SB3609 104TH GENERAL ASSEMBLY

LRB104 19448 SPS 32896 b

104TH GENERAL ASSEMBLY
State of Illinois
2025 and 2026
SB3609

Introduced 2/5/2026, by Sen. Ram Villivalam

SYNOPSIS AS INTRODUCED:

See Index

Amends the Trademark Registration and Protection Act. Provides that any mark and its registration under this Act may be voluntarily cancelled. Repeals provisions concerning infringement of Olympic marks. Amends the Business Corporation Act of 1983. Makes changes in provisions concerning definitions; procedures for revocation of authority; activities that do not constitute transacting business; and annual reports. Amends the General Not For Profit Corporation Act of 1986. Inserts provisions concerning reports of interim changes. Makes changes in provisions concerning the withdrawal of foreign corporations. Amends the Limited Liability Company Act. Inserts provisions concerning the production of abstracts of records; reinstatement following expiration; and grounds for judicial dissolution. Makes changes in provisions concerning company names; assumed names; articles of amendment; statements of termination; grounds for administrative dissolution; revocation; withdrawal; transactions of business without admission; and annual reports. Amends the Uniform Partnership Act (1997). Makes changes in provisions concerning fees. Amends the Uniform Limited Partnership Act (2001). Inserts provisions concerning reinstatement following duration expiration. Makes changes in provisions concerning definitions; assumed names; and amendments or restatements of certification.

A BILL FOR

AN ACT concerning business.

Be it enacted by the People of the State of Illinois, represented in the General Assembly:

Section 5. The Trademark Registration and Protection Act is amended by changing Section 35 as follows:

(765 ILCS 1036/35)

Sec. 35. Assignments, changes of name or address, voluntary cancellation and other instruments.

(a) Any mark and its registration under this Act shall be assignable with the goodwill of the business in which the mark is used, or with that part of the goodwill of the business connected with the use of and symbolized by the mark. Assignment shall be on a form furnished by the Secretary and may be recorded with the Secretary upon the payment of a recording fee of $5 payable to the Secretary who, upon recording of the assignment, shall issue in the name of the assignee a new certificate for the remainder of the term of the registration or of the last renewal thereof. An assignment of any registration under this Act shall be void as against any subsequent purchaser for valuable consideration without notice, unless it is recorded with the Secretary within 3 months after the date thereof or prior to such subsequent purchase.

(b) Any registrant or applicant effecting a change of the name or address of the person to whom the mark was issued or for whom an application was filed may record, on a form furnished by the Secretary, a certificate of change of name or address of the registrant or applicant with the Secretary upon the payment of a recording fee of $25 $5. The Secretary may issue in the name of the assignee a certificate of registration of an assigned application. The Secretary may issue in the name of the assignee, a new certificate of registration for the remainder of the term of the registration or last renewal thereof.

(c) Other instruments which relate to a mark registered or application pending pursuant to this Act, such as, by way of example, licenses, security interests, or mortgages, may be recorded in the discretion of the Secretary, provided that instrument is in writing and duly executed.

(d) Acknowledgement shall be prima facie evidence of the execution of an assignment or other instrument and when recorded by the Secretary, the record shall be prima facie evidence of execution.

(e) Any mark and its registration under this Act may be voluntarily cancelled. Voluntary cancellation shall be on a form furnished by the Secretary and may be recorded with the Secretary upon the payment of a recording fee of $25, payable to the Secretary. The fee shall accompany the application for cancellation of registration. A certificate of voluntary cancellation shall be issued to the applicant.

(Source: P.A. 90-231, eff. 1-1-98.)

(765 ILCS 1036/62 rep.)

Section 10. The Trademark Registration and Protection Act is amended by repealing Section 62.

Section 15. The Business Corporation Act of 1983 is amended by changing Sections 1.80, 13.55, 13.75, 14.05, and 14.10 as follows:

(805 ILCS 5/1.80) (from Ch. 32, par. 1.80)

Sec. 1.80. Definitions. As used in this Act, unless the context otherwise requires, the words and phrases defined in this Section shall have the meanings set forth herein.

(a) "Corporation" or "domestic corporation" means a corporation subject to the provisions of this Act, except a foreign corporation.

(b) "Foreign corporation" means a corporation for profit organized under laws other than the laws of this State, but shall not include a banking corporation organized under the laws of another state or of the United States, a foreign banking corporation organized under the laws of a country other than the United States and holding a certificate of authority from the Commissioner of Banks and Real Estate issued pursuant to the Foreign Banking Office Act, or a banking corporation holding a license from the Commissioner of Banks and Real Estate issued pursuant to the Foreign Bank Representative Office Act.

(c) "Articles of incorporation" means the original articles of incorporation, including the articles of incorporation of a new corporation set forth in the articles of consolidation, and all amendments thereto, whether evidenced by articles of amendment, articles of merger, articles of exchange, statement of correction affecting articles, resolution establishing series of shares or a statement of cancellation under Section 9.05. Restated articles of incorporation shall supersede the original articles of incorporation and all amendments thereto prior to the effective date of filing the articles of amendment incorporating the restated articles of incorporation.

(d) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation.

(e) "Incorporator" means one of the signers of the original articles of incorporation.

(f) "Shares" means the units into which the proprietary interests in a corporation are divided.

(g) "Shareholder" means one who is a holder of record of shares in a corporation.

(h) "Certificate" representing shares means a written instrument executed by the proper corporate officers, as required by Section 6.35 of this Act, evidencing the fact that the person therein named is the holder of record of the share or shares therein described. If the corporation is authorized to issue uncertificated shares in accordance with Section 6.35 of this Act, any reference in this Act to shares represented by a certificate shall also refer to uncertificated shares and any reference to a certificate representing shares shall also refer to the written notice in lieu of a certificate provided for in Section 6.35.

(i) "Authorized shares" means the aggregate number of shares of all classes which the corporation is authorized to issue.

(j) "Paid-in capital" means the sum of the cash and other consideration received, less expenses, including commissions, paid or incurred by the corporation, in connection with the issuance of shares, plus any cash and other consideration contributed to the corporation by or on behalf of its shareholders, plus amounts added or transferred to paid-in capital by action of the board of directors or shareholders pursuant to a share dividend, share split, or otherwise, minus reductions as provided elsewhere in this Act. Irrespective of the manner of designation thereof by the laws under which a foreign corporation is or may be organized, paid-in capital of a foreign corporation shall be determined on the same basis and in the same manner as paid-in capital of a domestic corporation, for the purpose of computing license fees, franchise taxes and other charges imposed by this Act.

(k) "Net assets", for the purpose of determining the right of a corporation to purchase its own shares and of determining the right of a corporation to declare and pay dividends and make other distributions to shareholders is equal to the difference between the assets of the corporation and the liabilities of the corporation.

(l) "Registered office" means that office maintained by the corporation in this State, the address of which is on file in the office of the Secretary of State, at which any process, notice or demand required or permitted by law may be served upon the registered agent of the corporation.

