Full Text of SB0504 94th General Assembly
SB0504enr 94TH 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 Limited Liability Company Act is amended by | 5 |
| changing Section 50-10 and by adding Section 37-40 as follows: | 6 |
| (805 ILCS 180/37-40 new) | 7 |
| Sec. 37-40. Series of members, managers or limited | 8 |
| liability company interests. | 9 |
| (a) An operating agreement may establish or provide for the | 10 |
| establishment of designated series of members, managers or | 11 |
| limited liability company interests having separate rights, | 12 |
| powers or duties with respect to specified property or | 13 |
| obligations of the limited liability company or profits and | 14 |
| losses associated with specified property or obligations, and | 15 |
| to the extent provided in the operating agreement, any such | 16 |
| series may have a separate business purpose or investment | 17 |
| objective.
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| (b) Notwithstanding anything to the contrary set forth in | 19 |
| this Section or under other applicable law, in the event that | 20 |
| an operating agreement creates one or more series, and if | 21 |
| separate and distinct records are maintained for any such | 22 |
| series and the assets associated with any such series are held | 23 |
| (directly or indirectly, including through a nominee or | 24 |
| otherwise) and accounted for separately from the other assets | 25 |
| of the limited liability company, or any other series thereof, | 26 |
| and if the operating agreement so provides, and notice of the | 27 |
| limitation on liabilities of a series as referenced in this | 28 |
| subsection is set forth in the articles of organization of the | 29 |
| limited liability company and if the limited liability company | 30 |
| has filed a certificate of designation for each series which is | 31 |
| to have limited liability under this Section, then the debts, | 32 |
| liabilities and obligations incurred, contracted for or |
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| otherwise existing with respect to a particular series shall be | 2 |
| enforceable against the assets of such series only, and not | 3 |
| against the assets of the limited liability company generally | 4 |
| or any other series thereof, and unless otherwise provided in | 5 |
| the operating agreement, none of the debts, liabilities, | 6 |
| obligations and expenses incurred, contracted for or otherwise | 7 |
| existing with respect to the limited liability company | 8 |
| generally or any other series thereof shall be enforceable | 9 |
| against the assets of such series. The fact that the articles | 10 |
| of organization contain the foregoing notice of the limitation | 11 |
| on liabilities of a series and a certificate of designation for | 12 |
| a series is on file in the Office of the Secretary of State | 13 |
| shall constitute notice of such limitation on liabilities of a | 14 |
| series. A series with limited liability shall be treated as a | 15 |
| separate entity to the extent set forth in the articles of | 16 |
| organization. Each series with limited liability may, in its | 17 |
| own name, contract, hold title to assets, grant security | 18 |
| interests, sue and be sued and otherwise conduct business and | 19 |
| exercise the powers of a limited liability company under this | 20 |
| Act. The limited liability company and any of its series may | 21 |
| elect to consolidate their operations as a single taxpayer to | 22 |
| the extent permitted under applicable law, elect to work | 23 |
| cooperatively, elect to contract jointly or elect to be treated | 24 |
| as a single business for purposes of qualification to do | 25 |
| business in this or any other state. Such elections shall not | 26 |
| affect the limitation of liability set forth in this Section | 27 |
| except to the extent that the series have specifically accepted | 28 |
| joint liability by contract.
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| (c) The name of the series with limited liability must | 30 |
| contain the entire name of the limited liability company and be | 31 |
| distinguishable from the names of the other series set forth in | 32 |
| the articles of organization.
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| (d) Upon the filing of the certificate of designation with | 34 |
| the Secretary of State setting forth the name of each series | 35 |
| with limited liability, the series' existence shall begin, and | 36 |
| each of the duplicate copies stamped "Filed" and marked with |
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| the filing date shall be conclusive evidence, except as against | 2 |
| the State, that all conditions precedent required to be | 3 |
| performed have been complied with and that the series has been | 4 |
| or shall be, on a later date if so specified in the articles of | 5 |
| organization or certificate of designation, legally organized | 6 |
| and formed under this Act. If different from the limited | 7 |
| liability company, the certificate of designation for each | 8 |
| series shall list the names of the members if the series is | 9 |
| member managed or the names of the managers if the series is | 10 |
| manager managed. The name of a series with limited liability | 11 |
| under subsection (b) of this Section may be changed by filing | 12 |
| with the Secretary of State a certificate of designation | 13 |
| identifying the series whose name is being changed and the new | 14 |
| name of such series. If not the same as the limited liability | 15 |
| company, the names of the members of a member managed series or | 16 |
| of the managers of a manager managed series may be changed by | 17 |
| filing a new certificate of designation with the Secretary of | 18 |
| State. A series with limited liability under subsection (b) of | 19 |
| this Section may be dissolved by filing with the Secretary of | 20 |
| State a certificate of designation identifying the series being | 21 |
| dissolved or by the dissolution of the limited liability | 22 |
| company as provided in subsection (m) of this Section. | 23 |
| Certificates of designation may be filed by the limited | 24 |
| liability company or any manager, person or entity designated | 25 |
| in the operating agreement for the limited liability company.
