Full Text of SB0368 95th General Assembly
SB0368eng 95TH GENERAL ASSEMBLY
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| AN ACT concerning business.
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| Be it enacted by the People of the State of Illinois,
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| represented in the General Assembly:
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| Section 5. The Business Corporation Act of 1983 is amended | 5 |
| by changing Section 1.80 and by adding Section 1.11 as follows: | 6 |
| (805 ILCS 5/1.11 new) | 7 |
| Sec. 1.11. Electronic filing. Documents or reports | 8 |
| transmitted for filing electronically must include the name of | 9 |
| the person making the submission. The inclusion shall | 10 |
| constitute the affirmation or acknowledgment of the person, | 11 |
| under penalties of perjury, that the instrument is his or her | 12 |
| act and deed or the act and deed of the corporation, as the | 13 |
| case may be, and that the facts stated therein are true. | 14 |
| Compliance with this Section shall satisfy the signature | 15 |
| provisions of Section 1.10 of this Act, which shall otherwise | 16 |
| apply.
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| (805 ILCS 5/1.80) (from Ch. 32, par. 1.80)
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| Sec. 1.80. Definitions. As used in this Act, unless the | 19 |
| context
otherwise requires, the words and phrases defined in | 20 |
| this Section shall
have the meanings set forth herein.
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| (a) "Corporation" or "domestic corporation" means a | 22 |
| corporation
subject to the provisions of this Act, except a |
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| foreign corporation.
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| (b) "Foreign corporation" means a corporation for profit | 3 |
| organized under
laws other than the laws of this State, but | 4 |
| shall not include a banking
corporation organized under the | 5 |
| laws of another state or of the United States,
a foreign
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| banking corporation organized under the laws of a country other | 7 |
| than the
United States and holding a certificate of authority | 8 |
| from the Commissioner
of Banks and Real Estate issued pursuant | 9 |
| to the Foreign
Banking Office Act, or a banking corporation | 10 |
| holding a license from the
Commissioner of Banks and Real | 11 |
| Estate issued pursuant to the Foreign Bank
Representative | 12 |
| Office Act.
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| (c) "Articles of incorporation" means the original | 14 |
| articles of
incorporation, including the articles of | 15 |
| incorporation of a new corporation
set forth in the articles of | 16 |
| consolidation, and all amendments thereto,
whether evidenced | 17 |
| by articles of amendment, articles of merger, articles
of | 18 |
| exchange, statement of correction affecting articles, | 19 |
| resolution
establishing series of shares or a statement of | 20 |
| cancellation under Section
9.05. Restated articles of | 21 |
| incorporation shall supersede the original
articles of | 22 |
| incorporation and all amendments thereto prior to the effective
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| date of filing the articles of amendment incorporating the | 24 |
| restated
articles of incorporation.
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| (d) "Subscriber" means one who subscribes for shares in a
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| corporation, whether before or after incorporation.
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| (e) "Incorporator" means one of the signers of
the original | 2 |
| articles of incorporation.
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| (f) "Shares" means the units into which the proprietary | 4 |
| interests in
a corporation are divided.
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| (g) "Shareholder" means one who is a holder of record of | 6 |
| shares in a
corporation.
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| (h) "Certificate" representing shares means a written | 8 |
| instrument executed
by the proper corporate officers, as | 9 |
| required by Section 6.35 of this Act,
evidencing the fact that | 10 |
| the person therein named is the holder of record
of the share | 11 |
| or shares therein described. If the corporation is authorized
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| to issue uncertificated shares in accordance with Section 6.35 | 13 |
| of this Act,
any reference in this Act to shares represented by | 14 |
| a certificate shall also
refer to uncertificated shares and any | 15 |
| reference to a certificate representing
shares shall also refer | 16 |
| to the written notice in lieu of a certificate provided
for in | 17 |
| Section 6.35.
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| (i) "Authorized shares" means the aggregate number of | 19 |
| shares
of all classes which the corporation is authorized to | 20 |
| issue.
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| (j) "Paid-in capital" means the sum of the cash and other | 22 |
| consideration
received, less expenses, including commissions, | 23 |
| paid or incurred by the
corporation, in connection with the | 24 |
| issuance of shares, plus any cash and
other consideration | 25 |
| contributed to the corporation by or on behalf of its
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| shareholders, plus amounts added or transferred to paid-in |
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| capital by
action of the board of directors or shareholders | 2 |
| pursuant to a share
dividend, share split, or otherwise, minus | 3 |
| reductions as provided elsewhere
in this Act. Irrespective of | 4 |
| the manner of
designation thereof by the laws under which a | 5 |
| foreign corporation is or may be
organized, paid-in capital of | 6 |
| a foreign corporation shall be determined on the
same basis and | 7 |
| in the same manner as paid-in capital of a domestic | 8 |
| corporation,
for the purpose of computing license fees, | 9 |
| franchise taxes and other charges
imposed by this Act.
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| (k) "Net assets", for the purpose of determining the right | 11 |
| of a corporation
to purchase its own shares and of determining | 12 |
| the right of a corporation
to declare and pay dividends and | 13 |
| make other distributions to shareholders
is equal to the | 14 |
| difference between the assets of the corporation and the
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| liabilities of the corporation.
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| (l) "Registered office" means that office maintained by the | 17 |
| corporation
in this State, the address of which is on file in | 18 |
| the office of
the Secretary of State, at which any process, | 19 |
| notice or demand required
or permitted by law may be served | 20 |
| upon the registered agent of the corporation.
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| (m) "Insolvent" means that a corporation is unable to pay | 22 |
| its debts
as they become due in the usual course of its | 23 |
| business.
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| (n) "Anniversary" means that day each year exactly one or | 25 |
| more years after:
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| (1) the date of filing the articles of
incorporation |
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| prescribed by Section
2.10 of this Act, in the case of a | 2 |
| domestic corporation;
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| (2) the date of filing the application for
authority | 4 |
| prescribed by Section 13.15
of this Act, in the case of a | 5 |
| foreign corporation; or
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| (3) the date of filing the articles of
consolidation | 7 |
| prescribed by Section
11.25 of this Act in the case of a | 8 |
| consolidation, unless the plan of
consolidation provides | 9 |
| for a delayed effective date, pursuant to Section 11.40.
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| (o) "Anniversary month" means the month in which the | 11 |
| anniversary of the
corporation occurs.
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| (p) "Extended filing month" means the month (if any) which | 13 |
| shall have
been established in lieu of the corporation's | 14 |
| anniversary month in
accordance with Section 14.01.
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| (q) "Taxable year" means that 12 month period commencing | 16 |
| with the first
day of the anniversary month of a corporation | 17 |
| through the last day of the
month immediately preceding the | 18 |
| next occurrence of the anniversary
month of the corporation, | 19 |
| except that in the case of a
corporation that has established | 20 |
| an extended filing month "taxable year"
means that 12 month | 21 |
| period commencing with the first day of the extended
filing | 22 |
| month through the last day of the month immediately preceding
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| the next occurrence of the
extended filing month.
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| (r) "Fiscal year" means the 12 month period with respect to | 25 |
| which a
corporation ordinarily files its federal income tax | 26 |
| return.
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| (s) "Close corporation" means a corporation organized | 2 |
| under or electing
to be subject to Article 2A of this Act, the | 3 |
| articles of incorporation of
which contain the provisions | 4 |
| required by Section 2.10, and either the
corporation's articles | 5 |
| of incorporation or an agreement entered into by all
of its | 6 |
| shareholders provide that all of the issued shares of each | 7 |
| class
shall be subject to one or more of the restrictions on | 8 |
| transfer set forth
in Section 6.55 of this Act.
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| (t) "Common shares" means shares which have no preference | 10 |
| over any other
shares with respect to distribution of assets on | 11 |
| liquidation or with respect
to payment of dividends.
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| (u) "Delivered", for the purpose of determining if any | 13 |
| notice required
by this Act is effective, means:
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| (1) transferred or presented to someone in person; or
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| (2) deposited in the United States Mail addressed to | 16 |
| the person at his,
her or its address as it appears on the | 17 |
| records of the corporation, with
sufficient first-class | 18 |
| postage prepaid thereon.
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| (v) "Property" means gross assets including, without | 20 |
| limitation, all
real, personal, tangible, and intangible | 21 |
| property.
