Illinois General Assembly - Full Text of HB2963
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Full Text of HB2963  100th General Assembly

HB2963enr 100TH GENERAL ASSEMBLY



 


 
HB2963 EnrolledLRB100 11268 JLS 21604 b

1    AN ACT concerning corporations.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4
ARTICLE 1.
5
GENERAL PROVISIONS

 
6    Section 101. Short title. This Act may be cited as the
7Entity Omnibus Act.
 
8    Section 102. Definitions. In this Act:
9    "Approve" means, in the case of an entity, for its
10governors and interest holders to take whatever steps are
11necessary under its organic rules, organic law, and other law
12to:
13        (1) propose a transaction subject to this Act;
14        (2) adopt and approve the terms and conditions of the
15    transaction; and
16        (3) conduct any required proceedings or otherwise
17    obtain any required votes or consents of the governors or
18    interest holders.
19    "Business corporation" means a corporation whose internal
20affairs are governed by the Business Corporation Act of 1983 or
21a similar Act in the jurisdiction of organization.
22    "Conversion" means a transaction authorized by Article 2.

 

 

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1    "Converted entity" means the converting entity as it
2continues in existence after a conversion.
3    "Converting entity" means the domestic entity that
4approves a plan of conversion pursuant to Section 203 or the
5foreign entity that approves a conversion pursuant to the law
6of its jurisdiction of organization.
7    "Domestic entity" means an entity whose internal affairs
8are governed by the law of this State.
9    "Domesticated entity" means the domesticating entity as it
10continues in existence after a domestication.
11    "Domesticating entity" means the domestic entity that
12approves a plan of domestication pursuant to Section 303 or the
13foreign entity that approves a domestication pursuant to the
14law of its jurisdiction of organization.
15    "Domestication" means a transaction authorized by Article
163.
17    "Entity" means:
18        (1) a business corporation;
19        (2) a medical corporation;
20        (3) a nonprofit corporation;
21        (4) a professional service corporation;
22        (5) a general partnership, including a limited
23    liability partnership;
24        (6) a limited partnership, including a limited
25    liability limited partnership; and
26        (7) a limited liability company.

 

 

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1    "Filing entity" means an entity that is created by the
2filing of an organizing document with the Secretary of State.
3    "Foreign entity" means an entity other than a domestic
4entity.
5    "General partnership" means a partnership whose internal
6affairs are governed by the Uniform Partnership Act (1997) or a
7similar Act in the jurisdiction of organization.
8    "Governance interest" means the right under the organic law
9or organic rules of an entity, other than as a governor, agent,
10assignee, or proxy, to:
11        (1) receive or demand access to information
12    concerning, or the books and records of, the entity;
13        (2) vote for the election of the governors of the
14    entity; or
15        (3) receive notice of or vote on any or all issues
16    involving the internal affairs of the entity.
17    "Governor" means a person by or under whose authority the
18powers of an entity are exercised and under whose direction the
19business and affairs of the entity are managed pursuant to the
20organic law and organic rules of the entity.
21    "Interest" means:
22        (1) a governance interest in an unincorporated entity;
23        (2) a transferable interest in an unincorporated
24    entity; or
25        (3) a share or membership in a corporation.
26    "Interest holder" means a direct holder of an interest.

 

 

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1    "Interest holder liability" means:
2        (1) personal liability for a liability of an entity
3    that is imposed on a person:
4            (a) solely by reason of the status of the person as
5        an interest holder; or
6            (b) by the organic rules of the entity pursuant to
7        a provision of the organic law authorizing the organic
8        rules to make one or more specified interest holders or
9        categories of interest holders liable in their
10        capacity as interest holders for all or specified
11        liabilities of the entity; or
12        (2) an obligation of an interest holder under the
13    organic rules of an entity to contribute to the entity.
14    "Jurisdiction of organization of an entity" means the
15jurisdiction whose law includes the organic law of the entity.
16    "Limited partnership" means a partnership whose internal
17affairs are governed by the Uniform Limited Partnership Act
18(2001) or a similar Act in the jurisdiction of organization.
19    "Limited liability company" means a company whose internal
20affairs are governed by the Limited Liability Company Act or a
21similar Act in the jurisdiction of organization.
22    "Medical corporation" means a corporation whose internal
23affairs are governed by the Medical Corporation Act or a
24similar Act in the jurisdiction of organization.
25    "Nonprofit corporation" means a corporation whose internal
26affairs are governed by General Not For Profit Corporation Act

 

 

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1of 1986 or a similar Act in the jurisdiction of organization.
2    "Organic law" means the statutes, if any, other than this
3Act, governing the internal affairs of an entity.
4    "Organic rules" means the public organic document and
5private organic rules of an entity.
6    "Person" means an individual, corporation, estate, trust,
7partnership, limited liability company, business or similar
8trust, association, joint venture, public corporation,
9government, or governmental subdivision, agency, or
10instrumentality, or any other legal or commercial entity.
11    "Plan" means a plan of conversion or domestication.
12    "Professional service corporation" means a corporation
13whose internal affairs are governed by the Professional Service
14Corporation Act or a similar Act in the jurisdiction of
15organization.
16    "Private organic rules" means the rules, whether or not in
17a record, that govern the internal affairs of an entity, are
18binding on all of its interest holders, and are not part of its
19public organic document.
20    "Protected agreement" means:
21        (1) a record evidencing indebtedness and any related
22    agreement in effect on the effective date of this Act;
23        (2) an agreement that is binding on an entity on the
24    effective date of this Act;
25        (3) the organic rules of an entity in effect on the
26    effective date of this Act; or

 

 

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1        (4) an agreement that is binding on any of the
2    governors or interest holders of an entity on the effective
3    date of this Act.
4    "Public organic document" means the public record, the
5filing of which creates an entity, and any amendment to or
6restatement of that record.
7    "Qualified foreign entity" means a foreign entity that is
8authorized to transact business in this State pursuant to a
9filing with the Secretary of State.
10    "Record" means information that is inscribed on a tangible
11medium or that is stored in an electronic or other medium and
12is retrievable in perceivable form.
13    "Secretary of State" means the governmental entity
14responsible for accepting and acting on the filing of
15organizational documents of an entity.
16    "Sign" means, with present intent to authenticate or adopt
17a record:
18        (1) to execute or adopt a tangible symbol; or
19        (2) to attach to or logically associate with the record
20    an electronic sound, symbol, or process.
 
21    Section 103. Relationship of Act to other laws.
22    (a) Unless displaced by particular provisions of this Act,
23the principles of law and equity supplement this Act.
24    (b) This Act does not authorize an act prohibited by, and
25does not affect, the application or requirements of law, other

 

 

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1than this Act.
2    (c) A transaction effected under this Act may not create or
3impair any right or obligation on the part of a person under a
4provision of the law of this State other than this Act relating
5to a transaction involving a converting or domesticating entity
6unless:
7        (1) in the event the entity does not survive the
8    transaction, the transaction satisfies any requirements of
9    the provision; or
10        (2) in the event the entity survives the transaction,
11    the approval of the plan is by a vote of the interest
12    holders or governors which would be sufficient to create or
13    impair the right or obligation directly under the
14    provision.
 
15    Section 104. Required notice or approval.
16    (a) A domestic or foreign entity that is required to give
17notice to, or obtain the approval of, a governmental agency or
18officer in order to be a party to a merger must give the notice
19or obtain the approval in order to be a party to a conversion
20or domestication.
21    (b) Property held for a charitable purpose under the law of
22this State by a domestic or foreign entity immediately before a
23transaction under this Act becomes effective may not, as a
24result of the transaction, be diverted from the objects for
25which it was donated, granted, or devised unless, to the extent

 

 

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1required by or pursuant to the law of this State concerning cy
2pres or other law dealing with nondiversion of charitable
3assets, the entity obtains an appropriate order of court or
4approval by the Office of the Attorney General specifying the
5disposition of the property.
 
6    Section 105. Status of filing. A filing under this Act
7signed by a domestic entity becomes part of the public organic
8document of the entity if the entity's organic law provides
9that similar filings under that law become part of the public
10organic document of the entity.
 
11    Section 106. Nonexclusivity. The fact that a transaction
12under this Act produces a certain result does not preclude the
13same result from being accomplished in any other manner
14permitted by law other than this Act.
 
15    Section 107. Reference to external facts. A plan may refer
16to facts ascertainable outside of the plan if the manner in
17which the facts will operate upon the plan is specified in the
18plan. The facts may include the occurrence of an event or a
19determination or action by a person, whether or not the event,
20determination, or action is within the control of a party to
21the transaction.
 
22    Section 108. Alternative means of approval of

 

 

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1transactions. Except as otherwise provided in the organic law
2or organic rules of a domestic entity, approval of a
3transaction under this Act by the unanimous vote or consent of
4its interest holders satisfies the requirements of this Act for
5approval.
 
6    Section 109. Appraisal rights.
7    (a) An interest holder of a domestic converting or
8domesticating entity is entitled to appraisal rights in
9connection with the transaction if the interest holder would
10have been entitled to appraisal rights under the entity's
11organic law in connection with a merger in which the interest
12of the interest holder was changed, converted, or exchanged
13unless:
14        (1) the organic law permits the organic rules to limit
15    the availability of appraisal rights; and
16        (2) the organic rules provide such a limit.
17    (b) An interest holder of a domestic converting or
18domesticating entity is entitled to contractual appraisal
19rights in connection with a transaction under this Act to the
20extent provided:
21        (1) in the entity's organic rules;
22        (2) in the plan; or
23        (3) in the case of a business corporation, by action of
24    its governors.
25    (c) If an interest holder is entitled to contractual

 

 

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1appraisal rights under subsection (b) and the entity's organic
2law does not provide procedures for the conduct of an appraisal
3rights proceeding, Section 11.65 of the Business Corporation
4Act of 1983 applies to the extent practicable or as otherwise
5provided in the entity's organic rules or the plan.
 
6
ARTICLE 2.
7
CONVERSION

 
8    Section 201. Conversion authorized.
9    (a) By complying with this Article, a domestic entity may
10become:
11        (1) a domestic entity of a different type; or
12        (2) a foreign entity of a different type, if the
13    conversion is authorized by the law of the foreign
14    jurisdiction.
15    (b) By complying with the provisions of this Article
16applicable to foreign entities, a foreign entity may become a
17domestic entity of a different type if the conversion is
18authorized by the law of the foreign entity's jurisdiction of
19organization.
20    (c) If a protected agreement contains a provision that
21applies to a merger of a domestic entity, but does not refer to
22a conversion, the provision applies to a conversion of the
23entity as if the conversion were a merger until the provision
24is amended after the effective date of this Act.
 

 

 

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1    Section 202. Plan of conversion.
2    (a) A domestic entity may convert to a different type of
3entity under this Article by approving a plan of conversion.
4The plan must be in a record and contain:
5        (1) the name and type of the converting entity;
6        (2) the name, jurisdiction of organization, and type of
7    the converted entity;
8        (3) the manner of converting the interests in the
9    converting entity into interests, securities, obligations,
10    rights to acquire interests or securities, cash, or other
11    property, or any combination of the foregoing;
12        (4) the proposed public organic document of the
13    converted entity if it will be a filing entity;
14        (5) the full text of the private organic rules of the
15    converted entity that are proposed to be in a record;
16        (6) the other terms and conditions of the conversion;
17    and
18        (7) any other provision required by the law of this
19    State or the organic rules of the converting entity.
20    (b) A plan of conversion may contain any other provision
21not prohibited by law.
 
22    Section 203. Approval of conversion.
23    (a) A plan of conversion is not effective unless it has
24been approved:

 

 

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1        (1) by a domestic converting entity:
2            (A) in accordance with the requirements, if any, in
3        its organic rules for approval of a conversion;
4            (B) if its organic rules do not provide for
5        approval of a conversion, in accordance with the
6        requirements, if any, in its organic law and organic
7        rules for approval of:
8                (i) in the case of an entity that is not a
9            business corporation, a merger, as if the
10            conversion were a merger; or
11                (ii) in the case of a business corporation, a
12            merger requiring approval by a vote of the interest
13            holders of the business corporation, as if the
14            conversion were that type of merger; or
15            (C) if neither its organic law nor organic rules
16        provide for approval of a conversion or a merger
17        described in subparagraph (B)(ii), by all of the
18        interest holders of the entity entitled to vote on or
19        consent to any matter; and
20        (2) in a record, by each interest holder of a domestic
21    converting entity that will have interest holder liability
22    for liabilities that arise after the conversion becomes
23    effective, unless, in the case of an entity that is not a
24    business or nonprofit corporation:
25            (A) the organic rules of the entity provide in a
26        record for the approval of a conversion or a merger in

 

 

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1        which some or all of its interest holders become
2        subject to interest holder liability by the vote or
3        consent of fewer than all of the interest holders; and
4            (B) the interest holder voted for or consented in a
5        record to that provision of the organic rules or became
6        an interest holder after the adoption of that
7        provision.
8    (b) A conversion of a foreign converting entity is not
9effective unless it is approved by the foreign entity in
10accordance with the law of the foreign entity's jurisdiction of
11organization.
 
