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1 | AN ACT concerning corporations.
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2 | Be it enacted by the People of the State of Illinois,
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3 | represented in the General Assembly:
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4 | ARTICLE 1. | ||||||
5 | GENERAL PROVISIONS | ||||||
6 | Section 101. Short title. This Act may be cited as the | ||||||
7 | Entity Omnibus Act. | ||||||
8 | Section 102. Definitions. In this Act: | ||||||
9 | "Approve" means, in the case of an entity, for its | ||||||
10 | governors and interest holders to take whatever steps are | ||||||
11 | necessary under its organic rules, organic law, and other law | ||||||
12 | to:
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13 | (1) propose a transaction subject to this Act; | ||||||
14 | (2) adopt and approve the terms and conditions of the | ||||||
15 | transaction; and | ||||||
16 | (3) conduct any required proceedings or otherwise | ||||||
17 | obtain any required votes or consents of the governors or | ||||||
18 | interest holders. | ||||||
19 | "Business corporation" means a corporation whose internal | ||||||
20 | affairs are governed by the Business Corporation Act of 1983 or | ||||||
21 | a similar Act in the jurisdiction of organization. | ||||||
22 | "Conversion" means a transaction authorized by Article 2. |
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1 | "Converted entity" means the converting entity as it | ||||||
2 | continues in existence after a conversion. | ||||||
3 | "Converting entity" means the domestic entity that | ||||||
4 | approves a plan of conversion pursuant to Section 203 or the | ||||||
5 | foreign entity that approves a conversion pursuant to the law | ||||||
6 | of its jurisdiction of organization. | ||||||
7 | "Domestic entity" means an entity whose internal affairs | ||||||
8 | are governed by the law of this State. | ||||||
9 | "Domesticated entity" means the domesticating entity as it | ||||||
10 | continues in existence after a domestication. | ||||||
11 | "Domesticating entity" means the domestic entity that | ||||||
12 | approves a plan of domestication pursuant to Section 303 or the | ||||||
13 | foreign entity that approves a domestication pursuant to the | ||||||
14 | law of its jurisdiction of organization. | ||||||
15 | "Domestication" means a transaction authorized by Article | ||||||
16 | 3. | ||||||
17 | "Entity" means: | ||||||
18 | (1) a business corporation; | ||||||
19 | (2) a medical corporation; | ||||||
20 | (3) a nonprofit corporation; | ||||||
21 | (4) a professional service corporation; | ||||||
22 | (5) a general partnership, including a limited | ||||||
23 | liability partnership; | ||||||
24 | (6) a limited partnership, including a limited | ||||||
25 | liability limited partnership; and | ||||||
26 | (7) a limited liability company.
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1 | "Filing entity" means an entity that is created by the | ||||||
2 | filing of an organizing document with the Secretary of State. | ||||||
3 | "Foreign entity" means an entity other than a domestic | ||||||
4 | entity. | ||||||
5 | "General partnership" means a partnership whose internal | ||||||
6 | affairs are governed by the Uniform Partnership Act (1997) or a | ||||||
7 | similar Act in the jurisdiction of organization. | ||||||
8 | "Governance interest" means the right under the organic law | ||||||
9 | or organic rules of an entity, other than as a governor, agent, | ||||||
10 | assignee, or proxy, to: | ||||||
11 | (1) receive or demand access to information | ||||||
12 | concerning, or the books and records of, the entity; | ||||||
13 | (2) vote for the election of the governors of the | ||||||
14 | entity; or | ||||||
15 | (3) receive notice of or vote on any or all issues | ||||||
16 | involving the internal affairs of the entity.
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17 | "Governor" means a person by or under whose authority the | ||||||
18 | powers of an entity are exercised and under whose direction the | ||||||
19 | business and affairs of the entity are managed pursuant to the | ||||||
20 | organic law and organic rules of the entity. | ||||||
21 | "Interest" means:
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22 | (1) a governance interest in an unincorporated entity; | ||||||
23 | (2) a transferable interest in an unincorporated | ||||||
24 | entity; or | ||||||
25 | (3) a share or membership in a corporation.
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26 | "Interest holder" means a direct holder of an interest. |
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1 | "Interest holder liability" means: | ||||||
2 | (1) personal liability for a liability of an entity | ||||||
3 | that is imposed on a person: | ||||||
4 | (a) solely by reason of the status of the person as | ||||||
5 | an interest holder; or | ||||||
6 | (b) by the organic rules of the entity pursuant to | ||||||
7 | a provision of the organic law authorizing the organic | ||||||
8 | rules to make one or more specified interest holders or | ||||||
9 | categories of interest holders liable in their | ||||||
10 | capacity as interest holders for all or specified | ||||||
11 | liabilities of the entity; or | ||||||
12 | (2) an obligation of an interest holder under the | ||||||
13 | organic rules of an entity to contribute to the entity.
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14 | "Jurisdiction of organization of an entity" means the | ||||||
15 | jurisdiction whose law includes the organic law of the entity. | ||||||
16 | "Limited partnership" means a partnership whose internal | ||||||
17 | affairs are governed by the Uniform Limited Partnership Act | ||||||
18 | (2001) or a similar Act in the jurisdiction of organization. | ||||||
19 | "Limited liability company" means a company whose internal | ||||||
20 | affairs are governed by the Limited Liability Company Act or a | ||||||
21 | similar Act in the jurisdiction of organization. | ||||||
22 | "Medical corporation" means a corporation whose internal | ||||||
23 | affairs are governed by the Medical Corporation Act or a | ||||||
24 | similar Act in the jurisdiction of organization. | ||||||
25 | "Nonprofit corporation" means a corporation whose internal | ||||||
26 | affairs are governed by General Not For Profit Corporation Act |
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1 | of 1986 or a similar Act in the jurisdiction of organization. | ||||||
2 | "Organic law" means the statutes, if any, other than this | ||||||
3 | Act, governing the internal affairs of an entity. | ||||||
4 | "Organic rules" means the public organic document and | ||||||
5 | private organic rules of an entity. | ||||||
6 | "Person" means an individual, corporation, estate, trust, | ||||||
7 | partnership, limited liability company, business or similar | ||||||
8 | trust, association, joint venture, public corporation, | ||||||
9 | government, or governmental subdivision, agency, or | ||||||
10 | instrumentality, or any other legal or commercial entity. | ||||||
11 | "Plan" means a plan of conversion or domestication. | ||||||
12 | "Professional service corporation" means a corporation | ||||||
13 | whose internal affairs are governed by the Professional Service | ||||||
14 | Corporation Act or a similar Act in the jurisdiction of | ||||||
15 | organization.
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16 | "Private organic rules" means the rules, whether or not in | ||||||
17 | a record, that govern the internal affairs of an entity, are | ||||||
18 | binding on all of its interest holders, and are not part of its | ||||||
19 | public organic document. | ||||||
20 | "Protected agreement" means:
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21 | (1) a record evidencing indebtedness and any related | ||||||
22 | agreement in effect on the effective date of this Act; | ||||||
23 | (2) an agreement that is binding on an entity on the | ||||||
24 | effective date of this Act; | ||||||
25 | (3) the organic rules of an entity in effect on the | ||||||
26 | effective date of this Act; or |
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1 | (4) an agreement that is binding on any of the | ||||||
2 | governors or interest holders of an entity on the effective | ||||||
3 | date of this Act. | ||||||
4 | "Public organic document" means the public record, the | ||||||
5 | filing of which creates an entity, and any amendment to or | ||||||
6 | restatement of that record. | ||||||
7 | "Qualified foreign entity" means a foreign entity that is | ||||||
8 | authorized to transact business in this State pursuant to a | ||||||
9 | filing with the Secretary of State. | ||||||
10 | "Record" means information that is inscribed on a tangible | ||||||
11 | medium or that is stored in an electronic or other medium and | ||||||
12 | is retrievable in perceivable form. | ||||||
13 | "Secretary of State" means the governmental entity | ||||||
14 | responsible for accepting and acting on the filing of | ||||||
15 | organizational documents of an entity. | ||||||
16 | "Sign" means, with present intent to authenticate or adopt | ||||||
17 | a record: | ||||||
18 | (1) to execute or adopt a tangible symbol; or | ||||||
19 | (2) to attach to or logically associate with the record | ||||||
20 | an electronic sound, symbol, or process. | ||||||
21 | Section 103. Relationship of Act to other laws. | ||||||
22 | (a) Unless displaced by particular provisions of this Act, | ||||||
23 | the principles of law and equity supplement this Act. | ||||||
24 | (b) This Act does not authorize an act prohibited by, and | ||||||
25 | does not affect, the application or requirements of law, other |
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1 | than this Act.
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2 | (c) A transaction effected under this Act may not create or | ||||||
3 | impair any right or obligation on the part of a person under a | ||||||
4 | provision of the law of this State other than this Act relating | ||||||
5 | to a transaction involving a converting or domesticating entity | ||||||
6 | unless: | ||||||
7 | (1) in the event the entity does not survive the | ||||||
8 | transaction, the transaction satisfies any requirements of | ||||||
9 | the provision; or | ||||||
10 | (2) in the event the entity survives the transaction, | ||||||
11 | the approval of the plan is by a vote of the interest | ||||||
12 | holders or governors which would be sufficient to create or | ||||||
13 | impair the right or obligation directly under the | ||||||
14 | provision.
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15 | Section 104. Required notice or approval. | ||||||
16 | (a) A domestic or foreign entity that is required to give | ||||||
17 | notice to, or obtain the approval of, a governmental agency or | ||||||
18 | officer in order to be a party to a merger must give the notice | ||||||
19 | or obtain the approval in order to be a party to a conversion | ||||||
20 | or domestication. | ||||||
21 | (b) Property held for a charitable purpose under the law of | ||||||
22 | this State by a domestic or foreign entity immediately before a | ||||||
23 | transaction under this Act becomes effective may not, as a | ||||||
24 | result of the transaction, be diverted from the objects for | ||||||
25 | which it was donated, granted, or devised unless, to the extent |
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1 | required by or pursuant to the law of this State concerning cy | ||||||
2 | pres or other law dealing with nondiversion of charitable | ||||||
3 | assets, the entity obtains an appropriate order of court or | ||||||
4 | approval by the Office of the Attorney General specifying the | ||||||
5 | disposition of the property. | ||||||
6 | Section 105. Status of filing. A filing under this Act | ||||||
7 | signed by a domestic entity becomes part of the public organic | ||||||
8 | document of the entity if the entity's organic law provides | ||||||
9 | that similar filings under that law become part of the public | ||||||
10 | organic document of the entity.
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11 | Section 106. Nonexclusivity. The fact that a transaction | ||||||
12 | under this Act produces a certain result does not preclude the | ||||||
13 | same result from being accomplished in any other manner | ||||||
14 | permitted by law other than this Act. | ||||||
15 | Section 107. Reference to external facts. A plan may refer | ||||||
16 | to facts ascertainable outside of the plan if the manner in | ||||||
17 | which the facts will operate upon the plan is specified in the | ||||||
18 | plan. The facts may include the occurrence of an event or a | ||||||
19 | determination or action by a person, whether or not the event, | ||||||
20 | determination, or action is within the control of a party to | ||||||
21 | the transaction. | ||||||
22 | Section 108. Alternative means of approval of |
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1 | transactions. Except as
otherwise provided in the organic law | ||||||
2 | or organic rules of a domestic entity, approval of a | ||||||
3 | transaction under this Act by the unanimous vote or consent of | ||||||
4 | its interest holders satisfies the requirements of this Act for | ||||||
5 | approval.
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6 | Section 109. Appraisal rights.
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7 | (a) An interest holder of a domestic converting or | ||||||
8 | domesticating entity is entitled to appraisal rights in | ||||||
9 | connection with the transaction if the interest holder would | ||||||
10 | have been entitled to appraisal rights under the entity's | ||||||
11 | organic law in connection with a merger in which the interest | ||||||
12 | of the interest holder was changed, converted, or exchanged | ||||||
13 | unless: | ||||||
14 | (1) the organic law permits the organic rules to limit | ||||||
15 | the availability of appraisal rights; and | ||||||
16 | (2) the organic rules provide such a limit.
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17 | (b) An interest holder of a domestic converting or | ||||||
18 | domesticating entity is entitled to contractual appraisal | ||||||
19 | rights in connection with a transaction under this Act to the | ||||||
20 | extent provided:
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21 | (1) in the entity's organic rules; | ||||||
22 | (2) in the plan; or | ||||||
23 | (3) in the case of a business corporation, by action of | ||||||
24 | its governors.
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25 | (c) If an interest holder is entitled to contractual |
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1 | appraisal rights under subsection (b) and the entity's organic | ||||||
2 | law does not provide procedures for the conduct of an appraisal | ||||||
3 | rights proceeding, Section 11.65 of the Business Corporation | ||||||
4 | Act of 1983 applies to the extent practicable or as otherwise | ||||||
5 | provided in the entity's organic rules or the plan.
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6 | ARTICLE 2. | ||||||
7 | CONVERSION | ||||||
8 | Section 201. Conversion authorized. | ||||||
9 | (a) By complying with this Article, a domestic entity may | ||||||
10 | become: | ||||||
11 | (1) a domestic entity of a different type; or | ||||||
12 | (2) a foreign entity of a different type, if the | ||||||
13 | conversion is authorized by the law of the foreign | ||||||
14 | jurisdiction. | ||||||
15 | (b) By complying with the provisions of this Article | ||||||
16 | applicable to foreign entities, a foreign entity may become a | ||||||
17 | domestic entity of a different type if the conversion is | ||||||
18 | authorized by the law of the foreign entity's jurisdiction of | ||||||
19 | organization. | ||||||
20 | (c) If a protected agreement contains a provision that | ||||||
21 | applies to a merger of a domestic entity, but does not refer to | ||||||
22 | a conversion, the provision applies to a conversion of the | ||||||
23 | entity as if the conversion were a merger until the provision | ||||||
24 | is amended after the effective date of this Act.
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1 | Section 202. Plan of conversion. | ||||||
2 | (a) A domestic entity may convert to a different type of | ||||||
3 | entity under this Article by approving a plan of conversion. | ||||||
4 | The plan must be in a record and contain:
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5 | (1) the name and type of the converting entity; | ||||||
6 | (2) the name, jurisdiction of organization, and type of | ||||||
7 | the converted entity; | ||||||
8 | (3) the manner of converting the interests in the | ||||||
9 | converting entity into interests, securities, obligations, | ||||||
10 | rights to acquire interests or securities, cash, or other | ||||||
11 | property, or any combination of the foregoing; | ||||||
12 | (4) the proposed public organic document of the | ||||||
13 | converted entity if it will be a filing entity; | ||||||
14 | (5) the full text of the private organic rules of the | ||||||
15 | converted entity that are proposed to be in a record; | ||||||
16 | (6) the other terms and conditions of the conversion; | ||||||
17 | and | ||||||
18 | (7) any other provision required by the law of this | ||||||
19 | State or the organic rules of the converting entity. | ||||||
20 | (b) A plan of conversion may contain any other provision | ||||||
21 | not prohibited by law. | ||||||
22 | Section 203. Approval of conversion. | ||||||
23 | (a) A plan of conversion is not effective unless it has | ||||||
24 | been approved: |
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1 | (1) by a domestic converting entity: | ||||||
2 | (A) in accordance with the requirements, if any, in | ||||||
3 | its organic rules for approval of a conversion; | ||||||
4 | (B) if its organic rules do not provide for | ||||||
5 | approval of a conversion, in accordance with the | ||||||
6 | requirements, if any, in its organic law and organic | ||||||
7 | rules for approval of:
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8 | (i) in the case of an entity that is not a | ||||||
9 | business corporation, a merger, as if the | ||||||
10 | conversion were a merger; or | ||||||
11 | (ii) in the case of a business corporation, a | ||||||
12 | merger requiring approval by a vote of the interest | ||||||
13 | holders of the business corporation, as if the | ||||||
14 | conversion were that type of merger; or
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15 | (C) if neither its organic law nor organic rules | ||||||
16 | provide for approval of a conversion or a merger | ||||||
17 | described in subparagraph (B)(ii), by all of the | ||||||
18 | interest holders of the entity entitled to vote on or | ||||||
19 | consent to any matter; and
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20 | (2) in a record, by each interest holder of a domestic | ||||||
21 | converting entity that will have interest holder liability | ||||||
22 | for liabilities that arise after the conversion becomes | ||||||
23 | effective, unless, in the case of an entity that is not a | ||||||
24 | business or nonprofit corporation: | ||||||
25 | (A) the organic rules of the entity provide in a | ||||||
26 | record for the approval of a conversion or a merger in |
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1 | which some or all of its interest holders become | ||||||
2 | subject to interest holder liability by the vote or | ||||||
3 | consent of fewer than all of the interest holders; and | ||||||
4 | (B) the interest holder voted for or consented in a | ||||||
5 | record to that provision of the organic rules or became | ||||||
6 | an interest holder after the adoption of that | ||||||
7 | provision.
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8 | (b) A conversion of a foreign converting entity is not | ||||||
9 | effective unless it is approved by the foreign entity in | ||||||
10 | accordance with the law of the foreign entity's jurisdiction of | ||||||
11 | organization. | ||||||
12 | Section 204. Amendment or abandonment of plan of | ||||||
13 | conversion.
