Full Text of HB4360 98th General Assembly
HB4360 98TH GENERAL ASSEMBLY |
| | 98TH GENERAL ASSEMBLY
State of Illinois
2013 and 2014 HB4360 Introduced 1/28/2014, by Rep. Thaddeus Jones SYNOPSIS AS INTRODUCED: |
| 805 ILCS 5/4.05 | from Ch. 32, par. 4.05 | 805 ILCS 180/1-10 | | 805 ILCS 180/1-25 | | 805 ILCS 180/35-3 | | 805 ILCS 180/37-40 | | 805 ILCS 180/45-15 | |
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Amends the Business Corporation Act of 1983. Deletes a provision prohibiting the use of "Chicago 2016" in the corporate name without express written consent of the United States Olympic Committee. Amends the Limited Liability Company Act. Makes corresponding changes regarding the use of the term "Chicago 2016". In provisions setting forth exceptions to the prohibition against a limited liability company being formed for the business of insurance, adds an exception for the purpose of carrying on the business of a syndicate or limited syndicate under the Insurance Exchange Article of the Illinois Insurance Code. Includes foreign limited liability companies organized, existing, or subject to the Act in provisions regarding the name of a limited liability company. Sets forth requirements for waiving the right to have the limited liability company's business wound up and terminated. Effective July 1, 2014.
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| | A BILL FOR |
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| 1 | | AN ACT concerning business.
| 2 | | Be it enacted by the People of the State of Illinois,
| 3 | | represented in the General Assembly:
| 4 | | Section 5. The Business Corporation Act of 1983 is amended | 5 | | by changing Section 4.05 as follows:
| 6 | | (805 ILCS 5/4.05) (from Ch. 32, par. 4.05)
| 7 | | Sec. 4.05. Corporate name of domestic or foreign | 8 | | corporation.
| 9 | | (a) The corporate name of a domestic corporation or of a | 10 | | foreign
corporation organized, existing or subject to the | 11 | | provisions of this Act:
| 12 | | (1) Shall contain, separate and apart from any other | 13 | | word or abbreviation
in such name, the word "corporation", | 14 | | "company", "incorporated", or "limited",
or an | 15 | | abbreviation of one of such words, and if the name of a | 16 | | foreign
corporation does not contain, separate and apart | 17 | | from any other word or
abbreviation, one of such words or | 18 | | abbreviations, the corporation shall add
at the end of its | 19 | | name, as a separate word or abbreviation, one of such
words | 20 | | or an abbreviation of one of such words.
| 21 | | (2) Shall not contain any word or phrase which | 22 | | indicates or implies
that the corporation (i) is authorized | 23 | | or empowered to conduct the business of
insurance, |
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| 1 | | assurance, indemnity, or the acceptance of savings | 2 | | deposits; (ii) is
authorized or empowered to conduct the | 3 | | business of banking unless otherwise
permitted by the | 4 | | Commissioner of Banks and Real Estate
pursuant to Section
| 5 | | 46 of the Illinois Banking Act; or (iii) is authorized or | 6 | | empowered to be in
the business of a corporate fiduciary | 7 | | unless otherwise permitted by the
Commissioner of Banks and | 8 | | Real Estate under Section 1-9
of the Corporate
Fiduciary | 9 | | Act. The word "trust", "trustee", or "fiduciary" may be | 10 | | used by a
corporation only if it has first complied with | 11 | | Section 1-9 of the Corporate
Fiduciary Act. The word | 12 | | "bank", "banker" or "banking" may only be used by a
| 13 | | corporation if it has first complied with Section 46 of the | 14 | | Illinois Banking
Act.
