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90_SB0952enr
New Act
Creates the Choice of Law and Forum Act. Provides that
the parties to a contract relating to an obligation arising
out of a transaction covering not less than $250,000 may
agree that the law of this State shall govern their rights or
duties regardless of whether the contract bears a reasonable
relation to this State, and provides that a person may
maintain an action in this State if those conditions have
been met; sets forth exceptions. Effective January 1, 1998.
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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 ARTICLE 5
5 Section 5-1. Short title. This Article may be cited as
6 the Choice of Law and Forum Act.
7 Section 5-5. Choice of law. The parties to any
8 contract, agreement, or undertaking, contingent or otherwise,
9 in consideration of or relating to any obligation arising out
10 of a transaction covering in the aggregate not less than
11 $250,000, including a transaction otherwise covered by
12 subsection (1) of Section 1-105 of the Uniform Commercial
13 Code, may agree that the law of this State shall govern
14 their rights and duties in whole or in part, whether or not
15 the contract, agreement, or undertaking bears a reasonable
16 relation to this State. This Section shall not apply to any
17 contract, agreement, or undertaking (i) for labor or personal
18 services, (ii) relating to any transaction for personal,
19 family, or household services, or (iii) to the extent
20 provided to the contrary in subsection (2) of Section 1-105
21 of the Uniform Commercial Code. Nothing contained in this
22 Section shall be construed to limit or deny the enforcement
23 of any provision respecting choice of law in any other
24 contract, agreement, or undertaking.
25 Section 5-10. Choice of forum. Any person may maintain
26 an action or proceeding against a foreign corporation,
27 non-resident, or foreign state if the action or proceeding
28 arises out of or relates to any contract, agreement, or
29 undertaking for which a choice of Illinois law has been made
30 in whole or in part pursuant to Section 5-5 and that (i) is a
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1 contract, agreement, or undertaking, contingent or otherwise,
2 in consideration of or relating to any obligation arising out
3 of a transaction covering in the aggregate not less than
4 $500,000 and (ii) contains a provision or provisions under
5 which the foreign corporation or non-resident agrees to
6 submit to the jurisdiction of the courts of this State.
7 Nothing contained in this Section shall be construed to
8 affect the enforcement of any provision respecting choice of
9 forum in any contract, agreement, or undertaking.
10 ARTICLE 10
11 Section 10-5. The Business Corporation Act of 1983 is
12 amended by changing Sections 1.80, 8.60, 14.30, and 15.90 and
13 adding Sections 9.20 and 13.75 as follows:
14 (805 ILCS 5/1.80) (from Ch. 32, par. 1.80)
15 Sec. 1.80. Definitions. As used in this Act, unless the
16 context otherwise requires, the words and phrases defined in
17 this Section shall have the meanings set forth herein.
18 (a) "Corporation" or "domestic corporation" means a
19 corporation subject to the provisions of this Act, except a
20 foreign corporation.
21 (b) "Foreign corporation" means a corporation for profit
22 organized under laws other than the laws of this State, but
23 shall not include a foreign banking corporation organized
24 under the laws of a country other than the United States and
25 holding a certificate of authority from the Commissioner of
26 Banks and Real Estate issued pursuant to the Foreign Banking
27 Office Act.
28 (c) "Articles of incorporation" means the original
29 articles of incorporation, including the articles of
30 incorporation of a new corporation set forth in the articles
31 of consolidation, and all amendments thereto, whether
32 evidenced by articles of amendment, articles of merger,
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1 articles of exchange, statement of correction affecting
2 articles, resolution establishing series of shares or a
3 statement of cancellation under Section 9.05. Restated
4 articles of incorporation shall supersede the original
5 articles of incorporation and all amendments thereto prior to
6 the effective date of filing the articles of amendment
7 incorporating the restated articles of incorporation.
8 (d) "Subscriber" means one who subscribes for shares in
9 a corporation, whether before or after incorporation.
