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91_SB0778enr
SB778 Enrolled LRB9106065JSpc
1 AN ACT concerning Lloyds insurers, amending named Acts.
2 Be it enacted by the People of the State of Illinois,
3 represented in the General Assembly:
4 Section 5. The Illinois Insurance Code is amended by
5 changing Section 86 as follows:
6 (215 ILCS 5/86) (from Ch. 73, par. 698)
7 Sec. 86. Scope of Article.
8 (1) This Article applies to all groups including
9 incorporated and individual unincorporated underwriters
10 transacting an insurance business in this State through an
11 attorney-in-fact under the name Lloyds or under a Lloyds plan
12 of operation. Groups that meet the requirements of
13 subsection (3) are referred to in this Code as "Lloyds", and
14 incorporated and individual unincorporated underwriters are
15 referred to as "underwriters".
16 (2) As used in this Code "Domestic Lloyds" means a
17 Lloyds having its home office in this State; "Foreign Lloyds"
18 means a Lloyds having its home office in any state of the
19 United States other than this State; and "Alien Lloyds" means
20 a Lloyds having its home office or principal place of
21 business in any country other than the United States.
22 (3) A domestic Lloyds must: (i) be established pursuant
23 to a statute or written charter; (ii) provide for governance
24 by a board of directors or similar body; and (iii) establish
25 and monitor standards of solvency of its underwriters. A
26 foreign or alien Lloyds must be subject to requirements of
27 its state or country of domicile. Those requirements must be
28 substantially similar to those required of domestic Lloyds.
29 Domestic, foreign, and alien Lloyds Lloyd's shall not be
30 subject to Section 144 of this Code.
31 (4) All foreign and alien entities and individuals
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1 transacting an insurance business as domestic, foreign, or
2 alien Lloyds shall notify the Director and the Secretary of
3 State under the provisions of this Article, shall be
4 regulated exclusively by the Director, and shall not be
5 required to obtain a certificate of authority from the
6 Secretary of State pursuant to any other law of this State so
7 long as they solely transact business as a domestic, foreign,
8 or alien Lloyds. Upon notification, the Secretary of State
9 may require submission of additional information to determine
10 whether a foreign or alien individual or entity is
11 transacting business solely as a domestic, foreign, or alien
12 Lloyds.
13 (Source: P.A. 90-794, eff. 8-14-98.)
14 Section 10. The Business Corporation Act of 1983 is
15 amended by changing Sections 13.05 and 14.05 as follows:
16 (805 ILCS 5/13.05) (from Ch. 32, par. 13.05)
17 Sec. 13.05. Admission of foreign corporation. Except as
18 provided in Article V of the Illinois Insurance Code, a
19 foreign corporation organized for profit, before it transacts
20 business in this State, shall procure a certificate of
21 authority so to do from the Secretary of State. A foreign
22 corporation organized for profit, upon complying with the
23 provisions of this Act, may secure from the Secretary of
24 State a certificate of authority to transact business in this
25 State, but no foreign corporation shall be entitled to
26 procure a certificate of authority under this Act to act as
27 trustee, executor, administrator, administrator to collect,
28 or guardian, or in any other like fiduciary capacity in this
29 State or to transact in this State the business of banking,
30 insurance, suretyship, or a business of the character of a
31 building and loan corporation; provided, however, that a
32 foreign corporation may obtain a certificate of authority
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1 under this Act for the purpose of carrying on the business of
2 a syndicate or limited syndicate under Article V-1/2 of the
3 Illinois Insurance Code or for the purpose of carrying on
4 business as a member of a group including incorporated and
5 individual unincorporated underwriters under Article V of the
6 Illinois Insurance Code. A foreign professional service
7 corporation may secure a certificate of authority to transact
8 business in this State from the Secretary of State upon
9 complying with this Act and demonstrating compliance with the
10 Act regulating the professional service to be rendered by the
11 professional service corporation. However, no foreign
12 professional service corporation shall be granted a
13 certificate of authority unless it complies with the
14 requirements of the Professional Service Corporation Act
15 concerning ownership and control by specified licensed
16 professionals. These professionals must be licensed in the
17 state of domicile or this State. A foreign corporation shall
18 not be denied a certificate of authority by reason of the
19 fact that the laws of the state under which such corporation
20 is organized governing its organization and internal affairs
21 differ from the laws of this State, and nothing in this Act
22 contained shall be construed to authorize this State to
23 regulate the organization or the internal affairs of such
24 corporation.
