Public Act 099-0608
Public Act 0608 99TH GENERAL ASSEMBLY
|
Public Act 099-0608
| | HB4449 Enrolled | LRB099 16147 KTG 40473 b |
|
| AN ACT concerning business organizations.
| Be it enacted by the People of the State of Illinois,
| represented in the General Assembly:
| Section 5. The Business Corporation Act of 1983 is amended | by changing Section 1.10 as follows:
| (805 ILCS 5/1.10) (from Ch. 32, par. 1.10)
| Sec. 1.10. Forms, execution, acknowledgment and filing.
| (a) All reports
required by this Act to be filed in the | office of the Secretary of State
shall be made on forms which | shall be prescribed and furnished by the Secretary
of State. | Forms for all other documents to be filed in the office of the
| Secretary of State shall be furnished by the Secretary of State | on request
therefor, but the use thereof, unless otherwise | specifically prescribed
in this Act, shall not be mandatory.
| (b) Whenever any provision of this Act specifically | requires any document
to be executed by the corporation in | accordance with this Section, unless
otherwise specifically | stated in this Act and subject to any additional
provisions of | this Act, such document shall be executed, in ink, as follows:
| (1) The articles of incorporation, and any other | document to be filed
before the election of the initial | board of directors if the initial directors
were not named | in the articles of incorporation, shall be signed by the
|
| incorporator or incorporators.
| (2) All other documents shall be signed:
| (i) By the president, a vice-president, the | secretary, an assistant
secretary,
the treasurer, or | other officer duly authorized by the board of directors | of
the
corporation to execute the document and verified | by him or her; or
| (ii) If it shall appear from the document that | there are no such
officers,
then by a majority of the | directors or by such directors as may be designated
by | the board; or
| (iii) If it shall appear from the document that | there are no such
officers
or directors, then by the | holders of record, or such of them as may be
designated
| by the holders of record of a majority of all | outstanding shares; or
| (iv) By the holders of all outstanding shares; or
| (v) If the corporate assets are in the possession | of a receiver, trustee
or other court appointed | officer, then by the fiduciary or the majority
of them | if there are more than one.
| (c) The name of a person signing the document and the | capacity in which
he or she signs shall be stated beneath or | opposite his or her signature.
| (d) Whenever any provision of this Act requires any | document to be verified,
such requirement is satisfied by |
| either:
| (1) The formal acknowledgment by the person or
one of | the persons signing
the instrument that it is his or her | act and deed or the act and deed of
the corporation, as the | case may be, and that the facts stated therein are
true. | Such acknowledgment shall be made before a
person who is | authorized
by the law of the place of execution to take | acknowledgments of deeds and
who, if he or she has a seal | of office, shall affix it to the instrument.
| (2) The signature, without more, of the person or | persons signing the
instrument, in which case such | signature or signatures shall constitute
the affirmation | or acknowledgment of the signatory,
under penalties of
| perjury, that the instrument is his or her act and deed or | the act and deed
of the corporation, as the case may be, | and that the facts stated therein are
true.
| (e) Whenever any provision of this Act requires any | document to be filed
with the Secretary of State or in | accordance with this Section, such
requirement
means that:
| (1) The original signed document, and if in duplicate | as
provided by this Act, one true copy, which may be
| signed, carbon or photocopy,
shall be delivered to the | office of the Secretary of State.
| (2) All fees, taxes and charges authorized by law to be | collected by the
Secretary of State in connection with the | filing of the document shall be
tendered to the Secretary |
| of State.
| (3) If the Secretary of State finds that the document | conforms to law,
he or she shall, when all fees, taxes and | charges have been paid as in this
Act prescribed:
| (i) Endorse on the original and on the true copy, | if any, the
word "filed"
and the month, day and year | thereof;
| (ii) File the original in his or her office;
| (iii) (Blank); or
| (iv) If the filing is in duplicate, he or she shall | return one true
copy to the corporation or its | representative.
| (f) If another Section of this Act specifically prescribes | a manner of
filing or executing a specified document which | differs from the
corresponding provisions
of this Section, then | the provisions of such other Section shall govern.
| (Source: P.A. 96-1121, eff. 1-1-11.)
| Section 10. The General Not For Profit Corporation Act of | 1986 is amended by changing Sections 101.10, 112.35, and 112.40 | as follows:
| (805 ILCS 105/101.10) (from Ch. 32, par. 101.10)
| Sec. 101.10.
