Full Text of SB1098 98th General Assembly
SB1098ham001 98TH GENERAL ASSEMBLY | Rep. Barbara Flynn Currie Filed: 5/27/2014
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| 1 | | AMENDMENT TO SENATE BILL 1098
| 2 | | AMENDMENT NO. ______. Amend Senate Bill 1098 on page 1 by | 3 | | replacing line 5 with the following:
| 4 | | "by changing Sections 8.65, 12.40, 12.45, and 12.80 as follows:
| 5 | | (805 ILCS 5/8.65) (from Ch. 32, par. 8.65)
| 6 | | Sec. 8.65. Liability of directors in certain cases. | 7 | | (a) In addition
to any other liabilities imposed by law | 8 | | upon directors of a corporation,
they are liable as follows:
| 9 | | (1) The directors of a corporation who vote for or | 10 | | assent to any distribution
prohibited by Section 9.10 of | 11 | | this Act shall be jointly and severally liable
to the | 12 | | corporation for the amount of such distribution.
| 13 | | (2) If a dissolved corporation shall proceed to bar any | 14 | | known claims
against it under Section 12.75, the directors | 15 | | of such corporation
who fail to take reasonable steps
to | 16 | | cause the notice required by Section 12.75 of this Act to |
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| 1 | | be given to
any known creditor of such corporation shall be | 2 | | jointly and severally liable
to such creditor for all loss | 3 | | and damage occasioned thereby.
| 4 | | (3) Unless dissolution is subsequently revoked | 5 | | pursuant to Section 12.25 of this Act, the The directors of | 6 | | a corporation that carries on its business after the
filing | 7 | | by the Secretary of State of
articles of dissolution with | 8 | | respect to a voluntary dissolution authorized as provided | 9 | | by this Act , otherwise than so far as may be necessary or | 10 | | appropriate to wind up and liquidate its business and | 11 | | affairs for the
winding up thereof , shall be jointly and | 12 | | severally liable to the creditors
of such corporation for | 13 | | all debts and liabilities of the corporation
incurred in so | 14 | | carrying on its business. Directors of a corporation that | 15 | | carries on its business during a period of administrative | 16 | | dissolution shall not be liable under this paragraph (a)(3) | 17 | | if the Secretary of State subsequently files an application | 18 | | for reinstatement under subsection (c) of Section 12.45, | 19 | | which reinstatement shall have the effect described in | 20 | | subsection (d) of Section 12.45.
| 21 | | (b) A director of a corporation who is present at a meeting | 22 | | of its board of
directors at which action on any corporate | 23 | | matter is taken is conclusively
presumed to have assented to | 24 | | the action taken unless his or her dissent
is entered in the | 25 | | minutes of the meeting or unless he or she files his or
her | 26 | | written dissent to such action with the person acting as the |
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| 1 | | secretary
of the meeting before the adjournment thereof or | 2 | | forwards such dissent by
registered or certified mail to the
| 3 | | secretary of the corporation immediately after the adjournment | 4 | | of the
meeting. Such right to dissent does not apply to a | 5 | | director who voted in
favor of such action.
| 6 | | (c) A director shall not be liable for a
distribution of | 7 | | assets to the shareholders of a corporation in excess of
the | 8 | | amount authorized by Section 9.10 of this Act if he or she | 9 | | relied and
acted in good faith
upon a balance sheet and profit | 10 | | and loss statement of the corporation
represented to him or her | 11 | | to be correct by the president or the officer of such
| 12 | | corporation having charge of its books of account, or certified | 13 | | by an
independent public or certified public accountant or firm | 14 | | of such
accountants to fairly reflect the financial condition | 15 | | of such corporation,
nor shall he or she be so liable if in | 16 | | good faith in determining the amount
available for any such | 17 | | dividend or distribution he or she considered the
assets to be | 18 | | of their book value.
| 19 | | (d) Any director against whom a claim is asserted under | 20 | | this
Section and who is held liable thereon, is
entitled to | 21 | | contribution from the other directors who are likewise liable
| 22 | | thereon.