| 15 | | (3) Shall be distinguishable upon the records in the | 16 | | office of the
Secretary of State from the name or assumed | 17 | | name of
any
domestic corporation or limited liability | 18 | | company organized under the Limited
Liability Company Act, | 19 | | whether profit or not for profit, existing under any
Act of | 20 | | this State or of the name or assumed name of any foreign | 21 | | corporation
or foreign limited liability company | 22 | | registered under the Limited Liability
Company Act, | 23 | | whether profit or not for
profit, authorized to transact | 24 | | business in this State, or a name the
exclusive right to | 25 | | which is, at the time, reserved or registered in the
manner | 26 | | provided in this Act or Section 1-15 of the Limited |
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| 1 | | Liability Company
Act, except that, subject to the | 2 | | discretion of the
Secretary of State, a foreign corporation | 3 | | that has a name prohibited by
this paragraph may be issued | 4 | | a certificate of authority to transact
business in this | 5 | | State, if the foreign corporation:
| 6 | | (i) Elects to adopt an assumed corporate name or | 7 | | names in accordance
with Section 4.15 of this Act; and
| 8 | | (ii) Agrees in its application for a certificate of | 9 | | authority to
transact business in this State only under | 10 | | such assumed corporate name
or names.
| 11 | | (4) Shall contain the word "trust", if it be a domestic | 12 | | corporation
organized for the purpose of accepting and | 13 | | executing trusts, shall contain
the word "pawners", if it | 14 | | be a domestic corporation organized as a pawners'
society, | 15 | | and shall contain the word "cooperative", if it be a | 16 | | domestic
corporation organized as a cooperative | 17 | | association for pecuniary profit.
| 18 | | (5) Shall not contain a word or phrase, or an | 19 | | abbreviation or derivation
thereof, the use of which is | 20 | | prohibited or restricted by any other statute
of this State | 21 | | unless such restriction has been complied with.
| 22 | | (6) Shall consist of letters of the English alphabet, | 23 | | Arabic or Roman
numerals, or symbols capable of being | 24 | | readily reproduced by the office of
the Secretary of State.
| 25 | | (7) Shall be the name under which the corporation shall | 26 | | transact business
in this State unless the corporation |
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| 1 | | shall also elect to adopt an assumed
corporate name or | 2 | | names as provided in this Act; provided, however, that
the | 3 | | corporation may use any divisional designation or trade | 4 | | name without
complying with the requirements of this Act, | 5 | | provided the corporation also
clearly discloses its | 6 | | corporate name.
| 7 | | (8) (Blank).
| 8 | | (9) Shall not, as to any corporation organized or | 9 | | amending its corporate name on or after the effective date | 10 | | of this amendatory Act of the 96th General Assembly, | 11 | | without the express written consent of the United States | 12 | | Olympic Committee, contain the words: (i) "Olympic"; (ii) | 13 | | "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v) | 14 | | "Citius Altius Fortius"; or (vi) "CHICOG" ; or (vii) | 15 | | "Chicago 2016" . | 16 | | (b) The Secretary of State shall determine whether a name | 17 | | is
"distinguishable" from another name for purposes of this | 18 | | Act. Without
excluding other names which may not constitute | 19 | | distinguishable names in
this State, a name is not considered | 20 | | distinguishable, for purposes of this
Act, solely because it | 21 | | contains one or more of the following:
| 22 | | (1) the word "corporation", "company", "incorporated", | 23 | | or "limited",
"limited liability" or
an abbreviation of one | 24 | | of such words;
| 25 | | (2) articles, conjunctions, contractions, | 26 | | abbreviations, different tenses
or number of the same word;
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| 1 | | (c) Nothing in this Section or Sections 4.15 or 4.20 shall:
| 2 | | (1) Require any domestic corporation existing or any | 3 | | foreign
corporation having a certificate of authority on | 4 | | the effective date of this
Act, to modify or otherwise | 5 | | change its corporate name or assumed corporate
name, if | 6 | | any.
| 7 | | (2) Abrogate or limit the common law or statutory law | 8 | | of unfair
competition or unfair trade practices, nor | 9 | | derogate from the common law or
principles of equity or the | 10 | | statutes of this State or of the United States
with respect | 11 | | to the right to acquire and protect copyrights, trade | 12 | | names,
trade marks, service names, service marks, or any | 13 | | other right to the
exclusive use of names or symbols.
