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90_SB1020ham002
LRB9003480JSgcam04
1 AMENDMENT TO SENATE BILL 1020
2 AMENDMENT NO. . Amend Senate Bill 1020, AS AMENDED,
3 in Section 5 of the bill, in Sec. 11.39, by replacing
4 subsection (g) with the following:
5 "(g) In any merger under this Section, the surviving
6 entity shall not engage in any business or exercise any power
7 that a domestic corporation or domestic limited liability
8 company may not otherwise engage in or exercise in this
9 State. Furthermore, the surviving entity shall be governed
10 by the ownership and control restrictions in Illinois law
11 applicable to that type of entity."; and
12 in Section 5 of the bill by replacing Sec. 13.05 with the
13 following:
14 "(805 ILCS 5/13.05) (from Ch. 32, par. 13.05)
15 Sec. 13.05. Admission of foreign corporation. A foreign
16 corporation organized for profit, before it transacts
17 business in this State, shall procure a certificate of
18 authority so to do from the Secretary of State. A foreign
19 corporation organized for profit, upon complying with the
20 provisions of this Act, may secure from the Secretary of
21 State a certificate of authority to transact business in this
22 State, but no foreign corporation shall be entitled to
-2- LRB9003480JSgcam04
1 procure a certificate of authority under this Act to act as
2 trustee, executor, administrator, administrator to collect,
3 or guardian, or in any other like fiduciary capacity in this
4 State or to transact in this State the business of banking,
5 insurance, suretyship, or a business of the character of a
6 building and loan corporation; provided, however, that a
7 foreign corporation may obtain a certificate of authority
8 under this Act for the purpose of carrying on the business of
9 a syndicate or limited syndicate under Article V-1/2 of the
10 Illinois Insurance Code or for the purpose of carrying on
11 business as a member of a group including incorporated and
12 individual unincorporated underwriters under Article V of the
13 Illinois Insurance Code. A foreign professional service
14 corporation may secure a certificate of authority to transact
15 business in this State from the Secretary of State upon
16 complying with this Act and demonstrating compliance with the
17 Act regulating the professional service to be rendered by the
18 professional service corporation. However, no foreign
19 professional service corporation shall be granted a
20 certificate of authority unless it complies with the
21 requirements of the Professional Service Corporation Act
22 concerning ownership and control by specified licensed
23 professionals. These professionals must be licensed in the
24 state of domicile or this State. A foreign corporation shall
25 not be denied a certificate of authority by reason of the
26 fact that the laws of the state under which such corporation
27 is organized governing its organization and internal affairs
28 differ from the laws of this State, and nothing in this Act
29 contained shall be construed to authorize this State to
30 regulate the organization or the internal affairs of such
31 corporation.
32 (Source: P.A. 88-143; 88-535.)".