98TH GENERAL ASSEMBLY
State of Illinois
2013 and 2014
HB4360

 

Introduced 1/28/2014, by Rep. Thaddeus Jones

 

SYNOPSIS AS INTRODUCED:
 
805 ILCS 5/4.05  from Ch. 32, par. 4.05
805 ILCS 180/1-10
805 ILCS 180/1-25
805 ILCS 180/35-3
805 ILCS 180/37-40
805 ILCS 180/45-15

    Amends the Business Corporation Act of 1983. Deletes a provision prohibiting the use of "Chicago 2016" in the corporate name without express written consent of the United States Olympic Committee. Amends the Limited Liability Company Act. Makes corresponding changes regarding the use of the term "Chicago 2016". In provisions setting forth exceptions to the prohibition against a limited liability company being formed for the business of insurance, adds an exception for the purpose of carrying on the business of a syndicate or limited syndicate under the Insurance Exchange Article of the Illinois Insurance Code. Includes foreign limited liability companies organized, existing, or subject to the Act in provisions regarding the name of a limited liability company. Sets forth requirements for waiving the right to have the limited liability company's business wound up and terminated. Effective July 1, 2014.


LRB098 16267 JLS 52415 b

 

 

A BILL FOR

 

HB4360LRB098 16267 JLS 52415 b

1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The Business Corporation Act of 1983 is amended
5by changing Section 4.05 as follows:
 
6    (805 ILCS 5/4.05)  (from Ch. 32, par. 4.05)
7    Sec. 4.05. Corporate name of domestic or foreign
8corporation.
9    (a) The corporate name of a domestic corporation or of a
10foreign corporation organized, existing or subject to the
11provisions of this Act:
12        (1) Shall contain, separate and apart from any other
13    word or abbreviation in such name, the word "corporation",
14    "company", "incorporated", or "limited", or an
15    abbreviation of one of such words, and if the name of a
16    foreign corporation does not contain, separate and apart
17    from any other word or abbreviation, one of such words or
18    abbreviations, the corporation shall add at the end of its
19    name, as a separate word or abbreviation, one of such words
20    or an abbreviation of one of such words.
21        (2) Shall not contain any word or phrase which
22    indicates or implies that the corporation (i) is authorized
23    or empowered to conduct the business of insurance,

 

 

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1    assurance, indemnity, or the acceptance of savings
2    deposits; (ii) is authorized or empowered to conduct the
3    business of banking unless otherwise permitted by the
4    Commissioner of Banks and Real Estate pursuant to Section
5    46 of the Illinois Banking Act; or (iii) is authorized or
6    empowered to be in the business of a corporate fiduciary
7    unless otherwise permitted by the Commissioner of Banks and
8    Real Estate under Section 1-9 of the Corporate Fiduciary
9    Act. The word "trust", "trustee", or "fiduciary" may be
10    used by a corporation only if it has first complied with
11    Section 1-9 of the Corporate Fiduciary Act. The word
12    "bank", "banker" or "banking" may only be used by a
13    corporation if it has first complied with Section 46 of the
14    Illinois Banking Act.
15        (3) Shall be distinguishable upon the records in the
16    office of the Secretary of State from the name or assumed
17    name of any domestic corporation or limited liability
18    company organized under the Limited Liability Company Act,
19    whether profit or not for profit, existing under any Act of
20    this State or of the name or assumed name of any foreign
21    corporation or foreign limited liability company
22    registered under the Limited Liability Company Act,
23    whether profit or not for profit, authorized to transact
24    business in this State, or a name the exclusive right to
25    which is, at the time, reserved or registered in the manner
26    provided in this Act or Section 1-15 of the Limited

 

 

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1    Liability Company Act, except that, subject to the
2    discretion of the Secretary of State, a foreign corporation
3    that has a name prohibited by this paragraph may be issued
4    a certificate of authority to transact business in this
5    State, if the foreign corporation:
6            (i) Elects to adopt an assumed corporate name or
7        names in accordance with Section 4.15 of this Act; and
8            (ii) Agrees in its application for a certificate of
9        authority to transact business in this State only under
10        such assumed corporate name or names.
11        (4) Shall contain the word "trust", if it be a domestic
12    corporation organized for the purpose of accepting and
13    executing trusts, shall contain the word "pawners", if it
14    be a domestic corporation organized as a pawners' society,
15    and shall contain the word "cooperative", if it be a
16    domestic corporation organized as a cooperative
17    association for pecuniary profit.
18        (5) Shall not contain a word or phrase, or an
19    abbreviation or derivation thereof, the use of which is
20    prohibited or restricted by any other statute of this State
21    unless such restriction has been complied with.
22        (6) Shall consist of letters of the English alphabet,
23    Arabic or Roman numerals, or symbols capable of being
24    readily reproduced by the office of the Secretary of State.
25        (7) Shall be the name under which the corporation shall
26    transact business in this State unless the corporation

