Full Text of HB4360 098th General Assembly
HB4360enr 98TH GENERAL ASSEMBLY |
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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, 35-3, 37-40, and 45-15 as follows:
| 17 | | (805 ILCS 180/1-10)
| 18 | | Sec. 1-10. Limited liability company name.
| 19 | | (a) The name of each limited liability company or foreign | 20 | | limited liability company organized, existing, or subject to | 21 | | the provisions of this Act as set
forth in its articles of | 22 | | organization :
| 23 | | (1) shall contain the terms "limited liability
| 24 | | company", "L.L.C.", or "LLC", or, if organized as a |
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| 1 | | low-profit limited liability company under Section 1-26 of | 2 | | this Act, shall contain the term "L3C";
| 3 | | (2) may not contain a word or phrase, or an
| 4 | | abbreviation or derivation thereof, the use of which is
| 5 | | prohibited or restricted by any other statute of this
State | 6 | | unless the restriction has been complied with;
| 7 | | (3) shall consist of letters of the English
alphabet, | 8 | | Arabic or Roman numerals, or symbols capable
of being | 9 | | readily reproduced by the Office of the
Secretary of State;
| 10 | | (4) shall not contain any of the following terms:
| 11 | | "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.,"
| 12 | | "Co.," "Limited Partnership" or "L.P.";
| 13 | | (5) shall be the name under which the limited
liability | 14 | | company transacts business in this State
unless the limited | 15 | | liability company also elects to
adopt an assumed name or | 16 | | names as provided in this Act;
provided, however, that the | 17 | | limited liability company
may use any divisional | 18 | | designation or trade name without
complying with the | 19 | | requirements of this Act, provided
the limited liability | 20 | | company also clearly discloses its
name;
| 21 | | (6) shall not contain any word or phrase that indicates | 22 | | or implies that
the limited liability company is authorized | 23 | | or empowered to be in the business
of a corporate fiduciary | 24 | | unless otherwise permitted by the Commissioner of the
| 25 | | Office of Banks and Real Estate under Section 1-9 of the | 26 | | Corporate Fiduciary
Act. The word "trust", "trustee", or |
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| 1 | | "fiduciary" may be used by a limited
liability company only | 2 | | if it has first complied with Section 1-9 of the
Corporate | 3 | | Fiduciary Act;
| 4 | | (7) shall contain the word "trust", if it is a limited | 5 | | liability company
organized for the purpose of accepting | 6 | | and executing trusts; and
| 7 | | (8) shall not, as to any limited liability company | 8 | | organized or amending its company name on or after April 3, | 9 | | 2009 (the effective date of Public Act 96-7), without the | 10 | | express written consent of the United States Olympic | 11 | | Committee, contain the words: (i) "Olympic"; (ii) | 12 | | "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v) | 13 | | "Citius Altius Fortius"; or (vi) "CHICOG" ; or (vii) | 14 | | "Chicago 2016" . | 15 | | (b) Nothing in this Section or Section 1-20 shall
abrogate | 16 | | or limit the common law or statutory law of unfair
competition | 17 | | or unfair trade practices, nor derogate from the
common law or | 18 | | principles of equity or the statutes of this
State or of the | 19 | | United States of America with respect to the
right to acquire | 20 | | and protect copyrights, trade names,
trademarks, service | 21 | | marks, service names, or any other right
to the exclusive use | 22 | | of names or symbols.
| 23 | | (c) (Blank).
| 24 | | (d) The name shall be distinguishable upon the records
in | 25 | | the Office of the Secretary of State from all of the following:
| 26 | | (1) Any limited liability company that has
articles of |
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| 1 | | organization filed with the Secretary of
State under | 2 | | Section 5-5.
| 3 | | (2) Any foreign limited liability company admitted
to | 4 | | transact business in this State.
| 5 | | (3) Any name for which an exclusive right has been
| 6 | | reserved in the Office of the Secretary of State
under | 7 | | Section 1-15.
| 8 | | (4) Any assumed name that is registered with the
| 9 | | Secretary of State under Section 1-20.
| 10 | | (5) Any corporate name or assumed corporate name of a | 11 | | domestic or
foreign corporation subject to the provisions | 12 | | of Section 4.05 of the
Business Corporation Act of 1983
or | 13 | | Section 104.05 of the General Not For Profit Corporation | 14 | | Act of 1986.