| 14 | | (Source: P.A. 96-7, eff. 4-3-09.)
| 15 | | Section 10. The Limited Liability Company Act is amended by | 16 | | changing Sections 1-10, 1-25, 35-3, 37-40, and 45-15 as | 17 | | follows:
| 18 | | (805 ILCS 180/1-10)
| 19 | | Sec. 1-10. Limited liability company name.
| 20 | | (a) The name of each limited liability company or foreign | 21 | | limited liability company organized, existing, or subject to | 22 | | the provisions of this Act as set
forth in its articles of | 23 | | organization :
| 24 | | (1) shall contain the terms "limited liability
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| 1 | | company", "L.L.C.", or "LLC", or, if organized as a | 2 | | low-profit limited liability company under Section 1-26 of | 3 | | this Act, shall contain the term "L3C";
| 4 | | (2) may not contain a word or phrase, or an
| 5 | | abbreviation or derivation thereof, the use of which is
| 6 | | prohibited or restricted by any other statute of this
State | 7 | | unless the restriction has been complied with;
| 8 | | (3) shall consist of letters of the English
alphabet, | 9 | | Arabic or Roman numerals, or symbols capable
of being | 10 | | readily reproduced by the Office of the
Secretary of State;
| 11 | | (4) shall not contain any of the following terms:
| 12 | | "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.,"
| 13 | | "Co.," "Limited Partnership" or "L.P.";
| 14 | | (5) shall be the name under which the limited
liability | 15 | | company transacts business in this State
unless the limited | 16 | | liability company also elects to
adopt an assumed name or | 17 | | names as provided in this Act;
provided, however, that the | 18 | | limited liability company
may use any divisional | 19 | | designation or trade name without
complying with the | 20 | | requirements of this Act, provided
the limited liability | 21 | | company also clearly discloses its
name;
| 22 | | (6) shall not contain any word or phrase that indicates | 23 | | or implies that
the limited liability company is authorized | 24 | | or empowered to be in the business
of a corporate fiduciary | 25 | | unless otherwise permitted by the Commissioner of the
| 26 | | Office of Banks and Real Estate under Section 1-9 of the |
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| 1 | | Corporate Fiduciary
Act. The word "trust", "trustee", or | 2 | | "fiduciary" may be used by a limited
liability company only | 3 | | if it has first complied with Section 1-9 of the
Corporate | 4 | | Fiduciary Act;
| 5 | | (7) shall contain the word "trust", if it is a limited | 6 | | liability company
organized for the purpose of accepting | 7 | | and executing trusts; and
| 8 | | (8) shall not, as to any limited liability company | 9 | | organized or amending its company name on or after April 3, | 10 | | 2009 (the effective date of Public Act 96-7), without the | 11 | | express written consent of the United States Olympic | 12 | | Committee, contain the words: (i) "Olympic"; (ii) | 13 | | "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v) | 14 | | "Citius Altius Fortius"; or (vi) "CHICOG" ; or (vii) | 15 | | "Chicago 2016" . | 16 | | (b) Nothing in this Section or Section 1-20 shall
abrogate | 17 | | or limit the common law or statutory law of unfair
competition | 18 | | or unfair trade practices, nor derogate from the
common law or | 19 | | principles of equity or the statutes of this
State or of the | 20 | | United States of America with respect to the
right to acquire | 21 | | and protect copyrights, trade names,
trademarks, service | 22 | | marks, service names, or any other right
to the exclusive use | 23 | | of names or symbols.
| 24 | | (c) (Blank).
| 25 | | (d) The name shall be distinguishable upon the records
in | 26 | | the Office of the Secretary of State from all of the following:
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| 1 | | (1) Any limited liability company that has
articles of | 2 | | organization filed with the Secretary of
State under | 3 | | Section 5-5.
| 4 | | (2) Any foreign limited liability company admitted
to | 5 | | transact business in this State.
| 6 | | (3) Any name for which an exclusive right has been
| 7 | | reserved in the Office of the Secretary of State
under | 8 | | Section 1-15.
