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91_SB0567enr
SB567 Enrolled LRB9103879DJcd
1 AN ACT concerning business organizations, amending named
2 Acts.
3 Be it enacted by the People of the State of Illinois,
4 represented in the General Assembly:
5 Section 2. The Business Corporation Act of 1983 is
6 amended by changing Section 7.65 as follows:
7 (805 ILCS 5/7.65) (from Ch. 32, par. 7.65)
8 Sec. 7.65. Voting trust agreement.
9 (a) One or more Any number of shareholders of a
10 corporation may create a voting trust for the purpose of
11 conferring upon a trustee or trustees the right to vote or
12 otherwise represent their shares for a stated duration, which
13 may be perpetual or for a fixed period or may be determined
14 by the occurrence of a stated condition or conditions, for a
15 period of not to exceed ten years, by entering into a written
16 voting trust agreement specifying the terms and conditions of
17 the voting trust, and by transferring the subject their
18 shares to such trustee or trustees pursuant to for the
19 purposes of the agreement. If the agreement or any amendment
20 thereto does not contain a stated duration, the trust shall
21 terminate 10 years after the agreement first became
22 effective.
23 (b) No voting Any such trust agreement shall be not
24 become effective until a counterpart of the agreement is
25 deposited with the corporation at the corporation's its
26 registered office. The counterpart of the voting trust
27 agreement so deposited with the corporation shall be subject
28 to the same right of examination by a shareholder of the
29 corporation, in person or by agent or attorney, as is the
30 record of shareholders of the corporation, and shall be
31 subject to examination as provided in Section 7.75 by any
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1 holder of a beneficial interest in the voting trust as if
2 that holder were a shareholder, either in person or by agent
3 or attorney, at any reasonable time for any proper purpose.
4 (c) The rule against perpetuities does not apply to any
5 voting trust created in accordance with this Section.
6 (d) Every voting trust agreement entered into pursuant
7 to this Section is specifically enforceable in accordance
8 with the principles of equity.
9 (e) The changes made by this amendatory Act of the 91st
10 General Assembly apply only to voting trust agreements that
11 are:
12 (1) entered into after the effective date of this
13 amendatory Act of the 91st General Assembly; or
14 (2) amended after the effective date of this
15 amendatory Act of the 91st General Assembly to include a
16 stated duration in accordance with subsection (a).
17 (Source: P.A. 83-1025.)
18 Section 5. The General Not For Profit Corporation Act of
19 1986 is amended by changing Sections 101.15 and 110.05 as
20 follows:
21 (805 ILCS 105/101.15) (from Ch. 32, par. 101.15)
22 Sec. 101.15. Statement of correction. (a) Whenever any
23 instrument authorized to be filed with the Secretary of State
24 under any provision of this Act has been so filed and, as of
25 the date of the action therein referred to, contains any
26 misstatement of fact, typographical error, error of
27 transcription or any other error or defect, or was
28 defectively or erroneously executed, such instrument may be
29 corrected by filing, in accordance with Section 101.10 of
30 this Act, a statement of correction.
31 (b) A statement of correction shall set forth:
32 (1) The name or names of the corporation or corporations
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1 and the State or country under the laws of which each is
2 organized.
3 (2) The title of the instrument being corrected and the
4 date it was filed by the Secretary of State.
5 (3) The inaccuracy, error or defect to be corrected and
6 the portion of the instrument in corrected form.
7 (c) A statement of correction shall be executed in the
8 same manner in which the instrument being corrected was
9 required to be executed.
10 (d) The corrected instrument shall be effective as of
11 the date the original instrument was filed.
12 (e) A statement of correction shall not:
13 (1) Effect any change or amendment of articles which
14 would not in all respects have complied with the requirements
15 of this Act;
16 (2) Take the place of any document, statement or report
17 otherwise required to be filed by this Act;
18 (3) Affect any right or liability accrued or incurred
19 before such filing, except that any right or liability
20 accrued or incurred by reason of the error or defect being
21 corrected shall be extinguished by such filing if the person
22 having such right has not detrimentally relied on the
23 original instrument;
24 (4) Alter the provisions of the articles of
25 incorporation with respect to the corporation name or purpose
26 or the names and addresses of the incorporators or initial
27 directors;
28 (5) Alter the provisions of the application for
29 certificate of authority of a foreign corporation with
30 respect to the corporation name;
31 (6) Alter the provisions of the application to adopt or
32 change an assumed corporate name with respect to the assumed
33 corporate name; or
34 (7) Alter the wording of any resolution which was in
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1 fact adopted by the board of directors or by the members
2 entitled to vote.
3 (Source: P.A. 84-1423.)
4 (805 ILCS 105/110.05) (from Ch. 32, par. 110.05)
5 Sec. 110.05. Authority to amend articles of
6 incorporation. (a) A corporation may amend its articles of
7 incorporation at any time and from time to time to add a new
8 provision or to change or remove an existing provision,
9 provided that the articles as amended contain only such
10 provisions as are required or permitted in original articles
11 of incorporation at the time of amendment. The articles as
12 amended must contain all the provisions required by
13 subsection (a) of Section 102.10 of this Act except that the
14 names and addresses of the initial directors may be omitted
15 removed and the names of the initial registered agent or the
16 address of the initial registered office may be omitted
17 removed if a statement of change is on file.