(m) "Insolvent" means that a corporation is unable to pay its debts as they become due in the usual course of its business.

(n) "Anniversary" means that day each year exactly one or more years after:

(1) the date of filing the articles of incorporation prescribed by Section 2.10 of this Act, in the case of a domestic corporation;

(2) the date of filing the application for authority prescribed by Section 13.15 of this Act, in the case of a foreign corporation; or

(3) the date of filing the articles of consolidation prescribed by Section 11.25 of this Act in the case of a consolidation, unless the plan of consolidation provides for a delayed effective date, pursuant to Section 11.40.

(o) "Anniversary month" means the month in which the anniversary of the corporation occurs.

(p) "Extended filing month" means the month (if any) which shall have been established in lieu of the corporation's anniversary month in accordance with Section 14.01.

(q) "Taxable year" means that 12-month period commencing with the first day of the anniversary month of a corporation through the last day of the month immediately preceding the next occurrence of the anniversary month of the corporation, except that in the case of a corporation that has established an extended filing month "taxable year" means that 12-month period commencing with the first day of the extended filing month through the last day of the month immediately preceding the next occurrence of the extended filing month.

(r) "Fiscal year" means the 12-month period with respect to which a corporation ordinarily files its federal income tax return.

(s) "Close corporation" means a corporation organized under or electing to be subject to Article 2A of this Act, the articles of incorporation of which contain the provisions required by Section 2.10, and either the corporation's articles of incorporation or an agreement entered into by all of its shareholders provide that all of the issued shares of each class shall be subject to one or more of the restrictions on transfer set forth in Section 6.55 of this Act.

(t) "Common shares" means shares which have no preference over any other shares with respect to distribution of assets on liquidation or with respect to payment of dividends.

(u) "Delivered", for the purpose of determining if any notice required by this Act is effective, means:

(1) transferred or presented to someone in person; or

(2) deposited in the United States Mail addressed to the person at his, her or its address as it appears on the records of the corporation, with sufficient first-class postage prepaid thereon.

(v) "Property" means gross assets including, without limitation, all real, personal, tangible, and intangible property.

(w) "Taxable period" means that 12-month period commencing with the first day of the second month preceding the corporation's anniversary month in the preceding year and prior to the first day of the second month immediately preceding its anniversary month in the current year, except that, in the case of a corporation that has established an extended filing month, "taxable period" means that 12-month period ending with the last day of its fiscal year immediately preceding the extended filing month. In the case of a newly formed domestic corporation or a newly registered foreign corporation that had not commenced transacting business in this State prior to obtaining authority, "taxable period" means that period commencing with the filing of the articles of incorporation or, in the case of a foreign corporation, of filing of the application for authority, and prior to the first day of the second month immediately preceding its anniversary month in the next succeeding year.

(x) "Treasury shares" mean (1) shares of a corporation that have been issued, have been subsequently acquired by and belong to the corporation, and have not been cancelled or restored to the status of authorized but unissued shares and (2) shares (i) declared and paid as a share dividend on the shares referred to in clause (1) or this clause (2), or (ii) issued in a share split of the shares referred to in clause (1) or this clause (2). Treasury shares shall be deemed to be "issued" shares but not "outstanding" shares. Treasury shares may not be voted, directly or indirectly, at any meeting or otherwise. Shares converted into or exchanged for other shares of the corporation shall not be deemed to be treasury shares.

(y) "Gross amount of business" means gross receipts, from whatever source derived, wherever derived.

(z) "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.

(aa) "Gross amount of business thereof transacted by the corporation at or from places of business in this State" means the sum of the corporation's receipts from:

(1) each sale of tangible personal property, including, without limitation, sales made through electronic means, if the property is delivered or shipped to a buyer in this State regardless of the free on-board point or another condition of the sale;

(2) each service performed in this State, except that receipts derived from servicing loans secured by real property are in this state if the real property is located in this State;

(3) each rental of property situated in this State;

(4) the use of a patent, copyright, trademark, franchise, license or other intangible personal property in this State;

(5) each sale of real property located in this State including royalties from oil, gas, or other mineral interests; and

(6) any other business transacted in this State.

(bb) "Distributions as liquidating dividends" means a distribution attributable to proceeds from the sale of the assets of, or a distribution in kind of the assets of, a trade or business which has been actively conducted by the corporation throughout the 5-year period immediately before the distribution and has been terminated; immediately after the distribution, the corporation is actively engaged in the conduct of a trade or business, which trade or business was actively conducted throughout a 5-year period ending on the date of the distribution; and all of the proceeds or assets of a terminated trade or business are distributed to the corporation's shareholder in the distribution as soon thereafter as reasonably possible; provided, however, that this definition shall not apply to a distribution by a corporation of stock or securities of a corporation which it owns, in whole or in part, immediately before the distribution.

(Source: P.A. 102-49, eff. 1-1-22; 103-605, eff. 7-1-24.)

(805 ILCS 5/13.55) (from Ch. 32, par. 13.55)

Sec. 13.55. Procedure for revocation of authority.

(a) After the Secretary of State determines that one or more grounds exist under Section 13.50 for the revocation of authority of a foreign corporation, he or she shall send by regular mail to each delinquent corporation a Notice of Delinquency to its registered office, or, if the corporation has failed to maintain a registered office, then to the president or other principal officer at the last known office of said officer.

(b) If the corporation does not correct the default described in paragraphs (c) through (k), and paragraph (m), of Section 13.50 within 90 days following such notice, the Secretary of State shall thereupon revoke the authority of the corporation by issuing a certificate of revocation that recites the grounds for revocation and its effective date. If the corporation does not correct the default described in paragraph (a), (b), or (l) of Section 13.50, within 30 days following such notice, the Secretary of State shall thereupon revoke the authority of the corporation by issuing a certificate of revocation as herein prescribed. The Secretary of State shall file the original of the certificate in his or her office and mail one copy to the corporation at its registered office or, if the corporation has failed to maintain a registered office, then to the president or other principal officer at the last known office of said officer.

(c) Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this State shall cease and such revoked corporation shall not thereafter carry on any business in this State.

(d) The Secretary of State shall not allow another corporation or limited liability company to use the name of a foreign corporation that has been revoked until 3 years have elapsed following the date of issuance of the notice of revocation. If the foreign corporation that has been revoked is reinstated within 3 years after the date of issuance of the notice of revocation, the foreign corporation shall continue under its previous name unless the corporation changes its name upon reinstatement.

(Source: P.A. 95-515, eff. 8-28-07; 96-1121, eff. 1-1-11.)