| 23 | | Any director against whom a claim is asserted
for the | 24 | | improper
distribution of assets of a corporation and who is | 25 | | held
liable thereon, is entitled to contribution from the | 26 | | shareholders who
knowingly accepted or received any such |
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| 1 | | distribution in proportion
to the amounts received by them | 2 | | respectively.
| 3 | | (Source: P.A. 84-924.)
| 4 | | (805 ILCS 5/12.40) (from Ch. 32, par. 12.40)
| 5 | | Sec. 12.40. Procedure for administrative dissolution.
| 6 | | (a) After the
Secretary of State determines that one or | 7 | | more grounds exist under Section
12.35 for the administrative | 8 | | dissolution of a corporation, he or she shall
send by regular | 9 | | mail to each delinquent corporation a Notice of Delinquency
to | 10 | | its registered office, or, if the corporation has failed to | 11 | | maintain
a registered office, then to the president or other | 12 | | principal officer at
the last known office of said officer.
| 13 | | (b) If the corporation does not correct the default
| 14 | | described in paragraphs (a) through (e) of Section 12.35
within | 15 | | 90 days following
such notice, the Secretary of State shall | 16 | | thereupon dissolve the corporation
by issuing a certificate of | 17 | | dissolution that recites the ground or grounds
for dissolution | 18 | | and its effective date.
If the corporation does not correct the | 19 | | default described in paragraphs (f)
through (h) of
Section | 20 | | 12.35, within 30 days following such notice, the Secretary of | 21 | | State
shall
thereupon dissolve the corporation by issuing a | 22 | | certificate of dissolution as
herein
prescribed.
The Secretary | 23 | | of State shall file
the original of the certificate in his or | 24 | | her office and mail one copy to the
corporation at its | 25 | | registered office or,
if the corporation has failed to maintain |
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| 1 | | a registered office, then to
the president or
other principal | 2 | | officer at the last known office of said officer.
| 3 | | (c) The administrative dissolution of a corporation | 4 | | terminates its corporate
existence and such a dissolved | 5 | | corporation shall not thereafter carry on
any business, | 6 | | provided however, that such a dissolved corporation may take
| 7 | | all action authorized under Section 12.75 or as otherwise | 8 | | necessary or appropriate to wind up and liquidate
its business | 9 | | and affairs under Section 12.30.
| 10 | | (Source: P.A. 96-1121, eff. 1-1-11.)
| 11 | | (805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
| 12 | | Sec. 12.45. Reinstatement following administrative | 13 | | dissolution.
| 14 | | (a) A domestic corporation administratively dissolved | 15 | | under Section 12.40
may
be reinstated by the Secretary of State | 16 | | following the
date of issuance of the certificate of | 17 | | dissolution upon:
| 18 | | (1) The filing of an application for reinstatement.
| 19 | | (2) The filing with the Secretary of State by the | 20 | | corporation of all
reports then due and theretofore | 21 | | becoming due.
| 22 | | (3) The payment to the Secretary of State by the | 23 | | corporation of all fees,
franchise taxes, and penalties | 24 | | then due and theretofore becoming due.
| 25 | | (b) The application for reinstatement shall be executed and |
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| 1 | | filed in
duplicate in accordance with Section 1.10 of this Act | 2 | | and shall set forth:
| 3 | | (1) The name of the corporation at the time of the | 4 | | issuance of the
certificate of dissolution.
| 5 | | (2) If such name is not available for use as determined | 6 | | by the Secretary
of State at the time of filing the | 7 | | application for reinstatement, the name
of the corporation | 8 | | as changed, provided however, and any change of name
is | 9 | | properly effected pursuant to Section 10.05 and Section | 10 | | 10.30 of this Act.
| 11 | | (3) The date of the issuance of the certificate of | 12 | | dissolution.
| 13 | | (4) The address, including street and number, or rural | 14 | | route number
of the registered office of the corporation | 15 | | upon reinstatement thereof, and
the name of its registered | 16 | | agent at such address upon the reinstatement of
the | 17 | | corporation, provided however, that any change from either | 18 | | the
registered office or the registered agent at the time | 19 | | of dissolution is
properly reported pursuant to Section | 20 | | 5.10 of this Act.
