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Public Act 099-0608
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| HB4449 Enrolled | LRB099 16147 KTG 40473 b |
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AN ACT concerning business organizations.
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Be it enacted by the People of the State of Illinois,
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represented in the General Assembly:
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Section 5. The Business Corporation Act of 1983 is amended |
by changing Section 1.10 as follows:
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(805 ILCS 5/1.10) (from Ch. 32, par. 1.10)
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Sec. 1.10. Forms, execution, acknowledgment and filing.
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(a) All reports
required by this Act to be filed in the |
office of the Secretary of State
shall be made on forms which |
shall be prescribed and furnished by the Secretary
of State. |
Forms for all other documents to be filed in the office of the
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Secretary of State shall be furnished by the Secretary of State |
on request
therefor, but the use thereof, unless otherwise |
specifically prescribed
in this Act, shall not be mandatory.
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(b) Whenever any provision of this Act specifically |
requires any document
to be executed by the corporation in |
accordance with this Section, unless
otherwise specifically |
stated in this Act and subject to any additional
provisions of |
this Act, such document shall be executed, in ink, as follows:
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(1) The articles of incorporation, and any other |
document to be filed
before the election of the initial |
board of directors if the initial directors
were not named |
in the articles of incorporation, shall be signed by the
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incorporator or incorporators.
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(2) All other documents shall be signed:
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(i) By the president, a vice-president, the |
secretary, an assistant
secretary,
the treasurer, or |
other officer duly authorized by the board of directors |
of
the
corporation to execute the document and verified |
by him or her; or
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(ii) If it shall appear from the document that |
there are no such
officers,
then by a majority of the |
directors or by such directors as may be designated
by |
the board; or
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(iii) If it shall appear from the document that |
there are no such
officers
or directors, then by the |
holders of record, or such of them as may be
designated
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by the holders of record of a majority of all |
outstanding shares; or
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(iv) By the holders of all outstanding shares; or
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(v) If the corporate assets are in the possession |
of a receiver, trustee
or other court appointed |
officer, then by the fiduciary or the majority
of them |
if there are more than one.
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(c) The name of a person signing the document and the |
capacity in which
he or she signs shall be stated beneath or |
opposite his or her signature.
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(d) Whenever any provision of this Act requires any |
document to be verified,
such requirement is satisfied by |
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either:
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(1) The formal acknowledgment by the person or
one of |
the persons signing
the instrument that it is his or her |
act and deed or the act and deed of
the corporation, as the |
case may be, and that the facts stated therein are
true. |
Such acknowledgment shall be made before a
person who is |
authorized
by the law of the place of execution to take |
acknowledgments of deeds and
who, if he or she has a seal |
of office, shall affix it to the instrument.
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(2) The signature, without more, of the person or |
persons signing the
instrument, in which case such |
signature or signatures shall constitute
the affirmation |
or acknowledgment of the signatory,
under penalties of
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perjury, that the instrument is his or her act and deed or |
the act and deed
of the corporation, as the case may be, |
and that the facts stated therein are
true.
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(e) Whenever any provision of this Act requires any |
document to be filed
with the Secretary of State or in |
accordance with this Section, such
requirement
means that:
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(1) The original signed document, and if in duplicate |
as
provided by this Act, one true copy, which may be
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signed, carbon or photocopy,
shall be delivered to the |
office of the Secretary of State.
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(2) All fees, taxes and charges authorized by law to be |
collected by the
Secretary of State in connection with the |
filing of the document shall be
tendered to the Secretary |
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of State.
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(3) If the Secretary of State finds that the document |
conforms to law,
he or she shall, when all fees, taxes and |
charges have been paid as in this
Act prescribed:
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(i) Endorse on the original and on the true copy, |
if any, the
word "filed"
and the month, day and year |
thereof;
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(ii) File the original in his or her office;
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(iii) (Blank); or
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(iv) If the filing is in duplicate, he or she shall |
return one true
copy to the corporation or its |
representative.
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(f) If another Section of this Act specifically prescribes |
a manner of
filing or executing a specified document which |
differs from the
corresponding provisions
of this Section, then |
the provisions of such other Section shall govern.
