Chapter 805, BUSINESS ORGANIZATIONS

(805 ILCS 5/4.20) (from Ch. 32, par. 4.20) Sec. 4.20. Change and cancellation of assumed corporate name. (a) Any domestic or foreign corporation may, pursuant to resolution by its board of directors, change or cancel any or all of its assumed corporate names by executing and fili…

(805 ILCS 40/4.20) Sec. 4.20. Right of action; benefit enforcement proceeding. (a) No person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to failure to pursue or create general public benefit or a specific public be…

(805 ILCS 5/4.25) (from Ch. 32, par. 4.25) Sec. 4.25. Registered name of foreign corporation. Any foreign corporation not transacting business in this State and not authorized to transact business in this State may register its corporate name, provided its corporate name is avail…

(805 ILCS 415/401) Sec. 401. Fees. (a) The Secretary of State shall charge and collect in accordance with the provisions of this Act and the rules adopted under its authority all of the following: (1) Fees for filing documents. (2) Miscellaneous charges. (3) Fees for the sale of …

(805 ILCS 206/401) Sec. 401. Partner's rights and duties. (a) Each partner is deemed to have an account that is: (1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership a…

(805 ILCS 215/401) Sec. 401. Becoming general partner. A person becomes a general partner: (1) as provided in the partnership agreement; (2) under Section 801(3)(B) following the dissociation of a limited partnership's last general partner; (3) as the result of a conversion or me…

(805 ILCS 415/402) Sec. 402. Powers of Secretary of State and rulemaking. (a) The Secretary of State has the power and authority reasonably necessary to administer this Act efficiently and to perform the duties imposed in this Act. The Secretary of State's function under this Act…

(805 ILCS 206/402) Sec. 402. Distributions in kind. A partner has no right to receive, and may not be required to accept, a distribution in kind. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 215/402) Sec. 402. General partner agent of limited partnership. (a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently …

(805 ILCS 215/403) Sec. 403. Limited partnership liable for general partner's actionable conduct. (a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a gen…

(805 ILCS 206/403) Sec. 403. Partner's rights and duties with respect to information. (a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records…

(805 ILCS 415/403) Sec. 403. Certified copies and certificates. (a) Copies, photostatic or otherwise, of documents filed in the Office of the Secretary of State in accordance with this Act, when certified by the Secretary of State under the Great Seal of the State of Illinois, sh…

(805 ILCS 215/404) Sec. 404. General partner's liability. (a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. …

(805 ILCS 415/404) Sec. 404. 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. 100-561, eff. 7-1-18.)

(805 ILCS 206/404) Sec. 404. General standards of partner's conduct. (a) The fiduciary duties a partner owes to the partnership and the other partners include the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this Section. (b) A partner's duty of lo…

(805 ILCS 415/405) Sec. 405. File number. All documents required by this Act to be filed in the Office of the Secretary of State shall contain the filing entity's file number as assigned by the Office of the Secretary of State. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 206/405) Sec. 405. Actions by partnership and partners. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain a…

(805 ILCS 215/405) Sec. 405. Actions by and against partnership and partners. (a) To the extent not inconsistent with Section 404, a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partners…

(805 ILCS 215/406) Sec. 406. Management rights of general partner. (a) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this Act, any matter relating to the activities of the limited partn…

(805 ILCS 415/406) Sec. 406. Miscellaneous charges. The Secretary of State shall charge and collect: (1) For furnishing a copy or certified copy of any document, instrument, or paper relating to a corporation, or for a certificate, $5. (2) At the time of any service of process, n…

(805 ILCS 206/406) Sec. 406. Continuation of partnership beyond definite term or particular undertaking. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertakin…

(805 ILCS 415/407) Sec. 407. Department of Business Services Special Operations Fund. (a) The Secretary of State may charge and collect a fee for expedited services as follows: (1) Filing statement of conversion, $200. (2) Filing statement of domestication, $200. (3) Filing state…

(805 ILCS 215/407) Sec. 407. Right of general partner and former general partner to information. (a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the limited partnership's designat…

(805 ILCS 215/408) Sec. 408. General standards of general partner's conduct. (a) The fiduciary duties that a general partner has to the limited partnership and the other partners include the duties of loyalty and care under subsections (b) and (c). (b) A general partner's duty of…

(805 ILCS 105/105.05) (from Ch. 32, par. 105.05) Sec. 105.05. Registered office and registered agent. (a) Each domestic corporation and each foreign corporation having authority to conduct affairs in this State shall have and continuously maintain in this State: (1) A registered …

(805 ILCS 105/105.10) (from Ch. 32, par. 105.10) Sec. 105.10. Change of registered office or registered agent. (a) A domestic corporation or a foreign corporation may from time to time change the address of its registered office. A domestic corporation or a foreign corporation sh…

(805 ILCS 105/105.15) (from Ch. 32, par. 105.15) Sec. 105.15. Resignation of registered agent. (a) A registered agent may at any time resign by filing in the office of the Secretary of State written notice thereof, and by mailing a copy thereof to the corporation at its principal…

