Illinois General Assembly - Full Text of HB2992
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Full Text of HB2992  101st General Assembly

HB2992enr 101ST GENERAL ASSEMBLY

  
  
  

 


 
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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 15.85 as follows:
 
6    (805 ILCS 5/15.85)  (from Ch. 32, par. 15.85)
7    Sec. 15.85. Effect of nonpayment of fees or taxes.
8    (a) The Secretary of State shall not file any articles,
9statements, certificates, reports, applications, notices, or
10other papers relating to any corporation, domestic or foreign,
11organized under or subject to the provisions of this Act until
12all fees, franchise taxes, and charges provided to be paid in
13connection therewith shall have been paid to him or her, or
14while the corporation is in default in the payment of any fees,
15franchise taxes, charges, penalties, or interest herein
16provided to be paid by or assessed against it, or when the
17Illinois Department of Revenue has given notice that the
18corporation is in default in the filing of a return or the
19payment of any final assessment of tax, penalty or interest as
20required by any tax Act administered by the Department.
21    (b) The Secretary of State shall not file, with respect to
22any domestic or foreign corporation, any document required or
23permitted to be filed by this Act, which has an effective date

 

 

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1other than the date of filing until there has been paid by such
2corporation to the Secretary of State all fees, taxes and
3charges due and payable on or before said effective date.
4    (c) No corporation required to pay a franchise tax, license
5fee, penalty, or interest under this Act shall maintain any
6civil action until all such franchise taxes, license fees,
7penalties, and interest have been paid in full.
8    (d) The Secretary of State shall, from information received
9from the Illinois Commerce Commission, compile and keep a list
10of all domestic and foreign corporations which are regulated
11pursuant to the provisions of the Public Utilities Act, or the
12Collateral Recovery Act, or the Personal Property Storage Act,
13or Chapter 18a, 18c, or 18d and Chapter 18 of the Illinois
14Vehicle Code and which hold, as a prerequisite for doing
15business in this State, any franchise, license, permit, or
16right to engage in any business regulated by such Acts.
17    (e) Each month the Secretary of State shall, by written
18notice, advise the Chief Clerk of the Illinois Commerce
19Commission of: (i) any domestic corporation on the list
20maintained under subsection (d) that has been dissolved within
21the month; and (ii) any foreign corporation on the list
22maintained under subsection (d) whose authority to do business
23in Illinois has been revoked within the month. Within 10 days
24after any such corporation fails to pay a franchise tax,
25license fee, penalty, or interest required under this Act, the
26Secretary shall, by written notice, so advise the Secretary of

 

 

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1the Illinois Commerce Commission.
2    (f) The Secretary of State and the Illinois Commerce
3Commission may provide each other the information required
4under this Section in an electronic format, including, without
5limitation by means of such agreed access, those records of the
6Secretary of State that will provide the Illinois Commerce
7Commission the information it requires under the statutes it
8administers. The provision of information under this Section
9shall begin as soon as is practicable, but in no event later
10than October 1, 2020.
11(Source: P.A. 100-863, eff. 8-14-18.)
 
12    Section 10. The General Not For Profit Corporation Act of
131986 is amended by changing Section 115.85 as follows:
 
14    (805 ILCS 105/115.85)  (from Ch. 32, par. 115.85)
15    Sec. 115.85. Effect of nonpayment of fees or taxes. (a) The
16Secretary of State shall not file any articles, statements,
17certificates, reports, applications, notices, or other papers
18relating to any corporation, domestic or foreign, organized
19under or subject to the provisions of this Act until all fees
20and charges provided to be paid in connection therewith shall
21have been paid to him or her, or while the corporation is in
22default in the payment of any fees, charges or penalties herein
23provided to be paid by or assessed against it, or when the
24Illinois Department of Revenue has given notice that the

 

 