10 (e) "Incorporator" means one of the signers of the
11 original articles of incorporation.
12 (f) "Shares" means the units into which the proprietary
13 interests in a corporation are divided.
14 (g) "Shareholder" means one who is a holder of record of
15 shares in a corporation.
16 (h) "Certificate" representing shares means a written
17 instrument executed by the proper corporate officers, as
18 required by Section 6.35 of this Act, evidencing the fact
19 that the person therein named is the holder of record of the
20 share or shares therein described. If the corporation is
21 authorized to issue uncertificated shares in accordance with
22 Section 6.35 of this Act, any reference in this Act to shares
23 represented by a certificate shall also refer to
24 uncertificated shares and any reference to a certificate
25 representing shares shall also refer to the written notice in
26 lieu of a certificate provided for in Section 6.35.
27 (i) "Authorized shares" means the aggregate number of
28 shares of all classes which the corporation is authorized to
29 issue.
30 (j) "Paid-in capital" means the sum of the cash and
31 other consideration received, less expenses, including
32 commissions, paid or incurred by the corporation, in
33 connection with the issuance of shares, plus any cash and
34 other consideration contributed to the corporation by or on
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1 behalf of its shareholders, plus amounts added or transferred
2 to paid-in capital by action of the board of directors or
3 shareholders pursuant to a share dividend, share split, or
4 otherwise, minus reductions as provided elsewhere in this Act
5 from that sum effected by an acquisition and cancellation of
6 its own shares, to the extent of the cost of the reacquired
7 and cancelled shares or a lesser amount as may be elected by
8 the corporation. Irrespective of the manner of designation
9 thereof by the laws under which a foreign corporation is or
10 may be organized, paid-in capital of a foreign corporation
11 shall be determined on the same basis and in the same manner
12 as paid-in capital of a domestic corporation, for the purpose
13 of computing license fees, franchise taxes and other charges
14 imposed by this Act.
15 (k) "Net assets", for the purpose of determining the
16 right of a corporation to purchase its own shares and of
17 determining the right of a corporation to declare and pay
18 dividends and make other distributions to shareholders is
19 equal to the difference between the assets of the corporation
20 and the liabilities of the corporation.
21 (l) "Registered office" means that office maintained by
22 the corporation in this State, the address of which is on
23 file in the office of the Secretary of State, at which any
24 process, notice or demand required or permitted by law may be
25 served upon the registered agent of the corporation.
26 (m) "Insolvent" means that a corporation is unable to
27 pay its debts as they become due in the usual course of its
28 business.
29 (n) "Anniversary" means that day each year exactly one
30 or more years after:
31 (1) the date on the certificate of incorporation
32 issued under Section 2.10 of this Act, in the case of a
33 domestic corporation;
34 (2) the date on the certificate of authority issued
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1 under Section 13.15 of this Act, in the case of a foreign
2 corporation; or
3 (3) the date on the certificate of consolidation
4 issued under Section 11.25 of this Act in the case of a
5 consolidation, unless the plan of consolidation provides
6 for a delayed effective date, pursuant to Section 11.40.
7 (o) "Anniversary month" means the month in which the
8 anniversary of the corporation occurs.
9 (p) "Extended filing month" means the month (if any)
10 which shall have been established in lieu of the
11 corporation's anniversary month in accordance with Section
12 14.01.
13 (q) "Taxable year" means that 12 month period commencing
14 with the first day of the anniversary month of a corporation
15 through the last day of the month immediately preceding the
16 next occurrence of the anniversary month of the corporation,
17 except that in the case of a corporation that has established
18 an extended filing month "taxable year" means that 12 month
19 period commencing with the first day of the extended filing
20 month through the last day of the month immediately preceding
21 the next occurrence of the extended filing month.
22 (r) "Fiscal year" means the 12 month period with respect
23 to which a corporation ordinarily files its federal income
24 tax return.