| 21 | | (c) When a dissolved corporation has complied with the | 22 | | provisions of this Section
the Secretary of State shall file | 23 | | the application for reinstatement.
| 24 | | (d) Upon the filing of the application for reinstatement, | 25 | | the corporate
existence for all purposes shall be deemed to | 26 | | have continued without interruption from the
date of the |
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| 1 | | issuance of the certificate of dissolution, and the corporation
| 2 | | shall stand revived with such powers, duties and obligations as | 3 | | if it had
not been dissolved; and all acts and proceedings of | 4 | | its officers, directors
and shareholders, directors, officers, | 5 | | employees, and agents, acting or purporting to act in that | 6 | | capacity as such , and which would have
been legal and valid but | 7 | | for such dissolution, shall stand ratified and
confirmed.
| 8 | | (e) Without limiting the generality of subsection (d), upon | 9 | | the filing of the application for reinstatement, no | 10 | | shareholder, director, or officer shall be personally liable, | 11 | | under Section 8.65 of this Act or otherwise, for the debts and | 12 | | liabilities of the corporation incurred during the period of | 13 | | administrative dissolution by reason of the fact that the | 14 | | corporation was administratively dissolved at the time the | 15 | | debts or liabilities were incurred. | 16 | | (Source: P.A. 96-328, eff. 8-11-09.)"; and
| 17 | | on page 2 by inserting immediately below line 1 the following: | 18 | | "Section 10. The General Not For Profit Corporation Act of | 19 | | 1986 is amended by changing Sections 108.65, 112.40, and 112.45 | 20 | | as follows:
| 21 | | (805 ILCS 105/108.65) (from Ch. 32, par. 108.65)
| 22 | | Sec. 108.65. Liability of directors in certain cases. | 23 | | (a) In addition to any other liabilities imposed by law
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| 1 | | upon directors of a corporation, they are liable as follows:
| 2 | | (1) The directors of a corporation who vote for or
| 3 | | assent to any distribution not authorized by Section 109.10
| 4 | | or Article 12 of this Act shall be jointly and severally
| 5 | | liable to the corporation for the amount of such
| 6 | | distribution.
| 7 | | (2) If a dissolved corporation shall proceed to bar
any | 8 | | known claims against it under Section 112.75 of this
Act, | 9 | | the directors of such corporation who fail to take
| 10 | | reasonable steps to cause the notice required by Section
| 11 | | 112.75 of this Act to be given to any known creditor of | 12 | | such
corporation shall be jointly and severally liable to | 13 | | such
creditor for all loss and damage occasioned thereby.
| 14 | | (3) Unless dissolution is subsequently revoked | 15 | | pursuant to Section 112.25 of this Act, the The directors | 16 | | of a corporation that conducts its
affairs after the filing | 17 | | by the Secretary of State of
articles of dissolution with | 18 | | respect to a voluntary dissolution authorized as provided | 19 | | by this Act , otherwise than so far as may be
necessary or | 20 | | appropriate to wind up and liquidate its affairs for the | 21 | | winding up thereof , shall be jointly and
severally liable | 22 | | to the creditors of such corporation for
all debts and | 23 | | liabilities of the corporation incurred in so
conducting | 24 | | its affairs. Directors of a corporation that conducts its | 25 | | affairs during a period of administrative dissolution | 26 | | shall not be liable under this paragraph (a)(3) if the |
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| 1 | | Secretary of State subsequently files an application for | 2 | | reinstatement under subsection (c) of Section 112.45, | 3 | | which reinstatement shall have the effect described in | 4 | | subsection (d) of Section 112.45.
| 5 | | (b) A director of a corporation who is present at a meeting
| 6 | | of its board of directors at which action on any corporate
| 7 | | matter is taken is conclusively presumed to have assented to
| 8 | | the action taken unless his or her dissent or abstention is
| 9 | | entered in the minutes of the meeting or unless he or she
files | 10 | | his or her written dissent or abstention to such
action with | 11 | | the person acting as the secretary of the
meeting before the | 12 | | adjournment thereof or forwards such
dissent or abstention by | 13 | | registered or certified mail to the
secretary of the | 14 | | corporation immediately after the
adjournment of the meeting. | 15 | | Such right to dissent or
abstain does not apply to a director | 16 | | who voted in favor of
such action.
