Illinois General Assembly - Illinois Compiled Statutes

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805 ILCS 180/45-45

(805 ILCS 180/45-45)

Sec. 45-45.

Transaction of business without
admission.

(a) A foreign limited liability company transacting
business in this State may not maintain a civil action in any
court of this State until the limited liability company is
admitted to transact business in this State.

(b) The failure of a foreign limited liability company
to be admitted to transact business in this State does not
impair the validity of any contract or act of the foreign
limited liability company or prevent the foreign limited
liability company from defending any civil action in any
court of this State.

(c) A foreign limited liability company, by transacting
business in this State without being admitted to do so,
appoints the Secretary of State as its agent upon whom any
notice, process, or demand may be served.

(d) A foreign limited liability company that transacts
business in this State without being admitted to do so shall
be liable to the State for the years or parts thereof during
which it transacted business in this State without being
admitted in an amount equal to all fees that would have been
imposed by this Article upon that limited liability company
had it been duly admitted, filed all reports required by this
Article, and paid all penalties imposed by this Article.  If
a limited liability company fails to be admitted to do
business in this State within 60 days after it commences
transacting business in Illinois, it is liable for a penalty
of $2,000 plus $100 for each month or fraction
thereof in
which it has continued to transact business in this State
without being admitted to do so.  The Attorney General shall
bring proceedings to recover all amounts due this State under
this Article.

(e) A member of a foreign limited liability company is
not liable for the debts and obligations of the limited
liability company solely by reason of the company's having
transacted business in this State without being admitted to
do so.

(Source: P.A. 93-32, eff. 12-1-03.)