25 (s) "Close corporation" means a corporation organized
26 under or electing to be subject to Article 2A of this Act,
27 the articles of incorporation of which contain the provisions
28 required by Section 2.10, and either the corporation's
29 articles of incorporation or an agreement entered into by all
30 of its shareholders provide that all of the issued shares of
31 each class shall be subject to one or more of the
32 restrictions on transfer set forth in Section 6.55 of this
33 Act.
34 (t) "Common shares" means shares which have no
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1 preference over any other shares with respect to distribution
2 of assets on liquidation or with respect to payment of
3 dividends.
4 (u) "Delivered", for the purpose of determining if any
5 notice required by this Act is effective, means:
6 (1) transferred or presented to someone in person;
7 or
8 (2) deposited in the United States Mail addressed
9 to the person at his, her or its address as it appears on
10 the records of the corporation, with sufficient
11 first-class postage prepaid thereon.
12 (v) "Property" means gross assets including, without
13 limitation, all real, personal, tangible, and intangible
14 property.
15 (w) "Taxable period" means that 12-month period
16 commencing with the first day of the second month preceding
17 the corporation's anniversary month in the preceding year and
18 prior to the first day of the second month immediately
19 preceding its anniversary month in the current year, except
20 that, in the case of a corporation that has established an
21 extended filing month, "taxable period" means that 12-month
22 period ending with the last day of its fiscal year
23 immediately preceding the extended filing month. In the case
24 of a newly formed domestic corporation or a newly registered
25 foreign corporation that had not commenced transacting
26 business in this State prior to obtaining a certificate of
27 authority, "taxable period" means that period commencing with
28 the issuance of a certificate of incorporation or, in the
29 case of a foreign corporation, of a certificate of authority,
30 and prior to the first day of the second month immediately
31 preceding its anniversary month in the next succeeding year.
32 (x) "Treasury shares" mean (1) shares of a corporation
33 that have been issued, have been subsequently acquired by and
34 belong to the corporation, and have not been cancelled or
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1 restored to the status of authorized but unissued shares and
2 (2) shares (i) declared and paid as a share dividend on the
3 shares referred to in clause (1) or this clause (2), or (ii)
4 issued in a share split of the shares referred to in clause
5 (1) or this clause (2). Treasury shares shall be deemed to
6 be "issued" shares but not "outstanding" shares. Treasury
7 shares may not be voted, directly or indirectly, at any
8 meeting or otherwise. Shares converted into or exchanged for
9 other shares of the corporation shall not be deemed to be
10 treasury shares.
11 (Source: P.A. 88-151; 89-508, eff. 7-3-96.)
12 (805 ILCS 5/8.60) (from Ch. 32, par. 8.60)
13 Sec. 8.60. Director conflict of interest. (a) If a
14 transaction is fair to a corporation at the time it is
15 authorized, approved, or ratified, the fact that a director
16 of the corporation is directly or indirectly a party to the
17 transaction is not grounds for invalidating the transaction
18 or the director's vote regarding the transaction; provided,
19 however, that. (b) in a proceeding contesting the validity
20 of such a transaction described in subsection (a), the person
21 asserting validity has the burden of proving fairness unless:
22 (1) the material facts of the transaction and the
23 director's interest or relationship were disclosed or
24 known to the board of directors or a committee of the
25 board and the board or committee authorized, approved or
26 ratified the transaction by the affirmative votes of a
27 majority of disinterested directors, even though the
28 disinterested directors be less than a quorum; or
29 (2) the material facts of the transaction and the
30 director's interest or relationship were disclosed or
31 known to the shareholders entitled to vote and they
32 authorized, approved or ratified the transaction without
33 counting the vote of any shareholder who is an interested
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1 director.
2 The presence of the director, who is directly or
3 indirectly a party to the transaction described in subsection
4 (a), or a director who is otherwise not disinterested, may be
5 counted in determining whether a quorum is present but may
6 not be counted when the board of directors or a committee of
7 the board takes action on the transaction.
