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Public Act 098-0171
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| HB1048 Enrolled | LRB098 04037 MLW 34057 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 Sections 5.25 and 13.45 as follows:
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(805 ILCS 5/5.25) (from Ch. 32, par. 5.25)
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Sec. 5.25. Service of process on domestic or foreign |
corporation.
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(a) Any process, notice, or demand required or permitted by |
law to be served
upon a domestic corporation or a foreign |
corporation having authority to
transact business in this State |
may be served either upon
the registered agent appointed by the |
corporation or upon the Secretary
of State as provided in this |
Section.
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(b) The Secretary of State shall be irrevocably appointed |
as an agent
of a domestic corporation or of a foreign |
corporation having authority upon
whom any process, notice or |
demand may be served:
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(1) Whenever the corporation shall fail to appoint or |
maintain a
registered
agent in this State, or
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(2) Whenever the corporation's registered agent cannot |
with reasonable
diligence be found at the registered office |
in this State, or
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(3) When a domestic corporation has been dissolved, the |
conditions of
paragraph (1) or paragraph (2) exist, and a |
civil action, suit or
proceeding is instituted against or |
affecting the corporation within the
five years after the |
issuance of a certificate of dissolution or the filing
of a |
judgment of dissolution, or
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(4) When a domestic corporation has been dissolved, the |
conditions of
paragraph (1) or paragraph (2) exist, and a |
criminal proceeding has been
instituted against or |
affecting the corporation, or
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(5) When the authority of a foreign
corporation to |
transact business in this State has been revoked or |
withdrawn.
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(c) Service under subsection (b) shall be made by:
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(1) Service on the Secretary of State, or on any clerk |
having charge of
the corporation division of his or her |
office, of a copy of
the process,
notice or demand, |
together with any papers required by law to be delivered
in |
connection with service, and a fee as prescribed by |
subsection (b) of
Section 15.15 of this Act;
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(2) Transmittal by the person instituting the action, |
suit or proceeding
of notice of the service on the |
Secretary of State and a copy of the
process, notice or |
demand and accompanying papers to the corporation being
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served, by registered or certified mail:
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(i) At the last registered office of the |
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corporation as shown by the
records on file in the |
office of the Secretary of State; and
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(ii) At such address the use of which the person |
instituting the action,
suit or proceeding knows or, on |
the basis of reasonable inquiry, has reason
to believe, |
is most likely to result in actual notice; and
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(3) Appendage, by the person instituting the action, |
suit or proceeding,
of an affidavit of compliance with this |
Section, in substantially such form
as the Secretary of |
State may by rule or regulation prescribe, to the
process, |
notice or demand.
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(d) Nothing herein contained shall limit or affect the |
right to serve
any process, notice, or demand required or |
permitted by law to be served
upon a corporation in any other |
manner now or hereafter permitted by law.
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(e) The Secretary of State shall keep a record of all |
processes, notices,
and demands served upon him or her under |
this Section, and shall record
therein the time of such service |
and his or her action with reference
thereto, but shall not be |
required to retain such information for a
period longer than |
five years from his or her receipt of the service.
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(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
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Sec. 13.45. Withdrawal of foreign corporation. A foreign |
corporation
authorized to transact business in this State may |
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withdraw from this State
upon filing with the Secretary of |
State an application for withdrawal. In
order to procure such |
withdrawal, the foreign corporation shall:
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(a) execute and file in duplicate, in accordance with |
Section 1.10
of this Act, an application for withdrawal and |
a final report, which
shall set forth:
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(1) that no proportion of its issued shares is, on |
the date of
the application, represented by business |
transacted or property
located in this State;
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(2) that it surrenders its authority to transact |
business in this
State;
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(3) that it revokes the authority of its registered |
agent in this
State to accept service of process and |
consents that service of process in
any suit, action, |
or proceeding based upon any cause of action arising in
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this State during the time the corporation was licensed |
to transact business
in this State may thereafter be |
made on the corporation by service on the Secretary of |
State;
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(4) a post-office address to which may be mailed a |
copy of any process
against the corporation that may be |
served on the Secretary of State;
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(5) the name of the corporation and the state or |
country under the laws
of which it is organized;
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(6) a statement of the aggregate number of issued |
shares of the
corporation itemized by classes, and |
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series, if any, within a class, as
of the date of the |
final report;
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(7) a statement of the amount of paid-in capital of |
the corporation
as of the date of the final report; and
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(8) such additional information as may be |
necessary or appropriate in
order to enable the |
Secretary of State to determine and assess any unpaid
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fees or franchise taxes payable by the foreign |
corporation as
prescribed in this Act; or
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(b) if it has been dissolved, file a copy of the |
articles of dissolution
duly authenticated by the proper |
officer of the state or country under the
laws of which the |
corporation was organized; or
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(c) if it has been the non-survivor of a statutory |
merger and the
surviving
entity corporation was a foreign |
corporation or limited liability company which had not |
obtained authority to
transact
business in this State, file |
a copy of the articles of merger duly
authenticated by the
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proper officer of the state or country under the laws of |
which the corporation or limited liability company
was
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organized; or .