| 15 | | (e) The provisions of subsection (d) of this Section
shall | 16 | | not apply if the organizer files with the Secretary of
State a | 17 | | certified copy of a final decree of a court of
competent | 18 | | jurisdiction establishing the prior right of the
applicant to | 19 | | the use of that name in this State.
| 20 | | (f) The Secretary of State shall determine whether a
name | 21 | | is "distinguishable" from another name for the purposes
of this | 22 | | Act. Without excluding other names that may not
constitute | 23 | | distinguishable names in this State, a name is not
considered | 24 | | distinguishable, for purposes of this Act, solely
because it | 25 | | contains one or more of the following:
| 26 | | (1) The word "limited", "liability" or "company"
or an |
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| 1 | | abbreviation of one of those words.
| 2 | | (2) Articles, conjunctions, contractions,
| 3 | | abbreviations, or different tenses or number of the same
| 4 | | word.
| 5 | | (Source: P.A. 96-7, eff. 4-3-09; 96-126, eff. 1-1-10; 96-1000, | 6 | | eff. 7-2-10.)
| 7 | | (805 ILCS 180/35-3)
| 8 | | Sec. 35-3. Limited liability company continues after | 9 | | dissolution.
| 10 | | (a) Subject to subsections (b) and (c) of this
Section, a | 11 | | limited liability company
continues after
dissolution only for | 12 | | the purpose of winding up its business.
| 13 | | (b) At any time after the dissolution of a limited | 14 | | liability company and
before the winding up of its business is | 15 | | completed, the members, including a
dissociated member whose | 16 | | dissociation caused the dissolution, may unanimously
waive the | 17 | | right to have the company's business wound up and the company
| 18 | | terminated. Any such waiver shall take effect upon In that | 19 | | case :
| 20 | | (1) (blank); the limited liability company resumes | 21 | | carrying on its business as if
dissolution had never | 22 | | occurred and any liability incurred by the
company or a | 23 | | member after the dissolution and before the waiver is | 24 | | determined
as if the dissolution had never occurred; and
| 25 | | (2) (blank); the rights of a third party accruing under |
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| 1 | | subsection (a) of Section
35-7 or arising
out of conduct in | 2 | | reliance on the dissolution before the third party knew
or | 3 | | received a notification of the waiver are not adversely | 4 | | affected. | 5 | | (3) the filing with the Secretary of State by the | 6 | | limited liability company of all reports then due and | 7 | | theretofore becoming due; | 8 | | (4) the payment to the Secretary of State by the | 9 | | limited liability company of all fees and penalties then | 10 | | due and theretofore becoming due; and
| 11 | | (5) the filing of articles of revocation of dissolution | 12 | | setting forth: | 13 | | (A) the name of the limited liability company at | 14 | | the time of filing the articles of dissolution; | 15 | | (B) if the name is not available for use as | 16 | | determined by the Secretary of State at the time of | 17 | | filing the articles of revocation of dissolution, the | 18 | | name of the limited liability company as changed, | 19 | | provided that any change of name is properly effected | 20 | | under Section 1-10 and Section 5-25 of this Act; | 21 | | (C) the effective date of the dissolution that was | 22 | | revoked; | 23 | | (D) the date that the revocation of dissolution was | 24 | | authorized; | 25 | | (E) a statement that the members have unanimously | 26 | | waived the right to have the company's business wound |
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| 1 | | up and the company terminated; and | 2 | | (F) the address, including street and number or | 3 | | rural route number, of the registered office of the | 4 | | limited liability company upon revocation of | 5 | | dissolution and the name of its registered agent at | 6 | | that address upon the revocation of dissolution of the | 7 | | limited liability company, provided that any change | 8 | | from either the registered office or the registered | 9 | | agent at the time of dissolution is properly reported | 10 | | under Section 1-35 of this Act. | 11 | | Upon compliance with the provisions of this subsection, the | 12 | | Secretary of State shall file the articles of revocation of | 13 | | dissolution. Upon filing of the articles of revocation of | 14 | | dissolution: | 15 | | (i) the limited liability company resumes carrying on | 16 | | its business as if dissolution had never occurred, and any | 17 | | liability incurred by the limited liability company or a | 18 | | member after the dissolution and before the waiver is | 19 | | determined as if the dissolution had never occurred; and | 20 | | (ii) the rights of a third party accruing under | 21 | | subsection (a) of Section 35-7 or arising out of conduct in | 22 | | reliance on the dissolution before the third party knew or | 23 | | received a notification of the waiver are not adversely | 24 | | affected. | 25 | | (c) Unless otherwise provided in the articles of | 26 | | organization or the
operating
agreement, the limited liability |
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| 1 | | company is not dissolved and is not required
to be wound up if:
| 2 | | (1) within 6 months or such period as is provided for | 3 | | in the articles of
organization or the operating agreement | 4 | | after the occurrence of the event that
caused the | 5 | | dissociation of the last remaining member, the personal
