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Eric Geringswald
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Eric Geringswald Posted on : Insider Community

Illinois’ legislature makes changes to Limited Liability Act and Professional Service Corporation Act

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Illinois lawmakers amended the Limited Liability Company Act in their most recent session, changing the monetary penalty associated with uncured defaults (involving failure to timely file annual reports and pay requisite fees and/or replace registered agents who have resigned), and the method for calculating the grace period between a default and application of such penalty.

The act provides that the penalty shall apply if the associated default has not been cured before the first day of the second month after the anniversary month of the company instead of 60 days after the due date of the action. It should be noted this change has a larger impact on defaults involving appointment of replacement registered agents, the due date for which is 60 days following notice of such resignation. The act also reduces the penalty from $300 plus $100 for each year or fraction thereof beginning with the second year of delinquency to $100 plus $100 for each year of fraction thereof beginning with the second year of delinquency.

Lawmakers have also removed provisions from the Limited Liability Company Act prohibiting an LLC from rendering certain professional services. With this change, LLCs can now provide a professional service licensed by the Department of Financial and Professional Regulation, so long as the entity is formed in compliance with the Professional Limited Liability Company Act. (It is important to note that attorneys are not regulated under this statute, but rather by the Illinois Supreme Court.)

Amendments made to the Professional Limited Liability Company Act define “license” and permit one or more individuals to organize a professional limited liability company by filing articles of organization with the Secretary of State on forms furnished by the Secretary. The act sets forth certain requirements the articles of organization must satisfy, providing that the company name of a professional limited liability company must contain the terms “professional limited liability company”, “P.L.L.C.”, or “PLLC”. The act lists the professional services a PLLC may render, with certain exceptions, and provides that a PLLC’s certificate of registration shall expire on January 1, 2019 and on January 1 of every third year thereafter. The renewal fee for a certificate of registration shall be $40.

An amendment to the state’s Professional Service Corporation Act likewise provides that the certificate of registration shall expire on January 1, 2019, and on January 1 of every third year thereafter, for any professional service corporation that renders services that are regulated by the Department of Financial and Professional Regulation, and establishing a renewal fee of $40 for a certificate of registration issued by the Department. The act also makes similar changes to the Medical Corporation Act.

These and other changes are captured in the 2019 Edition of Illinois Laws Governing Business Entities Annotated.

The 2019 Edition is updated through Illinois Public Act 100-1180, capturing all changes from the latest legislative session. Analysis of select legislative changes provides a snapshot of how recent amendments have changed the law. The Table of Sections Affected allows for quick identification of the legislative changes, and Blackline Amendment Notes show exactly how changes were made.

The book also includes over 20 new case notes from state and federal court decisions, as well as the full text of four significant cases covering recent legal developments concerning inspection of corporate books and records, fiduciary duties, securities, and the Survival Statute. New case notes are listed in the Table of New Annotations, and new case notes are highlighted with gray bars in the body of the book.

New to this edition is an easy-to-reference Fee Table showing the Secretary of State’s required fees for various business filings. The book also includes a companion CD-ROM with more than 100 up-to-date fillable Illinois forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types. A listing of the forms and contact information for the Illinois Secretary of State can be found in the book’s forms appendix.

Illinois Laws Governing Business Entities is available as a softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.