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1 | AN ACT concerning business.
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2 | Be it enacted by the People of the State of Illinois,
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3 | represented in the General Assembly:
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4 | Section 5. The Limited Liability Company Act is amended by | ||||||||||||||||||||||||||||||||
5 | changing Sections 1-20, 45-20, 50-10, 50-45, and 50-50 as | ||||||||||||||||||||||||||||||||
6 | follows:
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7 | (805 ILCS 180/1-20)
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8 | Sec. 1-20. Assumed name.
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9 | (a) A limited liability company or a foreign limited
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10 | liability company admitted to transact business or making
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11 | application for admission to transact business in Illinois
may | ||||||||||||||||||||||||||||||||
12 | elect to adopt an assumed name that complies with the
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13 | requirements of Section 1-10 of this Act except (a)(1).
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14 | (a-5) As used in this Act, "assumed name" means any name | ||||||||||||||||||||||||||||||||
15 | other than the
true
limited liability company name, except that | ||||||||||||||||||||||||||||||||
16 | the following do not constitute the
use of an assumed name | ||||||||||||||||||||||||||||||||
17 | under this Act:
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18 | (1) A limited liability company's
identification of | ||||||||||||||||||||||||||||||||
19 | its business with a trademark or service mark of which the
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20 | company is the owner or licensed user.
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21 | (2) The use of a name of a division,
not containing the | ||||||||||||||||||||||||||||||||
22 | word "limited", "liability", or "company" or an | ||||||||||||||||||||||||||||||||
23 | abbreviation
of one of those words, provided that the |
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1 | limited liability company also clearly
discloses its true | ||||||
2 | name.
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3 | (b) Before transacting any business in Illinois under
an | ||||||
4 | assumed limited liability company name or names, the
limited | ||||||
5 | liability company shall, for each assumed name,
execute and | ||||||
6 | file in duplicate an application setting forth all of the
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7 | following:
| ||||||
8 | (1) The true limited liability company name.
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9 | (2) The state or country under the laws of which
it is | ||||||
10 | organized.
| ||||||
11 | (3) That it intends to transact business under an
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12 | assumed limited liability company name.
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13 | (4) The assumed name that it proposes to use.
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14 | (c) The right to use an assumed name shall be effective
| ||||||
15 | from the date of filing by the Secretary of State until the
| ||||||
16 | first day of the anniversary month of the limited liability
| ||||||
17 | company that falls within the next calendar year evenly
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18 | divisible by 5. However, if an application is filed within
the | ||||||
19 | 2 months immediately preceding the anniversary month of a
| ||||||
20 | limited liability company that falls within a calendar year
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21 | evenly divisible by 5, the right to use the assumed name
shall | ||||||
22 | be effective until the first day of the anniversary
month of | ||||||
23 | the limited liability company that falls within the
next | ||||||
24 | succeeding calendar year evenly divisible by 5.
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25 | (d) A limited liability company shall renew the right
to | ||||||
26 | use its assumed name or names, if any, within the 60 days
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1 | preceding the expiration of the right, for a period of 5
years, | ||||||
2 | by making an election to do so at the time of filing
its annual | ||||||
3 | report form and by paying the renewal fee as
prescribed by this | ||||||
4 | Act.
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5 | (e) A limited liability company or foreign limited
| ||||||
6 | liability company may change or cancel any or all of its
| ||||||
7 | assumed names by executing and filing an application setting
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8 | forth all of the following:
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9 | (1) The true limited liability company name.
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10 | (2) The state or country under the laws of which
it is | ||||||
11 | organized.
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12 | (3) That it intends to cease transacting business
under | ||||||
13 | an assumed name by changing or cancelling it.
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14 | (4) The assumed name to be changed or cancelled.
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15 | (5) If the assumed name is to be changed, the
assumed | ||||||
16 | name that the limited liability company
proposes to use.
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17 | (f) Upon the filing of an application to change an
assumed | ||||||
18 | name, the limited liability company shall have the
right to use | ||||||
19 | the assumed name for the balance of the period
authorized.
