805 ILCS 180/ Limited Liability Company Act.

(805 ILCS 180/45-65)

Sec. 45-65. Reinstatement following revocation.

(a) A limited liability company whose admission has been revoked under Section 45-35 may be reinstated by the Secretary of State following the date of issuance of the certificate of revocation upon:

(1) The filing of the application for reinstatement.

(2) The filing with the Secretary of State by the limited liability company of all reports then due and becoming due.

(3) The payment to the Secretary of State by the limited liability company of all fees and penalties then due and becoming due.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 5-45 and shall set forth all of the following:

(1) The name of the limited liability company at the time of the issuance of the notice of revocation.

(2) If the name is not available for use as determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited liability company as changed, provided that any change is properly effected under Sections 1-10 and 45-25.

(3) The date of the issuance of the notice of revocation.

(4) The address, including street and number or rural route number of the registered office of the limited liability company upon reinstatement and the name of its registered agent at that address upon the reinstatement of the limited liability company, provided that any change from either the registered office or the registered agent at the time of revocation is properly reported under Section 1-35.

(c) When a limited liability company whose admission has been revoked has complied with the provisions of this Section, the Secretary of State shall file the application for reinstatement.

(d) Upon the filing of the application for reinstatement: (i) the admission of the limited liability company to transact business in this State shall be deemed to have continued without interruption from the date of the issuance of the notice of revocation, (ii) the limited liability company shall stand revived with the powers, duties, and obligations as if its admission had not been revoked, and (iii) all acts and proceedings of its members or managers, acting or purporting to act in that capacity, that would have been legal and valid but for the revocation, shall stand ratified and confirmed.

(Source: P.A. 94-605, eff. 1-1-06.)

(805 ILCS 180/45-70)

Sec. 45-70. Reinstatement following termination.

(a) A voluntarily terminated limited liability company may be reinstated by the Secretary of State following the date of issuance of the notice of termination upon:

(1) The filing of an application for reinstatement.

(2) The filing with the Secretary of State by the limited liability company of all reports then due and theretofore becoming due.

(3) The payment to the Secretary of State of all fees and penalties then due and theretofore becoming due.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 5-45 of this Act and shall set forth all of the following:

(1) The name of the limited liability company at the time of the issuance of the notice of termination.

(2) If the name is not available for use as determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited liability company as changed, provided that any change of name is properly effected under Section 1-10 and Section 5-25 of this Act.

(3) The date of issuance of the notice of termination.

(4) The address, including street and number or rural route number, of the registered office of the limited liability company upon reinstatement thereof and the name of its registered agent at that address upon the reinstatement of the limited liability company, provided that any change from either the registered office or the registered agent at the time of termination is properly reported under Section 1-35 of this Act.

(c) When a terminated limited liability company has complied with the provisions of the Section, the Secretary of State shall file the application for reinstatement.

(d) Upon the filing of the application for reinstatement, the existence of the limited liability company shall be deemed to have continued without interruption from the date of the issuance of the notice of termination, and the limited liability company shall stand revived with the powers, duties, and obligations as if it had not been terminated. All acts and proceedings of its members, managers, officers, employees, and agents, acting or purporting to act in that capacity, and which would have been legal and valid but for the termination, shall stand ratified and confirmed.

(e) Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no member, manager, or officer shall be personally liable for the debts and liabilities of the limited liability company incurred during the period of termination by reason of the fact that the limited liability company was terminated at the time the debts or liabilities were incurred.

(Source: P.A. 102-282, eff. 1-1-22.)

(805 ILCS 180/Art. 50 heading) Article 50. Fees and Other Matters

(805 ILCS 180/50-1)

Sec. 50-1. Annual reports.

(a) Each limited liability company organized under the laws of this State and each foreign limited liability company admitted to transact business in this State shall file, within the time prescribed by this Act, an annual report setting forth all of the following:

(1) The name of the limited liability company.

(2) The address, including street and number or rural route number, of its registered office in this State and the name of its registered agent at that address.

(3) The address, including street and number or rural route number of its principal place of business.

(4) The name and business address of all of the managers and any member having the authority of a manager.

(5) Additional information that may be necessary or appropriate in order to enable the Secretary of State to administer this Act and to verify the proper amount of fees payable by the limited liability company.

