State of Illinois
2021 and 2022


Introduced 1/14/2021, by Rep. Joyce Mason


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

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

LRB102 04090 KTG 14106 b






HB0047LRB102 04090 KTG 14106 b

1    AN ACT concerning business.
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
4    Section 5. The Limited Liability Company Act is amended by
5changing Sections 1-20, 45-20, 50-10, 50-45, and 50-50 as
7    (805 ILCS 180/1-20)
8    Sec. 1-20. Assumed name.
9    (a) A limited liability company or a foreign limited
10liability company admitted to transact business or making
11application for admission to transact business in Illinois may
12elect to adopt an assumed name that complies with the
13requirements of Section 1-10 of this Act except (a)(1).
14    (a-5) As used in this Act, "assumed name" means any name
15other than the true limited liability company name, except
16that the following do not constitute the use of an assumed name
17under this Act:
18        (1) A limited liability company's identification of
19    its business with a trademark or service mark of which the
20    company is the owner or licensed user.
21        (2) The use of a name of a division, not containing the
22    word "limited", "liability", or "company" or an
23    abbreviation of one of those words, provided that the



HB0047- 2 -LRB102 04090 KTG 14106 b

1    limited liability company also clearly discloses its true
2    name.
3    (b) Before transacting any business in Illinois under an
4assumed limited liability company name or names, the limited
5liability company shall, for each assumed name, execute and
6file in duplicate an application setting forth all of the
8        (1) The true limited liability company name.
9        (2) The state or country under the laws of which it is
10    organized.
11        (3) That it intends to transact business under an
12    assumed limited liability company name.
13        (4) The assumed name that it proposes to use.
14    (c) The right to use an assumed name shall be effective
15from the date of filing by the Secretary of State until the
16first day of the anniversary month of the limited liability
17company that falls within the next calendar year evenly
18divisible by 5. However, if an application is filed within the
192 months immediately preceding the anniversary month of a
20limited liability company that falls within a calendar year
21evenly divisible by 5, the right to use the assumed name shall
22be effective until the first day of the anniversary month of
23the limited liability company that falls within the next
24succeeding calendar year evenly divisible by 5.
25    (d) A limited liability company shall renew the right to
26use its assumed name or names, if any, within the 60 days



HB0047- 3 -LRB102 04090 KTG 14106 b

1preceding the expiration of the right, for a period of 5 years,
2by making an election to do so at the time of filing its annual
3report form and by paying the renewal fee as prescribed by this
5    (e) A limited liability company or foreign limited
6liability company may change or cancel any or all of its
7assumed names by executing and filing an application setting
8forth all of the following:
9        (1) The true limited liability company name.
10        (2) The state or country under the laws of which it is
11    organized.
12        (3) That it intends to cease transacting business
13    under an assumed name by changing or cancelling it.
14        (4) The assumed name to be changed or cancelled.
15        (5) If the assumed name is to be changed, the assumed
16    name that the limited liability company proposes to use.
17    (f) Upon the filing of an application to change an assumed
18name, the limited liability company shall have the right to
19use the assumed name for the balance of the period authorized.
20    (g) The right to use an assumed name shall be cancelled by
21the Secretary of State if any of the following occurs:
22        (1) The limited liability company fails to renew an
23    assumed name.
24        (2) The limited liability company has filed an
25    application to change or cancel the assumed name.
26        (3) A limited liability company has been dissolved.



