HB4360 EngrossedLRB098 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, 35-3, 37-40, and 45-15 as follows:
 
17    (805 ILCS 180/1-10)
18    Sec. 1-10. Limited liability company name.
19    (a) The name of each limited liability company or foreign
20limited liability company organized, existing, or subject to
21the provisions of this Act as set forth in its articles of
22organization:
23        (1) shall contain the terms "limited liability
24    company", "L.L.C.", or "LLC", or, if organized as a

 

 

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

 

 

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

 

 

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

 

 

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1    abbreviation of one of those words.
2        (2) Articles, conjunctions, contractions,
3    abbreviations, or different tenses or number of the same
4    word.
5(Source: P.A. 96-7, eff. 4-3-09; 96-126, eff. 1-1-10; 96-1000,
6eff. 7-2-10.)
 
7    (805 ILCS 180/35-3)
8    Sec. 35-3. Limited liability company continues after
9dissolution.
10    (a) Subject to subsections (b) and (c) of this Section, a
11limited liability company continues after dissolution only for
12the purpose of winding up its business.
13    (b) At any time after the dissolution of a limited
14liability company and before the winding up of its business is
15completed, the members, including a dissociated member whose
16dissociation caused the dissolution, may unanimously waive the
17right to have the company's business wound up and the company
18terminated. Any such waiver shall take effect upon In that
19case:
20        (1) (blank); the limited liability company resumes
21    carrying on its business as if dissolution had never
22    occurred and any liability incurred by the company or a
23    member after the dissolution and before the waiver is
24    determined as if the dissolution had never occurred; and
25        (2) (blank); the rights of a third party accruing under

 

 

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1    subsection (a) of Section 35-7 or arising out of conduct in
2    reliance on the dissolution before the third party knew or
3    received a notification of the waiver are not adversely
4    affected.
5        (3) the filing with the Secretary of State by the
6    limited liability company of all reports then due and
7    theretofore becoming due;
8        (4) the payment to the Secretary of State by the
9    limited liability company of all fees and penalties then
10    due and theretofore becoming due; and
11        (5) the filing of articles of revocation of dissolution
12    setting forth:
13            (A) the name of the limited liability company at
14        the time of filing the articles of dissolution;
15            (B) if the name is not available for use as
16        determined by the Secretary of State at the time of
17        filing the articles of revocation of dissolution, the
18        name of the limited liability company as changed,
19        provided that any change of name is properly effected
20        under Section 1-10 and Section 5-25 of this Act;
21            (C) the effective date of the dissolution that was
22        revoked;
23            (D) the date that the revocation of dissolution was
24        authorized;
25            (E) a statement that the members have unanimously
26        waived the right to have the company's business wound

 

 

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1        up and the company terminated; and
2            (F) the address, including street and number or
3        rural route number, of the registered office of the
4        limited liability company upon revocation of
5        dissolution and the name of its registered agent at
6        that address upon the revocation of dissolution of the
7        limited liability company, provided that any change
8        from either the registered office or the registered
9        agent at the time of dissolution is properly reported
10        under Section 1-35 of this Act.
11    Upon compliance with the provisions of this subsection, the
12Secretary of State shall file the articles of revocation of
13dissolution. Upon filing of the articles of revocation of
14dissolution:
15        (i) the limited liability company resumes carrying on
16    its business as if dissolution had never occurred, and any
17    liability incurred by the limited liability company or a
18    member after the dissolution and before the waiver is
19    determined as if the dissolution had never occurred; and
20        (ii) the rights of a third party accruing under
21    subsection (a) of Section 35-7 or arising out of conduct in
22    reliance on the dissolution before the third party knew or
23    received a notification of the waiver are not adversely
24    affected.
25    (c) Unless otherwise provided in the articles of
26organization or the operating agreement, the limited liability

 

 

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1company is not dissolved and is not required to be wound up if:
2        (1) within 6 months or such period as is provided for
3    in the articles of organization or the operating agreement
4    after the occurrence of the event that caused the
5    dissociation of the last remaining member, the personal
6    representative of the last remaining member agrees in
7    writing to continue the limited liability company until the
8    admission of the personal representative of that member or
9    its nominee or designee to the limited liability company as
10    a member, effective as of the occurrence of the event that
11    caused the dissociation of the last remaining member,
12    provided that the articles of organization or the operating
13    agreement may provide that the personal representative of
14    the last remaining member shall be obligated to agree in
15    writing to continue the limited liability company and to
16    the admission of the personal representative of that member
17    or its nominee or designee to the limited liability company
18    as a member, effective as of the occurrence of the event
19    that caused the dissociation of the last remaining member;
20    or
21        (2) a member is admitted to the limited liability
22    company in the manner provided for in the articles of
23    organization or the operating agreement, effective as of
24    the occurrence of the event that caused the dissociation of
25    the last remaining member, within 6 months or such other
26    period as is provided for in the operating agreement after

 

 

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1    the occurrence of the event that caused the dissociation of
2    the last remaining member, pursuant to a provision of the
3    articles of organization or the operating agreement that
4    specifically provides for the admission of a member to the
5    limited liability company after there is no longer a
6    remaining member of the limited liability company.
7(Source: P.A. 93-59, eff. 7-1-03.)
 