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14 | (a) A plan of conversion of a domestic converting entity | ||||||
15 | may be amended: | ||||||
16 | (1) in the same manner as the plan was approved, if the | ||||||
17 | plan does not provide for the manner in which it may be | ||||||
18 | amended; or
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19 | (2) by the governors or interest holders of the entity | ||||||
20 | in the manner provided in the plan, but an interest holder | ||||||
21 | that was entitled to vote on or consent to approval of the | ||||||
22 | plan of conversion is entitled to vote on or consent to any | ||||||
23 | amendment of the plan that will
change:
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24 | (A) the amount or kind of interests, securities, | ||||||
25 | obligations, rights to acquire interests or |
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1 | securities, cash, or other property, or any | ||||||
2 | combination of the foregoing, to be received by any of | ||||||
3 | the interest holders of the converting entity under the | ||||||
4 | plan; | ||||||
5 | (B) the public organic document or private organic | ||||||
6 | rules of the converted entity that will be in effect | ||||||
7 | immediately after the conversion becomes effective, | ||||||
8 | except for changes that do not require approval of the | ||||||
9 | interest holders of the converted entity under its | ||||||
10 | organic law or organic rules; or | ||||||
11 | (C) any other terms or conditions of the plan, if | ||||||
12 | the change would adversely affect the interest holder | ||||||
13 | in any material respect. | ||||||
14 | (b) After a plan of conversion has been approved by a | ||||||
15 | domestic converting entity and before a statement of conversion | ||||||
16 | becomes effective, the plan may be abandoned:
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17 | (1) as provided in the plan; or | ||||||
18 | (2) unless prohibited by the plan, in the same manner | ||||||
19 | as the plan was approved.
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20 | (c) If a plan of conversion is abandoned after a statement | ||||||
21 | of conversion has been filed with the Secretary of State and | ||||||
22 | before the filing becomes effective, a statement of | ||||||
23 | abandonment, signed on behalf of the entity, must be filed with | ||||||
24 | the Secretary of State before the time the statement of | ||||||
25 | conversion becomes effective. The statement of abandonment | ||||||
26 | takes effect upon filing, and the conversion is abandoned and |
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1 | does not become effective. The statement of abandonment must | ||||||
2 | contain: | ||||||
3 | (1) the name of the converting entity; | ||||||
4 | (2) the date on which the statement of conversion was | ||||||
5 | filed; and | ||||||
6 | (3) a statement that the conversion has been abandoned | ||||||
7 | in accordance with this Section.
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8 | Section 205. Statement of conversion; effective date. | ||||||
9 | (a) A statement of conversion must be signed on behalf of | ||||||
10 | the converting entity and filed with the Secretary of State. | ||||||
11 | (b) A statement of conversion must contain:
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12 | (1) the name and type of the converting entity; | ||||||
13 | (2) the name and type of the converted entity; | ||||||
14 | (3) if the statement of conversion is not to be | ||||||
15 | effective upon filing, the later date and time on which it | ||||||
16 | will become effective, which may not be more than 90 days | ||||||
17 | after the date of filing; | ||||||
18 | (4) a statement that the plan of conversion was | ||||||
19 | approved in accordance with this Article; | ||||||
20 | (5) the text of the converted entity's public organic | ||||||
21 | document, as an attachment, signed by a person authorized | ||||||
22 | by the entity; and | ||||||
23 | (6) if the converted entity is a domestic limited | ||||||
24 | liability partnership, the text of its statement of | ||||||
25 | qualification, as an attachment, signed by a person |
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1 | authorized by the entity.
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2 | (c) In addition to the requirements of subsection (b), a | ||||||
3 | statement of conversion may contain any other provision not | ||||||
4 | prohibited by law. | ||||||
5 | (d) If the converted entity is a domestic entity, its | ||||||
6 | public organic document, if any, must satisfy the requirements | ||||||
7 | of the law of this State and may omit any provision that is not | ||||||
8 | required to be included in a restatement of the public organic | ||||||
9 | document. | ||||||
10 | (e) A plan of conversion that is signed on behalf of a | ||||||
11 | domestic converting entity and meets all of the requirements of | ||||||
12 | subsection (b) may be filed with the Secretary of State instead | ||||||
13 | of a statement of conversion and upon filing has the same | ||||||
14 | effect. If a plan of conversion is filed as provided in this | ||||||
15 | subsection, references in this Act to a statement of conversion | ||||||
16 | refer to the plan of conversion filed under this subsection. | ||||||
17 | (f) A statement of conversion becomes effective upon the | ||||||
18 | date and time of filing or the later date and time specified in | ||||||
19 | the statement of conversion. | ||||||
20 | Section 206. Effect of conversion. | ||||||
21 | (a) When a conversion becomes effective: | ||||||
22 | (1) the converted entity is:
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23 | (A) organized under and subject to the organic law | ||||||
24 | of the converted entity; and | ||||||
25 | (B) the same entity without interruption as the |
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1 | converting entity, even though the organic law of the | ||||||
2 | converted entity may require the name of the converted | ||||||
3 | entity may be modified based on the type of entity;
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4 | (2) all property of the converting entity continues to | ||||||
5 | be vested in the converted entity without assignment, | ||||||
6 | reversion, or impairment; | ||||||
7 | (3) all liabilities of the converting entity continue | ||||||
8 | as liabilities of the converted entity; | ||||||
9 | (4) except as provided by law other than this Act or | ||||||
10 | the plan of conversion, all of the rights, privileges, | ||||||
11 | immunities, powers, and purposes of the converting entity | ||||||
12 | remain in the converted entity; | ||||||
13 | (5) the name of the converted entity may be substituted | ||||||
14 | for the name of the converting entity in any pending action | ||||||
15 | or proceeding; | ||||||
16 | (6) if a converted entity is a filing entity, its | ||||||
17 | public organic document is effective and is binding on its | ||||||
18 | interest holders; | ||||||
19 | (7) if the converted entity is a limited liability | ||||||
20 | partnership, its statement of qualification is effective | ||||||
21 | simultaneously; | ||||||
22 | (8) the private organic rules of the converted entity | ||||||
23 | that are to be in a record, if any, approved as part of the | ||||||
24 | plan of conversion are effective and are binding on and | ||||||
25 | enforceable by:
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26 | (A) its interest holders; and |
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1 | (B) in the case of a converted entity that is not a | ||||||
2 | business corporation or nonprofit corporation, any | ||||||
3 | other person that is a party to an agreement that is | ||||||
4 | part of the entity's private organic rules; and
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5 | (9) the interests in the converting entity are | ||||||
6 | converted, and the interest holders of the converting | ||||||
7 | entity are entitled only to the rights provided to them | ||||||
8 | under the plan of conversion and to any appraisal rights | ||||||
9 | they have under Section 109 and the converting entity's | ||||||
10 | organic law. | ||||||
11 | (b) Except as otherwise provided in the organic law or | ||||||
12 | organic rules of the converting entity, the conversion does not | ||||||
13 | give rise to any rights that an interest holder, governor, or | ||||||
14 | third party would otherwise have upon a dissolution, | ||||||
15 | liquidation, or winding-up of the converting entity. | ||||||
16 | (c) When a conversion becomes effective, a person that did | ||||||
17 | not have interest holder liability with respect to the | ||||||
18 | converting entity and that becomes subject to interest holder | ||||||
19 | liability with respect to a domestic entity as a result of a | ||||||
20 | conversion has interest holder liability only to the extent | ||||||
21 | provided by the organic law of the entity and only for those | ||||||
22 | liabilities that arise after the conversion becomes effective. | ||||||
23 | (d) When a conversion becomes effective:
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24 | (1) the conversion does not discharge any interest | ||||||
25 | holder liability under the organic law of a domestic | ||||||
26 | converting entity to the extent the interest holder |
| |||||||
| |||||||
1 | liability arose before the conversion became effective; | ||||||
2 | (2) a person does not have interest holder liability | ||||||
3 | under the organic law of a domestic converting entity for | ||||||
4 | any liability that arises after the conversion becomes | ||||||
5 | effective; | ||||||
6 | (3) the organic law of a domestic converting entity | ||||||
7 | continues to apply to the release, collection, or discharge | ||||||
8 | of any interest holder liability preserved under paragraph
| ||||||
9 | (1) as if the conversion had not occurred; and | ||||||
10 | (4) a person has whatever rights of contribution from | ||||||
11 | any other person as are provided by the organic law or | ||||||
12 | organic rules of the domestic converting entity with | ||||||
13 | respect to any interest holder liability preserved under | ||||||
14 | paragraph (1) as if the conversion had not occurred.
| ||||||
15 | (e) When a conversion becomes effective, a foreign entity | ||||||
16 | that is the converted entity: | ||||||
17 | (1) may be served with process in this State for the | ||||||
18 | collection and enforcement of any of its liabilities; and | ||||||
19 | (2) appoints the Secretary of State as its agent for | ||||||
20 | service of process for collecting or enforcing those | ||||||
21 | liabilities.
| ||||||
22 | (f) If the converting entity is a qualified foreign entity, | ||||||
23 | the certificate of authority or other foreign qualification of | ||||||
24 | the converting entity is canceled when the conversion becomes | ||||||
25 | effective. | ||||||
26 | (g) A conversion does not require the entity to wind up its |
| |||||||
| |||||||
1 | affairs and does not constitute or cause the dissolution of the | ||||||
2 | entity.
| ||||||
3 | ARTICLE 3. | ||||||
4 | DOMESTICATION | ||||||
5 | Section 301. Domestication authorized. | ||||||
6 | (a) Except as otherwise provided in this Section, by | ||||||
7 | complying with this Article, a domestic entity may become a | ||||||
8 | domestic entity of the same type in a foreign jurisdiction if | ||||||
9 | the domestication is authorized by the law of the foreign | ||||||
10 | jurisdiction. | ||||||
11 | (b) Except as otherwise provided in this Section, by | ||||||
12 | complying with the provisions of this Article applicable to | ||||||
13 | foreign entities a foreign entity may become a domestic entity | ||||||
14 | of the same type in this State if the domestication is | ||||||
15 | authorized by the law of the foreign entity's jurisdiction of | ||||||
16 | organization. | ||||||
17 | (c) When the term domestic entity is used in this Article | ||||||
18 | with reference to a foreign jurisdiction, it means an entity | ||||||
19 | whose internal affairs are governed by the law of the foreign | ||||||
20 | jurisdiction. | ||||||
21 | (d) If a protected agreement contains a provision that | ||||||
22 | applies to a merger of a domestic entity but does not refer to | ||||||
23 | a domestication, the provision applies to a domestication of | ||||||
24 | the entity as if the domestication were a merger until the |
| |||||||
| |||||||
1 | provision is amended after the effective date of this Act.
| ||||||
2 | Section 302. Plan of domestication. | ||||||
3 | (a) A domestic entity may become a foreign entity in a | ||||||
4 | domestication by approving a plan of domestication. The plan | ||||||
5 | must be in a record and contain: | ||||||
6 | (1) the name and type of the domesticating entity; | ||||||
7 | (2) the name and jurisdiction of organization of the | ||||||
8 | domesticated entity; | ||||||
9 | (3) the manner of converting the interests in the | ||||||
10 | domesticating entity into interests, securities, | ||||||
11 | obligations, rights to acquire interests or securities, | ||||||
12 | cash, or other property, or any combination of the | ||||||
13 | foregoing; | ||||||
14 | (4) the proposed public organic document of the | ||||||
15 | domesticated entity if it is a filing entity; | ||||||
16 | (5) the full text of the private organic rules of the | ||||||
17 | domesticated entity that are proposed to be in a record; | ||||||
18 | (6) the other terms and conditions of the | ||||||
19 | domestication; and | ||||||
20 | (7) any other provision required by the law of this | ||||||
21 | State or the organic rules of the domesticating entity.
| ||||||
22 | (b) A plan of domestication may contain any other provision | ||||||
23 | not prohibited by law. | ||||||
24 | Section 303. Approval of domestication. |
| |||||||
| |||||||
1 | (a) A plan of domestication is not effective unless it has | ||||||
2 | been approved:
| ||||||
3 | (1) by a domestic domesticating entity:
| ||||||
4 | (A) in accordance with the requirements, if any, in | ||||||
5 | its organic rules for approval of a domestication; | ||||||
6 | (B) if its organic rules do not provide for | ||||||
7 | approval of a domestication, in accordance with the | ||||||
8 | requirements, if any, in its organic law and organic | ||||||
9 | rules for approval of:
| ||||||
10 | (i) in the case of an entity that is not a | ||||||
11 | business corporation, a merger, as if the | ||||||
12 | domestication were a merger; or | ||||||
13 | (ii) in the case of a business corporation, a | ||||||
14 | merger requiring approval by a vote of the interest | ||||||
15 | holders of the business corporation, as if the | ||||||
16 | domestication were that type of merger; or
| ||||||
17 | (C) if neither its organic law nor organic rules | ||||||
18 | provide for approval of a domestication or a merger | ||||||
19 | described in subparagraph (B)(ii), by all of the | ||||||
20 | interest holders of the entity entitled to vote on or | ||||||
21 | consent to any matter; and | ||||||
22 | (2) in a record, by each interest holder of a domestic | ||||||
23 | domesticating entity that will have interest holder | ||||||
24 | liability for liabilities that arise after the | ||||||
25 | domestication becomes
effective, unless, in the case of an | ||||||
26 | entity that is not a business corporation or nonprofit |
| |||||||
| |||||||
1 | corporation:
| ||||||
2 | (A) the organic rules of the entity in a record | ||||||
3 | provide for the approval of a domestication or merger | ||||||
4 | in which some or all of its interest holders become | ||||||
5 | subject to interest holder liability by the vote or | ||||||
6 | consent of fewer than all of the interest holders; and | ||||||
7 | (B) the interest holder voted for or consented in a | ||||||
8 | record to that provision of the organic rules or became | ||||||
9 | an interest holder after the adoption of that | ||||||
10 | provision. | ||||||
11 | (b) A domestication of a foreign domesticating entity is | ||||||
12 | not effective unless it is approved in accordance with the law | ||||||
13 | of the foreign entity's jurisdiction of organization. | ||||||
14 | Section 304. Amendment or abandonment of plan of | ||||||
15 | domestication. | ||||||
16 | (a) A plan of domestication of a domestic domesticating | ||||||
17 | entity may be amended: | ||||||
18 | (1) in the same manner as the plan was approved, if the | ||||||
19 | plan does not provide for the manner in which it may be | ||||||
20 | amended; or | ||||||
21 | (2) by the governors or interest holders of the entity | ||||||
22 | in the manner provided in the plan, but an interest holder | ||||||
23 | that was entitled to vote on or consent to approval of the | ||||||
24 | domestication is entitled to vote on or consent to any | ||||||
25 | amendment of the plan that will change:
|
| |||||||
| |||||||
1 | (A) the amount or kind of interests, securities, | ||||||
2 | obligations, rights to acquire interests or | ||||||
3 | securities, cash, or other property, or any | ||||||
4 | combination of the foregoing, to be received by any of | ||||||
5 | the interest holders of the domesticating entity under | ||||||
6 | the plan; | ||||||
7 | (B) the public organic document or private organic | ||||||
8 | rules of the domesticated entity that will be in effect | ||||||
9 | immediately after the domestication becomes effective, | ||||||
10 | except for changes that do not require approval of the | ||||||
11 | interest holders of the domesticated entity under its | ||||||
12 | organic law or organic rules; or | ||||||
13 | (C) any other terms or conditions of the plan, if | ||||||
14 | the change would adversely affect the interest holder | ||||||
15 | in any material respect.
| ||||||
16 | (b) After a plan of domestication has been approved by a | ||||||
17 | domestic domesticating entity and before a statement of | ||||||
18 | domestication becomes effective, the plan may be abandoned:
| ||||||
19 | (1) as provided in the plan; or | ||||||
20 | (2) unless prohibited by the plan, in the same manner | ||||||
21 | as the plan was approved.
| ||||||
22 | (c) If a plan of domestication is abandoned after a | ||||||
23 | statement of domestication has been filed with the Secretary of | ||||||
24 | State and before the filing becomes effective, a statement of | ||||||
25 | abandonment, signed on behalf of the entity, must be filed with | ||||||
26 | the Secretary of State before the time the statement of |
| |||||||
| |||||||
1 | domestication becomes effective. The statement of abandonment | ||||||
2 | takes effect upon filing, and the domestication is abandoned | ||||||
3 | and does not become effective. The statement of abandonment | ||||||
4 | must contain: | ||||||
5 | (1) the name of the domesticating entity; | ||||||
6 | (2) the date on which the statement of domestication | ||||||
7 | was filed; and | ||||||
8 | (3) a statement that the domestication has been | ||||||
9 | abandoned in accordance with this Section. | ||||||
10 | Section 305. Statement of domestication; effective date.