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1corporation is in default in the filing of a return or the
2payment of any final assessment of tax, penalty or interest as
3required by any tax Act administered by the Department.
4    (b) The Secretary of State shall not file, with respect to
5any domestic or foreign corporation, any document required or
6permitted to be filed by this Act, which has an effective date
7other than the date of filing until there has been paid by such
8corporation to the Secretary of State all fees and charges due
9and payable on or before said effective date.
10    (c) No corporation required to pay a penalty under this Act
11shall maintain any civil action until all such penalties have
12been paid in full.
13    (d) The Secretary of State shall, from information received
14from the Illinois Commerce Commission, compile and keep a list
15of all domestic and foreign corporations that are regulated
16pursuant to the provisions of the Public Utilities Act, or the
17Collateral Recovery Act, or the Personal Property Storage Act,
18or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and
19which hold, as a prerequisite for doing business in this State,
20any franchise, license, permit, or right to engage in any
21business regulated by such Acts.
22    (e) Each month the Secretary of State shall, by written
23notice, advise the Chief Clerk of the Illinois Commerce
24Commission of: (i) any domestic corporation on the list
25maintained under subsection (d) that has been dissolved within
26the month; and (ii) any foreign corporation on the list

 

 

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1maintained under subsection (d) whose authority to do business
2in Illinois has been revoked within the month.
3    (f) The Secretary of State and the Illinois Commerce
4Commission may provide each other the information required
5under this Section in an electronic format, including, without
6limitation by means of such agreed access, those records of the
7Secretary of State that will provide the Illinois Commerce
8Commission the information it requires under the statutes it
9administers. The provision of information under this Section
10shall begin as soon as is practicable, but in no event later
11than October 1, 2020.
12(Source: P.A. 86-381.)
 
13    Section 15. The Limited Liability Company Act is amended by
14changing Sections 35-30 and 45-36 as follows:
 
15    (805 ILCS 180/35-30)
16    Sec. 35-30. Procedure for administrative dissolution.
17    (a) After the Secretary of State determines that one or
18more grounds exist under Section 35-25 for the administrative
19dissolution of a limited liability company, the Secretary of
20State shall send a notice of delinquency by regular mail to
21each delinquent limited liability company at its registered
22office or, if the limited liability company has failed to
23maintain a registered office, then to the last known address
24shown on the records of the Secretary of State for the

 

 

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1principal place of business of the limited liability company.
2    (b) If the limited liability company does not correct the
3default described in paragraphs (1) or (2) of Section 35-25
4within 120 days following the date of the notice of
5delinquency, the Secretary of State shall thereupon dissolve
6the limited liability company by issuing a certificate of
7dissolution that recites the grounds for dissolution and its
8effective date. If the limited liability company does not
9correct the default described in paragraphs (2.5), (3), (4), or
10(5) of Section 35-25 within 60 days following the notice, the
11Secretary of State shall dissolve the limited liability company
12by issuing a certificate of dissolution that recites the
13grounds for dissolution and its effective date. The Secretary
14of State shall file the original of the certificate in his or
15her office and mail one copy to the limited liability company
16at its registered office or, if the limited liability company
17has failed to maintain a registered office, then to the last
18known address shown on the records of the Secretary of State
19for the principal place of business of the limited liability
20company.
21    (c) Upon the administrative dissolution of a limited
22liability company, a dissolved limited liability company shall
23continue for only the purpose of winding up its business. A
24dissolved limited liability company may take all action
25authorized under Section 1-30 or otherwise necessary or
26appropriate to wind up its business and affairs and terminate.

 

 

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1    (d) The Secretary of State shall, from information received
2from the Illinois Commerce Commission, compile and keep a list
3of all domestic limited liability companies that are regulated
4pursuant to the provisions of the Public Utilities Act, or the
5Collateral Recovery Act, or the Personal Property Storage Act,
6or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and
7which hold, as a prerequisite for doing business in this State,
8any franchise, license, permit, or right to engage in any
9business regulated by such Acts.
10    (e) Each month the Secretary of State shall, by written
11notice, advise the Chief Clerk of the Illinois Commerce
12Commission of any domestic limited liability company on the
13list maintained under subsection (d) that has been dissolved
14within the month.
15    (f) The Secretary of State and the Illinois Commerce
16Commission may provide each other the information required
17under this Section in an electronic format, including, without
18limitation by means of such agreed access, those records of the
19Secretary of State that will provide the Illinois Commerce
20Commission the information it requires under the statutes it
21administers. The provision of information under this Section
22shall begin as soon as is practicable, but in no event later
23than October 1, 2020.
24(Source: P.A. 98-171, eff. 8-5-13; 98-776, eff. 1-1-15.)
 