(6) The annual report shall be made on forms prescribed and furnished by the Secretary of State, and the information therein, required by paragraphs (1) through (4) of subsection (a), both inclusive, shall be given as of the date of execution of the annual report. The annual report shall be executed by a manager or, if none, a member designated by the members pursuant to limited liability company action properly taken under Section 15-1.

(b) The annual report, together with all fees and charges prescribed by this Act, shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month. Proof to the satisfaction of the Secretary of State that, before the first day of the anniversary month of the limited liability company, the report, together with all fees and charges as prescribed by this Act, was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, shall be deemed a compliance with this requirement. If the Secretary of State finds that the report conforms to the requirements of this Act, he or she shall file it. If the Secretary of State finds that it does not so conform, he or she shall promptly return it to the limited liability company for any necessary corrections, in which event the penalties prescribed for failure to file the report within the time provided shall not apply if the report is corrected to conform to the requirements of this Act and returned to the Secretary of State within 60 days of the original due date of the report.

(Source: P.A. 99-637, eff. 7-1-17.)

(805 ILCS 180/50-5)

Sec. 50-5. List of limited liability companies; exchange of information.

(a) The Secretary of State shall publish a list or lists of limited liability companies and foreign limited liability companies as open data, as often as the Secretary of State may in his or her discretion provide by rule, but no less often than once per month. "Open data" means data that is expressed in a machine-readable form and that is made freely available to the public under an open license, without registration requirement, and without any other restrictions that would impede its use or reuse.

(b) Upon written request, any list published under subsection (a) shall be provided to each member of the General Assembly, to each State agency or department, and to each recorder in this State.

(c) If a domestic or foreign limited liability company has filed with the Secretary of State an annual report for the preceding year or has been newly formed or is otherwise and in any manner registered with the Secretary of State, the Secretary of State shall exchange with the Department of Healthcare and Family Services any information concerning that limited liability company that may be necessary for the enforcement of child support orders entered pursuant to the Illinois Public Aid Code, the Illinois Marriage and Dissolution of Marriage Act, the Non-Support of Spouse and Children Act, the Non-Support Punishment Act, the Revised Uniform Reciprocal Enforcement of Support Act, the Uniform Interstate Family Support Act, the Illinois Parentage Act of 1984, or the Illinois Parentage Act of 2015.

Notwithstanding any provisions in this Act to the contrary, the Secretary of State shall not be liable to any person for any disclosure of information to the Department of Healthcare and Family Services (formerly Illinois Department of Public Aid) under this subsection or for any other action taken in good faith to comply with the requirements of this subsection.

(d) Public data sets made available pursuant to this Section are provided for information purposes only. The Secretary of State does not warrant the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set made available on the web portal, nor are such warranties to be implied or inferred with respect to the public data sets furnished under this Act.

(e) The State is not liable for any deficiencies in the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set or any third-party application utilizing such data set, unless such deficiencies are the result of willful or wanton action of the Secretary of State or its employees or agents.

(Source: P.A. 102-49, eff. 1-1-22.)

(805 ILCS 180/50-10)

Sec. 50-10. Fees.

(a) The Secretary of State shall charge and collect in accordance with the provisions of this Act and rules promulgated under its authority all of the following:

(1) Fees for filing documents.

(2) Miscellaneous charges.

(3) Fees for copies of any documents.

(b) The Secretary of State shall charge and collect for all of the following:

(1) Filing articles of organization (domestic), application for admission (foreign), and restated articles of organization (domestic), $150. Notwithstanding the foregoing, the fee for filing articles of organization (domestic), application for admission (foreign), and restated articles of organization (domestic) in connection with a limited liability company with a series or the ability to establish a series pursuant to Section 37-40 of this Act is $400.

(2) Filing amendments (domestic or foreign), $50.

(3) Filing a statement of termination or application for withdrawal, $5.

(4) Filing an application to reserve a name, $25.

(5) Filing a notice of cancellation of a reserved name, $5.

(6) Filing a notice of a transfer of a reserved name, $25.

(7) Registration of a name, $50.

(8) Renewal of registration of a name, $50.

(9) Filing an application for use of an assumed name under Section 1-20 of this Act, $150 for each year or part thereof ending in 0 or 5, $120 for each year or part thereof ending in 1 or 6, $90 for each year or part thereof ending in 2 or 7, $60 for each year or part thereof ending in 3 or 8, $30 for each year or part thereof ending in 4 or 9, and a renewal for each assumed name, $150.

