Full Text of SB2807 96th General Assembly
SB2807 96TH GENERAL ASSEMBLY
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96TH GENERAL ASSEMBLY
State of Illinois
2009 and 2010 SB2807
Introduced 1/28/2010, by Sen. William R. Haine SYNOPSIS AS INTRODUCED: |
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805 ILCS 5/5.05 |
from Ch. 32, par. 5.05 |
805 ILCS 5/5.15 |
from Ch. 32, par. 5.15 |
805 ILCS 105/105.05 |
from Ch. 32, par. 105.05 |
805 ILCS 105/105.15 |
from Ch. 32, par. 105.15 |
805 ILCS 180/1-35 |
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805 ILCS 180/1-36 |
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805 ILCS 180/45-30 |
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Amends the Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, and the Limited Liability Company Act. Provides that the registered agent of a business or not-for-profit corporation may be a limited liability company, limited partnership, or limited liability partnership. Provides that the notice of a business or not-for-profit corporation's registered agent must be executed in the manner authorized by the governing statute if the registered agent is a business entity (instead of must be executed by a principal officer if the registered agent is a corporation). Provides that a limited liability company's registered agent may be a person authorized to transact business in this State (instead of a domestic or foreign corporation). Makes other changes. Effective immediately.
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A BILL FOR
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SB2807 |
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LRB096 17670 DRJ 33032 b |
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| AN ACT concerning business.
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| Be it enacted by the People of the State of Illinois,
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| represented in the General Assembly:
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| Section 5. The Business Corporation Act of 1983 is amended | 5 |
| by changing Sections 5.05 and 5.15 as follows:
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| (805 ILCS 5/5.05) (from Ch. 32, par. 5.05)
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| Sec. 5.05. Registered office and registered agent. Each | 8 |
| domestic corporation and each foreign corporation having | 9 |
| authority to
transact business in this State shall have and
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| continuously maintain in this State:
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| (a) A registered office which may be, but need not be, the | 12 |
| same as its
place of business in this State.
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| (b) A registered agent, which agent may be either an | 14 |
| individual, resident
in this State, whose business office is | 15 |
| identical with such registered office,
or a domestic | 16 |
| corporation or a foreign corporation , limited liability | 17 |
| company, limited partnership, or limited liability partnership | 18 |
| authorized to transact
business in this State that is | 19 |
| authorized by its statement of purpose articles of | 20 |
| incorporation
to act as such agent, having a business office | 21 |
| identical with such registered
office.
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| (c) The address, including street and number, or rural | 23 |
| route number,
of the initial registered
office, and the name of |
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SB2807 |
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LRB096 17670 DRJ 33032 b |
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| the initial registered agent of each corporation
organized | 2 |
| under this Act shall be stated in its articles of | 3 |
| incorporation;
and of each foreign corporation shall be stated | 4 |
| in its application for authority to transact business in this | 5 |
| State.
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| (d) In the event of dissolution of a corporation, either
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| voluntary, administrative, or judicial, the registered agent | 8 |
| and the registered
office of the corporation on record with the | 9 |
| Secretary of State on the date
of the issuance of the | 10 |
| certificate or judgment of dissolution shall be an
agent of the | 11 |
| corporation upon whom claims can be served or service of | 12 |
| process
can be had during the five year post-dissolution period | 13 |
| provided in Section
12.80 of this Act, unless such agent | 14 |
| resigns or the corporation properly
reports a change of | 15 |
| registered office or registered agent.
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| (e) In the event of revocation of the authority of
a | 17 |
| foreign corporation to transact business in this State,
the | 18 |
| registered agent and the registered office of the corporation | 19 |
| on record
with the Secretary of State on the date of the | 20 |
| issuance of the certificate
of revocation shall be an agent of | 21 |
| the corporation upon whom claims can
be served or service of | 22 |
| process can be had, unless such agent resigns.
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| (Source: P.A. 92-33, eff. 7-1-01.)
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| (805 ILCS 5/5.15) (from Ch. 32, par. 5.15)
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| Sec. 5.15. Resignation of registered agent. (a) A |
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SB2807 |
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LRB096 17670 DRJ 33032 b |
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| registered agent
may at any time resign by filing in the office | 2 |
| of the Secretary of State
written notice thereof, and by | 3 |
| mailing a copy thereof to the corporation
at its principal | 4 |
| office as such is known to said resigning agent, such notice
to | 5 |
| be mailed at least 10 days prior to the date of filing thereof | 6 |
| with the
Secretary of State.
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| (b) The notice shall set forth:
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| (1) The name of the corporation for which the registered | 9 |
| agent is acting.
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| (2) The name of the registered agent.
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| (3) The address, including street and number, or rural | 12 |
| route number,
of the corporation's
then registered office in | 13 |
| this State.
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| (4) That the registered agent resigns.