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20 | (g) The right to use an assumed name shall be cancelled
by | ||||||
21 | the Secretary of State if any of the following occurs:
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22 | (1) The limited liability company fails to
renew an | ||||||
23 | assumed name.
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24 | (2) The limited liability company has filed an
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25 | application to change or cancel the assumed name.
| ||||||
26 | (3) A limited liability company has been
dissolved.
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1 | (4) A foreign limited liability company has had
its | ||||||
2 | admission to do business in Illinois revoked.
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3 | (h) Any limited liability company or foreign limited
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4 | liability company failing to pay the prescribed fee for
assumed | ||||||
5 | name renewal when due and payable shall be given
notice of | ||||||
6 | nonpayment by the Secretary of State by
regular mail. If the | ||||||
7 | fee, together with a late fee of $50
$100 , is not paid within | ||||||
8 | 60 days after the notice is mailed,
the right to use the | ||||||
9 | assumed name shall cease.
Any limited liability company or | ||||||
10 | foreign limited
liability company that (i) puts forth any sign | ||||||
11 | or advertisement
assuming any name other than that under which | ||||||
12 | it is organized
or otherwise authorized by law to act or (ii) | ||||||
13 | violates Section 1-27 is
guilty of a
petty offense and shall be | ||||||
14 | fined not less than $501 and not
more than
$1,000. A limited | ||||||
15 | liability company or foreign limited liability company
shall be | ||||||
16 | deemed guilty of an
additional offense for each day it shall | ||||||
17 | continue to so
offend.
Each limited liability company or | ||||||
18 | foreign limited
liability company that fails or refuses (1) to | ||||||
19 | answer
truthfully and fully within the time prescribed by this | ||||||
20 | Act
interrogatories propounded by the Secretary of State in
| ||||||
21 | accordance with this Act or (2) to perform any other act
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22 | required by this Act to be performed by the limited liability
| ||||||
23 | company or foreign limited liability company is guilty of a
| ||||||
24 | petty offense and shall be fined not less than $501 and not
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25 | more than $1,000.
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26 | (i) A foreign limited liability company may not use an |
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1 | assumed or fictitious
name in the conduct of its business to | ||||||
2 | intentionally misrepresent the
geographic origin or location | ||||||
3 | of the company.
| ||||||
4 | (Source: P.A. 93-59, eff. 7-1-03.)
| ||||||
5 | (805 ILCS 180/45-20)
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6 | Sec. 45-20.
Registration; registered name of
foreign | ||||||
7 | limited liability company.
| ||||||
8 | (a) Any foreign limited
liability company not transacting | ||||||
9 | business in this State and
not authorized to transact business | ||||||
10 | in this State may
register its name, provided its name is | ||||||
11 | available for use as
determined by the Secretary of State in | ||||||
12 | accordance with the
provisions of this Act that specify name | ||||||
13 | availability for
limited liability companies organized in | ||||||
14 | Illinois.
Registration shall be made by doing the following:
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15 | (1) executing and filing in accordance with the
forms | ||||||
16 | and regulations that the Secretary of State may
specify:
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17 | (A) an application for registration, stating
the | ||||||
18 | name of the limited liability company, the
State or | ||||||
19 | place under the laws of which it is
organized, the date | ||||||
20 | of its organization, a brief
statement of the business | ||||||
21 | in which it is engaged or
plans to engage, the | ||||||
22 | post-office address of the
limited liability company | ||||||
23 | to which the Secretary of
State may mail notices as | ||||||
24 | required or permitted by
this Act, and that it desires | ||||||
25 | to register its name
under this Section; and
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1 | (B) a certificate setting forth that the
limited | ||||||
2 | liability company is in good standing under
the laws of | ||||||
3 | the State or place wherein it is
organized executed by | ||||||
4 | the Secretary of State of
that state or by some other | ||||||
5 | public official that may
have custody of the records | ||||||
6 | pertaining to limited
liability companies; and
| ||||||
7 | (2) paying to the Secretary of State a fee of
$300.