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| (w) "Taxable period" means that 12-month period commencing | 23 |
| with the
first day of the second month preceding the | 24 |
| corporation's anniversary month
in the preceding year and prior | 25 |
| to the first day of the second month
immediately preceding its | 26 |
| anniversary month in the current year, except
that, in the case |
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| of a corporation that has established an extended filing
month, | 2 |
| "taxable period" means that 12-month period ending with the | 3 |
| last day
of its fiscal year immediately preceding the extended | 4 |
| filing month.
In the case of a newly formed domestic | 5 |
| corporation or a newly registered
foreign corporation that had | 6 |
| not commenced transacting business in this State
prior to | 7 |
| obtaining authority, "taxable period" means that
period | 8 |
| commencing with the filing of the articles of incorporation or, | 9 |
| in
the case of a foreign corporation, of filing of the | 10 |
| application for authority, and prior
to the first day of the | 11 |
| second month immediately preceding its anniversary
month
in the | 12 |
| next succeeding year.
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| (x) "Treasury shares" mean (1) shares of a corporation that | 14 |
| have been
issued, have been subsequently acquired by and belong | 15 |
| to the corporation, and
have not been cancelled or restored to | 16 |
| the status of authorized but unissued
shares and (2) shares (i) | 17 |
| declared and paid as a share dividend on the shares
referred to | 18 |
| in clause (1) or this clause (2), or (ii) issued in a share | 19 |
| split
of the shares referred to in clause (1) or this clause | 20 |
| (2). Treasury shares
shall be deemed to be "issued" shares but | 21 |
| not "outstanding" shares. Treasury
shares may not be voted, | 22 |
| directly or indirectly, at any meeting or otherwise.
Shares | 23 |
| converted into or exchanged for other shares of the corporation | 24 |
| shall
not be deemed to be treasury shares.
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| (y) "Gross amount of business" means gross receipts, from | 26 |
| whatever source derived.
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| (Source: P.A. 92-33, eff. 7-1-01.)
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| Section 10. The Professional Service Corporation Act is | 3 |
| amended by changing Section 5 as follows:
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| (805 ILCS 10/5) (from Ch. 32, par. 415-5)
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| Sec. 5. A professional corporation organized under this Act | 6 |
| may consolidate or
merge only with another domestic | 7 |
| professional corporation organized under
this Act to render the | 8 |
| same specific professional service or related
professional | 9 |
| services or with a domestic limited liability company organized | 10 |
| under the Limited Liability Company Act to render the same | 11 |
| specific professional service or related professional services
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| and a merger or consolidation with any foreign
corporation or | 13 |
| foreign limited liability company is prohibited. A | 14 |
| professional association organized under the
"Act to Authorize | 15 |
| Professional Associations", approved August 9, 1961, as
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| amended, may merge with a professional corporation formed under | 17 |
| this Act by
complying with Section 4 of this Act.
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| (Source: P.A. 78-783.)
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| Section 15. The General Not For Profit Corporation Act of | 20 |
| 1986 is amended by changing Section 108.05 and by adding | 21 |
| Section 101.11 as follows: | 22 |
| (805 ILCS 105/101.11 new) |
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| Sec. 101.11. Electronic filing. Documents or reports | 2 |
| submitted for filing electronically must include the name of | 3 |
| the person making the submission. The inclusion shall | 4 |
| constitute the affirmation or acknowledgement of the person, | 5 |
| under penalties of perjury, that the instrument is his or her | 6 |
| act and deed or the act and deed of the corporation, as the | 7 |
| case may be, and that the facts stated therein are true. | 8 |
| Compliance with this Section shall satisfy the signature | 9 |
| provisions of Section 101.10 of this Act, which shall otherwise | 10 |
| apply.
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| (805 ILCS 105/108.05) (from Ch. 32, par. 108.05)
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| Sec. 108.05. Board of directors.
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| (a) Each corporation shall have a board of directors, and | 14 |
| except as
provided in articles of incorporation or the bylaws , | 15 |
| the affairs of the
corporation shall be managed by or under the | 16 |
| direction of the board of
directors.
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| (b) The articles of incorporation or bylaws may prescribe | 18 |
| qualifications
for directors. A director need not be a resident | 19 |
| of this State or a member
of the corporation unless the | 20 |
| articles of incorporation or bylaws so
prescribe. The articles | 21 |
| of incorporation or the bylaws may prescribe other
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| qualifications for directors.
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| (c) Unless otherwise provided in the articles of | 24 |
| incorporation or
bylaws, the board of directors, by the | 25 |
| affirmative vote of a majority of
the directors then in office, |
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| shall have authority to establish reasonable
compensation of | 2 |
| all directors for services to the corporation as directors,
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| officers or otherwise, notwithstanding the provisions of | 4 |
| Section 108.60 of
this Act.
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| (d) No director may act by proxy on any matter.
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| (Source: P.A. 87-854.)
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| Section 20. The Limited Liability Company Act is amended by | 8 |
| changing Sections 5-25, 5-47, and 37-40 and by adding Section | 9 |
| 5-46 as follows:
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| (805 ILCS 180/5-25)
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| Sec. 5-25. Articles of amendment. The articles of amendment | 12 |
| shall be executed and
filed in duplicate and shall set forth | 13 |
| the following:
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| (1) The name of the limited liability company.
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| (2) The text of each amendment adopted.
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| (3) A statement that the amendment was approved as required | 17 |
| by the operating agreement or this Act, as applicable.
When the | 18 |
| amendment was adopted by the managers:
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| (A) a statement that the amendment was approved by not | 20 |
| less than the
minimum number of managers necessary to | 21 |
| approve the amendment; and
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| (B) a statement that member action was not required.
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| (4) (Blank.)
When the amendment was adopted by the
members,
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| a statement that the amendment was approved by not less than |
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| the minimum
number of members necessary to approve the | 2 |
| amendment.
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| (5) The date on which the amendment is to become effective, | 4 |
| if the
amendment is to become effective after
the date on which | 5 |
| the articles of amendment are filed. The date shall not exceed | 6 |
| 30 days after the date of filing by the Secretary of State.
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| (Source: P.A. 90-424, eff. 1-1-98.)
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| (805 ILCS 180/5-46 new) | 9 |
| Sec. 5-46. Electronic filing. Documents or reports | 10 |
| transmitted for filing electronically must include the name of | 11 |
| the person making the submission. The inclusion shall | 12 |
| constitute the affirmation or acknowledgement of the person, | 13 |
| under penalties of perjury, that the instrument is his or her | 14 |
| act and deed or the act and deed of the limited liability | 15 |
| company, as the case may be, and that the facts stated therein | 16 |
| are true. Compliance with this Section shall satisfy the | 17 |
| signature provisions of Section 5-45 of this Act, which shall | 18 |
| otherwise apply.
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| (805 ILCS 180/5-47)
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| Sec. 5-47. Statement of correction.
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| (a) Whenever any instrument authorized to be filed with the | 22 |
| Secretary of
State under any provision of this Act has been so | 23 |
| filed and, as of the date of
the action therein referred to, | 24 |
| contains any misstatement of fact,
typographical error, error |
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| of transcription, or any other error or defect or was
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| defectively or erroneously executed, such instrument may be | 3 |
| corrected by
filing, in accordance with Section 5-45 of this | 4 |
| Act, a statement of correction.
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| (b) A statement of correction shall set forth the | 6 |
| following :
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| (1) The name of the limited liability company and the | 8 |
| state or country
under the laws of which it is organized.
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| (2) The title of the instrument being corrected and the | 10 |
| date it was filed by
with the Secretary of State.
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| (3) The inaccuracy, error, or defect to be corrected | 12 |
| and the portion of
the instrument in corrected form.
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| (c) A statement of correction shall be executed in the same | 14 |
| manner in which
the instrument being corrected was required to | 15 |
| be executed.
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| (d) The corrected instrument shall be effective as of the | 17 |
| date the original
instrument was filed.
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| (e) A statement of correction shall not do any of the | 19 |
| following :
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| (1) Effect any change or amendment of articles which | 21 |
| would not in all
respects have complied with the | 22 |
| requirements of this Act at the time of filing
the | 23 |
| instrument being corrected.
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| (2) Take the place of any document, statement, or | 25 |
| report otherwise
required to be filed by this Act.
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| (3) Affect any right or liability accrued or incurred |
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| before such filing,
except that any right or liability | 2 |
| accrued or incurred by reason of the error
or defect being | 3 |
| corrected shall be extinguished by such filing if the | 4 |
| person
having such right has not detrimentally relied on | 5 |
| the original instrument.
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| (4) Alter the provisions of the articles of | 7 |
| organization with respect to
the limited liability company | 8 |
| name ,
or purpose , ability to establish series, or
and the | 9 |
| names and addresses of
the organizers, initial manager or | 10 |
| managers, and initial member or members.