| 17 | | (c) A director shall not be liable for a distribution of
| 18 | | assets to any person in excess of the amount authorized by
| 19 | | Section 109.10 or Article 12 of this Act if he or she relied
| 20 | | and acted in good faith upon a balance sheet and profit and
| 21 | | loss statement of the corporation represented to him or her
to | 22 | | be correct by the president or the officer of such
corporation | 23 | | having charge of its books of account, or
certified by an | 24 | | independent public or certified public
accountant or firm of | 25 | | such accountants to fairly reflect the
financial condition of | 26 | | such corporation, nor shall he or she
be so liable if in good |
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| 1 | | faith in determining the amount
available for any such | 2 | | distribution he or she considered the
assets to be of their | 3 | | book value.
| 4 | | (d) Any director against whom a claim is asserted under
| 5 | | this Section and who is held liable thereon, is entitled to
| 6 | | contribution from the other directors who are likewise
liable | 7 | | thereon. Any director against whom a claim is
asserted for the | 8 | | improper distribution of assets of a
corporation, and who is | 9 | | held liable thereon, is entitled to
contribution from the | 10 | | persons who knowingly accepted or
received any such | 11 | | distribution in proportion to the amounts
received by them | 12 | | respectively.
| 13 | | (Source: P.A. 84-1423.)
| 14 | | (805 ILCS 105/112.40) (from Ch. 32, par. 112.40)
| 15 | | Sec. 112.40. Procedure for administrative dissolution.
| 16 | | (a) After the Secretary of State determines that one or
| 17 | | more grounds exist under Section 112.35 of this Act for the
| 18 | | administrative dissolution of a corporation, he or she shall
| 19 | | send by regular mail to each delinquent corporation a Notice
of | 20 | | Delinquency to its registered office, or, if the
corporation | 21 | | has failed to maintain a registered office, then
to the | 22 | | president or other principal officer at the last
known office | 23 | | of said officer.
| 24 | | (b) If the corporation does not correct the default within
| 25 | | 90 days following such notice, the Secretary of State shall
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| 1 | | thereupon dissolve the corporation by issuing a certificate
of | 2 | | dissolution that recites the ground or grounds for
dissolution | 3 | | and its effective date. The Secretary of State
shall file the | 4 | | original of the certificate in his or her
office and mail one | 5 | | copy to the corporation at its
registered
office
or, if the | 6 | | corporation has failed to maintain a registered office, then to
| 7 | | the president or
other principal officer at the last known | 8 | | office of said officer.
| 9 | | (c) The administrative dissolution of a corporation
| 10 | | terminates its corporate existence and such a dissolved
| 11 | | corporation shall not thereafter carry on any affairs,
provided | 12 | | however, that such a dissolved corporation may take
all action | 13 | | authorized under Section 112.75 of this Act or as otherwise
| 14 | | necessary or appropriate to wind up and liquidate its affairs | 15 | | under Section
112.30 of this Act.
| 16 | | (Source: P.A. 96-1121, eff. 1-1-11.)
| 17 | | (805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
| 18 | | Sec. 112.45. Reinstatement following administrative
| 19 | | dissolution. | 20 | | (a) A domestic corporation administratively
dissolved | 21 | | under Section 112.40 of this Act may be reinstated
by the | 22 | | Secretary of State following the
date of issuance of the | 23 | | certificate of dissolution upon:
| 24 | | (1) The filing of an application for reinstatement;
| 25 | | (2) The filing with the Secretary of State by the
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| 1 | | corporation of all reports then due and theretofore | 2 | | becoming
due;
| 3 | | (3) The payment to the Secretary of State by the
| 4 | | corporation of all fees and penalties then due and
| 5 | | theretofore becoming due.