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(Source: P.A. 96-1121, eff. 1-1-11.)
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Section 10. The General Not For Profit Corporation Act of |
1986 is amended by changing Sections 101.10, 112.35, and 112.40 |
as follows:
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(805 ILCS 105/101.10) (from Ch. 32, par. 101.10)
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Sec. 101.10.
Forms, execution, acknowledgment and
filing.
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(a) All reports required by this Act to be filed
in the |
office of the Secretary of State shall be made on
forms which |
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shall be prescribed and furnished by the
Secretary of State. |
Forms for all other documents to be
filed in the office of the |
Secretary of State shall be
furnished by the Secretary of State |
on request therefor, but
the use thereof, unless otherwise |
specifically prescribed in
this Act, shall not be mandatory.
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(b) Whenever any provision of this Act specifically
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requires any document to be executed by the corporation in
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accordance with this Section, unless otherwise specifically
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stated in this Act and subject to any additional provisions
of |
this Act, such document shall be executed, in ink, as
follows:
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(1) The articles of incorporation shall be signed by
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the incorporator or incorporators.
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(2) All other documents shall be signed:
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(i) By the president, a vice-president, the |
secretary, an assistant
secretary,
the treasurer, or |
other officer duly authorized by the board of directors |
of
the corporation to execute the document and verified |
by him or her; or
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(ii) If it shall appear from the document that
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there are no such officers, then by a majority of the
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directors or by such directors as may be designated by |
the
board; or
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(iii) If it shall appear from the document that
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there are no such officers or directors, then by the
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members, or such of them as may be designated by the |
members
at a lawful meeting; or
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(iv) If the corporate assets are in the
possession |
of a receiver, trustee or other court-appointed
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officer, then by the fiduciary or the majority of them |
if
there are more than one.
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(c) The name of a person signing the document and the
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capacity in which he or she signs shall be stated beneath or
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opposite his or her signature.
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(d) Whenever any provision of this Act requires any
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document to be verified, such requirement is satisfied by
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either:
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(1) The formal acknowledgment by the person or one of
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the persons signing the instrument that it is his or her |
act
and deed or the act and deed of the corporation, as the |
case
may be, and that the facts stated therein are true. |
Such
acknowledgment shall be made before a person who is
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authorized by the law of the place of execution to take
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acknowledgments of deeds and who, if he or she has a seal |
of
office, shall affix it to the instrument; or
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(2) The signature, without more, of the person or
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persons signing the instrument, in which case such |
signature
or signatures shall constitute the affirmation |
or
acknowledgment of the signatory, under penalties of |
perjury,
that the instrument is his or her act and deed or |
the act
and deed of the corporation, as the case may be, |
and that
the facts stated therein are true.
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(e) Whenever any provision of this Act requires any
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document to be filed with the Secretary of State or in
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accordance with this Section, such requirement means that:
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(1) The original signed document, and if in duplicate
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as provided by this Act, one true copy, which may be |
signed,
or carbon or photocopy shall be delivered to the |
office of
the Secretary of State.
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(2) All fees and charges authorized by law to be
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collected by the Secretary of State in connection with the
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filing of the document shall be tendered to the Secretary |
of
State.
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(3) If the Secretary of State finds that the document
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conforms to law, he or she shall, when all fees and charges
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have been paid as in this Act prescribed:
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(i) Endorse on the original and on the true copy,
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if any, the word "filed" and the month, day and year
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thereof;
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(ii) File the original in his or her office;
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(iii) (Blank); and
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(iv) If the filing is in duplicate, he or she shall
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return the copy to the
corporation or its |
representative.
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(f) If another Section of this Act specifically prescribes
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a manner of filing or executing a specified document which
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differs from the corresponding provisions of this Section,
then |
the provisions of such other Section shall govern.
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(Source: P.A. 96-1121, eff. 1-1-11.)