(805 ILCS 105/105.20) (from Ch. 32, par. 105.20) Sec. 105.20. Change of Address of Registered Agent. (a) A registered agent may change the address of the registered office of the domestic corporation or of the foreign corporation, for which he or she or it is registered agent, to…

(805 ILCS 105/105.25) (from Ch. 32, par. 105.25) Sec. 105.25. Service of process on domestic or foreign corporation. (a) Any process, notice, or demand required or permitted by law to be served upon a domestic corporation or a foreign corporation having authority to conduct affai…

(805 ILCS 105/105.30) (from Ch. 32, par. 105.30) Sec. 105.30. Service of process on foreign corporation not authorized to conduct affairs in Illinois. If any foreign corporation conducts affairs in this State without having authority to conduct affairs, it shall be deemed that su…

(805 ILCS 8/5-1) Sec. 5-1. Short title. This Article may be cited as the Franchise Tax and License Fee Amnesty Act of 2007. References in this Article to "this Act" mean this Article. (Source: P.A. 95-233, eff. 8-16-07.)

(805 ILCS 180/5-1) Sec. 5-1. Organization. (a) One or more persons, other than natural persons under 18 years of age, may organize a limited liability company by executing and delivering articles of organization to the Secretary of State as specified in Sections 5-5 and 5-45. The…

(805 ILCS 8/5-10) Sec. 5-10. Amnesty program. The Secretary shall establish an amnesty program for all taxpayers owing any franchise tax or license fee imposed by Article XV of the Business Corporation Act of 1983. The amnesty program shall be for a period from February 1, 2008 t…

(805 ILCS 180/5-10) Sec. 5-10. Amendment to articles of organization. A limited liability company may amend its articles of organization at any time to add a new provision or to change or remove an existing provision, provided that the articles as amended contain only provisions …

(805 ILCS 180/5-15) Sec. 5-15. Amendment by managers. A majority of the managers of a limited liability company may adopt one or more amendments to its articles of organization without member action to do any of the following: (1) To remove the name and address of any manager nam…

(805 ILCS 180/5-25) Sec. 5-25. Articles of amendment. The articles of amendment shall be executed and filed in duplicate and shall set forth the following: (1) The name of the limited liability company. (2) The text of each amendment adopted. (3) A statement that the amendment wa…

(805 ILCS 180/5-30) Sec. 5-30. Restated articles of organization. A limited liability company, whenever desired, may integrate into a single instrument all of the provisions of its articles of organization which are then in effect and operative as a result of there having previou…

(805 ILCS 180/5-35) Sec. 5-35. Effect of articles of amendment. The amendment shall become effective and the articles of organization shall be deemed to be amended accordingly, as of the later of: (1) the filing of the articles of amendment by the Secretary of State; or (2) the t…

(805 ILCS 180/5-40) Sec. 5-40. Effect of filing of articles of organization. (a) Upon the filing of the articles of organization by the Secretary of State, the limited liability company's existence shall begin, and each of the duplicate copies stamped "Filed" and marked with the …

(805 ILCS 180/5-45) Sec. 5-45. Forms, execution, acknowledgement and filing. (a) All reports 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. Forms for all other documents to be fil…

(805 ILCS 180/5-46) Sec. 5-46. Electronic filing. Documents or reports transmitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, tha…

(805 ILCS 180/5-47) Sec. 5-47. Statement of correction. (a) Whenever any instrument authorized to be filed with the Secretary of State under any provision of this Act has been so filed and, as of the date of the action therein referred to, contains any misstatement of fact, typog…

(805 ILCS 180/5-48) Sec. 5-48. Petition for refund. (a) Any domestic or foreign limited liability company having authority to transact business in this State may petition the Secretary of State for a refund of fees claimed to have been erroneously paid, subject to the following l…

(805 ILCS 8/5-5) Sec. 5-5. Definitions. As used in this Act: "Secretary" means the Illinois Secretary of State. "Rules" means any rules adopted or forms prescribed by the Secretary. "Taxable period" means any period of time for which any franchise tax is imposed by and owed to th…

(805 ILCS 180/5-5) Sec. 5-5. Articles of organization. (a) The articles of organization shall set forth all of the following: (1) The name of the limited liability company and the address of its principal place of business which may, but need not be a place of business in this St…

(805 ILCS 180/5-50) Sec. 5-50. Amendment or termination by judicial act. If a person required by Section 5-45 to execute an amendment or statement of termination fails or refuses to do so, any other member and any transferee of a limited liability company interest, who is adverse…

(805 ILCS 180/5-55) Sec. 5-55. Filing in Office of Secretary of State. (a) Whenever any provision of this Act requires a limited liability company to file any document with the Office of the Secretary of State, the requirement means that: (1) the original document, executed as de…

(805 ILCS 180/5-60) Sec. 5-60. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any limited liability company or foreign limited liability company subject to the provisions of this Act, and to any manager or, if there are no managers,…

(805 ILCS 180/5-65) Sec. 5-65. Information disclosed by interrogatories. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection, nor shall the Secretary of State disclose any facts or information obtained therefrom, exc…

(805 ILCS 180/5-70) Sec. 5-70. Notice of existence of limited liability company. The fact that the articles of organization are on file in the Office of the Secretary of State is notice that the limited liability company is a limited liability company and is notice of all other f…