State of Illinois
2019 and 2020


Introduced , by Rep. Joyce Mason


805 ILCS 180/1-20
805 ILCS 180/45-20
805 ILCS 180/50-10
805 ILCS 180/50-45
805 ILCS 180/50-50

    Amends the Limited Liability Company Act. Reduces fees payable to the Secretary of State and the Illinois Supreme Court by 50%. Applies to registration fees, copy fees, expedited service fees, and attorney certificate of registration fees.

LRB101 10509 JLS 55615 b






HB3020LRB101 10509 JLS 55615 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 Limited Liability Company Act is amended by
5changing Sections 1-20, 45-20, 50-10, 50-45, and 50-50 as
7    (805 ILCS 180/1-20)
8    Sec. 1-20. Assumed name.
9    (a) A limited liability company or a foreign limited
10liability company admitted to transact business or making
11application for admission to transact business in Illinois may
12elect to adopt an assumed name that complies with the
13requirements of Section 1-10 of this Act except (a)(1).
14    (a-5) As used in this Act, "assumed name" means any name
15other than the true limited liability company name, except that
16the following do not constitute the use of an assumed name
17under this Act:
18        (1) A limited liability company's identification of
19    its business with a trademark or service mark of which the
20    company is the owner or licensed user.
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.
3    (b) Before transacting any business in Illinois under an
4assumed limited liability company name or names, the limited
5liability company shall, for each assumed name, execute and
6file in duplicate an application setting forth all of the
8        (1) The true limited liability company name.
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
12    assumed limited liability company name.
13        (4) The assumed name that it proposes to use.
14    (c) The right to use an assumed name shall be effective
15from the date of filing by the Secretary of State until the
16first day of the anniversary month of the limited liability
17company that falls within the next calendar year evenly
18divisible by 5. However, if an application is filed within the
192 months immediately preceding the anniversary month of a
20limited liability company that falls within a calendar year
21evenly divisible by 5, the right to use the assumed name shall
22be effective until the first day of the anniversary month of
23the limited liability company that falls within the next
24succeeding calendar year evenly divisible by 5.
25    (d) A limited liability company shall renew the right to
26use its assumed name or names, if any, within the 60 days



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1preceding the expiration of the right, for a period of 5 years,
2by making an election to do so at the time of filing its annual
3report form and by paying the renewal fee as prescribed by this
5    (e) A limited liability company or foreign limited
6liability company may change or cancel any or all of its
7assumed names by executing and filing an application setting
8forth all of the following:
9        (1) The true limited liability company name.
10        (2) The state or country under the laws of which it is
11    organized.
12        (3) That it intends to cease transacting business under
13    an assumed name by changing or cancelling it.
14        (4) The assumed name to be changed or cancelled.
15        (5) If the assumed name is to be changed, the assumed
16    name that the limited liability company proposes to use.
17    (f) Upon the filing of an application to change an assumed
18name, the limited liability company shall have the right to use
19the assumed name for the balance of the period authorized.
20    (g) The right to use an assumed name shall be cancelled by
21the Secretary of State if any of the following occurs:
22        (1) The limited liability company fails to renew an
23    assumed name.
24        (2) The limited liability company has filed an
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.
3    (h) Any limited liability company or foreign limited
4liability company failing to pay the prescribed fee for assumed
5name renewal when due and payable shall be given notice of
6nonpayment by the Secretary of State by regular mail. If the
7fee, together with a late fee of $50 $100, is not paid within
860 days after the notice is mailed, the right to use the
9assumed name shall cease. Any limited liability company or
10foreign limited liability company that (i) puts forth any sign
11or advertisement assuming any name other than that under which
12it is organized or otherwise authorized by law to act or (ii)
13violates Section 1-27 is guilty of a petty offense and shall be
14fined not less than $501 and not more than $1,000. A limited
15liability company or foreign limited liability company shall be
16deemed guilty of an additional offense for each day it shall
17continue to so offend. Each limited liability company or
18foreign limited liability company that fails or refuses (1) to
19answer truthfully and fully within the time prescribed by this
20Act interrogatories propounded by the Secretary of State in
21accordance with this Act or (2) to perform any other act
22required by this Act to be performed by the limited liability
23company or foreign limited liability company is guilty of a
24petty offense and shall be fined not less than $501 and not
25more than $1,000.
26    (i) A foreign limited liability company may not use an



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1assumed or fictitious name in the conduct of its business to
2intentionally misrepresent the geographic origin or location
3of the company.
4(Source: P.A. 93-59, eff. 7-1-03.)
5    (805 ILCS 180/45-20)
6    Sec. 45-20. Registration; registered name of foreign
7limited liability company.
8    (a) Any foreign limited liability company not transacting
9business in this State and not authorized to transact business
10in this State may register its name, provided its name is
11available for use as determined by the Secretary of State in
12accordance with the provisions of this Act that specify name
13availability for limited liability companies organized in
14Illinois. Registration shall be made by doing the following:
15        (1) executing and filing in accordance with the forms
16    and regulations that the Secretary of State may specify:
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.
8    (b) Registration shall be effective from the date of filing
9by the Secretary of State until the first day of the twelfth
10month following that date.
11    (c) Registration may be renewed from year to year by filing
12an application for renewal setting forth the facts required in
13an original application for registration and accompanied by a
14certificate of good standing as required for the original
15registration and by paying the fee of $50 $100 within 60 days
16immediately preceding the first day of the twelfth month
17following the date of filing the original registration or
18previous renewal. Renewal shall extend the registration for 12
19months, to expire on the first day of the month in which the
20original registration was filed the next year.
21    (d) Any foreign limited liability company that has in
22effect a registration of its name may cancel that registration
23at any time by filing an application for cancellation in the
24same manner and setting forth the same facts required to be set
25forth in an original registration and paying the fee prescribed
26by this Act.



