2010 Illinois Code CHAPTER 805 BUSINESS ORGANIZATIONS 805 ILCS 180/ Limited Liability Company Act. Article 50 - Fees And Other Matters
(805 ILCS 180/Art. 50 heading)
Article 50. Fees and Other Matters
(805 ILCS 180/50‑1) Sec. 50‑1. Annual reports. (a) Each limited liability company organized under the laws of this State and each foreign limited liability company admitted to transact business in this State shall file, within the time prescribed by this Act, an annual report setting forth all of the following: (1) The name of the limited liability company. (2) The address, including street and number or
rural route number, of its registered office in this State and the name of its registered agent at that address.
(3) The address, including street and number or
rural route number of its principal place of business.
(4) The names and addresses of its managers or, if
none, the members.
(5) Additional information that may be necessary or
appropriate in order to enable the Secretary of State to administer this Act and to verify the proper amount of fees payable by the limited liability company.
(6) The annual report shall be made on forms
prescribed and furnished by the Secretary of State, and the information therein, required by paragraphs (1) through (4) of subsection (a), both inclusive, shall be given as of the date of execution of the annual report. The annual report shall be executed by a manager or, if none, a member designated by the members pursuant to limited liability company action properly taken under Section 15‑1.
(b) The annual report, together with all fees and charges prescribed by this Act, shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month. Proof to the satisfaction of the Secretary of State that, before the first day of the anniversary month of the limited liability company, the report, together with all fees and charges as prescribed by this Act, was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, shall be deemed a compliance with this requirement. If the Secretary of State finds that the report conforms to the requirements of this Act, he or she shall file it. If the Secretary of State finds that it does not so conform, he or she shall promptly return it to the limited liability company for any necessary corrections, in which event the penalties prescribed for failure to file the report within the time provided shall not apply if the report is corrected to conform to the requirements of this Act and returned to the Secretary of State within 60 days of the original due date of the report. (Source: P.A. 90‑424, eff. 1‑1‑98; 91‑354, eff. 1‑1‑00.)
(805 ILCS 180/50‑5) Sec. 50‑5. List of limited liability companies; exchange of information. (a) The Secretary of State may publish a list or lists of limited liability companies and foreign limited liability companies, as often, in the format, and for the fees as the Secretary of State may in his or her discretion provide by rule. The Secretary of State may disseminate information concerning limited liability companies and foreign limited liability companies by computer network in the format and for the fees as may be determined by rule. (b) Upon written request, any list published under subsection (a) shall be free to each member of the General Assembly, to each State agency or department, and to each recorder in this State. An appropriate fee established by rule to cover the cost of producing the list shall be charged to all others. (c) If a domestic or foreign limited liability company has filed with the Secretary of State an annual report for the preceding year or has been newly formed or is otherwise and in any manner registered with the Secretary of State, the Secretary of State shall exchange with the Department of Healthcare and Family Services any information concerning that limited liability company that may be necessary for the enforcement of child support orders entered pursuant to the Illinois Public Aid Code, the Illinois Marriage and Dissolution of Marriage Act, the Non‑Support of Spouse and Children Act, the Non‑Support Punishment Act, the Revised Uniform Reciprocal Enforcement of Support Act, the Uniform Interstate Family Support Act, or the Illinois Parentage Act of 1984. Notwithstanding any provisions in this Act to the contrary, the Secretary of State shall not be liable to any person for any disclosure of information to the Department of Healthcare and Family Services (formerly Illinois Department of Public Aid) under this subsection or for any other action taken in good faith to comply with the requirements of this subsection. (Source: P.A. 95‑331, eff. 8‑21‑07.)
(805 ILCS 180/50‑10) Sec. 50‑10. Fees. (a) The Secretary of State shall charge and collect in accordance with the provisions of this Act and rules promulgated under its authority all of the following: (1) Fees for filing documents. (2) Miscellaneous charges. (3) Fees for the sale of lists of filings and for
copies of any documents.
(b) The Secretary of State shall charge and collect for all of the following: (1) Filing articles of organization (domestic),
application for admission (foreign), and restated articles of organization (domestic), $500. Notwithstanding the foregoing, the fee for filing articles of organization (domestic), application for admission (foreign), and restated articles of organization (domestic) in connection with a limited liability company with a series pursuant to Section 37‑40 of this Act is $750.