25 (Source: P.A. 90-424, eff. 1-1-98.)
26 (805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
27 Sec. 14.05. Annual report of domestic or foreign
28 corporation. Each domestic corporation organized under any
29 general law or special act of this State authorizing the
30 corporation to issue shares, other than homestead
31 associations, building and loan associations, banks and
32 insurance companies (which includes a syndicate or limited
33 syndicate regulated under Article V 1/2 of the Illinois
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1 Insurance Code or member of a group of underwriters regulated
2 under Article V of that Code), and each foreign corporation
3 (except members of a group of underwriters regulated under
4 Article V of the Illinois Insurance Code) authorized to
5 transact business in this State, shall file, within the time
6 prescribed by this Act, an annual report setting forth:
7 (a) The name of the corporation.
8 (b) The address, including street and number, or
9 rural route number, of its registered office in this
10 State, and the name of its registered agent at that
11 address.
12 (c) The address, including street and number, or
13 rural route number, of its principal office.
14 (d) The names and respective residential addresses,
15 including street and number, or rural route number, of
16 its directors and officers.
17 (e) A statement of the aggregate number of shares
18 which the corporation has authority to issue, itemized by
19 classes and series, if any, within a class.
20 (f) A statement of the aggregate number of issued
21 shares, itemized by classes, and series, if any, within a
22 class.
23 (g) A statement, expressed in dollars, of the
24 amount of paid-in capital of the corporation as defined
25 in this Act.
26 (h) Either a statement that (1) all the property of
27 the corporation is located in this State and all of its
28 business is transacted at or from places of business in
29 this State, or the corporation elects to pay the annual
30 franchise tax on the basis of its entire paid-in capital,
31 or (2) a statement, expressed in dollars, of the value of
32 all the property owned by the corporation, wherever
33 located, and the value of the property located within
34 this State, and a statement, expressed in dollars, of the
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1 gross amount of business transacted by the corporation
2 and the gross amount thereof transacted by the
3 corporation at or from places of business in this State
4 as of the close of its fiscal year on or immediately
5 preceding the last day of the third month prior to the
6 anniversary month or in the case of a corporation which
7 has established an extended filing month, as of the close
8 of its fiscal year on or immediately preceding the last
9 day of the third month prior to the extended filing
10 month; however, in the case of a domestic corporation
11 that has not completed its first fiscal year, the
12 statement with respect to property owned shall be as of
13 the last day of the third month preceding the anniversary
14 month and the statement with respect to business
15 transacted shall be furnished for the period between the
16 date of incorporation and the last day of the third month
17 preceding the anniversary month. In the case of a
18 foreign corporation that has not been authorized to
19 transact business in this State for a period of 12 months
20 and has not commenced transacting business prior to
21 obtaining a certificate of authority, the statement with
22 respect to property owned shall be as of the last day of
23 the third month preceding the anniversary month and the
24 statement with respect to business transacted shall be
25 furnished for the period between the date of its
26 authorization to transact business in this State and the
27 last day of the third month preceding the anniversary
28 month. If the data referenced in item (2) of this
29 subsection is not completed, the franchise tax provided
30 for in this Act shall be computed on the basis of the
31 entire paid-in capital.
32 (i) A statement, including the basis therefor, of
33 status as a "minority owned business" or as a "female
34 owned business" as those terms are defined in the
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1 Minority and Female Business Enterprise Act.
2 (j) Additional information as may be necessary or
3 appropriate in order to enable the Secretary of State to
4 administer this Act and to verify the proper amount of
5 fees and franchise taxes payable by the corporation.
