Illinois § 35-40

§ 35-40.

Reinstatement following administrative dissolution. (a) A limited liability company administratively dissolved under Section 35-25 may be reinstated by the Secretary of State following the date of issuance of the notice of dissolution 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 by the limited liability company 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 dissolution. (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 dissolution. (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 dissolution is properly reported under Section 1-35 of this Act. (c) When a dissolved 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 limited liability company existence shall be deemed to have continued without interruption from the date of the issuance of the notice of dissolution, and the limited liability company shall stand revived with the powers, duties, and obligations as if it had not been dissolved; and 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 dissolution, 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 administrative dissolution by reason of the fact that the limited liability company was administratively dissolved at the time the debts or liabilities were incurred. (Source: P.A. 98-776, eff. 1-1-15; 99-78, eff. 7-20-15.)