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| (5) Alter the provisions of the application for | 12 |
| admission to transact
business as a foreign limited | 13 |
| liability company with respect to the limited
liability | 14 |
| name or ability to establish series .
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| (6) Alter the provisions of the application to adopt or | 16 |
| change an assumed
limited liability company name with | 17 |
| respect to the assumed limited liability
company name.
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| (7) Alter the wording of any resolution as filed in any | 19 |
| document with the
Secretary of State and which was in fact | 20 |
| adopted by the members or managers.
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| (Source: P.A. 93-59, eff. 7-1-03.)
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| (805 ILCS 180/37-40) | 23 |
| Sec. 37-40. Series of members, managers or limited | 24 |
| liability company interests. | 25 |
| (a) An operating agreement may establish or provide for the |
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| establishment of designated series of members, managers or | 2 |
| limited liability company interests having separate rights, | 3 |
| powers or duties with respect to specified property or | 4 |
| obligations of the limited liability company or profits and | 5 |
| losses associated with specified property or obligations, and | 6 |
| to the extent provided in the operating agreement, any such | 7 |
| series may have a separate business purpose or investment | 8 |
| objective.
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| (b) Notwithstanding anything to the contrary set forth in | 10 |
| this Section or under other applicable law, in the event that | 11 |
| an operating agreement creates one or more series, and if | 12 |
| separate and distinct records are maintained for any such | 13 |
| series and the assets associated with any such series are held | 14 |
| (directly or indirectly, including through a nominee or | 15 |
| otherwise) and accounted for separately from the other assets | 16 |
| of the limited liability company, or any other series thereof, | 17 |
| and if the operating agreement so provides, and notice of the | 18 |
| limitation on liabilities of a series as referenced in this | 19 |
| subsection is set forth in the articles of organization of the | 20 |
| limited liability company and if the limited liability company | 21 |
| has filed a certificate of designation for each series which is | 22 |
| to have limited liability under this Section, then the debts, | 23 |
| liabilities and obligations incurred, contracted for or | 24 |
| otherwise existing with respect to a particular series shall be | 25 |
| enforceable against the assets of such series only, and not | 26 |
| against the assets of the limited liability company generally |
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| or any other series thereof, and unless otherwise provided in | 2 |
| the operating agreement, none of the debts, liabilities, | 3 |
| obligations and expenses incurred, contracted for or otherwise | 4 |
| existing with respect to the limited liability company | 5 |
| generally or any other series thereof shall be enforceable | 6 |
| against the assets of such series. The fact that the articles | 7 |
| of organization contain the foregoing notice of the limitation | 8 |
| on liabilities of a series and a certificate of designation for | 9 |
| a series is on file in the Office of the Secretary of State | 10 |
| shall constitute notice of such limitation on liabilities of a | 11 |
| series. A series with limited liability shall be treated as a | 12 |
| separate entity to the extent set forth in the articles of | 13 |
| organization. Each series with limited liability may, in its | 14 |
| own name, contract, hold title to assets, grant security | 15 |
| interests, sue and be sued and otherwise conduct business and | 16 |
| exercise the powers of a limited liability company under this | 17 |
| Act. The limited liability company and any of its series may | 18 |
| elect to consolidate their operations as a single taxpayer to | 19 |
| the extent permitted under applicable law, elect to work | 20 |
| cooperatively, elect to contract jointly or elect to be treated | 21 |
| as a single business for purposes of qualification to do | 22 |
| business in this or any other state. Such elections shall not | 23 |
| affect the limitation of liability set forth in this Section | 24 |
| except to the extent that the series have specifically accepted | 25 |
| joint liability by contract.
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| (c) Except in the case of a foreign limited liability |
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| company that has adopted an assumed name pursuant to Section | 2 |
| 45-15, the
The name of the series with limited liability must | 3 |
| contain the entire name of the limited liability company and be | 4 |
| distinguishable from the names of the other series set forth in | 5 |
| the articles of organization.
In the case of a foreign limited | 6 |
| liability company that has adopted an assumed name pursuant to | 7 |
| Section 45-15, the name of the series with limited liability | 8 |
| must contain the entire name under which the foreign limited | 9 |
| liability company has been admitted to transact business in | 10 |
| this State.
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| (d) Upon the filing of the certificate of designation with | 12 |
| the Secretary of State setting forth the name of each series | 13 |
| with limited liability, the series' existence shall begin, and | 14 |
| each of the duplicate copies stamped "Filed" and marked with | 15 |
| the filing date shall be conclusive evidence, except as against | 16 |
| the State, that all conditions precedent required to be | 17 |
| performed have been complied with and that the series has been | 18 |
| or shall be , on a later date if so specified in the articles of | 19 |
| organization or certificate of designation, legally organized | 20 |
| and formed under this Act. If different from the limited | 21 |
| liability company, the certificate of designation for each | 22 |
| series shall list the names of the members if the series is | 23 |
| member managed or the names of the managers if the series is | 24 |
| manager managed. The name of a series with limited liability | 25 |
| under subsection (b) of this Section may be changed by filing | 26 |
| with the Secretary of State a certificate of designation |
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| identifying the series whose name is being changed and the new | 2 |
| name of such series. If not the same as the limited liability | 3 |
| company, the names of the members of a member managed series or | 4 |
| of the managers of a manager managed series may be changed by | 5 |
| filing a new certificate of designation with the Secretary of | 6 |
| State. A series with limited liability under subsection (b) of | 7 |
| this Section may be dissolved by filing with the Secretary of | 8 |
| State a certificate of designation identifying the series being | 9 |
| dissolved or by the dissolution of the limited liability | 10 |
| company as provided in subsection (m) of this Section. | 11 |
| Certificates of designation may be executed
filed by the | 12 |
| limited liability company or any manager, person or entity | 13 |
| designated in the operating agreement for the limited liability | 14 |
| company.
| 15 |
| (e) A series of a limited liability company will be deemed | 16 |
| to be in good standing as long as the limited liability company | 17 |
| is in good standing.
| 18 |
| (f) The registered agent and registered office for the | 19 |
| limited liability company in Illinois shall serve as the agent | 20 |
| and office for service of process in Illinois for each series.
| 21 |
| (g) An operating agreement may provide for classes or | 22 |
| groups of members or managers associated with a series having | 23 |
| such relative rights, powers and duties as the operating | 24 |
| agreement may provide, and may make provision for the future | 25 |
| creation of additional classes or groups of members or managers | 26 |
| associated with the series having such relative rights, powers |
|
|
|
SB0368 Engrossed |
- 18 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| and duties as may from time to time be established, including | 2 |
| rights, powers and duties senior to existing classes and groups | 3 |
| of members or managers associated with the series.
| 4 |
| (h) A series may be managed by either the member or members | 5 |
| associated with the series or by a manager or managers chosen | 6 |
| by the members of such series, as provided in the operating | 7 |
| agreement. Unless otherwise provided in an operating | 8 |
| agreement, the management of a series shall be vested in the | 9 |
| members associated with such series.
| 10 |
| (i) An operating agreement may grant to all or certain | 11 |
| identified members or managers or a specified class or group of | 12 |
| the members or managers associated with a series the right to | 13 |
| vote separately or with all or any class or group of the | 14 |
| members or managers associated with the series, on any matter. | 15 |
| An operating agreement may provide that any member or class or | 16 |
| group of members associated with a series shall have no voting | 17 |
| rights.
| 18 |
| (j) Except to the extent modified in this Section, the | 19 |
| provisions of this Act which are generally applicable to | 20 |
| limited liability companies, their managers, members and | 21 |
| transferees shall be applicable to each particular series with | 22 |
| respect to the operation of such series.
| 23 |
| (k) Except as otherwise provided in an operating agreement, | 24 |
| any event under this Act or in an operating agreement that | 25 |
| causes a manager to cease to be a manager with respect to a | 26 |
| series shall not, in itself, cause such manager to cease to be |
|
|
|
SB0368 Engrossed |
- 19 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| a manager of the limited liability company or with respect to | 2 |
| any other series thereof.
| 3 |
| (l) Except as otherwise provided in an operating agreement, | 4 |
| any event under this Act or an operating agreement that causes | 5 |
| a member to cease to be associated with a series shall not, in | 6 |
| itself, cause such member to cease to be associated with any | 7 |
| other series or terminate the continued membership of a member | 8 |
| in the limited liability company or cause the termination of | 9 |
| the series, regardless of whether such member was the last | 10 |
| remaining member associated with such series.