(2) Filing amendments (domestic or foreign), $150. (3) Filing articles of dissolution or application
for withdrawal, $100.
(4) Filing an application to reserve a name, $300. (5) Renewal fee for reserved name, $100. (6) Filing a notice of a transfer of a reserved
name, $100.
(7) Registration of a name, $300. (8) Renewal of registration of a name, $100. (9) Filing an application for use of an assumed name
under Section 1‑20 of this Act, $150 for each year or part thereof ending in 0 or 5, $120 for each year or part thereof ending in 1 or 6, $90 for each year or part thereof ending in 2 or 7, $60 for each year or part thereof ending in 3 or 8, $30 for each year or part thereof ending in 4 or 9, and a renewal for each assumed name, $150.
(10) Filing an application for change of an assumed
name, $100.
(11) Filing an annual report of a limited liability
company or foreign limited liability company, $250, if filed as required by this Act, plus a penalty if delinquent. Notwithstanding the foregoing, the fee for filing an annual report of a limited liability company or foreign limited liability company is $250 plus $50 for each series for which a certificate of designation has been filed pursuant to Section 37‑40 of this Act, plus a penalty if delinquent.
(12) Filing an application for reinstatement of a
limited liability company or foreign limited liability company $500.
(13) Filing Articles of Merger, $100 plus $50 for
each party to the merger in excess of the first 2 parties.
(14) Filing an Agreement of Conversion or Statement
of Conversion, $100.
(15) Filing a statement of change of address of
registered office or change of registered agent, or both, or filing a statement of correction, $25.
(16) Filing a petition for refund, $15. (17) Filing any other document, $100. (18) Filing a certificate of designation of a limited
liability company with a series pursuant to Section 37‑40 of this Act, $50.
(c) The Secretary of State shall charge and collect all of the following: (1) For furnishing a copy or certified copy of any
document, instrument, or paper relating to a limited liability company or foreign limited liability company, or for a certificate, $25.
(2) For the transfer of information by computer
process media to any purchaser, fees established by rule.
(805 ILCS 180/50‑15) Sec. 50‑15. Penalty. (a) The Secretary of State shall declare any limited liability company or foreign limited liability company to be delinquent and not in good standing if any of the following occur: (1) It has failed to file its annual report and pay
the requisite fee as required by this Act before the first day of the anniversary month in the year in which it is due.
(2) It has failed to appoint and maintain a
registered agent in Illinois within 60 days of notification of the Secretary of State by the resigning registered agent.
(3) (Blank). (b) If the limited liability company or foreign limited liability company has not corrected the default within the time periods prescribed by this Act, the Secretary of State shall be empowered to invoke any of the following penalties: (1) For failure or refusal to comply with subsection
(a) of this Section within 60 days after the due date, a penalty of $300 plus $100 for each year or fraction thereof beginning with the second year of delinquency until returned to good standing or until reinstatement is effected.
(2) The Secretary of State shall not file any
additional documents, amendments, reports, or other papers relating to any limited liability company or foreign limited liability company organized under or subject to the provisions of this Act until any delinquency under subsection (a) is satisfied.
(3) In response to inquiries received in the Office
of the Secretary of State from any party regarding a limited liability company that is delinquent, the Secretary of State may show the limited liability company as not in good standing.
(805 ILCS 180/50‑20) Sec. 50‑20. Powers of Secretary of State and rulemaking. (a) The Secretary of State shall have the power and authority reasonably necessary to administer this Act efficiently and to perform the duties herein imposed. The Secretary of State's function under this Act is to be a central depository for the articles of organization of limited liability companies and applications for admission required by this Act and to record the assumed names used by limited liability companies and foreign limited liability companies. (b) The Secretary of State shall have the power and authority to promulgate rules, in accordance with the Illinois Administrative Procedure Act, necessary to administer this Act efficiently and to perform the duties therein imposed. (Source: P.A. 87‑1062.)