(805 ILCS 5/13.75)

Sec. 13.75. Activities that do not constitute transacting business. Without excluding other activities that may not constitute doing business in this State, a foreign corporation shall not, except as otherwise required by another State law, be considered to be transacting business in this State, for purposes of this Article 13, by reason of carrying on in this State any one or more of the following activities:

(1) maintaining, defending, or settling any proceeding;

(2) acting as a governing person of a domestic or foreign entity that is authorized to transact business in this State holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;

(5) effecting a sale selling through an independent contractor contractors;

(6) blank; soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts;

(7) (blank);

(8) (blank);

(9) owning, without more, real or personal property;

(10) conducting an isolated transaction that is completed within 120 days and that is not one in the course of repeated transactions of a like nature; or

(11) having a corporate officer or director who is a resident of this State.

(Source: P.A. 93-59, eff. 7-1-03.)

(805 ILCS 5/14.05) (from Ch. 32, par. 14.05)

Sec. 14.05. Annual report of domestic or foreign corporation. Each domestic corporation organized under any general law or special act of this State authorizing the corporation to issue shares, other than homestead associations, building and loan associations, banks and insurance companies (which includes a syndicate or limited syndicate regulated under Article V 1/2 of the Illinois Insurance Code or member of a group of underwriters regulated under Article V of that Code), and each foreign corporation (except members of a group of underwriters regulated under Article V of the Illinois Insurance Code) authorized to transact business in this State, shall file, within the time prescribed by this Act, an annual report setting forth:

(a) The name of the corporation.

(b) 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.

(c) The address, including street and number, or rural route number, of its principal office.

(d) The names and respective addresses, including street and number, or rural route number, of its directors and officers.

(e) A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes and series, if any, within a class.

(f) A statement of the aggregate number of issued shares, itemized by classes, and series, if any, within a class.

(g) A statement, expressed in dollars, of the amount of paid-in capital of the corporation as defined in this Act.

(h) Either a statement that (1) all the property of the corporation is located in this State and all of its business is transacted at or from places of business in this State, or the corporation elects to pay the annual franchise tax on the basis of its entire paid-in capital, or (2) a statement, expressed in dollars, of the value of all the property owned by the corporation, wherever located, and the value of the property located within this State, and a statement, expressed in dollars, of the gross amount of business transacted by the corporation and the gross amount thereof transacted by the corporation at or from places of business in this State as of the close of its fiscal year on or immediately preceding the last day of the third month prior to the anniversary month or in the case of a corporation which has established an extended filing month, as of the close of its fiscal year on or immediately preceding the last day of the third month prior to the extended filing month; however, in the case of a domestic corporation that has not completed its first fiscal year, the statement with respect to property owned shall be as of the last day of the third month preceding the anniversary month and the statement with respect to business transacted shall be furnished for the period between the date of incorporation and the last day of the third month preceding the anniversary month. In the case of a foreign corporation that has not been authorized to transact business in this State for a period of 12 months and has not commenced transacting business prior to obtaining authority, the statement with respect to property owned shall be as of the last day of the third month preceding the anniversary month and the statement with respect to business transacted shall be furnished for the period between the date of its authorization to transact business in this State and the last day of the third month preceding the anniversary month. If the data referenced in item (2) of this subsection is not completed, the franchise tax provided for in this Act shall be computed on the basis of the entire paid-in capital.

(i) A statement, including the basis therefor, of status as a "minority-owned business" or as a "women-owned business" as those terms are defined in the Business Enterprise for Minorities, Women, and Persons with Disabilities Act.

(j) Additional information as 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 and franchise taxes payable by the corporation.

(k) A statement of whether the corporation or foreign corporation has outstanding shares listed on a major United States stock exchange and is thereby subject to the reporting requirements of Section 8.12.

(l) For those corporations subject to Section 8.12, a statement providing the information required under Section 8.12.

(m) For those corporations required to file an Employer Information Report EEO-1 with the Equal Employment Opportunity Commission, information that is substantially similar to the employment data reported under the workforce demographic data portion Section D of the corporation's EEO-1 in a format approved by the Secretary of State. For each corporation that submits data under this paragraph, the Secretary of State shall publish the data on the gender, race, and ethnicity of each corporation's employees on the Secretary of State's official website. The Secretary of State shall publish such information within 90 days of receipt of a properly filed annual report or as soon thereafter as practicable.

The annual report shall be made on forms prescribed and furnished by the Secretary of State, and the information therein required by paragraphs (a) through (d), both inclusive, of this Section, shall be given as of the date of the execution of the annual report and the information therein required by paragraphs (e), (f), and (g) of this Section shall be given as of the last day of the third month preceding the anniversary month, except that the information required by paragraphs (e), (f), and (g) shall, in the case of a corporation which has established an extended filing month, be given in its final transition annual report and each subsequent annual report as of the close of its fiscal year on or immediately preceding the last day of the third month prior to its extended filing month. The information required by paragraph (m) shall be included in the corporation's annual report filed on and after January 1, 2023. It shall be executed by the corporation by its president, a vice-president, secretary, assistant secretary, treasurer or other officer duly authorized by the board of directors of the corporation to execute those reports, and verified by him or her, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation and verified by the receiver or trustee.

(Source: P.A. 100-391, eff. 8-25-17; 100-486, eff. 1-1-18; 100-863, eff. 8-14-18; 101-589, eff. 8-27-19; 101-656, eff. 3-23-21.)

(805 ILCS 5/14.10) (from Ch. 32, par. 14.10)

Sec. 14.10. Filing of annual report of domestic or foreign corporation. Such annual report together with all fees, taxes and charges as prescribed by this Act, shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month and within 30 days following the first day of the anniversary month or, in the case of a corporation which has established an extended filing month, the extended filing month of the corporation each year. Proof to the satisfaction of the Secretary of State that prior to the first day of the anniversary month and within 30 days following the first day of the anniversary month or the extended filing month of the corporation such report together with all fees, taxes 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 such report conforms to the requirements of this Act, he or she shall file the same. If he or she finds that it does not so conform, he or she shall promptly return the same to the corporation for any necessary corrections, in which event the penalties hereinafter prescribed for failure to file such report within the time hereinabove provided shall not apply, if such report 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.

(Source: P.A. 86-985.)

Section 20. The General Not For Profit Corporation Act of 1986 is amended by changing Sections 103.05 and 113.45 and by adding Section 114.13 as follows:

(805 ILCS 105/103.05) (from Ch. 32, par. 103.05)

Sec. 103.05. Purposes and authority of corporations; particular purposes; exemptions.

(a) Not-for-profit corporations may be organized under this Act for any one or more of the following or similar purposes:

(1) Charitable.

(2) Benevolent.

(3) Eleemosynary.

(4) Educational.

(5) Civic.

(6) Patriotic.

(7) Political.

(8) Religious.

(9) Social.

(10) Literary.

(11) Athletic.

(12) Scientific.

(13) Research.

(14) Agricultural.

(15) Horticultural.

(16) Soil improvement.

(17) Crop improvement.

(18) Livestock or poultry improvement.

(19) Professional, commercial, industrial, or trade association.

(20) Promoting the development, establishment, or expansion of industries.

(21) Electrification on a cooperative basis.

(22) Telephone and Internet service on a mutual or cooperative basis.