| 9 | | (4) Any assumed name that is registered with the
| 10 | | Secretary of State under Section 1-20.
| 11 | | (5) Any corporate name or assumed corporate name of a | 12 | | domestic or
foreign corporation subject to the provisions | 13 | | of Section 4.05 of the
Business Corporation Act of 1983
or | 14 | | Section 104.05 of the General Not For Profit Corporation | 15 | | Act of 1986.
| 16 | | (e) The provisions of subsection (d) of this Section
shall | 17 | | not apply if the organizer files with the Secretary of
State a | 18 | | certified copy of a final decree of a court of
competent | 19 | | jurisdiction establishing the prior right of the
applicant to | 20 | | the use of that name in this State.
| 21 | | (f) The Secretary of State shall determine whether a
name | 22 | | is "distinguishable" from another name for the purposes
of this | 23 | | Act. Without excluding other names that may not
constitute | 24 | | distinguishable names in this State, a name is not
considered | 25 | | distinguishable, for purposes of this Act, solely
because it | 26 | | contains one or more of the following:
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| 1 | | (1) The word "limited", "liability" or "company"
or an | 2 | | abbreviation of one of those words.
| 3 | | (2) Articles, conjunctions, contractions,
| 4 | | abbreviations, or different tenses or number of the same
| 5 | | word.
| 6 | | (Source: P.A. 96-7, eff. 4-3-09; 96-126, eff. 1-1-10; 96-1000, | 7 | | eff. 7-2-10.)
| 8 | | (805 ILCS 180/1-25)
| 9 | | Sec. 1-25. Nature of business. A limited liability company | 10 | | may be formed
for any lawful purpose or business except:
| 11 | | (1) (blank);
| 12 | | (2) insurance unless (i) , for the purpose of carrying | 13 | | on business as a member
of a group , including incorporated | 14 | | and individual unincorporated underwriters, and
the | 15 | | Director of Insurance finds that the group meets the | 16 | | requirements of
subsection (3) of Section 86 of the | 17 | | Illinois Insurance Code and the limited
liability company, | 18 | | if insolvent, is subject to liquidation by the Director of
| 19 | | Insurance under Article XIII of the Illinois Insurance Code | 20 | | or (ii) for the purpose of carrying on the business of a | 21 | | syndicate or limited syndicate under Article V 1/2 of the | 22 | | Illinois Insurance Code ;
| 23 | | (3) the practice of dentistry unless all the members | 24 | | and managers are
licensed as dentists under the Illinois | 25 | | Dental Practice Act; or
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| 1 | | (4) the practice of medicine unless all the managers, | 2 | | if any, are
licensed to practice medicine under the Medical | 3 | | Practice Act of 1987 and each
member is either:
| 4 | | (A) licensed to practice medicine under the | 5 | | Medical Practice Act of
1987; or
| 6 | | (B) a registered medical corporation or | 7 | | corporations organized pursuant
to the Medical | 8 | | Corporation Act; or
| 9 | | (C) a professional corporation organized pursuant | 10 | | to the Professional
Service Corporation Act of | 11 | | physicians licensed to practice under the Medical | 12 | | Practice Act of 1987; or
| 13 | | (D) a limited liability company that satisfies the | 14 | | requirements of
subparagraph (A), (B), or (C).
| 15 | | (Source: P.A. 95-331, eff. 8-21-07; 95-738, eff. 1-1-09.)
| 16 | | (805 ILCS 180/35-3)
| 17 | | Sec. 35-3. Limited liability company continues after | 18 | | dissolution.
| 19 | | (a) Subject to subsections (b) and (c) of this
Section, a | 20 | | limited liability company
continues after
dissolution only for | 21 | | the purpose of winding up its business.