| ||||||
11 | (a) A statement of domestication must be signed on behalf | ||||||
12 | of the domesticating entity and filed with the Secretary of | ||||||
13 | State. | ||||||
14 | (b) A statement of domestication must contain:
| ||||||
15 | (1) the name, jurisdiction of organization, and type of | ||||||
16 | the domesticating entity; | ||||||
17 | (2) the name and jurisdiction of organization of the | ||||||
18 | domesticated entity; | ||||||
19 | (3) if the statement of domestication is not to be | ||||||
20 | effective upon filing, the later date and time on which it | ||||||
21 | will become effective, which may not be more than 90 days | ||||||
22 | after the date of filing; | ||||||
23 | (4) if the domesticating entity is a domestic entity, a | ||||||
24 | statement that the plan of domestication was approved in | ||||||
25 | accordance with this Article or, if the domesticating |
| |||||||
| |||||||
1 | entity is a foreign entity, a statement that the | ||||||
2 | domestication was approved in accordance with the law of | ||||||
3 | its jurisdiction of organization; | ||||||
4 | (5) if the domesticated entity is a domestic filing | ||||||
5 | entity, its public organic document, as an attachment | ||||||
6 | signed by a person authorized by the entity; | ||||||
7 | (6) if the domesticated entity is a domestic limited | ||||||
8 | liability partnership, its statement of qualification, as | ||||||
9 | an attachment; and | ||||||
10 | (7) if the domesticated entity is a foreign entity that | ||||||
11 | is not a qualified foreign entity, a mailing address to | ||||||
12 | which the Secretary of State may send any process served on | ||||||
13 | the Secretary of State pursuant to subsection (e) of | ||||||
14 | Section 306.
| ||||||
15 | (c) In addition to the requirements of subsection (b), a | ||||||
16 | statement of domestication may contain any other provision not | ||||||
17 | prohibited by law. | ||||||
18 | (d) If the domesticated entity is a domestic entity, its | ||||||
19 | public organic document, if any, must satisfy the requirements | ||||||
20 | of the law of this State and may omit any provision that is not | ||||||
21 | required to be included in a restatement of the public organic | ||||||
22 | document. | ||||||
23 | (e) A statement of domestication becomes effective upon the | ||||||
24 | date and time of filing or the later date and time specified in | ||||||
25 | the statement of domestication.
|
| |||||||
| |||||||
1 | Section 306. Effect of domestication. | ||||||
2 | (a) When a domestication becomes effective: | ||||||
3 | (1) the domesticated entity is: | ||||||
4 | (A) organized under and subject to the organic law | ||||||
5 | of the domesticated entity; and | ||||||
6 | (B) the same entity without interruption as the | ||||||
7 | domesticating entity;
| ||||||
8 | (2) all property of the domesticating entity continues | ||||||
9 | to be vested in the domesticated entity without assignment, | ||||||
10 | reversion, or impairment; | ||||||
11 | (3) all liabilities of the domesticating entity | ||||||
12 | continue as liabilities of the domesticated entity; | ||||||
13 | (4) except as provided by law other than this Act or | ||||||
14 | the plan of domestication, all of the rights, privileges, | ||||||
15 | immunities, powers, and purposes of the domesticating | ||||||
16 | entity remain in the domesticated entity; | ||||||
17 | (5) the name of the domesticated entity may be | ||||||
18 | substituted for the name of the domesticating entity in any | ||||||
19 | pending action or proceeding; | ||||||
20 | (6) if the domesticated entity is a filing entity, its | ||||||
21 | public organic document is effective and is binding on its | ||||||
22 | interest holders; | ||||||
23 | (7) the private organic rules of the domesticated | ||||||
24 | entity that are to be in a record, if any, approved as part | ||||||
25 | of the plan of domestication are effective and are binding | ||||||
26 | on and enforceable by:
|
| |||||||
| |||||||
1 | (A) its interest holders; and | ||||||
2 | (B) in the case of a domesticated entity that is | ||||||
3 | not a business corporation
or nonprofit corporation, | ||||||
4 | any other person that is a party to an agreement that | ||||||
5 | is part of the domesticated entity's private organic | ||||||
6 | rules; and
| ||||||
7 | (8) the interests in the domesticating entity are | ||||||
8 | converted to the extent and as approved in connection with | ||||||
9 | the domestication, and the interest holders of the | ||||||
10 | domesticating entity are entitled only to the rights | ||||||
11 | provided to them under the plan of domestication and to any | ||||||
12 | appraisal rights they have under Section 109 and the | ||||||
13 | domesticating entity's organic law.
| ||||||
14 | (b) Except as otherwise provided in the organic law or | ||||||
15 | organic rules of the domesticating entity, the domestication | ||||||
16 | does not give rise to any rights that an interest holder, | ||||||
17 | governor, or third party would otherwise have upon a | ||||||
18 | dissolution, liquidation, or winding-up of the domesticating | ||||||
19 | entity. | ||||||
20 | (c) When a domestication becomes effective, a person that | ||||||
21 | did not have interest holder liability with respect to the | ||||||
22 | domesticating entity and that becomes subject to interest | ||||||
23 | holder liability with respect to a domestic entity as a result | ||||||
24 | of the domestication has interest holder liability only to the | ||||||
25 | extent provided by the organic law of the entity and only for | ||||||
26 | those liabilities that arise after the domestication becomes |
| |||||||
| |||||||
1 | effective. | ||||||
2 | (d) When a domestication becomes effective:
| ||||||
3 | (1) the domestication does not discharge any interest | ||||||
4 | holder liability under the organic law of a domestic | ||||||
5 | domesticating entity to the extent the interest holder | ||||||
6 | liability arose before the domestication became effective; | ||||||
7 | (2) a person does not have interest holder liability | ||||||
8 | under the organic law of a domestic domesticating entity | ||||||
9 | for any liability that arises after the domestication | ||||||
10 | becomes effective; | ||||||
11 | (3) the organic law of a domestic domesticating entity | ||||||
12 | continues to apply to the release, collection, or discharge | ||||||
13 | of any interest holder liability preserved under paragraph
| ||||||
14 | (1) as if the domestication had not occurred; and | ||||||
15 | (4) a person has whatever rights of contribution from | ||||||
16 | any other person as are provided by the organic law or | ||||||
17 | organic rules of a domestic domesticating entity with | ||||||
18 | respect to any interest holder liability preserved under | ||||||
19 | paragraph (1) as if the domestication had not occurred.
| ||||||
20 | (e) When a domestication becomes effective, a foreign | ||||||
21 | entity that is the domesticated
entity: | ||||||
22 | (1) may be served with process in this State for the | ||||||
23 | collection and enforcement of any of its liabilities; and | ||||||
24 | (2) appoints the Secretary of State as its agent for | ||||||
25 | service of process for
collecting or enforcing those | ||||||
26 | liabilities.
|
| |||||||
| |||||||
1 | (f) If the domesticating entity is a qualified foreign | ||||||
2 | entity, the certificate of authority or other foreign | ||||||
3 | qualification of the domesticating entity is canceled when the | ||||||
4 | domestication becomes effective. | ||||||
5 | (g) A domestication does not require the entity to wind up | ||||||
6 | its affairs and does not constitute or cause the dissolution of | ||||||
7 | the entity.
| ||||||
8 | ARTICLE 4. | ||||||
9 | FEES AND OTHER MATTERS | ||||||
10 | Section 401. Fees. | ||||||
11 | (a) The Secretary of State shall charge and collect in | ||||||
12 | accordance with the provisions of this Act and the rules | ||||||
13 | adopted under its authority all of the following: | ||||||
14 | (1) Fees for filing documents. | ||||||
15 | (2) Miscellaneous charges. | ||||||
16 | (3) Fees for the sale of lists of filings and for | ||||||
17 | copies of any documents. | ||||||
18 | (b) The Secretary of State shall charge and collect for all | ||||||
19 | of the following: | ||||||
20 | (1) Filing statement of conversion, $100. | ||||||
21 | (2) Filing statement of domestication, $100. | ||||||
22 | (3) Filing statement of amendments, $150. | ||||||
23 | (4) Filing statement of abandonment, $100. |
| |||||||
| |||||||
1 | Section 402. Powers of Secretary of State and rulemaking. | ||||||
2 | (a) The Secretary of State has the power and authority | ||||||
3 | reasonably necessary to administer this Act efficiently and to | ||||||
4 | perform the duties imposed in this Act. The Secretary of | ||||||
5 | State's function under this Act is to be a central depository | ||||||
6 | for the statements required by this Act. | ||||||
7 | (b) The Secretary of State has the power and authority to | ||||||
8 | adopt rules, in accordance with the Illinois Administrative | ||||||
9 | Procedure Act, necessary to administer this Act efficiently and | ||||||
10 | to perform the duties imposed in this Act. | ||||||
11 | Section 403. Certified copies and certificates. | ||||||
12 | (a) Copies, photostatic or otherwise, of documents filed in | ||||||
13 | the Office of the Secretary of State in accordance with this | ||||||
14 | Act, when certified by the Secretary of State under the Great | ||||||
15 | Seal of the State of Illinois, shall be taken and received in | ||||||
16 | all courts, public offices, and official bodies as prima facie | ||||||
17 | evidence of the facts stated in the documents. | ||||||
18 | (b) Certificates by the Secretary of State under the Great | ||||||
19 | Seal of the State of Illinois as to the existence or | ||||||
20 | nonexistence of facts relating to entities filing under this | ||||||
21 | Act, which would not appear from a certified copy of any | ||||||
22 | document, shall be taken and received in all courts, public | ||||||
23 | offices, and official bodies as prima facie evidence of the | ||||||
24 | existence or nonexistence of the facts stated. |
| |||||||
| |||||||
1 | Section 404. Forms. All documents required by this Act to | ||||||
2 | be filed in the
Office of the Secretary of State shall be made | ||||||
3 | on forms prescribed and
furnished by the Secretary of State. | ||||||
4 | Section 405. File number. All documents required by this | ||||||
5 | Act to be filed in the Office of the Secretary of State shall | ||||||
6 | contain the filing entity's file number as assigned by the | ||||||
7 | Office of the Secretary of State. | ||||||
8 | Section 406. Miscellaneous charges. The Secretary of State | ||||||
9 | shall charge and collect: | ||||||
10 | (1) For furnishing a copy or certified copy of any | ||||||
11 | document, instrument, or paper relating to a corporation, | ||||||
12 | or for a certificate, $5. | ||||||
13 | (2) At the time of any service of process, notice, or | ||||||
14 | demand on him or her as resident agent of a corporation, | ||||||
15 | $10, which amount may be recovered as taxable costs by the | ||||||
16 | party to the suit or action causing such service to be made | ||||||
17 | if such party prevails in the suit or action.
| ||||||
18 | Section 407. Department of Business Services Special | ||||||
19 | Operations Fund. | ||||||
20 | (a) The Secretary of State may charge and collect a fee for | ||||||
21 | expedited services as follows: | ||||||
22 | (1) Filing statement of conversion, $200. | ||||||
23 | (2) Filing statement of domestication, $200. |
| |||||||
| |||||||
1 | (3) Filing statement of amendments, $200. | ||||||
2 | (4) Filing statement of abandonment, $200. | ||||||
3 | (b) All moneys collected under this Section shall be | ||||||
4 | deposited into the Department of Business Services Special | ||||||
5 | Operations Fund. No other fees or taxes collected under this | ||||||
6 | Act shall be deposited into that Fund. | ||||||
7 | (c) As used in this Section, "expedited services" has the | ||||||
8 | meaning ascribed to that term in Section 15.95 of the Business | ||||||
9 | Corporation Act of 1983. | ||||||
10 | ARTICLE 9. | ||||||
11 | MISCELLANEOUS | ||||||
12 | Section 901. The Business Corporation Act of 1983 is | ||||||
13 | amended by changing Section 13.45 and by adding Section 1.63 as | ||||||
14 | follows: | ||||||
15 | (805 ILCS 5/1.63 new) | ||||||
16 | Sec. 1.63. Conversions and domestications. Conversions and | ||||||
17 | domestications are governed by the Entity Omnibus Act.
| ||||||
18 | (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
| ||||||
19 | Sec. 13.45. Withdrawal of foreign corporation. A foreign | ||||||
20 | corporation
authorized to transact business in this State may | ||||||
21 | withdraw from this State
upon filing with the Secretary of | ||||||
22 | State an application for withdrawal. In
order to procure such |
| |||||||
| |||||||
1 | withdrawal, the foreign corporation shall:
| ||||||
2 | (a) execute and file in duplicate, in accordance with | ||||||
3 | Section 1.10
of this Act, an application for withdrawal and | ||||||
4 | a final report, which
shall set forth:
| ||||||
5 | (1) that no proportion of its issued shares is, on | ||||||
6 | the date of
the application, represented by business | ||||||
7 | transacted or property
located in this State;
| ||||||
8 | (2) that it surrenders its authority to transact | ||||||
9 | business in this
State;
| ||||||
10 | (3) that it revokes the authority of its registered | ||||||
11 | agent in this
State to accept service of process and | ||||||
12 | consents that service of process in
any suit, action, | ||||||
13 | or proceeding based upon any cause of action arising in
| ||||||
14 | this State during the time the corporation was licensed | ||||||
15 | to transact business
in this State may thereafter be | ||||||
16 | made on the corporation by service on the Secretary of | ||||||
17 | State;
| ||||||
18 | (4) a post-office address to which may be mailed a | ||||||
19 | copy of any process
against the corporation that may be | ||||||
20 | served on the Secretary of State;
| ||||||
21 | (5) the name of the corporation and the state or | ||||||
22 | country under the laws
of which it is organized;
| ||||||
23 | (6) a statement of the aggregate number of issued | ||||||
24 | shares of the
corporation itemized by classes, and | ||||||
25 | series, if any, within a class, as
of the date of the | ||||||
26 | final report;
|
| |||||||
| |||||||
1 | (7) a statement of the amount of paid-in capital of | ||||||
2 | the corporation
as of the date of the final report; and
| ||||||
3 | (8) such additional information as may be | ||||||
4 | necessary or appropriate in
order to enable the | ||||||
5 | Secretary of State to determine and assess any unpaid
| ||||||
6 | fees or franchise taxes payable by the foreign | ||||||
7 | corporation as
prescribed in this Act; or
| ||||||
8 | (b) if it has been dissolved, file a copy of the | ||||||
9 | articles of dissolution
duly authenticated by the proper | ||||||
10 | officer of the state or country under the
laws of which the | ||||||
11 | corporation was organized; or
| ||||||
12 | (c) if it has been the non-survivor of a statutory | ||||||
13 | merger and the
surviving
entity was a foreign corporation | ||||||
14 | or limited liability company which had not obtained | ||||||
15 | authority to
transact
business in this State, file a copy | ||||||
16 | of the articles of merger duly
authenticated by the
proper | ||||||
17 | officer of the state or country under the laws of which the | ||||||
18 | corporation or limited liability company
was
organized; or
| ||||||
19 | (d) if it has been converted into another entity, file | ||||||
20 | a copy of the statement articles of conversion duly | ||||||
21 | authenticated by the proper officer of the state or country | ||||||
22 | under the laws of which the corporation was organized. | ||||||
23 | The application for withdrawal and the final report shall | ||||||
24 | be made
on forms prescribed and furnished by the Secretary of | ||||||
25 | State.
| ||||||
26 | When the corporation has complied with
subsection (a) of |
| |||||||
| |||||||
1 | this Section, the Secretary
of State shall file the application | ||||||
2 | for
withdrawal and mail a copy of the application to the | ||||||
3 | corporation or its
representative. If the provisions of
| ||||||
4 | subsection (b) of this Section have been followed, the
| ||||||
5 | Secretary of State shall file the copy of the articles of | ||||||
6 | dissolution in his
or her office.
| ||||||
7 | Upon the filing of the application for withdrawal or copy | ||||||
8 | of the articles of
dissolution, the authority
of the | ||||||
9 | corporation to transact business in this State shall cease.
| ||||||
10 | (Source: P.A. 98-171, eff. 8-5-13.)
| ||||||
11 | Section 902. The Professional Service Corporation Act is | ||||||
12 | amended by changing Sections 3.4 and 5 as follows:
| ||||||
13 | (805 ILCS 10/3.4) (from Ch. 32, par. 415-3.4)
| ||||||
14 | Sec. 3.4.