Forms, execution, acknowledgment and
filing.
| (a) All reports required by this Act to be filed
in the | office of the Secretary of State shall be made on
forms which |
| shall be prescribed and furnished by the
Secretary of State. | Forms for all other documents to be
filed in the office of the | Secretary of State shall be
furnished by the Secretary of State | on request therefor, but
the use thereof, unless otherwise | specifically prescribed in
this Act, shall not be mandatory.
| (b) Whenever any provision of this Act specifically
| requires any document to be executed by the corporation in
| accordance with this Section, unless otherwise specifically
| stated in this Act and subject to any additional provisions
of | this Act, such document shall be executed, in ink, as
follows:
| (1) The articles of incorporation shall be signed by
| the incorporator or incorporators.
| (2) All other documents shall be signed:
| (i) By the president, a vice-president, the | secretary, an assistant
secretary,
the treasurer, or | other officer duly authorized by the board of directors | of
the corporation to execute the document and verified | by him or her; or
| (ii) If it shall appear from the document that
| there are no such officers, then by a majority of the
| directors or by such directors as may be designated by | the
board; or
| (iii) If it shall appear from the document that
| there are no such officers or directors, then by the
| members, or such of them as may be designated by the | members
at a lawful meeting; or
|
| (iv) If the corporate assets are in the
possession | of a receiver, trustee or other court-appointed
| officer, then by the fiduciary or the majority of them | if
there are more than one.
| (c) The name of a person signing the document and the
| capacity in which he or she signs shall be stated beneath or
| opposite his or her signature.
| (d) Whenever any provision of this Act requires any
| document to be verified, such requirement is satisfied by
| either:
| (1) The formal acknowledgment by the person or one of
| the persons signing the instrument that it is his or her | act
and deed or the act and deed of the corporation, as the | case
may be, and that the facts stated therein are true. | Such
acknowledgment shall be made before a person who is
| authorized by the law of the place of execution to take
| acknowledgments of deeds and who, if he or she has a seal | of
office, shall affix it to the instrument; or
| (2) The signature, without more, of the person or
| persons signing the instrument, in which case such | signature
or signatures shall constitute the affirmation | or
acknowledgment of the signatory, under penalties of | perjury,
that the instrument is his or her act and deed or | the act
and deed of the corporation, as the case may be, | and that
the facts stated therein are true.
| (e) Whenever any provision of this Act requires any
|
| document to be filed with the Secretary of State or in
| accordance with this Section, such requirement means that:
| (1) The original signed document, and if in duplicate
| as provided by this Act, one true copy, which may be | signed,
or carbon or photocopy shall be delivered to the | office of
the Secretary of State.
| (2) All fees and charges authorized by law to be
| collected by the Secretary of State in connection with the
| filing of the document shall be tendered to the Secretary | of
State.
| (3) If the Secretary of State finds that the document
| conforms to law, he or she shall, when all fees and charges
| have been paid as in this Act prescribed:
| (i) Endorse on the original and on the true copy,
| if any, the word "filed" and the month, day and year
| thereof;
| (ii) File the original in his or her office;
| (iii) (Blank); and
| (iv) If the filing is in duplicate, he or she shall
| return the copy to the
corporation or its | representative.
| (f) If another Section of this Act specifically prescribes
| a manner of filing or executing a specified document which
| differs from the corresponding provisions of this Section,
then | the provisions of such other Section shall govern.
| (Source: P.A. 96-1121, eff. 1-1-11.)