18 (b) A corporation whose period of duration as provided
19 in the articles of incorporation has expired may amend its
20 articles of incorporation to revive its articles and extend
21 the period of corporate duration, including making the
22 duration perpetual, at any time within 5 years after the date
23 of expiration.
24 (Source: P.A. 84-1423.)
25 Section 10. The Revised Uniform Limited Partnership Act
26 is amended by changing Section 108 as follows:
27 (805 ILCS 210/108) (from Ch. 106 1/2, par. 151-9)
28 Sec. 108. Assumed Name.
29 (a) A limited partnership or a foreign limited
30 partnership admitted to transact business in this State may
31 elect to adopt an assumed name that complies with the
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1 requirements of Section 102 of this Act except the
2 requirement that the name contain the words "limited
3 partnership" or the abbreviation "L.P.".
4 (b) As used in this Act, "assumed name" means any name
5 other than the true name of a limited partnership or the name
6 under which a foreign limited partnership is admitted to
7 transact business in this State, except that the following do
8 not constitute the use of an assumed name under this Act:
9 (1) The identification by a limited partnership or
10 foreign limited partnership of its business with a
11 trademark or service mark of which it is the owner or
12 licensed user shall not constitute the use of an assumed
13 name under this Act.
14 (2) The use of a name of a division, not
15 constituting a separate limited partnership and not
16 containing the words "limited partnership" or an
17 abbreviation of those words, provided that the limited
18 partnership also clearly discloses its true name.
19 (c) Before transacting any business in this State under
20 an assumed name or names, the limited partnership or foreign
21 limited partnership shall, for each assumed name, execute and
22 file in accordance with Section 204 or 903 of this Act, as
23 applicable, an application setting forth:
24 (1) the true name of the limited partnership or the
25 name under which the foreign limited partnership is
26 admitted to transact business in this State;
27 (2) the State or other jurisdiction under the laws
28 of which it is formed;
29 (3) that it intends to transact business under an
30 assumed name; and
31 (4) the assumed name which it proposes to use.
32 (d) The right to use an assumed name shall be effective
33 from the date of filing by the Secretary of State until the
34 first day of the anniversary month of the limited partnership
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1 or foreign limited partnership that falls within the next
2 calendar year evenly divisible by 5, however, if an
3 application is filed within the 3 months immediately
4 preceding the anniversary month of a limited partnership or
5 foreign limited partnership that falls within a calendar year
6 evenly divisible by 5, the right to use the assumed name
7 shall be effective until the first day of the anniversary
8 month of the limited partnership or foreign limited
9 partnership that falls within the next succeeding year evenly
10 divisible by 5.
11 (e) A limited partnership or foreign limited partnership
12 may renew the right to use its assumed name or names, if any,
13 within the 60 days preceding the expiration of such right,
14 for a period of 5 years, by making an election to do so on a
15 form prescribed by the Secretary of State and by paying the
16 renewal fee as prescribed by this Act.
17 (f) Any limited partnership or foreign limited
18 partnership may change or cancel any or all of its assumed
19 names by executing and filing, in duplicate, an application
20 setting forth:
21 (1) the true name of the limited partnership or the
22 name under which the foreign limited partnership is
23 admitted to transact business in this State;
24 (2) the state or country under the laws of which it
25 is organized;
26 (3) a statement that it intends to cease
27 transacting business under an assumed name by changing or
28 cancelling it;
29 (4) the assumed name to be changed or cancelled;
30 (5) the assumed name which the limited partnership
31 or foreign limited partnership proposes to use, if it is
32 to be changed.
33 (g) Upon the filing of an application to change an
34 assumed name, the limited partnership or foreign limited
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1 partnership shall have the right to use such assumed name for
2 the period authorized by subsection (d) of this Section.
3 (h) The right to use an assumed name shall be cancelled
4 by the Secretary of State:
5 (1) if the limited partnership or foreign limited
6 partnership fails to renew an assumed name;
7 (2) if the limited partnership or foreign limited
8 partnership has filed an application to change or cancel
9 an assumed name;
10 (3) if a limited partnership's certificate of
11 limited partnership or certificate to be governed by this
12 Act has been cancelled;
13 (4) if a foreign limited partnership's application
14 for admission to transact business has been cancelled.
15 (i) Any limited partnership or foreign limited
16 partnership carrying on, conducting or transacting business
17 under an assumed name which shall fail to comply with the
18 provisions of this Section shall be subject to the penalty
19 provisions in Section 5 of "An Act in relation to the use of
20 an assumed name in the conduct or transaction of business in
21 this State", approved July 17, 1941, as amended.
22 (Source: P.A. 86-820; 86-836.)
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