(a)
"Professional Corporation" means : | ||||||
15 | (1) a corporation organized under this Act ; | ||||||
16 | (2) an entity converted under the Entity Omnibus Act to | ||||||
17 | a corporation governed by this Act; or | ||||||
18 | (3) a foreign corporation domesticated under the | ||||||
19 | Entity Omnibus Act and governed by this Act;
| ||||||
20 | that is organized solely for the purpose of rendering one | ||||||
21 | category of professional service or
related professional | ||||||
22 | services and which has as its shareholders, directors,
| ||||||
23 | officers, agents
and employees (other than ancillary | ||||||
24 | personnel) only
individuals who are duly licensed by this State |
| |||||||
| |||||||
1 | or by the United States
Patent Office or the Internal Revenue | ||||||
2 | Service of the United States Treasury
Department to render that | ||||||
3 | particular category of professional service or
related | ||||||
4 | professional services (except that the secretary of the | ||||||
5 | corporation
need not be so licensed), except that the | ||||||
6 | registered agent of the corporation
need not be licensed in | ||||||
7 | such case where the registered agent is not a
shareholder, | ||||||
8 | director, officer or employee (other than ancillary
| ||||||
9 | personnel).
| ||||||
10 | (b) A Professional Corporation may, for purposes of | ||||||
11 | dissolution, have as
its shareholders, directors, officers, | ||||||
12 | agents and employees individuals who
are not licensed by this | ||||||
13 | State, provided that the corporation does not
render any | ||||||
14 | professional services nor hold itself out as capable of or
| ||||||
15 | available to render any professional services during the period | ||||||
16 | of dissolution.
| ||||||
17 | The regulating authority shall not issue or renew any | ||||||
18 | certificate of
authority to a Professional Corporation during | ||||||
19 | the period of dissolution.
| ||||||
20 | A copy of the certificate of dissolution, as issued by the | ||||||
21 | Secretary of
State, shall be delivered to the regulating | ||||||
22 | authority within 30 days of its
receipt by the incorporators.
| ||||||
23 | (Source: P.A. 84-1235.)
| ||||||
24 | (805 ILCS 10/5) (from Ch. 32, par. 415-5)
| ||||||
25 | Sec. 5. A professional corporation organized under this Act |
| |||||||
| |||||||
1 | may consolidate or
merge only with another domestic | ||||||
2 | professional corporation organized under
this Act to render the | ||||||
3 | same specific professional service or related
professional | ||||||
4 | services or with a domestic limited liability company organized | ||||||
5 | under the Limited Liability Company Act to render the same | ||||||
6 | specific professional service or related professional services
| ||||||
7 | and a merger or consolidation with any foreign
corporation or | ||||||
8 | foreign limited liability company is prohibited. A | ||||||
9 | professional association organized under the
"Act to Authorize | ||||||
10 | Professional Associations", approved August 9, 1961, as
| ||||||
11 | amended, may merge with a professional corporation formed under | ||||||
12 | this Act by
complying with Section 4 of this Act. A conversion | ||||||
13 | to or from a professional corporation under the Entity Omnibus | ||||||
14 | Act is permitted only if the converted entity is organized to | ||||||
15 | render the same specific professional service or related | ||||||
16 | professional services.
| ||||||
17 | (Source: P.A. 95-368, eff. 8-23-07.)
| ||||||
18 | Section 903. The Medical Corporation Act is amended by | ||||||
19 | changing Section 3 as follows:
| ||||||
20 | (805 ILCS 15/3) (from Ch. 32, par. 633)
| ||||||
21 | Sec. 3.
The "Business Corporation Act of 1983", as | ||||||
22 | heretofore or hereafter amended, and the Entity Omnibus Act
| ||||||
23 | shall be applicable to such corporations, including their | ||||||
24 | organization, and
they shall enjoy the powers and privileges |
| |||||||
| |||||||
1 | and be subject to the duties,
restrictions and liabilities of | ||||||
2 | other corporations, except so far as the
same may be limited or | ||||||
3 | enlarged by this Act. If any provision of this Act
conflicts | ||||||
4 | with the "Business Corporation Act of 1983" or the Entity | ||||||
5 | Omnibus Act , this Act shall
take precedence.
| ||||||
6 | (Source: P.A. 83-1362.)
| ||||||
7 | Section 904. The General Not For Profit Corporation Act of | ||||||
8 | 1986 is amended by changing Section 101.70 as follows:
| ||||||
9 | (805 ILCS 105/101.70) (from Ch. 32, par. 101.70)
| ||||||
10 | Sec. 101.70. Application of Act. | ||||||
11 | (a) Except as
otherwise provided in this Act, the
| ||||||
12 | provisions of this Act relating to domestic corporations
shall | ||||||
13 | apply to:
| ||||||
14 | (1) All corporations organized hereunder;
| ||||||
15 | (2) All corporations heretofore organized under the
| ||||||
16 | "General Not for Profit Corporation Act", approved July 17, | ||||||
17 | 1943,
as amended;
| ||||||
18 | (3) All not-for-profit corporations heretofore
| ||||||
19 | organized under Sections 29 to 34, inclusive, of an Act
| ||||||
20 | entitled "An Act Concerning Corporations" approved April | ||||||
21 | 18,
1872, in force July 1, 1872, as amended;
| ||||||
22 | (4) Each not-for-profit corporation, without shares or
| ||||||
23 | capital stock, heretofore organized under any general law | ||||||
24 | or
created by Special Act of the Legislature of this State |
| |||||||
| |||||||
1 | for
a purpose or purposes for which a corporation may be
| ||||||
2 | organized under this Act, but not otherwise entitled to the
| ||||||
3 | rights, privileges, immunities and franchises provided by
| ||||||
4 | this Act, which shall elect to accept this Act as
| ||||||
5 | hereinafter provided; and
| ||||||
6 | (5) Each corporation having shares or capital stock,
| ||||||
7 | heretofore organized under any general law or created by
| ||||||
8 | Special Act of the Legislature of this State prior to the
| ||||||
9 | adoption of the Constitution of 1870, for a purpose or
| ||||||
10 | purposes for which a corporation may be organized under | ||||||
11 | this
Act, which shall elect to accept this Act as | ||||||
12 | hereinafter
provided.
| ||||||
13 | (b) Except as otherwise provided by this Act,
the | ||||||
14 | provisions of this Act relating to foreign
corporations shall | ||||||
15 | apply to:
| ||||||
16 | (1) All foreign corporations which procure authority | ||||||
17 | hereunder to conduct affairs in
this State;
| ||||||
18 | (2) All foreign corporations heretofore having | ||||||
19 | authority to conduct affairs in this State
under the | ||||||
20 | "General Not for Profit Corporation Act",
approved July 17, | ||||||
21 | 1943, as amended; and
| ||||||
22 | (3) All foreign not-for-profit corporations conducting
| ||||||
23 | affairs in this State for a purpose or purposes for which a
| ||||||
24 | corporation might be organized under this Act.
| ||||||
25 | (c) The provisions of subsection (b) of Section 110.05 of
| ||||||
26 | this Act relating to revival of the articles of
incorporation |
| |||||||
| |||||||
1 | and extension of the period of corporate
duration of a domestic | ||||||
2 | corporation shall apply to all
corporations organized under the | ||||||
3 | "General Not for Profit
Corporation Act", approved July 17, | ||||||
4 | 1943, as amended, and
whose period of duration has expired. | ||||||
5 | (d) The provisions of Section 112.45 of this Act relating
| ||||||
6 | to reinstatement following administrative dissolution of a
| ||||||
7 | domestic corporation shall apply to all corporations
| ||||||
8 | involuntarily dissolved after June 30, 1974, by the
Secretary | ||||||
9 | of State, pursuant to Section 50a of the "General
Not for | ||||||
10 | Profit Corporation Act", approved July 17, 1943,
as amended. | ||||||
11 | (e) The provisions of Section 113.60 of this Act relating
| ||||||
12 | to reinstatement following revocation of
authority of a foreign | ||||||
13 | corporation shall apply to all
foreign corporations which had | ||||||
14 | their
authority revoked by the Secretary of State pursuant to
| ||||||
15 | Section 84 or Section 84a of the "General Not for Profit
| ||||||
16 | Corporation Act", approved July 17, 1943, as amended.
| ||||||
17 | (f) Conversions and domestications are governed by the | ||||||
18 | Entity Omnibus Act. | ||||||
19 | (Source: P.A. 96-66, eff. 1-1-10.)
| ||||||
20 | Section 905. The Limited Liability Company Act is amended | ||||||
21 | by changing Sections 15-1, 15-5, 35-45, 37-5, 37-10, 37-36, | ||||||
22 | 50-10, and 50-50 and by adding Section 50-55 as follows:
| ||||||
23 | (805 ILCS 180/15-1)
| ||||||
24 | (Text of Section before amendment by P.A. 99-637 )
|
| |||||||
| |||||||
1 | Sec. 15-1. Management of limited liability company.
| ||||||
2 | (a) In a member-managed company:
| ||||||
3 | (1) each member has equal rights in the management and | ||||||
4 | conduct of the
company's
business; and
| ||||||
5 | (2) except as otherwise provided in subsection (c) of | ||||||
6 | this Section, any
matter relating to
the
business of the | ||||||
7 | company may be decided by a majority of the members.
| ||||||
8 | (b) In a manager-managed company:
| ||||||
9 | (1) each manager has equal rights in the management and | ||||||
10 | conduct of the
company's
business;
| ||||||
11 | (2) except as otherwise provided in subsection (c) of | ||||||
12 | this Section, any
matter relating to
the
business of the | ||||||
13 | company may be exclusively decided by the manager or, if
| ||||||
14 | there is more than one manager, by a majority of the | ||||||
15 | managers; and
| ||||||
16 | (3) a manager:
| ||||||
17 | (A) must be designated, appointed, elected, | ||||||
18 | removed, or replaced by a
vote, approval, or consent of | ||||||
19 | a majority of the members; and
| ||||||
20 | (B) holds office until a successor has been elected | ||||||
21 | and qualified,
unless the manager sooner resigns or is | ||||||
22 | removed.
| ||||||
23 | (c) The only matters of a member or manager-managed | ||||||
24 | company's business
requiring the consent of all of the members | ||||||
25 | are the following:
| ||||||
26 | (1) the amendment of the operating agreement under |
| |||||||
| |||||||
1 | Section 15-5;
| ||||||
2 | (2) an amendment to the articles of organization under | ||||||
3 | Article 5;
| ||||||
4 | (3) the compromise of an obligation to make a | ||||||
5 | contribution under Section
20-5;
| ||||||
6 | (4) the compromise, as among members, of an obligation | ||||||
7 | of a member to make
a
contribution or return money or other | ||||||
8 | property paid or distributed in
violation of this Act;
| ||||||
9 | (5) the making of interim distributions under | ||||||
10 | subsection (a) of Section
25-1, including
the redemption of | ||||||
11 | an interest;
| ||||||
12 | (6) the admission of a new member;
| ||||||
13 | (7) the use of the company's property to redeem an | ||||||
14 | interest subject to a
charging order;
| ||||||
15 | (8) the consent to dissolve the company under | ||||||
16 | subdivision (2) of
subsection (a) of Section 35-1;
| ||||||
17 | (9) a waiver of the right to have the company's | ||||||
18 | business wound up and the
company terminated under Section | ||||||
19 | 35-3;
| ||||||
20 | (10) the consent of members to merge with another | ||||||
21 | entity under Section
37-20; and
| ||||||
22 | (11) the sale, lease, exchange, or other disposal of | ||||||
23 | all, or substantially
all, of the company's property with | ||||||
24 | or without goodwill.
| ||||||
25 | (d) Action requiring the consent of members or managers | ||||||
26 | under this Act may
be taken without a meeting.
|
| |||||||
| |||||||
1 | (e) A member or manager may appoint a proxy to vote or | ||||||
2 | otherwise act for the
member or manager by signing an | ||||||
3 | appointment instrument, either personally
or by the member or | ||||||
4 | manager's attorney-in-fact.
| ||||||
5 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
6 | (Text of Section after amendment by P.A. 99-637 )
| ||||||
7 | Sec. 15-1. Management of limited liability company.
| ||||||
8 | (a) A limited liability company is a member-managed limited | ||||||
9 | liability company unless the operating agreement: | ||||||
10 | (1) expressly provides that: | ||||||
11 | (A) the company is or will be manager-managed; | ||||||
12 | (B) the company is or will be managed by managers; | ||||||
13 | or | ||||||
14 | (C) management of the company is or will be vested | ||||||
15 | in managers; or | ||||||
16 | (2) includes words of similar import. | ||||||
17 | (b) In a member-managed company:
| ||||||
18 | (1) each member has equal rights in the management and | ||||||
19 | conduct of the
company's
business; and
| ||||||
20 | (2) except as otherwise provided in subsection (d) of | ||||||
21 | this Section, any
matter relating to
the
business of the | ||||||
22 | company may be decided by a majority of the members.
| ||||||
23 | (c) In a manager-managed company:
| ||||||
24 | (1) each manager has equal rights in the management and | ||||||
25 | conduct of the
company's
business;
|
| |||||||
| |||||||
1 | (2) except as otherwise provided in subsection (d) of | ||||||
2 | this Section, any
matter relating to
the
business of the | ||||||
3 | company may be exclusively decided by the manager or, if
| ||||||
4 | there is more than one manager, by a majority of the | ||||||
5 | managers; and
| ||||||
6 | (3) a manager:
| ||||||
7 | (A) must be designated, appointed, elected, | ||||||
8 | removed, or replaced by a
vote, approval, or consent of | ||||||
9 | a majority of the members; and
| ||||||
10 | (B) holds office until a successor has been elected | ||||||
11 | and qualified,
unless the manager sooner resigns or is | ||||||
12 | removed.
| ||||||
13 | (d) The only matters of a member or manager-managed | ||||||
14 | company's business
requiring the consent of all of the members | ||||||
15 | are the following:
| ||||||
16 | (1) the amendment of the operating agreement under | ||||||
17 | Section 15-5;
| ||||||
18 | (2) an amendment to the articles of organization under | ||||||
19 | Article 5;
| ||||||
20 | (3) the compromise of an obligation to make a | ||||||
21 | contribution under Section
20-5;
| ||||||
22 | (4) the compromise, as among members, of an obligation | ||||||
23 | of a member to make
a
contribution or return money or other | ||||||
24 | property paid or distributed in
violation of this Act;
| ||||||
25 | (5) the redemption of an interest;
| ||||||
26 | (6) the admission of a new member;
|
| |||||||
| |||||||
1 | (7) the use of the company's property to redeem an | ||||||
2 | interest subject to a
charging order;
| ||||||
3 | (8) the consent to dissolve the company under | ||||||
4 | subdivision (2) of
subsection (a) of Section 35-1;
| ||||||
5 | (9) the consent of members to convert, merge with | ||||||
6 | another entity or domesticate under Article 37 or the | ||||||
7 | Entity Omnibus Act ; and
| ||||||
8 | (10) the sale, lease, exchange, or other disposal of | ||||||
9 | all, or substantially
all, of the company's property with | ||||||
10 | or without goodwill.
| ||||||
11 | (e) Action requiring the consent of members or managers | ||||||
12 | under this Act may
be taken without a meeting.
| ||||||
13 | (f) A member or manager may appoint a proxy to vote or | ||||||
14 | otherwise act for the
member or manager by signing an | ||||||
15 | appointment instrument, either personally
or by the member or | ||||||
16 | manager's attorney-in-fact.
| ||||||
17 | (Source: P.A. 99-637, eff. 7-1-17.)
| ||||||
18 | (805 ILCS 180/15-5)
| ||||||
19 | (Text of Section before amendment by P.A. 99-637 )
| ||||||
20 | Sec. 15-5. Operating agreement.
| ||||||
21 | (a) All
members of a
limited liability company may enter | ||||||
22 | into an operating agreement to
regulate the affairs of the | ||||||
23 | company and the conduct of its business and to
govern relations | ||||||
24 | among the members, managers, and company. To the extent
the | ||||||
25 | operating agreement does not otherwise provide, this Act |
| |||||||
| |||||||
1 | governs relations
among the members, managers, and company.
| ||||||
2 | Except as provided in subsection (b) of this Section, an | ||||||
3 | operating agreement
may modify any provision or provisions of | ||||||
4 | this Act governing relations among
the members, managers, and | ||||||
5 | company.
| ||||||
6 | (b) The operating agreement may not:
| ||||||
7 | (1) unreasonably restrict a right to information or | ||||||
8 | access to records
under
Section 10-15;
| ||||||
9 | (2) vary the right to expel a member in an event | ||||||
10 | specified in subdivision
(6) of Section
35-45;
| ||||||
11 | (3) vary the requirement to wind up the limited | ||||||
12 | liability company's
business
in a case specified in | ||||||
13 | subdivisions (3) or (4) of Section 35-1;
| ||||||
14 | (4) restrict rights of a person, other than a manager, | ||||||
15 | member, and
transferee of a member's distributional | ||||||
16 | interest, under this Act;
| ||||||
17 | (5) restrict the power of a member to dissociate under | ||||||
18 | Section 35-50,
although an operating agreement may
| ||||||
19 | determine whether a dissociation is wrongful under Section | ||||||
20 | 35-50, and it may
eliminate or vary the obligation of the | ||||||
21 | limited
liability company to purchase the dissociated | ||||||
22 | member's distributional interest
under Section
35-60;
| ||||||
23 | (6) eliminate or reduce a member's fiduciary duties, | ||||||
24 | but may;
| ||||||
25 | (A) identify specific types or categories of | ||||||
26 | activities that do not
violate these duties, if not |
| |||||||
| |||||||
1 | manifestly unreasonable; and
| ||||||
2 | (B) specify the number or percentage of members or | ||||||
3 | disinterested
managers that may authorize or ratify, | ||||||
4 | after full disclosure of all materials
facts, a | ||||||
5 | specific act or transaction that otherwise would | ||||||
6 | violate these duties;
| ||||||
7 | (6.5) eliminate or reduce the obligations or purposes a | ||||||
8 | low-profit limited liability company undertakes when | ||||||
9 | organized under Section 1-26; or
| ||||||
10 | (7) eliminate or reduce the obligation of good faith | ||||||
11 | and fair dealing
under
subsection (d) of Section 15-3, but | ||||||
12 | the operating agreement may determine the
standards by | ||||||
13 | which the performance of the obligation is to be measured, | ||||||
14 | if the
standards are not manifestly unreasonable.
| ||||||
15 | (c) In a limited liability company with only one member, | ||||||
16 | the operating
agreement
includes any of the following:
| ||||||
17 | (1) Any writing, without regard to whether the writing | ||||||
18 | otherwise
constitutes an
agreement, as to the company's | ||||||
19 | affairs signed by the sole
member.
| ||||||
20 | (2) Any written agreement between the member and the | ||||||
21 | company as to the
company's
affairs.
| ||||||
22 | (3) Any agreement, which need not be in writing, | ||||||
23 | between the member and
the
company as to a company's | ||||||
24 | affairs, provided that the company is managed by
a manager | ||||||
25 | who is a person other than the member.
| ||||||
26 | (Source: P.A. 96-126, eff. 1-1-10.)
|
| |||||||
| |||||||
1 | (Text of Section after amendment by P.A. 99-637 )
| ||||||
2 | Sec. 15-5. Operating agreement.
| ||||||
3 | (a) All
members of a
limited liability company may enter | ||||||
4 | into an operating agreement to
regulate the affairs of the | ||||||
5 | company and the conduct of its business and to
govern relations | ||||||
6 | among the members, managers, and company. The operating | ||||||
7 | agreement may establish that a limited liability company is a | ||||||
8 | manager-managed limited liability company and the rights and | ||||||
9 | duties under this Act of a person in the capacity of a manager. | ||||||
10 | To the extent
the operating agreement does not otherwise | ||||||
11 | provide, this Act governs relations
among the members, | ||||||
12 | managers, and company.
