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Public Act 101-0494
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| HB2992 Enrolled | LRB101 07318 JLS 52358 b |
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AN ACT concerning business.
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Be it enacted by the People of the State of Illinois,
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represented in the General Assembly:
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Section 5. The Business Corporation Act of 1983 is amended |
by changing Section 15.85 as follows:
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(805 ILCS 5/15.85) (from Ch. 32, par. 15.85)
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Sec. 15.85. Effect of nonpayment of fees or taxes.
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(a) The Secretary
of State shall not file any articles, |
statements,
certificates, reports, applications, notices, or |
other papers relating to
any corporation, domestic or foreign, |
organized under or subject to the
provisions of this Act until |
all fees, franchise taxes, and charges provided
to be paid in |
connection therewith shall have been paid to him or her, or
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while the corporation is in default in the payment of any fees, |
franchise
taxes, charges, penalties, or interest herein |
provided to be paid by
or assessed
against it, or when the |
Illinois Department of Revenue has given notice
that the |
corporation is in default in the filing of a return or the |
payment
of any final assessment of tax, penalty or interest as |
required by any tax
Act administered by the Department.
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(b) The Secretary of State shall not file, with respect to |
any domestic
or
foreign corporation, any document required or |
permitted to be filed by this
Act, which has an effective date |
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other than the date of filing until there
has been paid by such |
corporation to the Secretary of State all fees, taxes
and |
charges due and payable on or before said effective date.
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(c) No corporation required to pay a franchise tax, license |
fee,
penalty, or interest under this Act shall maintain any |
civil action until
all
such franchise taxes, license fees, |
penalties, and interest
have been paid in full.
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(d) The Secretary of State shall, from information received |
from the
Illinois Commerce Commission, compile and keep a list |
of all domestic and
foreign corporations which are regulated |
pursuant to the provisions of the Public Utilities Act, or the |
Collateral Recovery Act, or the Personal Property Storage Act, |
or Chapter 18a, 18c, or 18d and Chapter 18 of the
Illinois |
Vehicle Code and which hold,
as a prerequisite for doing |
business in this State, any franchise, license,
permit, or |
right to engage in any business regulated by such Acts.
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(e) Each month the Secretary of State shall, by written |
notice, advise the Chief Clerk of the Illinois Commerce |
Commission of: (i) any domestic corporation on the list |
maintained under subsection (d) that has been dissolved within |
the month; and (ii) any foreign corporation on the list |
maintained under subsection (d) whose authority to do business |
in Illinois has been revoked within the month. Within 10 days |
after any such corporation fails to pay a franchise
tax,
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license fee, penalty, or interest required under this Act, the
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Secretary shall, by
written notice, so advise the Secretary of |
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the Illinois Commerce Commission.
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(f) The Secretary of State and the Illinois Commerce |
Commission may provide each other the information required |
under this Section in an electronic format, including, without |
limitation by means of such agreed access, those records of the |
Secretary of State that will provide the Illinois Commerce |
Commission the information it requires under the statutes it |
administers. The provision of information under this Section |
shall begin as soon as is practicable, but in no event later |
than October 1, 2020. |
(Source: P.A. 100-863, eff. 8-14-18.)
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Section 10. The General Not For Profit Corporation Act of |
1986 is amended by changing Section 115.85 as follows:
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(805 ILCS 105/115.85) (from Ch. 32, par. 115.85)
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Sec. 115.85. Effect of nonpayment of fees or taxes. (a) The
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Secretary of State shall not file any articles, statements,
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certificates, reports, applications, notices, or other
papers |
relating to any corporation, domestic or foreign,
organized |
under or subject to the provisions of this Act
until all fees |
and charges provided to be paid in connection
therewith shall |
have been paid to him or her, or while the
corporation is in |
default in the payment of any fees,
charges or penalties herein |
provided to be paid by or
assessed against it, or when the |
Illinois Department of Revenue has given
notice that the |
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corporation is in default in the filing of a return or the
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payment of any final assessment of tax, penalty or interest as |
required by
any tax Act administered by the Department.
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(b) The Secretary of State shall not file, with respect to
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any domestic or foreign corporation, any document required
or |
permitted to be filed by this Act, which has an effective
date |
other than the date of filing until there has been paid
by such |
corporation to the Secretary of State all fees and
charges due |
and payable on or before said effective date.