|
| (805 ILCS 105/112.35) (from Ch. 32, par. 112.35)
| Sec. 112.35. Grounds for administrative dissolution. The | Secretary of State may dissolve any corporation
| administratively if:
| (a) It has failed to file its annual report as required by
| this Act before the first day of the anniversary month of
the | corporation of the year in which such annual report
becomes | due;
| (b) It has failed to file in the office of the Secretary of
| State any report after the expiration of the period
prescribed | in this Act for filing such report;
| (c) It has failed to pay any fees or charges prescribed by | this Act;
| (d) It has failed to appoint and maintain a registered
| agent in this State;
| (e) It has misrepresented any material matter in any | application,
report, affidavit, or other document filed by the | corporation pursuant to this
Act; or
| (f) The Secretary of State receives notification from a
| local liquor commissioner, pursuant to Section 4-4(3) of
"The | Liquor Control Act of 1934," as now or hereafter
amended, that | an organization incorporated under this Act
and functioning as | a club has violated that Act by selling
or offering for sale at | retail alcoholic liquors without a
retailer's license; or .
| (g) It has failed to elect and maintain at least 3 |
| directors in accordance with Section 108.10 of this Act. | (Source: P.A. 92-33, eff. 7-1-01.)
| (805 ILCS 105/112.40) (from Ch. 32, par. 112.40)
| Sec. 112.40. Procedure for administrative dissolution.
| (a) After the Secretary of State determines that one or
| more grounds exist under Section 112.35 of this Act for the
| administrative dissolution of a corporation, he or she shall
| send by regular mail to each delinquent corporation a Notice
of | Delinquency to its registered office, or, if the
corporation | has failed to maintain a registered office, then
to the | president or other principal officer at the last
known office | of said officer. Failure to receive such notice shall not | relieve the corporation of its obligation to pay the filing fee | and any penalties due or invalidate the validity thereof.
| (b) If the corporation does not correct the default within
| 90 days following such notice, the Secretary of State shall
| thereupon dissolve the corporation by issuing a certificate
of | dissolution that recites the ground or grounds for
dissolution | and its effective date. The Secretary of State
shall file the | original of the certificate in his or her
office and mail one | copy to the corporation at its
registered
office
or, if the | corporation has failed to maintain a registered office, then to
| the president or
other principal officer at the last known | office of said officer.
| (c) The administrative dissolution of a corporation
|
| terminates its corporate existence and such a dissolved
| corporation shall not thereafter carry on any affairs,
provided | however, that such a dissolved corporation may take
all action | authorized under Section 112.75 of this Act or as otherwise
| necessary or appropriate to wind up and liquidate its affairs | under Section
112.30 of this Act.
| (Source: P.A. 98-776, eff. 1-1-15.)
| Section 15. The Limited Liability Company Act is amended by | changing Sections 35-25 and 37-40 as follows:
| (805 ILCS 180/35-25)
| Sec. 35-25. Grounds for administrative dissolution. The | Secretary of State may dissolve any limited liability
company | administratively if:
| (1) it has failed to file its annual report and pay its
| fee as required by this Act before the first day of the
| anniversary month or has failed to pay any fees, penalties, | or charges required by this Act;
| (2) it has failed to file in the Office of the
| Secretary of State any report after the expiration of the | period prescribed in this Act for filing the report;
| (2.5) it has misrepresented any material matter in any | application, report, affidavit, or other document | submitted by the limited liability company under this Act; | (3) it has failed to appoint and maintain a registered
|
| agent in Illinois in accordance with the provisions of this | Act within 60 days after a registered agent's notice of
| resignation under Section 1-35;
| (4) a manager or member to whom interrogatories have | been propounded by the Secretary of State as provided in | Section 5-60 of this Act fails to answer the | interrogatories fully and to timely file the answer in the | office of the Secretary of State; or | (5) it has tendered payment to the Secretary of State | which is returned due to insufficient funds, a closed | account, or for any other reason, and acceptable payment | has not been subsequently tendered. | (Source: P.A. 98-171, eff. 8-5-13.)