| 6 | | (b) The application for reinstatement shall be executed and
| 7 | | filed in duplicate in accordance with Section 101.10 of this
| 8 | | Act and shall set forth:
| 9 | | (1) The name of the corporation at the time of the
| 10 | | issuance of the certificate of dissolution;
| 11 | | (2) If such name is not available for use as
determined | 12 | | by the Secretary of State at the time of filing
the | 13 | | application for reinstatement, the name of the
corporation | 14 | | as changed; provided, however, that any change
of name is | 15 | | properly effected pursuant to Section 110.05 and
Section | 16 | | 110.30 of this Act;
| 17 | | (3) The date of the issuance of the certificate of
| 18 | | dissolution;
| 19 | | (4) The address, including street and number, or rural | 20 | | route number, of
the registered office of the corporation | 21 | | upon reinstatement thereof, and
the name of its registered | 22 | | agent at such address upon the reinstatement of
the | 23 | | corporation, provided however, that any change from either | 24 | | the
registered office or the registered agent at the time | 25 | | of dissolution is
properly reported pursuant to Section | 26 | | 105.10 of this Act.
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| 1 | | (c) When a dissolved corporation has complied with the
| 2 | | provisions of this Section, the Secretary of State shall
file | 3 | | the application for reinstatement.
| 4 | | (d) Upon the filing of the application for reinstatement,
| 5 | | the corporate existence for all purposes shall be deemed to | 6 | | have continued
without interruption from the date of the | 7 | | issuance of the
certificate of dissolution, and the corporation | 8 | | shall stand
revived with such powers, duties and obligations as | 9 | | if it
had not been dissolved; and all acts and proceedings of | 10 | | its shareholders, members, officers, employees, and agents
| 11 | | officers, directors and members , acting or purporting to act in | 12 | | that capacity
as such , and which would have been legal and | 13 | | valid but for such
dissolution, shall stand ratified and | 14 | | confirmed.
| 15 | | (e) Without limiting the generality of subsection (d), upon | 16 | | filing of the application for reinstatement, no shareholder, | 17 | | director, or officer shall be personally liable, under Section | 18 | | 108.65 of this Act or otherwise, for the debts and liabilities | 19 | | of the corporation incurred during the period of administrative | 20 | | dissolution by reason of the fact that the corporation was | 21 | | administratively dissolved at the time the debts or liabilities | 22 | | were incurred. | 23 | | (Source: P.A. 94-605, eff. 1-1-06.)
| 24 | | Section 15. The Limited Liability Company Act is amended by | 25 | | changing Sections 35-30 and 35-40 as follows:
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| 1 | | (805 ILCS 180/35-30)
| 2 | | Sec. 35-30. Procedure for administrative dissolution.
| 3 | | (a) After the Secretary of State determines that one or | 4 | | more grounds exist
under Section 35-25 for the administrative | 5 | | dissolution of a limited liability
company, the Secretary of | 6 | | State shall send a notice of delinquency by regular
mail to | 7 | | each delinquent limited liability company at its registered | 8 | | office or,
if the limited liability company has failed to | 9 | | maintain a registered office,
then to the last known address | 10 | | shown on the records of the Secretary of State
for the | 11 | | principal place of business of the limited liability company.
| 12 | | (b) If the limited liability company does not correct
the | 13 | | default described in paragraphs (1) or (2) of Section 35-25 | 14 | | within 120 days following the date of the notice
of | 15 | | delinquency, the Secretary of State shall thereupon
dissolve | 16 | | the limited liability company by issuing a certificate of | 17 | | dissolution that
recites the grounds for dissolution and its | 18 | | effective date. If the limited liability company does not | 19 | | correct the default described in paragraphs (2.5), (3), (4), or | 20 | | (5) of Section 35-25 within 60 days following the notice, the | 21 | | Secretary of State shall dissolve the limited liability company | 22 | | by issuing a certificate of dissolution that recites the | 23 | | grounds for dissolution and its effective date. The Secretary | 24 | | of
State shall file the original of the certificate in his or | 25 | | her office and mail one
copy to the limited liability company |
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| 1 | | at its registered office or, if the
limited liability company | 2 | | has failed to maintain a registered office, then to
the last | 3 | | known address shown on the records of the Secretary of State | 4 | | for the
principal place of business of the limited liability | 5 | | company.
