ILCS » Chapter 805 · Act 180
Illinois Compiled Statutes

805 ILCS 180/45-45 (2026)

Transaction of business without admission

✓ current as of May 2026
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(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.)

    
Notes of Decisions
Cited in 6 cases, 2014–2017 · leading case: First Mortg. Co. v. Dina, 2014 IL App (2d) 130567 (Ill. App. Ct. 2014).
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First Mortg. Co. v. Dina, 2014 IL App (2d) 130567 (Ill. App. Ct. 2014). “They further assert that, as an unregistered LLC, plaintiff was barred by section 45-45 of the LLC Act (805 ILCS 180/45-45 (West 2010)) from bringing any civil action in Illinois.”
First Mortg. Co. v. Dina, 2014 IL App (2d) 130567 (Ill. App. Ct. 2014). “They further assert that, as an unregistered LLC, plaintiff was barred by section 45-45 of the LLC Act (805 ILCS 180/45-45 (West 2010)) from bringing any civil action in Illinois.”
Olive Portfolio Alpha, LLC v. 116 West Hubbard Street, LLC, 2017 IL App (1st) 1160357 (Ill. App. Ct. 2017). · cites it 2× “’ 805 ILCS 180/45-45(a).” ¶ 40 The complete text of section 45-45(a) of the Limited Liability Company Act provides “[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…”
Olive Portfolio Alpha, LLC v. 116 West Hubbard Street, LLC, 2017 IL App (1st) 1160357 (Ill. App. Ct. 2017). · cites it 2× “’ 805 ILCS 180/45-45(a).” ¶ 40 The complete text of section 45-45(a) of the Limited Liability Company Act provides “[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…”
First Mortg. Co., LLC v. Dina, 2014 IL App (2d) 130567 (Ill. App. Ct. 2014). “They further assert that, as an unregistered LLC, plaintiff was barred by section 45-45 of the LLC Act (805 ILCS 180/45-45 (West 2010)) from bringing any civil action in Illinois.”
First Mortg. Co., LLC v. Dina, 2014 IL App (2d) 130567 (Ill. App. Ct. 2014). “They further assert that, as an unregistered LLC, plaintiff was barred by section 45-45 of the LLC Act (805 ILCS 180/45-45 (West 2010)) from bringing any civil action in Illinois.”
— 805 ILCS 180/45-45(a) — 2 cases
Olive Portfolio Alpha, LLC v. 116 West Hubbard Street, LLC, 2017 IL App (1st) 1160357 (Ill. App. Ct. 2017). “’ 805 ILCS 180/45-45(a).” ¶ 40 The complete text of section 45-45(a) of the Limited Liability Company Act provides “[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…”
Olive Portfolio Alpha, LLC v. 116 West Hubbard Street, LLC, 2017 IL App (1st) 1160357 (Ill. App. Ct. 2017). “’ 805 ILCS 180/45-45(a).” ¶ 40 The complete text of section 45-45(a) of the Limited Liability Company Act provides “[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…”
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