Public Act 095-0515
 
SB1576 Enrolled LRB095 03927 LCT 23960 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 13.50, 13.55, and 13.70 as follows:
 
    (805 ILCS 5/13.50)  (from Ch. 32, par. 13.50)
    Sec. 13.50. Grounds for revocation of authority. The
authority of a foreign corporation to transact business in this
State may be revoked by the Secretary of State:
    (a) Upon the failure of an officer or director to whom
interrogatories have been propounded by the Secretary of State
as provided in this Act, to answer the same fully and to file
such answer in the office of the Secretary of State.
    (b) If the answer to such interrogatories discloses, or if
the fact is otherwise ascertained, that the proportion of the
sum of the paid-in capital of such corporation represented in
this State is greater than the amount on which such corporation
has theretofore paid fees and franchise taxes, and the
deficiency therein is not paid.
    (c) If the corporation for a period of one year has
transacted no business and has had no tangible property in this
State as revealed by its annual reports.
    (d) Upon the failure of the corporation to keep on file in
the office of the Secretary of State duly authenticated copies
of each amendment to its articles of incorporation.
    (e) Upon the failure of the corporation to appoint and
maintain a registered agent in this State.
    (f) Upon the failure of the corporation to file for record
in the office of the recorder of the county in which its
registered office is situated, any appointment of registered
agent.
    (g) Upon the failure of the corporation to file any report
after the period prescribed by this Act for the filing of such
report.
    (h) Upon the failure of the corporation to pay any fees,
franchise taxes, or charges prescribed by this Act.
    (i) For misrepresentation of any material matter in any
application, report, affidavit, or other document filed by such
corporation pursuant to this Act.
    (j) Upon the failure of the corporation to renew its
assumed name or to apply to change its assumed name pursuant to
the provisions of this Act, when the corporation can only
transact business within this State under its assumed name in
accordance with the provisions of Section 4.05 of this Act.
    (k) When under the provisions of the "Consumer Fraud and
Deceptive Business Practices Act" a court has found that the
corporation substantially and willfully violated such Act.
    (l) Upon tender of payment to the Secretary of State which
is subsequently returned due to insufficient funds, a closed
account, or any other reason, and acceptable payment has not
been subsequently tendered.
    (m) When the Secretary of State receives a 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.
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
 
    (805 ILCS 5/13.55)  (from Ch. 32, par. 13.55)
    Sec. 13.55. Procedure for revocation of authority.
    (a) After the Secretary of State determines that one or
more grounds exist under Section 13.50 for the revocation of
authority of a foreign corporation, he or she shall send by
regular mail to each delinquent corporation a Notice of
Delinquency to its registered office, or, if the corporation
has failed to maintain a registered office, then to the
president or other principal officer at the last known office
of said officer.
    (b) If the corporation does not correct the default
described in paragraphs (c) through (k), and paragraph (m), of
Section 13.50 within 90 days following such notice, the
Secretary of State shall thereupon revoke the authority of the
corporation by issuing a certificate of revocation that recites
the grounds for revocation and its effective date. If the
corporation does not correct the default described in paragraph
(a), (b), or (l) of Section 13.50, within 30 days following
such notice, the Secretary of State shall thereupon revoke the
authority of the corporation by issuing a certificate of
revocation as herein prescribed. The Secretary of State shall
file the original of the certificate in his or her office, mail
one copy to the corporation at its registered office or, if the
corporation has failed to maintain a registered office, then to
the president or other principal officer at the last known
office of said officer, and file one copy for record in the
office of the recorder of the county in which the registered
office of the corporation in this State is situated, to be
recorded by such recorder. The recorder shall submit for
payment to the Secretary of State, on a quarterly basis, the
amount of filing fees incurred.
    (c) Upon the issuance of the certificate of revocation, the
authority of the corporation to transact business in this State
shall cease and such revoked corporation shall not thereafter
carry on any business in this State.
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
 
    (805 ILCS 5/13.70)  (from Ch. 32, par. 13.70)
    Sec. 13.70. Transacting business without authority.
    (a) No foreign corporation transacting business in this
State without authority to do so is permitted to maintain a
civil action in any court of this State, until the corporation
obtains that authority. Nor shall a civil action be maintained
in any court of this State by any successor or assignee of the
corporation on any right, claim or demand arising out of the
transaction of business by the corporation in this State, until
authority to transact business in this State is obtained by the
corporation or by a corporation that has acquired all or
substantially all of its assets.
    (b) The failure of a foreign corporation to obtain
authority to transact business in this State does not impair
the validity of any contract or act of the corporation, and
does not prevent the corporation from defending any action in
any court of this State.
    (c) A foreign corporation that transacts business in this
State without authority is liable to this State, for the years
or parts thereof during which it transacted business in this
State without authority, in an amount equal to all fees,
franchise taxes, penalties and other charges that would have
been imposed by this Act upon the corporation had it duly
applied for and received authority to transact business in this
State as required by this Act, but failed to pay the franchise
taxes that would have been computed thereon, and thereafter
filed all reports required by this Act; and, if a corporation
fails to file an application for authority within 60 days after
it commences business in this State, in addition thereto it is
liable for a penalty of either 10% of the filing fee, license
fee and franchise taxes or $200 plus $5.00 for each month or
fraction thereof in which it has continued to transact business
in this State without authority therefor, whichever penalty is
greater. The Attorney General shall bring proceedings to
recover all amounts due this State under this Section.
    (d) The Attorney General shall bring an action to restrain
a foreign corporation from transacting business in this State,
if the authority of the foreign corporation to transact
business has been revoked under subsection (m) of Section 13.50
of this Act.
(Source: P.A. 92-33, eff. 7-1-01.)
 
    Section 10. The Limited Liability Company Act is amended by
changing Sections 45-35 and 45-50 as follows:
 
    (805 ILCS 180/45-35)
    Sec. 45-35. 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 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 within the time required by Section 50-1 or has
        failed to pay any fees or penalties prescribed by this
        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) 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
            (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.
        (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 Article.
        (3) Receipt by the Secretary of State 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.
    (b) 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, or to correct any misrepresentation.
    (c) 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. 93-59, eff. 7-1-03.)
 
    (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. 87-1062.)
 
    Section 99. Effective date. This Act takes effect upon
becoming law.

Effective Date: 8/28/2007