Except as provided in subsections (b), | ||||||
13 | (c), (d), and (e) of this Section, an operating agreement
may | ||||||
14 | modify any provision or provisions of this Act governing | ||||||
15 | relations among
the members, managers, and company.
| ||||||
16 | (b) The operating agreement may not:
| ||||||
17 | (1) unreasonably restrict a right to information or | ||||||
18 | access to records
under
Section 1-40 or Section 10-15;
| ||||||
19 | (2) vary the right to expel a member in an event | ||||||
20 | specified in subdivision
(6) of Section
35-45;
| ||||||
21 | (3) vary the requirement to wind up the limited | ||||||
22 | liability company's
business
in a case specified in | ||||||
23 | subdivision (4), (5), or (6) of subsection (a) of Section | ||||||
24 | 35-1;
| ||||||
25 | (4) restrict rights of a person, other than a manager, |
| |||||||
| |||||||
1 | member, and
transferee of a member's distributional | ||||||
2 | interest, under this Act;
| ||||||
3 | (5) restrict the power of a member to dissociate under | ||||||
4 | Section 35-50,
although an operating agreement may
| ||||||
5 | determine whether a dissociation is wrongful under Section | ||||||
6 | 35-50;
| ||||||
7 | (6) (blank);
| ||||||
8 | (6.5) eliminate or reduce the obligations or purposes a | ||||||
9 | low-profit limited liability company undertakes when | ||||||
10 | organized under Section 1-26; | ||||||
11 | (7) eliminate or reduce the obligation of good faith | ||||||
12 | and fair dealing
under
subsection (d) of Section 15-3, but | ||||||
13 | the operating agreement may determine the
standards by | ||||||
14 | which the performance of the member's duties or the | ||||||
15 | exercise of the member's rights is to be measured; | ||||||
16 | (8) eliminate, vary, or restrict the priority of a | ||||||
17 | statement of authority over provisions in the articles of | ||||||
18 | organization as provided in subsection (h) of Section | ||||||
19 | 13-15; | ||||||
20 | (9) vary the law applicable under Section 1-65; | ||||||
21 | (10) vary the power of the court under Section 5-50; or | ||||||
22 | (11) restrict the right to approve a merger, | ||||||
23 | conversion, or domestication under Article 37 or the Entity | ||||||
24 | Omnibus Act of a member that will have personal liability | ||||||
25 | with respect to a surviving, converted, or domesticated | ||||||
26 | organization. |
| |||||||
| |||||||
1 | (c) The operating agreement may: | ||||||
2 | (1) restrict or eliminate a fiduciary duty, other than | ||||||
3 | the duty of care described in subsection (c) of Section | ||||||
4 | 15-3, but only to the extent the restriction or elimination | ||||||
5 | in the operating agreement is clear and unambiguous; | ||||||
6 | (2) identify specific types or categories of | ||||||
7 | activities that do not violate any fiduciary duty; and | ||||||
8 | (3) alter the duty of care, except to authorize | ||||||
9 | intentional misconduct or knowing violation of law. | ||||||
10 | (d) The operating agreement may specify the method by which | ||||||
11 | a specific act or transaction that would otherwise violate the | ||||||
12 | duty of loyalty may be authorized or ratified by one or more | ||||||
13 | disinterested and independent persons after full disclosure of | ||||||
14 | all material facts. | ||||||
15 | (e) The operating agreement may alter or eliminate the | ||||||
16 | right to payment or reimbursement for a member or manager | ||||||
17 | provided by Section 15-7 and may eliminate or limit a member or | ||||||
18 | manager's liability to the limited liability company and | ||||||
19 | members for money damages, except for: | ||||||
20 | (1) subject to subsections (c) and (d) of this Section, | ||||||
21 | breach of the duties as required in subdivisions (1), (2), | ||||||
22 | and (3) of subsection (b) of Section 15-3 and subsection | ||||||
23 | (g) of Section 15-3; | ||||||
24 | (2) a financial benefit received by the member or | ||||||
25 | manager to which the member or manager is not entitled; | ||||||
26 | (3) a breach of a duty under Section 25-35; |
| |||||||
| |||||||
1 | (4) intentional infliction of harm on the company or a | ||||||
2 | member; or | ||||||
3 | (5) an intentional violation of criminal law. | ||||||
4 | (f) A limited liability company is bound by and may enforce | ||||||
5 | the operating agreement, whether or not the company has itself | ||||||
6 | manifested assent to the operating agreement. | ||||||
7 | (g) A person that becomes a member of a limited liability | ||||||
8 | company is deemed to assent to the operating agreement. | ||||||
9 | (h) An operating agreement may be entered into before, | ||||||
10 | after, or at the time of filing of articles of organization | ||||||
11 | and, whether entered into before, after, or at the time of the | ||||||
12 | filing, may be made effective as of the time of formation of | ||||||
13 | the limited liability company or as of the time or date | ||||||
14 | provided in the operating agreement.
| ||||||
15 | (Source: P.A. 99-637, eff. 7-1-17.)
| ||||||
16 | (805 ILCS 180/35-45)
| ||||||
17 | (Text of Section before amendment by P.A. 99-637 )
| ||||||
18 | Sec. 35-45. Events causing member's dissociation. A member | ||||||
19 | is dissociated from a limited liability company upon the | ||||||
20 | occurrence of
any of the following events:
| ||||||
21 | (1) The company's having notice of the member's express | ||||||
22 | will to withdraw
upon
the date of notice or on a later date | ||||||
23 | specified by the member.
| ||||||
24 | (2) An event agreed to in the operating agreement as | ||||||
25 | causing the member's
dissociation.
|
| |||||||
| |||||||
1 | (3) Upon transfer of all of a member's distributional | ||||||
2 | interest, other than a
transfer for security purposes or a | ||||||
3 | court order charging the member's
distributional interest that | ||||||
4 | has not been foreclosed.
| ||||||
5 | (4) The member's expulsion pursuant to the operating | ||||||
6 | agreement.
| ||||||
7 | (5) The member's expulsion by unanimous vote of the other | ||||||
8 | members if:
| ||||||
9 | (A) it is unlawful to carry on the company's business | ||||||
10 | with the member;
| ||||||
11 | (B) there has been a transfer of substantially all of | ||||||
12 | the member's
distributional interest, other than a | ||||||
13 | transfer for security purposes or a court
order charging | ||||||
14 | the member's distributional interest that has not been
| ||||||
15 | foreclosed;
| ||||||
16 | (C) within 90 days after the company notifies a | ||||||
17 | corporate member that it
will be expelled because it has | ||||||
18 | filed a certificate of dissolution or the
equivalent, its | ||||||
19 | charter has been revoked, or its right to conduct business | ||||||
20 | has
been suspended by the jurisdiction of its | ||||||
21 | incorporation, the member
fails to obtain a revocation of | ||||||
22 | the certificate of dissolution or a
reinstatement of its | ||||||
23 | charter or its right to conduct business; or
| ||||||
24 | (D) a partnership or a limited liability company that | ||||||
25 | is a member has been
dissolved and its business is being | ||||||
26 | wound up.
|
| |||||||
| |||||||
1 | (6) On application by the company or another member, the | ||||||
2 | member's expulsion
by judicial determination because the | ||||||
3 | member:
| ||||||
4 | (A) engaged in wrongful conduct that adversely and | ||||||
5 | materially affected the
company's business;
| ||||||
6 | (B) willfully or persistently committed a material | ||||||
7 | breach of the operating
agreement or of a duty owed to the | ||||||
8 | company or the other members under Section
15-3; or
| ||||||
9 | (C) engaged in conduct relating to the company's | ||||||
10 | business that makes it
not reasonably practicable to carry on | ||||||
11 | the business with the member.
| ||||||
12 | (7) The member's:
| ||||||
13 | (A) becoming a debtor in bankruptcy;
| ||||||
14 | (B) executing an assignment for the benefit of | ||||||
15 | creditors;
| ||||||
16 | (C) seeking, consenting to, or acquiescing in the | ||||||
17 | appointment of a
trustee, receiver, or liquidator of the | ||||||
18 | member or of all or substantially all
of
the member's | ||||||
19 | property; or
| ||||||
20 | (D) failing, within 90 days after the appointment, to | ||||||
21 | have vacated or
stayed the appointment of a trustee, | ||||||
22 | receiver, or liquidator of the member or
of
all or | ||||||
23 | substantially all of the member's property obtained | ||||||
24 | without the member's
consent or acquiescence, or failing | ||||||
25 | within 90 days after the
expiration of a stay to have the | ||||||
26 | appointment vacated.
|
| |||||||
| |||||||
1 | (8) In the case of a member who is an individual:
| ||||||
2 | (A) the member's death;
| ||||||
3 | (B) the appointment of a guardian or general | ||||||
4 | conservator for the member;
or
| ||||||
5 | (C) a judicial determination that the member has | ||||||
6 | otherwise become
incapable of performing the member's | ||||||
7 | duties under the operating agreement.
| ||||||
8 | (9) In the case of a member that is a trust or is acting as | ||||||
9 | a member by
virtue of being a trustee of a trust, distribution | ||||||
10 | of the trust's
entire rights to receive distributions from the | ||||||
11 | company, but not merely by
reason of the substitution of a | ||||||
12 | successor trustee.
| ||||||
13 | (10) In the case of a member that is an estate or is acting | ||||||
14 | as a member by
virtue of being a personal representative of an | ||||||
15 | estate, distribution of the
estate's entire rights to receive | ||||||
16 | distributions from the company, but not
merely the substitution | ||||||
17 | of a successor personal representative.
| ||||||
18 | (11) Termination of the existence of a member if the member | ||||||
19 | is not an
individual, estate, or trust other than a business | ||||||
20 | trust.
| ||||||
21 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
22 | (Text of Section after amendment by P.A. 99-637 )
| ||||||
23 | Sec. 35-45. Events causing member's dissociation. A member | ||||||
24 | is dissociated from a limited liability company upon the | ||||||
25 | occurrence of
any of the following events:
|
| |||||||
| |||||||
1 | (1) The company's having notice of the member's express | ||||||
2 | will to withdraw
upon
the date of notice or on a later date | ||||||
3 | specified by the member.
| ||||||
4 | (2) An event agreed to in the operating agreement as | ||||||
5 | causing the member's
dissociation.
| ||||||
6 | (3) Upon transfer of all of a member's distributional | ||||||
7 | interest, other than a
transfer for security purposes or a | ||||||
8 | court order charging the member's
distributional interest | ||||||
9 | that has not been foreclosed.
| ||||||
10 | (4) The member's expulsion pursuant to the operating | ||||||
11 | agreement.
| ||||||
12 | (5) The member's expulsion by unanimous vote of the | ||||||
13 | other members if:
| ||||||
14 | (A) it is unlawful to carry on the company's | ||||||
15 | business with the member;
| ||||||
16 | (B) there has been a transfer of substantially all | ||||||
17 | of the member's
distributional interest, other than a | ||||||
18 | transfer for security purposes or a court
order | ||||||
19 | charging the member's distributional interest that has | ||||||
20 | not been
foreclosed;
| ||||||
21 | (C) within 90 days after the company notifies a | ||||||
22 | corporate member that it
will be expelled because it | ||||||
23 | has filed a certificate of dissolution or the
| ||||||
24 | equivalent, its charter has been revoked, or its right | ||||||
25 | to conduct business has
been suspended by the | ||||||
26 | jurisdiction of its incorporation, the member
fails to |
| |||||||
| |||||||
1 | obtain a revocation of the certificate of dissolution | ||||||
2 | or a
reinstatement of its charter or its right to | ||||||
3 | conduct business; or
| ||||||
4 | (D) a partnership or a limited liability company | ||||||
5 | that is a member has been
dissolved and its business is | ||||||
6 | being wound up.
| ||||||
7 | (6) On application by the company or another member, | ||||||
8 | the member's expulsion
by judicial determination because | ||||||
9 | the member:
| ||||||
10 | (A) engaged in wrongful conduct that adversely and | ||||||
11 | materially affected the
company's business;
| ||||||
12 | (B) willfully or persistently committed a material | ||||||
13 | breach of the operating
agreement or of a duty owed to | ||||||
14 | the company or the other members under Section
15-3; or
| ||||||
15 | (C) engaged in conduct relating to the company's | ||||||
16 | business that makes it
not reasonably practicable to | ||||||
17 | carry on the business with the member.
| ||||||
18 | (7) The member's:
| ||||||
19 | (A) becoming a debtor in bankruptcy;
| ||||||
20 | (B) executing an assignment for the benefit of | ||||||
21 | creditors;
| ||||||
22 | (C) seeking, consenting to, or acquiescing in the | ||||||
23 | appointment of a
trustee, receiver, or liquidator of | ||||||
24 | the member or of all or substantially all
of
the | ||||||
25 | member's property; or
| ||||||
26 | (D) failing, within 90 days after the appointment, |
| |||||||
| |||||||
1 | to have vacated or
stayed the appointment of a trustee, | ||||||
2 | receiver, or liquidator of the member or
of
all or | ||||||
3 | substantially all of the member's property obtained | ||||||
4 | without the member's
consent or acquiescence, or | ||||||
5 | failing within 90 days after the
expiration of a stay | ||||||
6 | to have the appointment vacated.
| ||||||
7 | (8) In the case of a member who is an individual:
| ||||||
8 | (A) the member's death;
| ||||||
9 | (B) the appointment of a guardian or general | ||||||
10 | conservator for the member;
or
| ||||||
11 | (C) a judicial determination that the member has | ||||||
12 | otherwise become
incapable of performing the member's | ||||||
13 | duties under the operating agreement.
| ||||||
14 | (9) In the case of a member that is a trust or is | ||||||
15 | acting as a member by
virtue of being a trustee of a trust, | ||||||
16 | distribution of the trust's
entire rights to receive | ||||||
17 | distributions from the company, but not merely by
reason of | ||||||
18 | the substitution of a successor trustee.
| ||||||
19 | (10) In the case of a member that is an estate or is | ||||||
20 | acting as a member by
virtue of being a personal | ||||||
21 | representative of an estate, distribution of the
estate's | ||||||
22 | entire rights to receive distributions from the company, | ||||||
23 | but not
merely the substitution of a successor personal | ||||||
24 | representative.
| ||||||
25 | (11) Termination of the existence of a member if the | ||||||
26 | member is not an
individual, estate, or trust other than a |
| |||||||
| |||||||
1 | business trust.
| ||||||
2 | (12) In the case of a company that participates in a | ||||||
3 | merger under Article 37, if: | ||||||
4 | (A) the company is not the surviving entity; or | ||||||
5 | (B) otherwise as a result of the merger, the person | ||||||
6 | ceases to be a member. | ||||||
7 | (13) The company participates in a conversion under the | ||||||
8 | Entity Omnibus Act Article 37 . | ||||||
9 | (14) The company participates in a domestication under | ||||||
10 | the Entity Omnibus Act Article 37 , if, as a result, the | ||||||
11 | person ceases to be a member. | ||||||
12 | (Source: P.A. 99-637, eff. 7-1-17.)
| ||||||
13 | (805 ILCS 180/37-5)
| ||||||
14 | (Text of Section before amendment by P.A. 99-637 )
| ||||||
15 | Sec. 37-5. Definitions. In this Article:
| ||||||
16 | "Corporation" means (i) a corporation under the Business | ||||||
17 | Corporation Act
of 1983,
a
predecessor law, or comparable law | ||||||
18 | of another jurisdiction or (ii) a bank or
savings bank.
| ||||||
19 | "General partner" means a partner in a partnership and a | ||||||
20 | general partner in a
limited partnership.
| ||||||
21 | "Limited partner" means a limited partner in a limited | ||||||
22 | partnership.
| ||||||
23 | "Limited partnership" means a limited partnership created | ||||||
24 | under the
Uniform Limited Partnership Act (2001), a predecessor | ||||||
25 | law, or comparable law
of another jurisdiction.
|
| |||||||
| |||||||
1 | "Partner" includes a general partner and a limited partner.
| ||||||
2 | "Partnership" means a general partnership under the | ||||||
3 | Uniform Partnership Act (1997),
a predecessor law, or | ||||||
4 | comparable law of another jurisdiction.
| ||||||
5 | "Partnership agreement" means an agreement among the | ||||||
6 | partners concerning the
partnership or limited partnership.