12    Section 204. Amendment or abandonment of plan of
13conversion.
14    (a) A plan of conversion of a domestic converting entity
15may be amended:
16        (1) in the same manner as the plan was approved, if the
17    plan does not provide for the manner in which it may be
18    amended; or
19        (2) by the governors or interest holders of the entity
20    in the manner provided in the plan, but an interest holder
21    that was entitled to vote on or consent to approval of the
22    plan of conversion is entitled to vote on or consent to any
23    amendment of the plan that will change:
24            (A) the amount or kind of interests, securities,
25        obligations, rights to acquire interests or

 

 

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1        securities, cash, or other property, or any
2        combination of the foregoing, to be received by any of
3        the interest holders of the converting entity under the
4        plan;
5            (B) the public organic document or private organic
6        rules of the converted entity that will be in effect
7        immediately after the conversion becomes effective,
8        except for changes that do not require approval of the
9        interest holders of the converted entity under its
10        organic law or organic rules; or
11            (C) any other terms or conditions of the plan, if
12        the change would adversely affect the interest holder
13        in any material respect.
14    (b) After a plan of conversion has been approved by a
15domestic converting entity and before a statement of conversion
16becomes effective, the plan may be abandoned:
17        (1) as provided in the plan; or
18        (2) unless prohibited by the plan, in the same manner
19    as the plan was approved.
20    (c) If a plan of conversion is abandoned after a statement
21of conversion has been filed with the Secretary of State and
22before the filing becomes effective, a statement of
23abandonment, signed on behalf of the entity, must be filed with
24the Secretary of State before the time the statement of
25conversion becomes effective. The statement of abandonment
26takes effect upon filing, and the conversion is abandoned and

 

 

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1does not become effective. The statement of abandonment must
2contain:
3        (1) the name of the converting entity;
4        (2) the date on which the statement of conversion was
5    filed; and
6        (3) a statement that the conversion has been abandoned
7    in accordance with this Section.
 
8    Section 205. Statement of conversion; effective date.
9    (a) A statement of conversion must be signed on behalf of
10the converting entity and filed with the Secretary of State.
11    (b) A statement of conversion must contain:
12        (1) the name and type of the converting entity;
13        (2) the name and type of the converted entity;
14        (3) if the statement of conversion is not to be
15    effective upon filing, the later date and time on which it
16    will become effective, which may not be more than 90 days
17    after the date of filing;
18        (4) a statement that the plan of conversion was
19    approved in accordance with this Article;
20        (5) the text of the converted entity's public organic
21    document, as an attachment, signed by a person authorized
22    by the entity; and
23        (6) if the converted entity is a domestic limited
24    liability partnership, the text of its statement of
25    qualification, as an attachment, signed by a person

 

 

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1    authorized by the entity.
2    (c) In addition to the requirements of subsection (b), a
3statement of conversion may contain any other provision not
4prohibited by law.
5    (d) If the converted entity is a domestic entity, its
6public organic document, if any, must satisfy the requirements
7of the law of this State and may omit any provision that is not
8required to be included in a restatement of the public organic
9document.
10    (e) A plan of conversion that is signed on behalf of a
11domestic converting entity and meets all of the requirements of
12subsection (b) may be filed with the Secretary of State instead
13of a statement of conversion and upon filing has the same
14effect. If a plan of conversion is filed as provided in this
15subsection, references in this Act to a statement of conversion
16refer to the plan of conversion filed under this subsection.
17    (f) A statement of conversion becomes effective upon the
18date and time of filing or the later date and time specified in
19the statement of conversion.
 
20    Section 206. Effect of conversion.
21    (a) When a conversion becomes effective:
22        (1) the converted entity is:
23            (A) organized under and subject to the organic law
24        of the converted entity; and
25            (B) the same entity without interruption as the

 

 

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1        converting entity, even though the organic law of the
2        converted entity may require the name of the converted
3        entity may be modified based on the type of entity;
4        (2) all property of the converting entity continues to
5    be vested in the converted entity without assignment,
6    reversion, or impairment;
7        (3) all liabilities of the converting entity continue
8    as liabilities of the converted entity;
9        (4) except as provided by law other than this Act or
10    the plan of conversion, all of the rights, privileges,
11    immunities, powers, and purposes of the converting entity
12    remain in the converted entity;
13        (5) the name of the converted entity may be substituted
14    for the name of the converting entity in any pending action
15    or proceeding;
16        (6) if a converted entity is a filing entity, its
17    public organic document is effective and is binding on its
18    interest holders;
19        (7) if the converted entity is a limited liability
20    partnership, its statement of qualification is effective
21    simultaneously;
22        (8) the private organic rules of the converted entity
23    that are to be in a record, if any, approved as part of the
24    plan of conversion are effective and are binding on and
25    enforceable by:
26            (A) its interest holders; and

 

 

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1            (B) in the case of a converted entity that is not a
2        business corporation or nonprofit corporation, any
3        other person that is a party to an agreement that is
4        part of the entity's private organic rules; and
5        (9) the interests in the converting entity are
6    converted, and the interest holders of the converting
7    entity are entitled only to the rights provided to them
8    under the plan of conversion and to any appraisal rights
9    they have under Section 109 and the converting entity's
10    organic law.
11    (b) Except as otherwise provided in the organic law or
12organic rules of the converting entity, the conversion does not
13give rise to any rights that an interest holder, governor, or
14third party would otherwise have upon a dissolution,
15liquidation, or winding-up of the converting entity.
16    (c) When a conversion becomes effective, a person that did
17not have interest holder liability with respect to the
18converting entity and that becomes subject to interest holder
19liability with respect to a domestic entity as a result of a
20conversion has interest holder liability only to the extent
21provided by the organic law of the entity and only for those
22liabilities that arise after the conversion becomes effective.
23    (d) When a conversion becomes effective:
24        (1) the conversion does not discharge any interest
25    holder liability under the organic law of a domestic
26    converting entity to the extent the interest holder

 

 

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1    liability arose before the conversion became effective;
2        (2) a person does not have interest holder liability
3    under the organic law of a domestic converting entity for
4    any liability that arises after the conversion becomes
5    effective;
6        (3) the organic law of a domestic converting entity
7    continues to apply to the release, collection, or discharge
8    of any interest holder liability preserved under paragraph
9    (1) as if the conversion had not occurred; and
10        (4) a person has whatever rights of contribution from
11    any other person as are provided by the organic law or
12    organic rules of the domestic converting entity with
13    respect to any interest holder liability preserved under
14    paragraph (1) as if the conversion had not occurred.
15    (e) When a conversion becomes effective, a foreign entity
16that is the converted entity:
17        (1) may be served with process in this State for the
18    collection and enforcement of any of its liabilities; and
19        (2) appoints the Secretary of State as its agent for
20    service of process for collecting or enforcing those
21    liabilities.
22    (f) If the converting entity is a qualified foreign entity,
23the certificate of authority or other foreign qualification of
24the converting entity is canceled when the conversion becomes
25effective.
26    (g) A conversion does not require the entity to wind up its

 

 

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1affairs and does not constitute or cause the dissolution of the
2entity.
 
3
ARTICLE 3.
4
DOMESTICATION

 
5    Section 301. Domestication authorized.
6    (a) Except as otherwise provided in this Section, by
7complying with this Article, a domestic entity may become a
8domestic entity of the same type in a foreign jurisdiction if
9the domestication is authorized by the law of the foreign
10jurisdiction.
11    (b) Except as otherwise provided in this Section, by
12complying with the provisions of this Article applicable to
13foreign entities a foreign entity may become a domestic entity
14of the same type in this State if the domestication is
15authorized by the law of the foreign entity's jurisdiction of
16organization.
17    (c) When the term domestic entity is used in this Article
18with reference to a foreign jurisdiction, it means an entity
19whose internal affairs are governed by the law of the foreign
20jurisdiction.
21    (d) If a protected agreement contains a provision that
22applies to a merger of a domestic entity but does not refer to
23a domestication, the provision applies to a domestication of
24the entity as if the domestication were a merger until the

 

 

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1provision is amended after the effective date of this Act.
 
2    Section 302. Plan of domestication.
3    (a) A domestic entity may become a foreign entity in a
4domestication by approving a plan of domestication. The plan
5must be in a record and contain:
6        (1) the name and type of the domesticating entity;
7        (2) the name and jurisdiction of organization of the
8    domesticated entity;
9        (3) the manner of converting the interests in the
10    domesticating entity into interests, securities,
11    obligations, rights to acquire interests or securities,
12    cash, or other property, or any combination of the
13    foregoing;
14        (4) the proposed public organic document of the
15    domesticated entity if it is a filing entity;
16        (5) the full text of the private organic rules of the
17    domesticated entity that are proposed to be in a record;
18        (6) the other terms and conditions of the
19    domestication; and
20        (7) any other provision required by the law of this
21    State or the organic rules of the domesticating entity.
22    (b) A plan of domestication may contain any other provision
23not prohibited by law.
 
24    Section 303. Approval of domestication.

 

 

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1    (a) A plan of domestication is not effective unless it has
2been approved:
3        (1) by a domestic domesticating entity:
4            (A) in accordance with the requirements, if any, in
5        its organic rules for approval of a domestication;
6            (B) if its organic rules do not provide for
7        approval of a domestication, in accordance with the
8        requirements, if any, in its organic law and organic
9        rules for approval of:
10                (i) in the case of an entity that is not a
11            business corporation, a merger, as if the
12            domestication were a merger; or
13                (ii) in the case of a business corporation, a
14            merger requiring approval by a vote of the interest
15            holders of the business corporation, as if the
16            domestication were that type of merger; or
17            (C) if neither its organic law nor organic rules
18        provide for approval of a domestication or a merger
19        described in subparagraph (B)(ii), by all of the
20        interest holders of the entity entitled to vote on or
21        consent to any matter; and
22        (2) in a record, by each interest holder of a domestic
23    domesticating entity that will have interest holder
24    liability for liabilities that arise after the
25    domestication becomes effective, unless, in the case of an
26    entity that is not a business corporation or nonprofit

 

 

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1    corporation:
2            (A) the organic rules of the entity in a record
3        provide for the approval of a domestication or merger
4        in which some or all of its interest holders become
5        subject to interest holder liability by the vote or
6        consent of fewer than all of the interest holders; and
7            (B) the interest holder voted for or consented in a
8        record to that provision of the organic rules or became
9        an interest holder after the adoption of that
10        provision.
11    (b) A domestication of a foreign domesticating entity is
12not effective unless it is approved in accordance with the law
13of the foreign entity's jurisdiction of organization.
 
14    Section 304. Amendment or abandonment of plan of
15domestication.
16    (a) A plan of domestication of a domestic domesticating
17entity may be amended:
18        (1) in the same manner as the plan was approved, if the
19    plan does not provide for the manner in which it may be
20    amended; or
21        (2) by the governors or interest holders of the entity
22    in the manner provided in the plan, but an interest holder
23    that was entitled to vote on or consent to approval of the
24    domestication is entitled to vote on or consent to any
25    amendment of the plan that will change:

 

 

HB2963 Enrolled- 24 -LRB100 11268 JLS 21604 b

1            (A) the amount or kind of interests, securities,
2        obligations, rights to acquire interests or
3        securities, cash, or other property, or any
4        combination of the foregoing, to be received by any of
5        the interest holders of the domesticating entity under
6        the plan;
7            (B) the public organic document or private organic
8        rules of the domesticated entity that will be in effect
9        immediately after the domestication becomes effective,
10        except for changes that do not require approval of the
11        interest holders of the domesticated entity under its
12        organic law or organic rules; or
13            (C) any other terms or conditions of the plan, if
14        the change would adversely affect the interest holder
15        in any material respect.
16    (b) After a plan of domestication has been approved by a
17domestic domesticating entity and before a statement of
18domestication becomes effective, the plan may be abandoned:
19        (1) as provided in the plan; or
20        (2) unless prohibited by the plan, in the same manner
21    as the plan was approved.
22    (c) If a plan of domestication is abandoned after a
23statement of domestication has been filed with the Secretary of
24State and before the filing becomes effective, a statement of
25abandonment, signed on behalf of the entity, must be filed with
26the Secretary of State before the time the statement of

 

 

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1domestication becomes effective. The statement of abandonment
2takes effect upon filing, and the domestication is abandoned
3and does not become effective. The statement of abandonment
4must contain:
5        (1) the name of the domesticating entity;
6        (2) the date on which the statement of domestication
7    was filed; and
8        (3) a statement that the domestication has been
9    abandoned in accordance with this Section.
 