(23) Ownership and operation of water supply facilities for drinking and general domestic use on a mutual or cooperative basis.

(24) Ownership or administration of residential property on a cooperative basis.

(25) Administration and operation of property owned on a condominium basis or by a homeowner association.

(26) Administration and operation of an organization on a cooperative basis producing or furnishing goods, services, or facilities primarily for the benefit of its members who are consumers of those goods, services, or facilities.

(27) Operation of a community mental health board or center organized pursuant to the Community Mental Health Act for the purpose of providing direct patient services.

(28) Provision of debt management services as authorized by the Debt Management Service Act.

(29) Promotion, operation, and administration of a ridesharing arrangement as defined in Section 1-176.1 of the Illinois Vehicle Code.

(30) The administration and operation of an organization for the purpose of assisting low-income consumers in the acquisition of utility and telephone services.

(31) Any purpose permitted to be exempt from taxation under Sections 501(c) or 501(d) of the United States Internal Revenue Code, as now or hereafter amended.

(32) Any purpose that would qualify for tax-deductible gifts under the Section 170(c) of the United States Internal Revenue Code, as now or hereafter amended. Any such purpose is deemed to be charitable under subsection (a)(1) of this Section.

(33) Furnishing of natural gas on a cooperative basis.

(34) Ownership and operation of agriculture-based biogas (anaerobic digester) systems on a cooperative basis including the marketing and sale of products produced from these, including, but not limited to, methane gas, electricity, and compost.

(35) Ownership and operation of a hemophilia program, including comprehensive hemophilia diagnostic treatment centers, under Section 501(a)(2) of the Social Security Act. The hemophilia program may employ physicians, other health care professionals, and staff. The program and the corporate board may not exercise control over, direct, or interfere with a physician's exercise and execution of his or her professional judgment in the provision of care or treatment.

(36) Engineering for conservation services associated with wetland restoration or mitigation, flood mitigation, groundwater recharge, and natural infrastructure. Non-profit engineering for conservation services may not be procured by qualifications based selection criteria for contracts with the Department of Transportation, the Illinois State Toll Highway Authority, or Cook County, except as a subcontractor or subconsultant.

(b) A corporation may be organized hereunder to serve in an area that adjoins or borders (except for any intervening natural watercourse) an area located in an adjoining state intended to be similarly served, and the corporation may join any corporation created by the adjoining state having an identical purpose and organized as a not-for-profit corporation. Whenever any corporation organized under this Act so joins with a foreign corporation having an identical purpose, the corporation shall be permitted to do business in Illinois as one corporation; provided (1) that the name, bylaw provisions, officers, and directors of each corporation are identical, (2) that the foreign corporation complies with the provisions of this Act relating to the admission of foreign corporation, and (3) that the Illinois corporation files a statement with the Secretary of State indicating that it has joined with a foreign corporation setting forth the name thereof and the state of its incorporation.

(Source: P.A. 103-66, eff. 6-9-23; 103-605, eff. 7-1-24.)

(805 ILCS 105/113.45) (from Ch. 32, par. 113.45)

Sec. 113.45. Withdrawal of foreign corporation. A foreign corporation authorized to conduct affairs in this State may withdraw from this State upon filing with the Secretary of State an application for withdrawal. In order to procure such withdrawal, such foreign corporation shall either:

(a) Execute and file in duplicate, in accordance with Section 101.10 of this Act, an application for withdrawal and a final report which shall set forth:

(1) That it surrenders its authority to conduct affairs in this State;

(2) 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 this State during the time the corporation was licensed to conduct affairs in this State may thereafter be made on such corporation by service thereof on the Secretary of State;

(3) 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;

(4) The name of the corporation and the state or country under the laws of which it is organized; and

(5) Such additional information as may be necessary or appropriate in order to enable the Secretary of State to determine and assess any unpaid fees payable by such foreign corporation as in this Act prescribed; or

(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 such corporation was organized.

(c) The application for withdrawal and the final report shall be made on forms prescribed and furnished by the Secretary of State.

(d) 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 subsection (b) of this Section have been followed, the Secretary of State shall file a copy of the articles of dissolution in his or her office.

(e) The withdrawal is effective on the date of the filing of the articles by the Secretary of State or at a subsequent date, as outlined in the application of withdrawal, that is no later than 30 days after the date on which the application for withdrawal is filed by the Secretary of State.

Upon the filing of the application for withdrawal or copy of the articles of dissolution, the authority of the corporation to conduct affairs in this State shall cease.

(Source: P.A. 92-33, eff. 7-1-01.)

(805 ILCS 105/114.13 new)

Sec. 114.13. Report of interim changes of domestic or foreign corporations. Any corporation, domestic or foreign, may report interim changes in the name, address, or both of its officers and directors, its principal office, or status as a condominium association, homeowners association, or cooperative housing corporation by filing a report under this Section containing the following information:

(1) the name of the corporation;

(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 office;

(4) the names and respective addresses, including street and number, or rural route number, of its directors and officers; and

(5) a statement as to whether the corporation is a condominium association established under the Condominium Property Act, a cooperative housing corporation defined in Section 216 of the Internal Revenue Code of 1954, or a homeowners association that administers a common interest community as defined in subsection (c) of Section 9-102 of the Code of Civil Procedures.

The interim report of changes shall be made on forms prescribed and furnished by the Secretary of State and shall be executed by the corporation through the corporation's president, vice-president, secretary, assistant secretary, treasurer, or other officer duly authorized, and verified by the person executing the report. If the corporation is in the hands of a receiver or trustee, the report shall be executed on behalf of the corporation and verified by the receiver or trustee.

Section 25. The Limited Liability Company Act is amended by changing Sections 1-10, 1-20, 5-25, 35-15, 35-25, 45-40, 45-45, and 50-1 and by adding Sections 1-70, 35-41, 35-43, and 45-38 as follows:

(805 ILCS 180/1-10)

Sec. 1-10. Limited liability company name.

(a) The name of each limited liability company or foreign limited liability company organized, existing, or subject to the provisions of this Act:

(1) shall contain the terms "limited liability company", "L.L.C.", or "LLC", which must be placed at the end of the company name or, if organized as a low-profit limited liability company under Section 1-26 of this Act, shall contain the term "L3C";

(2) may not contain a word or phrase, or an abbreviation or derivation thereof, the use of which is prohibited or restricted by any other statute of this State unless the restriction has been complied with;

(3) shall consist of letters of the English alphabet, Arabic or Roman numerals, or symbols capable of being readily reproduced by the Office of the Secretary of State;

(4) shall not contain any of the following terms: "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.," "Co.," "Limited Partnership" or "L.P.";

(5) shall be the name under which the limited liability company transacts business in this State unless the limited liability company also elects to adopt an assumed name or names as provided in this Act; provided, however, that the limited liability company may use any divisional designation or trade name without complying with the requirements of this Act, provided the limited liability company also clearly discloses its name;

(6) shall not contain any word or phrase that indicates or implies that the limited liability company is authorized or empowered to be in the business of a corporate fiduciary unless otherwise permitted by the Secretary of Financial and Professional Regulation under Section 1-9 of the Corporate Fiduciary Act. The word "trust", "trustee", or "fiduciary" may be used by a limited liability company only if it has first complied with Section 1-9 of the Corporate Fiduciary Act; and

(7) shall contain the word "trust", if it is a limited liability company organized for the purpose of accepting and executing trusts.