| 22 | | (b) At any time after the dissolution of a limited | 23 | | liability company and
before the winding up of its business is | 24 | | completed, the members, including a
dissociated member whose | 25 | | dissociation caused the dissolution, may unanimously
waive the |
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| 1 | | right to have the company's business wound up and the company
| 2 | | terminated. Any such waiver shall take effect upon In that | 3 | | case :
| 4 | | (1) (blank); the limited liability company resumes | 5 | | carrying on its business as if
dissolution had never | 6 | | occurred and any liability incurred by the
company or a | 7 | | member after the dissolution and before the waiver is | 8 | | determined
as if the dissolution had never occurred; and
| 9 | | (2) (blank); the rights of a third party accruing under | 10 | | subsection (a) of Section
35-7 or arising
out of conduct in | 11 | | reliance on the dissolution before the third party knew
or | 12 | | received a notification of the waiver are not adversely | 13 | | affected. | 14 | | (3) the filing with the Secretary of State by the | 15 | | limited liability company of all reports then due and | 16 | | theretofore becoming due; | 17 | | (4) the payment to the Secretary of State by the | 18 | | limited liability company of all fees and penalties then | 19 | | due and theretofore becoming due; and
| 20 | | (5) the filing of articles of revocation of dissolution | 21 | | setting forth: | 22 | | (A) the name of the limited liability company at | 23 | | the time of filing the articles of dissolution; | 24 | | (B) if the name is not available for use as | 25 | | determined by the Secretary of State at the time of | 26 | | filing the articles of revocation of dissolution, the |
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| 1 | | name of the limited liability company as changed, | 2 | | provided that any change of name is properly effected | 3 | | under Section 1-10 and Section 5-25 of this Act; | 4 | | (C) the effective date of the dissolution that was | 5 | | revoked; | 6 | | (D) the date that the revocation of dissolution was | 7 | | authorized; | 8 | | (E) a statement that the members have unanimously | 9 | | waived the right to have the company's business wound | 10 | | up and the company terminated; and | 11 | | (F) the address, including street and number or | 12 | | rural route number, of the registered office of the | 13 | | limited liability company upon revocation of | 14 | | dissolution and the name of its registered agent at | 15 | | that address upon the revocation of dissolution of the | 16 | | limited liability company, provided that any change | 17 | | from either the registered office or the registered | 18 | | agent at the time of dissolution is properly reported | 19 | | under Section 1-35 of this Act. | 20 | | Upon compliance with the provisions of this subsection, the | 21 | | Secretary of State shall file the articles of revocation of | 22 | | dissolution. Upon filing of the articles of revocation of | 23 | | dissolution: | 24 | | (i) the limited liability company resumes carrying on | 25 | | its business as if dissolution had never occurred, and any | 26 | | liability incurred by the limited liability company or a |
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| 1 | | member after the dissolution and before the waiver is | 2 | | determined as if the dissolution had never occurred; and | 3 | | (ii) the rights of a third party accruing under | 4 | | subsection (a) of Section 35-7 or arising out of conduct in | 5 | | reliance on the dissolution before the third party knew or | 6 | | received a notification of the waiver are not adversely | 7 | | affected. | 8 | | (c) Unless otherwise provided in the articles of | 9 | | organization or the
operating
agreement, the limited liability | 10 | | company is not dissolved and is not required
to be wound up if:
| 11 | | (1) within 6 months or such period as is provided for | 12 | | in the articles of
organization or the operating agreement | 13 | | after the occurrence of the event that
caused the | 14 | | dissociation of the last remaining member, the personal
| 15 | | representative of the last remaining member agrees in | 16 | | writing to continue the
limited liability company until the | 17 | | admission of the personal representative of
that member or | 18 | | its nominee or designee to the limited liability company as | 19 | | a
member, effective as of the occurrence of the event that | 20 | | caused the
dissociation of the last remaining member, | 21 | | provided that the articles of
organization or the operating | 22 | | agreement may provide that the personal
representative of | 23 | | the last remaining member shall be
obligated to agree in | 24 | | writing to continue the limited liability company and to
| 25 | | the
admission of the personal representative of that member | 26 | | or its nominee or
designee to the limited liability company |
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| 1 | | as a member, effective as of the
occurrence of the event | 2 | | that caused the dissociation of the last remaining
member;
| 3 | | or
| 4 | | (2) a member is admitted to the limited liability | 5 | | company in the manner
provided for in the articles of | 6 | | organization or the operating agreement,
effective as of | 7 | | the occurrence of the event that caused the dissociation of | 8 | | the
last remaining member, within 6 months or such other | 9 | | period as is provided for
in the operating agreement after | 10 | | the occurrence of the event that caused the
dissociation of | 11 | | the last remaining member, pursuant to a provision of the
| 12 | | articles of organization or the operating agreement that | 13 | | specifically provides
for the admission of a member to the | 14 | | limited liability company after there is
no longer a | 15 | | remaining member of the limited liability company.