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(805 ILCS 105/112.35) (from Ch. 32, par. 112.35)
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Sec. 112.35. Grounds for administrative dissolution. The |
Secretary of State may dissolve any corporation
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administratively if:
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(a) It has failed to file its annual report as required by
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this Act before the first day of the anniversary month of
the |
corporation of the year in which such annual report
becomes |
due;
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(b) It has failed to file in the office of the Secretary of
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State any report after the expiration of the period
prescribed |
in this Act for filing such report;
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(c) It has failed to pay any fees or charges prescribed by |
this Act;
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(d) It has failed to appoint and maintain a registered
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agent in this State;
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(e) It has misrepresented any material matter in any |
application,
report, affidavit, or other document filed by the |
corporation pursuant to this
Act; or
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(f) The Secretary of State receives notification from a
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local liquor commissioner, pursuant to Section 4-4(3) of
"The |
Liquor Control Act of 1934," as now or hereafter
amended, that |
an organization incorporated under this Act
and functioning as |
a club has violated that Act by selling
or offering for sale at |
retail alcoholic liquors without a
retailer's license; or .
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(g) It has failed to elect and maintain at least 3 |
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directors in accordance with Section 108.10 of this Act. |
(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 105/112.40) (from Ch. 32, par. 112.40)
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Sec. 112.40. Procedure for administrative dissolution.
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(a) After the Secretary of State determines that one or
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more grounds exist under Section 112.35 of this Act for the
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administrative dissolution of a corporation, he or she shall
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send by regular mail to each delinquent corporation a Notice
of |
Delinquency to its registered office, or, if the
corporation |
has failed to maintain a registered office, then
to the |
president or other principal officer at the last
known office |
of said officer. Failure to receive such notice shall not |
relieve the corporation of its obligation to pay the filing fee |
and any penalties due or invalidate the validity thereof.
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(b) If the corporation does not correct the default within
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90 days following such notice, the Secretary of State shall
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thereupon dissolve the corporation by issuing a certificate
of |
dissolution that recites the ground or grounds for
dissolution |
and its effective date. The Secretary of State
shall file the |
original of the certificate in his or her
office and mail one |
copy to the corporation at its
registered
office
or, if the |
corporation has failed to maintain a registered office, then to
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the president or
other principal officer at the last known |
office of said officer.
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(c) The administrative dissolution of a corporation
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terminates its corporate existence and such a dissolved
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corporation shall not thereafter carry on any affairs,
provided |
however, that such a dissolved corporation may take
all action |
authorized under Section 112.75 of this Act or as otherwise
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necessary or appropriate to wind up and liquidate its affairs |
under Section
112.30 of this Act.
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(Source: P.A. 98-776, eff. 1-1-15.)
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Section 15. The Limited Liability Company Act is amended by |
changing Sections 35-25 and 37-40 as follows:
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(805 ILCS 180/35-25)
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Sec. 35-25. Grounds for administrative dissolution. The |
Secretary of State may dissolve any limited liability
company |
administratively if:
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(1) it has failed to file its annual report and pay its
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fee as required by this Act before the first day of the
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anniversary month or has failed to pay any fees, penalties, |
or charges required by this Act;
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(2) it has failed to file in the Office of the
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Secretary of State any report after the expiration of the |
period prescribed in this Act for filing the report;
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(2.5) it has misrepresented any material matter in any |
application, report, affidavit, or other document |
submitted by the limited liability company under this Act; |
(3) it has failed to appoint and maintain a registered
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agent in Illinois in accordance with the provisions of this |
Act within 60 days after a registered agent's notice of
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resignation under Section 1-35;
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(4) a manager or member to whom interrogatories have |
been propounded by the Secretary of State as provided in |
Section 5-60 of this Act fails to answer the |
interrogatories fully and to timely file the answer in the |
office of the Secretary of State; or |
(5) it has tendered payment to the Secretary of State |
which is returned due to insufficient funds, a closed |
account, or for any other reason, and acceptable payment |
has not been subsequently tendered. |
(Source: P.A. 98-171, eff. 8-5-13.)
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(805 ILCS 180/37-40) |
Sec. 37-40. Series of members, managers or limited |
liability company interests. |
(a) An operating agreement may establish or provide for the |
establishment of designated series of members, managers or |
limited liability company interests having separate rights, |
powers or duties with respect to specified property or |
obligations of the limited liability company or profits and |
losses associated with specified property or obligations, and |
to the extent provided in the operating agreement, any such |
series may have a separate business purpose or investment |
objective.
