Foreign Limited Liability Companies

  1. Law
  2. Illinois Compiled Statutes
  3. BUSINESS ORGANIZATIONS
  4. Limited Liability Company Act.
  5. Foreign Limited Liability Companies

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(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, including street and number, rural route number or 911 address, where applicable, of its principal place of business.
  • (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. 98-171, eff. 8-5-13.)

 

(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 complies with the provisions of Section 1-10. 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. 98-720, eff. 7-16-14.)

 

(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. Grounds for 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 if:

(1) The foreign limited company has failed to:

    • (A) file its annual report and pay its fee as required by this Act before the first day of the anniversary month or has failed to pay any fees or penalties prescribed by this Act;
    • (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) (blank);
    • (D) file in the Office of the Secretary of State any amendment to its application for admission as specified in Section 45-25 or any report after the expiration of the period prescribed in this Act for filing the report; 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 in accordance with the provisions of Section 45-15 of this Act.

(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 Act.

  • (2.5) A manager or member to whom interrogatories have been propounded by the Secretary of State as provided in Section 5-60 of this Act fails to answer the interrogatories fully and to timely file the answer in the office of the Secretary of State.
  • (3) The Secretary of State receives 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.
  • (4) It has tendered payment to the Secretary of State which is returned due to insufficient funds, a closed account, or for any other reason, and acceptable payment has not been subsequently tendered.

(b) (Blank).

(c) (Blank).

(Source: P.A. 98-171, eff. 8-5-13.)

 

(805 ILCS 180/45-36)

Sec. 45-36. Procedure for revocation of admission.

(a) After the Secretary of State determines that one or more grounds exist under Section 45-35 for the revocation of admission of a foreign limited liability company, the Secretary of State shall send a notice of delinquency by regular mail to each delinquent limited liability company at its registered office or, if the limited liability company has failed to maintain a registered office, then to the last known address shown on the records of the Secretary of State for the principal place of business.

(b) If the limited liability company does not correct the default described in item (A) or (D) of paragraph (1) of subsection (a) of Section 45-35 within 120 days following the date of the notice of delinquency, the Secretary of State shall revoke the admission of the limited liability company by issuing a certificate of revocation that recites the grounds for revocation and its effective date. If the limited liability company does not correct the default described in item (B) or (E) of paragraph (1) or paragraph (2), (2.5), (3), or (4) of subsection (a) of Section 45-35 within 60 days following the notice, the Secretary of State shall revoke the admission of the limited liability company by issuing a certificate of revocation that recites the grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate in his or her office and mail one copy to the limited liability company at its registered office or, if the limited liability company has failed to maintain a registered office, then to the last known address shown on the records of the Secretary of State for the principal place of business.

(c) Upon the issuance of a certificate of revocation, the admission of the limited liability company to transact business in this State shall cease and the revoked company shall not thereafter carry on any business in this State.

(d) The Secretary of State shall, from information received from the Illinois Commerce Commission, compile and keep a list of all foreign limited liability companies that are regulated pursuant to the provisions of the Public Utilities Act, or the Collateral Recovery Act, or the Personal Property Storage Act, or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and which hold, as a prerequisite for doing business in this State, any franchise, license, permit, or right to engage in any business regulated by such Acts.

(e) Each month the Secretary of State shall, by written notice, advise the Chief Clerk of the Illinois Commerce Commission of any foreign limited liability company on the list maintained under subsection (d) whose admission to do business in Illinois has been revoked within the month.

(f) The Secretary of State and the Illinois Commerce Commission may provide each other the information required under this Section in an electronic format, including, without limitation by means of such agreed access, those records of the Secretary of State that will provide the Illinois Commerce Commission the information it requires under the statutes it administers. The provision of information under this Section shall begin as soon as is practicable, but in no event later than October 1, 2020.

(Source: P.A. 101-494, eff. 1-1-20.)

 

(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 post office address to which may be mailed a copy of any process against the limited liability company that may be served on the Secretary of State.
  • (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. 98-171, eff. 8-5-13.)

 

(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 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. 98-171, eff. 8-5-13.)

 

(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 registered agent at that address upon the reinstatement of the limited liability company, provided that any change from either the registered office or the registered agent at the time of revocation is properly reported under Section 1-35.

(c) When a limited liability company whose admission has been revoked has complied with the provisions of this Section, the Secretary of State shall file the application for reinstatement.

(d) Upon the filing of the application for reinstatement: (i) the admission of the limited liability company to transact business in this State shall be deemed to have continued without interruption from the date of the issuance of the notice of revocation, (ii) the limited liability company shall stand revived with the powers, duties, and obligations as if its admission had not been revoked, and (iii) all acts and proceedings of its members or managers, acting or purporting to act in that capacity, that would have been legal and valid but for the revocation, shall stand ratified and confirmed.

(Source: P.A. 94-605, eff. 1-1-06.)

 

(805 ILCS 180/45-70)

Sec. 45-70. Reinstatement following termination.

(a) A voluntarily terminated limited liability company may be reinstated by the Secretary of State following the date of issuance of the notice of termination upon:

  • (1) The filing of an application for reinstatement.
  • (2) The filing with the Secretary of State by the limited liability company of all reports then due and theretofore becoming due.
  • (3) The payment to the Secretary of State of all fees and penalties then due and theretofore becoming due.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 5-45 of this Act 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 termination.
  • (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 of name is properly effected under Section 1-10 and Section 5-25 of this Act.
  • (3) The date of issuance of the notice of termination.
  • (4) The address, including street and number or rural route number, of the registered office of the limited liability company upon reinstatement thereof and the name of its registered agent at that address upon the reinstatement of the limited liability company, provided that any change from either the registered office or the registered agent at the time of termination is properly reported under Section 1-35 of this Act.

(c) When a terminated limited liability company has complied with the provisions of the Section, the Secretary of State shall file the application for reinstatement.

(d) Upon the filing of the application for reinstatement, the existence of the limited liability company shall be deemed to have continued without interruption from the date of the issuance of the notice of termination, and the limited liability company shall stand revived with the powers, duties, and obligations as if it had not been terminated. All acts and proceedings of its members, managers, officers, employees, and agents, acting or purporting to act in that capacity, and which would have been legal and valid but for the termination, shall stand ratified and confirmed.

(e) Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no member, manager, or officer shall be personally liable for the debts and liabilities of the limited liability company incurred during the period of termination by reason of the fact that the limited liability company was terminated at the time the debts or liabilities were incurred.

(Source: P.A. 102-282, eff. 1-1-22.)


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