| 16 | | (Source: P.A. 93-59, eff. 7-1-03.)
| 17 | | (805 ILCS 180/37-40) | 18 | | Sec. 37-40. Series of members, managers or limited | 19 | | liability company interests. | 20 | | (a) An operating agreement may establish or provide for the | 21 | | establishment of designated series of members, managers or | 22 | | limited liability company interests having separate rights, | 23 | | powers or duties with respect to specified property or | 24 | | obligations of the limited liability company or profits and | 25 | | losses associated with specified property or obligations, and |
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| 1 | | to the extent provided in the operating agreement, any such | 2 | | series may have a separate business purpose or investment | 3 | | objective.
| 4 | | (b) Notwithstanding anything to the contrary set forth in | 5 | | this Section or under other applicable law, in the event that | 6 | | an operating agreement creates one or more series, and if | 7 | | separate and distinct records are maintained for any such | 8 | | series and the assets associated with any such series are held | 9 | | (directly or indirectly, including through a nominee or | 10 | | otherwise) and accounted for separately from the other assets | 11 | | of the limited liability company, or any other series thereof, | 12 | | and if the operating agreement so provides, and notice of the | 13 | | limitation on liabilities of a series as referenced in this | 14 | | subsection is set forth in the articles of organization of the | 15 | | limited liability company and if the limited liability company | 16 | | has filed a certificate of designation for each series which is | 17 | | to have limited liability under this Section, then the debts, | 18 | | liabilities and obligations incurred, contracted for or | 19 | | otherwise existing with respect to a particular series shall be | 20 | | enforceable against the assets of such series only, and not | 21 | | against the assets of the limited liability company generally | 22 | | or any other series thereof, and unless otherwise provided in | 23 | | the operating agreement, none of the debts, liabilities, | 24 | | obligations and expenses incurred, contracted for or otherwise | 25 | | existing with respect to the limited liability company | 26 | | generally or any other series thereof shall be enforceable |
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| 1 | | against the assets of such series. The fact that the articles | 2 | | of organization contain the foregoing notice of the limitation | 3 | | on liabilities of a series and a certificate of designation for | 4 | | a series is on file in the Office of the Secretary of State | 5 | | shall constitute notice of such limitation on liabilities of a | 6 | | series. A series with limited liability shall be treated as a | 7 | | separate entity to the extent set forth in the articles of | 8 | | organization. Each series with limited liability may, in its | 9 | | own name, contract, hold title to assets, grant security | 10 | | interests, sue and be sued and otherwise conduct business and | 11 | | exercise the powers of a limited liability company under this | 12 | | Act. The limited liability company and any of its series may | 13 | | elect to consolidate their operations as a single taxpayer to | 14 | | the extent permitted under applicable law, elect to work | 15 | | cooperatively, elect to contract jointly or elect to be treated | 16 | | as a single business for purposes of qualification to do | 17 | | business in this or any other state. Such elections shall not | 18 | | affect the limitation of liability set forth in this Section | 19 | | except to the extent that the series have specifically accepted | 20 | | joint liability by contract.
| 21 | | (c) Except in the case of a foreign limited liability | 22 | | company that has adopted an assumed name pursuant to Section | 23 | | 45-15, the name of the series with limited liability must | 24 | | commence with contain the entire name of the limited liability | 25 | | company , as set forth in its articles of incorporation, and be | 26 | | distinguishable from the names of the other series set forth in |
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| 1 | | the articles of organization.