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(d) if it has been converted into another entity, file |
a copy of the articles of conversion duly authenticated by |
the proper officer of the state or country under the laws |
of which the corporation was organized. |
The application for withdrawal and the final report shall |
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be made
on forms prescribed and furnished by the Secretary of |
State.
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When the corporation has complied with
subsection (a) of |
this Section, the Secretary
of State shall file the application |
for
withdrawal and mail a copy of the application to the |
corporation or its
representative. If the provisions of
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subsection (b) of this Section have been followed, the
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Secretary of State shall file the copy of the articles of |
dissolution in his
or her office.
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Upon the filing of the application for withdrawal or copy |
of the articles of
dissolution, the authority
of the |
corporation to transact business in this State shall cease.
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(Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59, |
eff. 7-1-03.)
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Section 10. The General Not For Profit Corporation Act of |
1986 is amended by changing Section 105.25 as follows:
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(805 ILCS 105/105.25) (from Ch. 32, par. 105.25)
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Sec. 105.25.
Service of process on domestic or foreign
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corporation.
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(a) Any process, notice, or demand required
or permitted by |
law to be served upon a domestic corporation
or a foreign |
corporation having authority
to conduct affairs in this State |
may be served either upon
the registered agent appointed by the |
corporation or upon
the Secretary of State as provided in this |
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Section.
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(b) The Secretary of State shall be irrevocably appointed
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as an agent of a domestic corporation or of a foreign
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corporation having authority upon whom any
process, notice or |
demand may be served:
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(1) Whenever the corporation shall fail to appoint or
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maintain a registered agent in this State; or
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(2) Whenever the corporation's registered agent cannot
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with reasonable diligence be found at the registered office
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in this State; or
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(3) When a domestic corporation has been dissolved,
the |
conditions of paragraph (1) or paragraph (2) exist, and
an |
action, suit or proceeding is instituted against or
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affecting the corporation within the two years after the |
dissolution or the filing of a
judgment of dissolution; or
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(3.5) When a domestic corporation has been dissolved, |
the conditions of paragraph (1) or (2) exist, and a |
criminal proceeding has been instituted against or |
affecting the corporation; or
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(4) When the authority of a foreign
corporation to |
transact business has been revoked or withdrawn.
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(c) Service under subsection (b) shall be made by:
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(1) Service on the Secretary of State, or on any clerk
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having charge of the corporation division at his or her
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office, of a copy of the process, notice or demand, |
together
with any papers required by law to be delivered in
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connection with service, and a fee as prescribed by
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subsection (b) of Section 115.15 of this Act;
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(2) Transmittal by the person instituting the action,
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suit or proceeding of notice of the service on the |
Secretary
of State and a copy of the process, notice or |
demand and
accompanying papers to the corporation being |
served, by
registered or certified mail:
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(i) At the last registered office of the
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corporation as shown by the records on file in the |
office of
the Secretary of State; or
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(ii) At such address the use of which the person
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instituting the action, suit or proceeding knows or, on |
the
basis of reasonable inquiry, has reason to believe |
is most
likely to result in actual notice; and
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(3) Appendage by the person instituting the action,
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suit or proceeding of an affidavit of compliance with this
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Section in substantially such form as the Secretary of
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State may by rule or regulation prescribe, to the process,
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notice or demand.