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8 | (b) Registration shall be effective from the date
of filing | ||||||
9 | by the Secretary of State until the first day of
the twelfth | ||||||
10 | month following that date.
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11 | (c) Registration may be renewed from year to year
by filing | ||||||
12 | an application for renewal setting forth the facts
required in | ||||||
13 | an original application for registration and accompanied by a
| ||||||
14 | certificate of good standing as required for the original
| ||||||
15 | registration and by paying the fee of $50 $100 within 60 days
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16 | immediately preceding the first day of the twelfth month
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17 | following the date of filing the original registration or
| ||||||
18 | previous renewal. Renewal shall extend the registration
for 12 | ||||||
19 | months, to expire on the first day of the month in
which the | ||||||
20 | original registration was filed the next year.
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21 | (d) Any foreign limited liability company that has in
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22 | effect a registration of its name may cancel that
registration | ||||||
23 | at any time by filing an application for
cancellation in the | ||||||
24 | same manner and setting forth the same
facts required to be set | ||||||
25 | forth in an original registration
and paying the fee prescribed | ||||||
26 | by this Act.
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1 | (e) The Secretary of State may cancel any registration
if, | ||||||
2 | after a hearing, he or she finds that the application
therefor | ||||||
3 | or any renewal thereof was made contrary to this
Act.
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4 | (Source: P.A. 87-1062.)
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5 | (805 ILCS 180/50-10)
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6 | Sec. 50-10. Fees.
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7 | (a) The Secretary of State shall charge and collect in
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8 | accordance with the provisions of this Act and rules
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9 | promulgated under its authority all of the following:
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10 | (1) Fees for filing documents.
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11 | (2) Miscellaneous charges.
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12 | (3) Fees for the sale of lists of filings and for | ||||||
13 | copies
of any documents.
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14 | (b) The Secretary of State shall charge and collect for
all | ||||||
15 | of the following:
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16 | (1) Filing articles of organization (domestic), | ||||||
17 | application for
admission (foreign), and restated articles | ||||||
18 | of
organization (domestic), $75 $150 . Notwithstanding the | ||||||
19 | foregoing, the fee for filing articles of organization | ||||||
20 | (domestic), application for admission (foreign), and | ||||||
21 | restated articles of organization (domestic) in connection | ||||||
22 | with a limited liability company with a series or the | ||||||
23 | ability to establish a series pursuant to Section 37-40 of | ||||||
24 | this Act is $200 $400 .
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25 | (2) Filing amendments (domestic or foreign), $75 $50 .
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1 | (3) Filing a statement of termination or
application
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2 | for withdrawal, $2.50 $5 .
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3 | (4) Filing an application to reserve a name, 12.50 $25 .
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4 | (5) Filing a notice of cancellation of a reserved name, | ||||||
5 | $2.50 $5 .
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6 | (6) Filing a notice of a transfer of a reserved
name, | ||||||
7 | 12.50 $25 .
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8 | (7) Registration of a name, $25 $50 .
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9 | (8) Renewal of registration of a name, $25 $50 .
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10 | (9) Filing an application for use of an assumed
name | ||||||
11 | under Section 1-20 of this Act, $75 $150 for each
year or | ||||||
12 | part thereof ending in 0 or 5, $60 $120 for each year or
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13 | part thereof ending in 1 or 6, $45 $90 for each year or | ||||||
14 | part thereof ending in 2 or
7, $30 $60 for each year or | ||||||
15 | part thereof ending in 3 or 8, $15 $30 for each year or
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16 | part thereof ending in 4 or 9, and a renewal for each | ||||||
17 | assumed name, $75 $150 .
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18 | (9.5) Filing an application for change of an assumed | ||||||
19 | name, $12.50 $25 . | ||||||
20 | (10) Filing an application for cancellation of an | ||||||
21 | assumed
name, $2.50 $5 .
