Rep. Barbara Flynn Currie

Filed: 5/27/2014

 

 


 

 


 
09800SB1098ham001LRB098 05367 JLS 60027 a

1
AMENDMENT TO SENATE BILL 1098

2    AMENDMENT NO. ______. Amend Senate Bill 1098 on page 1 by
3replacing line 5 with the following:
 
4"by changing Sections 8.65, 12.40, 12.45, and 12.80 as follows:
 
5    (805 ILCS 5/8.65)  (from Ch. 32, par. 8.65)
6    Sec. 8.65. Liability of directors in certain cases.
7    (a) In addition to any other liabilities imposed by law
8upon directors of a corporation, they are liable as follows:
9        (1) The directors of a corporation who vote for or
10    assent to any distribution prohibited by Section 9.10 of
11    this Act shall be jointly and severally liable to the
12    corporation for the amount of such distribution.
13        (2) If a dissolved corporation shall proceed to bar any
14    known claims against it under Section 12.75, the directors
15    of such corporation who fail to take reasonable steps to
16    cause the notice required by Section 12.75 of this Act to

 

 

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1    be given to any known creditor of such corporation shall be
2    jointly and severally liable to such creditor for all loss
3    and damage occasioned thereby.
4        (3) Unless dissolution is subsequently revoked
5    pursuant to Section 12.25 of this Act, the The directors of
6    a corporation that carries on its business after the filing
7    by the Secretary of State of articles of dissolution with
8    respect to a voluntary dissolution authorized as provided
9    by this Act, otherwise than so far as may be necessary or
10    appropriate to wind up and liquidate its business and
11    affairs for the winding up thereof, shall be jointly and
12    severally liable to the creditors of such corporation for
13    all debts and liabilities of the corporation incurred in so
14    carrying on its business. Directors of a corporation that
15    carries on its business during a period of administrative
16    dissolution shall not be liable under this paragraph (a)(3)
17    if the Secretary of State subsequently files an application
18    for reinstatement under subsection (c) of Section 12.45,
19    which reinstatement shall have the effect described in
20    subsection (d) of Section 12.45.
21    (b) A director of a corporation who is present at a meeting
22of its board of directors at which action on any corporate
23matter is taken is conclusively presumed to have assented to
24the action taken unless his or her dissent is entered in the
25minutes of the meeting or unless he or she files his or her
26written dissent to such action with the person acting as the

 

 

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1secretary of the meeting before the adjournment thereof or
2forwards such dissent by registered or certified mail to the
3secretary of the corporation immediately after the adjournment
4of the meeting. Such right to dissent does not apply to a
5director who voted in favor of such action.
6    (c) A director shall not be liable for a distribution of
7assets to the shareholders of a corporation in excess of the
8amount authorized by Section 9.10 of this Act if he or she
9relied and acted in good faith upon a balance sheet and profit
10and loss statement of the corporation represented to him or her
11to be correct by the president or the officer of such
12corporation having charge of its books of account, or certified
13by an independent public or certified public accountant or firm
14of such accountants to fairly reflect the financial condition
15of such corporation, nor shall he or she be so liable if in
16good faith in determining the amount available for any such
17dividend or distribution he or she considered the assets to be
18of their book value.
19    (d) Any director against whom a claim is asserted under
20this Section and who is held liable thereon, is entitled to
21contribution from the other directors who are likewise liable
22thereon.
23    Any director against whom a claim is asserted for the
24improper distribution of assets of a corporation and who is
25held liable thereon, is entitled to contribution from the
26shareholders who knowingly accepted or received any such

 

 

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1distribution in proportion to the amounts received by them
2respectively.
3(Source: P.A. 84-924.)
 