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(b) Notwithstanding anything to the contrary set forth in |
this Section or under other applicable law, in the event that |
an operating agreement creates one or more series, and if |
separate and distinct records are maintained for any such |
series and the assets associated with any such series are held |
(directly or indirectly, including through a nominee or |
otherwise) and accounted for separately from the other assets |
of the limited liability company, or any other series thereof, |
and if the operating agreement so provides, and notice of the |
limitation on liabilities of a series as referenced in this |
subsection is set forth in the articles of organization of the |
limited liability company and if the limited liability company |
has filed a certificate of designation for each series which is |
to have limited liability under this Section, then the debts, |
liabilities and obligations incurred, contracted for or |
otherwise existing with respect to a particular series shall be |
enforceable against the assets of such series only, and not |
against the assets of the limited liability company generally |
or any other series thereof, and unless otherwise provided in |
the operating agreement, none of the debts, liabilities, |
obligations and expenses incurred, contracted for or otherwise |
existing with respect to the limited liability company |
generally or any other series thereof shall be enforceable |
against the assets of such series. The fact that the articles |
of organization contain the foregoing notice of the limitation |
on liabilities of a series and a certificate of designation for |
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a series is on file in the Office of the Secretary of State |
shall constitute notice of such limitation on liabilities of a |
series. A series with limited liability shall be treated as a |
separate entity to the extent set forth in the articles of |
organization. Each series with limited liability may, in its |
own name, contract, hold title to assets, grant security |
interests, sue and be sued and otherwise conduct business and |
exercise the powers of a limited liability company under this |
Act. The limited liability company and any of its series may |
elect to consolidate their operations as a single taxpayer to |
the extent permitted under applicable law, elect to work |
cooperatively, elect to contract jointly or elect to be treated |
as a single business for purposes of qualification to do |
business in this or any other state. Such elections shall not |
affect the limitation of liability set forth in this Section |
except to the extent that the series have specifically accepted |
joint liability by contract.
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(c) Except in the case of a foreign limited liability |
company that has adopted an assumed name pursuant to Section |
45-15, the name of the series with limited liability must |
commence with the entire name of the limited liability company, |
as set forth in its articles of organization incorporation, and |
be distinguishable from the names of the other series set forth |
in the articles of organization.
In the case of a foreign |
limited liability company that has adopted an assumed name |
pursuant to Section 45-15, the name of the series with limited |
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liability must commence with the entire name, as set forth in |
the foreign limited liability company's assumed name |
application, under which the foreign limited liability company |
has been admitted to transact business in this State.
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(d) Upon the filing of the certificate of designation with |
the Secretary of State setting forth the name of each series |
with limited liability, the series' existence shall begin, and |
each of the duplicate copies stamped "Filed" and marked with |
the filing date shall be conclusive evidence, except as against |
the State, that all conditions precedent required to be |
performed have been complied with and that the series has been |
or shall be legally organized and formed under this Act. If |
different from the limited liability company, the certificate |
of designation for each series shall list the names of the |
members if the series is member managed or the names of the |
managers if the series is manager managed. The name of a series |
with limited liability under subsection (b) of this Section may |
be changed by filing with the Secretary of State a certificate |
of designation identifying the series whose name is being |
changed and the new name of such series. If not the same as the |
limited liability company, the names of the members of a member |
managed series or of the managers of a manager managed series |
may be changed by filing a new certificate of designation with |
the Secretary of State. A series with limited liability under |
subsection (b) of this Section may be dissolved by filing with |
the Secretary of State a certificate of designation identifying |
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the series being dissolved or by the dissolution of the limited |
liability company as provided in subsection (m) of this |
Section. Certificates of designation may be executed by the |
limited liability company or any manager, person or entity |
designated in the operating agreement for the limited liability |
company.
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(e) A series of a limited liability company will be deemed |
to be in good standing as long as the limited liability company |
is in good standing.