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(d) Nothing herein contained shall limit or affect the
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right to serve any process, notice, or demand required or
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permitted by law to be served upon a corporation in any
other |
manner now or hereafter permitted by law.
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(e) The Secretary of State shall keep a record of all
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processes, notices, and demands served upon him or her under
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this Section, and shall record therein the time of such
service |
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and his or her action with reference thereto but
shall not be |
required to retain such information for a
period longer than |
five years from his or her receipt of the
service.
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(Source: P.A. 92-33, eff. 7-1-01.)
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Section 15. The Limited Liability Company Act is amended by |
changing Sections 1-50, 5-5, 5-30, 35-25, 35-30, 45-5, 45-35, |
45-40, and 45-50 and by adding Section 45-36 as follows:
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(805 ILCS 180/1-50)
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Sec. 1-50.
Service of process on limited liability
company.
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(a) Any process, notice, or demand required or
permitted by |
law to be served upon either a limited liability
company or |
foreign limited liability company shall be served
either upon |
the registered agent appointed by the limited
liability company |
or upon the Secretary of State as provided
in this Section.
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(b) The Secretary of State shall be irrevocably
appointed |
as an agent of a limited liability company upon
whom any |
process, notice, or demand may be served under any
of the |
following circumstances:
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(1) Whenever the limited liability company shall
fail |
to appoint or maintain a registered agent in this
State.
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(2) Whenever the limited liability company's
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registered agent cannot with reasonable diligence , by |
registered or certified
mail, be found at the registered |
office in this State or
at the principal place of business |
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stated in the
articles of organization.
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(3) When a limited liability company has dissolved, the |
conditions of paragraph (1) and paragraph (2) exist, and a |
civil action, suit or proceeding is instituted against or |
affecting the limited liability company within 5 years |
after the issuance of a certificate of dissolution or the |
filing of a judgment of dissolution. |
(4) When a domestic limited liability company has been |
dissolved, the conditions of paragraph (1) or paragraph (2) |
exist, and a criminal proceeding has been instituted |
against or affecting the limited liability company. |
(5) When the admission of a foreign limited liability |
company to transact business in this State has been revoked |
or withdrawn. |
(c) Service under subsection (b) shall be made by the |
person instituting
the action by doing
all of the following:
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(1) Serving on the Secretary of State, or on any
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employee having responsibility for administering this
Act, |
a copy of the process,
notice, or demand, together with any |
papers required by
law to be delivered in connection with |
service and paying the
fee prescribed by Article 50 of this |
Act.
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(2) Transmitting notice of the service
on
the Secretary |
of State and a copy of the process,
notice, or demand and |
accompanying papers to the
limited
liability company being |
served, by registered or
certified mail:
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(A) at the last registered office of the
limited |
liability company shown by the records on
file in the |
Office of the Secretary of State; and
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(B) at the address the use of which the
person |
instituting the action, suit, or proceeding
knows or, |
on the basis of reasonable inquiry, has
reason to |
believe, is most likely to result in
actual notice.
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(3) Attaching an affidavit of
compliance with this |
Section, in substantially the form
that the Secretary of |
State may by rule or regulation
prescribe, to the process, |
notice, or demand.
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(d) Nothing herein contained shall limit or affect the
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right to serve any process, notice, or demand required or
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permitted by law to be served upon a limited liability
company |
in any other manner now or hereafter permitted by
law.
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(e) The Secretary of State shall keep, for a period of
5 |
years from the date of service, a record of all processes,
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notices, and demands served upon him or her under this
Section |
and shall record therein the time of the service and
such |
person's action with reference thereto.
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(Source: P.A. 87-1062.)
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(805 ILCS 180/5-5)
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Sec. 5-5. Articles of organization.
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(a) The articles of organization shall set forth all of
the |
following:
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(1) The name of the limited liability company and
the |
address of its principal place of business which
may, but |
need not be a place of business in this State.
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(2) The purposes for which the limited liability
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company is organized, which may be stated to be, or to
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include, the transaction of any or all lawful businesses
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for which limited liability companies may be organized
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under this Act.
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(3) The name of its registered agent and the
address of |
its registered office.
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(4) If the limited liability company is to be
managed |
by a manager or managers, the names and
business
addresses |
of the initial manager or managers.
