805 ILCS 415/ Entity Omnibus Act.

(805 ILCS 415/Art. 1 heading) ARTICLE 1.GENERAL PROVISIONS (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/101)

Sec. 101. Short title. This Act may be cited as the Entity Omnibus Act.

(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/102)

Sec. 102. Definitions. In this Act:

"Approve" means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law, and other law to:

(1) propose a transaction subject to this Act;

(2) adopt and approve the terms and conditions of the transaction; and

(3) conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.

"Business corporation" means a corporation whose internal affairs are governed by the Business Corporation Act of 1983 or a similar Act in the jurisdiction of organization.

"Conversion" means a transaction authorized by Article 2.

"Converted entity" means the converting entity as it continues in existence after a conversion.

"Converting entity" means the domestic entity that approves a plan of conversion pursuant to Section 203 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization.

"Domestic entity" means an entity whose internal affairs are governed by the law of this State.

"Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

"Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to Section 303 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization.

"Domestication" means a transaction authorized by Article 3.

"Entity" means:

(1) a business corporation;

(2) a medical corporation;

(3) a nonprofit corporation;

(4) a professional service corporation;

(5) a general partnership, including a limited liability partnership;

(6) a limited partnership, including a limited liability limited partnership; and

(7) a limited liability company.

"Filing entity" means an entity that is created by the filing of an organizing document with the Secretary of State.

"Foreign entity" means an entity other than a domestic entity.

"General partnership" means a partnership whose internal affairs are governed by the Uniform Partnership Act (1997) or a similar Act in the jurisdiction of organization.

"Governance interest" means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee, or proxy, to:

(1) receive or demand access to information concerning, or the books and records of, the entity;

(2) vote for the election of the governors of the entity; or

(3) receive notice of or vote on any or all issues involving the internal affairs of the entity.

"Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.

"Interest" means:

(1) a governance interest in an unincorporated entity;

(2) a transferable interest in an unincorporated entity; or

(3) a share or membership in a corporation.

"Interest holder" means a direct holder of an interest.

"Interest holder liability" means:

(1) personal liability for a liability of an entity that is imposed on a person:

(a) solely by reason of the status of the person as an interest holder; or

(b) by the organic rules of the entity pursuant to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or

(2) an obligation of an interest holder under the organic rules of an entity to contribute to the entity.

"Jurisdiction of organization of an entity" means the jurisdiction whose law includes the organic law of the entity.

"Limited partnership" means a partnership whose internal affairs are governed by the Uniform Limited Partnership Act (2001) or a similar Act in the jurisdiction of organization.

"Limited liability company" means a company whose internal affairs are governed by the Limited Liability Company Act or a similar Act in the jurisdiction of organization.

"Medical corporation" means a corporation whose internal affairs are governed by the Medical Corporation Act or a similar Act in the jurisdiction of organization.

"Nonprofit corporation" means a corporation whose internal affairs are governed by General Not For Profit Corporation Act of 1986 or a similar Act in the jurisdiction of organization.

"Organic law" means the statutes, if any, other than this Act, governing the internal affairs of an entity.

"Organic rules" means the public organic document and private organic rules of an entity.

"Person" means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government, or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

"Plan" means a plan of conversion or domestication.

"Professional service corporation" means a corporation whose internal affairs are governed by the Professional Service Corporation Act or a similar Act in the jurisdiction of organization.

"Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders, and are not part of its public organic document.

"Protected agreement" means:

(1) a record evidencing indebtedness and any related agreement in effect on the effective date of this Act;

(2) an agreement that is binding on an entity on the effective date of this Act;

(3) the organic rules of an entity in effect on the effective date of this Act; or

(4) an agreement that is binding on any of the governors or interest holders of an entity on the effective date of this Act.

"Public organic document" means the public record, the filing of which creates an entity, and any amendment to or restatement of that record.

"Qualified foreign entity" means a foreign entity that is authorized to transact business in this State pursuant to a filing with the Secretary of State.

"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

"Secretary of State" means the governmental entity responsible for accepting and acting on the filing of organizational documents of an entity.

"Sign" means, with present intent to authenticate or adopt a record:

(1) to execute or adopt a tangible symbol; or

(2) to attach to or logically associate with the record an electronic sound, symbol, or process.

(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/103)

Sec. 103. Relationship of Act to other laws.

(a) Unless displaced by particular provisions of this Act or the organic law, the principles of law and equity supplement this Act.

(b) This Act does not authorize an act prohibited by, and does not affect, the application or requirements of law, other than this Act.

(c) A transaction effected under this Act may not create or impair any right or obligation on the part of a person under a provision of the law of this State other than this Act relating to a transaction involving a converting or domesticating entity unless:

(1) in the event the entity does not survive the transaction, the transaction satisfies any requirements of the provision; or

(2) in the event the entity survives the transaction, the approval of the plan is by a vote of the interest holders or governors which would be sufficient to create or impair the right or obligation directly under the provision.

(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)

(805 ILCS 415/104)

Sec. 104. Required notice or approval.

(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger must give the notice or obtain the approval in order to be a party to a conversion or domestication.

(b) Property held for a charitable purpose under the law of this State by a domestic or foreign entity immediately before a transaction under this Act becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, or devised unless, to the extent required by or pursuant to the law of this State concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of court or approval by the Office of the Attorney General specifying the disposition of the property.

(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/105)

Sec. 105. Status of filing. A filing under this Act signed by a domestic entity becomes part of the public organic document of the entity if the entity's organic law provides that similar filings under that law become part of the public organic document of the entity.

(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/106)

Sec. 106. Nonexclusivity. The fact that a transaction under this Act produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this Act.

(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/107)

Sec. 107. Reference to external facts. A plan may refer to facts ascertainable outside of the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.

(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/108)

Sec. 108. Alternative means of approval of transactions. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this Act by the unanimous vote or consent of its interest holders satisfies the requirements of this Act for approval.

(Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/109)

Sec. 109. Appraisal rights.

(a) An interest holder of a domestic converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless:

(1) the organic law permits the organic rules to limit the availability of appraisal rights; and

(2) the organic rules provide such a limit.

(b) An interest holder of a domestic converting or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this Act to the extent provided:

(1) in the entity's organic rules;

(2) in the plan; or

(3) in the case of a business corporation, by action of its governors.

(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, Section 11.65 of the Business Corporation Act of 1983 applies to the extent practicable or as otherwise provided in the entity's organic rules or the plan.

(Source: P.A. 100-561, eff. 7-1-18.)