| 11 |
| (m) Except to the extent otherwise provided in the | 12 |
| operating agreement, a series may be dissolved and its affairs | 13 |
| wound up without causing the dissolution of the limited | 14 |
| liability company. The dissolution of a series established in | 15 |
| accordance with subsection (b) of this Section shall not affect | 16 |
| the limitation on liabilities of such series provided by | 17 |
| subsection (b) of this Section. A series is terminated and its | 18 |
| affairs shall be wound up upon the dissolution of the limited | 19 |
| liability company under Article
Section 35 of this Act.
| 20 |
| (n) If a limited liability company with the ability to | 21 |
| establish
a series does not register to do business in a | 22 |
| foreign jurisdiction for itself and certain of its series, a | 23 |
| series of a limited liability company may itself register to do | 24 |
| business as a limited liability company in the foreign | 25 |
| jurisdiction in accordance with the laws of the foreign | 26 |
| jurisdiction.
|
|
|
|
SB0368 Engrossed |
- 20 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| (o) If a foreign limited liability company, as permitted in | 2 |
| the jurisdiction of its organization, has established a series | 3 |
| having separate rights, powers or duties and has limited the | 4 |
| liabilities of such series so that the debts, liabilities and | 5 |
| obligations incurred, contracted for or otherwise existing | 6 |
| with respect to a particular series are enforceable against the | 7 |
| assets of such series only, and not against the assets of the | 8 |
| limited liability company generally or any other series | 9 |
| thereof, or so that the debts, liabilities, obligations and | 10 |
| expenses incurred, contracted for or otherwise existing with | 11 |
| respect to the limited liability company generally or any other | 12 |
| series thereof are not enforceable against the assets of such | 13 |
| series, then the limited liability company, on behalf of itself | 14 |
| or any of its series, or any of its series on their own behalf | 15 |
| may register to do business in the State in accordance with | 16 |
| Section 45-5 of this Act. The limitation of liability shall be | 17 |
| so stated on the application for admission as a foreign limited | 18 |
| liability company and a certificate of designation shall be | 19 |
| filed for each series being registered to do business in the | 20 |
| State by the limited liability company. Unless otherwise | 21 |
| provided in the operating agreement, the debts, liabilities and | 22 |
| obligations incurred, contracted for or otherwise existing | 23 |
| with respect to a particular series of such a foreign limited | 24 |
| liability company shall be enforceable against the assets of | 25 |
| such series only, and not against the assets of the foreign | 26 |
| limited liability company generally or any other series thereof |
|
|
|
SB0368 Engrossed |
- 21 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| and none of the debts, liabilities, obligations and expenses | 2 |
| incurred, contracted for or otherwise existing with respect to | 3 |
| such a foreign limited liability company generally or any other | 4 |
| series thereof shall be enforceable against the assets of such | 5 |
| series.
| 6 |
| (Source: P.A. 94-607, eff. 8-16-05.) | 7 |
| Section 25. The Uniform Partnership Act (1997) is amended | 8 |
| by changing Sections 101, 1003, 1103, and 1104 and by adding | 9 |
| Section 1208 as follows:
| 10 |
| (805 ILCS 206/101)
| 11 |
| Sec. 101. Definitions. In this Act:
| 12 |
| (a) "Business" includes every trade, occupation, and | 13 |
| profession.
| 14 |
| (b) "Debtor in bankruptcy" means a person who is the | 15 |
| subject of:
| 16 |
| (1) an order for relief under Title 11 of the United | 17 |
| States Code or a
comparable order under
a successor statute | 18 |
| of general application; or
| 19 |
| (2) a comparable order under federal, state, or foreign | 20 |
| law governing
insolvency.
| 21 |
| (c) "Distribution" means a transfer of money or other | 22 |
| property from a
partnership to a partner
in the partner's | 23 |
| capacity as a partner or to the partner's transferee.
| 24 |
| (d) "Foreign limited liability partnership" means a |
|
|
|
SB0368 Engrossed |
- 22 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| partnership that:
| 2 |
| (1) is formed under laws other than the laws of this | 3 |
| State; and
| 4 |
| (2) has the status of a limited liability partnership | 5 |
| under those laws.
| 6 |
| (e) "Limited liability partnership" means a partnership | 7 |
| that has filed a
statement of
qualification under Section 1001 | 8 |
| and does not have a similar statement in
effect in any other
| 9 |
| jurisdiction.
| 10 |
| (f) "Partnership" means an association of 2 or more persons | 11 |
| to carry on as
co-owners a
business for profit formed under | 12 |
| Section 202 of this Act, predecessor law, or
comparable law of
| 13 |
| another jurisdiction.
| 14 |
| (g) "Partnership agreement" means the agreement, whether | 15 |
| written, oral, or
implied, among
the partners concerning the | 16 |
| partnership, including amendments to the
partnership | 17 |
| agreement.
| 18 |
| (h) "Partnership at will" means a partnership in which the | 19 |
| partners have not
agreed to
remain partners until the | 20 |
| expiration of a definite term or the completion of a
particular
| 21 |
| undertaking.
| 22 |
| (i) "Partnership interest" or "partner's interest in the | 23 |
| partnership" means
all of a partner's
interests in the | 24 |
| partnership, including the partner's transferable interest and
| 25 |
| all management and
other rights.
| 26 |
| (j) "Person" means an individual, corporation, limited |
|
|
|
SB0368 Engrossed |
- 23 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| liability company, business trust, estate,
trust, partnership,
| 2 |
| association, joint venture, government, governmental | 3 |
| subdivision, agency, or
instrumentality, or
any other legal or | 4 |
| commercial entity.
| 5 |
| (k) "Property" means all property, real, personal, or | 6 |
| mixed, tangible or
intangible, or any
interest therein.
| 7 |
| (l) "State" means a state of the United States, the | 8 |
| District of Columbia,
the Commonwealth of
Puerto Rico, or any | 9 |
| territory or insular possession subject to the jurisdiction
of | 10 |
| the United States.
| 11 |
| (m) "Statement" means a statement of partnership authority | 12 |
| under Section 303
of this Act, a
statement of denial under | 13 |
| Section 304, a statement of dissociation under
Section 704, a | 14 |
| statement
of dissolution under Section 805, a statement of | 15 |
| merger under Section 907 or
908, a statement
of qualification | 16 |
| under Section 1001, a statement of withdrawal under Section
| 17 |
| 1001 or
1102, a statement
of foreign qualification under | 18 |
| Section 1102, or an amendment or cancellation of
any of the
| 19 |
| foregoing.
| 20 |
| (n) "Transfer" includes an assignment, conveyance, lease, | 21 |
| mortgage, deed,
and encumbrance.
| 22 |
| (Source: P.A. 92-740, eff. 1-1-03.)
| 23 |
| (805 ILCS 206/1003)
| 24 |
| Sec. 1003. Renewal statements.
| 25 |
| (a) A limited liability partnership, and a foreign limited |
|
|
|
SB0368 Engrossed |
- 24 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| liability
partnership authorized to
transact business in this | 2 |
| State, shall file a renewal statement in the Office
of
the | 3 |
| Secretary of State
which contains:
| 4 |
| (1) the name of the partnership;
| 5 |
| (2) the street address of the partnership's chief | 6 |
| executive office and, if
different, the street
address of | 7 |
| an office in this State, if any ;
| 8 |
| (3) the name and street address of the partnership's | 9 |
| agent for service of
process;
| 10 |
| (4) if the partnership is a domestic limited liability | 11 |
| partnership, the
number of partners in the limited | 12 |
| liability partnership ;
| 13 |
| (5) a brief statement of the business in which the | 14 |
| partnership engages;
and
| 15 |
| (6) if the partnership is a foreign limited liability | 16 |
| partnership, a
current certificate of status
in good | 17 |
| standing as a registered limited liability partnership | 18 |
| under the laws
of that state or
jurisdiction.
