Section 178.10  Definitions

 

In addition to the definitions contained in Section 1-5 of the Limited Liability Company Act [805 ILCS 180] the following definitions shall apply:

 

            "Abstracts of Limited Liability Companies" shall consist of a hard copy print-out of the information shown on the computer records of the Department of Business Services of the Office of the Secretary of State.

 

            "Delinquent" or "Delinquency" shall mean a status of a limited liability company that is in non-compliance with this Act.

 

            "Department" shall mean the Department of Business Services of the Office of the Secretary of State located in Springfield.

 

            "Director" shall mean the Director of the Department of Business Services.

 

            "Electronic Filing" shall mean the ability to utilize interactive computer applications for the submission, review and filing of documents required or authorized by LLCA.

 

            "Interrogatories" shall mean a written request for information to ascertain whether the limited liability company has complied with the provisions of the Act.

 

            "LLCA" shall mean the Limited Liability Company Act [805 ILCS 180].

 

            "LLC Division" shall mean that unit of the Department which administers the provisions of LLCA.

 

            "Organizer" shall mean a person who has executed the original articles of organization.

 

            "Secretary" shall mean the Secretary of State of Illinois.

 

(Source:  Amended at 30 Ill. Reg. 12969, effective July 11, 2006)

 

Section 178.15  Applicability

 

The provisions of this Part shall be applicable to all limited liability companies, which are, will or may become subject to the provisions of the Limited Liability Company Act of 1992.

 

Section 178.20  Filing Requirements

 

a)         All entities, other than natural persons, serving as a member or manager in a limited liability company must provide evidence of existence upon request of the Secretary of State.  Such evidence shall be provided in the formats set forth in subsections (a)(1)-(4) of this Section.  All other entities not specifically addressed shall provide proof of existence in the manner prescribed by subsections (a)(1)-(4) that most appropriately applies to their entity format.

 

1)         Corporations, limited liability companies, limited partnerships and limited liability partnerships shall provide either a Certificate of Existence or a Certificate of Good Standing duly authenticated by the proper officer from the state or country of domicile.

 

2)         General partnerships shall provide a statement of information that includes the name of the partnership, the state of formation, the county of formation, the date of formation, the address at which the records of the partnership are kept, and the names and addresses of all partners.  The statement shall be sworn to, dated and executed by one of the general partners.

 

3)         Trusts shall provide a statement of information concerning the trust that includes the name of the trust, the date of its creation, the name of all trustees, the location, including state and county, of the trust, and that the trust is currently in full force and effect.  The statement shall be dated and executed by a trustee.

 

4)         Estates shall provide a copy of the relevant court order currently dated and executed.

 

b)         Documents 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, that the instrument is his or her act and deed or the act and deed of the limited liability company, as the case may be, and that the facts stated in the submission are true.  Compliance with this Section shall satisfy the signature requirements of Section 5-45 of the Limited Liability Company Act, which shall otherwise apply.

                                                           

 

(Source:  Amended at 32 Ill. Reg. 12046, effective July 16, 2008)

 

Section 178.25  Additional Requirements for Forms

 

a)         All forms filed with the Department, except the original articles of organization and application for admission of a foreign limited liability company, shall contain the file number assigned to the limited liability company by the Department.

 

b)         All forms and attachments submitted by a limited liability company shall be typewritten or printed on 8½" by 11" white paper.

 

Section 178.30  Filing Location

 

a)         All documents required to be filed with the Secretary of State pursuant to the LLCA shall be filed with the Department.

 

b)         Documents submitted for filing in Springfield, the Department's headquarters, shall be filed at the following address:

 

Secretary of State's Office

Department of Business Services

Limited Liability Company Division

Room 351, Howlett Building

Springfield, Illinois 62756

 

c)         Documents submitted by mail for filing should be sent to the Department's Springfield office.

 

(Source:  Amended at 27 Ill. Reg. 8884, effective May 19, 2003)

 

Section 178.35  Business Hours

 

The Department of Business Services business hours are 8:00 a.m. to 4:30 p.m. in Springfield, Monday through Friday, except holidays.

