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91_SB0565eng
SB565 Engrossed LRB9103877DJcb
1 AN ACT to amend the Limited Liability Company Act by
2 changing Sections 1-20, 1-35, 35-25, 35-70, 45-35, 50-1, and
3 50-15 and repealing Section 50-30.
4 Be it enacted by the People of the State of Illinois,
5 represented in the General Assembly:
6 Section 5. The Limited Liability Company Act is amended
7 by changing Sections 1-20, 1-35, 35-25, 35-70, 45-35, 50-1,
8 and 50-15 as follows:
9 (805 ILCS 180/1-20)
10 Sec. 1-20. Assumed name.
11 (a) A limited liability company or a foreign limited
12 liability company admitted to transact business or making
13 application for admission to transact business in Illinois
14 may elect to adopt an assumed name that complies with the
15 requirements of Section 1-10 of this Act except (a)(1) shall
16 contain the term "limited liability company", "L.L.C.", or
17 "LLC".
18 (a-5) As used in this Act, "assumed name" means any name
19 other than the true limited liability company name, except
20 that the following do not constitute the use of an assumed
21 name under this Act:
22 (1) A limited liability company's identification of
23 its business with a trademark or service mark of which
24 the company is the owner or licensed user.
25 (2) The use of a name of a division, not containing
26 the word "limited", "liability", or "company" or an
27 abbreviation of one of those words, provided that the
28 limited liability company also clearly discloses its true
29 name.
30 (b) Before transacting any business in Illinois under an
31 assumed limited liability company name or names, the limited
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1 liability company shall, for each assumed name, execute and
2 file in duplicate an application setting forth all of the
3 following:
4 (1) The true limited liability company name.
5 (2) The state or country under the laws of which it
6 is organized.
7 (3) That it intends to transact business under an
8 assumed limited liability company name.
9 (4) The assumed name that it proposes to use.
10 (c) The right to use an assumed name shall be effective
11 from the date of filing by the Secretary of State until the
12 first day of the anniversary month of the limited liability
13 company that falls within the next calendar year evenly
14 divisible by 5. However, if an application is filed within
15 the 2 months immediately preceding the anniversary month of a
16 limited liability company that falls within a calendar year
17 evenly divisible by 5, the right to use the assumed name
18 shall be effective until the first day of the anniversary
19 month of the limited liability company that falls within the
20 next succeeding calendar year evenly divisible by 5.
21 (d) A limited liability company shall renew the right to
22 use its assumed name or names, if any, within the 60 days
23 preceding the expiration of the right, for a period of 5
24 years, by making an election to do so at the time of filing
25 its annual report form and by paying the renewal fee as
26 prescribed by this Act.
27 (e) A limited liability company or foreign limited
28 liability company may change or cancel any or all of its
29 assumed names by executing and filing an application setting
30 forth all of the following:
31 (1) The true limited liability company name.
32 (2) The state or country under the laws of which it
33 is organized.
34 (3) That it intends to cease transacting business
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1 under an assumed name by changing or cancelling it.
2 (4) The assumed name to be changed or cancelled.
3 (5) If the assumed name is to be changed, the
4 assumed name that the limited liability company proposes
5 to use.
6 (f) Upon the filing of an application to change an
7 assumed name, the limited liability company shall have the
8 right to use the assumed name for the balance of the period
9 authorized.
10 (g) The right to use an assumed name shall be cancelled
11 by the Secretary of State if any of the following occurs:
12 (1) The limited liability company fails to renew an
13 assumed name.
14 (2) The limited liability company has filed an
15 application to change or cancel the assumed name.
16 (3) A limited liability company has been dissolved.
17 (4) A foreign limited liability company has had its
18 admission to do business in Illinois revoked.
19 (h) Any limited liability company or foreign limited
20 liability company failing to pay the prescribed fee for
21 assumed name renewal when due and payable shall be given
22 notice of nonpayment by the Secretary of State by regular
23 mail. If the fee, together with a late fee of $100, is not
24 paid within 60 days after the notice is mailed, the right to
25 use the assumed name shall cease. Any limited liability
26 company or foreign limited liability company that puts forth
27 any sign or advertisement assuming any name other than that
28 under which it is organized or otherwise authorized by law to
29 act is guilty of a business offense and shall be fined not
30 less than $501 and not more than $1,000. A limited liability
31 company or foreign limited liability company shall be deemed
32 guilty of an additional offense for each day it shall
33 continue to so offend. Each limited liability company or
34 foreign limited liability company that fails or refuses (1)
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1 to answer truthfully and fully within the time prescribed by
2 this Act interrogatories propounded by the Secretary of State
3 in accordance with this Act or (2) to perform any other act
4 required by this Act to be performed by the limited liability
5 company or foreign limited liability company is guilty of a
6 business offense and shall be fined not less than $501 and
7 not more than $1,000.