| 6 | | (c) Upon the administrative dissolution of a limited | 7 | | liability company, a
dissolved limited liability company shall | 8 | | continue for only the purpose of
winding up its business. A | 9 | | dissolved
limited liability company may take all action | 10 | | authorized
under Section 1-30 or otherwise necessary or | 11 | | appropriate to wind up its
business and affairs and terminate.
| 12 | | (Source: P.A. 98-171, eff. 8-5-13.)
| 13 | | (805 ILCS 180/35-40)
| 14 | | Sec. 35-40. Reinstatement following administrative
| 15 | | dissolution. | 16 | | (a) A limited liability company administratively
dissolved | 17 | | under Section 35-25 may be reinstated by the
Secretary of State | 18 | | following the date of
issuance of the notice of dissolution | 19 | | upon:
| 20 | | (1) The filing of an application for
reinstatement.
| 21 | | (2) The filing with the Secretary of State by the
| 22 | | limited liability company of all reports then due and
| 23 | | theretofore becoming due.
| 24 | | (3) The payment to the Secretary of State by the
| 25 | | limited liability company of all fees and penalties then
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| 1 | | due and theretofore becoming due.
| 2 | | (b) The application for reinstatement shall be executed
and | 3 | | filed in duplicate in accordance with Section 5-45 of
this Act | 4 | | and shall set forth all of the following:
| 5 | | (1) The name of the limited liability company at
the | 6 | | time of the issuance of the notice of dissolution.
| 7 | | (2) If the name is not available for use as
determined | 8 | | by the Secretary of State at the time of
filing the | 9 | | application for reinstatement, the name of
the limited | 10 | | liability company as changed, provided
that any change of | 11 | | name is properly effected under
Section 1-10 and Section | 12 | | 5.25 of this Act.
| 13 | | (3) The date of issuance of the notice of
dissolution.
| 14 | | (4) The address, including street and number
or
rural | 15 | | route number of the registered office of the
limited | 16 | | liability company upon reinstatement thereof
and the name | 17 | | of its registered agent at that address
upon the | 18 | | reinstatement of the limited liability
company,
provided | 19 | | that any change from either the
registered office or the | 20 | | registered agent at the
time of
dissolution is properly | 21 | | reported under Section
1-35 of this Act.
| 22 | | (c) When a dissolved limited liability company has
complied | 23 | | with the provisions of the Section, the Secretary of
State | 24 | | shall file the application for
reinstatement.
| 25 | | (d) Upon the filing of the application for
reinstatement, | 26 | | the limited liability company existence shall
be deemed to have |
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| 1 | | continued without interruption from the
date of the issuance of | 2 | | the notice of dissolution, and the
limited liability company | 3 | | shall stand revived with the
powers, duties, and obligations as | 4 | | if it had not been
dissolved; and all acts and proceedings of | 5 | | its members , or
managers, officers, employees, and agents, | 6 | | acting or purporting to act in that capacity, and which that
| 7 | | would have been legal and valid but for the dissolution,
shall | 8 | | stand ratified and confirmed.
| 9 | | (e) Without limiting the generality of subsection (d), upon | 10 | | the filing of the application for reinstatement, no member, | 11 | | manager, or officer shall be personally liable for the debts | 12 | | and liabilities of the limited liability company incurred | 13 | | during the period of administrative dissolution by reason of | 14 | | the fact that the limited liability company was | 15 | | administratively dissolved at the time the debts or liabilities | 16 | | were incurred. | 17 | | (Source: P.A. 94-605, eff. 1-1-06.)
