Statutes > Illinois Statutes > CHAPTER 805 BUSINESS ORGANIZATIONS > 805 ILCS 180/ Limited Liability Company Act. > Article 45 - Foreign Limited Liability Companies

Article 45 - Foreign Limited Liability Companies


      (805 ILCS 180/Art. 45 heading)
Article 45. Foreign Limited Liability Companies

    (805 ILCS 180/45‑1)
    Sec. 45‑1. Law governing foreign limited liability companies.
    (a) The laws of the State or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, and their transferees.
    (b) A foreign limited liability company may not be denied admission by reason of any difference between the laws of another jurisdiction under which the foreign company is organized and the laws of this State.
    (c) Having authority to transact business in this State does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State.
(Source: P.A. 93‑59, eff. 7‑1‑03.)

    (805 ILCS 180/45‑5)
    Sec. 45‑5. Admission to transact business.
    (a) Except as provided in Article V of the Illinois Insurance Code, before transacting business in this State, a foreign limited liability company shall be admitted to do so by the Secretary of State. In order to be admitted, a foreign limited liability company shall submit to the Office of the Secretary of State an application for admission to transact business as a foreign limited liability company setting forth all of the following:
        (1) The name of the foreign limited liability
     company and, if different, the name under which it proposes to transact business in this State.
        (2) The jurisdiction, date of its formation, and
     period of duration.
        (3) A certificate stating that the company is in
     existence under the laws of the jurisdiction wherein it is organized executed by the Secretary of State of that jurisdiction or by some other official that may have custody of the records pertaining to limited liability companies (or affidavit from an appropriate official of the jurisdiction that good standing certificates are not issued or other evidence of existence which the Secretary of State shall deem appropriate).
        (4) The name and business address of the proposed
     registered agent in this State, which registered agent shall be an individual resident of this State, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this State; if the registered agent is a corporation, the corporation must be authorized by its articles of incorporation to act as a registered agent.
        (5) The address of the office required to be
     maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal place of business of the foreign limited liability company.
        (6) The purpose or purposes for which it was
     organized and the purpose or purposes which it proposes to conduct in the transaction of business in this State.
        (7) A statement whether the limited liability
     company is managed by a manager or managers or whether management of the limited liability company is vested in the members.
        (8) A statement that the Secretary of State is
     appointed the agent of the foreign limited liability company for service of process under the circumstances set forth in subsection (b) of Section 1‑50.
        (9) All additional information that may be necessary
     or appropriate in order to enable the Secretary of State to determine whether the limited liability company is entitled to transact business in this State.
    (b) No foreign limited liability company shall transact in this State any business that a limited liability company formed under the laws of this State is not permitted to transact. A foreign limited liability company admitted to transact business in this State shall, until admission is revoked as provided in this Act, enjoy the same, but no greater, rights and privileges as a limited liability company formed under the laws of this State.
    (c) The acceptance and filing by the Office of the Secretary of State of a foreign limited liability company's application shall admit the foreign limited liability company to transact business in the State.
(Source: P.A. 90‑424, eff. 1‑1‑98; 91‑593, eff. 8‑14‑99.)

    (805 ILCS 180/45‑10)
    Sec. 45‑10. Filing; issuance of admission. If the Secretary of State finds that an application or amended application for admission conforms to law and all requisite fees have been paid, he or she shall:
    (1) endorse on the application or the amended application the word "Filed" and the date of the filing thereof;
    (2) file in his or her office one duplicate original of the application or the amended application; and
    (3) return the other duplicate original of the application or the amended application to the person who filed it or to that person's representative.
(Source: P.A. 87‑1062.)

    (805 ILCS 180/45‑15)
    Sec. 45‑15. Name. A foreign limited liability company may be admitted to transact business in this State under any name (whether or not it is the name under which it is formed in the jurisdiction of its formation) that would be available to a limited liability company. However, if the name is different from the name under which it is formed in its jurisdiction of organization, the foreign limited liability company shall also file an assumed name application in accordance with Section 1‑20.
(Source: P.A. 87‑1062.)

    (805 ILCS 180/45‑20)
    Sec. 45‑20. Registration; registered name of foreign limited liability company.
    (a) Any foreign limited liability company not transacting business in this State and not authorized to transact business in this State may register its name, provided its name is available for use as determined by the Secretary of State in accordance with the provisions of this Act that specify name availability for limited liability companies organized in Illinois. Registration shall be made by doing the following:
        (1) executing and filing in accordance with the
     forms and regulations that the Secretary of State may specify:
            (A) an application for registration, stating the
         name of the limited liability company, the State or place under the laws of which it is organized, the date of its organization, a brief statement of the business in which it is engaged or plans to engage, the post‑office address of the limited liability company to which the Secretary of State may mail notices as required or permitted by this Act, and that it desires to register its name under this Section; and
            (B) a certificate setting forth that the limited
         liability company is in good standing under the laws of the State or place wherein it is organized executed by the Secretary of State of that state or by some other public official that may have custody of the records pertaining to limited liability companies; and
        (2) paying to the Secretary of State a fee of $300.
    (b) Registration shall be effective from the date of filing by the Secretary of State until the first day of the twelfth month following that date.
    (c) Registration may be renewed from year to year by filing an application for renewal setting forth the facts required in an original application for registration and accompanied by a certificate of good standing as required for the original registration and by paying the fee of $100 within 60 days immediately preceding the first day of the twelfth month following the date of filing the original registration or previous renewal. Renewal shall extend the registration for 12 months, to expire on the first day of the month in which the original registration was filed the next year.
    (d) Any foreign limited liability company that has in effect a registration of its name may cancel that registration at any time by filing an application for cancellation in the same manner and setting forth the same facts required to be set forth in an original registration and paying the fee prescribed by this Act.
    (e) The Secretary of State may cancel any registration if, after a hearing, he or she finds that the application therefor or any renewal thereof was made contrary to this Act.
(Source: P.A. 87‑1062.)