HB0047- 4 -LRB102 04090 KTG 14106 b

1        (4) A foreign limited liability company has had its
2    admission to do business in Illinois revoked.
3    (h) Any limited liability company or foreign limited
4liability company failing to pay the prescribed fee for
5assumed name renewal when due and payable shall be given
6notice of nonpayment by the Secretary of State by regular
7mail. If the fee, together with a late fee of $50 $100, is not
8paid within 60 days after the notice is mailed, the right to
9use the assumed name shall cease. Any limited liability
10company or foreign limited liability company that (i) puts
11forth any sign or advertisement assuming any name other than
12that under which it is organized or otherwise authorized by
13law to act or (ii) violates Section 1-27 is guilty of a petty
14offense and shall be fined not less than $501 and not more than
15$1,000. A limited liability company or foreign limited
16liability company shall be deemed guilty of an additional
17offense for each day it shall continue to so offend. Each
18limited liability company or foreign limited liability company
19that fails or refuses (1) to answer truthfully and fully
20within the time prescribed by this Act interrogatories
21propounded by the Secretary of State in accordance with this
22Act or (2) to perform any other act required by this Act to be
23performed by the limited liability company or foreign limited
24liability company is guilty of a petty offense and shall be
25fined not less than $501 and not more than $1,000.
26    (i) A foreign limited liability company may not use an



HB0047- 5 -LRB102 04090 KTG 14106 b

1assumed or fictitious name in the conduct of its business to
2intentionally misrepresent the geographic origin or location
3of the company.
4(Source: P.A. 93-59, eff. 7-1-03.)
5    (805 ILCS 180/45-20)
6    Sec. 45-20. Registration; registered name of foreign
7limited liability company.
8    (a) Any foreign limited liability company not transacting
9business in this State and not authorized to transact business
10in this State may register its name, provided its name is
11available for use as determined by the Secretary of State in
12accordance with the provisions of this Act that specify name
13availability for limited liability companies organized in
14Illinois. Registration shall be made by doing the following:
15        (1) executing and filing in accordance with the forms
16    and regulations that the Secretary of State may specify:
17            (A) an application for registration, stating the
18        name of the limited liability company, the State or
19        place under the laws of which it is organized, the date
20        of its organization, a brief statement of the business
21        in which it is engaged or plans to engage, the
22        post-office address of the limited liability company
23        to which the Secretary of State may mail notices as
24        required or permitted by this Act, and that it desires
25        to register its name under this Section; and



HB0047- 6 -LRB102 04090 KTG 14106 b

1            (B) a certificate setting forth that the limited
2        liability company is in good standing under the laws
3        of the State or place wherein it is organized executed
4        by the Secretary of State of that state or by some
5        other public official that may have custody of the
6        records pertaining to limited liability companies; and
7        (2) paying to the Secretary of State a fee of $300.
8    (b) Registration shall be effective from the date of
9filing by the Secretary of State until the first day of the
10twelfth month following that date.
11    (c) Registration may be renewed from year to year by
12filing an application for renewal setting forth the facts
13required in an original application for registration and
14accompanied by a certificate of good standing as required for
15the original registration and by paying the fee of $50 $100
16within 60 days immediately preceding the first day of the
17twelfth month following the date of filing the original
18registration or previous renewal. Renewal shall extend the
19registration for 12 months, to expire on the first day of the
20month in which the original registration was filed the next
22    (d) Any foreign limited liability company that has in
23effect a registration of its name may cancel that registration
24at any time by filing an application for cancellation in the
25same manner and setting forth the same facts required to be set
26forth in an original registration and paying the fee



HB0047- 7 -LRB102 04090 KTG 14106 b

1prescribed by this Act.
2    (e) The Secretary of State may cancel any registration if,
3after a hearing, he or she finds that the application therefor
4or any renewal thereof was made contrary to this Act.
5(Source: P.A. 87-1062.)
6    (805 ILCS 180/50-10)
7    Sec. 50-10. Fees.
8    (a) The Secretary of State shall charge and collect in
9accordance with the provisions of this Act and rules
10promulgated under its authority all of the following:
11        (1) Fees for filing documents.
12        (2) Miscellaneous charges.
13        (3) Fees for the sale of lists of filings and for
14    copies of any documents.
15    (b) The Secretary of State shall charge and collect for
16all of the following:
17        (1) Filing articles of organization (domestic),
18    application for admission (foreign), and restated articles
19    of organization (domestic), $75 $150. Notwithstanding the
20    foregoing, the fee for filing articles of organization
21    (domestic), application for admission (foreign), and
22    restated articles of organization (domestic) in connection
23    with a limited liability company with a series or the
24    ability to establish a series pursuant to Section 37-40 of
25    this Act is $200 $400.