 

Section 178.40  Sale of Information

 

a)         Information concerning any limited liability company shall be available to the public from the Department of Business Services upon written request, or by telephone or in person, or, if technology is available, on line through interactive computer.

 

b)         Information in the form of an abstract of record concerning the limited liability companies on file with the Department shall be printed from the computer file of the Department, and shall consist of the limited liability company name, its date of formation, any assumed name, its registered agent, the address of the office at which the records are maintained, the latest date (if any) at which the limited liability company will dissolve, the foreign jurisdiction where formed (if applicable), the date of filing with the Department, the members'  and/or managers' names and addresses and the file number with the Department.  The fee for each abstract or record shall be $25.

 

c)         Computer connections by non-department users

 

1)         Computer terminal connections to the Secretary's computer may be provided to other State agencies.  This service may be made available at no charge so long as the requesting agency commits to pay all costs and so long as the service does not substantially increase costs or network traffic on the Secretary's computer.

 

2)         Computer terminal connection may be allowed to commercial users provided that all costs are borne by the commercial user.  The allowance of computer terminal connections shall be contingent upon the best interests of the Office of the Secretary of State, which is based upon the volume of requests received, the computer terminal connections as opposed to other methods, and other factors that  may impede the operations of the Office of the Secretary of State.  This service will be suspended at anytime, should the connection interfere with the Secretary's internal work schedule and processing.

 

3)         Fees for information supplied by means of computer connections between the Secretary of State's computers and those of any other agency, corporation, or person may be paid on a monthly basis for all information delivered during that month, as determined by the Secretary and the agency or person to be the most economic way of billing.  The proper fee shall be determined by negotiation between the agency or commercial user and the Director based upon telephone line charges, rental or purchase fees for terminals, and other appropriate factors, such as statutory fees for certain types of information and the requirements of this Subpart.

 

4)         No user may reproduce any list or abstract from the computer connection. Lists of LLCA information including the names and information concerning all limited liability companies may only be purchased pursuant to the provisions of this Part.  Computer connections are to be used only to look up information. No changes on the Department's LLCA files may be made by any computer connection user.

 

d)         Terms and conditions for computer maintained LLCA information

 

1)         The information supplied by the Department to other agencies, commercial users, or other persons shall be in the abstract format only, as specified in subsection (b) of this Section.

 

2)         The fee for the entire file of current and dissolved limited liability companies, and assumed names, shall be $1,500.  The monthly update shall cost $400 per update.  The update is available through modem access only. If the file is purchased on computer tape, the purchaser shall supply the Department with a computer tape or tapes, compatible with the Secretary's computer equipment, on to which tapes the information shall be transferred.

 

3)         All purchase requests shall be submitted in writing to the Director. Payment shall be made to the Department before delivery of the information to the purchaser.  No refunds will be made after the request is approved by the Director.  Payment shall be made by check, money order made payable to the "Secretary of State" or credit card approved by the Secretary of State's Department of Accounting Revenue (e.g., Visa, MasterCard).

 

4)         All commercial or other type purchasers shall sign a written agreement setting forth the terms and conditions required by Illinois law, and as may be deemed appropriate after negotiation between the Department and the purchaser.

 

5)         The commercial purchaser shall not resell to any other purchaser the information obtained from the Department in the same form or format in which it is obtained from the Department.  Resale of information in the same form or format shall result in cancellation of access to information by the Department. The commercial purchaser may sell the information to the subscribers of its computer or business information services only to the extent that its subscribers request on an individual entity by entity basis.

 

(Source:  Amended at 32 Ill. Reg. 12046, effective July 16, 2008)

 

Section 178.45  Right to Counsel

 

a)         Hearing procedures will be governed by Subpart A of 14 Ill. Adm. Code 150.

 

b)         Any party may appear and be heard through an attorney at law licensed to practice in the State of Illinois.

 

1)         Attorneys admitted to practice in states other than the State of Illinois may appear and be heard upon the attorney's verbal representation or written documentation as to the attorney's admittance, pursuant to an order pro hac vice entered by a judge of the circuit court of the county in which the hearing is conducted, as provided in Supreme Court Rule 707.