(9.5) Filing an application for change of an assumed name, $25.

(10) Filing an application for cancellation of an assumed name, $5.

(11) Filing an annual report of a limited liability company or foreign limited liability company, $75, if filed as required by this Act, plus a penalty if delinquent. Notwithstanding the foregoing, the fee for filing an annual report of a limited liability company or foreign limited liability company is $75 plus $50 for each series for which a certificate of designation has been filed pursuant to Section 37-40 of this Act and is in effect on the last day of the third month preceding the company's anniversary month, plus a penalty if delinquent.

(12) Filing an application for reinstatement of a limited liability company or foreign limited liability company, $200.

(13) Filing articles of merger, $100 plus $50 for each party to the merger in excess of the first 2 parties.

(14) (Blank).

(15) Filing a statement of change of address of registered office or change of registered agent, or both, or filing a statement of correction, $25.

(16) Filing a petition for refund, $5.

(17) Filing a certificate of designation of a limited liability company with a series pursuant to Section 37-40 of this Act, $50.

(18) (Blank).

(19) Filing, amending, or cancelling a statement of authority, $50.

(20) Filing, amending, or cancelling a statement of denial, $10.

(21) Filing any other document, $5.

(22) For furnishing a copy or certified copy of any document, instrument, or paper relating to a limited liability company or foreign limited liability company, or for a certificate, $25.

(c) (Blank).

(Source: P.A. 101-81, eff. 7-12-19; 101-578, eff. 8-26-19; 102-49, eff. 1-1-22.)

(805 ILCS 180/50-15)

Sec. 50-15. Penalty.

(a) The Secretary of State shall declare any limited liability company or foreign limited liability company to be delinquent and not in good standing if any of the following occur:

(1) It has failed to file its annual report and pay the requisite fee as required by this Act before the first day of the anniversary month in the year in which it is due.

(2) It has failed to appoint and maintain a registered agent in Illinois within 60 days of notification of the Secretary of State by the resigning registered agent.

(3) (Blank).

(b) If the limited liability company or foreign limited liability company has not corrected the default within the time periods prescribed by this Act, the Secretary of State shall be empowered to invoke any of the following penalties:

(1) For failure or refusal to comply with subsection (a) of this Section before the first day of the second month after the anniversary month, a penalty of $100 plus $100 for each year or fraction thereof beginning with the second year of delinquency until returned to good standing or until reinstatement is effected.

(2) The Secretary of State shall not file any additional documents, amendments, reports, or other papers relating to any limited liability company or foreign limited liability company organized under or subject to the provisions of this Act until any delinquency under subsection (a) is satisfied.

(3) In response to inquiries received in the Office of the Secretary of State from any party regarding a limited liability company that is delinquent, the Secretary of State may show the limited liability company as not in good standing.

(Source: P.A. 100-753, eff. 1-1-19.)

(805 ILCS 180/50-20)

Sec. 50-20. Powers of Secretary of State and rulemaking.

(a) The Secretary of State shall have the power and authority reasonably necessary to administer this Act efficiently and to perform the duties herein imposed. The Secretary of State's function under this Act is to be a central depository for the articles of organization of limited liability companies and applications for admission required by this Act and to record the assumed names used by limited liability companies and foreign limited liability companies.

(b) The Secretary of State shall have the power and authority to promulgate rules, in accordance with the Illinois Administrative Procedure Act, necessary to administer this Act efficiently and to perform the duties therein imposed.

(Source: P.A. 87-1062.)

(805 ILCS 180/50-25)

Sec. 50-25. Certified copies and certificates.

(a) Copies, photostatic or otherwise, any and all documents filed in the Office of the Secretary of State in accordance with the provisions of this Act, when certified by the Secretary of State under the Great Seal of the State of Illinois, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated.

(b) Certificates by the Secretary of State under the Great Seal of the State of Illinois as to the existence or nonexistence of facts relating to limited liability companies or foreign limited liability companies, which would not appear from a certified copy of any document, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated.

(Source: P.A. 87-1062.)

(805 ILCS 180/50-30)

Sec. 50-30. (Repealed).

(Source: P.A. 87-1062. Repealed by P.A. 91-354, eff. 1-1-00.)