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(c) No corporation required to pay a penalty under this Act
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shall maintain any civil action until all such penalties
have |
been paid in full.
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(d) The Secretary of State shall, from information received |
from the Illinois Commerce Commission, compile and keep a list |
of all domestic and foreign corporations that are regulated |
pursuant to the provisions of the Public Utilities Act, or the |
Collateral Recovery Act, or the Personal Property Storage Act, |
or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and |
which hold, as a prerequisite for doing business in this State, |
any franchise, license, permit, or right to engage in any |
business regulated by such Acts. |
(e) Each month the Secretary of State shall, by written |
notice, advise the Chief Clerk of the Illinois Commerce |
Commission of: (i) any domestic corporation on the list |
maintained under subsection (d) that has been dissolved within |
the month; and (ii) any foreign corporation on the list |
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maintained under subsection (d) whose authority to do business |
in Illinois has been revoked within the month. |
(f) The Secretary of State and the Illinois Commerce |
Commission may provide each other the information required |
under this Section in an electronic format, including, without |
limitation by means of such agreed access, those records of the |
Secretary of State that will provide the Illinois Commerce |
Commission the information it requires under the statutes it |
administers. The provision of information under this Section |
shall begin as soon as is practicable, but in no event later |
than October 1, 2020. |
(Source: P.A. 86-381.)
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Section 15. The Limited Liability Company Act is amended by |
changing Sections 35-30 and 45-36 as follows:
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(805 ILCS 180/35-30)
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Sec. 35-30. Procedure for administrative dissolution.
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(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 |
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principal place of business of the limited liability company.
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(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 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 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.
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(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 otherwise necessary or |
appropriate to wind up its
business and affairs and terminate.
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(d) The Secretary of State shall, from information received |
from the Illinois Commerce Commission, compile and keep a list |
of all domestic limited liability companies that are regulated |
pursuant to the provisions of the Public Utilities Act, or the |
Collateral Recovery Act, or the Personal Property Storage Act, |
or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and |
which hold, as a prerequisite for doing business in this State, |
any franchise, license, permit, or right to engage in any |
business regulated by such Acts. |
(e) Each month the Secretary of State shall, by written |
notice, advise the Chief Clerk of the Illinois Commerce |
Commission of any domestic limited liability company on the |
list maintained under subsection (d) that has been dissolved |
within the month. |
(f) The Secretary of State and the Illinois Commerce |
Commission may provide each other the information required |
under this Section in an electronic format, including, without |
limitation by means of such agreed access, those records of the |
Secretary of State that will provide the Illinois Commerce |
Commission the information it requires under the statutes it |
administers. The provision of information under this Section |
shall begin as soon as is practicable, but in no event later |
than October 1, 2020. |
(Source: P.A. 98-171, eff. 8-5-13; 98-776, eff. 1-1-15.)
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(805 ILCS 180/45-36) |
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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 |
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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.
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(d) The Secretary of State shall, from information received |
from the Illinois Commerce Commission, compile and keep a list |
of all foreign limited liability companies that are regulated |
pursuant to the provisions of the Public Utilities Act, or the |
Collateral Recovery Act, or the Personal Property Storage Act, |
or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and |
which hold, as a prerequisite for doing business in this State, |
any franchise, license, permit, or right to engage in any |
business regulated by such Acts. |
(e) Each month the Secretary of State shall, by written |
notice, advise the Chief Clerk of the Illinois Commerce |
Commission of any foreign limited liability company on the list |
maintained under subsection (d) whose admission to do business |
in Illinois has been revoked within the month. |
(f) The Secretary of State and the Illinois Commerce |
Commission may provide each other the information required |
under this Section in an electronic format, including, without |
limitation by means of such agreed access, those records of the |
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Secretary of State that will provide the Illinois Commerce |
Commission the information it requires under the statutes it |
administers. The provision of information under this Section |
shall begin as soon as is practicable, but in no event later |
than October 1, 2020. |
(Source: P.A. 98-171, eff. 8-5-13.)
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Section 20. The Uniform Partnership Act (1997) is amended |
by changing Section 1003 as follows:
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(805 ILCS 206/1003)
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Sec. 1003. Renewal statements.