| 6 | | representative of the last remaining member agrees in | 7 | | writing to continue the
limited liability company until the | 8 | | admission of the personal representative of
that member or | 9 | | its nominee or designee to the limited liability company as | 10 | | a
member, effective as of the occurrence of the event that | 11 | | caused the
dissociation of the last remaining member, | 12 | | provided that the articles of
organization or the operating | 13 | | agreement may provide that the personal
representative of | 14 | | the last remaining member shall be
obligated to agree in | 15 | | writing to continue the limited liability company and to
| 16 | | the
admission of the personal representative of that member | 17 | | or its nominee or
designee to the limited liability company | 18 | | as a member, effective as of the
occurrence of the event | 19 | | that caused the dissociation of the last remaining
member;
| 20 | | or
| 21 | | (2) a member is admitted to the limited liability | 22 | | company in the manner
provided for in the articles of | 23 | | organization or the operating agreement,
effective as of | 24 | | the occurrence of the event that caused the dissociation of | 25 | | the
last remaining member, within 6 months or such other | 26 | | period as is provided for
in the operating agreement after |
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| 1 | | the occurrence of the event that caused the
dissociation of | 2 | | the last remaining member, pursuant to a provision of the
| 3 | | articles of organization or the operating agreement that | 4 | | specifically provides
for the admission of a member to the | 5 | | limited liability company after there is
no longer a | 6 | | remaining member of the limited liability company.
| 7 | | (Source: P.A. 93-59, eff. 7-1-03.)
| 8 | | (805 ILCS 180/37-40) | 9 | | Sec. 37-40. Series of members, managers or limited | 10 | | liability company interests. | 11 | | (a) An operating agreement may establish or provide for the | 12 | | establishment of designated series of members, managers or | 13 | | limited liability company interests having separate rights, | 14 | | powers or duties with respect to specified property or | 15 | | obligations of the limited liability company or profits and | 16 | | losses associated with specified property or obligations, and | 17 | | to the extent provided in the operating agreement, any such | 18 | | series may have a separate business purpose or investment | 19 | | objective.
| 20 | | (b) Notwithstanding anything to the contrary set forth in | 21 | | this Section or under other applicable law, in the event that | 22 | | an operating agreement creates one or more series, and if | 23 | | separate and distinct records are maintained for any such | 24 | | series and the assets associated with any such series are held | 25 | | (directly or indirectly, including through a nominee or |
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| 1 | | otherwise) and accounted for separately from the other assets | 2 | | of the limited liability company, or any other series thereof, | 3 | | and if the operating agreement so provides, and notice of the | 4 | | limitation on liabilities of a series as referenced in this | 5 | | subsection is set forth in the articles of organization of the | 6 | | limited liability company and if the limited liability company | 7 | | has filed a certificate of designation for each series which is | 8 | | to have limited liability under this Section, then the debts, | 9 | | liabilities and obligations incurred, contracted for or | 10 | | otherwise existing with respect to a particular series shall be | 11 | | enforceable against the assets of such series only, and not | 12 | | against the assets of the limited liability company generally | 13 | | or any other series thereof, and unless otherwise provided in | 14 | | the operating agreement, none of the debts, liabilities, | 15 | | obligations and expenses incurred, contracted for or otherwise | 16 | | existing with respect to the limited liability company | 17 | | generally or any other series thereof shall be enforceable | 18 | | against the assets of such series. The fact that the articles | 19 | | of organization contain the foregoing notice of the limitation | 20 | | on liabilities of a series and a certificate of designation for | 21 | | a series is on file in the Office of the Secretary of State | 22 | | shall constitute notice of such limitation on liabilities of a | 23 | | series. A series with limited liability shall be treated as a | 24 | | separate entity to the extent set forth in the articles of | 25 | | organization. Each series with limited liability may, in its | 26 | | own name, contract, hold title to assets, grant security |
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| 1 | | interests, sue and be sued and otherwise conduct business and | 2 | | exercise the powers of a limited liability company under this | 3 | | Act. The limited liability company and any of its series may | 4 | | elect to consolidate their operations as a single taxpayer to | 5 | | the extent permitted under applicable law, elect to work | 6 | | cooperatively, elect to contract jointly or elect to be treated | 7 | | as a single business for purposes of qualification to do | 8 | | business in this or any other state. Such elections shall not | 9 | | affect the limitation of liability set forth in this Section | 10 | | except to the extent that the series have specifically accepted | 11 | | joint liability by contract.