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| (5) The effective date thereof which shall not be less than | 16 |
| 30 days after
the date of filing.
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| (6) The address of the principal office of the corporation | 18 |
| as such is
known to the registered agent.
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| (7) A statement that a copy of this notice has been sent to | 20 |
| the principal
office within the time and in the manner | 21 |
| prescribed by this Section.
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| (c) Such notice shall be executed by the registered agent, | 23 |
| if an individual,
or , if a business entity, in the manner | 24 |
| authorized by the governing statute corporation, by a principal | 25 |
| officer .
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| (Source: P.A. 85-1269.)
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SB2807 |
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LRB096 17670 DRJ 33032 b |
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| Section 10. The General Not For Profit Corporation Act of | 2 |
| 1986 is amended by changing Sections 105.05 and 105.15 as | 3 |
| follows:
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| (805 ILCS 105/105.05) (from Ch. 32, par. 105.05)
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| Sec. 105.05. Registered office and registered agent.
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| (a) Each domestic corporation and each foreign corporation
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| having authority to conduct affairs in this State
shall
have
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| and continuously maintain in this State:
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| (1) A registered office which may be, but need not be,
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| the same as its place of business in this State.
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| (2) A registered agent, which agent may be either an
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| individual, resident in this State, whose business office | 13 |
| is
identical with such registered office, or a domestic or | 14 |
| foreign
corporation , limited liability company, limited | 15 |
| partnership, or limited liability partnership for profit | 16 |
| or a foreign corporation for profit
authorized to conduct | 17 |
| business affairs in this State that is
authorized by its | 18 |
| articles of incorporation to act as such
agent, having a | 19 |
| business office identical with such
registered office .
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| (b) The address, including street and number, if any, of
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| the initial registered office, and the name of the initial
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| registered agent of each corporation organized under this
Act | 23 |
| shall be stated in its articles of incorporation; and of
each | 24 |
| foreign corporation shall be stated in its application
for |
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SB2807 |
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LRB096 17670 DRJ 33032 b |
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| authority to conduct affairs in this
State.
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| (c) In the event of dissolution of a corporation, either
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| voluntary, administrative, or judicial, the registered agent
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| and the registered office of the corporation on record with
the | 5 |
| Secretary of State on the date of the issuance of the
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| certificate or judgment of dissolution shall be an agent of
the | 7 |
| corporation upon whom claims can be served or service of
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| process can be had during the two year post-dissolution
period | 9 |
| provided in Section 112.80 of this Act, unless such
agent | 10 |
| resigns or the corporation properly reports a change
of | 11 |
| registered office or registered agent.
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| (d) In the event of revocation of a certificate of
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| authority of a foreign corporation, the registered agent and
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| the registered office of the corporation on record with the
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| Secretary of State on the date of the issuance of the
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| certificate of revocation shall be an agent of the
corporation | 17 |
| upon whom claims can be served or service of
process can be | 18 |
| had, unless such agent resigns.
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| (Source: P.A. 92-33, eff. 7-1-01.)
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| (805 ILCS 105/105.15) (from Ch. 32, par. 105.15)
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| Sec. 105.15. Resignation of registered agent. (a) A
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| registered agent may at any time resign by filing in the
office | 23 |
| of the Secretary of State written notice thereof, and
by | 24 |
| mailing a copy thereof to the corporation at its
principal | 25 |
| office as such is known to said resigning agent,
such notice to |
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SB2807 |
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LRB096 17670 DRJ 33032 b |
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| be mailed at least 10 days prior to the date
of filing thereof | 2 |
| with the Secretary of State.
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| (b) The notice shall set forth:
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| (1) The name of the corporation for which the
registered | 5 |
| agent is acting;
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| (2) The name of the registered agent;
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| (3) The address, including street and number, or rural | 8 |
| route number,
of the corporation's then registered office in | 9 |
| this State;
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| (4) That the registered agent resigns;
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| (5) The effective date thereof which shall not be less
than | 12 |
| 30 days after the date of filing;
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| (6) The address of the principal office of the
corporation | 14 |
| as such is known to the registered agent;
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| (7) A statement that a copy of this notice has been
sent to | 16 |
| the principal office within the time and in the
manner | 17 |
| prescribed by this Section.
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| (c) Such notice shall be executed by the registered agent,
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| if an individual, or , if a business entity, in the manner | 20 |
| authorized by the governing statute corporation, by a principal
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| officer .
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| (Source: P.A. 85-1269.)
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| Section 15. The Limited Liability Company Act is amended by | 24 |
| changing Sections 1-35, 1-36, and 45-30 as follows:
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SB2807 |
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LRB096 17670 DRJ 33032 b |
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| (805 ILCS 180/1-35)
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| Sec. 1-35. Registered office and registered agent.