| ||||||
7 | "Shareholder" means a shareholder in a corporation.
| ||||||
8 | (Source: P.A. 96-328, eff. 8-11-09.)
| ||||||
9 | (Text of Section after amendment by P.A. 99-637 )
| ||||||
10 | Sec. 37-5. Definitions. In this Article:
| ||||||
11 | "Constituent limited liability company" means a | ||||||
12 | constituent organization that is a limited liability company. | ||||||
13 | "Constituent organization" means an organization that is | ||||||
14 | party to a merger. | ||||||
15 | "Converted organization" means the organization into which | ||||||
16 | a converting organization converts pursuant to Sections 37-10 | ||||||
17 | through 37-17. | ||||||
18 | "Converting limited liability company" means a converting | ||||||
19 | organization that is a limited liability company. | ||||||
20 | "Converting organization" means an organization that | ||||||
21 | converts into another organization pursuant to Sections 37-10 | ||||||
22 | through 37-17. | ||||||
23 | "Domesticated company" means the company that exists after | ||||||
24 | a domesticating foreign limited liability company or limited | ||||||
25 | liability company effects a domestication pursuant to Sections |
| |||||||
| |||||||
1 | 37-31 through 37-34. | ||||||
2 | "Domesticating company" means the company that effects a | ||||||
3 | domestication pursuant to Sections 37-31 through 37-34. | ||||||
4 | "Governing statute" means the statute that governs an | ||||||
5 | organization's internal affairs. | ||||||
6 | "Organization" means a general partnership, including a | ||||||
7 | limited liability partnership, limited partnership, including | ||||||
8 | a limited liability limited partnership, limited liability | ||||||
9 | company, business trust, corporation, or any other person | ||||||
10 | having a governing statute. The term includes a domestic or | ||||||
11 | foreign organization regardless of whether organized for | ||||||
12 | profit. | ||||||
13 | "Organizational document" means: | ||||||
14 | (1) for a domestic or foreign general partnership, its | ||||||
15 | partnership agreement; | ||||||
16 | (2) for a limited partnership or foreign limited | ||||||
17 | partnership, its certificate of limited partnership and | ||||||
18 | partnership agreement; | ||||||
19 | (3) for a domestic or foreign limited liability | ||||||
20 | company, its certificate or articles of organization and | ||||||
21 | operating agreement, or comparable records as provided in | ||||||
22 | its governing statute; | ||||||
23 | (4) for a business trust, its agreement of trust and | ||||||
24 | declaration of trust; | ||||||
25 | (5) for a domestic or foreign corporation for profit, | ||||||
26 | its articles of incorporation, bylaws, and any agreements |
| |||||||
| |||||||
1 | among its shareholders which are authorized by its | ||||||
2 | governing statute, or comparable records as provided in its | ||||||
3 | governing statute; and | ||||||
4 | (6) for any other organization, the basic records that | ||||||
5 | create the organization and determine its internal | ||||||
6 | governance and the relations among the persons that own it, | ||||||
7 | have an interest in it, or are members of it. | ||||||
8 | "Personal liability" means liability for a debt, | ||||||
9 | obligation, or other liability of an organization which is | ||||||
10 | imposed on a person that co-owns, has an interest in, or is a | ||||||
11 | member of the organization: | ||||||
12 | (1) by the governing statute solely by reason of the | ||||||
13 | person co-owning, having an interest in, or being a member | ||||||
14 | of the organization; or | ||||||
15 | (2) by the organization's organizational documents | ||||||
16 | under a provision of the governing statute authorizing | ||||||
17 | those documents to make one or more specified persons | ||||||
18 | liable for all or specified debts, obligations, or other | ||||||
19 | liabilities of the organization solely by reason of the | ||||||
20 | person or persons co-owning, having an interest in, or | ||||||
21 | being a member of the organization. | ||||||
22 | "Surviving organization" means an organization into which | ||||||
23 | one or more other organizations are merged, whether the | ||||||
24 | organization preexisted the merger or was created by the | ||||||
25 | merger.
| ||||||
26 | (Source: P.A. 99-637, eff. 7-1-17.)
|
| |||||||
| |||||||
1 | (805 ILCS 180/37-10)
| ||||||
2 | (Text of Section before amendment by P.A. 99-637 )
| ||||||
3 | Sec. 37-10. Conversion of partnership or limited | ||||||
4 | partnership to limited
liability company. | ||||||
5 | (a) A partnership or limited partnership may be converted | ||||||
6 | to a limited
liability
company pursuant to this Section if | ||||||
7 | conversion to a limited
liability company is permitted under | ||||||
8 | the law governing the partnership or
limited partnership.
| ||||||
9 | (b) The terms and conditions of a conversion of a | ||||||
10 | partnership or limited
partnership to a limited liability | ||||||
11 | company must be approved by all of the
partners or by a number | ||||||
12 | or percentage of the partners required for conversion
in the | ||||||
13 | partnership agreement.
| ||||||
14 | (c) An agreement of conversion must set forth the terms and | ||||||
15 | conditions of
the conversion of the interests of partners of a | ||||||
16 | partnership or of a limited
partnership, as the case may be, | ||||||
17 | into interests in the converted limited
liability company or | ||||||
18 | the cash or other consideration to be paid or delivered
as a | ||||||
19 | result of the conversion of the interests of the partners, or a
| ||||||
20 | combination thereof.
| ||||||
21 | (d) After a conversion is approved under subsection (b) of | ||||||
22 | this Section, the
partnership or
limited partnership shall file | ||||||
23 | articles of organization in the office of
the Secretary of | ||||||
24 | State that satisfy the requirements of Section 5-5 and
contain | ||||||
25 | all of the following:
|
| |||||||
| |||||||
1 | (1) A statement that the partnership or limited | ||||||
2 | partnership was converted
to a limited liability company | ||||||
3 | from a partnership or limited
partnership, as the case may | ||||||
4 | be.
| ||||||
5 | (2) Its former name.
| ||||||
6 | (3) A statement of the number of votes cast by the | ||||||
7 | partners entitled to
vote for and against the conversion | ||||||
8 | and, if the vote is less than unanimous,
the number or | ||||||
9 | percentage required to approve the conversion under | ||||||
10 | subsection
(b) of this Section.
| ||||||
11 | (4) In the case of a limited partnership, a statement | ||||||
12 | that the certificate
of limited partnership shall be | ||||||
13 | canceled as of the date the conversion took
effect.
| ||||||
14 | (e) In the case of a limited partnership, the filing of | ||||||
15 | articles of
organization under subsection (d) of this Section | ||||||
16 | cancels its certificate of
limited
partnership as of the date | ||||||
17 | the conversion took effect.
| ||||||
18 | (f) A conversion takes effect when the articles of | ||||||
19 | organization are filed in
the office of the Secretary of State | ||||||
20 | or on a date specified in the
articles of organization not | ||||||
21 | later than 30 days subsequent to the filing of the
articles of | ||||||
22 | organization.
| ||||||
23 | (g) A general partner who becomes a member of a limited | ||||||
24 | liability company as
a result of a conversion remains liable as | ||||||
25 | a partner for an obligation
incurred by the partnership or | ||||||
26 | limited partnership before the conversion takes
effect.
|
| |||||||
| |||||||
1 | (h) A general partner's liability for all obligations of | ||||||
2 | the limited
liability company incurred after the conversion | ||||||
3 | takes effect is that of a
member
of the company. A limited | ||||||
4 | partner who becomes a member as a result of a
conversion | ||||||
5 | remains liable only to the extent the limited partner was | ||||||
6 | liable
for an obligation incurred by the limited partnership | ||||||
7 | before the conversion
takes effect.
| ||||||
8 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
9 | (Text of Section after amendment by P.A. 99-637 )
| ||||||
10 | Sec. 37-10. Conversions and domestications Conversion . | ||||||
11 | (a) Conversions and domestications are governed by the | ||||||
12 | Entity Omnibus Act. An organization other than a limited | ||||||
13 | liability company or a foreign limited liability company may | ||||||
14 | convert to a limited liability company, and a limited liability | ||||||
15 | company may convert to an organization other than a foreign | ||||||
16 | limited liability company pursuant to this Section, Sections | ||||||
17 | 37-15 through 37-17, and a plan of conversion, if: | ||||||
18 | (1) the other organization's governing statute | ||||||
19 | authorizes the conversion; | ||||||
20 | (2) the conversion is not prohibited by the law of the | ||||||
21 | jurisdiction that enacted the other organization's | ||||||
22 | governing statute; and | ||||||
23 | (3) the other organization complies with its governing | ||||||
24 | statute in effecting the conversion. | ||||||
25 | (b) (Blank). A plan of conversion must be in a record and |
| |||||||
| |||||||
1 | must include: | ||||||
2 | (1) the name and form of the organization before | ||||||
3 | conversion; | ||||||
4 | (2) the name and form of the organization after | ||||||
5 | conversion; | ||||||
6 | (3) the terms and conditions of the conversion, | ||||||
7 | including the manner and basis for converting interests in | ||||||
8 | the converting organization into any combination of money, | ||||||
9 | interests in the converted organization, and other | ||||||
10 | consideration; and | ||||||
11 | (4) the organizational documents of the converted | ||||||
12 | organization that are, or are proposed to be, in a record.
| ||||||
13 | (Source: P.A. 99-637, eff. 7-1-17.)
| ||||||
14 | (805 ILCS 180/37-36) | ||||||
15 | (This Section may contain text from a Public Act with a | ||||||
16 | delayed effective date ) | ||||||
17 | Sec. 37-36. Restrictions on approval of mergers and | ||||||
18 | conversions . | ||||||
19 | (a) If a member of a merging or converting limited | ||||||
20 | liability company will have personal liability with respect to | ||||||
21 | a surviving or converted organization, approval or amendment of | ||||||
22 | a plan of merger or conversion is ineffective without the | ||||||
23 | consent of the member, unless: | ||||||
24 | (1) the company's operating agreement provides for | ||||||
25 | approval of a merger or conversion with the consent of |
| |||||||
| |||||||
1 | fewer than all the members; and | ||||||
2 | (2) the member has consented to the provision of the | ||||||
3 | operating agreement. | ||||||
4 | (b) A member does not give the consent required by | ||||||
5 | subsection (a) merely by consenting to a provision of the | ||||||
6 | operating agreement that permits the operating agreement to be | ||||||
7 | amended with the consent of fewer than all the members.
| ||||||
8 | (Source: P.A. 99-637, eff. 7-1-17.)
| ||||||
9 | (805 ILCS 180/50-10)
| ||||||
10 | (Text of Section before amendment by P.A. 99-637 )
| ||||||
11 | Sec. 50-10. Fees.
| ||||||
12 | (a) The Secretary of State shall charge and collect in
| ||||||
13 | accordance with the provisions of this Act and rules
| ||||||
14 | promulgated under its authority all of the following:
| ||||||
15 | (1) Fees for filing documents.
| ||||||
16 | (2) Miscellaneous charges.
| ||||||
17 | (3) Fees for the sale of lists of filings and for | ||||||
18 | copies
of any documents.
| ||||||
19 | (b) The Secretary of State shall charge and collect for
all | ||||||
20 | of the following:
| ||||||
21 | (1) Filing articles of organization (domestic), | ||||||
22 | application for
admission (foreign), and restated articles | ||||||
23 | of
organization (domestic), $500. Notwithstanding the | ||||||
24 | foregoing, the fee for filing articles of organization | ||||||
25 | (domestic), application for admission (foreign), and |
| |||||||
| |||||||
1 | restated articles of organization (domestic) in connection | ||||||
2 | with a limited liability company with ability to establish | ||||||
3 | series pursuant to Section 37-40 of this Act is $750.
| ||||||
4 | (2) Filing articles of amendment or an amended | ||||||
5 | application for admission, $150.
| ||||||
6 | (3) Filing articles of dissolution or
application
for | ||||||
7 | withdrawal, $100.
| ||||||
8 | (4) Filing an application to reserve a name, $300.
| ||||||
9 | (5) Filing a notice of cancellation of a reserved name, | ||||||
10 | $100.
| ||||||
11 | (6) Filing a notice of a transfer of a reserved
name, | ||||||
12 | $100.
| ||||||
13 | (7) Registration of a name, $300.
| ||||||
14 | (8) Renewal of registration of a name, $100.
| ||||||
15 | (9) Filing an application for use of an assumed
name | ||||||
16 | under Section 1-20 of this Act, $150 for each
year or part | ||||||
17 | thereof ending in 0 or 5, $120 for each year or
part | ||||||
18 | thereof ending in 1 or 6, $90 for each year or part thereof | ||||||
19 | ending in 2 or
7, $60 for each year or part thereof ending | ||||||
20 | in 3 or 8, $30 for each year or
part thereof ending in 4 or | ||||||
21 | 9, and a renewal for each assumed name, $150.
| ||||||
22 | (10) Filing an application for change or cancellation | ||||||
23 | of an assumed
name, $100.
| ||||||
24 | (11) Filing an annual report of a limited liability
| ||||||
25 | company or foreign limited liability company, $250, if
| ||||||
26 | filed as required by this Act, plus a penalty if
|
| |||||||
| |||||||
1 | delinquent. Notwithstanding the foregoing, the fee for | ||||||
2 | filing an annual report of a limited liability company or | ||||||
3 | foreign limited liability company with ability to | ||||||
4 | establish series is $250 plus $50 for each series for which | ||||||
5 | a certificate of designation has been filed pursuant to | ||||||
6 | Section 37-40 of this Act and active on the last day of the | ||||||
7 | third month preceding the company's anniversary month, | ||||||
8 | plus a penalty if delinquent.
| ||||||
9 | (12) Filing an application for reinstatement of a
| ||||||
10 | limited liability company or foreign limited liability
| ||||||
11 | company
$500.
| ||||||
12 | (13) Filing Articles of Merger, $100 plus $50 for each | ||||||
13 | party to the
merger in excess of the first 2 parties.
| ||||||
14 | (14) Filing an Agreement of Conversion or Statement of | ||||||
15 | Conversion, $100.
| ||||||
16 | (15) Filing a statement of change of address of | ||||||
17 | registered office or change of registered agent, or both, | ||||||
18 | or filing a statement of correction, $25.
| ||||||
19 | (16) Filing a petition for refund, $15.
| ||||||
20 | (17) Filing any other document, $100.
| ||||||
21 | (18) Filing a certificate of designation of a limited | ||||||
22 | liability company with the ability to establish series | ||||||
23 | pursuant to Section 37-40 of this Act, $50.
| ||||||
24 | (c) The Secretary of State shall charge and collect all
of | ||||||
25 | the following:
| ||||||
26 | (1) For furnishing a copy or certified copy of any
|
| |||||||
| |||||||
1 | document, instrument, or paper relating to a limited
| ||||||
2 | liability company or foreign limited liability company,
or | ||||||
3 | for a certificate, $25.
| ||||||
4 | (2) For the transfer of information by computer
process | ||||||
5 | media to any purchaser, fees established by
rule.
| ||||||
6 | (Source: P.A. 97-839, eff. 7-20-12.)
| ||||||
7 | (Text of Section after amendment by P.A. 99-637 )
| ||||||
8 | Sec. 50-10. Fees.
| ||||||
9 | (a) The Secretary of State shall charge and collect in
| ||||||
10 | accordance with the provisions of this Act and rules
| ||||||
11 | promulgated under its authority all of the following:
| ||||||
12 | (1) Fees for filing documents.
| ||||||
13 | (2) Miscellaneous charges.
| ||||||
14 | (3) Fees for the sale of lists of filings and for | ||||||
15 | copies
of any documents.
| ||||||
16 | (b) The Secretary of State shall charge and collect for
all | ||||||
17 | of the following:
| ||||||
18 | (1) Filing articles of organization (domestic), | ||||||
19 | application for
admission (foreign), and restated articles | ||||||
20 | of
organization (domestic), $500. Notwithstanding the | ||||||
21 | foregoing, the fee for filing articles of organization | ||||||
22 | (domestic), application for admission (foreign), and | ||||||
23 | restated articles of organization (domestic) in connection | ||||||
24 | with a limited liability company with a series or the | ||||||
25 | ability to establish a series pursuant to Section 37-40 of |
| |||||||
| |||||||
1 | this Act is $750.
| ||||||
2 | (2) Filing amendments (domestic or foreign), $150.
| ||||||
3 | (3) Filing a statement of termination or
application
| ||||||
4 | for withdrawal, $25.
| ||||||
5 | (4) Filing an application to reserve a name, $300.
| ||||||
6 | (5) Filing a notice of cancellation of a reserved name, | ||||||
7 | $100.
| ||||||
8 | (6) Filing a notice of a transfer of a reserved
name, | ||||||
9 | $100.
| ||||||
10 | (7) Registration of a name, $300.
| ||||||
11 | (8) Renewal of registration of a name, $100.
| ||||||
12 | (9) Filing an application for use of an assumed
name | ||||||
13 | under Section 1-20 of this Act, $150 for each
year or part | ||||||
14 | thereof ending in 0 or 5, $120 for each year or
part | ||||||
15 | thereof ending in 1 or 6, $90 for each year or part thereof | ||||||
16 | ending in 2 or
7, $60 for each year or part thereof ending | ||||||
17 | in 3 or 8, $30 for each year or
part thereof ending in 4 or | ||||||
18 | 9, and a renewal for each assumed name, $150.