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22 | (11) Filing an annual report of a limited liability
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23 | company or foreign limited liability company, $37.50 $75 , | ||||||
24 | if
filed as required by this Act, plus a penalty if
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25 | delinquent. Notwithstanding the foregoing, the fee for | ||||||
26 | filing an annual report of a limited liability company or |
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1 | foreign limited liability company is $37.50 $75 plus $25 | ||||||
2 | $50 for each series for which a certificate of designation | ||||||
3 | has been filed pursuant to Section 37-40 of this Act and is | ||||||
4 | in effect on the last day of the third month preceding the | ||||||
5 | company's anniversary month, plus a penalty if delinquent.
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6 | (12) Filing an application for reinstatement of a
| ||||||
7 | limited liability company or foreign limited liability
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8 | company , $100 $200 .
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9 | (13) Filing articles of merger, $50 $100 plus $25 $50 | ||||||
10 | for each party to the
merger in excess of the first 2 | ||||||
11 | parties.
| ||||||
12 | (14) (Blank).
| ||||||
13 | (15) Filing a statement of change of address of | ||||||
14 | registered office or change of registered agent, or both, | ||||||
15 | or filing a statement of correction, $12.50 $25 .
| ||||||
16 | (16) Filing a petition for refund, $2.50 $5 .
| ||||||
17 | (17) Filing a certificate of designation of a limited | ||||||
18 | liability company with a series pursuant to Section 37-40 | ||||||
19 | of this Act, $25 $50 . | ||||||
20 | (18) Filing articles of domestication, $50 $100 . | ||||||
21 | (19) Filing, amending, or cancelling a statement of | ||||||
22 | authority, $25 $50 . | ||||||
23 | (20) Filing, amending, or cancelling a statement of | ||||||
24 | denial, $5 $10 . | ||||||
25 | (21) Filing any other document, $2.50 $5 .
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26 | (c) The Secretary of State shall charge and collect all
of |
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1 | the following:
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2 | (1) For furnishing a copy or certified copy of any
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3 | document, instrument, or paper relating to a limited
| ||||||
4 | liability company or foreign limited liability company,
or | ||||||
5 | for a certificate, $12.50 $25 .
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6 | (2) For the transfer of information by computer
process | ||||||
7 | media to any purchaser, fees established by
rule.
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8 | (Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18; | ||||||
9 | 100-571, eff. 12-20-17; revised 9-13-18.)
| ||||||
10 | (805 ILCS 180/50-45)
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11 | Sec. 50-45. Certificate of registration; attorneys at law. | ||||||
12 | (a) A limited
liability company that is organized to | ||||||
13 | practice law may not engage in the
practice
of law without a | ||||||
14 | certificate of registration from the Supreme Court of
Illinois. | ||||||
15 | Application for registration shall be made in writing and shall
| ||||||
16 | contain the name and address of the limited liability company | ||||||
17 | and such other
information as may be required by the Supreme | ||||||
18 | Court. Upon receipt of the
application, if the Supreme Court | ||||||
19 | finds that the organizers, members, and
managers are each | ||||||
20 | licensed to practice law, no disciplinary action is
pending | ||||||
21 | against any of them, and
it appears that the limited liability | ||||||
22 | company will be conducted in compliance
with the law and the | ||||||
23 | rules of the Supreme Court, the Supreme Court may issue,
upon | ||||||
24 | payment of a registration fee of $25 $50 , a certificate of | ||||||
25 | registration.
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1 | Upon written application of the certificate holder and upon | ||||||
2 | completion of a
form prescribed by the Supreme Court, the | ||||||
3 | Supreme Court may renew the
certificate if it finds that the | ||||||
4 | limited liability company has complied with
the Supreme Court's | ||||||
5 | rules and the provisions of this Act. The fee for the
renewal | ||||||
6 | of a
certificate of registration is $20 $40 per year.
| ||||||
7 | The applications submitted and fees payable to the Supreme | ||||||
8 | Court shall be in
addition to the documents, amendments, and | ||||||
9 | reports filed with and the fees and
penalties charged by the | ||||||
10 | Secretary of State.
| ||||||
11 | The certificate of registration shall be conspicuously | ||||||
12 | posted upon the
premises to which it is applicable, and the | ||||||
13 | limited liability company may
have only those offices that are | ||||||
14 | designated by street address in the articles
of organization or | ||||||
15 | as changed by amendment of those articles. A certificate
of | ||||||
16 | registration is not assignable.