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| (a) Each limited liability company and foreign limited
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| liability company shall continuously maintain in this State a
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| registered agent and registered office, which agent must be
an | 6 |
| individual resident of this State or other person authorized to | 7 |
| transact business in this State , a domestic corporation,
or a | 8 |
| foreign corporation having a place of business in, and
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| authorized to do business in, this State. If the agent is a
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| corporation, the corporation must be authorized by its
articles | 11 |
| of incorporation to act as an agent .
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| (b) A limited liability company or foreign limited
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| liability company may change its registered agent or the
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| address of its registered office pursuant to Section 1-36 and | 15 |
| the registered agent of a limited liability company or a | 16 |
| foreign limited liability company may change the address of its | 17 |
| registered office pursuant to Section 1-37.
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| (c) The registered agent may at any time resign by
filing | 19 |
| in the Office of the Secretary of State written notice
thereof | 20 |
| and by mailing a copy thereof to the limited
liability company | 21 |
| or foreign limited liability company at its
principal office as | 22 |
| it is known to the resigning registered
agent. The notice must | 23 |
| be mailed at least 10 days before the
date of filing thereof | 24 |
| with the Secretary of State. The
notice shall be executed by | 25 |
| the registered agent, if an individual, or by a
principal | 26 |
| officer, if the registered agent is a corporation. The notice
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SB2807 |
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LRB096 17670 DRJ 33032 b |
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| shall set forth all of the
following:
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| (1) The name of the limited
liability company for which | 3 |
| the registered agent is acting.
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| (2) The name of the registered agent.
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| (3) The address,
including street, number, and city and | 6 |
| county of the limited
liability company's then registered | 7 |
| office in this State.
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| (4) That the registered agent resigns.
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| (5) The effective date of the resignation,
which shall | 10 |
| not be sooner than 30 days after the date
of filing.
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| (6) The address of the principal office of the
limited | 12 |
| liability company as it is known to the registered
agent.
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| (7) A statement that a copy of the notice has been
sent | 14 |
| by registered or certified mail to the principal office
of | 15 |
| the limited liability company within the time and in the | 16 |
| manner
prescribed by this Section.
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| (d) A new registered agent must be placed on record within | 18 |
| 60 days after a
registered agent's notice of resignation under | 19 |
| this Section.
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| (Source: P.A. 94-605, eff. 1-1-06.)
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| (805 ILCS 180/1-36) | 22 |
| Sec. 1-36. Change of registered office or registered agent. | 23 |
| (a) A domestic limited liability company or a foreign | 24 |
| limited liability company may from time to time change the | 25 |
| address of its registered office. A domestic limited liability |
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SB2807 |
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LRB096 17670 DRJ 33032 b |
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| company or a foreign limited liability company shall change its | 2 |
| registered agent if the office of registered agent shall become | 3 |
| vacant for any reason, or if its registered agent becomes | 4 |
| disqualified or incapacitated to act.
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| (b) A domestic limited liability company or a foreign | 6 |
| limited liability company may change the address of its | 7 |
| registered office or change its registered agent, or both, by | 8 |
| executing and filing, in duplicate, in accordance with Section | 9 |
| 5-45 of this Act a statement setting forth:
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| (1) The name of the limited liability company.
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| (2) The address, including street and number, or rural | 12 |
| route number, of its then registered office.
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| (3) If the address of its registered office be changed, | 14 |
| the address, including street and number, or rural route | 15 |
| number, to which the registered office is to be changed.
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| (4) The name of its then registered agent.
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| (5) If its registered agent be changed, the name of its | 18 |
| successor registered agent.
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| (6) That the address of its registered office and the | 20 |
| address of the business office of its registered agent, as | 21 |
| changed, will be identical.
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| (7) That such change was authorized by resolution duly | 23 |
| adopted by the members or managers.
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| (c) The change of address of the registered office, or the | 25 |
| change of registered agent, or both, as the case may be, shall | 26 |
| become effective upon the filing of such statement by the |
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SB2807 |
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LRB096 17670 DRJ 33032 b |
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| Secretary of State.
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| (Source: P.A. 94-605, eff. 1-1-06.)
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| (805 ILCS 180/45-30)
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| Sec. 45-30.
Requirement for registered agent and
certain | 5 |
| reports. A foreign limited liability company
admitted to | 6 |
| transact business in this State shall:
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| (1) appoint and continuously maintain a registered
agent | 8 |
| and registered office in the manner provided in
Section 1-35;
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| (2) file a report upon any change in the name or
business | 10 |
| address of its registered agent or address of the
registered | 11 |
| office in the manner provided in Section 1-36
5-10 ; and
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| (3) file an annual report as required by Section 50-1.
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| (Source: P.A. 87-1062.)
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| Section 99. Effective date. This Act takes effect upon | 15 |
| becoming law.
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