 

2)         A natural person may appear and be heard on his or her own behalf.

 

3)         A corporation, association, or partnership may appear and present evidence by any bona fide officer, employee, or representative.

 

c)         Only an attorney properly licensed shall represent anyone else in any hearing in any matter involving the exercise of legal skill or knowledge.  The standards of conduct shall be the same as before the Courts of the State of Illinois.

 

d)         A hearing officer may be disqualified from presiding over a hearing wherein the hearing officer has an ethical conflict of interest or has an economic interest in the outcome of the proceeding.

 

(Source:  Amended at 32 Ill. Reg. 12046, effective July 16, 2008)

 

Section 178.50  Service of Process

 

a)         For the purposes of Section 1-50 of the LLCA, the procedures set forth in this Section shall apply.

 

b)         Any process, notice or demand to be served under this Part shall be made upon the Secretary, the Director, or any employee of the Department designated by the Director to accept such service for him or her, in the following manner:

 

1)         Service shall comply with the provisions of Part 2 of the Civil Practice Law [735 ILCS 5/2], the Federal Rules of Civil Procedure (2B USCA), or any administrative rules of service, as may be appropriate.

 

2)         The affidavit of compliance required by Section 1-50 and 45-55 of the LLCA to be appended to the process, notice or demand to be served, containing the information described in subsection (b) of this Section, shall be signed by the person instituting the action, suit or proceeding or by an attorney of record, and the signature of the affiant, without more, shall constitute the affirmation or acknowledgement, under penalties of perjury, that the affidavit is the act or deed of the affiant and that facts stated therein are true.

 

c)         At the time of any service under this Part, there shall be paid a fee of $100, payable by check or money order to the "Illinois Secretary of State" or credit card.  Each process, notice or demand shall be submitted with a separate payment.

 

d)         The Department of Business Services shall maintain original file copies which shall be in paper form or an acceptable archival medium, and originals may be discarded upon verification of archival medium (microfilm or electronic imaging) and upon approval by the State Records Commission (see 5 ILCS 160/16).

 

(Source:  Amended at 21 Ill. Reg. 16178, effective December 1, 1997)

 

Section 178.55  Payment of Fees

 

All payments of fees and penalties with respect to original articles of organization, applications for original admission to transact business, applications for reinstatement of limited liability companies, and report of penalty-return to good standing shall be by money order, certified check, cashier's check or a check drawn on the account of an Illinois licensed attorney or certified public accountant, payable to the "Secretary of State" or by credit card, a debit card or an electronic funds transfer.  All other payments may be made by an entity check, payable to the "Secretary of State."  Any check that is returned by the bank to the Secretary of State's Office for any reason will immediately void the transaction for which it was intended and the Secretary of State will treat the filing event as never occurring.

 

(Source:  Amended at 32 Ill. Reg. 12046, effective July 16, 2008)

 

Section 178.60  Refunds

 

A refund of any fee paid to the Department shall be made only in cases of duplicate filings or overpayment of fees, or upon compliance with Section 5-48 of the Limited Liability Company Act.

 

(Source:  Amended at 42 Ill. Reg. 9550, effective May 24, 2018)

 

Section 178.65  New Practices and Technologies

 

The Secretary of State is authorized to adopt practices and procedures to accomplish receipt, processing, maintenance, retrieval and transmission of, and remote access to, LLCA filing data by means of electronic, voice, optical and/or other technologies, and without limiting the foregoing, to maintain and operate, in addition to or in lieu of a paper-based system, a non-paper-based filing system utilizing any such technologies.

 

(Source:  Added at 30 Ill. Reg. 12969, effective July 11, 2006)

 

Section 178.70  Extension of Filing Deadlines

 

Filing of Organizational Documents, Annual Reports, and Other Business Entity Materials

 

a)         All organizational documents, annual reports, and other business entity materials required to be filed with the Secretary of State pursuant to Chapter 805 of the Illinois Compiled Statutes shall be filed with the Business Services Department, Howlett Building, Room 350, Springfield IL 62756 or 69 West Washington, Suite 1240, Chicago IL 60602.