| 18 | | Section 20. The
Uniform Limited Partnership Act (2001) is | 19 | | amended by changing Sections 809 and 810 as follows: | 20 | | (805 ILCS 215/809)
| 21 | | Sec. 809. Administrative dissolution. | 22 | | (a) The Secretary of State may dissolve a limited | 23 | | partnership administratively if the limited partnership does | 24 | | not, within 60 days after the due date: |
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| 1 | | (1) pay any fee, tax, or penalty due to the Secretary | 2 | | of State under this Act or other law; | 3 | | (2) file its annual report with the Secretary of State; | 4 | | or | 5 | | (3) appoint and maintain an agent for service of | 6 | | process in Illinois after a registered agent's notice of | 7 | | resignation under Section 116. | 8 | | (b) If the Secretary of State determines that a ground | 9 | | exists for administratively dissolving a limited partnership, | 10 | | the Secretary of State shall file a record of the determination | 11 | | and send a copy of the filed record to the limited | 12 | | partnership's agent for service of process in this State, or if | 13 | | the limited partnership does not appoint and maintain a proper | 14 | | agent, to the limited partnership's designated office. | 15 | | (c) If within 60 days after service of the copy of the | 16 | | record of determination the limited partnership does not | 17 | | correct each ground for dissolution or demonstrate to the | 18 | | reasonable satisfaction of the Secretary of State that each | 19 | | ground determined by the Secretary of State does not exist, the | 20 | | Secretary of State shall administratively dissolve the limited | 21 | | partnership by preparing, signing, and filing a declaration of | 22 | | dissolution that states the grounds for dissolution. The | 23 | | Secretary of State shall send a copy to the limited | 24 | | partnership's agent for service of process in this State, or if | 25 | | the limited partnership does not appoint and maintain a proper | 26 | | agent, to the limited partnership's designated office. |
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| 1 | | (d) A limited partnership administratively dissolved | 2 | | continues its existence but may carry on only activities | 3 | | necessary or appropriate to wind up its activities and | 4 | | liquidate its assets under Sections 803 and 812 and to notify | 5 | | claimants under Sections 806 and 807. | 6 | | (e) The administrative dissolution of a limited | 7 | | partnership does not terminate the authority of its agent for | 8 | | service of process.
| 9 | | (Source: P.A. 97-839, eff. 7-20-12.) | 10 | | (805 ILCS 215/810)
| 11 | | Sec. 810. Reinstatement following administrative | 12 | | dissolution. | 13 | | (a) A limited partnership that has been administratively | 14 | | dissolved under Section 809 may be reinstated by the Secretary | 15 | | of State following the date of dissolution upon: | 16 | | (1) the filing of an application for reinstatement; | 17 | | (2) the filing with the Secretary of State of all | 18 | | reports then due and becoming due; and | 19 | | (3) the payment to the Secretary of State of all fees | 20 | | and penalties then due and becoming due. | 21 | | (b) The application for reinstatement shall be executed and | 22 | | filed in duplicate in accordance with Section 204 and shall set | 23 | | forth all of the following: | 24 | | (1) the name of the limited partnership at the time of | 25 | | dissolution; |
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| 1 | | (2) the date of dissolution; | 2 | | (3) the agent for service of process and the address of | 3 | | the agent for service of process; provided that any change | 4 | | to either the agent for service of process or the address | 5 | | of the agent for service of process is properly reported | 6 | | under Section 115. | 7 | | (c) When a limited partnership that has been | 8 | | administratively dissolved has complied with the provisions of | 9 | | this Section, the Secretary of State shall file the application | 10 | | for reinstatement. | 11 | | (d) Upon filing of the application for reinstatement , : (i) | 12 | | the limited partnership existence shall be deemed to have | 13 | | continued without interruption from the date of dissolution and | 14 | | shall stand revived with such the powers, duties, and | 15 | | obligations, as if it had not been dissolved . , and (ii) All | 16 | | all acts and proceedings of its partners, officers, employees, | 17 | | and agents, acting or purporting to act in that capacity, and | 18 | | which that would have been legal and valid but for the | 19 | | dissolution shall stand ratified and confirmed.
| 20 | | (e) Without limiting the generality of subsection (d), upon | 21 | | the filing of the application for reinstatement, no limited | 22 | | partner or officer of the partnership shall be personally | 23 | | liable for the debts and liabilities of the limited partnership | 24 | | incurred during the period of administrative dissolution by | 25 | | reason of the fact that the limited partnership was | 26 | | administratively dissolved at the time the debts or liabilities |
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| 1 | | were incurred. | 2 | | (Source: P.A. 97-839, eff. 7-20-12.)".
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