In the case of a foreign limited | 2 | | liability company that has adopted an assumed name pursuant to | 3 | | Section 45-15, the name of the series with limited liability | 4 | | must commence with contain the entire name , as set forth in the | 5 | | foreign limited liability company's assumed name application, | 6 | | under which the foreign limited liability company has been | 7 | | admitted to transact business in this State.
| 8 | | (d) Upon the filing of the certificate of designation with | 9 | | the Secretary of State setting forth the name of each series | 10 | | with limited liability, the series' existence shall begin, and | 11 | | each of the duplicate copies stamped "Filed" and marked with | 12 | | the filing date shall be conclusive evidence, except as against | 13 | | the State, that all conditions precedent required to be | 14 | | performed have been complied with and that the series has been | 15 | | or shall be legally organized and formed under this Act. If | 16 | | different from the limited liability company, the certificate | 17 | | of designation for each series shall list the names of the | 18 | | members if the series is member managed or the names of the | 19 | | managers if the series is manager managed. The name of a series | 20 | | with limited liability under subsection (b) of this Section may | 21 | | be changed by filing with the Secretary of State a certificate | 22 | | of designation identifying the series whose name is being | 23 | | changed and the new name of such series. If not the same as the | 24 | | limited liability company, the names of the members of a member | 25 | | managed series or of the managers of a manager managed series | 26 | | may be changed by filing a new certificate of designation with |
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| 1 | | the Secretary of State. A series with limited liability under | 2 | | subsection (b) of this Section may be dissolved by filing with | 3 | | the Secretary of State a certificate of designation identifying | 4 | | the series being dissolved or by the dissolution of the limited | 5 | | liability company as provided in subsection (m) of this | 6 | | Section. Certificates of designation may be executed by the | 7 | | limited liability company or any manager, person or entity | 8 | | designated in the operating agreement for the limited liability | 9 | | company.
| 10 | | (e) A series of a limited liability company will be deemed | 11 | | to be in good standing as long as the limited liability company | 12 | | is in good standing.
| 13 | | (f) The registered agent and registered office for the | 14 | | limited liability company in Illinois shall serve as the agent | 15 | | and office for service of process in Illinois for each series.
| 16 | | (g) An operating agreement may provide for classes or | 17 | | groups of members or managers associated with a series having | 18 | | such relative rights, powers and duties as the operating | 19 | | agreement may provide, and may make provision for the future | 20 | | creation of additional classes or groups of members or managers | 21 | | associated with the series having such relative rights, powers | 22 | | and duties as may from time to time be established, including | 23 | | rights, powers and duties senior to existing classes and groups | 24 | | of members or managers associated with the series.
| 25 | | (h) A series may be managed by either the member or members | 26 | | associated with the series or by a manager or managers chosen |
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| 1 | | by the members of such series, as provided in the operating | 2 | | agreement. Unless otherwise provided in an operating | 3 | | agreement, the management of a series shall be vested in the | 4 | | members associated with such series.
| 5 | | (i) An operating agreement may grant to all or certain | 6 | | identified members or managers or a specified class or group of | 7 | | the members or managers associated with a series the right to | 8 | | vote separately or with all or any class or group of the | 9 | | members or managers associated with the series, on any matter. | 10 | | An operating agreement may provide that any member or class or | 11 | | group of members associated with a series shall have no voting | 12 | | rights.
| 13 | | (j) Except to the extent modified in this Section, the | 14 | | provisions of this Act which are generally applicable to | 15 | | limited liability companies, their managers, members and | 16 | | transferees shall be applicable to each particular series with | 17 | | respect to the operation of such series.
| 18 | | (k) Except as otherwise provided in an operating agreement, | 19 | | any event under this Act or in an operating agreement that | 20 | | causes a manager to cease to be a manager with respect to a | 21 | | series shall not, in itself, cause such manager to cease to be | 22 | | a manager of the limited liability company or with respect to | 23 | | any other series thereof.