 

 

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1    shall also elect to adopt an assumed corporate name or
2    names as provided in this Act; provided, however, that the
3    corporation may use any divisional designation or trade
4    name without complying with the requirements of this Act,
5    provided the corporation also clearly discloses its
6    corporate name.
7        (8) (Blank).
8        (9) Shall not, as to any corporation organized or
9    amending its corporate name on or after the effective date
10    of this amendatory Act of the 96th General Assembly,
11    without the express written consent of the United States
12    Olympic Committee, contain the words: (i) "Olympic"; (ii)
13    "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v)
14    "Citius Altius Fortius"; or (vi) "CHICOG"; or (vii)
15    "Chicago 2016".
16    (b) The Secretary of State shall determine whether a name
17is "distinguishable" from another name for purposes of this
18Act. Without excluding other names which may not constitute
19distinguishable names in this State, a name is not considered
20distinguishable, for purposes of this Act, solely because it
21contains one or more of the following:
22        (1) the word "corporation", "company", "incorporated",
23    or "limited", "limited liability" or an abbreviation of one
24    of such words;
25        (2) articles, conjunctions, contractions,
26    abbreviations, different tenses or number of the same word;

 

 

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1    (c) Nothing in this Section or Sections 4.15 or 4.20 shall:
2        (1) Require any domestic corporation existing or any
3    foreign corporation having a certificate of authority on
4    the effective date of this Act, to modify or otherwise
5    change its corporate name or assumed corporate name, if
6    any.
7        (2) Abrogate or limit the common law or statutory law
8    of unfair competition or unfair trade practices, nor
9    derogate from the common law or principles of equity or the
10    statutes of this State or of the United States with respect
11    to the right to acquire and protect copyrights, trade
12    names, trade marks, service names, service marks, or any
13    other right to the exclusive use of names or symbols.
14(Source: P.A. 96-7, eff. 4-3-09.)
 
15    Section 10. The Limited Liability Company Act is amended by
16changing Sections 1-10, 1-25, 35-3, 37-40, and 45-15 as
17follows:
 
18    (805 ILCS 180/1-10)
19    Sec. 1-10. Limited liability company name.
20    (a) The name of each limited liability company or foreign
21limited liability company organized, existing, or subject to
22the provisions of this Act as set forth in its articles of
23organization:
24        (1) shall contain the terms "limited liability

 

 

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1    company", "L.L.C.", or "LLC", or, if organized as a
2    low-profit limited liability company under Section 1-26 of
3    this Act, shall contain the term "L3C";
4        (2) may not contain a word or phrase, or an
5    abbreviation or derivation thereof, the use of which is
6    prohibited or restricted by any other statute of this State
7    unless the restriction has been complied with;
8        (3) shall consist of letters of the English alphabet,
9    Arabic or Roman numerals, or symbols capable of being
10    readily reproduced by the Office of the Secretary of State;
11        (4) shall not contain any of the following terms:
12    "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.,"
13    "Co.," "Limited Partnership" or "L.P.";
14        (5) shall be the name under which the limited liability
15    company transacts business in this State unless the limited
16    liability company also elects to adopt an assumed name or
17    names as provided in this Act; provided, however, that the
18    limited liability company may use any divisional
19    designation or trade name without complying with the
20    requirements of this Act, provided the limited liability
21    company also clearly discloses its name;
22        (6) shall not contain any word or phrase that indicates
23    or implies that the limited liability company is authorized
24    or empowered to be in the business of a corporate fiduciary
25    unless otherwise permitted by the Commissioner of the
26    Office of Banks and Real Estate under Section 1-9 of the

 

 