(805 ILCS 180/50-35)

Sec. 50-35. Forms. All documents required by this Act to be filed in the Office of the Secretary of State shall be made on forms prescribed and furnished by the Secretary of State.

(Source: P.A. 87-1062.)

(805 ILCS 180/50-40)

Sec. 50-40. File number. All documents required by this Act to be filed in the Office of the Secretary of State, with the exception of the initial filing, shall contain the file number assigned by the Secretary of State.

(Source: P.A. 87-1062.)

(805 ILCS 180/50-45)

Sec. 50-45. Certificate of registration; attorneys at law.

(a) A limited liability company that is organized to practice law may not engage in the practice of law without a certificate of registration from the Supreme Court of Illinois. Application for registration shall be made in writing and shall contain the name and address of the limited liability company and such other information as may be required by the Supreme Court. Upon receipt of the application, if the Supreme Court finds that the organizers, members, and managers are each licensed to practice law, no disciplinary action is pending against any of them, and it appears that the limited liability company will be conducted in compliance with the law and the rules of the Supreme Court, the Supreme Court may issue, upon payment of a registration fee of $50, a certificate of registration.

Upon written application of the certificate holder and upon completion of a form prescribed by the Supreme Court, the Supreme Court may renew the certificate if it finds that the limited liability company has complied with the Supreme Court's rules and the provisions of this Act. The fee for the renewal of a certificate of registration is $40 per year.

The applications submitted and fees payable to the Supreme Court shall be in addition to the documents, amendments, and reports filed with and the fees and penalties charged by the Secretary of State.

The certificate of registration shall be conspicuously posted upon the premises to which it is applicable, and the limited liability company may have only those offices that are designated by street address in the articles of organization or as changed by amendment of those articles. A certificate of registration is not assignable.

(b) Moneys collected under this Section shall be deposited into the Supreme Court Special Purposes Fund.

(c) After the effective date of this amendatory Act of the 98th General Assembly, the amount of any fee collected under this Section may be set by Supreme Court rule, except that the amount of the fees shall remain as set by statute until the Supreme Court adopts rules specifying a higher or lower fee amount.

(Source: P.A. 98-324, eff. 10-1-13.)

(805 ILCS 180/50-50)

Sec. 50-50. Department of Business Services Special Operations Fund.

(a) A special fund in the State treasury is created and shall be known as the Department of Business Services Special Operations Fund. Moneys deposited into the Fund shall, subject to appropriation, be used by the Department of Business Services of the Office of the Secretary of State, hereinafter "Department", to create and maintain the capability to perform expedited services in response to special requests made by the public for same-day or 24-hour service. Moneys deposited into the Fund shall be used for, but not limited to, expenditures for personal services, retirement, Social Security, contractual services, equipment, electronic data processing, and telecommunications.

(b) The balance in the Fund at the end of any fiscal year shall not exceed $600,000, and any amount in excess thereof shall be transferred to the General Revenue Fund.

(c) All fees payable to the Secretary of State under this Section shall be deposited into the Fund. No other fees or charges collected under this Act shall be deposited into the Fund.

(d) "Expedited services" means services rendered within the same day, or within 24 hours from the time, the request therefor is submitted by the filer, law firm, service company, or messenger physically in person or, at the Secretary of State's discretion, by electronic means, to the Department's Springfield Office and includes, but is not limited to, requests for certified copies, photocopies, and computer abstracts made in person to the Department's Springfield Office or to the Department's Chicago Office. A request submitted by electronic means may not be considered a request for expedited services solely because of its submission by electronic means, unless expedited service is requested by the filer.

(e) Fees for expedited services shall be as follows:

Restated articles of organization, $200;

Merger, $200;

Articles of organization, $100;

Articles of amendment, $100;

Reinstatement, $100;

Application for admission to transact business, $100;

Computer abstract, $20;

All other filings, copies of documents and copies of documents of dissolved or revoked limited liability companies, $50.

(f) The Secretary may not provide expedited services for the online electronic filing of annual reports or requests for certificates of good standing.

(Source: P.A. 100-186, eff. 7-1-18; 100-561, eff. 7-1-18; 101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)

(805 ILCS 180/50-55)

Sec. 50-55. Disposition of fees. Of the total money collected for the filing of annual reports under this Act, $10 of the filing fee shall be paid into the Department of Business Services Special Operations Fund. The remaining money collected for the filing of annual reports under this Act shall be deposited into the General Revenue Fund in the State Treasury.