HB0047- 8 -LRB102 04090 KTG 14106 b

1        (2) Filing amendments (domestic or foreign), $25 $50.
2        (3) Filing a statement of termination or application
3    for withdrawal, $2.50 $5.
4        (4) Filing an application to reserve a name, $12.50
5    $25.
6        (5) Filing a notice of cancellation of a reserved
7    name, $2.50 $5.
8        (6) Filing a notice of a transfer of a reserved name,
9    $12.50 $25.
10        (7) Registration of a name, $25 $50.
11        (8) Renewal of registration of a name, $25 $50.
12        (9) Filing an application for use of an assumed name
13    under Section 1-20 of this Act, $75 $150 for each year or
14    part thereof ending in 0 or 5, $60 $120 for each year or
15    part thereof ending in 1 or 6, $45 $90 for each year or
16    part thereof ending in 2 or 7, $30 $60 for each year or
17    part thereof ending in 3 or 8, $15 $30 for each year or
18    part thereof ending in 4 or 9, and a renewal for each
19    assumed name, $75 $150.
20        (9.5) Filing an application for change of an assumed
21    name, $12.50 $25.
22        (10) Filing an application for cancellation of an
23    assumed name, $2.50 $5.
24        (11) Filing an annual report of a limited liability
25    company or foreign limited liability company, $37.50 $75,
26    if filed as required by this Act, plus a penalty if



HB0047- 9 -LRB102 04090 KTG 14106 b

1    delinquent. Notwithstanding the foregoing, the fee for
2    filing an annual report of a limited liability company or
3    foreign limited liability company is $37.50 $75 plus $25
4    $50 for each series for which a certificate of designation
5    has been filed pursuant to Section 37-40 of this Act and is
6    in effect on the last day of the third month preceding the
7    company's anniversary month, plus a penalty if delinquent.
8        (12) Filing an application for reinstatement of a
9    limited liability company or foreign limited liability
10    company, $100 $200.
11        (13) Filing articles of merger, $50 $100 plus $25 $50
12    for each party to the merger in excess of the first 2
13    parties.
14        (14) (Blank).
15        (15) Filing a statement of change of address of
16    registered office or change of registered agent, or both,
17    or filing a statement of correction, $12.50 $25.
18        (16) Filing a petition for refund, $2.50 $5.
19        (17) Filing a certificate of designation of a limited
20    liability company with a series pursuant to Section 37-40
21    of this Act, $25 $50.
22        (18) (Blank).
23        (19) Filing, amending, or cancelling a statement of
24    authority, $25 $50.
25        (20) Filing, amending, or cancelling a statement of
26    denial, $5 $10.



HB0047- 10 -LRB102 04090 KTG 14106 b

1        (21) Filing any other document, $2.50 $5.
2    (c) The Secretary of State shall charge and collect all of
3the following:
4        (1) For furnishing a copy or certified copy of any
5    document, instrument, or paper relating to a limited
6    liability company or foreign limited liability company, or
7    for a certificate, $12.50 $25.
8        (2) For the transfer of information by computer
9    process media to any purchaser, fees established by rule.
10(Source: P.A. 100-561, eff. 7-1-18; 100-571, eff. 12-20-17;
11101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)
12    (805 ILCS 180/50-45)
13    Sec. 50-45. Certificate of registration; attorneys at law.
14    (a) A limited liability company that is organized to
15practice law may not engage in the practice of law without a
16certificate of registration from the Supreme Court of
17Illinois. Application for registration shall be made in
18writing and shall contain the name and address of the limited
19liability company and such other information as may be
20required by the Supreme Court. Upon receipt of the
21application, if the Supreme Court finds that the organizers,
22members, and managers are each licensed to practice law, no
23disciplinary action is pending against any of them, and it
24appears that the limited liability company will be conducted
25in compliance with the law and the rules of the Supreme Court,