| 19 |
| (b) Qualification as a limited liability partnership, | 20 |
| whether pursuant to an original statement
or a renewal | 21 |
| statement, is renewed if, during the 60 day period preceding | 22 |
| the
date the initial
statement or renewal statement otherwise | 23 |
| would have expired, the partnership
files with the
Secretary of | 24 |
| State a renewal statement. A renewal statement expires one year
| 25 |
| after the date an
original statement would have expired if the | 26 |
| last renewal of the statement had
not occurred. Proof of the |
|
|
|
SB0368 Engrossed |
- 25 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| satisfaction of the Secretary of State that, prior to the | 2 |
| expiration date, the renewal statement together with all fees | 3 |
| prescribed by this Act was deposited in the United States mail | 4 |
| in a sealed envelope, properly addressed, with postage prepaid, | 5 |
| shall be deemed a compliance with this requirement. If the | 6 |
| Secretary of State finds that the report conforms to the | 7 |
| requirements of this Act, he or she shall file it. If the | 8 |
| Secretary of State finds that it does not conform, he or she | 9 |
| shall promptly return it to the limited liability partnership | 10 |
| for any necessary corrections, in which event expiration will | 11 |
| not occur if the statement is corrected to conform to the | 12 |
| requirements of this Act and returned to the Secretary of State | 13 |
| within 30 days of the date the report was returned for | 14 |
| corrections.
| 15 |
| (c) The Secretary of State shall renew the registration of | 16 |
| any limited
liability partnership of
any partnership that | 17 |
| timely submits a renewal statement with the required fee.
| 18 |
| (Source: P.A. 92-740, eff. 1-1-03.)
| 19 |
| (805 ILCS 206/1103)
| 20 |
| Sec. 1103. Effect of failure to qualify.
| 21 |
| (a) A foreign limited liability partnership transacting | 22 |
| business in this
State may not maintain
an action or proceeding | 23 |
| in this State unless it has in effect a statement of
foreign | 24 |
| qualification.
| 25 |
| (b) The failure of a foreign limited liability partnership |
|
|
|
SB0368 Engrossed |
- 26 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| to have in effect
a statement of foreign
qualification does not | 2 |
| impair the validity of a contract or act of the foreign
limited | 3 |
| liability
partnership or preclude it from defending an action | 4 |
| or proceeding in this
State.
| 5 |
| (c) A limitation on personal liability of a partner is not | 6 |
| waived solely by
transacting business
in this State without a | 7 |
| statement of foreign qualification.
| 8 |
| (d) If a foreign limited liability partnership transacts | 9 |
| business in this
State without a statement
of foreign | 10 |
| qualification, the Secretary of State is its agent for service | 11 |
| of
process with respect to a
right of action arising out of the | 12 |
| transaction of business in this State.
| 13 |
| (e) Service of any process, notice, or demand on the | 14 |
| Secretary of State may be made by delivering to and leaving | 15 |
| with the Secretary of State duplicate copies of the process, | 16 |
| notice, or demand. If a process, notice, or demand is served on | 17 |
| the Secretary of State, the Secretary of State shall forward | 18 |
| one of the copies by registered or certified mail, return | 19 |
| receipt requested, to the foreign limited liability | 20 |
| partnership and its designated office. An affidavit of | 21 |
| compliance with this Section in substantially the form that the | 22 |
| Secretary of State may prescribe by rule shall be attached to | 23 |
| the process, notice, or demand. | 24 |
| (f) Service is effected under subsection (e) at the | 25 |
| earliest of: | 26 |
| (1) the date the foreign limited liability partnership |
|
|
|
SB0368 Engrossed |
- 27 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| receives the process, notice, or demand; | 2 |
| (2) the date shown on the return receipt, if signed on | 3 |
| behalf of the foreign limited liability partnership; or | 4 |
| (3) 5 days after the process, notice, or demand is | 5 |
| deposited in the mail if mailed postpaid and correctly | 6 |
| addressed.
| 7 |
| (g) The Secretary of State shall keep a record of each | 8 |
| process, notice, and demand served pursuant to this Section and | 9 |
| record the time of, and the action taken, regarding the | 10 |
| service. | 11 |
| (h) This Section does not affect the right to serve | 12 |
| process, notice, or demand in any other manner provided by law.
| 13 |
| (Source: P.A. 92-740, eff. 1-1-03.)
| 14 |
| (805 ILCS 206/1104)
| 15 |
| Sec. 1104. Activities not constituting
transacting | 16 |
| business.
| 17 |
| (a) Without excluding other activities that may not | 18 |
| constitute transacting business in this State, a foreign | 19 |
| partnership or registered limited liability partnership shall | 20 |
| not be considered to be transacting business in this State, for | 21 |
| purposes of this Article 9, by reason of carrying on in this | 22 |
| State any one or more of the following activities: | 23 |
| (1) maintaining, defending, or settling any | 24 |
| proceeding; | 25 |
| (2) holding meetings of the partners or carrying on |
|
|
|
SB0368 Engrossed |
- 28 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| other activities concerning internal partnership affairs; | 2 |
| (3) maintaining bank accounts; | 3 |
| (4) maintaining offices or agencies for the transfer, | 4 |
| exchange, and registration of the limited liability | 5 |
| partnership's own securities or maintaining trustees or | 6 |
| depositaries with respect to those securities; | 7 |
| (5) selling through independent contractors; | 8 |
| (6) soliciting or obtaining orders, whether by mail or | 9 |
| through employees or agents or otherwise, if orders require | 10 |
| acceptance outside this State before they become | 11 |
| contracts; | 12 |
| (7) owning, without more, real or personal property; | 13 |
| (8) conducting an isolated transaction that is | 14 |
| completed within 120 days and that is not one in the course | 15 |
| of repeated transactions of a like nature; or | 16 |
| (9) having a partner who is a resident of this State.
| 17 |
| (b) This Section has no application to the question of | 18 |
| whether any partnership or registered limited liability | 19 |
| partnership is subject to service of process and suit in this | 20 |
| State under any law of this State.
| 21 |
| (a) Activities of a foreign limited liability partnership | 22 |
| which do not
constitute transacting
business for the purpose of | 23 |
| this Article include:
| 24 |
| (1) maintaining, defending, or settling an action or | 25 |
| proceeding;
| 26 |
| (2) holding meetings of its partners or carrying on any |
|
|
|
SB0368 Engrossed |
- 29 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| other activity
concerning its internal
affairs;
| 2 |
| (3) maintaining bank accounts;
| 3 |
| (4) maintaining offices or agencies for the transfer, | 4 |
| exchange, and
registration of the
partnership's own | 5 |
| securities or maintaining trustees or depositories with
| 6 |
| respect to those
securities;
| 7 |
| (5) selling through independent contractors;
| 8 |
| (6) soliciting or obtaining orders, whether by mail or | 9 |
| through employees
or agents or
otherwise, if the orders | 10 |
| require acceptance outside this State before they
become | 11 |
| contracts;
| 12 |
| (7) creating or acquiring indebtedness, with or | 13 |
| without a mortgage, or
other security interest
in property;
| 14 |
| (8) collecting debts or foreclosing mortgages or other | 15 |
| security interests
in property securing
the debts, and | 16 |
| holding, protecting, and maintaining property so acquired;
| 17 |
| (9) conducting an isolated transaction that is | 18 |
| completed within 30 days and is not one in the
course of | 19 |
| similar transactions; and
| 20 |
| (10) transacting business in interstate commerce.
| 21 |
| (b) For purposes of this Article, the ownership in this | 22 |
| State of
income-producing real property
or tangible personal | 23 |
| property, other than property excluded under subsection
(a) of | 24 |
| this Section,
constitutes transacting business in this State.
| 25 |
| (c) This Section does not apply in determining the contacts | 26 |
| or activities
that may subject a
foreign limited liability |
|
|
|
SB0368 Engrossed |
- 30 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| partnership to service of process, taxation, or
regulation | 2 |
| under any other
law of this State.
| 3 |
| (Source: P.A. 92-740, eff. 1-1-03.)
