|
|
Public Act 095-0515
|
| SB1576 Enrolled |
LRB095 03927 LCT 23960 b |
|
|
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 Sections 13.50, 13.55, and 13.70 as follows:
|
(805 ILCS 5/13.50) (from Ch. 32, par. 13.50)
|
Sec. 13.50. Grounds for revocation of authority. The |
authority of a foreign corporation to transact
business in this |
State may be revoked by the Secretary of State:
|
(a) Upon the failure of an officer or director to whom
|
interrogatories have been propounded by the Secretary of State |
as
provided in this Act, to answer the same fully and to file |
such answer
in the office of the Secretary of State.
|
(b) If the answer to such interrogatories discloses, or if |
the fact
is otherwise ascertained, that the proportion of the |
sum of the paid-in
capital of such corporation represented in |
this
State is greater than the amount on which such corporation |
has
theretofore paid fees and franchise taxes, and the |
deficiency therein is
not paid.
|
(c) If the corporation for a period of one year has |
transacted no
business and has had no tangible property in this |
State as revealed by
its annual reports.
|
(d) Upon the failure of the corporation to keep on
file in |
|
the office of the Secretary of State duly authenticated copies
|
of each amendment to its articles of incorporation.
|
(e) Upon the failure of the corporation to appoint
and |
maintain a registered agent in this State.
|
(f) Upon the failure of the corporation to file for
record |
in the office of the recorder of the county in which its
|
registered office is situated,
any appointment of registered |
agent.
|
(g) Upon the failure of the corporation to file any report
|
after the period prescribed by this Act for the filing of
such |
report.
|
(h) Upon the failure of the corporation to pay any
fees, |
franchise taxes, or charges prescribed by this Act.
|
(i) For misrepresentation of any material matter in any |
application,
report, affidavit, or other document filed by such |
corporation pursuant
to this Act.
|
(j) Upon the failure of the corporation to renew its |
assumed name or to
apply to change its assumed name pursuant to |
the provisions of this Act,
when the corporation can only |
transact business within this State under
its assumed name in |
accordance with the provisions of Section 4.05 of this Act.
|
(k) When under the provisions of the "Consumer Fraud and |
Deceptive Business
Practices Act" a court has found that the |
corporation substantially and
willfully violated such Act.
|
(l) Upon tender of payment to the Secretary of State which |
is subsequently
returned due to insufficient funds, a closed |
|
account, or any other reason, and
acceptable
payment has not |
been subsequently tendered.
|
(m) When the Secretary of State receives a copy of a |
memorandum of judgment relating to a judgment entered for money |
owed to a unit of local government or school district, together |
with a statement filed by its attorney that the judgment has |
not been satisfied and that no appeal has been filed.
|
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
|
(805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
|
Sec. 13.55. Procedure for revocation of authority.
|
(a) After the Secretary of State determines that one or |
more grounds exist
under Section 13.50 for the revocation of |
authority of
a foreign corporation, he or she shall send by |
regular mail to each delinquent
corporation a Notice of |
Delinquency to its registered office, or, if the
corporation |
has failed to maintain a registered office, then to the |
president
or other principal officer at the last known office |
of said officer.
|
(b) If the corporation does not correct the default
|
described in paragraphs (c) through (k), and paragraph (m), of |
Section 13.50 within 90 days
following
such notice, the |
Secretary of State shall thereupon revoke the authority of the
|
corporation by issuing a certificate of revocation that
recites |
the grounds for revocation and its effective date.
If the |
corporation does not correct the default described in paragraph |
|
(a),
(b), or (l) of
Section 13.50, within 30 days following |
such notice, the Secretary of State
shall
thereupon revoke the |
authority of the corporation by issuing a certificate of
|
revocation as
herein prescribed.
The Secretary
of State shall |
file the original of the certificate in his or her office,
mail |
one copy to the corporation at its registered office
or, if the |
corporation has failed to maintain a registered office, then to
|
the president or
other principal officer at the last known |
office of said officer,
and file one copy
for record in the |
office of the recorder of the county in which
the registered |
office of the corporation in this State is situated,
to be |
recorded by such recorder. The recorder shall submit for |
payment to
the Secretary of State, on a quarterly basis, the |
amount of filing fees
incurred.
|
(c) Upon the issuance of the certificate of revocation, the |
authority
of the corporation to transact business in this State |
shall cease and such
revoked corporation shall not thereafter |
carry on any business in this State.
|
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
|
(805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
|
Sec. 13.70. Transacting business without authority.