8    (805 ILCS 180/37-40)
9    Sec. 37-40. Series of members, managers or limited
10liability company interests.
11    (a) An operating agreement may establish or provide for the
12establishment of designated series of members, managers or
13limited liability company interests having separate rights,
14powers or duties with respect to specified property or
15obligations of the limited liability company or profits and
16losses associated with specified property or obligations, and
17to the extent provided in the operating agreement, any such
18series may have a separate business purpose or investment
19objective.
20    (b) Notwithstanding anything to the contrary set forth in
21this Section or under other applicable law, in the event that
22an operating agreement creates one or more series, and if
23separate and distinct records are maintained for any such
24series and the assets associated with any such series are held
25(directly or indirectly, including through a nominee or

 

 

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1otherwise) and accounted for separately from the other assets
2of the limited liability company, or any other series thereof,
3and if the operating agreement so provides, and notice of the
4limitation on liabilities of a series as referenced in this
5subsection is set forth in the articles of organization of the
6limited liability company and if the limited liability company
7has filed a certificate of designation for each series which is
8to have limited liability under this Section, then the debts,
9liabilities and obligations incurred, contracted for or
10otherwise existing with respect to a particular series shall be
11enforceable against the assets of such series only, and not
12against the assets of the limited liability company generally
13or any other series thereof, and unless otherwise provided in
14the operating agreement, none of the debts, liabilities,
15obligations and expenses incurred, contracted for or otherwise
16existing with respect to the limited liability company
17generally or any other series thereof shall be enforceable
18against the assets of such series. The fact that the articles
19of organization contain the foregoing notice of the limitation
20on liabilities of a series and a certificate of designation for
21a series is on file in the Office of the Secretary of State
22shall constitute notice of such limitation on liabilities of a
23series. A series with limited liability shall be treated as a
24separate entity to the extent set forth in the articles of
25organization. Each series with limited liability may, in its
26own name, contract, hold title to assets, grant security

 

 

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1interests, sue and be sued and otherwise conduct business and
2exercise the powers of a limited liability company under this
3Act. The limited liability company and any of its series may
4elect to consolidate their operations as a single taxpayer to
5the extent permitted under applicable law, elect to work
6cooperatively, elect to contract jointly or elect to be treated
7as a single business for purposes of qualification to do
8business in this or any other state. Such elections shall not
9affect the limitation of liability set forth in this Section
10except to the extent that the series have specifically accepted
11joint liability by contract.
12    (c) Except in the case of a foreign limited liability
13company that has adopted an assumed name pursuant to Section
1445-15, the name of the series with limited liability must
15commence with contain the entire name of the limited liability
16company, as set forth in its articles of incorporation, and be
17distinguishable from the names of the other series set forth in
18the articles of organization. In the case of a foreign limited
19liability company that has adopted an assumed name pursuant to
20Section 45-15, the name of the series with limited liability
21must commence with contain the entire name, as set forth in the
22foreign limited liability company's assumed name application,
23under which the foreign limited liability company has been
24admitted to transact business in this State.
25    (d) Upon the filing of the certificate of designation with
26the Secretary of State setting forth the name of each series

 

 

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1with limited liability, the series' existence shall begin, and
2each of the duplicate copies stamped "Filed" and marked with
3the filing date shall be conclusive evidence, except as against
4the State, that all conditions precedent required to be
5performed have been complied with and that the series has been
6or shall be legally organized and formed under this Act. If
7different from the limited liability company, the certificate
8of designation for each series shall list the names of the
9members if the series is member managed or the names of the
10managers if the series is manager managed. The name of a series
11with limited liability under subsection (b) of this Section may
12be changed by filing with the Secretary of State a certificate
13of designation identifying the series whose name is being
14changed and the new name of such series. If not the same as the
15limited liability company, the names of the members of a member
16managed series or of the managers of a manager managed series
17may be changed by filing a new certificate of designation with
18the Secretary of State. A series with limited liability under
19subsection (b) of this Section may be dissolved by filing with
20the Secretary of State a certificate of designation identifying
21the series being dissolved or by the dissolution of the limited
22liability company as provided in subsection (m) of this
23Section. Certificates of designation may be executed by the
24limited liability company or any manager, person or entity
25designated in the operating agreement for the limited liability
26company.