| 4 |
| (805 ILCS 206/1208 new) | 5 |
| Sec. 1208. Powers of the Secretary of State; rulemaking. | 6 |
| (a) The Secretary of State shall have the power and | 7 |
| authority reasonably necessary to administer this Act | 8 |
| efficiently and to perform the duties herein imposed. The | 9 |
| Secretary of State's function under this Act is to be a central | 10 |
| depository for the statements of qualification for limited | 11 |
| liability partnership and statements of foreign qualification | 12 |
| required by this Act. | 13 |
| (b) The Secretary of State shall have the power and | 14 |
| authority to promulgate rules, in accordance with the Illinois | 15 |
| Administrative Procedure Act, necessary to administer this Act | 16 |
| efficiently and to perform the duties therein imposed. | 17 |
| Section 30. The Uniform Limited Partnership Act (2001) is | 18 |
| amended by changing Sections 108, 109, 114, 117, 201, 210, 902, | 19 |
| 1303, and 1305 as follows: | 20 |
| (805 ILCS 215/108)
| 21 |
| Sec. 108. Name. | 22 |
| (a) The name of a limited partnership may contain the name | 23 |
| of any partner. |
|
|
|
SB0368 Engrossed |
- 31 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| (b) The name of a limited partnership that is not a limited | 2 |
| liability limited partnership must contain the phrase "limited | 3 |
| partnership" or the abbreviation "L.P." or "LP" and may not | 4 |
| contain the phrase "limited liability limited partnership" or | 5 |
| the abbreviation "LLLP" or "L.L.L.P.". | 6 |
| (c) The name of a limited liability limited partnership | 7 |
| must contain the phrase "limited liability limited | 8 |
| partnership" or the abbreviation "LLLP" or "L.L.L.P." and must | 9 |
| not contain the abbreviation "L.P." or "LP". | 10 |
| (d) The
Unless authorized by subsection (e), the name of a | 11 |
| limited partnership must be distinguishable upon
in the records | 12 |
| of the Secretary of State from: | 13 |
| (1) the name of any limited partnership
each person | 14 |
| other than an individual incorporated, organized , or | 15 |
| authorized to transact business in this State under this | 16 |
| Act or any other Act ; and | 17 |
| (2) the name for which an exclusive right has been | 18 |
| reserved in the Office of the Secretary of State under | 19 |
| Section 109; and
each name reserved under Section 109, | 20 |
| assumed name under Section 108.5 or other Illinois law | 21 |
| allowing the reservation or registration of business | 22 |
| names, including fictitious or assumed name provisions, | 23 |
| except for the Assumed Business Name Act, 805 ILCS 405/. | 24 |
| (3) the assumed name of any limited partnership that is | 25 |
| registered with the Secretary of State under Section 108.5.
| 26 |
| (e) The name of a limited partnership shall not contain any |
|
|
|
SB0368 Engrossed |
- 32 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| of the following terms: "Corporation", "Corp.", | 2 |
| "Incorporated", "Inc.", "Company", "Co.", "Limited Liability | 3 |
| Company", "L.L.C.", "LLC", "L.L.P.", or "LLP".
A limited | 4 |
| partnership may apply to the Secretary of State for | 5 |
| authorization to use a name that does not comply with | 6 |
| subsection (d). The Secretary of State shall authorize use of | 7 |
| the name applied for if, as to each conflicting name: | 8 |
| (1) the present user, registrant, or owner of the | 9 |
| conflicting name consents in a signed record to the use and | 10 |
| submits an undertaking in a form satisfactory to the | 11 |
| Secretary of State to change the conflicting name to a name | 12 |
| that complies with subsection (d) and is distinguishable in | 13 |
| the records of the Secretary of State from the name applied | 14 |
| for; | 15 |
| (2) the applicant delivers to the Secretary of State a | 16 |
| certified copy of the final judgment of a court of | 17 |
| competent jurisdiction establishing the applicant's right | 18 |
| to use in this State the name applied for; or | 19 |
| (3) the applicant delivers to the Secretary of State | 20 |
| proof satisfactory to the Secretary of State that the | 21 |
| present user, registrant, or owner of the conflicting name: | 22 |
| (A) has merged into the applicant; | 23 |
| (B) has been converted into the applicant; or | 24 |
| (C) has transferred substantially all of its | 25 |
| assets, including the conflicting name, to the | 26 |
| applicant. |
|
|
|
SB0368 Engrossed |
- 33 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| (f) Subject to Section 905, this Section applies to any | 2 |
| foreign limited partnership transacting business in this | 3 |
| State, having a certificate of authority to transact business | 4 |
| in this State, or applying for a certificate of authority. | 5 |
| (g) Nothing in this Section shall: | 6 |
| (1) require any limited partnership existing under the | 7 |
| "Uniform Limited Partnership Act", filed June 28, 1917, as | 8 |
| amended, to modify or otherwise change its name; or | 9 |
| (2) abrogate or limit the common law or statutory law | 10 |
| of unfair competition or unfair trade practices, nor | 11 |
| derogate from the common law or principles of equity or the | 12 |
| statutes of this State or of the United States with respect | 13 |
| to the right to acquire and protect copyrights, trade | 14 |
| names, trademarks, service marks, service names, or any | 15 |
| other right to the exclusive use of names or symbols.
| 16 |
| (Source: P.A. 93-967, eff. 1-1-05.) | 17 |
| (805 ILCS 215/109)
| 18 |
| Sec. 109. Reservation of name. | 19 |
| (a) The exclusive right to the use of a name that complies | 20 |
| with Section 108 may be reserved by: | 21 |
| (1) a person intending to organize a limited | 22 |
| partnership under this Act and to adopt the name; | 23 |
| (2) a limited partnership or a foreign limited | 24 |
| partnership authorized to transact business in this State | 25 |
| intending to adopt the name; |
|
|
|
SB0368 Engrossed |
- 34 - |
LRB095 10827 LCT 31089 b |
|
| 1 |
| (3) a foreign limited partnership intending to obtain a | 2 |
| certificate of authority to transact business in this State | 3 |
| and adopt the name; | 4 |
| (4) a person intending to organize a foreign limited | 5 |
| partnership and intending to have it obtain a certificate | 6 |
| of authority to transact business in this State and adopt | 7 |
| the name; | 8 |
| (5) a foreign limited partnership formed under the | 9 |
| name; or | 10 |
| (6) a foreign limited partnership formed under a name | 11 |
| that does not comply with Section 108(b) or (c), but the | 12 |
| name reserved under this paragraph may differ from the | 13 |
| foreign limited partnership's name only to the extent | 14 |
| necessary to comply with Section 108(b) and (c). | 15 |
| (b) A person may apply to reserve a name under subsection | 16 |
| (a) by delivering to the Secretary of State for filing an | 17 |
| application that states the name to be reserved and the | 18 |
| paragraph of subsection (a) which applies. If the Secretary of | 19 |
| State finds that the name is available for use by the | 20 |
| applicant, the Secretary of State shall file a statement of | 21 |
| name reservation and thereby reserve the name for the exclusive | 22 |
| use of the applicant for 90
120 days or until surrendered by a | 23 |
| written cancellation document signed by the applicant, | 24 |
| whichever is sooner . | 25 |
| (c) An applicant that has reserved a name pursuant to | 26 |
| subsection (b) may reserve the same name for additional 90-day
|
|
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| 120-day periods. A person having a current reservation for a | 2 |
| name may not apply for another 120-day period for the same name | 3 |
| until 90 days have elapsed in the current reservation. | 4 |
| (d) A person that has reserved a name under this Section | 5 |
| may deliver to the Secretary of State for filing a notice of | 6 |
| transfer that states the reserved name, the name and street and | 7 |
| mailing address of some other person to which the reservation | 8 |
| is to be transferred, and the paragraph of subsection (a) which | 9 |
| applies to the other person. Subject to Section 206(c), the | 10 |
| transfer is effective when the Secretary of State files the | 11 |
| notice of transfer.
| 12 |
| (Source: P.A. 93-967, eff. 1-1-05.) | 13 |
| (805 ILCS 215/114)
| 14 |
| Sec. 114. Office and agent for service of process. | 15 |
| (a) A limited partnership shall designate and continuously | 16 |
| maintain in this State: | 17 |
| (1) an office, which need not be a place of its | 18 |
| activity in this State; and | 19 |
| (2) an agent for service of process. | 20 |
| (b) A foreign limited partnership shall designate and | 21 |
| continuously maintain in this State an agent for service of | 22 |
| process. | 23 |
| (c) An agent for service of process of a limited | 24 |
| partnership or foreign limited partnership must be an | 25 |
| individual who is a resident of this State or other person |
|
|
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| 1 |
| authorized to do business in this State.
| 2 |
| (d) If a limited partnership or foreign limited partnership | 3 |
| fails to designate and continuously maintain an agent for | 4 |
| service of process, the Secretary of State shall: | 5 |
| (1) declare any limited partnership or foreign limited | 6 |
| partnership to be delinquent and not in good standing; and | 7 |
| (2) not file any additional documents, amendments, | 8 |
| reports, or other papers relating to the limited | 9 |
| partnership or foreign limited partnership organized under | 10 |
| or subject to the provisions of this Act until the | 11 |
| delinquency is satisfied. | 12 |
| (e) If a limited partnership or foreign limited partnership | 13 |
| fails to designate and continuously maintain an agent for | 14 |
| service of process, the Secretary of State may show the limited | 15 |
| partnership or foreign limited partnership as not in good | 16 |
| standing in response to inquiries received from any party | 17 |
| regarding a limited partnership that is delinquent.