10    Section 305. Statement of domestication; effective date.
11    (a) A statement of domestication must be signed on behalf
12of the domesticating entity and filed with the Secretary of
13State.
14    (b) A statement of domestication must contain:
15        (1) the name, jurisdiction of organization, and type of
16    the domesticating entity;
17        (2) the name and jurisdiction of organization of the
18    domesticated entity;
19        (3) if the statement of domestication is not to be
20    effective upon filing, the later date and time on which it
21    will become effective, which may not be more than 90 days
22    after the date of filing;
23        (4) if the domesticating entity is a domestic entity, a
24    statement that the plan of domestication was approved in
25    accordance with this Article or, if the domesticating

 

 

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1    entity is a foreign entity, a statement that the
2    domestication was approved in accordance with the law of
3    its jurisdiction of organization;
4        (5) if the domesticated entity is a domestic filing
5    entity, its public organic document, as an attachment
6    signed by a person authorized by the entity;
7        (6) if the domesticated entity is a domestic limited
8    liability partnership, its statement of qualification, as
9    an attachment; and
10        (7) if the domesticated entity is a foreign entity that
11    is not a qualified foreign entity, a mailing address to
12    which the Secretary of State may send any process served on
13    the Secretary of State pursuant to subsection (e) of
14    Section 306.
15    (c) In addition to the requirements of subsection (b), a
16statement of domestication may contain any other provision not
17prohibited by law.
18    (d) If the domesticated entity is a domestic entity, its
19public organic document, if any, must satisfy the requirements
20of the law of this State and may omit any provision that is not
21required to be included in a restatement of the public organic
22document.
23    (e) A statement of domestication becomes effective upon the
24date and time of filing or the later date and time specified in
25the statement of domestication.
 

 

 

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1    Section 306. Effect of domestication.
2    (a) When a domestication becomes effective:
3        (1) the domesticated entity is:
4            (A) organized under and subject to the organic law
5        of the domesticated entity; and
6            (B) the same entity without interruption as the
7        domesticating entity;
8        (2) all property of the domesticating entity continues
9    to be vested in the domesticated entity without assignment,
10    reversion, or impairment;
11        (3) all liabilities of the domesticating entity
12    continue as liabilities of the domesticated entity;
13        (4) except as provided by law other than this Act or
14    the plan of domestication, all of the rights, privileges,
15    immunities, powers, and purposes of the domesticating
16    entity remain in the domesticated entity;
17        (5) the name of the domesticated entity may be
18    substituted for the name of the domesticating entity in any
19    pending action or proceeding;
20        (6) if the domesticated entity is a filing entity, its
21    public organic document is effective and is binding on its
22    interest holders;
23        (7) the private organic rules of the domesticated
24    entity that are to be in a record, if any, approved as part
25    of the plan of domestication are effective and are binding
26    on and enforceable by:

 

 

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1            (A) its interest holders; and
2            (B) in the case of a domesticated entity that is
3        not a business corporation or nonprofit corporation,
4        any other person that is a party to an agreement that
5        is part of the domesticated entity's private organic
6        rules; and
7        (8) the interests in the domesticating entity are
8    converted to the extent and as approved in connection with
9    the domestication, and the interest holders of the
10    domesticating entity are entitled only to the rights
11    provided to them under the plan of domestication and to any
12    appraisal rights they have under Section 109 and the
13    domesticating entity's organic law.
14    (b) Except as otherwise provided in the organic law or
15organic rules of the domesticating entity, the domestication
16does not give rise to any rights that an interest holder,
17governor, or third party would otherwise have upon a
18dissolution, liquidation, or winding-up of the domesticating
19entity.
20    (c) When a domestication becomes effective, a person that
21did not have interest holder liability with respect to the
22domesticating entity and that becomes subject to interest
23holder liability with respect to a domestic entity as a result
24of the domestication has interest holder liability only to the
25extent provided by the organic law of the entity and only for
26those liabilities that arise after the domestication becomes

 

 

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1effective.
2    (d) When a domestication becomes effective:
3        (1) the domestication does not discharge any interest
4    holder liability under the organic law of a domestic
5    domesticating entity to the extent the interest holder
6    liability arose before the domestication became effective;
7        (2) a person does not have interest holder liability
8    under the organic law of a domestic domesticating entity
9    for any liability that arises after the domestication
10    becomes effective;
11        (3) the organic law of a domestic domesticating entity
12    continues to apply to the release, collection, or discharge
13    of any interest holder liability preserved under paragraph
14    (1) as if the domestication had not occurred; and
15        (4) a person has whatever rights of contribution from
16    any other person as are provided by the organic law or
17    organic rules of a domestic domesticating entity with
18    respect to any interest holder liability preserved under
19    paragraph (1) as if the domestication had not occurred.
20    (e) When a domestication becomes effective, a foreign
21entity that is the domesticated entity:
22        (1) may be served with process in this State for the
23    collection and enforcement of any of its liabilities; and
24        (2) appoints the Secretary of State as its agent for
25    service of process for collecting or enforcing those
26    liabilities.

 

 

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1    (f) If the domesticating entity is a qualified foreign
2entity, the certificate of authority or other foreign
3qualification of the domesticating entity is canceled when the
4domestication becomes effective.
5    (g) A domestication does not require the entity to wind up
6its affairs and does not constitute or cause the dissolution of
7the entity.
 
8
ARTICLE 4.
9
FEES AND OTHER MATTERS

 
10    Section 401. Fees.
11    (a) The Secretary of State shall charge and collect in
12accordance with the provisions of this Act and the rules
13adopted under its authority all of the following:
14        (1) Fees for filing documents.
15        (2) Miscellaneous charges.
16        (3) Fees for the sale of lists of filings and for
17    copies of any documents.
18    (b) The Secretary of State shall charge and collect for all
19of the following:
20        (1) Filing statement of conversion, $100.
21        (2) Filing statement of domestication, $100.
22        (3) Filing statement of amendments, $150.
23        (4) Filing statement of abandonment, $100.
 

 

 

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1    Section 402. Powers of Secretary of State and rulemaking.
2    (a) The Secretary of State has the power and authority
3reasonably necessary to administer this Act efficiently and to
4perform the duties imposed in this Act. The Secretary of
5State's function under this Act is to be a central depository
6for the statements required by this Act.
7    (b) The Secretary of State has the power and authority to
8adopt rules, in accordance with the Illinois Administrative
9Procedure Act, necessary to administer this Act efficiently and
10to perform the duties imposed in this Act.
 
11    Section 403. Certified copies and certificates.
12    (a) Copies, photostatic or otherwise, of documents filed in
13the Office of the Secretary of State in accordance with this
14Act, when certified by the Secretary of State under the Great
15Seal of the State of Illinois, shall be taken and received in
16all courts, public offices, and official bodies as prima facie
17evidence of the facts stated in the documents.
18    (b) Certificates by the Secretary of State under the Great
19Seal of the State of Illinois as to the existence or
20nonexistence of facts relating to entities filing under this
21Act, which would not appear from a certified copy of any
22document, shall be taken and received in all courts, public
23offices, and official bodies as prima facie evidence of the
24existence or nonexistence of the facts stated.
 

 

 

HB2963 Enrolled- 32 -LRB100 11268 JLS 21604 b

1    Section 404. Forms. All documents required by this Act to
2be filed in the Office of the Secretary of State shall be made
3on forms prescribed and furnished by the Secretary of State.
 
4    Section 405. File number. All documents required by this
5Act to be filed in the Office of the Secretary of State shall
6contain the filing entity's file number as assigned by the
7Office of the Secretary of State.
 
8    Section 406. Miscellaneous charges. The Secretary of State
9shall charge and collect:
10        (1) For furnishing a copy or certified copy of any
11    document, instrument, or paper relating to a corporation,
12    or for a certificate, $5.
13        (2) At the time of any service of process, notice, or
14    demand on him or her as resident agent of a corporation,
15    $10, which amount may be recovered as taxable costs by the
16    party to the suit or action causing such service to be made
17    if such party prevails in the suit or action.
 
18    Section 407. Department of Business Services Special
19Operations Fund.
20    (a) The Secretary of State may charge and collect a fee for
21expedited services as follows:
22        (1) Filing statement of conversion, $200.
23        (2) Filing statement of domestication, $200.

 

 

HB2963 Enrolled- 33 -LRB100 11268 JLS 21604 b

1        (3) Filing statement of amendments, $200.
2        (4) Filing statement of abandonment, $200.
3    (b) All moneys collected under this Section shall be
4deposited into the Department of Business Services Special
5Operations Fund. No other fees or taxes collected under this
6Act shall be deposited into that Fund.
7    (c) As used in this Section, "expedited services" has the
8meaning ascribed to that term in Section 15.95 of the Business
9Corporation Act of 1983.
 
10
ARTICLE 9.
11
MISCELLANEOUS

 
12    Section 901. The Business Corporation Act of 1983 is
13amended by changing Section 13.45 and by adding Section 1.63 as
14follows:
 
15    (805 ILCS 5/1.63 new)
16    Sec. 1.63. Conversions and domestications. Conversions and
17domestications are governed by the Entity Omnibus Act.
 
18    (805 ILCS 5/13.45)  (from Ch. 32, par. 13.45)
19    Sec. 13.45. Withdrawal of foreign corporation. A foreign
20corporation authorized to transact business in this State may
21withdraw from this State upon filing with the Secretary of
22State an application for withdrawal. In order to procure such

 

 

HB2963 Enrolled- 34 -LRB100 11268 JLS 21604 b

1withdrawal, the foreign corporation shall:
2        (a) execute and file in duplicate, in accordance with
3    Section 1.10 of this Act, an application for withdrawal and
4    a final report, which shall set forth:
5            (1) that no proportion of its issued shares is, on
6        the date of the application, represented by business
7        transacted or property located in this State;
8            (2) that it surrenders its authority to transact
9        business in this State;
10            (3) that it revokes the authority of its registered
11        agent in this State to accept service of process and
12        consents that service of process in any suit, action,
13        or proceeding based upon any cause of action arising in
14        this State during the time the corporation was licensed
15        to transact business in this State may thereafter be
16        made on the corporation by service on the Secretary of
17        State;
18            (4) a post-office address to which may be mailed a
19        copy of any process against the corporation that may be
20        served on the Secretary of State;
21            (5) the name of the corporation and the state or
22        country under the laws of which it is organized;
23            (6) a statement of the aggregate number of issued
24        shares of the corporation itemized by classes, and
25        series, if any, within a class, as of the date of the
26        final report;

 

 

HB2963 Enrolled- 35 -LRB100 11268 JLS 21604 b

1            (7) a statement of the amount of paid-in capital of
2        the corporation as of the date of the final report; and
3            (8) such additional information as may be
4        necessary or appropriate in order to enable the
5        Secretary of State to determine and assess any unpaid
6        fees or franchise taxes payable by the foreign
7        corporation as prescribed in this Act; or
8        (b) if it has been dissolved, file a copy of the
9    articles of dissolution duly authenticated by the proper
10    officer of the state or country under the laws of which the
11    corporation was organized; or
12        (c) if it has been the non-survivor of a statutory
13    merger and the surviving entity was a foreign corporation
14    or limited liability company which had not obtained
15    authority to transact business in this State, file a copy
16    of the articles of merger duly authenticated by the proper
17    officer of the state or country under the laws of which the
18    corporation or limited liability company was organized; or
19        (d) if it has been converted into another entity, file
20    a copy of the statement articles of conversion duly
21    authenticated by the proper officer of the state or country
22    under the laws of which the corporation was organized.
23    The application for withdrawal and the final report shall
24be made on forms prescribed and furnished by the Secretary of
25State.
26    When the corporation has complied with subsection (a) of

 

 

HB2963 Enrolled- 36 -LRB100 11268 JLS 21604 b

1this Section, the Secretary of State shall file the application
2for withdrawal and mail a copy of the application to the
3corporation or its representative. If the provisions of
4subsection (b) of this Section have been followed, the
5Secretary of State shall file the copy of the articles of
6dissolution in his or her office.
7    Upon the filing of the application for withdrawal or copy
8of the articles of dissolution, the authority of the
9corporation to transact business in this State shall cease.
10(Source: P.A. 98-171, eff. 8-5-13.)
 