| 24 | | (l) Except as otherwise provided in an operating agreement, | 25 | | any event under this Act or an operating agreement that causes | 26 | | a member to cease to be associated with a series shall not, in |
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| 1 | | itself, cause such member to cease to be associated with any | 2 | | other series or terminate the continued membership of a member | 3 | | in the limited liability company or cause the termination of | 4 | | the series, regardless of whether such member was the last | 5 | | remaining member associated with such series.
| 6 | | (m) Except to the extent otherwise provided in the | 7 | | operating agreement, a series may be dissolved and its affairs | 8 | | wound up without causing the dissolution of the limited | 9 | | liability company. The dissolution of a series established in | 10 | | accordance with subsection (b) of this Section shall not affect | 11 | | the limitation on liabilities of such series provided by | 12 | | subsection (b) of this Section. A series is terminated and its | 13 | | affairs shall be wound up upon the dissolution of the limited | 14 | | liability company under Article 35 of this Act.
| 15 | | (n) If a limited liability company with the ability to | 16 | | establish series does not register to do business in a foreign | 17 | | jurisdiction for itself and certain of its series, a series of | 18 | | a limited liability company may itself register to do business | 19 | | as a limited liability company in the foreign jurisdiction in | 20 | | accordance with the laws of the foreign jurisdiction.
| 21 | | (o) If a foreign limited liability company, as permitted in | 22 | | the jurisdiction of its organization, has established a series | 23 | | having separate rights, powers or duties and has limited the | 24 | | liabilities of such series so that the debts, liabilities and | 25 | | obligations incurred, contracted for or otherwise existing | 26 | | with respect to a particular series are enforceable against the |
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| 1 | | assets of such series only, and not against the assets of the | 2 | | limited liability company generally or any other series | 3 | | thereof, or so that the debts, liabilities, obligations and | 4 | | expenses incurred, contracted for or otherwise existing with | 5 | | respect to the limited liability company generally or any other | 6 | | series thereof are not enforceable against the assets of such | 7 | | series, then the limited liability company, on behalf of itself | 8 | | or any of its series, or any of its series on their own behalf | 9 | | may register to do business in the State in accordance with | 10 | | Section 45-5 of this Act. The limitation of liability shall be | 11 | | so stated on the application for admission as a foreign limited | 12 | | liability company and a certificate of designation shall be | 13 | | filed for each series being registered to do business in the | 14 | | State by the limited liability company. Unless otherwise | 15 | | provided in the operating agreement, the debts, liabilities and | 16 | | obligations incurred, contracted for or otherwise existing | 17 | | with respect to a particular series of such a foreign limited | 18 | | liability company shall be enforceable against the assets of | 19 | | such series only, and not against the assets of the foreign | 20 | | limited liability company generally or any other series thereof | 21 | | and none of the debts, liabilities, obligations and expenses | 22 | | incurred, contracted for or otherwise existing with respect to | 23 | | such a foreign limited liability company generally or any other | 24 | | series thereof shall be enforceable against the assets of such | 25 | | series.
| 26 | | (Source: P.A. 94-607, eff. 8-16-05; 95-368, eff. 8-23-07.)
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| 1 | | (805 ILCS 180/45-15)
| 2 | | Sec. 45-15. Name. A foreign limited liability
company may | 3 | | be admitted to transact business in this State
under any name | 4 | | (whether or not it is the name under which it
is formed in the | 5 | | jurisdiction of its formation) that complies with the | 6 | | provisions of Section 1-10 would be
available to a limited | 7 | | liability company . However,
if the name is different from the | 8 | | name under which it is
formed in its jurisdiction of | 9 | | organization, the foreign
limited liability company shall also | 10 | | file an assumed name
application in accordance with Section | 11 | | 1-20.
| 12 | | (Source: P.A. 87-1062.)
| 13 | | Section 99. Effective date. This Act takes effect July 1, | 14 | | 2014.
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