8 (Source: P.A. 87-1062.)
9 (805 ILCS 180/1-35)
10 Sec. 1-35. Registered office and registered agent.
11 (a) Each limited liability company and foreign limited
12 liability company shall continuously maintain in this State a
13 registered agent and registered office, which agent must be
14 an individual resident of this State, a domestic corporation,
15 or a foreign corporation having a place of business in, and
16 authorized to do business in, this State. If the agent is a
17 corporation, the corporation must be authorized by its
18 articles of incorporation to act as an agent.
19 (b) A limited liability company or foreign limited
20 liability company may change its registered agent or the
21 address of its registered office pursuant to Section 5-15.
22 (c) The registered agent may at any time resign by
23 filing in the Office of the Secretary of State written notice
24 thereof and by mailing a copy thereof to the limited
25 liability company or foreign limited liability company at its
26 principal office as it is known to the resigning registered
27 agent. The notice must be mailed at least 10 days before the
28 date of filing thereof with the Secretary of State. The
29 notice shall be executed by the registered agent, if an
30 individual, or by a principal officer, if the registered
31 agent is a corporation. The notice shall set forth all of
32 the following:
33 (1) The name of the limited liability company for
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1 which the registered agent is acting.
2 (2) The name of the registered agent.
3 (3) The address, including street, number, city and
4 county of the limited liability company's then registered
5 office in this State.
6 (4) That the registered agent resigns.
7 (5) The effective date of the resignation, which
8 shall not be sooner than 30 days after the date of
9 filing.
10 (6) The address of the principal office of the
11 limited liability company as it is known to the
12 registered agent.
13 (7) A statement that a copy of the notice has been
14 sent by registered or certified mail to the principal
15 office of the limited liability company within the time
16 and in the manner prescribed by this Section.
17 (d) A new registered agent must be placed on record
18 within 60 days after a registered agent's notice of
19 resignation under this Section.
20 (Source: P.A. 90-424, eff. 1-1-98.)
21 (805 ILCS 180/35-25)
22 Sec. 35-25. Grounds of administrative dissolution. The
23 Secretary of State may dissolve any limited liability company
24 administratively if any of the following occur:
25 (1) it has failed to file its annual report and pay its
26 fee as required by this Act before the first day of the
27 anniversary month or, within 180 days of the anniversary day;
28 (2) it has failed to file in the Office of the Secretary
29 of State any report within 180 days of the date for filing
30 the report; or
31 (3) it has failed to appoint and maintain a registered
32 agent in Illinois within 60 days after a registered agent's
33 notice of resignation under Section 1-35.
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1 (Source: P.A. 87-1062.)
2 (805 ILCS 180/35-70)
3 Sec. 35-70. Dissociated member's power to bind limited
4 liability company. For 2 years after a member dissociates
5 without the dissociation resulting in a dissolution and
6 winding up of a limited liability company's business, the
7 company, including a surviving company under Article 37, is
8 bound by an act of the dissociated member that would have
9 bound the company under Section 13-5 before dissociation only
10 if at the time of entering into the transaction the other
11 party:
12 (1) reasonably believed that the dissociated member was
13 then a member; and
14 (2) did not have notice of the member's dissociation.;
15 and
16 (3) (blank). is not deemed to have had notice under
17 Section 35-15.
18 (Source: P.A. 90-424, eff. 1-1-98.)
19 (805 ILCS 180/45-35)
20 Sec. 45-35. Revocation of admission.
21 (a) The admission of a foreign limited liability company
22 to transact business in this State may be revoked by the
23 Secretary of State upon the occurrence of any of the
24 following events:
25 (1) The foreign limited company has failed to:
26 (A) file its limited liability company annual
27 report within the time required by Section 50-1 or
28 has failed to pay any fees or penalties prescribed
29 by this Article;
30 (B) appoint and maintain a registered agent in
31 Illinois within 60 days after a registered agent's
32 notice of resignation under Section 1-35 as required
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1 by this Article;
2 (C) file a report upon any change in the name
3 or business address of the registered agent;
4 (D) file in the Office of the Secretary of
5 State any amendment to its application for admission
6 as specified in Section 45-25; or
7 (E) renew its assumed name, or to apply to
8 change its assumed name under this Act, when the
9 limited liability company may only transact business
10 within this State under its assumed name.
11 (2) A misrepresentation has been made of any
12 material matter in any application, report, affidavit, or
13 other document submitted by the foreign limited liability
14 company under this Article.
