section 35-25 within 60 days following the notice, the | Secretary of State shall dissolve the limited liability company | by issuing a certificate of dissolution that recites the | grounds for dissolution and its effective date. The Secretary | of
State shall file the original of the certificate notice in | his or her office and mail one
copy to the limited liability | company at its registered office or, if the
limited liability | company has failed to maintain a registered office, then to
the | last known address shown on the records of the Secretary of |
| State for the
principal place of business of the limited | liability company office at which records of the limited | liability company are maintained in
accordance with Section | 1-40 of this Act.
| (c) Upon the administrative dissolution of a limited | liability company, a
dissolved limited liability company shall | continue for only the purpose of
winding up its business. A | dissolved
limited liability company may take all action | authorized
under Section 1-30 or necessary to wind up its
| business and affairs and terminate.
| (Source: P.A. 93-59, eff. 7-1-03.)
| (805 ILCS 180/45-5)
| Sec. 45-5. Admission to transact business.
| (a) Except as provided in Article V of the Illinois | Insurance Code,
before transacting business in this State, a
| foreign limited liability company shall be admitted to do so
by | the Secretary of State. In order to be admitted, a
foreign | limited liability company shall submit to the Office
of the | Secretary of State an application for admission to
transact | business as a foreign limited liability company
setting forth | all of the following:
| (1) The name of the foreign limited liability
company | and, if different, the name under which it
proposes to | transact business in this State.
| (2) The jurisdiction, date of its formation, and
period |
| of duration.
| (3) A certificate stating that the company is in
| existence under the laws of the jurisdiction wherein it
is | organized executed by the Secretary of State of that
| jurisdiction or by some other official that may have
| custody of the records pertaining to limited liability
| companies (or affidavit from an appropriate official of
the | jurisdiction that good standing certificates are not
| issued or other evidence of existence which the Secretary | of State shall
deem appropriate).
| (4) The name and business address of the proposed
| registered agent in this State, which registered agent
| shall be an individual resident of this State, a
domestic | corporation, or a foreign corporation having a
place of | business in, and authorized to do business in,
this State; | if the registered agent is a corporation,
the corporation | must be authorized by its articles of
incorporation to act | as a registered agent.
| (5) The address, including street and number, rural | route number or 911 address, where applicable, of its | principal place of business of the office required to be
| maintained in the jurisdiction of its organization by
the | laws of that jurisdiction or, if not so required, of
the | principal place of business of the foreign limited
| liability company.
| (6) The purpose or purposes for which it was organized |
| and the purpose
or purposes which it proposes to conduct in | the transaction of business in this
State.
| (7) A statement whether the limited liability company | is managed by a
manager or managers or whether management | of the limited liability company is
vested in the members.
| (8) A statement that the Secretary of State is
| appointed the agent of the foreign limited liability
| company for service of process under the
circumstances
set | forth in subsection (b) of Section 1-50.
| (9) All additional information that may be necessary
or | appropriate in order to enable the Secretary of State
to | determine whether the limited liability company is
| entitled to transact business in this State.
| (b) No foreign limited liability company shall transact
in | this State any business that a limited liability company
formed | under the laws of this State is not permitted to
transact. A | foreign limited liability company
admitted to transact | business in this State shall, until
admission is revoked as | provided in this Act,
enjoy the same, but no greater, rights | and privileges as a
limited liability company formed under the | laws of this
State.
| (c) The acceptance and filing by the Office of the
| Secretary of State of a foreign limited liability company's
| application shall admit the foreign limited liability company
| to transact business in the State.
| (Source: P.A. 90-424, eff. 1-1-98; 91-593, eff. 8-14-99.)
|
| (805 ILCS 180/45-35)
| Sec. 45-35. Grounds for revocation Revocation of | admission. | (a) The admission of a foreign limited liability
company to | transact business in this State may be revoked by
the Secretary | of State if upon the occurrence of any of the
following events:
|
(1) The foreign limited company has failed to:
| (A) file its limited liability company annual
| report and pay its fee as required by this Act before | the first day of the anniversary month within the time | required by Section 50-1 or
has failed to pay any fees | or penalties prescribed
by this Act Article;
| (B) appoint and maintain a registered agent
in | Illinois within 60 days after a registered agent's
| notice of resignation under Section 1-35;
| (C) (blank); file a report upon any change in the | name
or business address of the registered agent;
| (D) file in the Office of the Secretary of
State | any amendment to its application for
admission as | specified in Section 45-25 or any report after the | expiration of the period prescribed in this Act for | filing the report; or
| (E) renew its assumed name, or to apply to change | its assumed name
under this Act, when the limited | liability company may
only
transact business within |
| this State under its assumed name in accordance with | the provisions of Section 45-15 of this Act.
|
(2) A misrepresentation has been made of any
material | matter in any application, report, affidavit,
or other | document submitted by the foreign limited
liability | company under this Act Article.