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1    Corporate Fiduciary Act. The word "trust", "trustee", or
2    "fiduciary" may be used by a limited liability company only
3    if it has first complied with Section 1-9 of the Corporate
4    Fiduciary Act;
5        (7) shall contain the word "trust", if it is a limited
6    liability company organized for the purpose of accepting
7    and executing trusts; and
8        (8) shall not, as to any limited liability company
9    organized or amending its company name on or after April 3,
10    2009 (the effective date of Public Act 96-7), without the
11    express written consent of the United States Olympic
12    Committee, contain the words: (i) "Olympic"; (ii)
13    "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v)
14    "Citius Altius Fortius"; or (vi) "CHICOG"; or (vii)
15    "Chicago 2016".
16    (b) Nothing in this Section or Section 1-20 shall abrogate
17or limit the common law or statutory law of unfair competition
18or unfair trade practices, nor derogate from the common law or
19principles of equity or the statutes of this State or of the
20United States of America with respect to the right to acquire
21and protect copyrights, trade names, trademarks, service
22marks, service names, or any other right to the exclusive use
23of names or symbols.
24    (c) (Blank).
25    (d) The name shall be distinguishable upon the records in
26the Office of the Secretary of State from all of the following:

 

 

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1        (1) Any limited liability company that has articles of
2    organization filed with the Secretary of State under
3    Section 5-5.
4        (2) Any foreign limited liability company admitted to
5    transact business in this State.
6        (3) Any name for which an exclusive right has been
7    reserved in the Office of the Secretary of State under
8    Section 1-15.
9        (4) Any assumed name that is registered with the
10    Secretary of State under Section 1-20.
11        (5) Any corporate name or assumed corporate name of a
12    domestic or foreign corporation subject to the provisions
13    of Section 4.05 of the Business Corporation Act of 1983 or
14    Section 104.05 of the General Not For Profit Corporation
15    Act of 1986.
16    (e) The provisions of subsection (d) of this Section shall
17not apply if the organizer files with the Secretary of State a
18certified copy of a final decree of a court of competent
19jurisdiction establishing the prior right of the applicant to
20the use of that name in this State.
21    (f) The Secretary of State shall determine whether a name
22is "distinguishable" from another name for the purposes of this
23Act. Without excluding other names that may not constitute
24distinguishable names in this State, a name is not considered
25distinguishable, for purposes of this Act, solely because it
26contains one or more of the following:

 

 

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1        (1) The word "limited", "liability" or "company" or an
2    abbreviation of one of those words.
3        (2) Articles, conjunctions, contractions,
4    abbreviations, or different tenses or number of the same
5    word.
6(Source: P.A. 96-7, eff. 4-3-09; 96-126, eff. 1-1-10; 96-1000,
7eff. 7-2-10.)
 
8    (805 ILCS 180/1-25)
9    Sec. 1-25. Nature of business. A limited liability company
10may be formed for any lawful purpose or business except:
11        (1) (blank);
12        (2) insurance unless (i) , for the purpose of carrying
13    on business as a member of a group, including incorporated
14    and individual unincorporated underwriters, and the
15    Director of Insurance finds that the group meets the
16    requirements of subsection (3) of Section 86 of the
17    Illinois Insurance Code and the limited liability company,
18    if insolvent, is subject to liquidation by the Director of
19    Insurance under Article XIII of the Illinois Insurance Code
20    or (ii) for the purpose of carrying on the business of a
21    syndicate or limited syndicate under Article V 1/2 of the
22    Illinois Insurance Code;
23        (3) the practice of dentistry unless all the members
24    and managers are licensed as dentists under the Illinois
25    Dental Practice Act; or

 

 

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1        (4) the practice of medicine unless all the managers,
2    if any, are licensed to practice medicine under the Medical
3    Practice Act of 1987 and each member is either:
4            (A) licensed to practice medicine under the
5        Medical Practice Act of 1987; or
6            (B) a registered medical corporation or
7        corporations organized pursuant to the Medical
8        Corporation Act; or
9            (C) a professional corporation organized pursuant
10        to the Professional Service Corporation Act of
11        physicians licensed to practice under the Medical
12        Practice Act of 1987; or
13            (D) a limited liability company that satisfies the
14        requirements of subparagraph (A), (B), or (C).
15(Source: P.A. 95-331, eff. 8-21-07; 95-738, eff. 1-1-09.)
 