8 (b) For purposes of this Section, a director is
9 "indirectly" a party to a transaction if the other party to
10 the transaction is an entity in which the director has a
11 material financial interest or of which the director is an
12 officer, director or general partner.
13 (Source: P.A. 83-1025.)
14 (805 ILCS 5/9.20 new)
15 Sec. 9.20. Reduction of paid-in capital.
16 (a) A corporation may reduce its paid-in capital:
17 (1) by resolution of its board of directors by
18 charging against its paid-in capital (i) the paid-in
19 capital represented by shares acquired and cancelled by
20 the corporation as permitted by law, to the extent of the
21 cost from the paid-in capital of the reacquired and
22 cancelled shares or a lesser amount as may be elected by
23 the corporation, (ii) dividends paid on preferred shares,
24 or (iii) distributions as liquidating dividends; or
25 (2) pursuant to an approved reorganization in
26 bankruptcy that specifically directs the reduction to be
27 effected.
28 (b) Notwithstanding anything to the contrary contained
29 in this Act, at no time shall the paid-in capital be reduced
30 to an amount less than the aggregate par value of all issued
31 shares having a par value.
32 (c) Until the report under Section 14.30 has been filed
33 in the Office of the Secretary of State showing a reduction
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1 in paid-in capital, the basis of the annual franchise tax
2 payable by the corporation shall not be reduced; provided,
3 however, that in no event shall the annual franchise tax for
4 any taxable year be reduced if the report is not filed prior
5 to the first day of the anniversary month or, in the case of
6 a corporation that has established an extended filing month,
7 the extended filing month of the corporation of that taxable
8 year and before payment of its annual franchise tax.
9 (d) A corporation that reduced its paid-in capital after
10 December 31, 1986 by one or more of the methods described in
11 subsection (a) may report the reduction pursuant to Section
12 14.30, subject to the restrictions of subsections (b) and
13 (c) of this Section. A reduction in paid-in capital reported
14 pursuant to this subsection shall have no effect for any
15 purpose under this Act with respect to a taxable year ending
16 before the report is filed.
17 (e) Nothing in this Section shall be construed to forbid
18 any reduction in paid-in capital to be effected under Section
19 9.05 of this Act.
20 (805 ILCS 5/13.75 new)
21 Sec. 13.75. Activities that do not constitute
22 transacting business. Without excluding other activities
23 that may not constitute doing business in this State, a
24 foreign corporation shall not be considered to be transacting
25 business in this State, for purposes of this Article 13, by
26 reason of carrying on in this State any one or more of the
27 following activities:
28 (1) maintaining, defending, or settling any
29 proceeding;
30 (2) holding meetings of the board of directors or
31 shareholders or carrying on other activities concerning
32 internal corporate affairs;
33 (3) maintaining bank accounts;
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1 (4) maintaining offices or agencies for the
2 transfer, exchange, and registration of the corporation's
3 own securities or maintaining trustees or depositaries
4 with respect to those securities;
5 (5) selling through independent contractors;
6 (6) soliciting or obtaining orders, whether by mail
7 or through employees or agents or otherwise, if orders
8 require acceptance outside this State before they become
9 contracts;
10 (7) creating or acquiring indebtedness, mortgages,
11 and security interests in real or personal property;
12 (8) securing or collecting debts or enforcing
13 mortgages and security interests in property securing the
14 debts;
15 (9) owning, without more, real or personal
16 property;
17 (10) conducting an isolated transaction that is
18 completed within 120 days and that is not one in the
19 course of repeated transactions of a like nature; or
20 (11) having a corporate officer or director who is
21 a resident of this State.
22 (805 ILCS 5/14.30) (from Ch. 32, par. 14.30)
23 Sec. 14.30. Cumulative report of changes in issued
24 shares or paid-in capital.