15 (b) The admission of a foreign limited liability company
16 shall not be revoked by the Secretary of State unless all of
17 the following occur:
18 (1) The Secretary of State has given the foreign
19 limited liability company not less than 60 days' notice
20 thereof by mail addressed to its registered office in
21 this State or, if the foreign limited liability company
22 fails to appoint and maintain a registered agent in this
23 State, addressed to the office required to be maintained
24 under paragraph (5) of subsection (a) of Section 45-5.
25 (2) During that 60 day period, the foreign limited
26 liability company has failed to file the limited
27 liability company report, to pay fees or penalties, to
28 file a report of change regarding the registered agent,
29 to file any amendment, or to correct any
30 misrepresentation.
31 (c) Upon the expiration of 60 days after the mailing of
32 the notice, the admission of the foreign limited liability
33 company to transact business in this State shall cease.
34 (Source: P.A. 90-424, eff. 1-1-98.)
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1 (805 ILCS 180/50-1)
2 Sec. 50-1. Annual reports.
3 (a) Each limited liability company organized under the
4 laws of this State and each foreign limited liability company
5 admitted to transact business in this State shall file,
6 within the time prescribed by this Act, an annual report
7 setting forth all of the following:
8 (1) The name of the limited liability company.
9 (2) The address, including street and number or
10 rural route number, of its registered office in this
11 State and the name of its registered agent at that
12 address and a statement of change of its registered
13 office or registered agent, or both, if any.
14 (3) The address, including street and number or
15 rural route number of its principal place of business.
16 (4) The names and addresses of its managers or, if
17 none, the members.
18 (5) Additional information that may be necessary or
19 appropriate in order to enable the Secretary of State to
20 administer this Act and to verify the proper amount of
21 fees payable by the limited liability company.
22 (6) The annual report shall be made on forms
23 prescribed and furnished by the Secretary of State, and
24 the information therein, required by paragraphs (1)
25 through (4) of subsection (a), both inclusive, shall be
26 given as of the date of execution of the annual report.
27 The annual report shall be executed by a manager or, if
28 none, a member designated by the members pursuant to
29 limited liability company action properly taken under
30 Section 15-1.
31 (b) The annual report, together with all fees and
32 charges prescribed by this Act, shall be delivered to the
33 Secretary of State within 60 days immediately preceding the
34 first day of the anniversary month. Proof to the satisfaction
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1 of the Secretary of State that, before the first day of the
2 anniversary month of the limited liability company, the
3 report, together with all fees and charges as prescribed by
4 this Act, was deposited in the United States mail in a sealed
5 envelope, properly addressed, with postage prepaid, shall be
6 deemed a compliance with this requirement. The annual report,
7 together with all fees and charges as prescribed by this Act,
8 shall be deemed to be received by the Secretary of State upon
9 the date of actual receipt thereof by the Secretary of State.
10 30 days of the original due
19 date of the report was returned for corrections.
20 (Source: P.A. 90-424, eff. 1-1-98.)
21 (805 ILCS 180/50-15)
22 Sec. 50-15. Penalty.
23 (a) The Secretary of State shall declare any limited
24 liability company or foreign limited liability company to be
25 delinquent and not in good standing if any of the following
26 occur:
27 (1) It has failed to file its annual report and pay
28 the requisite fee as required by this Act before the
29 first day of the anniversary month in the year in which
30 it is due.
31 (2) It has failed to appoint and maintain a
32 registered agent in Illinois within 60 days of
33 notification of the Secretary of State by the resigning
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1 registered agent.
2 (3) (Blank). It has failed to report its federal
3 employer identification number to the Secretary of State
4 within 90 days as specified in Section 50-30.
5 (b) If the limited liability company or foreign limited
6 liability company has not corrected the default within the
7 time periods prescribed by this Act, the Secretary of State
8 shall be empowered to invoke any of the following penalties:
9 (1) For failure or refusal to comply with
10 subsection (a) of this Section within 60 days after the
11 due date, a penalty of $100 plus $50 for each month or
12 fraction thereof until returned to good standing or until
13 administratively dissolved by the Secretary of State.
14 (2) The Secretary of State shall not file any
15 additional documents, amendments, reports, or other
16 papers relating to any limited liability company or
17 foreign limited liability company organized under or
18 subject to the provisions of this Act until any
19 delinquency under subsection (a) is satisfied.
20 (3) In response to inquiries received in the Office
21 of the Secretary of State from any party regarding a
22 limited liability company that is delinquent, the
23 Secretary of State may show the limited liability company
24 as not in good standing.
25 (Source: P.A. 90-424, eff. 1-1-98.)
26 (805 ILCS 180/50-30 rep.)
27 Section 6. The Limited Liability Company Act is amended
28 by repealing Section 50-30.
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