Public Act 099-0608
 
HB4449 EnrolledLRB099 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