25    (805 ILCS 180/45-36)

 

 

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1    Sec. 45-36. Procedure for revocation of admission.
2    (a) After the Secretary of State determines that one or
3more grounds exist under Section 45-35 for the revocation of
4admission of a foreign limited liability company, the Secretary
5of State shall send a notice of delinquency by regular mail to
6each delinquent limited liability company at its registered
7office or, if the limited liability company has failed to
8maintain a registered office, then to the last known address
9shown on the records of the Secretary of State for the
10principal place of business.
11    (b) If the limited liability company does not correct the
12default described in item (A) or (D) of paragraph (1) of
13subsection (a) of Section 45-35 within 120 days following the
14date of the notice of delinquency, the Secretary of State shall
15revoke the admission of the limited liability company by
16issuing a certificate of revocation that recites the grounds
17for revocation and its effective date. If the limited liability
18company does not correct the default described in item (B) or
19(E) of paragraph (1) or paragraph (2), (2.5), (3), or (4) of
20subsection (a) of Section 45-35 within 60 days following the
21notice, the Secretary of State shall revoke the admission of
22the limited liability company by issuing a certificate of
23revocation that recites the grounds for revocation and its
24effective date. The Secretary of State shall file the original
25of the certificate in his or her office and mail one copy to
26the limited liability company at its registered office or, if

 

 

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1the limited liability company has failed to maintain a
2registered office, then to the last known address shown on the
3records of the Secretary of State for the principal place of
4business.
5    (c) Upon the issuance of a certificate of revocation, the
6admission of the limited liability company to transact business
7in this State shall cease and the revoked company shall not
8thereafter carry on any business in this State.
9    (d) The Secretary of State shall, from information received
10from the Illinois Commerce Commission, compile and keep a list
11of all foreign limited liability companies that are regulated
12pursuant to the provisions of the Public Utilities Act, or the
13Collateral Recovery Act, or the Personal Property Storage Act,
14or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and
15which hold, as a prerequisite for doing business in this State,
16any franchise, license, permit, or right to engage in any
17business regulated by such Acts.
18    (e) Each month the Secretary of State shall, by written
19notice, advise the Chief Clerk of the Illinois Commerce
20Commission of any foreign limited liability company on the list
21maintained under subsection (d) whose admission to do business
22in Illinois has been revoked within the month.
23    (f) The Secretary of State and the Illinois Commerce
24Commission may provide each other the information required
25under this Section in an electronic format, including, without
26limitation by means of such agreed access, those records of the

 

 

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1Secretary of State that will provide the Illinois Commerce
2Commission the information it requires under the statutes it
3administers. The provision of information under this Section
4shall begin as soon as is practicable, but in no event later
5than October 1, 2020.
6(Source: P.A. 98-171, eff. 8-5-13.)
 
7    Section 20. The Uniform Partnership Act (1997) is amended
8by changing Section 1003 as follows:
 
9    (805 ILCS 206/1003)
10    Sec. 1003. Renewal statements.
11    (a) A limited liability partnership, and a foreign limited
12liability partnership authorized to transact business in this
13State, shall file a renewal statement in the Office of the
14Secretary of State which contains:
15        (1) the name of the partnership;
16        (2) the street address of the partnership's chief
17    executive office;
18        (3) the name and street address of the partnership's
19    agent for service of process;
20        (4) the number of partners in the limited liability
21    partnership;
22        (5) a brief statement of the business in which the
23    partnership engages; and
24        (6) if the partnership is a foreign limited liability

 

 