| ||||||
19 | (10) Filing an application for change or cancellation | ||||||
20 | of an assumed
name, $100.
| ||||||
21 | (11) Filing an annual report of a limited liability
| ||||||
22 | company or foreign limited liability company, $250, if
| ||||||
23 | filed as required by this Act, plus a penalty if
| ||||||
24 | delinquent. Notwithstanding the foregoing, the fee for | ||||||
25 | filing an annual report of a limited liability company or | ||||||
26 | foreign limited liability company is $250 plus $50 for each |
| |||||||
| |||||||
1 | series for which a certificate of designation has been | ||||||
2 | filed pursuant to Section 37-40 of this Act and is in | ||||||
3 | effect on the last day of the third month preceding the | ||||||
4 | company's anniversary month, plus a penalty if delinquent.
| ||||||
5 | (12) Filing an application for reinstatement of a
| ||||||
6 | limited liability company or foreign limited liability
| ||||||
7 | company
$500.
| ||||||
8 | (13) Filing articles of merger, $100 plus $50 for each | ||||||
9 | party to the
merger in excess of the first 2 parties.
| ||||||
10 | (14) (Blank). Filing articles of conversion, $100.
| ||||||
11 | (15) Filing a statement of change of address of | ||||||
12 | registered office or change of registered agent, or both, | ||||||
13 | or filing a statement of correction, $25.
| ||||||
14 | (16) Filing a petition for refund, $15.
| ||||||
15 | (17) Filing a certificate of designation of a limited | ||||||
16 | liability company with a series pursuant to Section 37-40 | ||||||
17 | of this Act, $50. | ||||||
18 | (18) Filing articles of domestication, $100. | ||||||
19 | (19) Filing, amending, or cancelling a statement of | ||||||
20 | authority, $50. | ||||||
21 | (20) Filing, amending, or cancelling a statement of | ||||||
22 | denial, $10. | ||||||
23 | (21) Filing any other document, $100.
| ||||||
24 | (c) The Secretary of State shall charge and collect all
of | ||||||
25 | the following:
| ||||||
26 | (1) For furnishing a copy or certified copy of any
|
| |||||||
| |||||||
1 | document, instrument, or paper relating to a limited
| ||||||
2 | liability company or foreign limited liability company,
or | ||||||
3 | for a certificate, $25.
| ||||||
4 | (2) For the transfer of information by computer
process | ||||||
5 | media to any purchaser, fees established by
rule.
| ||||||
6 | (Source: P.A. 99-637, eff. 7-1-17.)
| ||||||
7 | (805 ILCS 180/50-50)
| ||||||
8 | Sec. 50-50. Department of Business Services Special | ||||||
9 | Operations Fund.
| ||||||
10 | (a) A special fund in the State treasury is created and | ||||||
11 | shall be known as
the
Department of Business Services Special | ||||||
12 | Operations Fund. Moneys deposited into
the Fund
shall, subject | ||||||
13 | to appropriation, be used by the Department of Business | ||||||
14 | Services
of the Office
of the Secretary of State, hereinafter | ||||||
15 | "Department", to create and maintain the
capability to
perform | ||||||
16 | expedited services in response to special requests made by the | ||||||
17 | public
for same-day
or 24-hour service. Moneys deposited into | ||||||
18 | the Fund shall be used for, but not
limited to,
expenditures | ||||||
19 | for personal services, retirement, Social Security, | ||||||
20 | contractual
services,
equipment, electronic data processing, | ||||||
21 | and telecommunications.
| ||||||
22 | (b) The balance in the Fund at the end of any fiscal year | ||||||
23 | shall not exceed
$600,000,
and any amount in excess thereof | ||||||
24 | shall be transferred to the General Revenue
Fund.
| ||||||
25 | (c) All fees payable to the Secretary of State under this |
| |||||||
| |||||||
1 | Section shall be
deposited
into the Fund. No other fees or | ||||||
2 | charges collected under this Act
shall be
deposited into the
| ||||||
3 | Fund.
| ||||||
4 | (d) "Expedited services" means services rendered within | ||||||
5 | the same day, or
within 24
hours from the time, the request | ||||||
6 | therefor is submitted by the filer, law firm,
service company,
| ||||||
7 | or messenger physically in person or, at the Secretary of | ||||||
8 | State's discretion,
by electronic means, to the Department's | ||||||
9 | Springfield Office and
includes
requests for certified copies, | ||||||
10 | photocopies, and certificates of good standing
made to the
| ||||||
11 | Department's Springfield Office in person or by telephone, or | ||||||
12 | requests for
certificates of
good standing made in person or by | ||||||
13 | telephone to the Department's Chicago
Office.
| ||||||
14 | (e) Fees for expedited services shall be as follows:
| ||||||
15 | Restated articles of organization, $200;
| ||||||
16 | Merger or conversion , $200;
| ||||||
17 | Articles of organization, $100;
| ||||||
18 | Articles of amendment, $100;
| ||||||
19 | Reinstatement, $100;
| ||||||
20 | Application for admission to transact business, $100;
| ||||||
21 | Certificate of good standing or abstract of computer | ||||||
22 | record, $20;
| ||||||
23 | All other filings, copies of documents, annual reports, and | ||||||
24 | copies of
documents of
dissolved or revoked limited liability | ||||||
25 | companies, $50.
| ||||||
26 | (Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 9-1-03.)
|
| |||||||
| |||||||
1 | (805 ILCS 180/50-55 new) | ||||||
2 | Sec. 50-55. Disposition of fees. Until July 1, 2021, of the | ||||||
3 | total money collected for the filing of annual reports under | ||||||
4 | this Act, $10 of the filing fee shall be paid into the | ||||||
5 | Department of Business Services Special Operations Fund. The | ||||||
6 | remaining money collected for the filing of annual reports | ||||||
7 | under this Act shall be deposited into the General Revenue Fund | ||||||
8 | in the State Treasury.
| ||||||
9 | (805 ILCS 180/37-15 rep.)
| ||||||
10 | (805 ILCS 180/37-16 rep.) | ||||||
11 | (805 ILCS 180/37-17 rep.) | ||||||
12 | (805 ILCS 180/37-31 rep.) | ||||||
13 | (805 ILCS 180/37-32 rep.) | ||||||
14 | (805 ILCS 180/37-33 rep.) | ||||||
15 | (805 ILCS 180/37-34 rep.) | ||||||
16 | Section 906. The Limited Liability Company Act is amended | ||||||
17 | by repealing Sections 37-15, 37-16, 37-17, 37-31, 37-32, 37-33, | ||||||
18 | and 37-34. | ||||||
19 | Section 907. The Uniform Partnership Act (1997) is amended | ||||||
20 | by changing Section 902 as follows:
| ||||||
21 | (805 ILCS 206/902)
| ||||||
22 | Sec. 902. Conversions and domestications Conversion of |
| |||||||
| |||||||
1 | partnership
to limited partnership . | ||||||
2 | (a) Conversions and domestications are governed by the | ||||||
3 | Entity Omnibus Act A partnership may be converted to a limited | ||||||
4 | partnership pursuant to this
Section .
| ||||||
5 | (b) (Blank). The terms and conditions of a conversion of a | ||||||
6 | partnership to a limited
partnership must be
approved by all of | ||||||
7 | the partners or by a number or percentage specified for
| ||||||
8 | conversion in the
partnership agreement.
| ||||||
9 | (c) (Blank). After the conversion is approved by the | ||||||
10 | partners, the partnership shall
file a certificate of
limited | ||||||
11 | partnership in the jurisdiction in which the limited | ||||||
12 | partnership is to
be formed. The
certificate must include:
| ||||||
13 | (1) a statement that the partnership was converted to a | ||||||
14 | limited
partnership from a
partnership;
| ||||||
15 | (2) its former name; and
| ||||||
16 | (3) a statement of the number of votes cast by the | ||||||
17 | partners for and against the conversion
and, if the vote is | ||||||
18 | less than unanimous, the number or percentage required to | ||||||
19 | approve the
conversion under the partnership agreement.
| ||||||
20 | (d) (Blank). The conversion takes effect when the | ||||||
21 | certificate of limited partnership is filed or at any
later | ||||||
22 | date specified in the certificate.
| ||||||
23 | (e) (Blank). A general partner who becomes a limited | ||||||
24 | partner as a result of the
conversion remains
liable as a | ||||||
25 | general partner for an obligation incurred by the partnership
| ||||||
26 | before the conversion
takes effect. If the other party to a |
| |||||||
| |||||||
1 | transaction with the limited partnership
reasonably believes
| ||||||
2 | when entering the transaction that the limited partner is a | ||||||
3 | general partner,
the limited partner is
liable for an | ||||||
4 | obligation incurred by the limited partnership
within 90 days | ||||||
5 | after the conversion takes effect. The limited partner's
| ||||||
6 | liability for all other
obligations of the limited partnership | ||||||
7 | incurred after the conversion takes
effect is that of a limited
| ||||||
8 | partner as provided in the Uniform Limited Partnership Act | ||||||
9 | (2001).
| ||||||
10 | (Source: P.A. 92-740, eff. 1-1-03; 93-967, eff. 1-1-05.)
| ||||||
11 | (805 ILCS 206/903 rep.)
| ||||||
12 | (805 ILCS 206/904 rep.)
| ||||||
13 | (805 ILCS 206/909 rep.)
| ||||||
14 | Section 908. The Uniform Partnership Act (1997) is amended | ||||||
15 | by repealing Sections 903, 904, and 909. | ||||||
16 | Section 909. The
Uniform Limited Partnership Act (2001) is | ||||||
17 | amended by changing Sections 103, 110, 1101, 1102, 1110, 1111, | ||||||
18 | 1112, 1113, and 1308 as follows: | ||||||
19 | (805 ILCS 215/103)
| ||||||
20 | Sec. 103. Knowledge and notice.
| ||||||
21 | (a) A person knows a fact if the person has actual | ||||||
22 | knowledge of it. | ||||||
23 | (b) A person has notice of a fact if the person: |
| |||||||
| |||||||
1 | (1) knows of it; | ||||||
2 | (2) has received a notification of it; | ||||||
3 | (3) has reason to know it exists from all of the facts | ||||||
4 | known to the person at the time in question; or | ||||||
5 | (4) has notice of it under subsection (c) or (d). | ||||||
6 | (c) A certificate of limited partnership on file in the | ||||||
7 | Office of the Secretary of State is notice that the partnership | ||||||
8 | is a limited partnership and the persons designated in the | ||||||
9 | certificate as general partners are general partners. Except as | ||||||
10 | otherwise provided in subsection (d), the certificate is not | ||||||
11 | notice of any other fact. | ||||||
12 | (d) A person has notice of: | ||||||
13 |
(1) another person's dissociation as a general | ||||||
14 | partner, 90 days after the effective date of an amendment | ||||||
15 | to the certificate of limited partnership which states that | ||||||
16 | the other person has dissociated or 90 days after the | ||||||
17 | effective date of a statement of dissociation pertaining to | ||||||
18 | the other person, whichever occurs first; | ||||||
19 | (2) a limited partnership's dissolution, 90 days after | ||||||
20 | the effective date of an amendment to the certificate of | ||||||
21 | limited partnership stating that the limited partnership | ||||||
22 | is dissolved; | ||||||
23 | (3) a limited partnership's termination, 90 days after | ||||||
24 | the effective date of a statement of termination; | ||||||
25 | (4) a limited partnership's conversion pursuant to the | ||||||
26 | Entity Omnibus Act under Article 11 , 90 days after the |
| |||||||
| |||||||
1 | effective date of the statement articles of conversion; or | ||||||
2 | (4.5) a limited partnership's domestication pursuant | ||||||
3 | to the Entity Omnibus Act, 90 days after the effective date | ||||||
4 | of the statement of domestication; or | ||||||
5 | (5) a merger under Article 11, 90 days after the | ||||||
6 | effective date of the articles of merger. | ||||||
7 | (e) A person notifies or gives a notification to another | ||||||
8 | person by taking steps reasonably required to inform the other | ||||||
9 | person in ordinary course, whether or not the other person | ||||||
10 | learns of it. | ||||||
11 | (f) A person receives a notification when the notification: | ||||||
12 | (1) comes to the person's attention; or | ||||||
13 | (2) is delivered at the person's place of business or | ||||||
14 | at any other place held out by the person as a place for | ||||||
15 | receiving communications. | ||||||
16 | (g) Except as otherwise provided in subsection (h), a | ||||||
17 | person other than an individual knows, has notice, or receives | ||||||
18 | a notification of a fact for purposes of a particular | ||||||
19 | transaction when the individual conducting the transaction for | ||||||
20 | the person knows, has notice, or receives a notification of the | ||||||
21 | fact, or in any event when the fact would have been brought to | ||||||
22 | the individual's attention if the person had exercised | ||||||
23 | reasonable diligence. A person other than an individual | ||||||
24 | exercises reasonable diligence if it maintains reasonable | ||||||
25 | routines for communicating significant information to the | ||||||
26 | individual conducting the transaction for the person and there |
| |||||||
| |||||||
1 | is reasonable compliance with the routines. Reasonable | ||||||
2 | diligence does not require an individual acting for the person | ||||||
3 | to communicate information unless the communication is part of | ||||||
4 | the individual's regular duties or the individual has reason to | ||||||
5 | know of the transaction and that the transaction would be | ||||||
6 | materially affected by the information. | ||||||
7 | (h) A general partner's knowledge, notice, or receipt of a | ||||||
8 | notification of a fact relating to the limited partnership is | ||||||
9 | effective immediately as knowledge of, notice to, or receipt of | ||||||
10 | a notification by the limited partnership, except in the case | ||||||
11 | of a fraud on the limited partnership committed by or with the | ||||||
12 | consent of the general partner. A limited partner's knowledge, | ||||||
13 | notice, or receipt of a notification of a fact relating to the | ||||||
14 | limited partnership is not effective as knowledge of, notice | ||||||
15 | to, or receipt of a notification by the limited partnership.
| ||||||
16 | (Source: P.A. 93-967, eff. 1-1-05.) | ||||||
17 | (805 ILCS 215/110)
| ||||||
18 | Sec. 110. Effect of partnership agreement; nonwaivable | ||||||
19 | provisions. | ||||||
20 | (a) Except as otherwise provided in subsection (b), the | ||||||
21 | partnership agreement governs relations among the partners and | ||||||
22 | between the partners and the partnership. To the extent the | ||||||
23 | partnership agreement does not otherwise provide, this Act | ||||||
24 | governs relations among the partners and between the partners | ||||||
25 | and the partnership. |
| |||||||
| |||||||
1 | (b) A partnership agreement may not: | ||||||
2 | (1) vary a limited partnership's power under Section | ||||||
3 | 105 to sue, be sued, and defend in its own name; | ||||||
4 | (2) vary the law applicable to a limited partnership | ||||||
5 | under Section 106; | ||||||
6 | (3) vary the requirements of Section 204; | ||||||
7 | (4) vary the information required under Section 111 or | ||||||
8 | unreasonably restrict the right to information under | ||||||
9 | Sections 304 or 407, but the partnership agreement may | ||||||
10 | impose reasonable restrictions on the availability and use | ||||||
11 | of information obtained under those Sections and may define | ||||||
12 | appropriate remedies, including liquidated damages, for a | ||||||
13 | breach of any reasonable restriction on use; | ||||||
14 | (5) eliminate or reduce fiduciary duties, but the | ||||||
15 | partnership agreement may: | ||||||
16 | (A) identify specific types or categories of | ||||||
17 | activities that do not violate the duties, if not | ||||||
18 | manifestly unreasonable; and | ||||||
19 | (B) specify the number or percentage of partners | ||||||
20 | which may authorize or ratify, after full disclosure to | ||||||
21 | all partners of all material facts, a specific act or | ||||||
22 | transaction that otherwise would violate these duties; | ||||||
23 | (6) eliminate the obligation of good faith and fair | ||||||
24 | dealing under Sections 305(b) and 408(d), but the | ||||||
25 | partnership agreement may prescribe the standards by which | ||||||
26 | the performance of the obligation is to be measured, if the |
| |||||||
| |||||||
1 | standards are not manifestly unreasonable; | ||||||
2 | (7) vary the power of a person to dissociate as a | ||||||
3 | general partner under Section 604(a) except to require that | ||||||
4 | the notice under Section 603(1) be in a record; | ||||||
5 | (8) vary the power of a court to decree dissolution in | ||||||
6 | the circumstances specified in Section 802; | ||||||
7 | (9) vary the requirement to wind up the partnership's | ||||||
8 | business as specified in Section 803; | ||||||
9 | (10) unreasonably restrict the right to maintain an | ||||||
10 | action under Article 10;
| ||||||
11 | (11) restrict the right of a partner under Section | ||||||
12 | 1110(a) to approve a conversion , domestication, or merger | ||||||
13 | or the right of a general partner under Section 1110(b) to | ||||||
14 | consent to an amendment to the certificate of limited | ||||||
15 | partnership which deletes a statement that the limited | ||||||
16 | partnership is a limited liability limited partnership; or | ||||||
17 | (12) restrict rights under this Act of a person other | ||||||
18 | than a partner or a transferee.
