Bill Text: IL HB0047 | 2021-2022 | 102nd General Assembly | Introduced

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Bill Title: 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.

Spectrum: Partisan Bill (Democrat 3-0)

Status: (Introduced - Dead) 2021-04-12 - Added Co-Sponsor Rep. Maura Hirschauer [HB0047 Detail]

Download: Illinois-2021-HB0047-Introduced.html

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102ND GENERAL ASSEMBLY State of Illinois 2021 and 2022 HB0047 Introduced , by Rep. Joyce Mason SYNOPSIS AS INTRODUCED:
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.
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FISCAL NOTE ACT MAY APPLY
A BILL FOR
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AN ACT concerning business.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Limited Liability Company Act is amended by
changing Sections 1-20, 45-20, 50-10, 50-45, and 50-50 as
follows:
(805 ILCS 180/1-20)
Sec. 1-20. Assumed name.
(a) A limited liability company or a foreign limited
liability company admitted to transact business or making
application for admission to transact business in Illinois may
elect to adopt an assumed name that complies with the
requirements of Section 1-10 of this Act except (a)(1).
(a-5) As used in this Act, "assumed name" means any name
other than the true limited liability company name, except
that the following do not constitute the use of an assumed name
under this Act:
(1) A limited liability company's identification of
its business with a trademark or service mark of which the
company is the owner or licensed user.
(2) The use of a name of a division, not containing the
word "limited", "liability", or "company" or an
abbreviation of one of those words, provided that the

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

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

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

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assumed or fictitious name in the conduct of its business to
intentionally misrepresent the geographic origin or location
of the company.
(Source: P.A. 93-59, eff. 7-1-03.)
(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

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(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 $50 $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

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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 180/50-10)
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), $75 $150. 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 or the
ability to establish a series pursuant to Section 37-40 of
this Act is $200 $400.

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

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

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(21) Filing any other document, $2.50 $5.
(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, $12.50 $25.
(2) For the transfer of information by computer
process media to any purchaser, fees established by rule.
(Source: P.A. 100-561, eff. 7-1-18; 100-571, eff. 12-20-17;
101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)
(805 ILCS 180/50-45)
Sec. 50-45. Certificate of registration; attorneys at law.
(a) 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,

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the Supreme Court may issue, upon payment of a registration
fee of $25 $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 $20 $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.
(b) Moneys collected under this Section shall be deposited
into the Supreme Court Special Purposes Fund.
(c) After the effective date of this amendatory Act of the
98th General Assembly, the amount of any fee collected under
this Section may be set by Supreme Court rule, except that the
amount of the fees shall remain as set by statute until the
Supreme Court adopts rules specifying a higher or lower fee
amount.

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(Source: P.A. 98-324, eff. 10-1-13.)
(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

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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, but is not limited to,
requests for certified copies, photocopies, and computer
abstracts made in person to the Department's Springfield
Office or to the Department's Chicago Office. A request
submitted by electronic means may not be considered a request
for expedited services solely because of its submission by
electronic means, unless expedited service is requested by the
filer.
(e) Fees for expedited services shall be as follows:
Restated articles of organization, $100 $200;
Merger, $100 $200;
Articles of organization, $50 $100;
Articles of amendment, $50 $100;
Reinstatement, $50 $100;
Application for admission to transact business, $50
$100;
Computer abstract, $10 $20;
All other filings, copies of documents and copies of
documents of dissolved or revoked limited liability
companies, $25 $50.
(f) The Secretary may not provide expedited services for
the online electronic filing of annual reports or requests for
certificates of good standing.

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