11    Section 902. The Professional Service Corporation Act is
12amended by changing Sections 3.4 and 5 as follows:
 
13    (805 ILCS 10/3.4)  (from Ch. 32, par. 415-3.4)
14    Sec. 3.4. (a) "Professional Corporation" means:
15        (1) a corporation organized under this Act;
16        (2) an entity converted under the Entity Omnibus Act to
17    a corporation governed by this Act; or
18        (3) a foreign corporation domesticated under the
19    Entity Omnibus Act and governed by this Act;
20that is organized solely for the purpose of rendering one
21category of professional service or related professional
22services and which has as its shareholders, directors,
23officers, agents and employees (other than ancillary
24personnel) only individuals who are duly licensed by this State

 

 

HB2963 Enrolled- 37 -LRB100 11268 JLS 21604 b

1or by the United States Patent Office or the Internal Revenue
2Service of the United States Treasury Department to render that
3particular category of professional service or related
4professional services (except that the secretary of the
5corporation need not be so licensed), except that the
6registered agent of the corporation need not be licensed in
7such case where the registered agent is not a shareholder,
8director, officer or employee (other than ancillary
9personnel).
10    (b) A Professional Corporation may, for purposes of
11dissolution, have as its shareholders, directors, officers,
12agents and employees individuals who are not licensed by this
13State, provided that the corporation does not render any
14professional services nor hold itself out as capable of or
15available to render any professional services during the period
16of dissolution.
17    The regulating authority shall not issue or renew any
18certificate of authority to a Professional Corporation during
19the period of dissolution.
20    A copy of the certificate of dissolution, as issued by the
21Secretary of State, shall be delivered to the regulating
22authority within 30 days of its receipt by the incorporators.
23(Source: P.A. 84-1235.)
 
24    (805 ILCS 10/5)  (from Ch. 32, par. 415-5)
25    Sec. 5. A professional corporation organized under this Act

 

 

HB2963 Enrolled- 38 -LRB100 11268 JLS 21604 b

1may consolidate or merge only with another domestic
2professional corporation organized under this Act to render the
3same specific professional service or related professional
4services or with a domestic limited liability company organized
5under the Limited Liability Company Act to render the same
6specific professional service or related professional services
7and a merger or consolidation with any foreign corporation or
8foreign limited liability company is prohibited. A
9professional association organized under the "Act to Authorize
10Professional Associations", approved August 9, 1961, as
11amended, may merge with a professional corporation formed under
12this Act by complying with Section 4 of this Act. A conversion
13to or from a professional corporation under the Entity Omnibus
14Act is permitted only if the converted entity is organized to
15render the same specific professional service or related
16professional services.
17(Source: P.A. 95-368, eff. 8-23-07.)
 
18    Section 903. The Medical Corporation Act is amended by
19changing Section 3 as follows:
 
20    (805 ILCS 15/3)  (from Ch. 32, par. 633)
21    Sec. 3. The "Business Corporation Act of 1983", as
22heretofore or hereafter amended, and the Entity Omnibus Act
23shall be applicable to such corporations, including their
24organization, and they shall enjoy the powers and privileges

 

 

HB2963 Enrolled- 39 -LRB100 11268 JLS 21604 b

1and be subject to the duties, restrictions and liabilities of
2other corporations, except so far as the same may be limited or
3enlarged by this Act. If any provision of this Act conflicts
4with the "Business Corporation Act of 1983" or the Entity
5Omnibus Act, this Act shall take precedence.
6(Source: P.A. 83-1362.)
 
7    Section 904. The General Not For Profit Corporation Act of
81986 is amended by changing Section 101.70 as follows:
 
9    (805 ILCS 105/101.70)  (from Ch. 32, par. 101.70)
10    Sec. 101.70. Application of Act.
11    (a) Except as otherwise provided in this Act, the
12provisions of this Act relating to domestic corporations shall
13apply to:
14        (1) All corporations organized hereunder;
15        (2) All corporations heretofore organized under the
16    "General Not for Profit Corporation Act", approved July 17,
17    1943, as amended;
18        (3) All not-for-profit corporations heretofore
19    organized under Sections 29 to 34, inclusive, of an Act
20    entitled "An Act Concerning Corporations" approved April
21    18, 1872, in force July 1, 1872, as amended;
22        (4) Each not-for-profit corporation, without shares or
23    capital stock, heretofore organized under any general law
24    or created by Special Act of the Legislature of this State

 

 

HB2963 Enrolled- 40 -LRB100 11268 JLS 21604 b

1    for a purpose or purposes for which a corporation may be
2    organized under this Act, but not otherwise entitled to the
3    rights, privileges, immunities and franchises provided by
4    this Act, which shall elect to accept this Act as
5    hereinafter provided; and
6        (5) Each corporation having shares or capital stock,
7    heretofore organized under any general law or created by
8    Special Act of the Legislature of this State prior to the
9    adoption of the Constitution of 1870, for a purpose or
10    purposes for which a corporation may be organized under
11    this Act, which shall elect to accept this Act as
12    hereinafter provided.
13    (b) Except as otherwise provided by this Act, the
14provisions of this Act relating to foreign corporations shall
15apply to:
16        (1) All foreign corporations which procure authority
17    hereunder to conduct affairs in this State;
18        (2) All foreign corporations heretofore having
19    authority to conduct affairs in this State under the
20    "General Not for Profit Corporation Act", approved July 17,
21    1943, as amended; and
22        (3) All foreign not-for-profit corporations conducting
23    affairs in this State for a purpose or purposes for which a
24    corporation might be organized under this Act.
25    (c) The provisions of subsection (b) of Section 110.05 of
26this Act relating to revival of the articles of incorporation

 

 

HB2963 Enrolled- 41 -LRB100 11268 JLS 21604 b

1and extension of the period of corporate duration of a domestic
2corporation shall apply to all corporations organized under the
3"General Not for Profit Corporation Act", approved July 17,
41943, as amended, and whose period of duration has expired.
5    (d) The provisions of Section 112.45 of this Act relating
6to reinstatement following administrative dissolution of a
7domestic corporation shall apply to all corporations
8involuntarily dissolved after June 30, 1974, by the Secretary
9of State, pursuant to Section 50a of the "General Not for
10Profit Corporation Act", approved July 17, 1943, as amended.
11    (e) The provisions of Section 113.60 of this Act relating
12to reinstatement following revocation of authority of a foreign
13corporation shall apply to all foreign corporations which had
14their authority revoked by the Secretary of State pursuant to
15Section 84 or Section 84a of the "General Not for Profit
16Corporation Act", approved July 17, 1943, as amended.
17    (f) Conversions and domestications are governed by the
18Entity Omnibus Act.
19(Source: P.A. 96-66, eff. 1-1-10.)
 
20    Section 905. The Limited Liability Company Act is amended
21by changing Sections 15-1, 15-5, 35-45, 37-5, 37-10, 37-36,
2250-10, and 50-50 and by adding Section 50-55 as follows:
 
23    (805 ILCS 180/15-1)
24    (Text of Section before amendment by P.A. 99-637)

 

 

HB2963 Enrolled- 42 -LRB100 11268 JLS 21604 b

1    Sec. 15-1. Management of limited liability company.
2    (a) In a member-managed company:
3        (1) each member has equal rights in the management and
4    conduct of the company's business; and
5        (2) except as otherwise provided in subsection (c) of
6    this Section, any matter relating to the business of the
7    company may be decided by a majority of the members.
8    (b) In a manager-managed company:
9        (1) each manager has equal rights in the management and
10    conduct of the company's business;
11        (2) except as otherwise provided in subsection (c) of
12    this Section, any matter relating to the business of the
13    company may be exclusively decided by the manager or, if
14    there is more than one manager, by a majority of the
15    managers; and
16        (3) a manager:
17            (A) must be designated, appointed, elected,
18        removed, or replaced by a vote, approval, or consent of
19        a majority of the members; and
20            (B) holds office until a successor has been elected
21        and qualified, unless the manager sooner resigns or is
22        removed.
23    (c) The only matters of a member or manager-managed
24company's business requiring the consent of all of the members
25are the following:
26        (1) the amendment of the operating agreement under

 

 

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1    Section 15-5;
2        (2) an amendment to the articles of organization under
3    Article 5;
4        (3) the compromise of an obligation to make a
5    contribution under Section 20-5;
6        (4) the compromise, as among members, of an obligation
7    of a member to make a contribution or return money or other
8    property paid or distributed in violation of this Act;
9        (5) the making of interim distributions under
10    subsection (a) of Section 25-1, including the redemption of
11    an interest;
12        (6) the admission of a new member;
13        (7) the use of the company's property to redeem an
14    interest subject to a charging order;
15        (8) the consent to dissolve the company under
16    subdivision (2) of subsection (a) of Section 35-1;
17        (9) a waiver of the right to have the company's
18    business wound up and the company terminated under Section
19    35-3;
20        (10) the consent of members to merge with another
21    entity under Section 37-20; and
22        (11) the sale, lease, exchange, or other disposal of
23    all, or substantially all, of the company's property with
24    or without goodwill.
25    (d) Action requiring the consent of members or managers
26under this Act may be taken without a meeting.

 

 

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1    (e) A member or manager may appoint a proxy to vote or
2otherwise act for the member or manager by signing an
3appointment instrument, either personally or by the member or
4manager's attorney-in-fact.
5(Source: P.A. 90-424, eff. 1-1-98.)
 
6    (Text of Section after amendment by P.A. 99-637)
7    Sec. 15-1. Management of limited liability company.
8    (a) A limited liability company is a member-managed limited
9liability company unless the operating agreement:
10        (1) expressly provides that:
11            (A) the company is or will be manager-managed;
12            (B) the company is or will be managed by managers;
13        or
14            (C) management of the company is or will be vested
15        in managers; or
16        (2) includes words of similar import.
17    (b) In a member-managed company:
18        (1) each member has equal rights in the management and
19    conduct of the company's business; and
20        (2) except as otherwise provided in subsection (d) of
21    this Section, any matter relating to the business of the
22    company may be decided by a majority of the members.
23    (c) In a manager-managed company:
24        (1) each manager has equal rights in the management and
25    conduct of the company's business;

 

 

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1        (2) except as otherwise provided in subsection (d) of
2    this Section, any matter relating to the business of the
3    company may be exclusively decided by the manager or, if
4    there is more than one manager, by a majority of the
5    managers; and
6        (3) a manager:
7            (A) must be designated, appointed, elected,
8        removed, or replaced by a vote, approval, or consent of
9        a majority of the members; and
10            (B) holds office until a successor has been elected
11        and qualified, unless the manager sooner resigns or is
12        removed.
13    (d) The only matters of a member or manager-managed
14company's business requiring the consent of all of the members
15are the following:
16        (1) the amendment of the operating agreement under
17    Section 15-5;
18        (2) an amendment to the articles of organization under
19    Article 5;
20        (3) the compromise of an obligation to make a
21    contribution under Section 20-5;
22        (4) the compromise, as among members, of an obligation
23    of a member to make a contribution or return money or other
24    property paid or distributed in violation of this Act;
25        (5) the redemption of an interest;
26        (6) the admission of a new member;

 

 

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1        (7) the use of the company's property to redeem an
2    interest subject to a charging order;
3        (8) the consent to dissolve the company under
4    subdivision (2) of subsection (a) of Section 35-1;
5        (9) the consent of members to convert, merge with
6    another entity or domesticate under Article 37 or the
7    Entity Omnibus Act; and
8        (10) the sale, lease, exchange, or other disposal of
9    all, or substantially all, of the company's property with
10    or without goodwill.
11    (e) Action requiring the consent of members or managers
12under this Act may be taken without a meeting.
13    (f) A member or manager may appoint a proxy to vote or
14otherwise act for the member or manager by signing an
15appointment instrument, either personally or by the member or
16manager's attorney-in-fact.
17(Source: P.A. 99-637, eff. 7-1-17.)
 
18    (805 ILCS 180/15-5)
19    (Text of Section before amendment by P.A. 99-637)
20    Sec. 15-5. Operating agreement.
21    (a) All members of a limited liability company may enter
22into an operating agreement to regulate the affairs of the
23company and the conduct of its business and to govern relations
24among the members, managers, and company. To the extent the
25operating agreement does not otherwise provide, this Act

 

 

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1governs relations among the members, managers, and company.
2Except as provided in subsection (b) of this Section, an
3operating agreement may modify any provision or provisions of
4this Act governing relations among the members, managers, and
5company.
6    (b) The operating agreement may not:
7        (1) unreasonably restrict a right to information or
8    access to records under Section 10-15;
9        (2) vary the right to expel a member in an event
10    specified in subdivision (6) of Section 35-45;
11        (3) vary the requirement to wind up the limited
12    liability company's business in a case specified in
13    subdivisions (3) or (4) of Section 35-1;
14        (4) restrict rights of a person, other than a manager,
15    member, and transferee of a member's distributional
16    interest, under this Act;
17        (5) restrict the power of a member to dissociate under
18    Section 35-50, although an operating agreement may
19    determine whether a dissociation is wrongful under Section
20    35-50, and it may eliminate or vary the obligation of the
21    limited liability company to purchase the dissociated
22    member's distributional interest under Section 35-60;
23        (6) eliminate or reduce a member's fiduciary duties,
24    but may;
25            (A) identify specific types or categories of
26        activities that do not violate these duties, if not

 

 

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1        manifestly unreasonable; and
2            (B) specify the number or percentage of members or
3        disinterested managers that may authorize or ratify,
4        after full disclosure of all materials facts, a
5        specific act or transaction that otherwise would
6        violate these duties;
7        (6.5) eliminate or reduce the obligations or purposes a
8    low-profit limited liability company undertakes when
9    organized under Section 1-26; or
10        (7) eliminate or reduce the obligation of good faith
11    and fair dealing under subsection (d) of Section 15-3, but
12    the operating agreement may determine the standards by
13    which the performance of the obligation is to be measured,
14    if the standards are not manifestly unreasonable.
15    (c) In a limited liability company with only one member,
16the operating agreement includes any of the following:
17        (1) Any writing, without regard to whether the writing
18    otherwise constitutes an agreement, as to the company's
19    affairs signed by the sole member.
20        (2) Any written agreement between the member and the
21    company as to the company's affairs.
22        (3) Any agreement, which need not be in writing,
23    between the member and the company as to a company's
24    affairs, provided that the company is managed by a manager
25    who is a person other than the member.
26(Source: P.A. 96-126, eff. 1-1-10.)
 