 

b)         Pursuant to the powers vested in him by Section 5(7) of the Secretary of State Act, the Secretary of State hereby extends for the duration of the disaster proclaimed by the Governor in Gubernatorial Proclamation number 2020-038, issued on March 9, 2020, as extended by subsequent proclamations, and for a period of 90 days thereafter, the filing deadlines for materials required to be filed with the Secretary of State pursuant to Chapter 805 of the Illinois Compiled Statutes and that were due to be filed on or after March 17, 2020.  This extension period may be rescinded by the Secretary of State through the adoption of an emergency rule.  Business organizations are required to pay the statutory amounts to the Secretary of State when materials are filed, including penalties, filing fees, and other charges required to be paid, without regard to the application of the filing extension deadline of this Section.

 

c)         Pursuant to the terms of Executive Order 2020-39, as extended by Executive Order 2020-44, and as may be further extended by subsequent Executive Orders, the provisions of Section 55-5 of the Limited Liability Company Act of 1986 (LLCA) that require the Secretary of State to, within 10 days after any of the documents subject to Section 55-5 are delivered to the Secretary for filing, give written notice of his or her disapproval of the documents are suspended for the duration of the disaster proclaimed in Gubernatorial Proclamation 2020-44, as extended, and for 30 days thereafter. During this period of suspension, the Secretary shall process these documents as expeditiously as possible.

 

d)         Pursuant to the terms of Executive Order 2020-39, as extended by Executive Order 2020-44, and as may be further extended by subsequent Executive Orders, the provisions of Section 50-50 of the LLCA that require the Secretary of State to provide expedited services upon request are suspended for the duration of the disaster proclaimed in the Gubernatorial Proclamation 2020-44, as extended, and for 30 days thereafter. During this period of suspension, the Secretary shall process the expedited documents within 24 hours or as soon as possible thereafter. For purposes of filing dates, the date the document was submitted for filing will be the document's filing date.

 

(Source:  Amended at 45 Ill. Reg. 7162, effective May 28, 2021)

 

Section 178.100  Availability of Names:  Statutory Requirements and Placement of Suffix

 

A proposed limited liability company name shall comply with the applicable provisions of the LLCA.  The term "Limited Liability Company", "L.L.C.",  "LLC", or the like, as used in Section 1-10(a) of the LLCA, must be placed at the end of the company name.

 

(Source:  Amended at 46 Ill. Reg. 14358, effective July 27, 2022)

 

Section 178.105  Preliminary Determination of Availability

 

Requests for searches of the records of the Secretary of State, Department of Business Services, Limited Liability Company Division, for a preliminary determination of the availability of a proposed name will only be accepted through the Springfield office of the Department.  Requests may be made over the counter, by letter, or by telephone and will be answered by the same however, no more than three searches may be requested by a single telephone call.  A preliminary determination of availability shall be informational only and shall not be deemed a final determination for any purpose.

 

Section 178.110  Final Determination of Availability

 

A final determination whether a proposed name is available as a limited liability company name shall be made only upon payment of the proper fees as listed in Section 5-10 of the Act and the submission of a document required to be filed with the Secretary of State, stamped and filed with the Department of Business Services, Limited Liability Company Division.

 

Section 178.115  Response as to Basis of Unavailability

 

Any final determination or any preliminary determination under this Subpart that indicates a proposed name is unavailable shall specify a reason therefor when a document has been properly submitted or when a request in writing has been made, and has specifically requested that a reason for unavailability be stated.  Only one reason for unavailability need be stated and, when appropriate, only one conflicting name need be set forth.  Any stated reason for unavailability made with respect to a preliminary determination shall be informational only and shall not be deemed a final determination for any purpose.