16    (805 ILCS 180/35-3)
17    Sec. 35-3. Limited liability company continues after
18dissolution.
19    (a) Subject to subsections (b) and (c) of this Section, a
20limited liability company continues after dissolution only for
21the purpose of winding up its business.
22    (b) At any time after the dissolution of a limited
23liability company and before the winding up of its business is
24completed, the members, including a dissociated member whose
25dissociation caused the dissolution, may unanimously waive the

 

 

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1right to have the company's business wound up and the company
2terminated. Any such waiver shall take effect upon In that
3case:
4        (1) (blank); the limited liability company resumes
5    carrying on its business as if dissolution had never
6    occurred and any liability incurred by the company or a
7    member after the dissolution and before the waiver is
8    determined as if the dissolution had never occurred; and
9        (2) (blank); the rights of a third party accruing under
10    subsection (a) of Section 35-7 or arising out of conduct in
11    reliance on the dissolution before the third party knew or
12    received a notification of the waiver are not adversely
13    affected.
14        (3) the filing with the Secretary of State by the
15    limited liability company of all reports then due and
16    theretofore becoming due;
17        (4) the payment to the Secretary of State by the
18    limited liability company of all fees and penalties then
19    due and theretofore becoming due; and
20        (5) the filing of articles of revocation of dissolution
21    setting forth:
22            (A) the name of the limited liability company at
23        the time of filing the articles of dissolution;
24            (B) if the name is not available for use as
25        determined by the Secretary of State at the time of
26        filing the articles of revocation of dissolution, the

 

 

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1        name of the limited liability company as changed,
2        provided that any change of name is properly effected
3        under Section 1-10 and Section 5-25 of this Act;
4            (C) the effective date of the dissolution that was
5        revoked;
6            (D) the date that the revocation of dissolution was
7        authorized;
8            (E) a statement that the members have unanimously
9        waived the right to have the company's business wound
10        up and the company terminated; and
11            (F) the address, including street and number or
12        rural route number, of the registered office of the
13        limited liability company upon revocation of
14        dissolution and the name of its registered agent at
15        that address upon the revocation of dissolution of the
16        limited liability company, provided that any change
17        from either the registered office or the registered
18        agent at the time of dissolution is properly reported
19        under Section 1-35 of this Act.
20    Upon compliance with the provisions of this subsection, the
21Secretary of State shall file the articles of revocation of
22dissolution. Upon filing of the articles of revocation of
23dissolution:
24        (i) the limited liability company resumes carrying on
25    its business as if dissolution had never occurred, and any
26    liability incurred by the limited liability company or a

 

 

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1    member after the dissolution and before the waiver is
2    determined as if the dissolution had never occurred; and
3        (ii) the rights of a third party accruing under
4    subsection (a) of Section 35-7 or arising out of conduct in
5    reliance on the dissolution before the third party knew or
6    received a notification of the waiver are not adversely
7    affected.
8    (c) Unless otherwise provided in the articles of
9organization or the operating agreement, the limited liability
10company is not dissolved and is not required to be wound up if:
11        (1) within 6 months or such period as is provided for
12    in the articles of organization or the operating agreement
13    after the occurrence of the event that caused the
14    dissociation of the last remaining member, the personal
15    representative of the last remaining member agrees in
16    writing to continue the limited liability company until the
17    admission of the personal representative of that member or
18    its nominee or designee to the limited liability company as
19    a member, effective as of the occurrence of the event that
20    caused the dissociation of the last remaining member,
21    provided that the articles of organization or the operating
22    agreement may provide that the personal representative of
23    the last remaining member shall be obligated to agree in
24    writing to continue the limited liability company and to
25    the admission of the personal representative of that member
26    or its nominee or designee to the limited liability company

 

 

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1    as a member, effective as of the occurrence of the event
2    that caused the dissociation of the last remaining member;
3    or
4        (2) a member is admitted to the limited liability
5    company in the manner provided for in the articles of
6    organization or the operating agreement, effective as of
7    the occurrence of the event that caused the dissociation of
8    the last remaining member, within 6 months or such other
9    period as is provided for in the operating agreement after
10    the occurrence of the event that caused the dissociation of
11    the last remaining member, pursuant to a provision of the
12    articles of organization or the operating agreement that
13    specifically provides for the admission of a member to the
14    limited liability company after there is no longer a
15    remaining member of the limited liability company.
16(Source: P.A. 93-59, eff. 7-1-03.)
 