25 (a) Each domestic corporation and each foreign
26 corporation authorized to transact business in this State
27 that effects any change in the number of issued shares or the
28 amount of paid-in capital that has not theretofore been
29 reported in any report other than an annual report, interim
30 annual report, or final transition annual report, shall
31 execute and file, in accordance with Section 1.10 of this
32 Act, a report with respect to the changes in its issued
33 shares or paid-in capital:
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1 (1) that have occurred subsequent to the last day
2 of the third month preceding its anniversary month in the
3 preceding year and prior to the first day of the second
4 month immediately preceding its anniversary month in the
5 current year; or
6 (2) in the case of a corporation that has
7 established an extended filing month, that have occurred
8 during its fiscal year; or
9 (3) in the case of a statutory merger or
10 consolidation or an amendment to the corporation's
11 articles of incorporation that affects the number of
12 issued shares or the amount of paid-in capital, that have
13 occurred between the last day of the third month
14 immediately preceding its anniversary month and the date
15 of the merger, or consolidation, or amendment or, in the
16 case of a corporation that has established an extended
17 filing month, that have occurred between the first day of
18 its fiscal year and the date of the merger, or
19 consolidation, or amendment; or
20 (4) in the case of a statutory merger or
21 consolidation or an amendment to the corporation's
22 articles of incorporation that affects the number of
23 issued shares or the amount of paid-in capital, that have
24 occurred between the date of the merger, consolidation,
25 or amendment (but not including the merger, or
26 consolidation, or amendment) and the first day of the
27 second month immediately preceding its anniversary month
28 in the current year, or in the case of a corporation that
29 has established an extended filing month, that have
30 occurred between the date of the merger, consolidation or
31 amendment (but not including the merger, consolidation or
32 amendment) and the last day of its fiscal year.
33 (b) The corporation shall file the report required under
34 subsection (a) not later than (i) the time its annual report
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1 is required to be filed in 1992 and in each subsequent year
2 and (ii) not later than the time of filing the articles of
3 merger, consolidation, or amendment to the articles of
4 incorporation that affects the number of issued shares or the
5 amount of paid-in capital of a domestic corporation or the
6 certified copy of merger of a foreign corporation.
7 (c) The report shall net decreases against increases
8 that occur during the same taxable period. The report shall
9 set forth:
10 (1) The name of the corporation and the state or
11 country under the laws of which it is organized.
12 (2) A statement of the aggregate number of shares
13 which the corporation has authority to issue, itemized by
14 classes and series, if any, within a class.
15 (3) A statement of the aggregate number of issued
16 shares as last reported to the Secretary of State in any
17 document required or permitted by this Act to be filed,
18 other than an annual report, interim annual report or
19 final transition annual report, itemized by classes and
20 series, if any, within a class.
21 (4) A statement, expressed in dollars, of the
22 amount of paid-in capital of the corporation as last
23 reported to the Secretary of State in any document
24 required or permitted by this Act to be filed, other than
25 an annual report, interim annual report or final
26 transition annual report.
27 (5) A statement, if applicable, of the aggregate
28 number of shares issued by the corporation not
29 theretofore reported to the Secretary of State as having
30 been issued, and a statement, expressed in dollars, of
31 the value of the entire consideration received, less
32 expenses, including commissions, paid or incurred in
33 connection with the issuance, for, or on account of, the
34 issuance of the shares, itemized by classes, and series,
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1 if any, within a class; and in the case of shares issued
2 as a share dividend, the amount added or transferred to
3 the paid-in capital of the corporation for, or on account
4 of, the issuance of the shares; provided, however, that
5 the report shall also include the date of each issuance
6 made prior to the current reporting period, and the
7 number of issued shares and consideration received in
8 each case.
9 (6) A statement, if applicable, expressed in
10 dollars, of the amount added or transferred to paid-in
11 capital of the corporation without the issuance of
12 shares; provided, however, that the report shall also
13 include the date of each increase made prior to the
14 current reporting period, and the consideration received
15 in each case.