4    (805 ILCS 5/12.40)  (from Ch. 32, par. 12.40)
5    Sec. 12.40. Procedure for administrative dissolution.
6    (a) After the Secretary of State determines that one or
7more grounds exist under Section 12.35 for the administrative
8dissolution of a corporation, he or she shall send by regular
9mail to each delinquent corporation a Notice of Delinquency to
10its registered office, or, if the corporation has failed to
11maintain a registered office, then to the president or other
12principal officer at the last known office of said officer.
13    (b) If the corporation does not correct the default
14described in paragraphs (a) through (e) of Section 12.35 within
1590 days following such notice, the Secretary of State shall
16thereupon dissolve the corporation by issuing a certificate of
17dissolution that recites the ground or grounds for dissolution
18and its effective date. If the corporation does not correct the
19default described in paragraphs (f) through (h) of Section
2012.35, within 30 days following such notice, the Secretary of
21State shall thereupon dissolve the corporation by issuing a
22certificate of dissolution as herein prescribed. The Secretary
23of State shall file the original of the certificate in his or
24her office and mail one copy to the corporation at its
25registered office or, if the corporation has failed to maintain

 

 

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1a registered office, then to the president or other principal
2officer at the last known office of said officer.
3    (c) The administrative dissolution of a corporation
4terminates its corporate existence and such a dissolved
5corporation shall not thereafter carry on any business,
6provided however, that such a dissolved corporation may take
7all action authorized under Section 12.75 or as otherwise
8necessary or appropriate to wind up and liquidate its business
9and affairs under Section 12.30.
10(Source: P.A. 96-1121, eff. 1-1-11.)
 
11    (805 ILCS 5/12.45)  (from Ch. 32, par. 12.45)
12    Sec. 12.45. Reinstatement following administrative
13dissolution.
14    (a) A domestic corporation administratively dissolved
15under Section 12.40 may be reinstated by the Secretary of State
16following the date of issuance of the certificate of
17dissolution upon:
18        (1) The filing of an application for reinstatement.
19        (2) The filing with the Secretary of State by the
20    corporation of all reports then due and theretofore
21    becoming due.
22        (3) The payment to the Secretary of State by the
23    corporation of all fees, franchise taxes, and penalties
24    then due and theretofore becoming due.
25    (b) The application for reinstatement shall be executed and

 

 

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1filed in duplicate in accordance with Section 1.10 of this Act
2and shall set forth:
3        (1) The name of the corporation at the time of the
4    issuance of the certificate of dissolution.
5        (2) If such name is not available for use as determined
6    by the Secretary of State at the time of filing the
7    application for reinstatement, the name of the corporation
8    as changed, provided however, and any change of name is
9    properly effected pursuant to Section 10.05 and Section
10    10.30 of this Act.
11        (3) The date of the issuance of the certificate of
12    dissolution.
13        (4) The address, including street and number, or rural
14    route number of the registered office of the corporation
15    upon reinstatement thereof, and the name of its registered
16    agent at such address upon the reinstatement of the
17    corporation, provided however, that any change from either
18    the registered office or the registered agent at the time
19    of dissolution is properly reported pursuant to Section
20    5.10 of this Act.
21    (c) When a dissolved corporation has complied with the
22provisions of this Section the Secretary of State shall file
23the application for reinstatement.
24    (d) Upon the filing of the application for reinstatement,
25the corporate existence for all purposes shall be deemed to
26have continued without interruption from the date of the

 

 

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1issuance of the certificate of dissolution, and the corporation
2shall stand revived with such powers, duties and obligations as
3if it had not been dissolved; and all acts and proceedings of
4its officers, directors and shareholders, directors, officers,
5employees, and agents, acting or purporting to act in that
6capacity as such, and which would have been legal and valid but
7for such dissolution, shall stand ratified and confirmed.
8    (e) Without limiting the generality of subsection (d), upon
9the filing of the application for reinstatement, no
10shareholder, director, or officer shall be personally liable,
11under Section 8.65 of this Act or otherwise, for the debts and
12liabilities of the corporation incurred during the period of
13administrative dissolution by reason of the fact that the
14corporation was administratively dissolved at the time the
15debts or liabilities were incurred.
16(Source: P.A. 96-328, eff. 8-11-09.)"; and
 
