100TH GENERAL ASSEMBLY
State of Illinois
2017 and 2018
HB3787

 

Introduced , by Rep. Silvana Tabares

 

SYNOPSIS AS INTRODUCED:
 
805 ILCS 5/1.35  from Ch. 32, par. 1.35
805 ILCS 105/101.35  from Ch. 32, par. 101.35
805 ILCS 180/5-60
805 ILCS 206/110 new
805 ILCS 206/111 new
805 ILCS 215/120 new
805 ILCS 215/121 new

    Amends the Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, the Limited Liability Company Act, the Uniform Partnership Act (1997), and the Uniform Limited Partnership Act (2001). Provides that interrogatories propounded by the Secretary of State to entities organized under those Acts must be answered within 30 days, that answers must be full and complete, and that answers must be in writing and under oath. Provides that for the purpose of verification of the answers to the interrogatories, production of documents may be requested and, if requested, the records shall be produced. Requires that interrogatories propounded to an individual must be answered by the individual. Limits public disclosure of the interrogatories and the responses. Effective July 1, 2017.


LRB100 10128 JLS 20302 b

 

 

A BILL FOR

 

HB3787LRB100 10128 JLS 20302 b

1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The Business Corporation Act of 1983 is amended
5by changing Section 1.35 as follows:
 
6    (805 ILCS 5/1.35)  (from Ch. 32, par. 1.35)
7    Sec. 1.35. Interrogatories to be propounded by Secretary of
8State. The Secretary of State may propound to any corporation,
9domestic or foreign, subject to the provisions of this Act, and
10to any officer or director thereof, such interrogatories as may
11be reasonably necessary and proper to enable the Secretary to
12ascertain whether such corporation has complied with all the
13provisions of this Act applicable to such corporation. Such
14interrogatories shall be answered within 30 thirty days after
15the mailing thereof, or within such additional time as shall be
16fixed by the Secretary of State, and the answers thereto shall
17be full and complete and shall be made in writing and under
18oath. For the purpose of verification of the answers to the
19interrogatories, production of documents may be requested and,
20if requested, the records shall be produced. If such
21interrogatories be directed to an individual they shall be
22answered by him or her, and if directed to a corporation they
23shall be answered by the president, vice-president, secretary,

 

 

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1or assistant secretary thereof. The Secretary of State need not
2file any document to which such interrogatories relate until
3such interrogatories be answered as herein provided, and not
4then if the answers thereto disclose that such document is not
5in conformity with the provisions of this Act. The Secretary of
6State shall certify to the Attorney General, for such action as
7the Attorney General may deem appropriate, all interrogatories
8and answers thereto which disclose a violation of any of the
9provisions of this Act.
10(Source: P.A. 83-1025.)
 
11    Section 10. The General Not For Profit Corporation Act of
121986 is amended by changing Section 101.35 as follows:
 
13    (805 ILCS 105/101.35)  (from Ch. 32, par. 101.35)
14    Sec. 101.35. Interrogatories to be propounded by Secretary
15of State. The Secretary of State may propound to any
16corporation, domestic or foreign, subject to the provisions of
17this Act, and to any officer or director thereof, such
18interrogatories as may be reasonably necessary and proper to
19enable the Secretary to ascertain whether such corporation has
20complied with all the provisions of this Act applicable to such
21corporation. Such interrogatories shall be answered within 30
22thirty days after the mailing thereof, or within such
23additional time as shall be fixed by the Secretary of State,
24and the answers thereto shall be full and complete and shall be

 

 

HB3787- 3 -LRB100 10128 JLS 20302 b

1made in writing and under oath. For the purpose of verification
2of the answers to the interrogatories, production of documents
3may be requested and, if requested, the records shall be
4produced. If such interrogatories be directed to an individual
5they shall be answered by him or her, and if directed to a
6corporation they shall be answered by the president,
7vice-president, secretary, or assistant secretary thereof. The
8Secretary of State need not file any document to which such
9interrogatories relate until such interrogatories be answered
10as herein provided, and not then if the answers thereto
11disclose that such document is not in conformity with the
12provisions of this Act. The Secretary of State shall certify to
13the Attorney General, for such action as the Attorney General
14may deem appropriate, all interrogatories and answers thereto
15which disclose a violation of any of the provisions of this
16Act.
17(Source: P.A. 84-1423.)
 