 

 

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1    (Text of Section after amendment by P.A. 99-637)
2    Sec. 15-5. Operating agreement.
3    (a) All members of a limited liability company may enter
4into an operating agreement to regulate the affairs of the
5company and the conduct of its business and to govern relations
6among the members, managers, and company. The operating
7agreement may establish that a limited liability company is a
8manager-managed limited liability company and the rights and
9duties under this Act of a person in the capacity of a manager.
10To the extent the operating agreement does not otherwise
11provide, this Act governs relations among the members,
12managers, and company. Except as provided in subsections (b),
13(c), (d), and (e) of this Section, an operating agreement may
14modify any provision or provisions of this Act governing
15relations among the members, managers, and company.
16    (b) The operating agreement may not:
17        (1) unreasonably restrict a right to information or
18    access to records under Section 1-40 or Section 10-15;
19        (2) vary the right to expel a member in an event
20    specified in subdivision (6) of Section 35-45;
21        (3) vary the requirement to wind up the limited
22    liability company's business in a case specified in
23    subdivision (4), (5), or (6) of subsection (a) of Section
24    35-1;
25        (4) restrict rights of a person, other than a manager,

 

 

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1    member, and transferee of a member's distributional
2    interest, under this Act;
3        (5) restrict the power of a member to dissociate under
4    Section 35-50, although an operating agreement may
5    determine whether a dissociation is wrongful under Section
6    35-50;
7        (6) (blank);
8        (6.5) eliminate or reduce the obligations or purposes a
9    low-profit limited liability company undertakes when
10    organized under Section 1-26;
11        (7) eliminate or reduce the obligation of good faith
12    and fair dealing under subsection (d) of Section 15-3, but
13    the operating agreement may determine the standards by
14    which the performance of the member's duties or the
15    exercise of the member's rights is to be measured;
16        (8) eliminate, vary, or restrict the priority of a
17    statement of authority over provisions in the articles of
18    organization as provided in subsection (h) of Section
19    13-15;
20        (9) vary the law applicable under Section 1-65;
21        (10) vary the power of the court under Section 5-50; or
22        (11) restrict the right to approve a merger,
23    conversion, or domestication under Article 37 or the Entity
24    Omnibus Act of a member that will have personal liability
25    with respect to a surviving, converted, or domesticated
26    organization.

 

 

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1    (c) The operating agreement may:
2        (1) restrict or eliminate a fiduciary duty, other than
3    the duty of care described in subsection (c) of Section
4    15-3, but only to the extent the restriction or elimination
5    in the operating agreement is clear and unambiguous;
6        (2) identify specific types or categories of
7    activities that do not violate any fiduciary duty; and
8        (3) alter the duty of care, except to authorize
9    intentional misconduct or knowing violation of law.
10    (d) The operating agreement may specify the method by which
11a specific act or transaction that would otherwise violate the
12duty of loyalty may be authorized or ratified by one or more
13disinterested and independent persons after full disclosure of
14all material facts.
15    (e) The operating agreement may alter or eliminate the
16right to payment or reimbursement for a member or manager
17provided by Section 15-7 and may eliminate or limit a member or
18manager's liability to the limited liability company and
19members for money damages, except for:
20        (1) subject to subsections (c) and (d) of this Section,
21    breach of the duties as required in subdivisions (1), (2),
22    and (3) of subsection (b) of Section 15-3 and subsection
23    (g) of Section 15-3;
24        (2) a financial benefit received by the member or
25    manager to which the member or manager is not entitled;
26        (3) a breach of a duty under Section 25-35;

 

 

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1        (4) intentional infliction of harm on the company or a
2    member; or
3        (5) an intentional violation of criminal law.
4    (f) A limited liability company is bound by and may enforce
5the operating agreement, whether or not the company has itself
6manifested assent to the operating agreement.
7    (g) A person that becomes a member of a limited liability
8company is deemed to assent to the operating agreement.
9    (h) An operating agreement may be entered into before,
10after, or at the time of filing of articles of organization
11and, whether entered into before, after, or at the time of the
12filing, may be made effective as of the time of formation of
13the limited liability company or as of the time or date
14provided in the operating agreement.
15(Source: P.A. 99-637, eff. 7-1-17.)
 
16    (805 ILCS 180/35-45)
17    (Text of Section before amendment by P.A. 99-637)
18    Sec. 35-45. Events causing member's dissociation. A member
19is dissociated from a limited liability company upon the
20occurrence of any of the following events:
21    (1) The company's having notice of the member's express
22will to withdraw upon the date of notice or on a later date
23specified by the member.
24    (2) An event agreed to in the operating agreement as
25causing the member's dissociation.

 

 

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1    (3) Upon transfer of all of a member's distributional
2interest, other than a transfer for security purposes or a
3court order charging the member's distributional interest that
4has not been foreclosed.
5    (4) The member's expulsion pursuant to the operating
6agreement.
7    (5) The member's expulsion by unanimous vote of the other
8members if:
9        (A) it is unlawful to carry on the company's business
10    with the member;
11        (B) there has been a transfer of substantially all of
12    the member's distributional interest, other than a
13    transfer for security purposes or a court order charging
14    the member's distributional interest that has not been
15    foreclosed;
16        (C) within 90 days after the company notifies a
17    corporate member that it will be expelled because it has
18    filed a certificate of dissolution or the equivalent, its
19    charter has been revoked, or its right to conduct business
20    has been suspended by the jurisdiction of its
21    incorporation, the member fails to obtain a revocation of
22    the certificate of dissolution or a reinstatement of its
23    charter or its right to conduct business; or
24        (D) a partnership or a limited liability company that
25    is a member has been dissolved and its business is being
26    wound up.

 

 

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1    (6) On application by the company or another member, the
2member's expulsion by judicial determination because the
3member:
4        (A) engaged in wrongful conduct that adversely and
5    materially affected the company's business;
6        (B) willfully or persistently committed a material
7breach of the operating agreement or of a duty owed to the
8company or the other members under Section 15-3; or
9        (C) engaged in conduct relating to the company's
10business that makes it not reasonably practicable to carry on
11the business with the member.
12    (7) The member's:
13        (A) becoming a debtor in bankruptcy;
14        (B) executing an assignment for the benefit of
15    creditors;
16        (C) seeking, consenting to, or acquiescing in the
17    appointment of a trustee, receiver, or liquidator of the
18    member or of all or substantially all of the member's
19    property; or
20        (D) failing, within 90 days after the appointment, to
21    have vacated or stayed the appointment of a trustee,
22    receiver, or liquidator of the member or of all or
23    substantially all of the member's property obtained
24    without the member's consent or acquiescence, or failing
25    within 90 days after the expiration of a stay to have the
26    appointment vacated.

 

 

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1    (8) In the case of a member who is an individual:
2        (A) the member's death;
3        (B) the appointment of a guardian or general
4    conservator for the member; or
5        (C) a judicial determination that the member has
6    otherwise become incapable of performing the member's
7    duties under the operating agreement.
8    (9) In the case of a member that is a trust or is acting as
9a member by virtue of being a trustee of a trust, distribution
10of the trust's entire rights to receive distributions from the
11company, but not merely by reason of the substitution of a
12successor trustee.
13    (10) In the case of a member that is an estate or is acting
14as a member by virtue of being a personal representative of an
15estate, distribution of the estate's entire rights to receive
16distributions from the company, but not merely the substitution
17of a successor personal representative.
18    (11) Termination of the existence of a member if the member
19is not an individual, estate, or trust other than a business
20trust.
21(Source: P.A. 90-424, eff. 1-1-98.)
 
22    (Text of Section after amendment by P.A. 99-637)
23    Sec. 35-45. Events causing member's dissociation. A member
24is dissociated from a limited liability company upon the
25occurrence of any of the following events:

 

 

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1        (1) The company's having notice of the member's express
2    will to withdraw upon the date of notice or on a later date
3    specified by the member.
4        (2) An event agreed to in the operating agreement as
5    causing the member's dissociation.
6        (3) Upon transfer of all of a member's distributional
7    interest, other than a transfer for security purposes or a
8    court order charging the member's distributional interest
9    that has not been foreclosed.
10        (4) The member's expulsion pursuant to the operating
11    agreement.
12        (5) The member's expulsion by unanimous vote of the
13    other members if:
14            (A) it is unlawful to carry on the company's
15        business with the member;
16            (B) there has been a transfer of substantially all
17        of the member's distributional interest, other than a
18        transfer for security purposes or a court order
19        charging the member's distributional interest that has
20        not been foreclosed;
21            (C) within 90 days after the company notifies a
22        corporate member that it will be expelled because it
23        has filed a certificate of dissolution or the
24        equivalent, its charter has been revoked, or its right
25        to conduct business has been suspended by the
26        jurisdiction of its incorporation, the member fails to

 

 

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1        obtain a revocation of the certificate of dissolution
2        or a reinstatement of its charter or its right to
3        conduct business; or
4            (D) a partnership or a limited liability company
5        that is a member has been dissolved and its business is
6        being wound up.
7        (6) On application by the company or another member,
8    the member's expulsion by judicial determination because
9    the member:
10            (A) engaged in wrongful conduct that adversely and
11        materially affected the company's business;
12            (B) willfully or persistently committed a material
13        breach of the operating agreement or of a duty owed to
14        the company or the other members under Section 15-3; or
15            (C) engaged in conduct relating to the company's
16        business that makes it not reasonably practicable to
17        carry on the business with the member.
18        (7) The member's:
19            (A) becoming a debtor in bankruptcy;
20            (B) executing an assignment for the benefit of
21        creditors;
22            (C) seeking, consenting to, or acquiescing in the
23        appointment of a trustee, receiver, or liquidator of
24        the member or of all or substantially all of the
25        member's property; or
26            (D) failing, within 90 days after the appointment,

 

 

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1        to have vacated or stayed the appointment of a trustee,
2        receiver, or liquidator of the member or of all or
3        substantially all of the member's property obtained
4        without the member's consent or acquiescence, or
5        failing within 90 days after the expiration of a stay
6        to have the appointment vacated.
7        (8) In the case of a member who is an individual:
8            (A) the member's death;
9            (B) the appointment of a guardian or general
10        conservator for the member; or
11            (C) a judicial determination that the member has
12        otherwise become incapable of performing the member's
13        duties under the operating agreement.
14        (9) In the case of a member that is a trust or is
15    acting as a member by virtue of being a trustee of a trust,
16    distribution of the trust's entire rights to receive
17    distributions from the company, but not merely by reason of
18    the substitution of a successor trustee.
19        (10) In the case of a member that is an estate or is
20    acting as a member by virtue of being a personal
21    representative of an estate, distribution of the estate's
22    entire rights to receive distributions from the company,
23    but not merely the substitution of a successor personal
24    representative.
25        (11) Termination of the existence of a member if the
26    member is not an individual, estate, or trust other than a

 

 

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1    business trust.
2        (12) In the case of a company that participates in a
3    merger under Article 37, if:
4            (A) the company is not the surviving entity; or
5            (B) otherwise as a result of the merger, the person
6        ceases to be a member.
7        (13) The company participates in a conversion under the
8    Entity Omnibus Act Article 37.
9        (14) The company participates in a domestication under
10    the Entity Omnibus Act Article 37, if, as a result, the
11    person ceases to be a member.
12(Source: P.A. 99-637, eff. 7-1-17.)
 