17on page 2 by inserting immediately below line 1 the following:
 
18    "Section 10. The General Not For Profit Corporation Act of
191986 is amended by changing Sections 108.65, 112.40, and 112.45
20as follows:
 
21    (805 ILCS 105/108.65)  (from Ch. 32, par. 108.65)
22    Sec. 108.65. Liability of directors in certain cases.
23    (a) In addition to any other liabilities imposed by law

 

 

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1upon directors of a corporation, they are liable as follows:
2        (1) The directors of a corporation who vote for or
3    assent to any distribution not authorized by Section 109.10
4    or Article 12 of this Act shall be jointly and severally
5    liable to the corporation for the amount of such
6    distribution.
7        (2) If a dissolved corporation shall proceed to bar any
8    known claims against it under Section 112.75 of this Act,
9    the directors of such corporation who fail to take
10    reasonable steps to cause the notice required by Section
11    112.75 of this Act to be given to any known creditor of
12    such corporation shall be jointly and severally liable to
13    such creditor for all loss and damage occasioned thereby.
14        (3) Unless dissolution is subsequently revoked
15    pursuant to Section 112.25 of this Act, the The directors
16    of a corporation that conducts its affairs after the filing
17    by the Secretary of State of articles of dissolution with
18    respect to a voluntary dissolution authorized as provided
19    by this Act, otherwise than so far as may be necessary or
20    appropriate to wind up and liquidate its affairs for the
21    winding up thereof, shall be jointly and severally liable
22    to the creditors of such corporation for all debts and
23    liabilities of the corporation incurred in so conducting
24    its affairs. Directors of a corporation that conducts its
25    affairs during a period of administrative dissolution
26    shall not be liable under this paragraph (a)(3) if the

 

 

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1    Secretary of State subsequently files an application for
2    reinstatement under subsection (c) of Section 112.45,
3    which reinstatement shall have the effect described in
4    subsection (d) of Section 112.45.
5    (b) A director of a corporation who is present at a meeting
6of its board of directors at which action on any corporate
7matter is taken is conclusively presumed to have assented to
8the action taken unless his or her dissent or abstention is
9entered in the minutes of the meeting or unless he or she files
10his or her written dissent or abstention to such action with
11the person acting as the secretary of the meeting before the
12adjournment thereof or forwards such dissent or abstention by
13registered or certified mail to the secretary of the
14corporation immediately after the adjournment of the meeting.
15Such right to dissent or abstain does not apply to a director
16who voted in favor of such action.
17    (c) A director shall not be liable for a distribution of
18assets to any person in excess of the amount authorized by
19Section 109.10 or Article 12 of this Act if he or she relied
20and acted in good faith upon a balance sheet and profit and
21loss statement of the corporation represented to him or her to
22be correct by the president or the officer of such corporation
23having charge of its books of account, or certified by an
24independent public or certified public accountant or firm of
25such accountants to fairly reflect the financial condition of
26such corporation, nor shall he or she be so liable if in good

 

 

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1faith in determining the amount available for any such
2distribution he or she considered the assets to be of their
3book value.
4    (d) Any director against whom a claim is asserted under
5this Section and who is held liable thereon, is entitled to
6contribution from the other directors who are likewise liable
7thereon. Any director against whom a claim is asserted for the
8improper distribution of assets of a corporation, and who is
9held liable thereon, is entitled to contribution from the
10persons who knowingly accepted or received any such
11distribution in proportion to the amounts received by them
12respectively.
13(Source: P.A. 84-1423.)
 