(b) Nothing in this Section or Section 1-20 shall abrogate or limit the common law or statutory law of unfair competition or unfair trade practices, nor derogate from the common law or principles of equity or the statutes of this State or of the United States of America with respect to the right to acquire and protect copyrights, trade names, trademarks, service marks, service names, or any other right to the exclusive use of names or symbols.

(c) (Blank).

(d) The name shall be distinguishable upon the records in the Office of the Secretary of State from all of the following:

(1) Any limited liability company that has articles of organization filed with the Secretary of State under Section 5-5.

(2) Any foreign limited liability company admitted to transact business in this State.

(3) Any name for which an exclusive right has been reserved in the Office of the Secretary of State under Section 1-15.

(4) Any assumed name that is registered with the Secretary of State under Section 1-20.

(5) Any corporate name or assumed corporate name of a domestic or foreign corporation subject to the provisions of Section 4.05 of the Business Corporation Act of 1983 or Section 104.05 of the General Not For Profit Corporation Act of 1986.

(e) The provisions of subsection (d) of this Section shall not apply if the organizer files with the Secretary of State a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of that name in this State.

(f) The Secretary of State shall determine whether a name is "distinguishable" from another name for the purposes of this Act. Without excluding other names that may not constitute distinguishable names in this State, a name is not considered distinguishable, for purposes of this Act, solely because it contains one or more of the following:

(1) The word "limited", "liability" or "company" or an abbreviation of one of those words.

(2) Articles, conjunctions, contractions, abbreviations, or different tenses or number of the same word.

(Source: P.A. 98-720, eff. 7-16-14; 99-227, eff. 8-3-15.)

(805 ILCS 180/1-20)

Sec. 1-20. Assumed name.

(a) A limited liability company or a foreign limited liability company admitted to transact business or making application for admission to transact business in Illinois may elect to adopt an assumed name that complies with the requirements of Section 1-10 of this Act except (a)(1).

(a-5) As used in this Act, "assumed name" means any name other than the true limited liability company name, except that the following do not constitute the use of an assumed name under this Act:

(1) A limited liability company's identification of its business with a trademark or service mark of which the company is the owner or licensed user.

(2) The use of a name of a division, not containing the word "limited", "liability", or "company" or an abbreviation of one of those words, provided that the limited liability company also clearly discloses its true name.

(b) Before transacting any business in Illinois under an assumed limited liability company name or names, the limited liability company shall, for each assumed name, execute and file in duplicate an application setting forth all of the following:

(1) The true limited liability company name.

(2) The state or country under the laws of which it is organized.

(3) That it intends to transact business under an assumed limited liability company name.

(4) The assumed name that it proposes to use.

(c) The right to use an assumed name shall be effective from the date of filing by the Secretary of State until the first day of the anniversary month of the limited liability company that falls within the next calendar year evenly divisible by 5. However, if an application is filed within the 2 months immediately preceding the anniversary month of a limited liability company that falls within a calendar year evenly divisible by 5, the right to use the assumed name shall be effective until the first day of the anniversary month of the limited liability company that falls within the next succeeding calendar year evenly divisible by 5.

(d) A limited liability company shall renew the right to use its assumed name or names, if any, within the 60 days preceding the expiration of the right, for a period of 5 years, by making an election to do so at the time of filing its annual report form and by paying the renewal fee as prescribed by this Act.

(e) A limited liability company or foreign limited liability company may change or cancel any or all of its assumed names by executing and filing an application setting forth all of the following:

(1) The true limited liability company name.

(2) The state or country under the laws of which it is organized.

(3) That it intends to cease transacting business under an assumed name by changing or cancelling it.

(4) The assumed name to be changed or cancelled.

(5) If the assumed name is to be changed, the assumed name that the limited liability company proposes to use.

(f) Upon the filing of an application to change an assumed name, the limited liability company shall have the right to use the assumed name for the balance of the period authorized.

(g) The right to use an assumed name shall be cancelled by the Secretary of State if any of the following occurs:

(1) The limited liability company fails to renew an assumed name.

(2) The limited liability company has filed an application to change or cancel the assumed name.

(3) A limited liability company has been dissolved.

(4) A foreign limited liability company has had its admission to do business in Illinois revoked.

(h) Any limited liability company or foreign limited liability company failing to pay the prescribed fee for assumed name renewal when due and payable shall be given notice of nonpayment by the Secretary of State by regular mail. If the fee, together with a late fee of $100, is not paid within 150 60 days after the notice is mailed, the right to use the assumed name shall cease. Any limited liability company or foreign limited liability company that (i) puts forth any sign or advertisement assuming any name other than that under which it is organized or otherwise authorized by law to act or (ii) violates Section 1-27 is guilty of a petty offense and shall be fined not less than $501 and not more than $1,000. A limited liability company or foreign limited liability company shall be deemed guilty of an additional offense for each day it shall continue to so offend. Each limited liability company or foreign limited liability company that fails or refuses (1) to answer truthfully and fully within the time prescribed by this Act interrogatories propounded by the Secretary of State in accordance with this Act or (2) to perform any other act required by this Act to be performed by the limited liability company or foreign limited liability company is guilty of a petty offense and shall be fined not less than $501 and not more than $1,000.

(i) A foreign limited liability company may not use an assumed or fictitious name in the conduct of its business to intentionally misrepresent the geographic origin or location of the company.

(Source: P.A. 93-59, eff. 7-1-03.)

(805 ILCS 180/1-70 new)

Sec. 1-70. Abstract of limited liability company record.

(a) The Secretary of State may, upon receipt of a written request and payment of a fee as determined by the Secretary, furnish to the person or agency so requesting an abstract of the limited liability company record of any domestic or foreign limited liability company licensed to do business in this State. All requests for abstracts shall be made in the manner and the form prescribed by the Secretary of State.

(b) The Secretary of State may certify an abstract of a limited liability company record upon written request. The fee for the certification shall be $5 in addition to the fee required for furnishing an abstract record. The certification shall be made under the signature of the Secretary of State and shall be authenticated by the Seal of his office.

(c) The fees provided in this Section for abstracts of limited liability company records and certifications of abstracts shall not be applicable to any federal, State or local governmental agency requesting such information or certification.

(805 ILCS 180/5-25)

Sec. 5-25. Articles of amendment. The articles of amendment shall be executed and filed in duplicate and shall set forth the following:

(1) The name of the limited liability company.

(2) The text of each amendment adopted.

(3) A statement that the amendment was approved as required by the operating agreement or this Act, as applicable.

(4) (Blank.)