| 18 |
| (Source: P.A. 93-967, eff. 1-1-05.) | 19 |
| (805 ILCS 215/117)
| 20 |
| Sec. 117. Service of process. | 21 |
| (a) An agent for service of process appointed by a limited | 22 |
| partnership or foreign limited partnership is an agent of the | 23 |
| limited partnership or foreign limited partnership for service | 24 |
| of any process, notice, or demand required or permitted by law | 25 |
| to be served upon the limited partnership or foreign limited |
|
|
|
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| partnership. | 2 |
| (b) If a limited partnership or foreign limited partnership | 3 |
| does not appoint or maintain an agent for service of process in | 4 |
| this State or the agent for service of process cannot with | 5 |
| reasonable diligence be found at the agent's address, the | 6 |
| Secretary of State is an agent of the limited partnership or | 7 |
| foreign limited partnership upon whom process, notice, or | 8 |
| demand may be served. | 9 |
| (c) Service of any process, notice, or demand on the | 10 |
| Secretary of State may be made by delivering to and leaving | 11 |
| with the Secretary of State duplicate copies of the process, | 12 |
| notice, or demand. If a process, notice, or demand is served on | 13 |
| the Secretary of State, the Secretary of State shall forward | 14 |
| one of the copies by registered or certified mail, return | 15 |
| receipt requested, to the limited partnership or foreign | 16 |
| limited partnership at its designated office. An affidavit of | 17 |
| compliance with this Section, in substantially the form that | 18 |
| the Secretary of State may prescribe by rule, shall be attached | 19 |
| to the process, notice, or demand.
| 20 |
| (d) Service is effected under subsection (c) at the | 21 |
| earliest of: | 22 |
| (1) the date the limited partnership or foreign limited | 23 |
| partnership receives the process, notice, or demand; | 24 |
| (2) the date shown on the return receipt, if signed on | 25 |
| behalf of the limited partnership or foreign limited | 26 |
| partnership; or |
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| (3) five days after the process, notice, or demand is | 2 |
| deposited in the mail, if mailed postpaid and correctly | 3 |
| addressed. | 4 |
| (e) The Secretary of State shall keep a record of each | 5 |
| process, notice, and demand served pursuant to this Section and | 6 |
| record the time of, and the action taken regarding, the | 7 |
| service. | 8 |
| (f) This Section does not affect the right to serve | 9 |
| process, notice, or demand in any other manner provided by law.
| 10 |
| (Source: P.A. 93-967, eff. 1-1-05.) | 11 |
| (805 ILCS 215/201)
| 12 |
| Sec. 201. Formation of limited partnership; certificate of | 13 |
| limited partnership. | 14 |
| (a) In order for a limited partnership to be formed, a | 15 |
| certificate of limited partnership must be delivered to the | 16 |
| Secretary of State for filing. The certificate must state: | 17 |
| (1) the name of the limited partnership, which must | 18 |
| comply with Section 108; | 19 |
| (2) the street and mailing address of the initial | 20 |
| designated office and the name and street and mailing | 21 |
| address of the initial agent for service of process;
| 22 |
| (3) the name and the street and mailing address of each | 23 |
| general partner; | 24 |
| (4) whether the limited partnership is a limited | 25 |
| liability limited partnership; and |
|
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| (5) any additional information required by Article 11 ; | 2 |
| and . | 3 |
| (6) the purpose or purposes for which the limited | 4 |
| partnership is organized, which may be stated to be or to | 5 |
| include, the transaction of any or all lawful businesses | 6 |
| for which limited partnerships may be organized under this | 7 |
| Act.
| 8 |
| (b) A certificate of limited partnership may also contain | 9 |
| any other matters but may not vary or otherwise affect the | 10 |
| provisions specified in Section 110(b) in a manner inconsistent | 11 |
| with that Section. | 12 |
| (c) If there has been substantial compliance with | 13 |
| subsection (a), subject to Section 206(c) a limited partnership | 14 |
| is formed when the Secretary of State files the certificate of | 15 |
| limited partnership. | 16 |
| (d) Subject to subsection (b), if any provision of a | 17 |
| partnership agreement is inconsistent with the filed | 18 |
| certificate of limited partnership or with a filed statement of | 19 |
| dissociation, termination, or change or filed articles of | 20 |
| conversion or merger: | 21 |
| (1) the partnership agreement prevails as to partners | 22 |
| and transferees; and | 23 |
| (2) the filed certificate of limited partnership, | 24 |
| statement of dissociation, termination, or change or | 25 |
| articles of conversion or merger prevail as to persons, | 26 |
| other than partners and transferees, that reasonably rely |
|
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| on the filed record to their detriment.
| 2 |
| (Source: P.A. 93-967, eff. 1-1-05.) | 3 |
| (805 ILCS 215/210)
| 4 |
| Sec. 210. Annual report for Secretary of State. | 5 |
| (a) A limited partnership or a foreign limited partnership | 6 |
| authorized to transact business in this State shall deliver to | 7 |
| the Secretary of State for filing an annual report that states: | 8 |
| (1) the name of the limited partnership or foreign | 9 |
| limited partnership; | 10 |
| (2) the street and mailing address of its designated | 11 |
| office and the name and street and mailing address of its | 12 |
| agent for service of process in this State; | 13 |
| (3) in the case of a limited partnership, the street | 14 |
| and mailing address of its principal office; | 15 |
| (4) in the case of a foreign limited partnership, the | 16 |
| State or other jurisdiction under whose law the foreign | 17 |
| limited partnership is formed and any alternate name | 18 |
| adopted under Section 905(a); | 19 |
| (5) Additional information that may be necessary or | 20 |
| appropriate in order to enable the Secretary of State to | 21 |
| administer this Act and to verify the proper amount of fees | 22 |
| payable by the limited partnership; and | 23 |
| (6) The annual report shall be made on forms prescribed | 24 |
| and furnished by the Secretary of State, and the | 25 |
| information therein, required by paragraphs (1) through |
|
|
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| (4) of subsection (a), both inclusive, shall be given as of | 2 |
| the date of signing of the annual report. The annual report | 3 |
| shall be signed by a general partner. | 4 |
| (b) Information in an annual report must be current as of | 5 |
| the date the annual report is delivered to the Secretary of | 6 |
| State for filing. | 7 |
| (c) The annual report, together with all fees and charges | 8 |
| prescribed by this Act, shall be delivered to the Secretary of | 9 |
| State within 60 days immediately preceding the first day of the | 10 |
| anniversary month. Proof to the satisfaction of the Secretary | 11 |
| of State that, before the first day of the anniversary month of | 12 |
| the limited partnership or the foreign limited partnership, the | 13 |
| report, together with all fees and charges as prescribed by | 14 |
| this Act, was deposited in the United States mail in a sealed | 15 |
| envelope, properly addressed, with postage prepaid, shall be | 16 |
| deemed compliance with this requirement. | 17 |
| (d) If an annual report does not contain the information | 18 |
| required in subsection (a), the Secretary of State shall | 19 |
| promptly notify the reporting limited partnership or foreign | 20 |
| limited partnership and return the report to it for correction. | 21 |
| If the report is corrected to contain the information required | 22 |
| in subsection (a) and delivered to the Secretary of State | 23 |
| within 30 days after the effective date of the notice, it is | 24 |
| timely delivered. | 25 |
| (e) If a limited partnership or foreign limited partnership | 26 |
| fails to file its annual report and pay the requisite fee as |
|
|
|
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| 1 |
| required by this Act before the first day of the anniversary | 2 |
| month in the year which it is due, the Secretary of State | 3 |
| shall: | 4 |
| (1) declare any limited partnership or foreign limited | 5 |
| partnership to be delinquent and not in good standing; and | 6 |
| (2) not file any additional documents, amendments, | 7 |
| reports, or other papers relating to the limited | 8 |
| partnership or foreign limited partnership organized under | 9 |
| or subject to the provisions of this Act until the | 10 |
| delinquency is satisfied.
| 11 |
| (e) If a limited partnership or foreign limited partnership | 12 |
| fails to file its annual report and pay the requisite fee as | 13 |
| required by this Act before the first day of the anniversary | 14 |
| month in the year in which it is due, the Secretary of State | 15 |
| may show the limited partnership or foreign limited partnership | 16 |
| as not in good standing in response to inquiries received from | 17 |
| any party regarding a limited partnership that is delinquent.