(Source: P.A. 103-8, eff. 6-7-23.)

(805 ILCS 180/Art. 55 heading) Article 55. Miscellaneous

(805 ILCS 180/55-1)

Sec. 55-1. Construction and application.

(a) This Act shall be so applied and construed to effectuate its general purpose.

(b) Subject to subsection (b) of Section 15-5, it is the policy of this Act to give maximum effect to the principles of freedom of contract and to the enforceability of operating agreements.

(c) Rules that statutes in derogation of the common law are to be strictly construed shall have no application to this Act.

(d) Unless the context otherwise requires, as used in this Act, the singular shall include the plural and the plural shall include the singular. The use of any gender shall be applicable to all genders. The captions contained in this Act are for purposes of convenience only and shall not control or affect the construction of this Act.

(Source: P.A. 99-637, eff. 7-1-17.)

(805 ILCS 180/55-2)

Sec. 55-2. Construction; attorneys at law. The provisions of this Act are applicable to attorneys at law only to the extent and under such terms and conditions as the Supreme Court of Illinois determines to be necessary and appropriate. Articles of organization of limited liability companies formed to practice law shall contain such provisions as may be appropriate to comply with applicable rules of the Supreme Court.

(Source: P.A. 89-686, eff. 12-31-96.)

(805 ILCS 180/55-3)

Sec. 55-3. Relation to Electronic Signatures in Global and National Commerce Act. This Act modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that Act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that Act, 15 U.S.C. Section 7003(b).

(Source: P.A. 99-637, eff. 7-1-17.)

(805 ILCS 180/55-5)

Sec. 55-5. Judicial review under the Administrative Review Law.

(a) If the Secretary of State shall fail to approve any document required by this Act to be approved by the Secretary of State before the document shall be filed in his or her office, the Secretary of State shall, within 10 business days after the delivery thereof to him or her, give written notice of the disapproval thereof to the person delivering the document, specifying the reasons therefor. The decision of the Secretary of State is subject to judicial review under the Administrative Review Law.

(b) If the Secretary of State shall revoke any admission of any foreign limited liability company under this Act, the decision shall be subject to judicial review under the Administrative Review Law.

(c) Appeals may be taken from all final orders and judgments entered by the circuit court under this Section in review of any ruling or decision of the Secretary of State may be taken as in other civil actions by either party to the proceeding.

(Source: P.A. 87-1062.)

(805 ILCS 180/55-10)

Sec. 55-10. Illinois Administrative Procedure Act. The Illinois Administrative Procedure Act is hereby expressly adopted and incorporated herein as if all of the provisions of that Act were included in this Act, except that the provisions of subsection (d) of Section 10-65 of the Illinois Administrative Procedure Act, which provides that at hearing the licensee has the right to show compliance with all lawful requirements for retention, continuation, or renewal of the license, is specifically excluded, and for the purposes of this Act, the notice required under Section 10-25 of the Illinois Administrative Procedure Act is deemed sufficient when mailed to the last known address of a party.

(Source: P.A. 88-670, eff. 12-2-94; 89-626, eff. 8-9-96.)

(805 ILCS 180/55-15)

Sec. 55-15. Transitional provisions.

(a) Before January 1, 2000, this amendatory Act of 1997 governs only a limited liability company:

(1) organized on or after the effective date of this amendatory Act of 1997, unless the company is continuing the business of a dissolved limited liability company under this Act; and

(2) organized before the effective date of this amendatory Act of 1997, that elects, as provided under subsection (c) of this Section, to be governed by this amendatory Act of 1997.

(b) On and after January 1, 2000, this amendatory Act of 1997 governs all limited liability companies.

(c) Before January 1, 2000, a limited liability company voluntarily may elect, in the manner provided in its operating agreement or by law for amending the operating agreement, to be governed by this amendatory Act of 1997.

(Source: P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/Art. 60 heading) ARTICLE 60. EFFECTIVE DATE

(805 ILCS 180/60-1)

Sec. 60-1. Effective date. This Act takes effect on January 1, 1994.

(Source: P.A. 90-424, eff. 1-1-98.)