6 The annual report shall be made on forms prescribed and
7 furnished by the Secretary of State, and the information
8 therein required by paragraphs (a) through (d), both
9 inclusive, of this Section, shall be given as of the date of
10 the execution of the annual report and the information
11 therein required by paragraphs (e), (f) and (g) of this
12 Section shall be given as of the last day of the third month
13 preceding the anniversary month, except that the information
14 required by paragraphs (e), (f) and (g) shall, in the case of
15 a corporation which has established an extended filing month,
16 be given in its final transition annual report and each
17 subsequent annual report as of the close of its fiscal year
18 immediately preceding its extended filing month. It shall be
19 executed by the corporation by its president, a
20 vice-president, secretary, assistant secretary, treasurer or
21 other officer duly authorized by the board of directors of
22 the corporation to execute those reports, and verified by him
23 or her, or, if the corporation is in the hands of a receiver
24 or trustee, it shall be executed on behalf of the corporation
25 and verified by the receiver or trustee.
26 (Source: P.A. 88-151; 88-691, eff. 1-24-95.)
27 Section 15. The Limited Liability Company Act is amended
28 by changing Sections 1-25 and 45-5 as follows:
29 (805 ILCS 180/1-25)
30 Sec. 1-25. Nature of business. A limited liability
31 company may be formed for any lawful purpose or business
32 except:
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1 (1) banking, exclusive of fiduciaries organized for
2 the purpose of accepting and executing trusts;
3 (2) insurance unless, for the purpose of carrying
4 on business as a member of a group including incorporated
5 and individual unincorporated underwriters, the Director
6 of Insurance finds that the group meets the requirements
7 of subsection (3) of Section 86 of the Illinois Insurance
8 Code and the limited liability company, if insolvent, is
9 subject to liquidation by the Director of Insurance under
10 Article XIII of the Illinois Insurance Code carried on as
11 a business of a syndicate or limited syndicate under
12 Article V 1/2 of the Illinois Insurance Code;
13 (3) the practice of dentistry unless all the
14 members and managers are licensed as dentists under the
15 Illinois Dental Practice Act; or
16 (4) the practice of medicine unless all the members
17 and managers are licensed to practice medicine under the
18 Medical Practice Act of 1987.
19 (Source: P.A. 89-201, eff. 1-1-96; 90-424, eff. 1-1-98.)
20 (805 ILCS 180/45-5)
21 Sec. 45-5. Admission to transact business.
22 (a) Except as provided in Article V of the Illinois
23 Insurance Code, before transacting business in this State, a
24 foreign limited liability company shall be admitted to do so
25 by the Secretary of State. In order to be admitted, a
26 foreign limited liability company shall submit to the Office
27 of the Secretary of State an application for admission to
28 transact business as a foreign limited liability company
29 setting forth all of the following:
30 (1) The name of the foreign limited liability
31 company and, if different, the name under which it
32 proposes to transact business in this State.
33 (2) The jurisdiction, date of its formation, and
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1 period of duration.
2 (3) A certificate stating that the company is in
3 existence under the laws of the jurisdiction wherein it
4 is organized executed by the Secretary of State of that
5 jurisdiction or by some other official that may have
6 custody of the records pertaining to limited liability
7 companies (or affidavit from an appropriate official of
8 the jurisdiction that good standing certificates are not
9 issued or other evidence of existence which the Secretary
10 of State shall deem appropriate).
11 (4) The name and business address of the proposed
12 registered agent in this State, which registered agent
13 shall be an individual resident of this State, a domestic
14 corporation, or a foreign corporation having a place of
15 business in, and authorized to do business in, this
16 State; if the registered agent is a corporation, the
17 corporation must be authorized by its articles of
18 incorporation to act as a registered agent.
19 (5) The address of the office required to be
20 maintained in the jurisdiction of its organization by the
21 laws of that jurisdiction or, if not so required, of the
22 principal place of business of the foreign limited
23 liability company.
24 (6) The purpose or purposes for which it was
25 organized and the purpose or purposes which it proposes
26 to conduct in the transaction of business in this State.
27 (7) A statement whether the limited liability
28 company is managed by a manager or managers or whether
29 management of the limited liability company is vested in
30 the members.
31 (8) A statement that the Secretary of State is
32 appointed the agent of the foreign limited liability
33 company for service of process under the circumstances
34 set forth in subsection (b) of Section 1-50.