| (805 ILCS 180/37-40) | Sec. 37-40. Series of members, managers or limited | liability company interests. | (a) An operating agreement may establish or provide for the | establishment of designated series of members, managers or | limited liability company interests having separate rights, | powers or duties with respect to specified property or | obligations of the limited liability company or profits and | losses associated with specified property or obligations, and | to the extent provided in the operating agreement, any such | series may have a separate business purpose or investment | objective.
|
| (b) Notwithstanding anything to the contrary set forth in | this Section or under other applicable law, in the event that | an operating agreement creates one or more series, and if | separate and distinct records are maintained for any such | series and the assets associated with any such series are held | (directly or indirectly, including through a nominee or | otherwise) and accounted for separately from the other assets | of the limited liability company, or any other series thereof, | and if the operating agreement so provides, and notice of the | limitation on liabilities of a series as referenced in this | subsection is set forth in the articles of organization of the | limited liability company and if the limited liability company | has filed a certificate of designation for each series which is | to have limited liability under this Section, then the debts, | liabilities and obligations incurred, contracted for or | otherwise existing with respect to a particular series shall be | enforceable against the assets of such series only, and not | against the assets of the limited liability company generally | or any other series thereof, and unless otherwise provided in | the operating agreement, none of the debts, liabilities, | obligations and expenses incurred, contracted for or otherwise | existing with respect to the limited liability company | generally or any other series thereof shall be enforceable | against the assets of such series. The fact that the articles | of organization contain the foregoing notice of the limitation | on liabilities of a series and a certificate of designation for |
| a series is on file in the Office of the Secretary of State | shall constitute notice of such limitation on liabilities of a | series. A series with limited liability shall be treated as a | separate entity to the extent set forth in the articles of | organization. Each series with limited liability may, in its | own name, contract, hold title to assets, grant security | interests, sue and be sued and otherwise conduct business and | exercise the powers of a limited liability company under this | Act. The limited liability company and any of its series may | elect to consolidate their operations as a single taxpayer to | the extent permitted under applicable law, elect to work | cooperatively, elect to contract jointly or elect to be treated | as a single business for purposes of qualification to do | business in this or any other state. Such elections shall not | affect the limitation of liability set forth in this Section | except to the extent that the series have specifically accepted | joint liability by contract.
| (c) Except in the case of a foreign limited liability | company that has adopted an assumed name pursuant to Section | 45-15, the name of the series with limited liability must | commence with the entire name of the limited liability company, | as set forth in its articles of organization incorporation, and | be distinguishable from the names of the other series set forth | in the articles of organization.
In the case of a foreign | limited liability company that has adopted an assumed name | pursuant to Section 45-15, the name of the series with limited |
| liability must commence with the entire name, as set forth in | the foreign limited liability company's assumed name | application, under which the foreign limited liability company | has been admitted to transact business in this State.
| (d) Upon the filing of the certificate of designation with | the Secretary of State setting forth the name of each series | with limited liability, the series' existence shall begin, and | each of the duplicate copies stamped "Filed" and marked with | the filing date shall be conclusive evidence, except as against | the State, that all conditions precedent required to be | performed have been complied with and that the series has been | or shall be legally organized and formed under this Act. If | different from the limited liability company, the certificate | of designation for each series shall list the names of the | members if the series is member managed or the names of the | managers if the series is manager managed. The name of a series | with limited liability under subsection (b) of this Section may | be changed by filing with the Secretary of State a certificate | of designation identifying the series whose name is being | changed and the new name of such series. If not the same as the | limited liability company, the names of the members of a member | managed series or of the managers of a manager managed series | may be changed by filing a new certificate of designation with | the Secretary of State. A series with limited liability under | subsection (b) of this Section may be dissolved by filing with | the Secretary of State a certificate of designation identifying |
| the series being dissolved or by the dissolution of the limited | liability company as provided in subsection (m) of this | Section. Certificates of designation may be executed by the | limited liability company or any manager, person or entity | designated in the operating agreement for the limited liability | company.
| (e) A series of a limited liability company will be deemed | to be in good standing as long as the limited liability company | is in good standing.