 

Section 178.120  Reconsideration Procedure

 

An applicant may request reconsideration of a final determination that a proposed name is unavailable, by making a written request addressed to the Director, Room 328, Howlett Building, Springfield, Illinois 62756.  The applicant shall attach to this request a copy of the written final determination rejecting the name, and shall include a statement of the reasons upon which the applicant seeks approval of the name.  The applicant may include material in support of the request for reconsideration.  This reconsideration procedure shall not apply to any request for preliminary determination of availability.  Only after the Director's determination of unavailability shall an applicant be entitled to a hearing.

 

Section 178.125  Effect of Final Determination

 

A final determination under this Subpart that a limited liability company name is available is concerned solely with the administrative convenience of the Department of Business Service, Limited Liability Company Division and does not warrant the name selected or guarantee the unqualified use of the name without regard to the rights of other parties.  The Secretary of State does not pass upon the legality of a limited company name by merely permitting organization, qualification, reservation or registration under a name.  A final determination of limited liability company name unavailability shall not be based on deceptiveness, confusing similarity or other such considerations derived from unfair competition and trademark law.

 

Section 178.130  Standards – Conflicting Names

 

A limited liability company name shall be distinguishable upon the record of the Secretary of State, Department of Business Services, Limited Liability Company Division, from the limited liability company name or any assumed limited liability company name of any domestic or foreign limited liability company or domestic or foreign corporation name or assumed name in existence and on record or from any name reserved or registered.

 

(Source:  Amended at 27 Ill. Reg. 8884, effective May 19, 2003)

 

Section 178.135  Distinguishable – Defined

 

A limited liability company name is distinguishable when containing a difference from other names on the record.  A difference exists when the limited liability company name distinguishability is recognizable by the Secretary of State or his/her designee.

 

(Source:  Amended at 31 Ill. Reg. 8553, effective June 15, 2007)

 

Section 178.140  Matters Not Considered

 

Only the proposed name and the names of active limited liability companies or corporations (limited liability companies or corporations that have not been dissolved or revoked) are considered in determining name availability.  Among the matters not considered are:

 

a)         the purpose, location or relative size of the business;

 

b)         the intent of the applicant;

 

c)         any consent by a limited liability company or corporation bearing a similar title;

 

d)         the names of other unincorporated entities;

 

e)         the common law or statutory law of unfair competition, unfair trade practices, trade marks, trade names, service marks, service names, copyrights or any other right to the exclusive use of names or symbols;

 

f)         the names of limited liability companies or corporations not on record with the Secretary of State;

 

g)         whether the public may be likely to be deceived or misled by the resemblance of the proposed name to the name of other limited liability companies or corporations;

 

h)         whether an existing limited liability company or corporation may possibly be injured by a resemblance of the proposed name;

 

i)          any criteria of sound, including, but not limited to, phonetics derived from deliberate misspelling or otherwise.

 

(Source:  Amended at 31 Ill. Reg. 8553, effective June 15, 2007)

 

Section 178.145  Differences

 

Limited liability company names are deemed not to be distinguishable when a comparison of the names reveals no difference except for:

 

a)         one or more of the following:  limited liability company, LLC, L.L.C., corporation, company, incorporated, limited, or an abbreviation thereof, regardless of where in the name such may appear;

 

b)         the inclusion or omission of punctuation, articles of speech, conjunctions, contractions (or symbols thereof), or a letter or letters;

 

c)         an abbreviation versus a spelling out of a word, a different tense of a word, or the use of the singular as opposed to the plural of a word.

                       

(Source:  Amended at 32 Ill. Reg. 12046, effective July 16, 2008)

 

Section 178.150  Surnames

 

A surname shall be considered a "word".  Where a limited liability company name consists of a surname without a given name or initials, it is treated in the same manner as other words for application of this Subpart.  A person may use his or her own name in a limited liability company name, but the limited liability company name must still be distinguishable from other limited liability company names.

 

Section 178.155  Alphabet Names

 

Where a name or portion of a name consists of initials only or letters of the alphabet, the combination of initials or letters of the alphabet will be treated as a "word" in the same manner as other words for application of this Subpart.

 

Section 178.160  Government Affiliation

 

No name may falsely imply governmental affiliation.