    (805 ILCS 180/45‑25)
    Sec. 45‑25. Changes, amendments, and restatements. If any statement in the application for admission by a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect including, but not limited to, a change in the name or address of the registered agent required to be maintained by Section 1‑35, the foreign limited liability company shall promptly submit to the Office of the Secretary of State, in duplicate, an amended application for admission, executed by a manager or member correcting the statement.
(Source: P.A. 87‑1062.)

    (805 ILCS 180/45‑30)
    Sec. 45‑30. Requirement for registered agent and certain reports. A foreign limited liability company admitted to transact business in this State shall:
        (1) appoint and continuously maintain a registered
    agent and registered office in the manner provided in Section 1‑35;
        (2) file a report upon any change in the name or
    business address of its registered agent or address of the registered office in the manner provided in Section 1‑36; and
        (3) file an annual report as required by Section 50‑1.
(Source: P.A. 96‑988, eff. 7‑2‑10.)

    (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, 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. 95‑515, eff. 8‑28‑07.)

    (805 ILCS 180/45‑40)
    Sec. 45‑40. Withdrawal.
    (a) A foreign limited liability company admitted to transact business in this State may withdraw from this State upon filing with the Secretary of State an application for withdrawal. In order to withdraw, the foreign limited liability company shall deliver to the Secretary of State an application for withdrawal, which shall set forth all of the following:
        (1) The name of the limited liability company and
     the State or country under the laws of which it is organized.
        (2) That the limited liability company is not
     transacting business in this State.
        (3) That the limited liability company surrenders
     its admission to transact business in this State.
        (4) That the limited liability company revokes the
     authority of its registered agent in this State to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this State during the time the limited liability company was admitted to transact business in this State may thereafter be made on the limited liability company by service thereof upon the Secretary of State.
        (5) A street address to which a person may mail a
     copy of any process against the limited liability company.
        (6) All additional information that is necessary or
     appropriate in order to enable the Secretary of State to determine and assess any unpaid fees payable by the limited liability company as prescribed in this Article.
    (b) The application for withdrawal shall be in the form and manner designated by the Secretary of State and shall be executed by the limited liability company by one of its managers or, if none, any member or members that may be designated by the members pursuant to limited liability company action properly taken under applicable local law or, if the limited liability company is in the hands of a receiver or trustee, by the receiver or trustee on behalf of the limited liability company. This report shall be accompanied by a written declaration that it is made under the penalties of perjury.
(Source: P.A. 87‑1062.)

    (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.)

    (805 ILCS 180/45‑47)
    Sec. 45‑47. Activities that do not constitute transacting business.
    (a) Without excluding other activities that may not constitute transacting business in this State, a foreign limited liability company shall not be considered to be transacting business in this State, for purposes of this Article 45, by reason of carrying on in this State any one or more of the following activities:
        (1) Maintaining, defending, or settling any
     proceeding.
        (2) Holding meetings of the managers or members or
     carrying on other activities concerning internal company affairs.
        (3) Maintaining bank accounts.
        (4) Maintaining offices or agencies for the
     transfer, exchange, and registration of the limited liability company's own securities or maintaining trustees or depositaries with respect to those securities.
        (5) Selling through independent contractors.
        (6) Soliciting or obtaining orders, whether by mail
     or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts.
        (7) Owning, without more, real or personal property.
        (8) Conducting an isolated transaction that is
     completed within 120 days and that is not one in the course of repeated transactions of a like nature.
        (9) Having a member or manager who is a resident of
     this State.
    (b) This Section has no application to the question of whether any foreign limited liability company is subject to service of process and suit in this State under any law of this State.
(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. 95‑515, eff. 8‑28‑07.)

    (805 ILCS 180/45‑55)
    Sec. 45‑55. Process; service on a foreign limited liability company. Service of process on a foreign limited liability company shall be made as provided in subsection (b) of Section 1‑50.
(Source: P.A. 87‑1062.)

    (805 ILCS 180/45‑60)
    Sec. 45‑60. Execution of application. The execution of an application constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
(Source: P.A. 87‑1062.)

    (805 ILCS 180/45‑65)
    Sec. 45‑65. Reinstatement following revocation.
    (a) A limited liability company whose admission has been revoked under Section 45‑35 may be reinstated by the Secretary of State following the date of issuance of the certificate of revocation upon:
        (1) The filing of the application for reinstatement.
        (2) The filing with the Secretary of State by the
     limited liability company of all reports then due and becoming due.
        (3) The payment to the Secretary of State by the
     limited liability company of all fees and penalties then due and becoming due.
    (b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 5‑45 and shall set forth all of the following:
        (1) The name of the limited liability company at the
     time of the issuance of the notice of revocation.
        (2) If the name is not available for use as
     determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited liability company as changed, provided that any change is properly effected under Sections 1‑10 and 45‑25.
        (3) The date of the issuance of the notice of
     revocation.
        (4) The address, including street and number or
     rural route number of the registered office of the limited liability company upon reinstatement and the name of its register