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Illinois Compiled Statutes

Information maintained by the Legislative Reference Bureau
Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide.

Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.

BUSINESS ORGANIZATIONS
(805 ILCS 180/) Limited Liability Company Act.

805 ILCS 180/45-40

    (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 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. 98-171, eff. 8-5-13.)

805 ILCS 180/45-45

    (805 ILCS 180/45-45)
    Sec. 45-45. Transaction of business without admission.
    (a) A foreign limited liability company transacting business in this State may not maintain a civil action in any court of this State until the limited liability company is admitted to transact business in this State.
    (b) The failure of a foreign limited liability company to be admitted to transact business in this State does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any civil action in any court of this State.
    (c) A foreign limited liability company, by transacting business in this State without being admitted to do so, appoints the Secretary of State as its agent upon whom any notice, process, or demand may be served.
    (d) A foreign limited liability company that transacts business in this State without being admitted to do so shall be liable to the State for the years or parts thereof during which it transacted business in this State without being admitted in an amount equal to all fees that would have been imposed by this Article upon that limited liability company had it been duly admitted, filed all reports required by this Article, and paid all penalties imposed by this Article. If a limited liability company fails to be admitted to do business in this State within 60 days after it commences transacting business in Illinois, it is liable for a penalty of $2,000 plus $100 for each month or fraction thereof in which it has continued to transact business in this State without being admitted to do so. The Attorney General shall bring proceedings to recover all amounts due this State under this Article.
    (e) A member of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely by reason of the company's having transacted business in this State without being admitted to do so.
(Source: P.A. 93-32, eff. 12-1-03.)

805 ILCS 180/45-47

    (805 ILCS 180/45-47)
    Sec. 45-47. Activities that do not constitute transacting business.
    (a) Without excluding other activities that may not constitute transacting business in this State, a foreign limited liability company shall not be considered to be transacting business in this State, for purposes of this Article 45, by reason of carrying on in this State any one or more of the following activities:
        (1) Maintaining, defending, or settling any
    
proceeding.
        (2) Holding meetings of the managers or members or
    
carrying on other activities concerning internal company affairs.
        (3) Maintaining bank accounts.
        (4) Maintaining offices or agencies for the transfer,
    
exchange, and registration of the limited liability company's own securities or maintaining trustees or depositaries with respect to those securities.
        (5) Selling through independent contractors.
        (6) Soliciting or obtaining orders, whether by mail
    
or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts.
        (7) Owning, without more, real or personal property.
        (8) Conducting an isolated transaction that is
    
completed within 120 days and that is not one in the course of repeated transactions of a like nature.
        (9) Having a member or manager who is a resident of
    
this State.
    (b) This Section has no application to the question of whether any foreign limited liability company is subject to service of process and suit in this State under any law of this State.
(Source: P.A. 93-59, eff. 7-1-03.)

805 ILCS 180/45-50

    (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 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. 98-171, eff. 8-5-13.)

805 ILCS 180/45-55

    (805 ILCS 180/45-55)
    Sec. 45-55. Process; service on a foreign limited liability company. Service of process on a foreign limited liability company shall be made as provided in subsection (b) of Section 1-50.
(Source: P.A. 87-1062.)

805 ILCS 180/45-60

    (805 ILCS 180/45-60)
    Sec. 45-60. Execution of application. The execution of an application constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
(Source: P.A. 87-1062.)