18    Section 15. The Limited Liability Company Act is amended by
19changing Section 5-60 as follows:
 
20    (805 ILCS 180/5-60)
21    Sec. 5-60. Interrogatories to be propounded by Secretary of
22State. The Secretary of State may propound to any limited
23liability company or foreign limited liability company subject
24to the provisions of this Act, and to any manager or, if there

 

 

HB3787- 4 -LRB100 10128 JLS 20302 b

1are no managers, any member thereof, such interrogatories as
2may be reasonably necessary and proper to enable the Secretary
3of State to ascertain whether the limited liability company has
4complied with all the provisions of this Act applicable to the
5limited liability company. The interrogatories shall be
6answered within 30 days after the mailing thereof, or within
7such additional time as shall be fixed by the Secretary of
8State, and the answers thereto shall be full and complete and
9shall be made in writing and under oath. For the purpose of
10verification of the answers to the interrogatories, production
11of documents may be requested and, if requested, the records
12shall be produced. If the interrogatories are directed to an
13individual, they shall be answered by him or her, and if
14directed to a limited liability company, they shall be answered
15by the managers thereof or, if there are no managers, the
16members. The Secretary of State need not file any document to
17which the interrogatories relate until the interrogatories are
18answered as herein provided, and not then if the answers
19thereto disclose that the document is not in conformity with
20the provisions of this Act. The Secretary of State shall
21certify to the Attorney General, for such action as the
22Attorney General may deem appropriate, all interrogatories and
23answers thereto that disclose a violation of any of the
24provisions of this Act.
25(Source: P.A. 87-1062.)
 

 

 

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1    Section 20. The Uniform Partnership Act (1997) is amended
2by adding Sections 110 and 111 as follows:
 
3    (805 ILCS 206/110 new)
4    Sec. 110. Interrogatories to be propounded by Secretary of
5State. The Secretary of State may propound to any partnership
6or limited liability partnership, domestic or foreign, subject
7to the provisions of this Act, and to any partner or limited
8liability partner thereof, such interrogatories as may be
9reasonably necessary and proper to enable the Secretary to
10ascertain whether the partnership or limited liability
11partnership has complied with all the provisions of this Act
12applicable to the partnership or limited liability
13partnership. The interrogatories shall be answered within 30
14days after the mailing thereof, or within such additional time
15as shall be fixed by the Secretary of State, and the answers
16thereto shall be full and complete and shall be made in writing
17and under oath. For the purpose of verification of the answers
18to the interrogatories, production of documents may be
19requested and, if requested, the records shall be produced. If
20the interrogatories are directed to an individual, they shall
21be answered by him or her, and if directed to a partnership or
22limited liability partnership, they shall be answered by the
23partners or limited liability partners thereof. The Secretary
24of State need not file any document to which the
25interrogatories relate until the interrogatories are answered

 

 

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1as herein provided, and not then if the answers thereto
2disclose that the document is not in conformity with the
3provisions of this Act. The Secretary of State shall certify to
4the Attorney General, for such action as the Attorney General
5may deem appropriate, all interrogatories and answers thereto
6that disclose a violation of any of the provisions of this Act.
 
7    (805 ILCS 206/111 new)
8    Sec. 111. Information disclosed by interrogatories.
9Interrogatories propounded by the Secretary of State and the
10answers thereto shall not be open to public inspection nor
11shall the Secretary of State disclose any facts or information
12obtained therefrom except in so far as official duty may
13require the same to be made public or in the event the
14interrogatories or the answers thereto are required for
15evidence in any criminal proceeding or in any other action by
16the State.
 
17    Section 25. The Uniform Limited Partnership Act (2001) is
18amended by adding Sections 120 and 121 as follows:
 
19    (805 ILCS 215/120 new)
20    Sec. 120. Interrogatories to be propounded by Secretary of
21State. The Secretary of State may propound to any limited
22partnership or limited liability limited partnership, domestic
23or foreign, subject to the provisions of this Act, and to any

 

 

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1general partner or limited partner thereof, such
2interrogatories as may be reasonably necessary and proper to
3enable the Secretary to ascertain whether the limited
4partnership or limited liability limited partnership has
5complied with all the provisions of this Act applicable to the
6limited partnership or limited liability limited partnership.
7The interrogatories shall be answered within 30 days after the
8mailing thereof, or within such additional time as shall be
9fixed by the Secretary of State, and the answers thereto shall
10be full and complete and shall be made in writing and under
11oath. For the purpose of verification of the answers to the
12interrogatories, production of documents may be requested and,
13if requested, the records shall be produced. If the
14interrogatories are directed to an individual, they shall be
15answered by him or her, and if directed to a limited
16partnership or limited liability limited partnership, they
17shall be answered by the general partner or limited partner
18thereof. The Secretary of State need not file any document to
19which the interrogatories relate until the interrogatories are
20answered as herein provided, and not then if the answers
21thereto disclose that the document is not in conformity with
22the provisions of this Act. The Secretary of State shall
23certify to the Attorney General, for such action as the
24Attorney General may deem appropriate, all interrogatories and
25answers thereto that disclose a violation of any of the
26provisions of this Act.
 

 

 

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1    (805 ILCS 215/121 new)
2    Sec. 121. Information disclosed by interrogatories.
3Interrogatories propounded by the Secretary of State and the
4answers thereto shall not be open to public inspection nor
5shall the Secretary of State disclose any facts or information
6obtained therefrom except in so far as official duty may
7require the same to be made public or in the event the
8interrogatories or the answers thereto are required for
9evidence in any criminal proceeding or in any other action by
10the State.
 
11    Section 99. Effective date. This Act takes effect July 1,
122017.