HB3787 100TH GENERAL ASSEMBLY

LRB100 10128 JLS 20302 b

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.

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 Business Corporation Act of 1983 is amended by changing Section 1.35 as follows:

(805 ILCS 5/1.35) (from Ch. 32, par. 1.35)

Sec. 1.35. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any corporation, domestic or foreign, subject to the provisions of this Act, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable the Secretary to ascertain whether such corporation has complied with all the provisions of this Act applicable to such corporation. Such interrogatories shall be answered within 30 thirty days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. 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. If such interrogatories be directed to an individual they shall be answered by him or her, and if directed to a corporation they shall be answered by the president, vice-president, secretary, or assistant secretary thereof. The Secretary of State need not file any document to which such interrogatories relate until such interrogatories be answered as herein provided, and not then if the answers thereto disclose that such document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this Act.

(Source: P.A. 83-1025.)

Section 10. The General Not For Profit Corporation Act of 1986 is amended by changing Section 101.35 as follows:

(805 ILCS 105/101.35) (from Ch. 32, par. 101.35)

Sec. 101.35. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any corporation, domestic or foreign, subject to the provisions of this Act, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable the Secretary to ascertain whether such corporation has complied with all the provisions of this Act applicable to such corporation. Such interrogatories shall be answered within 30 thirty days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. 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. If such interrogatories be directed to an individual they shall be answered by him or her, and if directed to a corporation they shall be answered by the president, vice-president, secretary, or assistant secretary thereof. The Secretary of State need not file any document to which such interrogatories relate until such interrogatories be answered as herein provided, and not then if the answers thereto disclose that such document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this Act.

(Source: P.A. 84-1423.)

Section 15. The Limited Liability Company Act is amended by changing Section 5-60 as follows:

(805 ILCS 180/5-60)

Sec. 5-60. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any limited liability company or foreign limited liability company subject to the provisions of this Act, and to any manager or, if there are no managers, any member thereof, such interrogatories as may be reasonably necessary and proper to enable the Secretary of State to ascertain whether the limited liability company has complied with all the provisions of this Act applicable to the limited liability company. The interrogatories shall be answered within 30 days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. 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. If the interrogatories are directed to an individual, they shall be answered by him or her, and if directed to a limited liability company, they shall be answered by the managers thereof or, if there are no managers, the members. The Secretary of State need not file any document to which the interrogatories relate until the interrogatories are answered as herein provided, and not then if the answers thereto disclose that the document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto that disclose a violation of any of the provisions of this Act.

(Source: P.A. 87-1062.)

Section 20. The Uniform Partnership Act (1997) is amended by adding Sections 110 and 111 as follows:

(805 ILCS 206/110 new)

Sec. 110. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any partnership or limited liability partnership, domestic or foreign, subject to the provisions of this Act, and to any partner or limited liability partner thereof, such interrogatories as may be reasonably necessary and proper to enable the Secretary to ascertain whether the partnership or limited liability partnership has complied with all the provisions of this Act applicable to the partnership or limited liability partnership. The interrogatories shall be answered within 30 days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. 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. If the interrogatories are directed to an individual, they shall be answered by him or her, and if directed to a partnership or limited liability partnership, they shall be answered by the partners or limited liability partners thereof. The Secretary of State need not file any document to which the interrogatories relate until the interrogatories are answered as herein provided, and not then if the answers thereto disclose that the document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto that disclose a violation of any of the provisions of this Act.

(805 ILCS 206/111 new)

Sec. 111. Information disclosed by interrogatories. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose any facts or information obtained therefrom except in so far as official duty may require the same to be made public or in the event the interrogatories or the answers thereto are required for evidence in any criminal proceeding or in any other action by the State.

Section 25. The Uniform Limited Partnership Act (2001) is amended by adding Sections 120 and 121 as follows:

(805 ILCS 215/120 new)

Sec. 120. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any limited partnership or limited liability limited partnership, domestic or foreign, subject to the provisions of this Act, and to any general partner or limited partner thereof, such interrogatories as may be reasonably necessary and proper to enable the Secretary to ascertain whether the limited partnership or limited liability limited partnership has complied with all the provisions of this Act applicable to the limited partnership or limited liability limited partnership. The interrogatories shall be answered within 30 days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. 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. If the interrogatories are directed to an individual, they shall be answered by him or her, and if directed to a limited partnership or limited liability limited partnership, they shall be answered by the general partner or limited partner thereof. The Secretary of State need not file any document to which the interrogatories relate until the interrogatories are answered as herein provided, and not then if the answers thereto disclose that the document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto that disclose a violation of any of the provisions of this Act.

(805 ILCS 215/121 new)

Sec. 121. Information disclosed by interrogatories. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose any facts or information obtained therefrom except in so far as official duty may require the same to be made public or in the event the interrogatories or the answers thereto are required for evidence in any criminal proceeding or in any other action by the State.

Section 99. Effective date. This Act takes effect July 1, 2017.