(5) The date on which the amendment is to become effective, if the amendment is to become effective after the date on which the articles of amendment are filed. The date shall not exceed 30 days after the date of filing by the Secretary of State.

(6) A limited liability company whose period of duration as provided in the articles of organization has expired may amend its articles of organization to revive the articles and extend the period of duration, including making the duration perpetual, at any time within 5 years after the date of expiration.

(Source: P.A. 95-368, eff. 8-23-07.)

(805 ILCS 180/35-15)

Sec. 35-15. Statement of termination. When a limited liability company has been wound up, a statement of termination shall be executed in duplicate in the manner prescribed in Section 5-45 and shall set forth all of the following:

(1) The name of the limited liability company;

(2) A post office address to which may be mailed a copy of any process against the company that may be served upon the Secretary of State; and

(3) A statement that the limited liability company has been terminated.

The statement of termination is effective on the date of the filing of the statement by the Secretary of State or a subsequent date, as outlined in the statement of termination that is no later than 30 days after the date on which the statement of termination is filed by the Secretary of State.

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

(805 ILCS 180/35-25)

Sec. 35-25. Grounds for administrative dissolution. The Secretary of State may dissolve any limited liability company administratively if:

(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 required by this Act;

(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;

(2.5) blank; 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 agent in Illinois in accordance with the provisions of this Act;

(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; or .

(6) if it has fraudulent intent towards or it has misrepresented any material matter in any application, report, affidavit, or other document submitted by the limited liability company under this Act.

(Source: P.A. 98-171, eff. 8-5-13; 99-608, eff. 7-22-16.)

(805 ILCS 180/35-41 new)

Sec. 35-41. Reinstatement following expiration.

(a) A limited liability company whose period of duration as provided in the articles of organization has lapsed may be reinstated by the Secretary of State following date of expiration 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 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; and

(4) the filing of articles of amendment to extend the period of duration, including making the duration perpetual.

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

(1) the name of the limited liability company at the time of the issuance of the notice of dissolution;

(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 affected under Sections 1-10 and 5-25;

(3) the date of issuance of the notice of expiration; and

(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 dissolution is properly reported under Section 1-35 of this Act.

(c) When a dissolved 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 limited liability company existence shall be deemed to have continued without interruption from the date of the issuance of the notice of dissolution, and the limited liability company shall stand revived with the powers, duties, and obligations as if it had not been dissolved. 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 dissolution, 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 administrative dissolution by reason of the fact that the limited liability company was administratively dissolved at the time the debts or liabilities were incurred.

(805 ILCS 180/35-43 new)

Sec. 35-43. Grounds for judicial dissolution. A circuit court may dissolve a limited liability company:

(1) in an action by the Attorney General, if it is established that:

(A) the limited liability company filed its articles of organization through fraud;

(B) the limited liability company has continued to exceed or abuse the authority conferred upon it by law, or has continued to violate the law, after notice of the same has been given to the limited liability company, either personally or by registered mail; or

(C) any interrogatory propounded by the Secretary of State to the limited liability company, its officers or directors, as provided in this Act, has been answered falsely or has not been answered fully within 30 days after the mailing of the interrogatories by the Secretary of State or within the extension of time as shall have been authorized by the Secretary of State; and

(2) in an action by a creditor, if it is established that:

(A) the creditor's claim has been reduced to judgment, a copy of the judgment has been returned unsatisfied, and the limited liability company is insolvent; or

(B) the limited liability company has admitted in writing that the creditor's claim is due and owing, and the limited liability company is insolvent; and

(3) in an action by the limited liability company to dissolve under court supervision, if it is established that dissolution is reasonably necessary because the business of the limited liability company can no longer be conducted.

(805 ILCS 180/45-38 new)

Sec. 45-38. Revocation; limited liability company name. The Secretary of State shall not allow another limited liability company or corporation to use the name of a foreign limited liability company that has been revoked until 3 years have elapsed following the date of issuance of the notice of revocation. If the foreign limited liability company that has been revoked is reinstated within 3 years after the date of issuance of the notice of revocation, the foreign limited liability company shall continue under its previous name unless the limited liability company changes its name upon reinstatement.

(805 ILCS 180/45-40)

Sec. 45-40. Withdrawal.

(a) A foreign limited liability company admitted to transact business in this State may withdraw from this State upon filing with the Secretary of State an application for withdrawal. In order to withdraw, the foreign limited liability company shall deliver to the Secretary of State an application for withdrawal, which shall set forth all of the following:

(1) The name of the limited liability company and the State or country under the laws of which it is organized.

(2) That the limited liability company is not transacting business in this State.

(3) That the limited liability company surrenders its admission to transact business in this State.

(4) That the limited liability company revokes the authority of its registered agent in this State to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this State during the time the limited liability company was admitted to transact business in this State may thereafter be made on the limited liability company by service thereof upon the Secretary of State.

(5) A post office address to which may be mailed a copy of any process against the limited liability company that may be served on the Secretary of State.

(6) All additional information that is necessary or appropriate in order to enable the Secretary of State to determine and assess any unpaid fees payable by the limited liability company as prescribed in this Article.

The application for withdrawal is effective on the date of the filing of the application by the Secretary of State or a subsequent date, as outlined in the application for withdrawal that is no later than 30 days after the date on which the Statement of Withdrawal is filed by the Secretary of State.

(b) The application for withdrawal shall be in the form and manner designated by the Secretary of State and shall be executed by the limited liability company by one of its managers or, if none, any member or members that may be designated by the members pursuant to limited liability company action properly taken under applicable local law or, if the limited liability company is in the hands of a receiver or trustee, by the receiver or trustee on behalf of the limited liability company. This report shall be accompanied by a written declaration that it is made under the penalties of perjury.

(Source: P.A. 98-171, eff. 8-5-13.)

(805 ILCS 180/45-45)

Sec. 45-45. Transaction of business without admission.

(a) A foreign limited liability company transacting business in this State may not maintain a civil action in any court of this State until the limited liability company is admitted to transact business in this State.

(b) The failure of a foreign limited liability company to be admitted to transact business in this State does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any civil action in any court of this State.

(c) A foreign limited liability company, by transacting business in this State without being admitted to do so, appoints the Secretary of State as its agent upon whom any notice, process, or demand may be served.

(d) A foreign limited liability company that transacts business in this State without being admitted to do so shall be liable to the State for the years or parts thereof during which it transacted business in this State without being admitted in an amount equal to all fees that would have been imposed by this Article upon that limited liability company had it been duly admitted, filed all reports required by this Article, and paid all penalties imposed by this Article. If a limited liability company fails to be admitted to do business in this State within 60 days after it commences transacting business in Illinois, it is liable for a penalty of $300 $2,000 plus $25 $100 for each month or fraction thereof in which it has continued to transact business in this State without being admitted to do so. The Attorney General shall bring proceedings to recover all amounts due this State under this Article.

(e) A member of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely by reason of the company's having transacted business in this State without being admitted to do so.