| (2.5) A manager or member to whom interrogatories have | been propounded by the Secretary of State as provided in | Section 5-60 of this Act fails to answer the | interrogatories fully and to timely file the answer in the | office of the Secretary of State. | (3) The Receipt by the Secretary of State receives of a | certified copy of a memorandum of judgment relating to a | judgment entered for money owed to a unit of local | government or school district, together with a statement | filed by its attorney that the judgment has not been | satisfied and that no appeal has been filed. | (4) It has tendered payment to the Secretary of State | which is returned due to insufficient funds, a closed | account, or for any other reason, and acceptable payment | has not been subsequently tendered. | (b) (Blank). The admission of a foreign limited liability
| company shall not be revoked by the Secretary of State unless
| all of the following occur:
| (1) The Secretary of State has given the foreign
| limited liability company not less than 60 days' notice
|
| thereof by mail addressed to its registered office in
this | State or, if the foreign limited liability company
fails to | appoint and maintain a registered agent in this
State, | addressed to the office required to be maintained
under | paragraph (5) of subsection (a) of Section 45-5.
| (2) During that 60 day period, the foreign limited
| liability company has failed to file the limited
liability | company report, to pay fees or penalties, to
file a report | of change regarding the registered agent,
to file any | amendment, to correct any
misrepresentation.
| (c) (Blank). Upon the expiration of 120 days after the | mailing of
the notice, the admission of the foreign limited | liability
company to transact business in this State shall | cease.
| (Source: P.A. 95-515, eff. 8-28-07.)
| (805 ILCS 180/45-36 new) | Sec. 45-36. Procedure for revocation of admission. | (a) After the Secretary of State determines that one or | more grounds exist under Section 45-35 for the revocation of | admission of a foreign limited liability company, the Secretary | of State shall send a notice of delinquency by regular mail to | each delinquent limited liability company at its registered | office or, if the limited liability company has failed to | maintain a registered office, then to the last known address | shown on the records of the Secretary of State for the |
| principal place of business. | (b) If the limited liability company does not correct the | default described in item (A) or (D) of paragraph (1) of | subsection (a) of Section 45-35 within 120 days following the | date of the notice of delinquency, the Secretary of State shall | revoke the admission of the limited liability company by | issuing a certificate of revocation that recites the grounds | for revocation and its effective date. If the limited liability | company does not correct the default described in item (B) or | (E) of paragraph (1) or paragraph (2), (2.5), (3), or (4) of | subsection (a) of Section 45-35 within 60 days following the | notice, the Secretary of State shall revoke the admission of | the limited liability company by issuing a certificate of | revocation that recites the grounds for revocation and its | effective date. The Secretary of State shall file the original | of the certificate in his or her office and mail one copy to | the limited liability company at its registered office or, if | the limited liability company has failed to maintain a | registered office, then to the last known address shown on the | records of the Secretary of State for the principal place of | business. | (c) Upon the issuance of a certificate of revocation, the | admission of the limited liability company to transact business | in this State shall cease and the revoked company shall not | thereafter carry on any business in this State.
|
| (805 ILCS 180/45-40)
| Sec. 45-40. Withdrawal.
| (a) A foreign limited liability company admitted to
| transact business in this State may withdraw from this State
| upon filing with the Secretary of State an application for
| withdrawal. In order to withdraw, the foreign limited
liability | company shall deliver to the Secretary of State an
application | for withdrawal, which shall set forth all of the
following:
| (1) The name of the limited liability company and
the | State or country under the laws of which it is
organized.
| (2) That the limited liability company is not
| transacting business in this State.
| (3) That the limited liability company surrenders
its | admission to transact business in this State.
| (4) That the limited liability company revokes the
| authority of its registered agent in this State to
accept | service of process and consents that service of
process in | any action, suit, or proceeding based upon
any cause of | action arising in this State during the
time the limited | liability company was admitted to
transact business in this | State may thereafter be made
on the limited liability | company by service thereof upon
the Secretary of State.
| (5) A post office address to which may be mailed street | address to which a person may mail a
copy of any process | against the limited liability
company that may be served on | the Secretary of State.
|
| (6) All additional information that is necessary or
| appropriate in order to enable the Secretary of State to
| determine and assess any unpaid fees payable by the
limited | liability company as prescribed in this Article.
| (b) The application for withdrawal shall be in the form
and | manner designated by the Secretary of State and shall be
| executed by the limited liability company by one of its
| managers or, if none, any member or members that may be
| designated by the members pursuant to limited liability
company | action properly taken under applicable local law or,
if the | limited liability company is in the hands of a
receiver or | trustee, by the receiver or trustee on behalf of
the limited | liability company. This report shall be
accompanied by a | written declaration that it is made under
the penalties of | perjury.
| (Source: P.A. 87-1062.)
| (805 ILCS 180/45-50)
| Sec. 45-50. Action to restrain from transaction of
| business. | (a) The Attorney General may bring an action to
restrain a | foreign limited liability company from transacting
business in | this State in violation of this Article. | (b) If the authority of a foreign limited liability company | to do business in Illinois ceases because of failure to pay a | judgment reported to the Secretary of State under subdivision |
| (a)(3) of Section 45-35, then the Attorney General shall bring | an action to restrain a foreign limited liability company from | transacting business in this State.
| (Source: P.A. 95-515, eff. 8-28-07.)
| Section 99. Effective date. This Act takes effect July 1, | 2013.
|
Effective Date: 08/05/2013
|
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