(805 ILCS 180/50‑25) Sec. 50‑25. Certified copies and certificates. (a) Copies, photostatic or otherwise, any and all documents filed in the Office of the Secretary of State in accordance with the provisions of this Act, when certified by the Secretary of State under the Great Seal of the State of Illinois, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. (b) Certificates by the Secretary of State under the Great Seal of the State of Illinois as to the existence or nonexistence of facts relating to limited liability companies or foreign limited liability companies, which would not appear from a certified copy of any document, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated. (Source: P.A. 87‑1062.)
(805 ILCS 180/50‑30) Sec. 50‑30. (Repealed). (Source: P.A. 87‑1062. Repealed by P.A. 91‑354, eff. 1‑1‑00.)
(805 ILCS 180/50‑35) Sec. 50‑35. Forms. All documents required by this Act to be filed in the Office of the Secretary of State shall be made on forms prescribed and furnished by the Secretary of State. (Source: P.A. 87‑1062.)
(805 ILCS 180/50‑40) Sec. 50‑40. File number. All documents required by this Act to be filed in the Office of the Secretary of State, with the exception of the initial filing, shall contain the file number assigned by the Secretary of State. (Source: P.A. 87‑1062.)
(805 ILCS 180/50‑45) Sec. 50‑45. Certificate of registration; attorneys at law. A limited liability company that is organized to practice law may not engage in the practice of law without a certificate of registration from the Supreme Court of Illinois. Application for registration shall be made in writing and shall contain the name and address of the limited liability company and such other information as may be required by the Supreme Court. Upon receipt of the application, if the Supreme Court finds that the organizers, members, and managers are each licensed to practice law, no disciplinary action is pending against any of them, and it appears that the limited liability company will be conducted in compliance with the law and the rules of the Supreme Court, the Supreme Court may issue, upon payment of a registration fee of $50, a certificate of registration. Upon written application of the certificate holder and upon completion of a form prescribed by the Supreme Court, the Supreme Court may renew the certificate if it finds that the limited liability company has complied with the Supreme Court's rules and the provisions of this Act. The fee for the renewal of a certificate of registration is $40 per year. The applications submitted and fees payable to the Supreme Court shall be in addition to the documents, amendments, and reports filed with and the fees and penalties charged by the Secretary of State. The certificate of registration shall be conspicuously posted upon the premises to which it is applicable, and the limited liability company may have only those offices that are designated by street address in the articles of organization or as changed by amendment of those articles. A certificate of registration is not assignable. (Source: P.A. 89‑686, eff. 12‑31‑96.)
(805 ILCS 180/50‑50) Sec. 50‑50. Department of Business Services Special Operations Fund. (a) A special fund in the State treasury is created and shall be known as the Department of Business Services Special Operations Fund. Moneys deposited into the Fund shall, subject to appropriation, be used by the Department of Business Services of the Office of the Secretary of State, hereinafter "Department", to create and maintain the capability to perform expedited services in response to special requests made by the public for same‑day or 24‑hour service. Moneys deposited into the Fund shall be used for, but not limited to, expenditures for personal services, retirement, Social Security, contractual services, equipment, electronic data processing, and telecommunications. (b) The balance in the Fund at the end of any fiscal year shall not exceed $600,000, and any amount in excess thereof shall be transferred to the General Revenue Fund. (c) All fees payable to the Secretary of State under this Section shall be deposited into the Fund. No other fees or charges collected under this Act shall be deposited into the Fund. (d) "Expedited services" means services rendered within the same day, or within 24 hours from the time, the request therefor is submitted by the filer, law firm, service company, or messenger physically in person or, at the Secretary of State's discretion, by electronic means, to the Department's Springfield Office and includes requests for certified copies, photocopies, and certificates of good standing made to the Department's Springfield Office in person or by telephone, or requests for certificates of good standing made in person or by telephone to the Department's Chicago Office. (e) Fees for expedited services shall be as follows: Restated articles of organization, $200; Merger or conversion, $200; Articles of organization, $100; Articles of amendment, $100; Reinstatement, $100; Application for admission to transact business, $100; Certificate of good standing or abstract of computer record, $20; All other filings, copies of documents, annual reports, and copies of documents of dissolved or revoked limited liability companies, $50. (Source: P.A. 92‑33, eff. 7‑1‑01; 93‑32, eff. 9‑1‑03.)
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