13    (805 ILCS 180/37-5)
14    (Text of Section before amendment by P.A. 99-637)
15    Sec. 37-5. Definitions. In this Article:
16    "Corporation" means (i) a corporation under the Business
17Corporation Act of 1983, a predecessor law, or comparable law
18of another jurisdiction or (ii) a bank or savings bank.
19    "General partner" means a partner in a partnership and a
20general partner in a limited partnership.
21    "Limited partner" means a limited partner in a limited
22partnership.
23    "Limited partnership" means a limited partnership created
24under the Uniform Limited Partnership Act (2001), a predecessor
25law, or comparable law of another jurisdiction.

 

 

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1    "Partner" includes a general partner and a limited partner.
2    "Partnership" means a general partnership under the
3Uniform Partnership Act (1997), a predecessor law, or
4comparable law of another jurisdiction.
5    "Partnership agreement" means an agreement among the
6partners concerning the partnership or limited partnership.
7    "Shareholder" means a shareholder in a corporation.
8(Source: P.A. 96-328, eff. 8-11-09.)
 
9    (Text of Section after amendment by P.A. 99-637)
10    Sec. 37-5. Definitions. In this Article:
11    "Constituent limited liability company" means a
12constituent organization that is a limited liability company.
13    "Constituent organization" means an organization that is
14party to a merger.
15    "Converted organization" means the organization into which
16a converting organization converts pursuant to Sections 37-10
17through 37-17.
18    "Converting limited liability company" means a converting
19organization that is a limited liability company.
20    "Converting organization" means an organization that
21converts into another organization pursuant to Sections 37-10
22through 37-17.
23    "Domesticated company" means the company that exists after
24a domesticating foreign limited liability company or limited
25liability company effects a domestication pursuant to Sections

 

 

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137-31 through 37-34.
2    "Domesticating company" means the company that effects a
3domestication pursuant to Sections 37-31 through 37-34.
4    "Governing statute" means the statute that governs an
5organization's internal affairs.
6    "Organization" means a general partnership, including a
7limited liability partnership, limited partnership, including
8a limited liability limited partnership, limited liability
9company, business trust, corporation, or any other person
10having a governing statute. The term includes a domestic or
11foreign organization regardless of whether organized for
12profit.
13    "Organizational document" means:
14        (1) for a domestic or foreign general partnership, its
15    partnership agreement;
16        (2) for a limited partnership or foreign limited
17    partnership, its certificate of limited partnership and
18    partnership agreement;
19        (3) for a domestic or foreign limited liability
20    company, its certificate or articles of organization and
21    operating agreement, or comparable records as provided in
22    its governing statute;
23        (4) for a business trust, its agreement of trust and
24    declaration of trust;
25        (5) for a domestic or foreign corporation for profit,
26    its articles of incorporation, bylaws, and any agreements

 

 

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1    among its shareholders which are authorized by its
2    governing statute, or comparable records as provided in its
3    governing statute; and
4        (6) for any other organization, the basic records that
5    create the organization and determine its internal
6    governance and the relations among the persons that own it,
7    have an interest in it, or are members of it.
8    "Personal liability" means liability for a debt,
9obligation, or other liability of an organization which is
10imposed on a person that co-owns, has an interest in, or is a
11member of the organization:
12        (1) by the governing statute solely by reason of the
13    person co-owning, having an interest in, or being a member
14    of the organization; or
15        (2) by the organization's organizational documents
16    under a provision of the governing statute authorizing
17    those documents to make one or more specified persons
18    liable for all or specified debts, obligations, or other
19    liabilities of the organization solely by reason of the
20    person or persons co-owning, having an interest in, or
21    being a member of the organization.
22    "Surviving organization" means an organization into which
23one or more other organizations are merged, whether the
24organization preexisted the merger or was created by the
25merger.
26(Source: P.A. 99-637, eff. 7-1-17.)
 

 

 

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1    (805 ILCS 180/37-10)
2    (Text of Section before amendment by P.A. 99-637)
3    Sec. 37-10. Conversion of partnership or limited
4partnership to limited liability company.
5    (a) A partnership or limited partnership may be converted
6to a limited liability company pursuant to this Section if
7conversion to a limited liability company is permitted under
8the law governing the partnership or limited partnership.
9    (b) The terms and conditions of a conversion of a
10partnership or limited partnership to a limited liability
11company must be approved by all of the partners or by a number
12or percentage of the partners required for conversion in the
13partnership agreement.
14    (c) An agreement of conversion must set forth the terms and
15conditions of the conversion of the interests of partners of a
16partnership or of a limited partnership, as the case may be,
17into interests in the converted limited liability company or
18the cash or other consideration to be paid or delivered as a
19result of the conversion of the interests of the partners, or a
20combination thereof.
21    (d) After a conversion is approved under subsection (b) of
22this Section, the partnership or limited partnership shall file
23articles of organization in the office of the Secretary of
24State that satisfy the requirements of Section 5-5 and contain
25all of the following:

 

 

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1        (1) A statement that the partnership or limited
2    partnership was converted to a limited liability company
3    from a partnership or limited partnership, as the case may
4    be.
5        (2) Its former name.
6        (3) A statement of the number of votes cast by the
7    partners entitled to vote for and against the conversion
8    and, if the vote is less than unanimous, the number or
9    percentage required to approve the conversion under
10    subsection (b) of this Section.
11        (4) In the case of a limited partnership, a statement
12    that the certificate of limited partnership shall be
13    canceled as of the date the conversion took effect.
14    (e) In the case of a limited partnership, the filing of
15articles of organization under subsection (d) of this Section
16cancels its certificate of limited partnership as of the date
17the conversion took effect.
18    (f) A conversion takes effect when the articles of
19organization are filed in the office of the Secretary of State
20or on a date specified in the articles of organization not
21later than 30 days subsequent to the filing of the articles of
22organization.
23    (g) A general partner who becomes a member of a limited
24liability company as a result of a conversion remains liable as
25a partner for an obligation incurred by the partnership or
26limited partnership before the conversion takes effect.

 

 

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1    (h) A general partner's liability for all obligations of
2the limited liability company incurred after the conversion
3takes effect is that of a member of the company. A limited
4partner who becomes a member as a result of a conversion
5remains liable only to the extent the limited partner was
6liable for an obligation incurred by the limited partnership
7before the conversion takes effect.
8(Source: P.A. 90-424, eff. 1-1-98.)
 
9    (Text of Section after amendment by P.A. 99-637)
10    Sec. 37-10. Conversions and domestications Conversion.
11    (a) Conversions and domestications are governed by the
12Entity Omnibus Act. An organization other than a limited
13liability company or a foreign limited liability company may
14convert to a limited liability company, and a limited liability
15company may convert to an organization other than a foreign
16limited liability company pursuant to this Section, Sections
1737-15 through 37-17, and a plan of conversion, if:
18        (1) the other organization's governing statute
19    authorizes the conversion;
20        (2) the conversion is not prohibited by the law of the
21    jurisdiction that enacted the other organization's
22    governing statute; and
23        (3) the other organization complies with its governing
24    statute in effecting the conversion.
25    (b) (Blank). A plan of conversion must be in a record and

 

 

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1must include:
2        (1) the name and form of the organization before
3    conversion;
4        (2) the name and form of the organization after
5    conversion;
6        (3) the terms and conditions of the conversion,
7    including the manner and basis for converting interests in
8    the converting organization into any combination of money,
9    interests in the converted organization, and other
10    consideration; and
11        (4) the organizational documents of the converted
12    organization that are, or are proposed to be, in a record.
13(Source: P.A. 99-637, eff. 7-1-17.)
 
14    (805 ILCS 180/37-36)
15    (This Section may contain text from a Public Act with a
16delayed effective date)
17    Sec. 37-36. Restrictions on approval of mergers and
18conversions.
19    (a) If a member of a merging or converting limited
20liability company will have personal liability with respect to
21a surviving or converted organization, approval or amendment of
22a plan of merger or conversion is ineffective without the
23consent of the member, unless:
24        (1) the company's operating agreement provides for
25    approval of a merger or conversion with the consent of

 

 

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1    fewer than all the members; and
2        (2) the member has consented to the provision of the
3    operating agreement.
4    (b) A member does not give the consent required by
5subsection (a) merely by consenting to a provision of the
6operating agreement that permits the operating agreement to be
7amended with the consent of fewer than all the members.
8(Source: P.A. 99-637, eff. 7-1-17.)
 
9    (805 ILCS 180/50-10)
10    (Text of Section before amendment by P.A. 99-637)
11    Sec. 50-10. Fees.
12    (a) The Secretary of State shall charge and collect in
13accordance with the provisions of this Act and rules
14promulgated under its authority all of the following:
15        (1) Fees for filing documents.
16        (2) Miscellaneous charges.
17        (3) Fees for the sale of lists of filings and for
18    copies of any documents.
19    (b) The Secretary of State shall charge and collect for all
20of the following:
21        (1) Filing articles of organization (domestic),
22    application for admission (foreign), and restated articles
23    of organization (domestic), $500. Notwithstanding the
24    foregoing, the fee for filing articles of organization
25    (domestic), application for admission (foreign), and

 

 

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1    restated articles of organization (domestic) in connection
2    with a limited liability company with ability to establish
3    series pursuant to Section 37-40 of this Act is $750.
4        (2) Filing articles of amendment or an amended
5    application for admission, $150.
6        (3) Filing articles of dissolution or application for
7    withdrawal, $100.
8        (4) Filing an application to reserve a name, $300.
9        (5) Filing a notice of cancellation of a reserved name,
10    $100.
11        (6) Filing a notice of a transfer of a reserved name,
12    $100.
13        (7) Registration of a name, $300.
14        (8) Renewal of registration of a name, $100.
15        (9) Filing an application for use of an assumed name
16    under Section 1-20 of this Act, $150 for each year or part
17    thereof ending in 0 or 5, $120 for each year or part
18    thereof ending in 1 or 6, $90 for each year or part thereof
19    ending in 2 or 7, $60 for each year or part thereof ending
20    in 3 or 8, $30 for each year or part thereof ending in 4 or
21    9, and a renewal for each assumed name, $150.
22        (10) Filing an application for change or cancellation
23    of an assumed name, $100.
24        (11) Filing an annual report of a limited liability
25    company or foreign limited liability company, $250, if
26    filed as required by this Act, plus a penalty if

 

 

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1    delinquent. Notwithstanding the foregoing, the fee for
2    filing an annual report of a limited liability company or
3    foreign limited liability company with ability to
4    establish series is $250 plus $50 for each series for which
5    a certificate of designation has been filed pursuant to
6    Section 37-40 of this Act and active on the last day of the
7    third month preceding the company's anniversary month,
8    plus a penalty if delinquent.
9        (12) Filing an application for reinstatement of a
10    limited liability company or foreign limited liability
11    company $500.
12        (13) Filing Articles of Merger, $100 plus $50 for each
13    party to the merger in excess of the first 2 parties.
14        (14) Filing an Agreement of Conversion or Statement of
15    Conversion, $100.
16        (15) Filing a statement of change of address of
17    registered office or change of registered agent, or both,
18    or filing a statement of correction, $25.
19        (16) Filing a petition for refund, $15.
20        (17) Filing any other document, $100.
21        (18) Filing a certificate of designation of a limited
22    liability company with the ability to establish series
23    pursuant to Section 37-40 of this Act, $50.
24    (c) The Secretary of State shall charge and collect all of
25the following:
26        (1) For furnishing a copy or certified copy of any

 

 

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1    document, instrument, or paper relating to a limited
2    liability company or foreign limited liability company, or
3    for a certificate, $25.
4        (2) For the transfer of information by computer process
5    media to any purchaser, fees established by rule.
6(Source: P.A. 97-839, eff. 7-20-12.)
 