16 (7) In case of an exchange or reclassification of
17 issued shares resulting in an increase in the amount of
18 paid-in capital, a statement of the manner in which it
19 was effected, and a statement, expressed in dollars, of
20 the amount added or transferred to the paid-in capital of
21 the corporation as a result thereof, except any portion
22 thereof reported under any other subsection of this
23 Section as a part of the consideration received by the
24 corporation for, or on account of, its issued shares;
25 provided, however, that the report shall also include the
26 date of each exchange or reclassification made prior to
27 the current reporting period and the consideration
28 received in each case.
29 (8) If the consideration received for the issuance
30 of any shares not theretofore reported as having been
31 issued consists of labor or services performed or of
32 property, other than cash, then a statement, expressed in
33 dollars, of the value of that consideration as fixed by
34 the board of directors.
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1 (9) In the case of a cancellation of shares or a
2 reduction in paid-in capital made pursuant to Section
3 9.20 in connection with the cancellation of shares, the
4 aggregate reduction in paid-in capital resulting from the
5 acquisition of the shares; provided, however, that the
6 report shall also include the date of each reduction made
7 prior to the current reporting period.
8 (10) A statement of the aggregate number of issued
9 shares itemized by classes and series, if any, within a
10 class, after giving effect to the changes reported.
11 (11) A statement, expressed in dollars, of the
12 amount of paid-in capital of the corporation after giving
13 effect to the changes reported.
14 (d) No additional license fees or franchise taxes shall
15 be payable upon the filing of the report to the extent that
16 license fees or franchise taxes shall have been previously
17 paid by the corporation in respect of shares previously
18 issued which are being exchanged for the shares the issuance
19 of which is being reported, provided those facts are shown in
20 the report.
21 (e) The report shall be made on forms prescribed and
22 furnished by the Secretary of State.
23 (f) Until the report under this Section or a report
24 under Section 14.25 shall have been filed in the Office of
25 the Secretary of State showing a reduction in paid-in
26 capital, the basis of the annual franchise tax payable by the
27 corporation shall not be reduced, provided, however, in no
28 event shall the annual franchise tax for any taxable year be
29 reduced if the report is not filed prior to the first day of
30 the anniversary month or, in the case of a corporation which
31 has established an extended filing month, the extended filing
32 month of the corporation of that taxable year and before
33 payment of its annual franchise tax.
34 (Source: P.A. 86-985; 86-1217; 87-516.)
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1 (805 ILCS 5/15.90) (from Ch. 32, par. 15.90)
2 Sec. 15.90. Statute of limitations.
3 (a) Except as otherwise provided in this Section and
4 notwithstanding anything to the contrary contained in any
5 other Section of this Act, no domestic corporation or foreign
6 corporation shall be obligated to pay any annual franchise
7 tax, fee, or penalty or interest thereon imposed under this
8 Act, nor shall any administrative or judicial sanction
9 (including dissolution) be imposed or enforced nor access to
10 the courts of this State be denied based upon nonpayment
11 thereof more than 7 years after the date of filing the annual
12 report with respect to the period during which the obligation
13 for the tax, fee, penalty or interest arose, unless (1)
14 within that 7 year period the Secretary of State sends a
15 written notice to the corporation to the effect that (A)
16 administrative or judicial action to dissolve the corporation
17 or revoke its certificate of authority for nonpayment of a
18 tax, fee, penalty or interest has been commenced; or (B) the
19 corporation has submitted filed a report but has failed to
20 pay a tax, fee, penalty or interest required to be paid
21 therewith; or (C) a report with respect to an event or action
22 giving rise to an obligation to pay a tax, fee, penalty or
23 interest is required but has not been filed, or has been
24 filed and is in error or incomplete; or (2) the annual report
25 by the corporation was filed with fraudulent intent to evade
26 taxes payable under this Act. A corporation nonetheless
27 shall be required to pay all the annual franchise taxes that
28 would have been payable during the most recent 7 year period
29 due to a previously unreported increase in paid-in capital
30 that occurred prior to that 7 year period and interest and
31 penalties thereon for that period.