| ||||||
17 | (b) Moneys collected under this Section shall be deposited | ||||||
18 | into the Supreme Court Special Purposes Fund. | ||||||
19 | (c) After the effective date of this amendatory Act of the | ||||||
20 | 98th General Assembly, the amount of any fee collected under | ||||||
21 | this Section may be set by Supreme Court rule, except that the | ||||||
22 | amount of the fees shall remain as set by statute until the | ||||||
23 | Supreme Court adopts rules specifying a higher or lower fee | ||||||
24 | amount. | ||||||
25 | (Source: P.A. 98-324, eff. 10-1-13.)
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| |||||||
1 | (805 ILCS 180/50-50)
| ||||||
2 | Sec. 50-50. Department of Business Services Special | ||||||
3 | Operations Fund.
| ||||||
4 | (a) A special fund in the State treasury is created and | ||||||
5 | shall be known as
the
Department of Business Services Special | ||||||
6 | Operations Fund. Moneys deposited into
the Fund
shall, subject | ||||||
7 | to appropriation, be used by the Department of Business | ||||||
8 | Services
of the Office
of the Secretary of State, hereinafter | ||||||
9 | "Department", to create and maintain the
capability to
perform | ||||||
10 | expedited services in response to special requests made by the | ||||||
11 | public
for same-day
or 24-hour service. Moneys deposited into | ||||||
12 | the Fund shall be used for, but not
limited to,
expenditures | ||||||
13 | for personal services, retirement, Social Security, | ||||||
14 | contractual
services,
equipment, electronic data processing, | ||||||
15 | and telecommunications.
| ||||||
16 | (b) The balance in the Fund at the end of any fiscal year | ||||||
17 | shall not exceed
$600,000,
and any amount in excess thereof | ||||||
18 | shall be transferred to the General Revenue
Fund.
| ||||||
19 | (c) All fees payable to the Secretary of State under this | ||||||
20 | Section shall be
deposited
into the Fund. No other fees or | ||||||
21 | charges collected under this Act
shall be
deposited into the
| ||||||
22 | Fund.
| ||||||
23 | (d) "Expedited services" means services rendered within | ||||||
24 | the same day, or
within 24
hours from the time, the request | ||||||
25 | therefor is submitted by the filer, law firm,
service company,
| ||||||
26 | or messenger physically in person or, at the Secretary of |
| |||||||
| |||||||
1 | State's discretion,
by electronic means, to the Department's | ||||||
2 | Springfield Office and
includes
requests for certified copies, | ||||||
3 | photocopies, and certificates of good standing
made to the
| ||||||
4 | Department's Springfield Office in person or by telephone, or | ||||||
5 | requests for
certificates of
good standing made in person or by | ||||||
6 | telephone to the Department's Chicago
Office. A request | ||||||
7 | submitted by electronic means may not be considered a request | ||||||
8 | for expedited services solely because of its submission by | ||||||
9 | electronic means, unless expedited service is requested by the | ||||||
10 | filer.
| ||||||
11 | (e) Fees for expedited services shall be as follows:
| ||||||
12 | Restated articles of organization, $100 $200 ;
| ||||||
13 | Merger, $100 $200 ;
| ||||||
14 | Articles of organization, $50 $100 ;
| ||||||
15 | Articles of amendment, $50 $100 ;
| ||||||
16 | Reinstatement, $50 $100 ;
| ||||||
17 | Application for admission to transact business, $50 | ||||||
18 | $100 ;
| ||||||
19 | Certificate of good standing or abstract of computer | ||||||
20 | record, $10 $20 ;
| ||||||
21 | All other filings, copies of documents, annual | ||||||
22 | reports, and copies of
documents of
dissolved or revoked | ||||||
23 | limited liability companies, $25 $50 .
| ||||||
24 | (Source: P.A. 100-186, eff. 7-1-18; 100-561, eff. 7-1-18; | ||||||
25 | revised 9-13-18.)
|