| 18 |
| If a filed annual report contains an address of a designated | 19 |
| office or the name or address of an agent for service of | 20 |
| process which differs from the information shown in the records | 21 |
| of the Secretary of State immediately before the filing, the | 22 |
| differing information in the annual report is considered a | 23 |
| statement of change under Section 115.
| 24 |
| (Source: P.A. 93-967, eff. 1-1-05.) | 25 |
| (805 ILCS 215/902)
|
|
|
|
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| 1 |
| Sec. 902. Application for certificate of authority. | 2 |
| (a) A foreign limited partnership may apply for a | 3 |
| certificate of authority to transact business in this State by | 4 |
| delivering an application to the Secretary of State for filing. | 5 |
| The application must state: | 6 |
| (1) the name of the foreign limited partnership and, if | 7 |
| the name does not comply with Section 108, an alternate | 8 |
| name adopted pursuant to Section 905(a); | 9 |
| (2) the name of the state or other jurisdiction under | 10 |
| whose law the foreign limited partnership is organized; | 11 |
| (3) the street and mailing address of the foreign | 12 |
| limited partnership's principal office and, if the laws of | 13 |
| the jurisdiction under which the foreign limited | 14 |
| partnership is organized require the foreign limited | 15 |
| partnership to maintain an office in that jurisdiction, the | 16 |
| street and mailing address of the required office; | 17 |
| (4) the name and street and mailing address of the | 18 |
| foreign limited partnership's initial agent for service of | 19 |
| process in this State; | 20 |
| (5) the name and street and mailing address of each of | 21 |
| the foreign limited partnership's general partners; and
| 22 |
| (6) whether the foreign limited partnership is a | 23 |
| foreign limited liability limited partnership ; . | 24 |
| (7) the purpose or purposes for which it was organized | 25 |
| and the purpose or purposes that it proposes to conduct in | 26 |
| the transaction of business in this State; and
|
|
|
|
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| 1 |
| (8) all additional information that may be necessary or | 2 |
| appropriate in order to enable the Secretary of State to | 3 |
| determine whether the limited partnership is entitled to | 4 |
| transact business in this State.
| 5 |
| (b) A foreign limited partnership shall deliver with the | 6 |
| completed application a certificate of existence or a record of | 7 |
| similar import signed by the Secretary of State or other | 8 |
| official having custody of the foreign limited partnership's | 9 |
| publicly filed records in the state or other jurisdiction under | 10 |
| whose law the foreign limited partnership is organized.
| 11 |
| (Source: P.A. 93-967, eff. 1-1-05.) | 12 |
| (805 ILCS 215/1303)
| 13 |
| Sec. 1303. Powers of the Secretary of State and rulemaking. | 14 |
| (a) The Secretary of State shall have the power and | 15 |
| authority reasonably necessary to administer this Act | 16 |
| efficiently and to perform the duties herein imposed. The | 17 |
| Secretary of State's function under
pursuant to this Act is to | 18 |
| be a central depository for the certificates of limited | 19 |
| partnership and certificates of admission required by this Act | 20 |
| and to record the assumed names used by limited partnerships | 21 |
| and foreign limited partnerships. | 22 |
| (b) The Secretary of State shall have the power and
| 23 |
| authority to promulgate rules , in accordance with
pursuant to
| 24 |
| the Illinois Administrative Procedure Act, as are necessary to | 25 |
| administer this Act efficiently and to perform the duties |
|
|
|
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|
| 1 |
| therein
herein imposed.
| 2 |
| (Source: P.A. 93-967, eff. 1-1-05.) | 3 |
| (805 ILCS 215/1305)
| 4 |
| Sec. 1305. Federal Employers Identification Number.
| 5 |
| (a) All documents required by this Act to be filed in the | 6 |
| Office of the Secretary of State shall contain the Federal | 7 |
| Employers Identification Number of the limited partnership or | 8 |
| foreign limited partnership with respect to which the document | 9 |
| is filed, unless the partnership has not obtained a Federal | 10 |
| Employer Identification Number at the time of filing. In the | 11 |
| event a limited partnership or foreign limited partnership does | 12 |
| not have a Federal Employer Identification Number at the time | 13 |
| of such filing, such a number shall be obtained on behalf of | 14 |
| such partnership and shall be given to the Secretary of State | 15 |
| within 180 days after filing its initial document with the | 16 |
| Secretary of State.
| 17 |
| (b) If a limited partnership or foreign limited partnership | 18 |
| fails to provide the Federal Employer Identification Number | 19 |
| within the time period prescribed by this Section, the | 20 |
| Secretary of State shall: | 21 |
| (1) declare any limited partnership or foreign limited | 22 |
| partnership to be delinquent and not in good standing; and | 23 |
| (2) not file any additional documents, amendments, | 24 |
| reports, or other papers relating to the limited | 25 |
| partnership or foreign limited partnership organized under |
|
|
|
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|
| 1 |
| or subject to the provisions of this Act until the | 2 |
| delinquency is satisfied. | 3 |
| (e) If a limited partnership or foreign limited partnership | 4 |
| fails to provide the Federal Employer Identification Number | 5 |
| within the time period prescribed by this Section, the | 6 |
| Secretary of State may show the limited partnership or foreign | 7 |
| limited partnership as not in good standing in response to | 8 |
| inquiries received from any party regarding a limited | 9 |
| partnership that is delinquent.
| 10 |
| (Source: P.A. 93-967, eff. 1-1-05.) | 11 |
| Section 35. The Co-operative Act is amended by changing | 12 |
| Section 22 as follows:
| 13 |
| (805 ILCS 310/22) (from Ch. 32, par. 326)
| 14 |
| Sec. 22. No corporation or association hereafter organized | 15 |
| or doing
business for profit in this State shall be entitled to | 16 |
| use the term
"Co-operative" as a part of its corporate or other | 17 |
| business name or title
unless it has complied with the | 18 |
| provisions of this Act, except (1) a corporation
or association
| 19 |
| organized under the Business Corporation Act of 1983
General | 20 |
| Not For Profit Corporation Act of
1986 for the purpose of | 21 |
| ownership or administration of residential property on
a | 22 |
| cooperative basis , or (2) a cooperative corporation organized | 23 |
| under the General Not For Profit Corporation Act of 1986 or its | 24 |
| predecessor or successor statutes , or a corporation
or |
|
|
|
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|
| 1 |
| association organized under the Business Corporation
Act of | 2 |
| 1983 for the same purpose . Any corporation
or association | 3 |
| violating the provision of this Section may be enjoined from
| 4 |
| doing business under such name at the instance of any | 5 |
| shareholder of any
association or corporation organized under | 6 |
| this Act.
| 7 |
| (Source: P.A. 90-233, eff. 7-25-97.)
| 8 |
| Section 99. Effective date. This Act takes effect July 1, | 9 |
| 2007.
|
|
|
|
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| 1 |
|
INDEX
| 2 |
|
Statutes amended in order of appearance
|
| 3 |
| 805 ILCS 5/1.11 new |
|
| 4 |
| 805 ILCS 5/1.80 |
from Ch. 32, par. 1.80 |
| 5 |
| 805 ILCS 10/5 |
from Ch. 32, par. 415-5 |
| 6 |
| 805 ILCS 105/101.11 new |
|
| 7 |
| 805 ILCS 105/108.05 |
from Ch. 32, par. 108.05 |
| 8 |
| 805 ILCS 180/5-25 |
|
| 9 |
| 805 ILCS 180/5-46 new |
|
| 10 |
| 805 ILCS 180/5-47 |
|
| 11 |
| 805 ILCS 180/37-40 |
|
| 12 |
| 805 ILCS 206/101 |
|
| 13 |
| 805 ILCS 206/1003 |
|
| 14 |
| 805 ILCS 206/1103 |
|
| 15 |
| 805 ILCS 206/1104 |
|
| 16 |
| 805 ILCS 206/1208 new |
|
| 17 |
| 805 ILCS 215/108 |
|
| 18 |
| 805 ILCS 215/109 |
|
| 19 |
| 805 ILCS 215/114 |
|
| 20 |
| 805 ILCS 215/117 |
|
| 21 |
| 805 ILCS 215/201 |
|
| 22 |
| 805 ILCS 215/210 |
|
| 23 |
| 805 ILCS 215/902 |
|
| 24 |
| 805 ILCS 215/1303 |
|
| 25 |
| 805 ILCS 215/1305 |
|
|
|
|
|
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|
| 1 |
| 805 ILCS 310/22 |
from Ch. 32, par. 326 |
| |
|