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(5) If management of the limited liability company
is |
to be vested in the members
under Section 15-1, then the |
names and addresses of the
initial member or members.
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(5.5) The duration of the limited liability company, |
which shall be perpetual unless otherwise stated.
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(6) (Blank). The latest date, if any, upon which the |
limited
liability company is to dissolve and other events
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of dissolution, if any, that may be agreed upon by the
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members under Section 35-1 hereof.
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(7) The name and address of each organizer.
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(8) Any other provision, not inconsistent with
law, |
that the members elect to set out in the articles
of |
organization for the regulation of the internal
affairs of |
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the limited liability company, including any
provisions |
that, under this Act, are required or
permitted to be set |
out in the operating agreement of
the limited liability |
company.
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(b) A limited liability company is organized at the
time |
articles of organization are filed by the Secretary of
State or |
at any later time, not more than 60 days after the
filing of |
the articles of organization, specified in the
articles of |
organization.
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(c) Articles of organization for the organization of a |
limited liability
company for the purpose of accepting and |
executing trusts shall not be filed by
the Secretary of State |
until there is delivered to him or her a statement
executed by |
the Commissioner of the Office of Banks and Real Estate that |
the
organizers of the limited liability company have made |
arrangements
with the
Commissioner of the Office of Banks and |
Real Estate to comply with the
Corporate Fiduciary Act.
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(d) Articles of organization for the organization of a |
limited liability
company as a bank or a savings bank must be |
filed with the Commissioner of
Banks and Real Estate or,
if the |
bank or savings bank will be organized under federal law, with |
the
appropriate federal banking regulator.
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(Source: P.A. 93-561, eff. 1-1-04.)
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(805 ILCS 180/5-30)
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Sec. 5-30. Restated articles of organization. A limited |
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liability company, whenever desired, may
integrate into a |
single instrument all of the provisions of
its articles of |
organization which are then in effect and
operative as a result |
of there having previously been filed
with the Secretary of |
State one or more instruments under
this Act.
The restated |
articles of organization shall be
specifically designated as |
such in the heading. They shall
state, either in their heading |
or in an introductory
paragraph, (i) the company's present name |
if the name has been
changed, (ii) the name under which |
documents were originally filed, and
(iii) the date of filing |
of the original articles of organization
by the Secretary of |
State. Restated articles of organization
shall also state that |
they were duly executed and filed in
accordance with the |
provisions of this Section. Restated articles of organization |
shall supersede the original articles of organization and all |
amendments thereto prior to the effective date of filing the |
restated articles of organization.
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(Source: P.A. 87-1062.)
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(805 ILCS 180/35-25)
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Sec. 35-25. Grounds for of administrative dissolution. The |
Secretary of State may dissolve any limited liability
company |
administratively if any of the following occur:
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(1) it has failed to file its annual report and pay its
fee |
as required by this Act before the first day of the
anniversary |
month or has failed to pay any fees, penalties, or charges |
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required by this Act , within 180 days of the anniversary day;
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(2) it has failed to file in the Office of the
Secretary of |
State any report after the expiration of the period prescribed |
in this Act for filing the report; within 180 days of the date |
for
filing the report; or
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(2.5) it has misrepresented any material matter in any |
application, report, affidavit, or other document submitted by |
the limited liability company under this Act; |
(3) it has failed to appoint and maintain a registered
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agent in Illinois within 60 days after a registered agent's |
notice of
resignation under Section 1-35; .
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(4) a manager or member to whom interrogatories have been |
propounded by the Secretary of State as provided in Section |
5-60 of this Act fails to answer the interrogatories fully and |
to timely file the answer in the office of the Secretary of |
State; or |
(5) it has tendered payment to the Secretary of State which |
is returned due to insufficient funds, a closed account, or for |
any other reason, and acceptable payment has not been |
subsequently tendered. |
(Source: P.A. 91-354, eff. 1-1-00.)
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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 |
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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 |
principal place of business of the limited liability company |
office at which records of the limited liability company are |
maintained
in accordance with Section 1-40 of this Act.
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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 notice |
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 notice 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 office at which records of the limited |
liability company are maintained in
accordance with Section |
1-40 of this Act.