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| (e) A series of a limited liability company will be deemed | 27 |
| to be in good standing as long as the limited liability company | 28 |
| is in good standing.
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| (f) The registered agent and registered office for the | 30 |
| limited liability company in Illinois shall serve as the agent | 31 |
| and office for service of process in Illinois for each series.
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| (g) An operating agreement may provide for classes or | 33 |
| groups of members or managers associated with a series having | 34 |
| such relative rights, powers and duties as the operating | 35 |
| agreement may provide, and may make provision for the future | 36 |
| creation of additional classes or groups of members or managers |
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| associated with the series having such relative rights, powers | 2 |
| and duties as may from time to time be established, including | 3 |
| rights, powers and duties senior to existing classes and groups | 4 |
| of members or managers associated with the series.
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| (h) A series may be managed by either the member or members | 6 |
| associated with the series or by a manager or managers chosen | 7 |
| by the members of such series, as provided in the operating | 8 |
| agreement. Unless otherwise provided in an operating | 9 |
| agreement, the management of a series shall be vested in the | 10 |
| members associated with such series.
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| (i) An operating agreement may grant to all or certain | 12 |
| identified members or managers or a specified class or group of | 13 |
| the members or managers associated with a series the right to | 14 |
| vote separately or with all or any class or group of the | 15 |
| members or managers associated with the series, on any matter. | 16 |
| An operating agreement may provide that any member or class or | 17 |
| group of members associated with a series shall have no voting | 18 |
| rights.
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| (j) Except to the extent modified in this Section, the | 20 |
| provisions of this Act which are generally applicable to | 21 |
| limited liability companies, their managers, members and | 22 |
| transferees shall be applicable to each particular series with | 23 |
| respect to the operation of such series.
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| (k) Except as otherwise provided in an operating agreement, | 25 |
| any event under this Act or in an operating agreement that | 26 |
| causes a manager to cease to be a manager with respect to a | 27 |
| series shall not, in itself, cause such manager to cease to be | 28 |
| a manager of the limited liability company or with respect to | 29 |
| any other series thereof.
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| (l) Except as otherwise provided in an operating agreement, | 31 |
| any event under this Act or an operating agreement that causes | 32 |
| a member to cease to be associated with a series shall not, in | 33 |
| itself, cause such member to cease to be associated with any | 34 |
| other series or terminate the continued membership of a member | 35 |
| in the limited liability company or cause the termination of | 36 |
| the series, regardless of whether such member was the last |
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| remaining member associated with such series.
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| (m) Except to the extent otherwise provided in the | 3 |
| operating agreement, a series may be dissolved and its affairs | 4 |
| wound up without causing the dissolution of the limited | 5 |
| liability company. The dissolution of a series established in | 6 |
| accordance with subsection (b) of this Section shall not affect | 7 |
| the limitation on liabilities of such series provided by | 8 |
| subsection (b) of this Section. A series is terminated and its | 9 |
| affairs shall be wound up upon the dissolution of the limited | 10 |
| liability company under Section 35 of this Act.
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| (n) If a limited liability company with a series does not | 12 |
| register to do business in a foreign jurisdiction for itself | 13 |
| and certain of its series, a series of a limited liability | 14 |
| company may itself register to do business as a limited | 15 |
| liability company in the foreign jurisdiction in accordance | 16 |
| with the laws of the foreign jurisdiction.
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| (o) If a foreign limited liability company, as permitted in | 18 |
| the jurisdiction of its organization, has established a series | 19 |
| having separate rights, powers or duties and has limited the | 20 |
| liabilities of such series so that the debts, liabilities and | 21 |
| obligations incurred, contracted for or otherwise existing | 22 |
| with respect to a particular series are enforceable against the | 23 |
| assets of such series only, and not against the assets of the | 24 |
| limited liability company generally or any other series | 25 |
| thereof, or so that the debts, liabilities, obligations and | 26 |
| expenses incurred, contracted for or otherwise existing with | 27 |
| respect to the limited liability company generally or any other | 28 |
| series thereof are not enforceable against the assets of such | 29 |
| series, then the limited liability company, on behalf of itself | 30 |
| or any of its series, or any of its series on their own behalf | 31 |
| may register to do business in the State in accordance with | 32 |
| Section 45-5 of this Act. The limitation of liability shall be | 33 |
| so stated on the application for admission as a foreign limited | 34 |
| liability company and a certificate of designation shall be | 35 |
| filed for each series being registered to do business in the | 36 |
| State by the limited liability company. Unless otherwise |
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| provided in the operating agreement, the debts, liabilities and | 2 |
| obligations incurred, contracted for or otherwise existing | 3 |
| with respect to a particular series of such a foreign limited | 4 |
| liability company shall be enforceable against the assets of | 5 |
| such series only, and not against the assets of the foreign | 6 |
| limited liability company generally or any other series thereof | 7 |
| and none of the debts, liabilities, obligations and expenses | 8 |
| incurred, contracted for or otherwise existing with respect to | 9 |
| such a foreign limited liability company generally or any other | 10 |
| series thereof shall be enforceable against the assets of such | 11 |
| series.