7    (Text of Section after amendment by P.A. 99-637)
8    Sec. 50-10. Fees.
9    (a) The Secretary of State shall charge and collect in
10accordance with the provisions of this Act and rules
11promulgated under its authority all of the following:
12        (1) Fees for filing documents.
13        (2) Miscellaneous charges.
14        (3) Fees for the sale of lists of filings and for
15    copies of any documents.
16    (b) The Secretary of State shall charge and collect for all
17of the following:
18        (1) Filing articles of organization (domestic),
19    application for admission (foreign), and restated articles
20    of organization (domestic), $500. Notwithstanding the
21    foregoing, the fee for filing articles of organization
22    (domestic), application for admission (foreign), and
23    restated articles of organization (domestic) in connection
24    with a limited liability company with a series or the
25    ability to establish a series pursuant to Section 37-40 of

 

 

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1    this Act is $750.
2        (2) Filing amendments (domestic or foreign), $150.
3        (3) Filing a statement of termination or application
4    for withdrawal, $25.
5        (4) Filing an application to reserve a name, $300.
6        (5) Filing a notice of cancellation of a reserved name,
7    $100.
8        (6) Filing a notice of a transfer of a reserved name,
9    $100.
10        (7) Registration of a name, $300.
11        (8) Renewal of registration of a name, $100.
12        (9) Filing an application for use of an assumed name
13    under Section 1-20 of this Act, $150 for each year or part
14    thereof ending in 0 or 5, $120 for each year or part
15    thereof ending in 1 or 6, $90 for each year or part thereof
16    ending in 2 or 7, $60 for each year or part thereof ending
17    in 3 or 8, $30 for each year or part thereof ending in 4 or
18    9, and a renewal for each assumed name, $150.
19        (10) Filing an application for change or cancellation
20    of an assumed name, $100.
21        (11) Filing an annual report of a limited liability
22    company or foreign limited liability company, $250, if
23    filed as required by this Act, plus a penalty if
24    delinquent. Notwithstanding the foregoing, the fee for
25    filing an annual report of a limited liability company or
26    foreign limited liability company is $250 plus $50 for each

 

 

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1    series for which a certificate of designation has been
2    filed pursuant to Section 37-40 of this Act and is in
3    effect on the last day of the third month preceding the
4    company's anniversary month, plus a penalty if delinquent.
5        (12) Filing an application for reinstatement of a
6    limited liability company or foreign limited liability
7    company $500.
8        (13) Filing articles of merger, $100 plus $50 for each
9    party to the merger in excess of the first 2 parties.
10        (14) (Blank). Filing articles of conversion, $100.
11        (15) Filing a statement of change of address of
12    registered office or change of registered agent, or both,
13    or filing a statement of correction, $25.
14        (16) Filing a petition for refund, $15.
15        (17) Filing a certificate of designation of a limited
16    liability company with a series pursuant to Section 37-40
17    of this Act, $50.
18        (18) Filing articles of domestication, $100.
19        (19) Filing, amending, or cancelling a statement of
20    authority, $50.
21        (20) Filing, amending, or cancelling a statement of
22    denial, $10.
23        (21) Filing any other document, $100.
24    (c) The Secretary of State shall charge and collect all of
25the following:
26        (1) For furnishing a copy or certified copy of any

 

 

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1    document, instrument, or paper relating to a limited
2    liability company or foreign limited liability company, or
3    for a certificate, $25.
4        (2) For the transfer of information by computer process
5    media to any purchaser, fees established by rule.
6(Source: P.A. 99-637, eff. 7-1-17.)
 
7    (805 ILCS 180/50-50)
8    Sec. 50-50. Department of Business Services Special
9Operations Fund.
10    (a) A special fund in the State treasury is created and
11shall be known as the Department of Business Services Special
12Operations Fund. Moneys deposited into the Fund shall, subject
13to appropriation, be used by the Department of Business
14Services of the Office of the Secretary of State, hereinafter
15"Department", to create and maintain the capability to perform
16expedited services in response to special requests made by the
17public for same-day or 24-hour service. Moneys deposited into
18the Fund shall be used for, but not limited to, expenditures
19for personal services, retirement, Social Security,
20contractual services, equipment, electronic data processing,
21and telecommunications.
22    (b) The balance in the Fund at the end of any fiscal year
23shall not exceed $600,000, and any amount in excess thereof
24shall be transferred to the General Revenue Fund.
25    (c) All fees payable to the Secretary of State under this

 

 

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1Section shall be deposited into the Fund. No other fees or
2charges collected under this Act shall be deposited into the
3Fund.
4    (d) "Expedited services" means services rendered within
5the same day, or within 24 hours from the time, the request
6therefor is submitted by the filer, law firm, service company,
7or messenger physically in person or, at the Secretary of
8State's discretion, by electronic means, to the Department's
9Springfield Office and includes requests for certified copies,
10photocopies, and certificates of good standing made to the
11Department's Springfield Office in person or by telephone, or
12requests for certificates of good standing made in person or by
13telephone to the Department's Chicago Office.
14    (e) Fees for expedited services shall be as follows:
15    Restated articles of organization, $200;
16    Merger or conversion, $200;
17    Articles of organization, $100;
18    Articles of amendment, $100;
19    Reinstatement, $100;
20    Application for admission to transact business, $100;
21    Certificate of good standing or abstract of computer
22record, $20;
23    All other filings, copies of documents, annual reports, and
24copies of documents of dissolved or revoked limited liability
25companies, $50.
26(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 9-1-03.)
 

 

 

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1    (805 ILCS 180/50-55 new)
2    Sec. 50-55. Disposition of fees. Until July 1, 2021, of the
3total money collected for the filing of annual reports under
4this Act, $10 of the filing fee shall be paid into the
5Department of Business Services Special Operations Fund. The
6remaining money collected for the filing of annual reports
7under this Act shall be deposited into the General Revenue Fund
8in the State Treasury.
 
9    (805 ILCS 180/37-15 rep.)
10    (805 ILCS 180/37-16 rep.)
11    (805 ILCS 180/37-17 rep.)
12    (805 ILCS 180/37-31 rep.)
13    (805 ILCS 180/37-32 rep.)
14    (805 ILCS 180/37-33 rep.)
15    (805 ILCS 180/37-34 rep.)
16    Section 906. The Limited Liability Company Act is amended
17by repealing Sections 37-15, 37-16, 37-17, 37-31, 37-32, 37-33,
18and 37-34.
 
19    Section 907. The Uniform Partnership Act (1997) is amended
20by changing Section 902 as follows:
 
21    (805 ILCS 206/902)
22    Sec. 902. Conversions and domestications Conversion of

 

 

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1partnership to limited partnership.
2    (a) Conversions and domestications are governed by the
3Entity Omnibus Act A partnership may be converted to a limited
4partnership pursuant to this Section.
5    (b) (Blank). The terms and conditions of a conversion of a
6partnership to a limited partnership must be approved by all of
7the partners or by a number or percentage specified for
8conversion in the partnership agreement.
9    (c) (Blank). After the conversion is approved by the
10partners, the partnership shall file a certificate of limited
11partnership in the jurisdiction in which the limited
12partnership is to be formed. The certificate must include:
13        (1) a statement that the partnership was converted to a
14    limited partnership from a partnership;
15        (2) its former name; and
16        (3) a statement of the number of votes cast by the
17    partners for and against the conversion and, if the vote is
18    less than unanimous, the number or percentage required to
19    approve the conversion under the partnership agreement.
20    (d) (Blank). The conversion takes effect when the
21certificate of limited partnership is filed or at any later
22date specified in the certificate.
23    (e) (Blank). A general partner who becomes a limited
24partner as a result of the conversion remains liable as a
25general partner for an obligation incurred by the partnership
26before the conversion takes effect. If the other party to a

 

 

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1transaction with the limited partnership reasonably believes
2when entering the transaction that the limited partner is a
3general partner, the limited partner is liable for an
4obligation incurred by the limited partnership within 90 days
5after the conversion takes effect. The limited partner's
6liability for all other obligations of the limited partnership
7incurred after the conversion takes effect is that of a limited
8partner as provided in the Uniform Limited Partnership Act
9(2001).
10(Source: P.A. 92-740, eff. 1-1-03; 93-967, eff. 1-1-05.)
 
11    (805 ILCS 206/903 rep.)
12    (805 ILCS 206/904 rep.)
13    (805 ILCS 206/909 rep.)
14    Section 908. The Uniform Partnership Act (1997) is amended
15by repealing Sections 903, 904, and 909.
 
16    Section 909. The Uniform Limited Partnership Act (2001) is
17amended by changing Sections 103, 110, 1101, 1102, 1110, 1111,
181112, 1113, and 1308 as follows:
 
19    (805 ILCS 215/103)
20    Sec. 103. Knowledge and notice.
21    (a) A person knows a fact if the person has actual
22knowledge of it.
23    (b) A person has notice of a fact if the person:

 

 

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1        (1) knows of it;
2        (2) has received a notification of it;
3        (3) has reason to know it exists from all of the facts
4    known to the person at the time in question; or
5        (4) has notice of it under subsection (c) or (d).
6    (c) A certificate of limited partnership on file in the
7Office of the Secretary of State is notice that the partnership
8is a limited partnership and the persons designated in the
9certificate as general partners are general partners. Except as
10otherwise provided in subsection (d), the certificate is not
11notice of any other fact.
12    (d) A person has notice of:
13         (1) another person's dissociation as a general
14    partner, 90 days after the effective date of an amendment
15    to the certificate of limited partnership which states that
16    the other person has dissociated or 90 days after the
17    effective date of a statement of dissociation pertaining to
18    the other person, whichever occurs first;
19        (2) a limited partnership's dissolution, 90 days after
20    the effective date of an amendment to the certificate of
21    limited partnership stating that the limited partnership
22    is dissolved;
23        (3) a limited partnership's termination, 90 days after
24    the effective date of a statement of termination;
25        (4) a limited partnership's conversion pursuant to the
26    Entity Omnibus Act under Article 11, 90 days after the

 

 

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1    effective date of the statement articles of conversion; or
2        (4.5) a limited partnership's domestication pursuant
3    to the Entity Omnibus Act, 90 days after the effective date
4    of the statement of domestication; or
5        (5) a merger under Article 11, 90 days after the
6    effective date of the articles of merger.
7    (e) A person notifies or gives a notification to another
8person by taking steps reasonably required to inform the other
9person in ordinary course, whether or not the other person
10learns of it.
11    (f) A person receives a notification when the notification:
12        (1) comes to the person's attention; or
13        (2) is delivered at the person's place of business or
14    at any other place held out by the person as a place for
15    receiving communications.
16    (g) Except as otherwise provided in subsection (h), a
17person other than an individual knows, has notice, or receives
18a notification of a fact for purposes of a particular
19transaction when the individual conducting the transaction for
20the person knows, has notice, or receives a notification of the
21fact, or in any event when the fact would have been brought to
22the individual's attention if the person had exercised
23reasonable diligence. A person other than an individual
24exercises reasonable diligence if it maintains reasonable
25routines for communicating significant information to the
26individual conducting the transaction for the person and there

 

 

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1is reasonable compliance with the routines. Reasonable
2diligence does not require an individual acting for the person
3to communicate information unless the communication is part of
4the individual's regular duties or the individual has reason to
5know of the transaction and that the transaction would be
6materially affected by the information.
7    (h) A general partner's knowledge, notice, or receipt of a
8notification of a fact relating to the limited partnership is
9effective immediately as knowledge of, notice to, or receipt of
10a notification by the limited partnership, except in the case
11of a fraud on the limited partnership committed by or with the
12consent of the general partner. A limited partner's knowledge,
13notice, or receipt of a notification of a fact relating to the
14limited partnership is not effective as knowledge of, notice
15to, or receipt of a notification by the limited partnership.
16(Source: P.A. 93-967, eff. 1-1-05.)
 
17    (805 ILCS 215/110)
18    Sec. 110. Effect of partnership agreement; nonwaivable
19provisions.
20    (a) Except as otherwise provided in subsection (b), the
21partnership agreement governs relations among the partners and
22between the partners and the partnership. To the extent the
23partnership agreement does not otherwise provide, this Act
24governs relations among the partners and between the partners
25and the partnership.

 

 

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1    (b) A partnership agreement may not:
2        (1) vary a limited partnership's power under Section
3    105 to sue, be sued, and defend in its own name;
4        (2) vary the law applicable to a limited partnership
5    under Section 106;
6        (3) vary the requirements of Section 204;
7        (4) vary the information required under Section 111 or
8    unreasonably restrict the right to information under
9    Sections 304 or 407, but the partnership agreement may
10    impose reasonable restrictions on the availability and use
11    of information obtained under those Sections and may define
12    appropriate remedies, including liquidated damages, for a
13    breach of any reasonable restriction on use;
14        (5) eliminate or reduce fiduciary duties, but the
15    partnership agreement may:
16            (A) identify specific types or categories of
17        activities that do not violate the duties, if not
18        manifestly unreasonable; and
19            (B) specify the number or percentage of partners
20        which may authorize or ratify, after full disclosure to
21        all partners of all material facts, a specific act or
22        transaction that otherwise would violate these duties;
23        (6) eliminate the obligation of good faith and fair
24    dealing under Sections 305(b) and 408(d), but the
25    partnership agreement may prescribe the standards by which
26    the performance of the obligation is to be measured, if the

 

 

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1    standards are not manifestly unreasonable;
2        (7) vary the power of a person to dissociate as a
3    general partner under Section 604(a) except to require that
4    the notice under Section 603(1) be in a record;
5        (8) vary the power of a court to decree dissolution in
6    the circumstances specified in Section 802;
7        (9) vary the requirement to wind up the partnership's
8    business as specified in Section 803;
9        (10) unreasonably restrict the right to maintain an
10    action under Article 10;
11        (11) restrict the right of a partner under Section
12    1110(a) to approve a conversion, domestication, or merger
13    or the right of a general partner under Section 1110(b) to
14    consent to an amendment to the certificate of limited
15    partnership which deletes a statement that the limited
16    partnership is a limited liability limited partnership; or
17        (12) restrict rights under this Act of a person other
18    than a partner or a transferee.
19(Source: P.A. 93-967, eff. 1-1-05.)
 