 

Section 178.165  Restricted and Professional Words

 

a)         Words which are subject to restrictions on their use in a limited liability company name include, but are not limited to, the following and any variation thereof:  Insurance, Surety, Underwriters, Bank, Bankers, Banking, or any licensed professional services.

 

b)         However, "Bank", "Banker", or "Banking" may be used in a limited liability company name if, at the time of filing of the articles of organization, application for admission by a foreign limited liability company, or an amendment to either of these documents to change the limited liability company name, the limited liability company shall give the Department a letter signed by the Director of Financial and Professional Regulation-Division of Banking or a designee granting permission to use these words, pursuant to the standard set forth in Section 46 of the Illinois Banking Act [205 ILCS 5/46].

 

1)         The limited liability company using any of these aforementioned words must not be engaged in the banking business, but may be a bank holding company.

 

2)         The use of these words shall be allowed if the limited liability company is not conducting financial business and the otherwise prohibited word is a person's proper name, e.g. "Robert Banks".

 

c)         The Department will prohibit the organization of limited liability companies which seek to use names or have purposes which violate the Act.  This prohibition does not apply to names or purposes specifically authorized by these rules.

 

(Source:  Amended at 29 Ill. Reg. 19699, effective November 28, 2005)

 

Section 178.170  Acceptable Characters of Print

 

The limited liability company name must consist of letters of the English alphabet, Arabic or Roman numerals, and/or symbols capable of being readily reproduced by the Office of the Secretary of State [805 ILCS 5/4.05].

 

a)         Letters of the English alphabet include upper case or capital letters only; no distinction as to type face or font is recognized.

 

b)         Arabic numerals include:  0, 1, 2, 3, 4, 5, 6, 7, 8, 9

 

c)         Roman numerals characters include:  I, V, X, L, C, D, M

 

d)         Symbols recognized by the Secretary of State include:  @   #   $   %   &   * (   )   _ +   =   :   "   ;    /   ?   ,   .

 

(Source:  Amended at 20 Ill. Reg. 7050, effective May 8, 1996) 

 

Section 178.175  Invalidity

 

If any provision of this Part shall be held by a court of competent jurisdiction to be invalid, such holding shall not affect validity of the remaining provisions thereof.

 

Section 178.180  Assumed Names

 

a)         A limited liability company may adopt, change, renew or cancel its assumed name by filing an application with the Department and paying the fee as prescribed in Section 5-10 of the LLCA.  The application shall contain the following required information:  the name of the limited liability company, the file number, and the assumed name to be adopted, changed, renewed or cancelled.

 

b)         The application to adopt, change, or cancel an assumed name shall be on a separate form from the application to renew an assumed name.

 

(Source:  Amended at 32 Ill. Reg. 12046, effective July 16, 2008)

 

Section 178.185  Foreign LLC with Prohibited Name

 

a)         A foreign LLC that has a name prohibited by this Part may be admitted to transact business in this State, if the foreign LLC:

 

1)         Elects to adopt an assumed name or names, in accordance with Section 178.180 of this Part, that complies with provisions of Section 1-10(a)(1) of the LLCA; and

 

2)         Agrees in its application for admission to transact business in this State only under such assumed name or names; and

 

3)         Maintains the foreign assumed name on the records of the Office of the Secretary of State or the company becomes subject to revocation of its admission.

 

b)         Failure to comply with subsections (a)(1) through (3) subjects the foreign LLC to revocation of its admission or its authority to transact business in this State.

 

(Source:  Amended at 46 Ill. Reg. 14358, effective July 27, 2022)

 

Section 178.190  Improper Names

 

The limited liability company name or assumed limited liability company name shall not contain any word or words that create a connotation that is offensive to good taste and decency.  By way of example only, prohibited words and phrases include, but are not limited to, profanity, those that are likely to be considered slurs based on race, ethnicity, sexual orientation or gender, or those that otherwise defame a person or group of persons.  The provisions of this Section shall apply regardless of whether the name or assumed name of the limited liability company is stated in English or some other language.

 

(Source:  Amended at 32 Ill. Reg. 12046, effective July 16, 2008)