HB0047- 11 -LRB102 04090 KTG 14106 b

1the Supreme Court may issue, upon payment of a registration
2fee of $25 $50, a certificate of registration.
3    Upon written application of the certificate holder and
4upon completion of a form prescribed by the Supreme Court, the
5Supreme Court may renew the certificate if it finds that the
6limited liability company has complied with the Supreme
7Court's rules and the provisions of this Act. The fee for the
8renewal of a certificate of registration is $20 $40 per year.
9    The applications submitted and fees payable to the Supreme
10Court shall be in addition to the documents, amendments, and
11reports filed with and the fees and penalties charged by the
12Secretary of State.
13    The certificate of registration shall be conspicuously
14posted upon the premises to which it is applicable, and the
15limited liability company may have only those offices that are
16designated by street address in the articles of organization
17or as changed by amendment of those articles. A certificate of
18registration is not assignable.
19    (b) Moneys collected under this Section shall be deposited
20into the Supreme Court Special Purposes Fund.
21    (c) After the effective date of this amendatory Act of the
2298th General Assembly, the amount of any fee collected under
23this Section may be set by Supreme Court rule, except that the
24amount of the fees shall remain as set by statute until the
25Supreme Court adopts rules specifying a higher or lower fee



HB0047- 12 -LRB102 04090 KTG 14106 b

1(Source: P.A. 98-324, eff. 10-1-13.)
2    (805 ILCS 180/50-50)
3    Sec. 50-50. Department of Business Services Special
4Operations Fund.
5    (a) A special fund in the State treasury is created and
6shall be known as the Department of Business Services Special
7Operations Fund. Moneys deposited into the Fund shall, subject
8to appropriation, be used by the Department of Business
9Services of the Office of the Secretary of State, hereinafter
10"Department", to create and maintain the capability to perform
11expedited services in response to special requests made by the
12public for same-day or 24-hour service. Moneys deposited into
13the Fund shall be used for, but not limited to, expenditures
14for personal services, retirement, Social Security,
15contractual services, equipment, electronic data processing,
16and telecommunications.
17    (b) The balance in the Fund at the end of any fiscal year
18shall not exceed $600,000, and any amount in excess thereof
19shall be transferred to the General Revenue Fund.
20    (c) All fees payable to the Secretary of State under this
21Section shall be deposited into the Fund. No other fees or
22charges collected under this Act shall be deposited into the
24    (d) "Expedited services" means services rendered within
25the same day, or within 24 hours from the time, the request



HB0047- 13 -LRB102 04090 KTG 14106 b

1therefor is submitted by the filer, law firm, service company,
2or messenger physically in person or, at the Secretary of
3State's discretion, by electronic means, to the Department's
4Springfield Office and includes, but is not limited to,
5requests for certified copies, photocopies, and computer
6abstracts made in person to the Department's Springfield
7Office or to the Department's Chicago Office. A request
8submitted by electronic means may not be considered a request
9for expedited services solely because of its submission by
10electronic means, unless expedited service is requested by the
12    (e) Fees for expedited services shall be as follows:
13        Restated articles of organization, $100 $200;
14        Merger, $100 $200;
15        Articles of organization, $50 $100;
16        Articles of amendment, $50 $100;
17        Reinstatement, $50 $100;
18        Application for admission to transact business, $50
19    $100;
20        Computer abstract, $10 $20;
21        All other filings, copies of documents and copies of
22    documents of dissolved or revoked limited liability
23    companies, $25 $50.
24    (f) The Secretary may not provide expedited services for
25the online electronic filing of annual reports or requests for
26certificates of good standing.



HB0047- 14 -LRB102 04090 KTG 14106 b

1(Source: P.A. 100-186, eff. 7-1-18; 100-561, eff. 7-1-18;
2101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)