|
(a) No foreign corporation transacting business in this |
State without
authority to do so is permitted to maintain a |
civil
action in any
court of this State, until the corporation |
obtains that
authority. Nor shall a civil action be maintained |
|
in any court of this
State by any successor or assignee of the |
corporation on any right, claim
or demand arising out of the |
transaction of business by the corporation in
this State, until |
authority to transact business in this
State is obtained by the
|
corporation or by a corporation that has acquired all or |
substantially all
of its assets.
|
(b) The failure of a foreign corporation to obtain
|
authority to transact business in this State does not impair |
the validity
of any contract or act of the corporation, and |
does not prevent the
corporation from defending any action in |
any court of this State.
|
(c) A foreign corporation that transacts business in this |
State without authority is liable to this State, for the years |
or parts
thereof during which it transacted business in this |
State without authority, in an amount equal to all fees, |
franchise taxes,
penalties and other charges that would have |
been imposed by this Act upon
the corporation had it duly |
applied for and received
authority to transact business in this |
State as required by this Act, but
failed to pay the franchise |
taxes that would have been computed thereon,
and thereafter |
filed all reports required by this Act; and, if a
corporation |
fails to file an application for
authority within 60 days
after |
it commences business in this State, in addition
thereto it is |
liable for a penalty of either 10% of the filing fee,
license |
fee and franchise taxes or $200 plus $5.00 for each month or
|
fraction thereof in which it has continued to transact business |
|
in this
State without authority therefor, whichever penalty is
|
greater. The Attorney General shall bring proceedings to |
recover all
amounts due this State under this Section.
|
(d) The Attorney General shall bring an action to restrain |
a foreign corporation from transacting business in this State, |
if the authority of the foreign corporation to transact |
business has been revoked under subsection (m) of Section 13.50 |
of this Act.
|
(Source: P.A. 92-33, eff. 7-1-01.)
|
Section 10. The Limited Liability Company Act is amended by |
changing Sections 45-35 and 45-50 as follows:
|
(805 ILCS 180/45-35)
|
Sec. 45-35. Revocation of admission.
|
(a) The admission of a foreign limited liability
company to |
transact business in this State may be revoked by
the Secretary |
of State upon the occurrence of any of the
following events:
|
(1) The foreign limited company has failed to:
|
(A) file its limited liability company annual
|
report within the time required by Section 50-1 or
has |
failed to pay any fees or penalties prescribed
by this |
Article;
|
(B) appoint and maintain a registered agent
in |
Illinois within 60 days after a registered agent's
|
notice of resignation under Section 1-35;
|
|
(C) file a report upon any change in the name
or |
business address of the registered agent;
|
(D) file in the Office of the Secretary of
State |
any amendment to its application for
admission as |
specified in Section 45-25; or
|
(E) renew its assumed name, or to apply to change |
its assumed name
under this Act, when the limited |
liability company may
only
transact business within |
this State under its assumed name.
|
(2) A misrepresentation has been made of any
material |
matter in any application, report, affidavit,
or other |
document submitted by the foreign limited
liability |
company under this Article.
|
(3) Receipt by the Secretary of State of a certified |
copy of a memorandum of judgment relating to a judgment |
entered for money owed to a unit of local government or |
school district, together with a statement filed by its |
attorney that the judgment has not been satisfied and that |
no appeal has been filed.
|
(b) The admission of a foreign limited liability
company |
shall not be revoked by the Secretary of State unless
all of |
the following occur:
|
(1) The Secretary of State has given the foreign
|
limited liability company not less than 60 days' notice
|
thereof by mail addressed to its registered office in
this |
State or, if the foreign limited liability company
fails to |
|
appoint and maintain a registered agent in this
State, |
addressed to the office required to be maintained
under |
paragraph (5) of subsection (a) of Section 45-5.
|
(2) During that 60 day period, the foreign limited
|
liability company has failed to file the limited
liability |
company report, to pay fees or penalties, to
file a report |
of change regarding the registered agent,
to file any |
amendment, or to correct any
misrepresentation.
|
(c) Upon the expiration of 120 days after the mailing of
|
the notice, the admission of the foreign limited liability
|
company to transact business in this State shall cease.
|
(Source: P.A. 93-59, eff. 7-1-03.)
|
(805 ILCS 180/45-50)
|
Sec. 45-50. Action to restrain from transaction of
|
business. |
(a) The Attorney General may bring an action to
restrain a |
foreign limited liability company from transacting
business in |
this State in violation of this Article. |
(b) If the authority of a foreign limited liability company |
to do business in Illinois ceases because of failure to pay a |
judgment reported to the Secretary of State under subdivision |
(a)(3) of Section 45-35, then the Attorney General shall bring |
an action to restrain a foreign limited liability company from |
transacting business in this State.
|
(Source: P.A. 87-1062.)
|