20    (805 ILCS 215/1101)
21    Sec. 1101. Definitions. In this Article:
22    (1) "Constituent limited partnership" means a constituent
23organization that is a limited partnership.
24    (2) "Constituent organization" means an organization that
25is party to a merger.

 

 

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1    (3) (Blank). "Converted organization" means the
2organization into which a converting organization converts
3pursuant to Sections 1102 through 1105.
4    (4) (Blank). "Converting limited partnership" means a
5converting organization that is a limited partnership.
6    (5) (Blank). "Converting organization" means an
7organization that converts into another organization pursuant
8to Section 1102.
9    (6) "General partner" means a general partner of a limited
10partnership.
11    (7) "Governing statute" of an organization means the
12statute that governs the organization's internal affairs.
13    (8) "Organization" means a general partnership, including
14a limited liability partnership; limited partnership,
15including a limited liability limited partnership; limited
16liability company; business trust; corporation; or any other
17person having a governing statute. The term includes domestic
18and foreign organizations whether or not organized for profit.
19    (9) "Organizational documents" means:
20        (A) for a domestic or foreign general partnership, its
21    partnership agreement;
22        (B) for a limited partnership or foreign limited
23    partnership, its certificate of limited partnership and
24    partnership agreement;
25        (C) for a domestic or foreign limited liability
26    company, its articles of organization and operating

 

 

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1    agreement, or comparable records as provided in its
2    governing statute;
3        (D) for a business trust, its agreement of trust and
4    declaration of trust;
5        (E) for a domestic or foreign corporation for profit,
6    its articles of incorporation, bylaws, and other
7    agreements among its shareholders which are authorized by
8    its governing statute, or comparable records as provided in
9    its governing statute; and
10        (F) for any other organization, the basic records that
11    create the organization and determine its internal
12    governance and the relations among the persons that own it,
13    have an interest in it, or are members of it.
14    (10) "Personal liability" means personal liability for a
15debt, liability, or other obligation of an organization which
16is imposed on a person that co-owns, has an interest in, or is
17a member of the organization:
18        (A) by the organization's governing statute solely by
19    reason of the person co-owning, having an interest in, or
20    being a member of the organization; or
21        (B) by the organization's organizational documents
22    under a provision of the organization's governing statute
23    authorizing those documents to make one or more specified
24    persons liable for all or specified debts, liabilities, and
25    other obligations of the organization solely by reason of
26    the person or persons co-owning, having an interest in, or

 

 

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1    being a member of the organization.
2    (11) "Surviving organization" means an organization into
3which one or more other organizations are merged. A surviving
4organization may preexist the merger or be created by the
5merger.
6(Source: P.A. 93-967, eff. 1-1-05.)
 
7    (805 ILCS 215/1102)
8    Sec. 1102. Conversions and domestications Conversion.
9    (a) Conversions and domestications are governed by the
10Entity Omnibus Act. An organization other than a limited
11partnership may convert to a limited partnership, and a limited
12partnership may convert to another organization pursuant to
13this Section and Sections 1103 through 1105 and a plan of
14conversion, if:
15        (1) the other organization's governing statute
16    authorizes the conversion;
17        (2) the conversion is not prohibited by the law of the
18    jurisdiction that enacted the governing statute; and
19        (3) the other organization complies with its governing
20    statute in effecting the conversion.
21    (b) (Blank). A plan of conversion must be in a record and
22must include:
23        (1) the name and form of the organization before
24    conversion;
25        (2) the name and form of the organization after

 

 

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1    conversion; and
2        (3) the terms and conditions of the conversion,
3    including the manner and basis for converting interests in
4    the converting organization into any combination of money,
5    interests in the converted organization, and other
6    consideration; and
7        (4) the organizational documents of the converted
8    organization.
9(Source: P.A. 93-967, eff. 1-1-05.)
 
10    (805 ILCS 215/1110)
11    Sec. 1110. Restrictions on approval of conversions and
12mergers and on relinquishing LLLP status.
13    (a) If a partner of a converting or constituent limited
14partnership will have personal liability with respect to a
15converted or surviving organization, approval and amendment of
16a plan of conversion or merger are ineffective without the
17consent of the partner, unless:
18        (1) the limited partnership's partnership agreement
19    provides for the approval of the conversion or merger with
20    the consent of fewer than all the partners; and
21        (2) the partner has consented to the provision of the
22    partnership agreement.
23    (b) An amendment to a certificate of limited partnership
24which deletes a statement that the limited partnership is a
25limited liability limited partnership is ineffective without

 

 

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1the consent of each general partner unless:
2        (1) the limited partnership's partnership agreement
3    provides for the amendment with the consent of less than
4    all the general partners; and
5        (2) each general partner that does not consent to the
6    amendment has consented to the provision of the partnership
7    agreement.
8    (c) A partner does not give the consent required by
9subsection (a) or (b) merely by consenting to a provision of
10the partnership agreement which permits the partnership
11agreement to be amended with the consent of fewer than all the
12partners.
13(Source: P.A. 93-967, eff. 1-1-05.)
 
14    (805 ILCS 215/1111)
15    Sec. 1111. Liability of general partner after conversion or
16merger.
17    (a) A conversion or merger under this Article does not
18discharge any liability under Sections 404 and 607 of a person
19that was a general partner in or dissociated as a general
20partner from a converting or constituent limited partnership,
21but:
22        (1) the provisions of this Act pertaining to the
23    collection or discharge of the liability continue to apply
24    to the liability;
25        (2) for the purposes of applying those provisions, the

 

 

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1    converted or surviving organization is deemed to be the
2    converting or constituent limited partnership; and
3        (3) if a person is required to pay any amount under
4    this subsection:
5            (A) the person has a right of contribution from
6        each other person that was liable as a general partner
7        under Section 404 when the obligation was incurred and
8        has not been released from the obligation under Section
9        607; and
10            (B) the contribution due from each of those persons
11        is in proportion to the right to receive distributions
12        in the capacity of general partner in effect for each
13        of those persons when the obligation was incurred.
14    (b) In addition to any other liability provided by law:
15        (1) a person that immediately before a conversion or
16    merger became effective was a general partner in a
17    converting or constituent limited partnership that was not
18    a limited liability limited partnership is personally
19    liable for each obligation of the converted or surviving
20    organization arising from a transaction with a third party
21    after the conversion or merger becomes effective, if, at
22    the time the third party enters into the transaction, the
23    third party:
24            (A) does not have notice of the conversion or
25        merger; and
26            (B) reasonably believes that:

 

 

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1                (i) the converted or surviving business is the
2            converting or constituent limited partnership;
3                (ii) the converting or constituent limited
4            partnership is not a limited liability limited
5            partnership; and
6                (iii) the person is a general partner in the
7            converting or constituent limited partnership; and
8        (2) a person that was dissociated as a general partner
9    from a converting or constituent limited partnership
10    before the conversion or merger became effective is
11    personally liable for each obligation of the converted or
12    surviving organization arising from a transaction with a
13    third party after the conversion or merger becomes
14    effective, if:
15            (A) immediately before the conversion or merger
16        became effective the converting or surviving limited
17        partnership was not a limited liability limited
18        partnership; and
19            (B) at the time the third party enters into the
20        transaction less than 2 two years have passed since the
21        person dissociated as a general partner and the third
22        party:
23                (i) does not have notice of the dissociation;
24                (ii) does not have notice of the conversion or
25            merger; and
26                (iii) reasonably believes that the converted

 

 

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1            or surviving organization is the converting or
2            constituent limited partnership, the converting or
3            constituent limited partnership is not a limited
4            liability limited partnership, and the person is a
5            general partner in the converting or constituent
6            limited partnership.
7(Source: P.A. 93-967, eff. 1-1-05.)
 
8    (805 ILCS 215/1112)
9    Sec. 1112. Power of general partners and persons
10dissociated as general partners to bind organization after
11conversion or merger.
12    (a) An act of a person that immediately before a conversion
13or merger became effective was a general partner in a
14converting or constituent limited partnership binds the
15converted or surviving organization after the conversion or
16merger becomes effective, if:
17        (1) before the conversion or merger became effective,
18    the act would have bound the converting or constituent
19    limited partnership under Section 402; and
20        (2) at the time the third party enters into the
21    transaction, the third party:
22            (A) does not have notice of the conversion or
23        merger; and
24            (B) reasonably believes that the converted or
25        surviving business is the converting or constituent

 

 

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1        limited partnership and that the person is a general
2        partner in the converting or constituent limited
3        partnership.
4    (b) An act of a person that before a conversion or merger
5became effective was dissociated as a general partner from a
6converting or constituent limited partnership binds the
7converted or surviving organization after the conversion or
8merger becomes effective, if:
9        (1) before the conversion or merger became effective,
10    the act would have bound the converting or constituent
11    limited partnership under Section 402 if the person had
12    been a general partner; and
13        (2) at the time the third party enters into the
14    transaction, less than 2 two years have passed since the
15    person dissociated as a general partner and the third
16    party:
17            (A) does not have notice of the dissociation;
18            (B) does not have notice of the conversion or
19        merger; and
20            (C) reasonably believes that the converted or
21        surviving organization is the converting or
22        constituent limited partnership and that the person is
23        a general partner in the converting or constituent
24        limited partnership.
25    (c) If a person having knowledge of the conversion or
26merger causes a converted or surviving organization to incur an

 

 

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1obligation under subsection (a) or (b), the person is liable:
2        (1) to the converted or surviving organization for any
3    damage caused to the organization arising from the
4    obligation; and
5        (2) if another person is liable for the obligation, to
6    that other person for any damage caused to that other
7    person arising from the liability.
8(Source: P.A. 93-967, eff. 1-1-05.)
 
9    (805 ILCS 215/1113)
10    Sec. 1113. Article not exclusive. This Article does not
11preclude an entity from being converted, domesticated, or
12merged under other law.
13(Source: P.A. 93-967, eff. 1-1-05.)
 
14    (805 ILCS 215/1308)
15    Sec. 1308. Department of Business Services Special
16Operations Fund.
17    (a) A special fund in the State Treasury is created and
18shall be known as the Department of Business Services Special
19Operations Fund. Moneys deposited into the Fund shall, subject
20to appropriation, be used by the Department of Business
21Services of the Office of the Secretary of State, hereinafter
22"Department", to create and maintain the capability to perform
23expedited services in response to special requests made by the
24public for same day or 24 hour service. Moneys deposited into

 

 

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1the Fund shall be used for, but not limited to, expenditures
2for personal services, retirement, Social Security,
3contractual services, equipment, electronic data processing,
4and telecommunications.
5    (b) The balance in the Fund at the end of any fiscal year
6shall not exceed $600,000 and any amount in excess thereof
7shall be transferred to the General Revenue Fund.
8    (c) All fees payable to the Secretary of State under this
9Section shall be deposited into the Fund. No other fees or
10charges collected under this Act shall be deposited into the
11Fund.
12    (d) "Expedited services" means services rendered within
13the same day, or within 24 hours from the time the request
14therefor is submitted by the filer, law firm, service company,
15or messenger physically in person or, at the Secretary of
16State's discretion, by electronic means, to the Department's
17Springfield Office or Chicago Office and includes requests for
18certified copies, photocopies, and certificates of existence
19or abstracts of computer record made to the Department's
20Springfield Office in person or by telephone, or requests for
21certificates of existence or abstracts of computer record made
22in person or by telephone to the Department's Chicago Office.
23    (e) Fees for expedited services shall be as follows:
24        Merger or conversion, $200;
25        Certificate of limited partnership, $100;
26        Certificate of amendment, $100;

 

 

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1        Reinstatement, $100;
2        Application for admission to transact business, $100;
3        Certificate of existence or abstract of computer
4    record, $20;
5        All other filings, copies of documents, annual renewal
6    reports, and copies of documents of canceled limited
7    partnerships, $50.
8(Source: P.A. 97-839, eff. 7-20-12; 98-463, eff. 8-16-13.)
 
9    (805 ILCS 215/1103 rep.)
10    (805 ILCS 215/1104 rep.)
11    (805 ILCS 215/1105 rep.)
12    Section 910 The Uniform Limited Partnership Act (2001) is
13amended by repealing Sections 1103, 1104, and 1105.
 
14    Section 995. No acceleration or delay. Where this Act makes
15changes in a statute that is represented in this Act by text
16that is not yet or no longer in effect (for example, a Section
17represented by multiple versions), the use of that text does
18not accelerate or delay the taking effect of (i) the changes
19made by this Act or (ii) provisions derived from any other
20Public Act.
 
21    Section 999. Effective date. This Act takes effect July 1,
222018.