 

 

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1    (e) A series of a limited liability company will be deemed
2to be in good standing as long as the limited liability company
3is in good standing.
4    (f) The registered agent and registered office for the
5limited liability company in Illinois shall serve as the agent
6and office for service of process in Illinois for each series.
7    (g) An operating agreement may provide for classes or
8groups of members or managers associated with a series having
9such relative rights, powers and duties as the operating
10agreement may provide, and may make provision for the future
11creation of additional classes or groups of members or managers
12associated with the series having such relative rights, powers
13and duties as may from time to time be established, including
14rights, powers and duties senior to existing classes and groups
15of members or managers associated with the series.
16    (h) A series may be managed by either the member or members
17associated with the series or by a manager or managers chosen
18by the members of such series, as provided in the operating
19agreement. Unless otherwise provided in an operating
20agreement, the management of a series shall be vested in the
21members associated with such series.
22    (i) An operating agreement may grant to all or certain
23identified members or managers or a specified class or group of
24the members or managers associated with a series the right to
25vote separately or with all or any class or group of the
26members or managers associated with the series, on any matter.

 

 

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1An operating agreement may provide that any member or class or
2group of members associated with a series shall have no voting
3rights.
4    (j) Except to the extent modified in this Section, the
5provisions of this Act which are generally applicable to
6limited liability companies, their managers, members and
7transferees shall be applicable to each particular series with
8respect to the operation of such series.
9    (k) Except as otherwise provided in an operating agreement,
10any event under this Act or in an operating agreement that
11causes a manager to cease to be a manager with respect to a
12series shall not, in itself, cause such manager to cease to be
13a manager of the limited liability company or with respect to
14any other series thereof.
15    (l) Except as otherwise provided in an operating agreement,
16any event under this Act or an operating agreement that causes
17a member to cease to be associated with a series shall not, in
18itself, cause such member to cease to be associated with any
19other series or terminate the continued membership of a member
20in the limited liability company or cause the termination of
21the series, regardless of whether such member was the last
22remaining member associated with such series.
23    (m) Except to the extent otherwise provided in the
24operating agreement, a series may be dissolved and its affairs
25wound up without causing the dissolution of the limited
26liability company. The dissolution of a series established in

 

 

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1accordance with subsection (b) of this Section shall not affect
2the limitation on liabilities of such series provided by
3subsection (b) of this Section. A series is terminated and its
4affairs shall be wound up upon the dissolution of the limited
5liability company under Article 35 of this Act.
6    (n) If a limited liability company with the ability to
7establish series does not register to do business in a foreign
8jurisdiction for itself and certain of its series, a series of
9a limited liability company may itself register to do business
10as a limited liability company in the foreign jurisdiction in
11accordance with the laws of the foreign jurisdiction.
12    (o) If a foreign limited liability company, as permitted in
13the jurisdiction of its organization, has established a series
14having separate rights, powers or duties and has limited the
15liabilities of such series so that the debts, liabilities and
16obligations incurred, contracted for or otherwise existing
17with respect to a particular series are enforceable against the
18assets of such series only, and not against the assets of the
19limited liability company generally or any other series
20thereof, or so that the debts, liabilities, obligations and
21expenses incurred, contracted for or otherwise existing with
22respect to the limited liability company generally or any other
23series thereof are not enforceable against the assets of such
24series, then the limited liability company, on behalf of itself
25or any of its series, or any of its series on their own behalf
26may register to do business in the State in accordance with

 

 

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1Section 45-5 of this Act. The limitation of liability shall be
2so stated on the application for admission as a foreign limited
3liability company and a certificate of designation shall be
4filed for each series being registered to do business in the
5State by the limited liability company. Unless otherwise
6provided in the operating agreement, the debts, liabilities and
7obligations incurred, contracted for or otherwise existing
8with respect to a particular series of such a foreign limited
9liability company shall be enforceable against the assets of
10such series only, and not against the assets of the foreign
11limited liability company generally or any other series thereof
12and none of the debts, liabilities, obligations and expenses
13incurred, contracted for or otherwise existing with respect to
14such a foreign limited liability company generally or any other
15series thereof shall be enforceable against the assets of such
16series.
17(Source: P.A. 94-607, eff. 8-16-05; 95-368, eff. 8-23-07.)
 
18    (805 ILCS 180/45-15)
19    Sec. 45-15. Name. A foreign limited liability company may
20be admitted to transact business in this State under any name
21(whether or not it is the name under which it is formed in the
22jurisdiction of its formation) that complies with the
23provisions of Section 1-10 would be available to a limited
24liability company. However, if the name is different from the
25name under which it is formed in its jurisdiction of

 

 

HB4360 Engrossed- 21 -LRB098 16267 JLS 52415 b

1organization, the foreign limited liability company shall also
2file an assumed name application in accordance with Section
31-20.
4(Source: P.A. 87-1062.)
 
5    Section 99. Effective date. This Act takes effect July 1,
62014.