| ||||||
19 | (Source: P.A. 93-967, eff. 1-1-05.) | ||||||
20 | (805 ILCS 215/1101)
| ||||||
21 | Sec. 1101. Definitions. In this Article: | ||||||
22 | (1) "Constituent limited partnership" means a constituent | ||||||
23 | organization that is a limited partnership. | ||||||
24 | (2) "Constituent organization" means an organization that | ||||||
25 | is party to a merger. |
| |||||||
| |||||||
1 | (3) (Blank). "Converted organization" means the | ||||||
2 | organization into which a converting organization converts | ||||||
3 | pursuant to Sections 1102 through 1105. | ||||||
4 | (4) (Blank). "Converting limited partnership" means a | ||||||
5 | converting organization that is a limited partnership. | ||||||
6 | (5) (Blank). " Converting organization" means an | ||||||
7 | organization that converts into another organization pursuant | ||||||
8 | to Section 1102. | ||||||
9 | (6) "General partner" means a general partner of a limited | ||||||
10 | partnership. | ||||||
11 | (7) "Governing statute" of an organization means the | ||||||
12 | statute that governs the organization's internal affairs. | ||||||
13 | (8) "Organization" means a general partnership, including | ||||||
14 | a limited liability partnership; limited partnership, | ||||||
15 | including a limited liability limited partnership; limited | ||||||
16 | liability company; business trust; corporation; or any other | ||||||
17 | person having a governing statute. The term includes domestic | ||||||
18 | and foreign organizations whether or not organized for profit. | ||||||
19 | (9) "Organizational documents" means: | ||||||
20 | (A) for a domestic or foreign general partnership, its | ||||||
21 | partnership agreement; | ||||||
22 | (B) for a limited partnership or foreign limited | ||||||
23 | partnership, its certificate of limited partnership and | ||||||
24 | partnership agreement; | ||||||
25 | (C) for a domestic or foreign limited liability | ||||||
26 | company, its articles of organization and operating |
| |||||||
| |||||||
1 | agreement, or comparable records as provided in its | ||||||
2 | governing statute; | ||||||
3 | (D) for a business trust, its agreement of trust and | ||||||
4 | declaration of trust; | ||||||
5 | (E) for a domestic or foreign corporation for profit, | ||||||
6 | its articles of incorporation, bylaws, and other | ||||||
7 | agreements among its shareholders which are authorized by | ||||||
8 | its governing statute, or comparable records as provided in | ||||||
9 | its governing statute; and | ||||||
10 | (F) for any other organization, the basic records that | ||||||
11 | create the organization and determine its internal | ||||||
12 | governance and the relations among the persons that own it, | ||||||
13 | have an interest in it, or are members of it. | ||||||
14 | (10) "Personal liability" means personal liability for a | ||||||
15 | debt, liability, or other obligation of an organization which | ||||||
16 | is imposed on a person that co-owns, has an interest in, or is | ||||||
17 | a member of the organization: | ||||||
18 | (A) by the organization's governing statute solely by | ||||||
19 | reason of the person co-owning, having an interest in, or | ||||||
20 | being a member of the organization; or | ||||||
21 | (B) by the organization's organizational documents | ||||||
22 | under a provision of the organization's governing statute | ||||||
23 | authorizing those documents to make one or more specified | ||||||
24 | persons liable for all or specified debts, liabilities, and | ||||||
25 | other obligations of the organization solely by reason of | ||||||
26 | the person or persons co-owning, having an interest in, or |
| |||||||
| |||||||
1 | being a member of the organization. | ||||||
2 | (11) "Surviving organization" means an organization into | ||||||
3 | which one or more other organizations are merged. A surviving | ||||||
4 | organization may preexist the merger or be created by the | ||||||
5 | merger.
| ||||||
6 | (Source: P.A. 93-967, eff. 1-1-05.) | ||||||
7 | (805 ILCS 215/1102)
| ||||||
8 | Sec. 1102. Conversions and domestications Conversion . | ||||||
9 | (a) Conversions and domestications are governed by the | ||||||
10 | Entity Omnibus Act. An organization other than a limited | ||||||
11 | partnership may convert to a limited partnership, and a limited | ||||||
12 | partnership may convert to another organization pursuant to | ||||||
13 | this Section and Sections 1103 through 1105 and a plan of | ||||||
14 | conversion, if: | ||||||
15 | (1) the other organization's governing statute | ||||||
16 | authorizes the conversion; | ||||||
17 | (2) the conversion is not prohibited by the law of the | ||||||
18 | jurisdiction that enacted the governing statute; and | ||||||
19 | (3) the other organization complies with its governing | ||||||
20 | statute in effecting the conversion. | ||||||
21 | (b) (Blank). A plan of conversion must be in a record and | ||||||
22 | must include: | ||||||
23 | (1) the name and form of the organization before | ||||||
24 | conversion; | ||||||
25 | (2) the name and form of the organization after |
| |||||||
| |||||||
1 | conversion; and | ||||||
2 | (3) the terms and conditions of the conversion, | ||||||
3 | including the manner and basis for converting interests in | ||||||
4 | the converting organization into any combination of money, | ||||||
5 | interests in the converted organization, and other | ||||||
6 | consideration; and | ||||||
7 | (4) the organizational documents of the converted | ||||||
8 | organization.
| ||||||
9 | (Source: P.A. 93-967, eff. 1-1-05.) | ||||||
10 | (805 ILCS 215/1110)
| ||||||
11 | Sec. 1110. Restrictions on approval of conversions and | ||||||
12 | mergers and on relinquishing LLLP status. | ||||||
13 | (a) If a partner of a converting or constituent limited | ||||||
14 | partnership will have personal liability with respect to a | ||||||
15 | converted or surviving organization, approval and amendment of | ||||||
16 | a plan of conversion or merger are ineffective without the | ||||||
17 | consent of the partner, unless: | ||||||
18 | (1) the limited partnership's partnership agreement | ||||||
19 | provides for the approval of the conversion or merger with | ||||||
20 | the consent of fewer than all the partners; and | ||||||
21 | (2) the partner has consented to the provision of the | ||||||
22 | partnership agreement. | ||||||
23 | (b) An amendment to a certificate of limited partnership | ||||||
24 | which deletes a statement that the limited partnership is a | ||||||
25 | limited liability limited partnership is ineffective without |
| |||||||
| |||||||
1 | the consent of each general partner unless: | ||||||
2 | (1) the limited partnership's partnership agreement | ||||||
3 | provides for the amendment with the consent of less than | ||||||
4 | all the general partners; and | ||||||
5 | (2) each general partner that does not consent to the | ||||||
6 | amendment has consented to the provision of the partnership | ||||||
7 | agreement. | ||||||
8 | (c) A partner does not give the consent required by | ||||||
9 | subsection (a) or (b) merely by consenting to a provision of | ||||||
10 | the partnership agreement which permits the partnership | ||||||
11 | agreement to be amended with the consent of fewer than all the | ||||||
12 | partners.
| ||||||
13 | (Source: P.A. 93-967, eff. 1-1-05.) | ||||||
14 | (805 ILCS 215/1111)
| ||||||
15 | Sec. 1111. Liability of general partner after conversion or | ||||||
16 | merger. | ||||||
17 | (a) A conversion or merger under this Article does not | ||||||
18 | discharge any liability under Sections 404 and 607 of a person | ||||||
19 | that was a general partner in or dissociated as a general | ||||||
20 | partner from a converting or constituent limited partnership, | ||||||
21 | but: | ||||||
22 | (1) the provisions of this Act pertaining to the | ||||||
23 | collection or discharge of the liability continue to apply | ||||||
24 | to the liability; | ||||||
25 | (2) for the purposes of applying those provisions, the |
| |||||||
| |||||||
1 | converted or surviving organization is deemed to be the | ||||||
2 | converting or constituent limited partnership; and | ||||||
3 | (3) if a person is required to pay any amount under | ||||||
4 | this subsection: | ||||||
5 | (A) the person has a right of contribution from | ||||||
6 | each other person that was liable as a general partner | ||||||
7 | under Section 404 when the obligation was incurred and | ||||||
8 | has not been released from the obligation under Section | ||||||
9 | 607; and | ||||||
10 | (B) the contribution due from each of those persons | ||||||
11 | is in proportion to the right to receive distributions | ||||||
12 | in the capacity of general partner in effect for each | ||||||
13 | of those persons when the obligation was incurred. | ||||||
14 | (b) In addition to any other liability provided by law: | ||||||
15 | (1) a person that immediately before a conversion or | ||||||
16 | merger became effective was a general partner in a | ||||||
17 | converting or constituent limited partnership that was not | ||||||
18 | a limited liability limited partnership is personally | ||||||
19 | liable for each obligation of the converted or surviving | ||||||
20 | organization arising from a transaction with a third party | ||||||
21 | after the conversion or merger becomes effective, if, at | ||||||
22 | the time the third party enters into the transaction, the | ||||||
23 | third party: | ||||||
24 | (A) does not have notice of the conversion or | ||||||
25 | merger; and | ||||||
26 | (B) reasonably believes that: |
| |||||||
| |||||||
1 | (i) the converted or surviving business is the | ||||||
2 | converting or constituent limited partnership; | ||||||
3 | (ii) the converting or constituent limited | ||||||
4 | partnership is not a limited liability limited | ||||||
5 | partnership; and | ||||||
6 | (iii) the person is a general partner in the | ||||||
7 | converting or constituent limited partnership; and | ||||||
8 | (2) a person that was dissociated as a general partner | ||||||
9 | from a converting or constituent limited partnership | ||||||
10 | before the conversion or merger became effective is | ||||||
11 | personally liable for each obligation of the converted or | ||||||
12 | surviving organization arising from a transaction with a | ||||||
13 | third party after the conversion or merger becomes | ||||||
14 | effective, if: | ||||||
15 | (A) immediately before the conversion or merger | ||||||
16 | became effective the converting or surviving limited | ||||||
17 | partnership was not a limited liability limited | ||||||
18 | partnership; and | ||||||
19 | (B) at the time the third party enters into the | ||||||
20 | transaction less than 2 two years have passed since the | ||||||
21 | person dissociated as a general partner and the third | ||||||
22 | party: | ||||||
23 | (i) does not have notice of the dissociation; | ||||||
24 | (ii) does not have notice of the conversion or | ||||||
25 | merger; and
| ||||||
26 | (iii) reasonably believes that the converted |
| |||||||
| |||||||
1 | or surviving organization is the converting or | ||||||
2 | constituent limited partnership, the converting or | ||||||
3 | constituent limited partnership is not a limited | ||||||
4 | liability limited partnership, and the person is a | ||||||
5 | general partner in the converting or constituent | ||||||
6 | limited partnership.
| ||||||
7 | (Source: P.A. 93-967, eff. 1-1-05.) | ||||||
8 | (805 ILCS 215/1112)
| ||||||
9 | Sec. 1112. Power of general partners and persons | ||||||
10 | dissociated as general partners to bind organization after | ||||||
11 | conversion or merger. | ||||||
12 | (a) An act of a person that immediately before a conversion | ||||||
13 | or merger became effective was a general partner in a | ||||||
14 | converting or constituent limited partnership binds the | ||||||
15 | converted or surviving organization after the conversion or | ||||||
16 | merger becomes effective, if: | ||||||
17 | (1) before the conversion or merger became effective, | ||||||
18 | the act would have bound the converting or constituent | ||||||
19 | limited partnership under Section 402; and | ||||||
20 | (2) at the time the third party enters into the | ||||||
21 | transaction, the third party: | ||||||
22 | (A) does not have notice of the conversion or | ||||||
23 | merger; and | ||||||
24 | (B) reasonably believes that the converted or | ||||||
25 | surviving business is the converting or constituent |
| |||||||
| |||||||
1 | limited partnership and that the person is a general | ||||||
2 | partner in the converting or constituent limited | ||||||
3 | partnership. | ||||||
4 | (b) An act of a person that before a conversion or merger | ||||||
5 | became effective was dissociated as a general partner from a | ||||||
6 | converting or constituent limited partnership binds the | ||||||
7 | converted or surviving organization after the conversion or | ||||||
8 | merger becomes effective, if: | ||||||
9 | (1) before the conversion or merger became effective, | ||||||
10 | the act would have bound the converting or constituent | ||||||
11 | limited partnership under Section 402 if the person had | ||||||
12 | been a general partner; and | ||||||
13 | (2) at the time the third party enters into the | ||||||
14 | transaction, less than 2 two years have passed since the | ||||||
15 | person dissociated as a general partner and the third | ||||||
16 | party: | ||||||
17 | (A) does not have notice of the dissociation; | ||||||
18 | (B) does not have notice of the conversion or | ||||||
19 | merger; and | ||||||
20 | (C) reasonably believes that the converted or | ||||||
21 | surviving organization is the converting or | ||||||
22 | constituent limited partnership and that the person is | ||||||
23 | a general partner in the converting or constituent | ||||||
24 | limited partnership. | ||||||
25 | (c) If a person having knowledge of the conversion or | ||||||
26 | merger causes a converted or surviving organization to incur an |
| |||||||
| |||||||
1 | obligation under subsection (a) or (b), the person is liable: | ||||||
2 | (1) to the converted or surviving organization for any | ||||||
3 | damage caused to the organization arising from the | ||||||
4 | obligation; and | ||||||
5 | (2) if another person is liable for the obligation, to | ||||||
6 | that other person for any damage caused to that other | ||||||
7 | person arising from the liability.
| ||||||
8 | (Source: P.A. 93-967, eff. 1-1-05.) | ||||||
9 | (805 ILCS 215/1113)
| ||||||
10 | Sec. 1113. Article not exclusive. This Article does not | ||||||
11 | preclude an entity from being converted , domesticated, or | ||||||
12 | merged under other law.
| ||||||
13 | (Source: P.A. 93-967, eff. 1-1-05.) | ||||||
14 | (805 ILCS 215/1308)
| ||||||
15 | Sec. 1308. Department of Business Services Special | ||||||
16 | Operations Fund. | ||||||
17 | (a) A special fund in the State Treasury is created and | ||||||
18 | shall be known as the Department of Business Services Special | ||||||
19 | Operations Fund. Moneys deposited into the Fund shall, subject | ||||||
20 | to appropriation, be used by the Department of Business | ||||||
21 | Services of the Office of the Secretary of State, hereinafter | ||||||
22 | "Department", to create and maintain the capability to perform | ||||||
23 | expedited services in response to special requests made by the | ||||||
24 | public for same day or 24 hour service. Moneys deposited into |
| |||||||
| |||||||
1 | the Fund shall be used for, but not limited to, expenditures | ||||||
2 | for personal services, retirement, Social Security, | ||||||
3 | contractual services, equipment, electronic data processing, | ||||||
4 | and telecommunications. | ||||||
5 | (b) The balance in the Fund at the end of any fiscal year | ||||||
6 | shall not exceed $600,000 and any amount in excess thereof | ||||||
7 | shall be transferred to the General Revenue Fund. | ||||||
8 | (c) All fees payable to the Secretary of State under this | ||||||
9 | Section shall be deposited into the Fund. No other fees or | ||||||
10 | charges collected under this Act shall be deposited into the | ||||||
11 | Fund. | ||||||
12 | (d) "Expedited services" means services rendered within | ||||||
13 | the same day, or within 24 hours from the time the request | ||||||
14 | therefor is submitted by the filer, law firm, service company, | ||||||
15 | or messenger physically in person or, at the Secretary of | ||||||
16 | State's discretion, by electronic means, to the Department's | ||||||
17 | Springfield Office or Chicago Office and includes requests for | ||||||
18 | certified copies, photocopies, and certificates of existence | ||||||
19 | or abstracts of computer record made to the Department's | ||||||
20 | Springfield Office in person or by telephone, or requests for | ||||||
21 | certificates of existence or abstracts of computer record made | ||||||
22 | in person or by telephone to the Department's Chicago Office. | ||||||
23 | (e) Fees for expedited services shall be as follows: | ||||||
24 | Merger or conversion, $200; | ||||||
25 | Certificate of limited partnership, $100; | ||||||
26 | Certificate of amendment, $100; |
| |||||||
| |||||||
1 | Reinstatement, $100; | ||||||
2 | Application for admission to transact business, $100; | ||||||
3 | Certificate of existence or abstract of computer | ||||||
4 | record, $20; | ||||||
5 | All other filings, copies of documents, annual renewal | ||||||
6 | reports, and copies of documents of canceled limited | ||||||
7 | partnerships, $50.
| ||||||
8 | (Source: P.A. 97-839, eff. 7-20-12; 98-463, eff. 8-16-13.) | ||||||
9 | (805 ILCS 215/1103 rep.) | ||||||
10 | (805 ILCS 215/1104 rep.) | ||||||
11 | (805 ILCS 215/1105 rep.) | ||||||
12 | Section 910 The
Uniform Limited Partnership Act (2001) is | ||||||
13 | amended by repealing Sections 1103, 1104, and 1105. | ||||||
14 | Section 995. No acceleration or delay. Where this Act makes | ||||||
15 | changes in a statute that is represented in this Act by text | ||||||
16 | that is not yet or no longer in effect (for example, a Section | ||||||
17 | represented by multiple versions), the use of that text does | ||||||
18 | not accelerate or delay the taking effect of (i) the changes | ||||||
19 | made by this Act or (ii) provisions derived from any other | ||||||
20 | Public Act. | ||||||
21 | Section 999. Effective date. This Act takes effect July 1, | ||||||
22 | 2018. |