17    (805 ILCS 180/37-40)
18    Sec. 37-40. Series of members, managers or limited
19liability company interests.
20    (a) An operating agreement may establish or provide for the
21establishment of designated series of members, managers or
22limited liability company interests having separate rights,
23powers or duties with respect to specified property or
24obligations of the limited liability company or profits and
25losses associated with specified property or obligations, and

 

 

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1to the extent provided in the operating agreement, any such
2series may have a separate business purpose or investment
3objective.
4    (b) Notwithstanding anything to the contrary set forth in
5this Section or under other applicable law, in the event that
6an operating agreement creates one or more series, and if
7separate and distinct records are maintained for any such
8series and the assets associated with any such series are held
9(directly or indirectly, including through a nominee or
10otherwise) and accounted for separately from the other assets
11of the limited liability company, or any other series thereof,
12and if the operating agreement so provides, and notice of the
13limitation on liabilities of a series as referenced in this
14subsection is set forth in the articles of organization of the
15limited liability company and if the limited liability company
16has filed a certificate of designation for each series which is
17to have limited liability under this Section, then the debts,
18liabilities and obligations incurred, contracted for or
19otherwise existing with respect to a particular series shall be
20enforceable against the assets of such series only, and not
21against the assets of the limited liability company generally
22or any other series thereof, and unless otherwise provided in
23the operating agreement, none of the debts, liabilities,
24obligations and expenses incurred, contracted for or otherwise
25existing with respect to the limited liability company
26generally or any other series thereof shall be enforceable

 

 

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1against the assets of such series. The fact that the articles
2of organization contain the foregoing notice of the limitation
3on liabilities of a series and a certificate of designation for
4a series is on file in the Office of the Secretary of State
5shall constitute notice of such limitation on liabilities of a
6series. A series with limited liability shall be treated as a
7separate entity to the extent set forth in the articles of
8organization. Each series with limited liability may, in its
9own name, contract, hold title to assets, grant security
10interests, sue and be sued and otherwise conduct business and
11exercise the powers of a limited liability company under this
12Act. The limited liability company and any of its series may
13elect to consolidate their operations as a single taxpayer to
14the extent permitted under applicable law, elect to work
15cooperatively, elect to contract jointly or elect to be treated
16as a single business for purposes of qualification to do
17business in this or any other state. Such elections shall not
18affect the limitation of liability set forth in this Section
19except to the extent that the series have specifically accepted
20joint liability by contract.
21    (c) Except in the case of a foreign limited liability
22company that has adopted an assumed name pursuant to Section
2345-15, the name of the series with limited liability must
24commence with contain the entire name of the limited liability
25company, as set forth in its articles of incorporation, and be
26distinguishable from the names of the other series set forth in

 

 

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1the articles of organization. In the case of a foreign limited
2liability company that has adopted an assumed name pursuant to
3Section 45-15, the name of the series with limited liability
4must commence with contain the entire name, as set forth in the
5foreign limited liability company's assumed name application,
6under which the foreign limited liability company has been
7admitted to transact business in this State.
8    (d) Upon the filing of the certificate of designation with
9the Secretary of State setting forth the name of each series
10with limited liability, the series' existence shall begin, and
11each of the duplicate copies stamped "Filed" and marked with
12the filing date shall be conclusive evidence, except as against
13the State, that all conditions precedent required to be
14performed have been complied with and that the series has been
15or shall be legally organized and formed under this Act. If
16different from the limited liability company, the certificate
17of designation for each series shall list the names of the
18members if the series is member managed or the names of the
19managers if the series is manager managed. The name of a series
20with limited liability under subsection (b) of this Section may
21be changed by filing with the Secretary of State a certificate
22of designation identifying the series whose name is being
23changed and the new name of such series. If not the same as the
24limited liability company, the names of the members of a member
25managed series or of the managers of a manager managed series
26may be changed by filing a new certificate of designation with

 

 

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1the Secretary of State. A series with limited liability under
2subsection (b) of this Section may be dissolved by filing with
3the Secretary of State a certificate of designation identifying
4the series being dissolved or by the dissolution of the limited
5liability company as provided in subsection (m) of this
6Section. Certificates of designation may be executed by the
7limited liability company or any manager, person or entity
8designated in the operating agreement for the limited liability
9company.
10    (e) A series of a limited liability company will be deemed
11to be in good standing as long as the limited liability company
12is in good standing.
13    (f) The registered agent and registered office for the
14limited liability company in Illinois shall serve as the agent
15and office for service of process in Illinois for each series.
16    (g) An operating agreement may provide for classes or
17groups of members or managers associated with a series having
18such relative rights, powers and duties as the operating
19agreement may provide, and may make provision for the future
20creation of additional classes or groups of members or managers
21associated with the series having such relative rights, powers
22and duties as may from time to time be established, including
23rights, powers and duties senior to existing classes and groups
24of members or managers associated with the series.
25    (h) A series may be managed by either the member or members
26associated with the series or by a manager or managers chosen