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| (805 ILCS 180/50-10)
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| Sec. 50-10. Fees.
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| (a) The Secretary of State shall charge and collect in
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| accordance with the provisions of this Act and rules
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| promulgated under its authority all of the following:
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| (1) Fees for filing documents.
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| (2) Miscellaneous charges.
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| (3) Fees for the sale of lists of filings and for | 20 |
| copies
of any documents.
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| (b) The Secretary of State shall charge and collect for
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| of the following:
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| (1) Filing articles of organization of limited
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| liability companies (domestic), application for
admission | 25 |
| (foreign), and restated articles of
organization | 26 |
| (domestic), $500. Notwithstanding the foregoing, the fee | 27 |
| for filing articles of organization (domestic), | 28 |
| application for admission (foreign), and restated articles | 29 |
| of organization (domestic) in connection with a limited | 30 |
| liability company with a series pursuant to Section 37-40 | 31 |
| of this Act is $750.
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| (2) Filing amendments:
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| (A) For other than change of registered agent name | 34 |
| or registered
office,
or both, $150.
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| (B) For the purpose of changing the registered |
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| agent name or registered
office, or both, $35.
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| (3) Filing articles of dissolution or
application
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| withdrawal, $100.
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| (4) Filing an application to reserve a name, $300.
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| (5) (Blank).
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| (6) Filing a notice of a transfer of a reserved
name, | 7 |
| $100.
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| (7) Registration of a name, $300.
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| (8) Renewal of registration of a name, $100.
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| (9) Filing an application for use of an assumed
name | 11 |
| under Section 1-20 of this Act, $150 for each
year or part | 12 |
| thereof ending in 0 or 5, $120 for each year or
part | 13 |
| thereof ending in 1 or 6, $90 for each year or part thereof | 14 |
| ending in 2 or
7, $60 for each year or part thereof ending | 15 |
| in 3 or 8, $30 for each year or
part thereof ending in 4 or | 16 |
| 9, and a renewal for each assumed name, $150.
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| (10) Filing an application for change of an assumed
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| name, $100.
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| (11) Filing an annual report of a limited liability
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| company or foreign limited liability company, $250, if
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| filed as required by this Act, plus a penalty if
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| delinquent. Notwithstanding the foregoing, the fee for | 23 |
| filing an annual report of a limited liability company or | 24 |
| foreign limited liability company is $250 plus $50 for each | 25 |
| series for which a certificate of designation has been | 26 |
| filed pursuant to Section 37-40 of this Act, plus a penalty | 27 |
| if delinquent.
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| (12) Filing an application for reinstatement of a
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| limited liability company or foreign limited liability
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| company
$500.
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| (13) Filing Articles of Merger, $100 plus $50 for each | 32 |
| party to the
merger in excess of the first 2 parties.
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| (14) Filing an Agreement of Conversion or Statement of | 34 |
| Conversion, $100.
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| (15) Filing a statement of correction, $25.
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| (16) Filing a petition for refund, $15.
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| (17) Filing any other document, $100.
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| (18) Filing a certificate of designation of a limited | 3 |
| liability company with a series pursuant to Section 37-40 | 4 |
| of this Act, $50.
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| (c) The Secretary of State shall charge and collect all
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| the following:
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| (1) For furnishing a copy or certified copy of any
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| document, instrument, or paper relating to a limited
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| liability company or foreign limited liability company,
$1 | 10 |
| per page, but not less than $25, and $25 for the
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| certificate and for affixing the seal thereto.
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| (2) For the transfer of information by computer
process | 13 |
| media to any purchaser, fees established by
rule.
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| (Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 12-1-03; 93-59, | 15 |
| eff. 7-1-03;
revised 9-5-03 .)
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| Section 99. Effective date. This Act takes effect July 1, | 17 |
| 2005.
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