| 12 | | (c) Except in the case of a foreign limited liability | 13 | | company that has adopted an assumed name pursuant to Section | 14 | | 45-15, the name of the series with limited liability must | 15 | | commence with contain the entire name of the limited liability | 16 | | company , as set forth in its articles of incorporation, and be | 17 | | distinguishable from the names of the other series set forth in | 18 | | the articles of organization.
In the case of a foreign limited | 19 | | liability company that has adopted an assumed name pursuant to | 20 | | Section 45-15, the name of the series with limited liability | 21 | | must commence with contain the entire name , as set forth in the | 22 | | foreign limited liability company's assumed name application, | 23 | | under which the foreign limited liability company has been | 24 | | admitted to transact business in this State.
| 25 | | (d) Upon the filing of the certificate of designation with | 26 | | the Secretary of State setting forth the name of each series |
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| 1 | | with limited liability, the series' existence shall begin, and | 2 | | each of the duplicate copies stamped "Filed" and marked with | 3 | | the filing date shall be conclusive evidence, except as against | 4 | | the State, that all conditions precedent required to be | 5 | | performed have been complied with and that the series has been | 6 | | or shall be legally organized and formed under this Act. If | 7 | | different from the limited liability company, the certificate | 8 | | of designation for each series shall list the names of the | 9 | | members if the series is member managed or the names of the | 10 | | managers if the series is manager managed. The name of a series | 11 | | with limited liability under subsection (b) of this Section may | 12 | | be changed by filing with the Secretary of State a certificate | 13 | | of designation identifying the series whose name is being | 14 | | changed and the new name of such series. If not the same as the | 15 | | limited liability company, the names of the members of a member | 16 | | managed series or of the managers of a manager managed series | 17 | | may be changed by filing a new certificate of designation with | 18 | | the Secretary of State. A series with limited liability under | 19 | | subsection (b) of this Section may be dissolved by filing with | 20 | | the Secretary of State a certificate of designation identifying | 21 | | the series being dissolved or by the dissolution of the limited | 22 | | liability company as provided in subsection (m) of this | 23 | | Section. Certificates of designation may be executed by the | 24 | | limited liability company or any manager, person or entity | 25 | | designated in the operating agreement for the limited liability | 26 | | company.
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| 1 | | (e) A series of a limited liability company will be deemed | 2 | | to be in good standing as long as the limited liability company | 3 | | is in good standing.
| 4 | | (f) The registered agent and registered office for the | 5 | | limited liability company in Illinois shall serve as the agent | 6 | | and office for service of process in Illinois for each series.
| 7 | | (g) An operating agreement may provide for classes or | 8 | | groups of members or managers associated with a series having | 9 | | such relative rights, powers and duties as the operating | 10 | | agreement may provide, and may make provision for the future | 11 | | creation of additional classes or groups of members or managers | 12 | | associated with the series having such relative rights, powers | 13 | | and duties as may from time to time be established, including | 14 | | rights, powers and duties senior to existing classes and groups | 15 | | of members or managers associated with the series.
| 16 | | (h) A series may be managed by either the member or members | 17 | | associated with the series or by a manager or managers chosen | 18 | | by the members of such series, as provided in the operating | 19 | | agreement. Unless otherwise provided in an operating | 20 | | agreement, the management of a series shall be vested in the | 21 | | members associated with such series.
| 22 | | (i) An operating agreement may grant to all or certain | 23 | | identified members or managers or a specified class or group of | 24 | | the members or managers associated with a series the right to | 25 | | vote separately or with all or any class or group of the | 26 | | members or managers associated with the series, on any matter. |
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| 1 | | An operating agreement may provide that any member or class or | 2 | | group of members associated with a series shall have no voting | 3 | | rights.