(Source: P.A. 93-32, eff. 12-1-03.)

(805 ILCS 180/50-1)

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 30 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 30 60 days of the original due date of the report.

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

Section 30. The Uniform Partnership Act (1997) is amended by changing Sections 108 and 1102 as follows:

(805 ILCS 206/108)

Sec. 108. Fees.

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

(1) fees for filing documents;

(2) miscellaneous charges; and

(3) fees for the sale of lists of filings and for copies of any documents.

(b) The Secretary of State shall charge and collect:

(1) for furnishing a copy or certified copy of any document, instrument, or paper relating to a registered limited liability partnership, $25;

(2) for the transfer of information by computer process media to any purchaser, fees established by rule;

(3) for filing a statement of partnership authority, $25;

(4) for filing a statement of denial, $25;

(5) for filing a statement of dissociation, $25;

(6) for filing a statement of dissolution, $100;

(7) for filing a statement of merger, $100;

(8) for filing a statement of qualification for a limited liability partnership organized under the laws of this State, $300 , $100 for each partner, but in no event shall the fee be less than $200 or exceed $5,000;

(9) for filing a statement of foreign qualification, $500;

(10) for filing a renewal statement for a limited liability partnership organized under the laws of this State, $100 for each partner, but in no event shall the fee be less than $200 or exceed $300 $5,000;

(11) for filing a renewal statement for a foreign limited liability partnership, $300;

(12) for filing an amendment or cancellation of a statement, $50 $25;

(13) for filing a statement of withdrawal, $100;

(14) for the purposes of changing the registered agent name or registered office, or both, $50 $25;

(15) for filing an application for reinstatement, $200;

(16) for filing any other document, $50 $25.

(c) All fees collected pursuant to this Act shall be deposited into the Division of Corporations Registered Limited Liability Partnership Fund.

(d) There is hereby continued in the State treasury a special fund to be known as the Division of Corporations Registered Limited Liability Partnership Fund. Moneys deposited into the Fund shall, subject to appropriation, be used by the Business Services Division of the Office of the Secretary of State to administer the responsibilities of the Secretary of State under this Act. On or before August 31 of each year, the balance in the Fund in excess of $600,000 shall be transferred to the General Revenue Fund.

(e) Filings, including annual reports, made by electronic means shall be treated as if submitted in person and may not be charged excess fees as expedited services solely because of submission by electronic means.

(Source: P.A. 99-620, eff. 1-1-17; 99-933, eff. 1-27-17; 100-186, eff. 7-1-18; 100-486, eff. 1-1-18; 100-863, eff. 8-14-18.)

(805 ILCS 206/1102)

Sec. 1102. Statement of foreign qualification.

(a) Before transacting or continuing to transact business in this State, a foreign limited liability partnership must file a statement of qualification or a renewal statement under Section 1001; provided, however, that the statement must contain:

(1) the name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP";

(2) the street address of the partnership's chief executive office and, if different, the street address of an office of the partnership in this State, if any;

(3) the name and street address of the partnership's agent for service of process;

(4) a brief statement of the business in which the partnership engages;

(5) a deferred effective date, if any; and

(6) an original certificate of existence or good standing issued within the preceding 60 days by its state of jurisdiction or formation a document or documents sufficient under the laws of the state or jurisdiction in which the limited liability partnership is organized to constitute official certification of current status in good standing as a registered limited liability partnership under the laws of that state or jurisdiction.

(b) A foreign partnership may not use an assumed or fictitious name in the conduct of its business to intentionally misrepresent the geographic origin or location of the partnership. This subsection (b) does not apply to any foreign limited liability partnership that has gross annual revenues in excess of $100,000,000.

(c) A person shall not advertise or cause to be listed in a telephone directory an assumed or fictitious business name that intentionally misrepresents where the business is actually located or operating or falsely states that the business is located or operating in the area covered by the telephone directory. This subsection (c) does not apply to a telephone service provider or to the publisher or distributor of a telephone service directory, unless the conduct prescribed in this subsection (c) is on behalf of that telephone service provider or that publisher or distributor. This subsection (c) does not apply to any foreign limited liability partnership that has gross annual revenues in excess of $100,000,000.

(d) A foreign limited liability partnership that violates this Section is guilty of a petty offense and must be fined not less than $501 and not more than $1,000. A foreign limited liability partnership is guilty of an additional offense for each additional day in violation of this Section.

(e) The agent of a foreign limited liability partnership for service of process must be an individual who is a resident of this State or other person authorized to do business in this State.

(f) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, unless the partnership voluntarily withdraws by filing a statement of withdrawal, in which event the status of the partnership as a foreign limited liability partnership shall terminate on the date such statement is filed or, if later, a date specified on the statement.

(g) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.

(h) The Secretary of State shall register as a limited liability partnership any foreign limited liability partnership that submits a completed application with the required fee.

(Source: P.A. 92-740, eff. 1-1-03.)

Section 35. The Uniform Limited Partnership Act (2001) is amended by changing Sections 102, 108.5, and 202 and by adding Section 813 as follows:

(805 ILCS 215/102)

Sec. 102. Definitions. In this Act:

(1) "Anniversary" means that day every year exactly one or more years after: (i) the date the certificate of limited partnership was filed by the Office of the Secretary of State, in the case of a limited partnership; or (ii) the date the certificate of authority to transact business was filed by the Office of the Secretary of State, in the case of a foreign limited partnership.

(2) "Anniversary month" means the month in which the anniversary of the limited partnership or foreign limited partnership occurs.

(3) "Certificate of limited partnership" means the certificate required by Section 201. The term includes the certificate as amended or restated.

(4) "Contribution", except in the phrase "right of contribution", means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner.

(5) "Debtor in bankruptcy" means a person that is the subject of:

(A) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or

(B) a comparable order under federal, state, or foreign law governing insolvency.

(6) "Designated office" means:

(A) with respect to a limited partnership, the office that the limited partnership is required to designate and maintain under Section 114; and

(B) with respect to a foreign limited partnership, its principal office.

(7) "Distribution" means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.

(7.5) "Expired" means a limited partnership has reached the duration established in the certificate of limited partnership.

(8) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to Section 404(c).

(9) "Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.

(10) "General partner" means:

(A) with respect to a limited partnership, a person that:

(i) becomes a general partner under Section 401; or

(ii) was a general partner in a limited partnership when the limited partnership became subject to this Act under Section 1206(a) or (b); and

(B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.

(11) "Limited liability limited partnership", except in the phrase "foreign limited liability limited partnership", means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.

(12) "Limited partner" means:

(A) with respect to a limited partnership, a person that:

(i) becomes a limited partner under Section 301; or

(ii) was a limited partner in a limited partnership when the limited partnership became subject to this Act under Section 1206(a) or (b); and

(B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.

(13) "Limited partnership", except in the phrases "foreign limited partnership" and "foreign limited liability limited partnership", means an entity, having one or more general partners and one or more limited partners, which is formed under this Act by two or more persons or becomes subject to this Act under Article 11 or Section 1206(a) or (b). The term includes a limited liability limited partnership.