14    (805 ILCS 105/112.40)  (from Ch. 32, par. 112.40)
15    Sec. 112.40. Procedure for administrative dissolution.
16    (a) After the Secretary of State determines that one or
17more grounds exist under Section 112.35 of this Act for the
18administrative dissolution of a corporation, he or she shall
19send by regular mail to each delinquent corporation a Notice of
20Delinquency to its registered office, or, if the corporation
21has failed to maintain a registered office, then to the
22president or other principal officer at the last known office
23of said officer.
24    (b) If the corporation does not correct the default within
2590 days following such notice, the Secretary of State shall

 

 

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1thereupon dissolve the corporation by issuing a certificate of
2dissolution that recites the ground or grounds for dissolution
3and its effective date. The Secretary of State shall file the
4original of the certificate in his or her office and mail one
5copy to the corporation at its registered office or, if the
6corporation has failed to maintain a registered office, then to
7the president or other principal officer at the last known
8office of said officer.
9    (c) The administrative dissolution of a corporation
10terminates its corporate existence and such a dissolved
11corporation shall not thereafter carry on any affairs, provided
12however, that such a dissolved corporation may take all action
13authorized under Section 112.75 of this Act or as otherwise
14necessary or appropriate to wind up and liquidate its affairs
15under Section 112.30 of this Act.
16(Source: P.A. 96-1121, eff. 1-1-11.)
 
17    (805 ILCS 105/112.45)  (from Ch. 32, par. 112.45)
18    Sec. 112.45. Reinstatement following administrative
19dissolution.
20    (a) A domestic corporation administratively dissolved
21under Section 112.40 of this Act may be reinstated by the
22Secretary of State following the date of issuance of the
23certificate of dissolution upon:
24        (1) The filing of an application for reinstatement;
25        (2) The filing with the Secretary of State by the

 

 

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1    corporation of all reports then due and theretofore
2    becoming due;
3        (3) The payment to the Secretary of State by the
4    corporation of all fees and penalties then due and
5    theretofore becoming due.
6    (b) The application for reinstatement shall be executed and
7filed in duplicate in accordance with Section 101.10 of this
8Act and shall set forth:
9        (1) The name of the corporation at the time of the
10    issuance of the certificate of dissolution;
11        (2) If such name is not available for use as determined
12    by the Secretary of State at the time of filing the
13    application for reinstatement, the name of the corporation
14    as changed; provided, however, that any change of name is
15    properly effected pursuant to Section 110.05 and Section
16    110.30 of this Act;
17        (3) The date of the issuance of the certificate of
18    dissolution;
19        (4) The address, including street and number, or rural
20    route number, of the registered office of the corporation
21    upon reinstatement thereof, and the name of its registered
22    agent at such address upon the reinstatement of the
23    corporation, provided however, that any change from either
24    the registered office or the registered agent at the time
25    of dissolution is properly reported pursuant to Section
26    105.10 of this Act.

 

 

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1    (c) When a dissolved corporation has complied with the
2provisions of this Section, the Secretary of State shall file
3the application for reinstatement.
4    (d) Upon the filing of the application for reinstatement,
5the corporate existence for all purposes shall be deemed to
6have continued without interruption from the date of the
7issuance of the certificate of dissolution, and the corporation
8shall stand revived with such powers, duties and obligations as
9if it had not been dissolved; and all acts and proceedings of
10its shareholders, members, officers, employees, and agents
11officers, directors and members, acting or purporting to act in
12that capacity as such, and which would have been legal and
13valid but for such dissolution, shall stand ratified and
14confirmed.
15    (e) Without limiting the generality of subsection (d), upon
16filing of the application for reinstatement, no shareholder,
17director, or officer shall be personally liable, under Section
18108.65 of this Act or otherwise, for the debts and liabilities
19of the corporation incurred during the period of administrative
20dissolution by reason of the fact that the corporation was
21administratively dissolved at the time the debts or liabilities
22were incurred.
23(Source: P.A. 94-605, eff. 1-1-06.)
 