| 4 | | (j) Except to the extent modified in this Section, the | 5 | | provisions of this Act which are generally applicable to | 6 | | limited liability companies, their managers, members and | 7 | | transferees shall be applicable to each particular series with | 8 | | respect to the operation of such series.
| 9 | | (k) Except as otherwise provided in an operating agreement, | 10 | | any event under this Act or in an operating agreement that | 11 | | causes a manager to cease to be a manager with respect to a | 12 | | series shall not, in itself, cause such manager to cease to be | 13 | | a manager of the limited liability company or with respect to | 14 | | any other series thereof.
| 15 | | (l) Except as otherwise provided in an operating agreement, | 16 | | any event under this Act or an operating agreement that causes | 17 | | a member to cease to be associated with a series shall not, in | 18 | | itself, cause such member to cease to be associated with any | 19 | | other series or terminate the continued membership of a member | 20 | | in the limited liability company or cause the termination of | 21 | | the series, regardless of whether such member was the last | 22 | | remaining member associated with such series.
| 23 | | (m) Except to the extent otherwise provided in the | 24 | | operating agreement, a series may be dissolved and its affairs | 25 | | wound up without causing the dissolution of the limited | 26 | | liability company. The dissolution of a series established in |
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| 1 | | accordance with subsection (b) of this Section shall not affect | 2 | | the limitation on liabilities of such series provided by | 3 | | subsection (b) of this Section. A series is terminated and its | 4 | | affairs shall be wound up upon the dissolution of the limited | 5 | | liability company under Article 35 of this Act.
| 6 | | (n) If a limited liability company with the ability to | 7 | | establish series does not register to do business in a foreign | 8 | | jurisdiction for itself and certain of its series, a series of | 9 | | a limited liability company may itself register to do business | 10 | | as a limited liability company in the foreign jurisdiction in | 11 | | accordance with the laws of the foreign jurisdiction.
| 12 | | (o) If a foreign limited liability company, as permitted in | 13 | | the jurisdiction of its organization, has established a series | 14 | | having separate rights, powers or duties and has limited the | 15 | | liabilities of such series so that the debts, liabilities and | 16 | | obligations incurred, contracted for or otherwise existing | 17 | | with respect to a particular series are enforceable against the | 18 | | assets of such series only, and not against the assets of the | 19 | | limited liability company generally or any other series | 20 | | thereof, or so that the debts, liabilities, obligations and | 21 | | expenses incurred, contracted for or otherwise existing with | 22 | | respect to the limited liability company generally or any other | 23 | | series thereof are not enforceable against the assets of such | 24 | | series, then the limited liability company, on behalf of itself | 25 | | or any of its series, or any of its series on their own behalf | 26 | | may register to do business in the State in accordance with |
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| 1 | | Section 45-5 of this Act. The limitation of liability shall be | 2 | | so stated on the application for admission as a foreign limited | 3 | | liability company and a certificate of designation shall be | 4 | | filed for each series being registered to do business in the | 5 | | State by the limited liability company. Unless otherwise | 6 | | provided in the operating agreement, the debts, liabilities and | 7 | | obligations incurred, contracted for or otherwise existing | 8 | | with respect to a particular series of such a foreign limited | 9 | | liability company shall be enforceable against the assets of | 10 | | such series only, and not against the assets of the foreign | 11 | | limited liability company generally or any other series thereof | 12 | | and none of the debts, liabilities, obligations and expenses | 13 | | incurred, contracted for or otherwise existing with respect to | 14 | | such a foreign limited liability company generally or any other | 15 | | series thereof shall be enforceable against the assets of such | 16 | | series.
| 17 | | (Source: P.A. 94-607, eff. 8-16-05; 95-368, eff. 8-23-07.)
| 18 | | (805 ILCS 180/45-15)
| 19 | | Sec. 45-15. Name. A foreign limited liability
company may | 20 | | be admitted to transact business in this State
under any name | 21 | | (whether or not it is the name under which it
is formed in the | 22 | | jurisdiction of its formation) that complies with the | 23 | | provisions of Section 1-10 would be
available to a limited | 24 | | liability company . However,
if the name is different from the | 25 | | name under which it is
formed in its jurisdiction of |
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| 1 | | organization, the foreign
limited liability company shall also | 2 | | file an assumed name
application in accordance with Section | 3 | | 1-20.
| 4 | | (Source: P.A. 87-1062.)
| 5 | | Section 99. Effective date. This Act takes effect July 1, | 6 | | 2014.
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