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1    (e) The Secretary of State may cancel any registration if,
2after a hearing, he or she finds that the application therefor
3or any renewal thereof was made contrary to this Act.
4(Source: P.A. 87-1062.)
5    (805 ILCS 180/50-10)
6    Sec. 50-10. Fees.
7    (a) The Secretary of State shall charge and collect in
8accordance with the provisions of this Act and rules
9promulgated under its authority all of the following:
10        (1) Fees for filing documents.
11        (2) Miscellaneous charges.
12        (3) Fees for the sale of lists of filings and for
13    copies of any documents.
14    (b) The Secretary of State shall charge and collect for all
15of the following:
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.
25        (2) Filing amendments (domestic or foreign), $75 $50.



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1        (3) Filing a statement of termination or application
2    for withdrawal, $2.50 $5.
3        (4) Filing an application to reserve a name, 12.50 $25.
4        (5) Filing a notice of cancellation of a reserved name,
5    $2.50 $5.
6        (6) Filing a notice of a transfer of a reserved name,
7    12.50 $25.
8        (7) Registration of a name, $25 $50.
9        (8) Renewal of registration of a name, $25 $50.
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
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
16    part thereof ending in 4 or 9, and a renewal for each
17    assumed name, $75 $150.
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.
22        (11) Filing an annual report of a limited liability
23    company or foreign limited liability company, $37.50 $75,
24    if filed as required by this Act, plus a penalty if
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.
6        (12) Filing an application for reinstatement of a
7    limited liability company or foreign limited liability
8    company, $100 $200.
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.
26    (c) The Secretary of State shall charge and collect all of



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1the following:
2        (1) For furnishing a copy or certified copy of any
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.
6        (2) For the transfer of information by computer process
7    media to any purchaser, fees established by rule.
8(Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18;
9100-571, eff. 12-20-17; revised 9-13-18.)
10    (805 ILCS 180/50-45)
11    Sec. 50-45. Certificate of registration; attorneys at law.
12    (a) A limited liability company that is organized to
13practice law may not engage in the practice of law without a
14certificate of registration from the Supreme Court of Illinois.
15Application for registration shall be made in writing and shall
16contain the name and address of the limited liability company
17and such other information as may be required by the Supreme
18Court. Upon receipt of the application, if the Supreme Court
19finds that the organizers, members, and managers are each
20licensed to practice law, no disciplinary action is pending
21against any of them, and it appears that the limited liability
22company will be conducted in compliance with the law and the
23rules of the Supreme Court, the Supreme Court may issue, upon
24payment of a registration fee of $25 $50, a certificate of



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1    Upon written application of the certificate holder and upon
2completion of a form prescribed by the Supreme Court, the
3Supreme Court may renew the certificate if it finds that the
4limited liability company has complied with the Supreme Court's
5rules and the provisions of this Act. The fee for the renewal
6of a certificate of registration is $20 $40 per year.
7    The applications submitted and fees payable to the Supreme
8Court shall be in addition to the documents, amendments, and
9reports filed with and the fees and penalties charged by the
10Secretary of State.
11    The certificate of registration shall be conspicuously
12posted upon the premises to which it is applicable, and the
13limited liability company may have only those offices that are
14designated by street address in the articles of organization or
15as changed by amendment of those articles. A certificate of
16registration is not assignable.
17    (b) Moneys collected under this Section shall be deposited
18into the Supreme Court Special Purposes Fund.
19    (c) After the effective date of this amendatory Act of the
2098th General Assembly, the amount of any fee collected under
21this Section may be set by Supreme Court rule, except that the
22amount of the fees shall remain as set by statute until the
23Supreme Court adopts rules specifying a higher or lower fee
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
3Operations Fund.
4    (a) A special fund in the State treasury is created and
5shall be known as the Department of Business Services Special
6Operations Fund. Moneys deposited into the Fund shall, subject
7to appropriation, be used by the Department of Business
8Services of the Office of the Secretary of State, hereinafter
9"Department", to create and maintain the capability to perform
10expedited services in response to special requests made by the
11public for same-day or 24-hour service. Moneys deposited into
12the Fund shall be used for, but not limited to, expenditures
13for personal services, retirement, Social Security,
14contractual services, equipment, electronic data processing,
15and telecommunications.
16    (b) The balance in the Fund at the end of any fiscal year
17shall not exceed $600,000, and any amount in excess thereof
18shall be transferred to the General Revenue Fund.
19    (c) All fees payable to the Secretary of State under this
20Section shall be deposited into the Fund. No other fees or
21charges collected under this Act shall be deposited into the
23    (d) "Expedited services" means services rendered within
24the same day, or within 24 hours from the time, the request
25therefor is submitted by the filer, law firm, service company,
26or messenger physically in person or, at the Secretary of



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1State's discretion, by electronic means, to the Department's
2Springfield Office and includes requests for certified copies,
3photocopies, and certificates of good standing made to the
4Department's Springfield Office in person or by telephone, or
5requests for certificates of good standing made in person or by
6telephone to the Department's Chicago Office. A request
7submitted by electronic means may not be considered a request
8for expedited services solely because of its submission by
9electronic means, unless expedited service is requested by the
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;
25revised 9-13-18.)