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1    partnership, a current certificate of status in good
2    standing as a registered limited liability partnership
3    under the laws of that state or jurisdiction.
4    (b) Qualification as a limited liability partnership,
5whether pursuant to an original statement or a renewal
6statement, is renewed if, during the 60 day period preceding
7the date the initial statement or renewal statement otherwise
8would have expired, the partnership files with the Secretary of
9State a renewal statement. A renewal statement expires one year
10after the date an original statement would have expired if the
11last renewal of the statement had not occurred. Proof of the
12satisfaction of the Secretary of State that, prior to the
13expiration date, the renewal statement together with all fees
14prescribed by this Act was deposited in the United States mail
15in a sealed envelope, properly addressed, with postage prepaid,
16shall be deemed a compliance with this requirement. If the
17Secretary of State finds that the report conforms to the
18requirements of this Act, he or she shall file it. If the
19Secretary of State finds that it does not conform, he or she
20shall promptly return it to the limited liability partnership
21for any necessary corrections, in which event expiration will
22not occur if the statement is corrected to conform to the
23requirements of this Act and returned to the Secretary of State
24within 30 days of the date the report was returned for
25corrections.
26    (c) The Secretary of State shall renew the registration of

 

 

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1any limited liability partnership of any partnership that
2timely submits a renewal statement with the required fee.
3    (d) The Secretary of State shall, from information received
4from the Illinois Commerce Commission, compile and keep a list
5of all domestic and foreign limited liability partnerships that
6are regulated pursuant to the provisions of the Public
7Utilities Act, or the Collateral Recovery Act, or the Personal
8Property Storage Act, or Chapter 18a, 18c, or 18d of the
9Illinois Vehicle Code and which hold, as a prerequisite for
10doing business in this State, any franchise, license, permit or
11right to engage in any business regulated by such Acts.
12    (e) Each month the Secretary of State shall, by written
13notice, advise the Chief Clerk of the Illinois Commerce
14Commission of any limited liability partnership on the list
15maintained under subsection (d) whose status as a limited
16liability partnership has expired within the month.
17    (f) The Secretary of State and the Illinois Commerce
18Commission may provide each other the information required
19under this Section in an electronic format, including, without
20limitation by means of such agreed access, those records of the
21Secretary of State that will provide the Illinois Commerce
22Commission the information it requires under the statutes it
23administers. The provision of information under this Section
24shall begin as soon as is practicable, but in no event later
25than October 1, 2020.
26(Source: P.A. 95-368, eff. 8-23-07.)
 

 

 

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1    Section 25. The Uniform Limited Partnership Act (2001) is
2amended by changing Sections 809 and 906 as follows:
 
3    (805 ILCS 215/809)
4    Sec. 809. Administrative dissolution.
5    (a) The Secretary of State may dissolve a limited
6partnership administratively if the limited partnership does
7not, within 60 days after the due date:
8        (1) pay any fee, tax, or penalty due to the Secretary
9    of State under this Act or other law;
10        (2) file its annual report with the Secretary of State;
11    or
12        (3) appoint and maintain an agent for service of
13    process in Illinois after a registered agent's notice of
14    resignation under Section 116.
15    (b) If the Secretary of State determines that a ground
16exists for administratively dissolving a limited partnership,
17the Secretary of State shall file a record of the determination
18and send a copy of the filed record to the limited
19partnership's agent for service of process in this State, or if
20the limited partnership does not appoint and maintain a proper
21agent, to the limited partnership's designated office.
22    (c) If within 60 days after service of the copy of the
23record of determination the limited partnership does not
24correct each ground for dissolution or demonstrate to the

 

 

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1reasonable satisfaction of the Secretary of State that each
2ground determined by the Secretary of State does not exist, the
3Secretary of State shall administratively dissolve the limited
4partnership by preparing, signing, and filing a declaration of
5dissolution that states the grounds for dissolution. The
6Secretary of State shall send a copy to the limited
7partnership's agent for service of process in this State, or if
8the limited partnership does not appoint and maintain a proper
9agent, to the limited partnership's designated office.
10    (d) A limited partnership administratively dissolved
11continues its existence but may carry on only activities
12necessary or appropriate to wind up its activities under
13Sections 803 and 812 and to notify claimants under Sections 806
14and 807.
15    (e) The administrative dissolution of a limited
16partnership does not terminate the authority of its agent for
17service of process.
18    (f) The Secretary of State shall, from information received
19from the Illinois Commerce Commission, compile and keep a list
20of all domestic limited partnerships that are regulated
21pursuant to the provisions of the Public Utilities Act, or the
22Collateral Recovery Act, or the Personal Property Storage Act,
23or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and
24which hold, as a prerequisite for doing business in this State,
25any franchise, license, permit, or right to engage in any
26business regulated by such Acts.