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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 necessary to wind up its
|
business and affairs and terminate.
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(Source: P.A. 93-59, eff. 7-1-03.)
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(805 ILCS 180/45-5)
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Sec. 45-5. Admission to transact business.
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(a) Except as provided in Article V of the Illinois |
Insurance Code,
before transacting business in this State, a
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foreign limited liability company shall be admitted to do so
by |
the Secretary of State. In order to be admitted, a
foreign |
limited liability company shall submit to the Office
of the |
Secretary of State an application for admission to
transact |
business as a foreign limited liability company
setting forth |
all of the following:
|
(1) The name of the foreign limited liability
company |
and, if different, the name under which it
proposes to |
transact business in this State.
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(2) The jurisdiction, date of its formation, and
period |
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of duration.
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(3) A certificate stating that the company is in
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existence under the laws of the jurisdiction wherein it
is |
organized executed by the Secretary of State of that
|
jurisdiction or by some other official that may have
|
custody of the records pertaining to limited liability
|
companies (or affidavit from an appropriate official of
the |
jurisdiction that good standing certificates are not
|
issued or other evidence of existence which the Secretary |
of State shall
deem appropriate).
|
(4) The name and business address of the proposed
|
registered agent in this State, which registered agent
|
shall be an individual resident of this State, a
domestic |
corporation, or a foreign corporation having a
place of |
business in, and authorized to do business in,
this State; |
if the registered agent is a corporation,
the corporation |
must be authorized by its articles of
incorporation to act |
as a registered agent.
|
(5) The address, including street and number, rural |
route number or 911 address, where applicable, of its |
principal place of business of the office required to be
|
maintained in the jurisdiction of its organization by
the |
laws of that jurisdiction or, if not so required, of
the |
principal place of business of the foreign limited
|
liability company.
|
(6) The purpose or purposes for which it was organized |
|
and the purpose
or purposes which it proposes to conduct in |
the transaction of business in this
State.
|
(7) A statement whether the limited liability company |
is managed by a
manager or managers or whether management |
of the limited liability company is
vested in the members.
|
(8) A statement that the Secretary of State is
|
appointed the agent of the foreign limited liability
|
company for service of process under the
circumstances
set |
forth in subsection (b) of Section 1-50.
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(9) All additional information that may be necessary
or |
appropriate in order to enable the Secretary of State
to |
determine whether the limited liability company is
|
entitled to transact business in this State.
|
(b) No foreign limited liability company shall transact
in |
this State any business that a limited liability company
formed |
under the laws of this State is not permitted to
transact. A |
foreign limited liability company
admitted to transact |
business in this State shall, until
admission is revoked as |
provided in this Act,
enjoy the same, but no greater, rights |
and privileges as a
limited liability company formed under the |
laws of this
State.
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(c) The acceptance and filing by the Office of the
|
Secretary of State of a foreign limited liability company's
|
application shall admit the foreign limited liability company
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to transact business in the State.
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(Source: P.A. 90-424, eff. 1-1-98; 91-593, eff. 8-14-99.)
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(805 ILCS 180/45-35)
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Sec. 45-35. Grounds for revocation 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 if 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 and pay its fee as required by this Act before |
the first day of the anniversary month within the time |
required by Section 50-1 or
has failed to pay any fees |
or penalties prescribed
by this Act 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) (blank); 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 any report after the |
expiration of the period prescribed in this Act for |
filing the report; 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 in accordance with |
the provisions of Section 45-15 of this Act.
|
(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 Act Article.
|
(2.5) A manager or member to whom interrogatories have |
been propounded by the Secretary of State as provided in |
Section 5-60 of this Act fails to answer the |
interrogatories fully and to timely file the answer in the |
office of the Secretary of State. |
(3) The Receipt by the Secretary of State receives 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. |
(4) It has tendered payment to the Secretary of State |
which is returned due to insufficient funds, a closed |
account, or for any other reason, and acceptable payment |
has not been subsequently tendered. |
(b) (Blank). 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, to correct any
misrepresentation.
|
(c) (Blank). 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. 95-515, eff. 8-28-07.)
|
(805 ILCS 180/45-36 new) |
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 |
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.
|
|
(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 street |
address to which a person may mail 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. 87-1062.)
|
(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 |