32 (b) If within 2 years following a change in control of a
33 corporation the corporation voluntarily pays in good faith
34 all known obligations of the corporation imposed by this
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1 Article 15 with respect to reports that were required to have
2 been filed since the beginning of the 7 year period ending on
3 the effective date of the change in control, no action shall
4 be taken to enforce or collect obligations of that
5 corporation imposed by this Article 15 with respect to
6 reports that were required to have been filed prior to that 7
7 year period regardless of whether the limitation period set
8 forth in subsection (a) is otherwise applicable. For
9 purposes of this subsection (b), a change in control means a
10 transaction, or a series of transactions consummated within a
11 period of 180 consecutive days, as a result of which a person
12 which owned less than 10% of the shares having the power to
13 elect directors of the corporation acquires shares such that
14 the person becomes the holder of 80% or more of the shares
15 having such power. For purposes of this subsection (b) a
16 person means any natural person, corporation, partnership,
17 trust or other entity together with all other persons
18 controlled by, controlling or under common control with such
19 person.
20 (c) Except as otherwise provided in this Section and
21 notwithstanding anything to the contrary contained in any
22 other Section of this Act, no foreign corporation that has
23 not previously obtained a certificate of authority under this
24 Act shall, upon voluntary application for a certificate of
25 authority filed with the Secretary of State prior to January
26 1, 2001, be obligated to pay any tax, fee, penalty, or
27 interest imposed under this Act, nor shall any administrative
28 or judicial sanction be imposed or enforced based upon
29 nonpayment thereof with respect to a period during which the
30 obligation arose that is prior to January 1, 1993 unless (1)
31 prior to receipt of the application for a certificate of
32 authority the Secretary of State had sent written notice to
33 the corporation regarding its failure to obtain a certificate
34 of authority, (2) the corporation had submitted an
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1 application for a certificate of authority previously but had
2 failed to pay any tax, fee, penalty or interest to be paid
3 therewith, or (3) the application for a certificate of
4 authority was submitted by the corporation with fraudulent
5 intent to evade taxes payable under this Act. A corporation
6 nonetheless shall be required to pay all taxes and fees due
7 under this Act that would have been payable since January 1,
8 1993 as a result of commencing the transaction of its
9 business in this State and interest thereon for that period.
10 (Source: P.A. 86-985; 86-1217.)
11 Section 10-10. The Assumed Business Name Act is amended
12 by changing Section 4 as follows:
13 (805 ILCS 405/4) (from Ch. 96, par. 7)
14 Sec. 4. This Act shall in no way affect or apply to any
15 corporation, limited liability company, limited partnership,
16 or limited liability partnership duly organized under the
17 laws of this State, or any corporation, limited liability
18 company, limited partnership, or limited liability
19 partnership organized under the laws of any other State and
20 lawfully doing business in this State, nor shall this Act be
21 deemed or construed to prevent the lawful use of a
22 partnership name or designation, provided that such
23 partnership shall include the true, real name of such person
24 or persons transacting said business or partnership nor shall
25 it be construed as in any way affecting Sections 220 and 220a
26 of Division I of "An Act to revise the law in relation to
27 criminal jurisprudence", approved March 27, 1874, as amended.
28 This Act shall in no way affect or apply to testamentary or
29 other express trusts where the business is carried on in the
30 name of the trust and such trust is created by will or other
31 instrument in writing under which title to the trust property
32 is vested in a designated trustee or trustees for the use and
SB952 Enrolled -18- LRB9002543DJgcB
1 benefit of the cestuis que trustent.
2 (Source: Laws 1941, vol. 1, p. 550.)
3 ARTICLE 99
4 Section 99-5. Effective date. This Act takes effect
5 January 1, 1998.