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1 (9) All additional information that may be
2 necessary or appropriate in order to enable the Secretary
3 of State to determine whether the limited liability
4 company is entitled to transact business in this State.
5 (b) No foreign limited liability company shall transact
6 in this State any business that a limited liability company
7 formed under the laws of this State is not permitted to
8 transact. A foreign limited liability company admitted to
9 transact business in this State shall, until admission is
10 revoked as provided in this Act, enjoy the same, but no
11 greater, rights and privileges as a limited liability company
12 formed under the laws of this State.
13 (c) The acceptance and filing by the Office of the
14 Secretary of State of a foreign limited liability company's
15 application shall admit the foreign limited liability company
16 to transact business in the State.
17 (Source: P.A. 90-424, eff. 1-1-98.)
18 Section 20. The Revised Uniform Limited Partnership Act
19 is amended by changing Sections 105 and 902 as follows:
20 (805 ILCS 210/105) (from Ch. 106 1/2, par. 151-6)
21 Sec. 105. Nature of Business. A limited partnership may
22 carry on any business that a partnership without limited
23 partners may carry on except banking, the operation of
24 railroads, and insurance unless carried on as a business of a
25 syndicate or limited syndicate authorized and regulated by
26 the Director of Insurance under Article V 1/2 of the Illinois
27 Insurance Code or for the purpose of carrying on business as
28 a member of a group including incorporated and individual
29 unincorporated underwriters when the Director of Insurance
30 finds that the group meets the requirements of subsection (3)
31 of Section 86 of the Illinois Insurance Code and the limited
32 partnership, if insolvent, is subject to liquidation by the
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1 Director of Insurance under Article XIII of the Illinois
2 Insurance Code.
3 (Source: P.A. 84-1412.)
4 (805 ILCS 210/902) (from Ch. 106 1/2, par. 159-2)
5 Sec. 902. Admission to Transact Business.
6 (a) Except as provided in Article V of the Illinois
7 Insurance Code, before transacting business in this State, a
8 foreign limited partnership shall be admitted to do so by the
9 Secretary of State. In order to be admitted, a foreign
10 limited partnership shall submit to the office of the
11 Secretary of State an application for admission to transact
12 business as a foreign limited partnership setting forth:
13 (1) the name of the foreign limited partnership;
14 (2) the jurisdiction and date of its formation and a
15 statement that it is validly existing as a limited
16 partnership under the laws of that jurisdiction as of the
17 date of filing;
18 (3) the name and business address of each general
19 partner;
20 (4) the name and address of the registered agent and the
21 registered office the foreign limited partnership has
22 appointed or does appoint; the agent must be an individual
23 resident of this State, a domestic corporation, or a foreign
24 corporation having a place of business in, and authorized to
25 do business in this State; if the agent is a corporation, the
26 corporation must be authorized by its articles of
27 incorporation to act as such agent;
28 (5) a statement that the Secretary of State is appointed
29 the agent of the foreign limited partnership for service of
30 process under the circumstances set forth in Section 909(b)
31 of this Act;
32 (6) the address of the office at which is kept a list of
33 the names and business addresses of the limited partners and
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1 their capital contributions, together with an undertaking by
2 the foreign limited partnership to keep those records until
3 the foreign limited partnership's registration in this State
4 is cancelled or withdrawn;
5 (7) the latest date upon which the limited partnership
6 is to be dissolved in the jurisdiction in which it was
7 formed; and
8 (8) any other information the Secretary of State shall
9 by rule deem necessary to administer this Act.
10 (b) No foreign limited partnership shall transact in
11 this State any business which a limited partnership formed
12 under the laws of this State is not permitted to transact. A
13 foreign limited partnership which shall be admitted to
14 transact business in this State shall, until a certificate of
15 cancellation shall have been issued as provided in this Act,
16 enjoy the same, but no greater, rights and privileges as a
17 domestic limited partnership.
18 (c) The acceptance and filing by the Office of the
19 Secretary of State of a foreign partnership's application
20 shall admit such foreign limited partnership to transact
21 business in the State.
22 (Source: P.A. 85-403.)
23 Section 99. Effective date. This Act takes effect upon
24 becoming law.
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