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(a) A limited liability partnership, and a foreign limited |
liability
partnership authorized to
transact business in this |
State, shall file a renewal statement in the Office
of
the |
Secretary of State
which contains:
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(1) the name of the partnership;
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(2) the street address of the partnership's chief |
executive office;
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(3) the name and street address of the partnership's |
agent for service of
process;
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(4) the
number of partners in the limited liability |
partnership;
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(5) a brief statement of the business in which the |
partnership engages;
and
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(6) if the partnership is a foreign limited liability |
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partnership, a
current certificate of status
in good |
standing as a registered limited liability partnership |
under the laws
of that state or
jurisdiction.
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(b) Qualification as a limited liability partnership, |
whether pursuant to an original statement
or a renewal |
statement, is renewed if, during the 60 day period preceding |
the
date the initial
statement or renewal statement otherwise |
would have expired, the partnership
files with the
Secretary of |
State a renewal statement. A renewal statement expires one year
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after the date an
original statement would have expired if the |
last renewal of the statement had
not occurred. Proof of the |
satisfaction of the Secretary of State that, prior to the |
expiration date, the renewal statement together with all fees |
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 conform, he or she |
shall promptly return it to the limited liability partnership |
for any necessary corrections, in which event expiration will |
not occur if the statement is corrected to conform to the |
requirements of this Act and returned to the Secretary of State |
within 30 days of the date the report was returned for |
corrections.
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(c) The Secretary of State shall renew the registration of |
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any limited
liability partnership of
any partnership that |
timely submits a renewal statement with the required fee.
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(d) The Secretary of State shall, from information received |
from the Illinois Commerce Commission, compile and keep a list |
of all domestic and foreign limited liability partnerships that |
are regulated pursuant to the provisions of the Public |
Utilities Act, or the Collateral Recovery Act, or the Personal |
Property Storage Act, or Chapter 18a, 18c, or 18d of the |
Illinois Vehicle Code and which hold, as a prerequisite for |
doing business in this State, any franchise, license, permit or |
right to engage in any business regulated by such Acts. |
(e) Each month the Secretary of State shall, by written |
notice, advise the Chief Clerk of the Illinois Commerce |
Commission of any limited liability partnership on the list |
maintained under subsection (d) whose status as a limited |
liability partnership has expired within the month. |
(f) The Secretary of State and the Illinois Commerce |
Commission may provide each other the information required |
under this Section in an electronic format, including, without |
limitation by means of such agreed access, those records of the |
Secretary of State that will provide the Illinois Commerce |
Commission the information it requires under the statutes it |
administers. The provision of information under this Section |
shall begin as soon as is practicable, but in no event later |
than October 1, 2020. |
(Source: P.A. 95-368, eff. 8-23-07.)
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Section 25. The
Uniform Limited Partnership Act (2001) is |
amended by changing Sections 809 and 906 as follows:
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(805 ILCS 215/809) |
Sec. 809. Administrative dissolution. |
(a) The Secretary of State may dissolve a limited |
partnership administratively if the limited partnership does |
not, within 60 days after the due date: |
(1) pay any fee, tax, or penalty due to the Secretary |
of State under this Act or other law; |
(2) file its annual report with the Secretary of State; |
or |
(3) appoint and maintain an agent for service of |
process in Illinois after a registered agent's notice of |
resignation under Section 116. |
(b) If the Secretary of State determines that a ground |
exists for administratively dissolving a limited partnership, |
the Secretary of State shall file a record of the determination |
and send a copy of the filed record to the limited |
partnership's agent for service of process in this State, or if |
the limited partnership does not appoint and maintain a proper |
agent, to the limited partnership's designated office. |
(c) If within 60 days after service of the copy of the |
record of determination the limited partnership does not |
correct each ground for dissolution or demonstrate to the |
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reasonable satisfaction of the Secretary of State that each |
ground determined by the Secretary of State does not exist, the |
Secretary of State shall administratively dissolve the limited |
partnership by preparing, signing, and filing a declaration of |
dissolution that states the grounds for dissolution. The |
Secretary of State shall send a copy to the limited |
partnership's agent for service of process in this State, or if |
the limited partnership does not appoint and maintain a proper |
agent, to the limited partnership's designated office. |
(d) A limited partnership administratively dissolved |
continues its existence but may carry on only activities |
necessary or appropriate to wind up its activities under |
Sections 803 and 812 and to notify claimants under Sections 806 |
and 807. |
(e) The administrative dissolution of a limited |
partnership does not terminate the authority of its agent for |
service of process.