| (f) The registered agent and registered office for the | limited liability company in Illinois shall serve as the agent | and office for service of process in Illinois for each series.
| (g) An operating agreement may provide for classes or | groups of members or managers associated with a series having | such relative rights, powers and duties as the operating | agreement may provide, and may make provision for the future | creation of additional classes or groups of members or managers | associated with the series having such relative rights, powers | and duties as may from time to time be established, including | rights, powers and duties senior to existing classes and groups | of members or managers associated with the series.
| (h) A series may be managed by either the member or members | associated with the series or by a manager or managers chosen | by the members of such series, as provided in the operating | agreement. Unless otherwise provided in an operating | agreement, the management of a series shall be vested in the |
| members associated with such series.
| (i) An operating agreement may grant to all or certain | identified members or managers or a specified class or group of | the members or managers associated with a series the right to | vote separately or with all or any class or group of the | members or managers associated with the series, on any matter. | An operating agreement may provide that any member or class or | group of members associated with a series shall have no voting | rights.
| (j) Except to the extent modified in this Section, the | provisions of this Act which are generally applicable to | limited liability companies, their managers, members and | transferees shall be applicable to each particular series with | respect to the operation of such series.
| (k) Except as otherwise provided in an operating agreement, | any event under this Act or in an operating agreement that | causes a manager to cease to be a manager with respect to a | series shall not, in itself, cause such manager to cease to be | a manager of the limited liability company or with respect to | any other series thereof.
| (l) Except as otherwise provided in an operating agreement, | any event under this Act or an operating agreement that causes | a member to cease to be associated with a series shall not, in | itself, cause such member to cease to be associated with any | other series or terminate the continued membership of a member | in the limited liability company or cause the termination of |
| the series, regardless of whether such member was the last | remaining member associated with such series.
| (m) Except to the extent otherwise provided in the | operating agreement, a series may be dissolved and its affairs | wound up without causing the dissolution of the limited | liability company. The dissolution of a series established in | accordance with subsection (b) of this Section shall not affect | the limitation on liabilities of such series provided by | subsection (b) of this Section. A series is terminated and its | affairs shall be wound up upon the dissolution of the limited | liability company under Article 35 of this Act.
| (n) If a limited liability company with the ability to | establish series does not register to do business in a foreign | jurisdiction for itself and certain of its series, a series of | a limited liability company may itself register to do business | as a limited liability company in the foreign jurisdiction in | accordance with the laws of the foreign jurisdiction.
| (o) If a foreign limited liability company, as permitted in | the jurisdiction of its organization, has established a series | having separate rights, powers or duties and has limited the | liabilities of such series so that the debts, liabilities and | obligations incurred, contracted for or otherwise existing | with respect to a particular series are enforceable against the | assets of such series only, and not against the assets of the | limited liability company generally or any other series | thereof, or so that the debts, liabilities, obligations and |
| expenses incurred, contracted for or otherwise existing with | respect to the limited liability company generally or any other | series thereof are not enforceable against the assets of such | series, then the limited liability company, on behalf of itself | or any of its series, or any of its series on their own behalf | may register to do business in the State in accordance with | Section 45-5 of this Act. The limitation of liability shall be | so stated on the application for admission as a foreign limited | liability company and a certificate of designation shall be | filed for each series being registered to do business in the | State by the limited liability company. Unless otherwise | provided in the operating agreement, the debts, liabilities and | obligations incurred, contracted for or otherwise existing | with respect to a particular series of such a foreign limited | liability company shall be enforceable against the assets of | such series only, and not against the assets of the foreign | limited liability company generally or any other series thereof | and none of the debts, liabilities, obligations and expenses | incurred, contracted for or otherwise existing with respect to | such a foreign limited liability company generally or any other | series thereof shall be enforceable against the assets of such | series.
| (Source: P.A. 98-720, eff. 7-16-14.)
| Section 99. Effective date. This Act takes effect July 1, | 2016.
|
Effective Date: 7/22/2016
|
Translate