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(f) The registered agent and registered office for the |
limited liability company in Illinois shall serve as the agent |
and office for service of process in Illinois for each series.
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(g) An operating agreement may provide for classes or |
groups of members or managers associated with a series having |
such relative rights, powers and duties as the operating |
agreement may provide, and may make provision for the future |
creation of additional classes or groups of members or managers |
associated with the series having such relative rights, powers |
and duties as may from time to time be established, including |
rights, powers and duties senior to existing classes and groups |
of members or managers associated with the series.
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(h) A series may be managed by either the member or members |
associated with the series or by a manager or managers chosen |
by the members of such series, as provided in the operating |
agreement. Unless otherwise provided in an operating |
agreement, the management of a series shall be vested in the |
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members associated with such series.
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(i) An operating agreement may grant to all or certain |
identified members or managers or a specified class or group of |
the members or managers associated with a series the right to |
vote separately or with all or any class or group of the |
members or managers associated with the series, on any matter. |
An operating agreement may provide that any member or class or |
group of members associated with a series shall have no voting |
rights.
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(j) Except to the extent modified in this Section, the |
provisions of this Act which are generally applicable to |
limited liability companies, their managers, members and |
transferees shall be applicable to each particular series with |
respect to the operation of such series.
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(k) Except as otherwise provided in an operating agreement, |
any event under this Act or in an operating agreement that |
causes a manager to cease to be a manager with respect to a |
series shall not, in itself, cause such manager to cease to be |
a manager of the limited liability company or with respect to |
any other series thereof.
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(l) Except as otherwise provided in an operating agreement, |
any event under this Act or an operating agreement that causes |
a member to cease to be associated with a series shall not, in |
itself, cause such member to cease to be associated with any |
other series or terminate the continued membership of a member |
in the limited liability company or cause the termination of |
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the series, regardless of whether such member was the last |
remaining member associated with such series.
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(m) Except to the extent otherwise provided in the |
operating agreement, a series may be dissolved and its affairs |
wound up without causing the dissolution of the limited |
liability company. The dissolution of a series established in |
accordance with subsection (b) of this Section shall not affect |
the limitation on liabilities of such series provided by |
subsection (b) of this Section. A series is terminated and its |
affairs shall be wound up upon the dissolution of the limited |
liability company under Article 35 of this Act.
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(n) If a limited liability company with the ability to |
establish series does not register to do business in a foreign |
jurisdiction for itself and certain of its series, a series of |
a limited liability company may itself register to do business |
as a limited liability company in the foreign jurisdiction in |
accordance with the laws of the foreign jurisdiction.
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(o) If a foreign limited liability company, as permitted in |
the jurisdiction of its organization, has established a series |
having separate rights, powers or duties and has limited the |
liabilities of such series so that the debts, liabilities and |
obligations incurred, contracted for or otherwise existing |
with respect to a particular series are enforceable against the |
assets of such series only, and not against the assets of the |
limited liability company generally or any other series |
thereof, or so that the debts, liabilities, obligations and |
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expenses incurred, contracted for or otherwise existing with |
respect to the limited liability company generally or any other |
series thereof are not enforceable against the assets of such |
series, then the limited liability company, on behalf of itself |
or any of its series, or any of its series on their own behalf |
may register to do business in the State in accordance with |
Section 45-5 of this Act. The limitation of liability shall be |
so stated on the application for admission as a foreign limited |
liability company and a certificate of designation shall be |
filed for each series being registered to do business in the |
State by the limited liability company. Unless otherwise |
provided in the operating agreement, the debts, liabilities and |
obligations incurred, contracted for or otherwise existing |
with respect to a particular series of such a foreign limited |
liability company shall be enforceable against the assets of |
such series only, and not against the assets of the foreign |
limited liability company generally or any other series thereof |
and none of the debts, liabilities, obligations and expenses |
incurred, contracted for or otherwise existing with respect to |
such a foreign limited liability company generally or any other |
series thereof shall be enforceable against the assets of such |
series.
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(Source: P.A. 98-720, eff. 7-16-14.)
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Section 99. Effective date. This Act takes effect July 1, |
2016.
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