 

 

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1    (g) Each month the Secretary of State shall, by written
2notice, advise the Chief Clerk of the Illinois Commerce
3Commission of any domestic limited partnership on the list
4maintained under subsection (f) that has been dissolved within
5the month.
6    (h) The Secretary of State and the Illinois Commerce
7Commission may provide each other the information required
8under this Section in an electronic format, including, without
9limitation by means of such agreed access, those records of the
10Secretary of State that will provide the Illinois Commerce
11Commission the information it requires under the statutes it
12administers. The provision of information under this Section
13shall begin as soon as is practicable, but in no event later
14than October 1, 2020.
15(Source: P.A. 97-839, eff. 7-20-12; 98-776, eff. 1-1-15.)
 
16    (805 ILCS 215/906)
17    Sec. 906. Revocation of certificate of authority.
18    (a) A certificate of authority of a foreign limited
19partnership to transact business in this State may be revoked
20by the Secretary of State in the manner provided in subsections
21(b) and (c) if the foreign limited partnership does not:
22        (1) pay, within 60 days after the due date, any fee,
23    tax or penalty due to the Secretary of State under this Act
24    or other law;
25        (2) file, within 60 days after the due date, its annual

 

 

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1    report required under Section 210;
2        (3) appoint and maintain an agent for service of
3    process in Illinois within 60 days after a registered
4    agent's notice of resignation under Section 116; or
5        (4) renew its alternate assumed name or apply to change
6    its alternate assumed name under this Act when the limited
7    partnership may only transact business within this State
8    under its alternate assumed name.
9    (b) If the Secretary of State determines that a ground
10exists for revoking the certificate of authority of a foreign
11limited partnership, the Secretary of State shall file a record
12of the determination and send a copy of the filed record to the
13foreign limited partnership's agent for service of process in
14this State, or if the foreign limited partnership does not
15appoint and maintain a proper agent, to the foreign limited
16partnership's designated office.
17    (c) If within 60 days after service of the copy of the
18record of determination the foreign limited partnership does
19not correct each ground for revocation or demonstrate to the
20reasonable satisfaction of the Secretary of State that each
21ground determined by the Secretary of State does not exist, the
22Secretary of State shall revoke the certificate of authority of
23the foreign limited partnership by preparing, signing, and
24filing a declaration of revocation that states the grounds for
25the revocation. The Secretary of State shall send a copy of the
26filed declaration to the foreign limited partnership's agent

 

 

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1for service of process in this State, or if the foreign limited
2partnership does not appoint and maintain a proper agent, to
3the foreign limited partnership's designated office.
4    (d) The authority of a foreign limited partnership to
5transact business in this State ceases on the date of
6revocation.
7    (e) The Secretary of State shall, from information received
8from the Illinois Commerce Commission, compile and keep a list
9of all foreign limited partnerships that are regulated pursuant
10to the provisions of the Public Utilities Act, or the
11Collateral Recovery Act, or the Personal Property Storage Act,
12or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and
13which hold, as a prerequisite for doing business in this State,
14any franchise, license, permit, or right to engage in any
15business regulated by such Acts.
16    (f) Each month the Secretary of State shall, by written
17notice, advise the Chief Clerk of the Illinois Commerce
18Commission of any foreign limited partnership on the list
19maintained under subsection (e) whose authority to do business
20in Illinois has been revoked within the month.
21    (g) The Secretary of State and the Illinois Commerce
22Commission may provide each other the information required
23under this Section in an electronic format, including, without
24limitation by means of such agreed access, those records of the
25Secretary of State that will provide the Illinois Commerce
26Commission the information it requires under the statutes it

 

 

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1administers. The provision of information under this Section
2shall begin as soon as is practicable, but in no event later
3than October 1, 2020.
4(Source: P.A. 97-839, eff. 7-20-12.)

 

 

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1 INDEX
2 Statutes amended in order of appearance
3    805 ILCS 5/15.85from Ch. 32, par. 15.85
4    805 ILCS 105/115.85from Ch. 32, par. 115.85
5    805 ILCS 180/35-30
6    805 ILCS 180/45-36
7    805 ILCS 206/1003
8    805 ILCS 215/809
9    805 ILCS 215/906