24    Section 15. The Limited Liability Company Act is amended by
25changing Sections 35-30 and 35-40 as follows:
 

 

 

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1    (805 ILCS 180/35-30)
2    Sec. 35-30. Procedure for administrative dissolution.
3    (a) After the Secretary of State determines that one or
4more grounds exist under Section 35-25 for the administrative
5dissolution of a limited liability company, the Secretary of
6State shall send a notice of delinquency by regular mail to
7each delinquent limited liability company at its registered
8office or, if the limited liability company has failed to
9maintain a registered office, then to the last known address
10shown on the records of the Secretary of State for the
11principal place of business of the limited liability company.
12    (b) If the limited liability company does not correct the
13default described in paragraphs (1) or (2) of Section 35-25
14within 120 days following the date of the notice of
15delinquency, the Secretary of State shall thereupon dissolve
16the limited liability company by issuing a certificate of
17dissolution that recites the grounds for dissolution and its
18effective date. If the limited liability company does not
19correct the default described in paragraphs (2.5), (3), (4), or
20(5) of Section 35-25 within 60 days following the notice, the
21Secretary of State shall dissolve the limited liability company
22by issuing a certificate of dissolution that recites the
23grounds for dissolution and its effective date. The Secretary
24of State shall file the original of the certificate in his or
25her office and mail one copy to the limited liability company

 

 

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1at its registered office or, if the limited liability company
2has failed to maintain a registered office, then to the last
3known address shown on the records of the Secretary of State
4for the principal place of business of the limited liability
5company.
6    (c) Upon the administrative dissolution of a limited
7liability company, a dissolved limited liability company shall
8continue for only the purpose of winding up its business. A
9dissolved limited liability company may take all action
10authorized under Section 1-30 or otherwise necessary or
11appropriate to wind up its business and affairs and terminate.
12(Source: P.A. 98-171, eff. 8-5-13.)
 
13    (805 ILCS 180/35-40)
14    Sec. 35-40. Reinstatement following administrative
15dissolution.
16    (a) A limited liability company administratively dissolved
17under Section 35-25 may be reinstated by the Secretary of State
18following the date of issuance of the notice of dissolution
19upon:
20        (1) The filing of an application for reinstatement.
21        (2) The filing with the Secretary of State by the
22    limited liability company of all reports then due and
23    theretofore becoming due.
24        (3) The payment to the Secretary of State by the
25    limited liability company of all fees and penalties then

 

 

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1    due and theretofore becoming due.
2    (b) The application for reinstatement shall be executed and
3filed in duplicate in accordance with Section 5-45 of this Act
4and shall set forth all of the following:
5        (1) The name of the limited liability company at the
6    time of the issuance of the notice of dissolution.
7        (2) If the name is not available for use as determined
8    by the Secretary of State at the time of filing the
9    application for reinstatement, the name of the limited
10    liability company as changed, provided that any change of
11    name is properly effected under Section 1-10 and Section
12    5.25 of this Act.
13        (3) The date of issuance of the notice of dissolution.
14        (4) The address, including street and number or rural
15    route number of the registered office of the limited
16    liability company upon reinstatement thereof and the name
17    of its registered agent at that address upon the
18    reinstatement of the limited liability company, provided
19    that any change from either the registered office or the
20    registered agent at the time of dissolution is properly
21    reported under Section 1-35 of this Act.
22    (c) When a dissolved limited liability company has complied
23with the provisions of the Section, the Secretary of State
24shall file the application for reinstatement.
25    (d) Upon the filing of the application for reinstatement,
26the limited liability company existence shall be deemed to have

 

 

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1continued without interruption from the date of the issuance of
2the notice of dissolution, and the limited liability company
3shall stand revived with the powers, duties, and obligations as
4if it had not been dissolved; and all acts and proceedings of
5its members, or managers, officers, employees, and agents,
6acting or purporting to act in that capacity, and which that
7would have been legal and valid but for the dissolution, shall
8stand ratified and confirmed.
9    (e) Without limiting the generality of subsection (d), upon
10the filing of the application for reinstatement, no member,
11manager, or officer shall be personally liable for the debts
12and liabilities of the limited liability company incurred
13during the period of administrative dissolution by reason of
14the fact that the limited liability company was
15administratively dissolved at the time the debts or liabilities
16were incurred.
17(Source: P.A. 94-605, eff. 1-1-06.)
 