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(f) The Secretary of State shall, from information received |
from the Illinois Commerce Commission, compile and keep a list |
of all domestic limited partnerships that are regulated |
pursuant to the provisions of the Public Utilities Act, or the |
Collateral Recovery Act, or the Personal Property Storage Act, |
or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and |
which hold, as a prerequisite for doing business in this State, |
any franchise, license, permit, or right to engage in any |
business regulated by such Acts. |
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(g) Each month the Secretary of State shall, by written |
notice, advise the Chief Clerk of the Illinois Commerce |
Commission of any domestic limited partnership on the list |
maintained under subsection (f) that has been dissolved within |
the month. |
(h) The Secretary of State and the Illinois Commerce |
Commission may provide each other the information required |
under this Section in an electronic format, including, without |
limitation by means of such agreed access, those records of the |
Secretary of State that will provide the Illinois Commerce |
Commission the information it requires under the statutes it |
administers. The provision of information under this Section |
shall begin as soon as is practicable, but in no event later |
than October 1, 2020. |
(Source: P.A. 97-839, eff. 7-20-12; 98-776, eff. 1-1-15.)
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(805 ILCS 215/906)
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Sec. 906. Revocation of certificate of authority. |
(a) A certificate of authority of a foreign limited |
partnership to transact business in this State may be revoked |
by the Secretary of State in the manner provided in subsections |
(b) and (c) if the foreign limited partnership does not: |
(1) pay, within 60 days after the due date, any fee, |
tax or penalty due to the Secretary of State under this Act |
or other law; |
(2) file, within 60 days after the due date, its annual |
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report required under Section 210; |
(3) appoint and maintain an agent for service of |
process in Illinois within 60 days after a registered |
agent's notice of resignation under Section 116; or |
(4) renew its alternate assumed name or apply to change |
its alternate assumed name under this Act when the limited |
partnership may only transact business within this State |
under its alternate assumed name. |
(b) If the Secretary of State determines that a ground |
exists for revoking the certificate of authority of a foreign |
limited partnership, the Secretary of State shall file a record |
of the determination and send a copy of the filed record to the |
foreign limited partnership's agent for service of process in |
this State, or if the foreign limited partnership does not |
appoint and maintain a proper agent, to the foreign limited |
partnership's designated office. |
(c) If within 60 days after service of the copy of the |
record of determination the foreign limited partnership does |
not correct each ground for revocation or demonstrate to the |
reasonable satisfaction of the Secretary of State that each |
ground determined by the Secretary of State does not exist, the |
Secretary of State shall revoke the certificate of authority of |
the foreign limited partnership by preparing, signing, and |
filing a declaration of revocation that states the grounds for |
the revocation. The Secretary of State shall send a copy of the |
filed declaration to the foreign limited partnership's agent |
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for service of process in this State, or if the foreign limited |
partnership does not appoint and maintain a proper agent, to |
the foreign limited partnership's designated office. |
(d) The authority of a foreign limited partnership to |
transact business in this State ceases on the date of |
revocation.
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(e) The Secretary of State shall, from information received |
from the Illinois Commerce Commission, compile and keep a list |
of all foreign limited partnerships that are regulated pursuant |
to the provisions of the Public Utilities Act, or the |
Collateral Recovery Act, or the Personal Property Storage Act, |
or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and |
which hold, as a prerequisite for doing business in this State, |
any franchise, license, permit, or right to engage in any |
business regulated by such Acts. |
(f) Each month the Secretary of State shall, by written |
notice, advise the Chief Clerk of the Illinois Commerce |
Commission of any foreign limited partnership on the list |
maintained under subsection (e) whose authority to do business |
in Illinois has been revoked within the month. |
(g) The Secretary of State and the Illinois Commerce |
Commission may provide each other the information required |
under this Section in an electronic format, including, without |
limitation by means of such agreed access, those records of the |
Secretary of State that will provide the Illinois Commerce |
Commission the information it requires under the statutes it |