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At the time of account opening, business accounts are verified through the Illinois Secretary of State’s website. We obtain proof that the entity is registered and that its status is valid. Are we required to check that our business customers also maintain their business registrations on an ongoing basis with the Secretary of State? – IBA Compliance Connection

IBA Compliance Connection

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At the time of account opening, business accounts are verified through the Illinois Secretary of State’s website. We obtain proof that the entity is registered and that its status is valid. Are we required to check that our business customers also maintain their business registrations on an ongoing basis with the Secretary of State?

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No, we are not aware of any law or regulation requiring your bank to determine whether a business customer is in good standing with the Illinois Secretary of State or the secretary of state of any other state.

It is common, however, for commercial account agreements to require a commercial customer to remain in good standing under applicable laws. Our impression is that while most depository institutions do not actively monitor the legal status of their commercial customers, when they do discover a problem with the legal status of a commercial customer, they bring that issue to the customer’s attention. In most cases, the customer quickly resolves the issue. 

In Illinois and certain other states, if a business is involuntarily dissolved (for failing to pay a filing fee, for example), its legal status can be reinstated by resolving the problem that caused the dissolution, and the business will be deemed to have continued in existence throughout the period of dissolution as if it had never been dissolved. In addition, claims against a dissolved business that is not reinstated remain valid for a period of years after the dissolution.

For resources related to our guidance, please see:

  • Illinois Business Corporation Act of 1983, 805 ILCS 5/12.45(d) (Effect of reinstatement following involuntary dissolution); 805 ILCS 5/12.80 (Survival of remedy after dissolution)

  • Illinois Limited Liability Company Act, 805 ILCS 180/35-40(d) (Effect of reinstatement following involuntary dissolution); 805 ILCS 180/25-50 (Other claims against dissolved limited liability company)