18    Section 20. The Uniform Limited Partnership Act (2001) is
19amended by changing Sections 809 and 810 as follows:
 
20    (805 ILCS 215/809)
21    Sec. 809. Administrative dissolution.
22    (a) The Secretary of State may dissolve a limited
23partnership administratively if the limited partnership does
24not, within 60 days after the due date:

 

 

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1        (1) pay any fee, tax, or penalty due to the Secretary
2    of State under this Act or other law;
3        (2) file its annual report with the Secretary of State;
4    or
5        (3) appoint and maintain an agent for service of
6    process in Illinois after a registered agent's notice of
7    resignation under Section 116.
8    (b) If the Secretary of State determines that a ground
9exists for administratively dissolving a limited partnership,
10the Secretary of State shall file a record of the determination
11and send a copy of the filed record to the limited
12partnership's agent for service of process in this State, or if
13the limited partnership does not appoint and maintain a proper
14agent, to the limited partnership's designated office.
15    (c) If within 60 days after service of the copy of the
16record of determination the limited partnership does not
17correct each ground for dissolution or demonstrate to the
18reasonable satisfaction of the Secretary of State that each
19ground determined by the Secretary of State does not exist, the
20Secretary of State shall administratively dissolve the limited
21partnership by preparing, signing, and filing a declaration of
22dissolution that states the grounds for dissolution. The
23Secretary of State shall send a copy to the limited
24partnership's agent for service of process in this State, or if
25the limited partnership does not appoint and maintain a proper
26agent, to the limited partnership's designated office.

 

 

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1    (d) A limited partnership administratively dissolved
2continues its existence but may carry on only activities
3necessary or appropriate to wind up its activities and
4liquidate its assets under Sections 803 and 812 and to notify
5claimants under Sections 806 and 807.
6    (e) The administrative dissolution of a limited
7partnership does not terminate the authority of its agent for
8service of process.
9(Source: P.A. 97-839, eff. 7-20-12.)
 
10    (805 ILCS 215/810)
11    Sec. 810. Reinstatement following administrative
12dissolution.
13    (a) A limited partnership that has been administratively
14dissolved under Section 809 may be reinstated by the Secretary
15of State following the date of dissolution upon:
16        (1) the filing of an application for reinstatement;
17        (2) the filing with the Secretary of State of all
18    reports then due and becoming due; and
19        (3) the payment to the Secretary of State of all fees
20    and penalties then due and becoming due.
21    (b) The application for reinstatement shall be executed and
22filed in duplicate in accordance with Section 204 and shall set
23forth all of the following:
24        (1) the name of the limited partnership at the time of
25    dissolution;

 

 

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1        (2) the date of dissolution;
2        (3) the agent for service of process and the address of
3    the agent for service of process; provided that any change
4    to either the agent for service of process or the address
5    of the agent for service of process is properly reported
6    under Section 115.
7    (c) When a limited partnership that has been
8administratively dissolved has complied with the provisions of
9this Section, the Secretary of State shall file the application
10for reinstatement.
11    (d) Upon filing of the application for reinstatement, : (i)
12the limited partnership existence shall be deemed to have
13continued without interruption from the date of dissolution and
14shall stand revived with such the powers, duties, and
15obligations, as if it had not been dissolved. , and (ii) All
16all acts and proceedings of its partners, officers, employees,
17and agents, acting or purporting to act in that capacity, and
18which that would have been legal and valid but for the
19dissolution shall stand ratified and confirmed.
20    (e) Without limiting the generality of subsection (d), upon
21the filing of the application for reinstatement, no limited
22partner or officer of the partnership shall be personally
23liable for the debts and liabilities of the limited partnership
24incurred during the period of administrative dissolution by
25reason of the fact that the limited partnership was
26administratively dissolved at the time the debts or liabilities

 

 

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1were incurred.
2(Source: P.A. 97-839, eff. 7-20-12.)".