(14) "Partner" means a limited partner or general partner.

(15) "Partnership agreement" means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended.

(16) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government; governmental subdivision, agency, or instrumentality; public corporation, or any other legal or commercial entity.

(17) "Person dissociated as a general partner" means a person dissociated as a general partner of a limited partnership.

(18) "Principal office" means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State.

(19) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(20) "Required information" means the information that a limited partnership is required to maintain under Section 111.

(21) "Sign" means:

(A) to execute or adopt a tangible symbol with the present intent to authenticate a record; or

(B) to attach or logically associate an electronic symbol, sound, or process to or with a record with the present intent to authenticate the record.

(22) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(23) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.

(24) "Transferable interest" means a partner's right to receive distributions.

(25) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.

(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/108.5)

Sec. 108.5. Assumed name.

(a) A limited partnership or a foreign limited partnership admitted to transact business in this State may elect to adopt an assumed name that complies with the requirements of Section 108 of this Act except the requirement that the name contain the words "limited partnership", "limited liability limited partnership", or the abbreviation "L.P.", "LP", "LLLP" or "L.L.L.P."

(b) As used in this Act, "assumed name" means any name other than the true name of a limited partnership or the name under which a foreign limited partnership is admitted to transact business in this State, except that the following do not constitute the use of an assumed name under this Act:

(1) The identification by a limited partnership or foreign limited partnership of its business with a trademark or service mark of which it is the owner or licensed user.

(2) The use of a name of a division, not constituting a separate limited partnership and not containing the words "limited partnership" or an abbreviation of those words, provided that the limited partnership also clearly discloses its true name.

(c) Before transacting any business in this State under an assumed name or names, the limited partnership or foreign limited partnership shall, for each assumed name, execute and file in accordance with Section 108 or 204 of this Act, as applicable, an application setting forth:

(1) the true name of the limited partnership or the name under which the foreign limited partnership is admitted to transact business in this State;

(2) the State or other jurisdiction under the laws of which it is formed;

(3) that it intends to transact business under an assumed name; and

(4) the assumed name which it proposes to use.

(d) The right to use an assumed name shall be effective from the date of filing by the Secretary of State until the first day of the anniversary month of the limited partnership or foreign limited partnership that falls within the next calendar year evenly divisible by 5, however, if an application is filed within the 3 months immediately preceding the anniversary month of a limited partnership or foreign limited partnership that falls within a calendar year evenly divisible by 5, the right to use the assumed name shall be effective until the first day of the anniversary month of the limited partnership or foreign limited partnership that falls within the next succeeding year evenly divisible by 5.

(e) A limited partnership or foreign limited partnership may renew the right to use its assumed name or names, if any, within the 60 days preceding the expiration of such right, for a period of 5 years, by making an election to do so on a form prescribed by the Secretary of State and by paying the renewal fee as prescribed by this Act.

(f) Any limited partnership or foreign limited partnership may change or cancel any or all of its assumed names by executing and filing, in duplicate, an application setting forth:

(1) the true name of the limited partnership or the name under which the foreign limited partnership is admitted to transact business in this State;

(2) the state or country under the laws of which it is organized;

(3) a statement that it intends to cease transacting business under an assumed name by changing or cancelling it;

(4) the assumed name to be changed or cancelled;

(5) the assumed name which the limited partnership or foreign limited partnership proposes to use, if it is to be changed.

(g) Upon the filing of an application to change an assumed name, the limited partnership or foreign limited partnership shall have the right to use such assumed name for the period authorized by subsection (d) of this Section.

(h) The right to use an assumed name shall be cancelled by the Secretary of State:

(1) if the limited partnership or foreign limited partnership fails to renew an assumed name;

(2) if the limited partnership or foreign limited partnership has filed an application to change or cancel an assumed name;

(3) if a limited partnership's certificate of limited partnership or certificate to be governed by this Act has been cancelled;

(4) if a foreign limited partnership's application for admission to transact business has been cancelled.

(i) Any limited partnership or foreign limited partnership failing to pay the prescribed fee for the assumed name renewal when due and payable shall be given notice of nonpayment by the Secretary of State by regular mail. If the fee, together with a late fee of $50, is not paid within 150 days after the notice is mailed, the right to use the assumed name shall cease. Any limited partnership carrying on, conducting or transacting business under an assumed name which shall fail to comply with the provisions of this Section shall be subject to the penalty provisions in Section 5 of "An Act in relation to the use of an assumed name in the conduct or transaction of business in this State", approved July 17, 1941, as amended.

(j) A foreign limited partnership that applies for and receives a certificate of authority under Section 905, is deemed to have complied with this Section in full.

(Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/202)

Sec. 202. Amendment or restatement of certification.

(a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to Article 11, articles of merger stating:

(1) the name of the limited partnership;

(2) the date of filing of its initial certificate; and

(3) the changes the amendment makes to the certificate as most recently amended or restated.

(b) A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:

(1) the admission of a new general partner;

(2) the dissociation of a person as a general partner; or

(3) the appointment of a person to wind up the limited partnership's activities under Section 803(c) or (d).

(c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:

(1) cause the certificate to be amended; or

(2) if appropriate, deliver to the Secretary of State for filing a statement of change pursuant to Section 115 or a statement of correction pursuant to Section 207.

(d) Except as provided in Section 210, a certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.

(e) A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment. A restated certificate of limited partnership shall supersede the original certificate of limited partnership and all amendments thereto filed prior to the effective date of filing the restated certificate of limited partnership.

(f) Subject to Section 206(c), an amendment or restated certificate is effective when filed by the Secretary of State.

(g) A limited partnership whose period of duration as provided in the certificate of limited partnership has expired may amend the certificate of limited partnership to revive its certificate and extend the period of duration to perpetual at any time within 5 years after the date of expiration.

(Source: P.A. 97-839, eff. 7-20-12.)

(805 ILCS 215/813 new)

Sec. 813. Reinstatement following duration expiration.

(a) A limited partnership that expired may be reinstated by the Secretary of State following the date of expiration upon:

(1) the filing of an application for reinstatement;

(2) the filing with the Secretary of State of all reports then due and becoming due; and

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

(4) the filing of the Amendment to the Certificate of Limited Partnership to extend the period of duration to perpetual.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 204 and shall set forth all of the following:

(1) the name of the limited partnership at the time of expiration;

(2) the date of expiration;

(3) the agent for service of process and the address of the agent for service of process; provided that any change to either the agent for service of process or the address of the agent for service of process is properly reported under Section 115.

(c) When a limited partnership that has expired has complied with the provisions of this Section, the Secretary of State shall file the application for reinstatement.

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

(e) Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no limited partner or officer of the partnership shall be personally liable for the debts and liabilities of the limited partnership incurred during the period of expiration by reason of the fact that the limited partnership was expired at the time the debts or liabilities were incurred.