 

 

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1by the members of such series, as provided in the operating
2agreement. Unless otherwise provided in an operating
3agreement, the management of a series shall be vested in the
4members associated with such series.
5    (i) An operating agreement may grant to all or certain
6identified members or managers or a specified class or group of
7the members or managers associated with a series the right to
8vote separately or with all or any class or group of the
9members or managers associated with the series, on any matter.
10An operating agreement may provide that any member or class or
11group of members associated with a series shall have no voting
12rights.
13    (j) Except to the extent modified in this Section, the
14provisions of this Act which are generally applicable to
15limited liability companies, their managers, members and
16transferees shall be applicable to each particular series with
17respect to the operation of such series.
18    (k) Except as otherwise provided in an operating agreement,
19any event under this Act or in an operating agreement that
20causes a manager to cease to be a manager with respect to a
21series shall not, in itself, cause such manager to cease to be
22a manager of the limited liability company or with respect to
23any other series thereof.
24    (l) Except as otherwise provided in an operating agreement,
25any event under this Act or an operating agreement that causes
26a member to cease to be associated with a series shall not, in

 

 

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1itself, cause such member to cease to be associated with any
2other series or terminate the continued membership of a member
3in the limited liability company or cause the termination of
4the series, regardless of whether such member was the last
5remaining member associated with such series.
6    (m) Except to the extent otherwise provided in the
7operating agreement, a series may be dissolved and its affairs
8wound up without causing the dissolution of the limited
9liability company. The dissolution of a series established in
10accordance with subsection (b) of this Section shall not affect
11the limitation on liabilities of such series provided by
12subsection (b) of this Section. A series is terminated and its
13affairs shall be wound up upon the dissolution of the limited
14liability company under Article 35 of this Act.
15    (n) If a limited liability company with the ability to
16establish series does not register to do business in a foreign
17jurisdiction for itself and certain of its series, a series of
18a limited liability company may itself register to do business
19as a limited liability company in the foreign jurisdiction in
20accordance with the laws of the foreign jurisdiction.
21    (o) If a foreign limited liability company, as permitted in
22the jurisdiction of its organization, has established a series
23having separate rights, powers or duties and has limited the
24liabilities of such series so that the debts, liabilities and
25obligations incurred, contracted for or otherwise existing
26with respect to a particular series are enforceable against the

 

 

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1assets of such series only, and not against the assets of the
2limited liability company generally or any other series
3thereof, or so that the debts, liabilities, obligations and
4expenses incurred, contracted for or otherwise existing with
5respect to the limited liability company generally or any other
6series thereof are not enforceable against the assets of such
7series, then the limited liability company, on behalf of itself
8or any of its series, or any of its series on their own behalf
9may register to do business in the State in accordance with
10Section 45-5 of this Act. The limitation of liability shall be
11so stated on the application for admission as a foreign limited
12liability company and a certificate of designation shall be
13filed for each series being registered to do business in the
14State by the limited liability company. Unless otherwise
15provided in the operating agreement, the debts, liabilities and
16obligations incurred, contracted for or otherwise existing
17with respect to a particular series of such a foreign limited
18liability company shall be enforceable against the assets of
19such series only, and not against the assets of the foreign
20limited liability company generally or any other series thereof
21and none of the debts, liabilities, obligations and expenses
22incurred, contracted for or otherwise existing with respect to
23such a foreign limited liability company generally or any other
24series thereof shall be enforceable against the assets of such
25series.
26(Source: P.A. 94-607, eff. 8-16-05; 95-368, eff. 8-23-07.)
 

 

 

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1    (805 ILCS 180/45-15)
2    Sec. 45-15. Name. A foreign limited liability company may
3be admitted to transact business in this State under any name
4(whether or not it is the name under which it is formed in the
5jurisdiction of its formation) that complies with the
6provisions of Section 1-10 would be available to a limited
7liability company. However, if the name is different from the
8name under which it is formed in its jurisdiction of
9organization, the foreign limited liability company shall also
10file an assumed name application in accordance with Section
111-20.
12(Source: P.A. 87-1062.)
 
13    Section 99. Effective date. This Act takes effect July 1,
142014.