Full Text of HB2963 100th General Assembly
HB2963ham004 100TH GENERAL ASSEMBLY | Rep. Elaine Nekritz Filed: 4/21/2017
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| 1 | | AMENDMENT TO HOUSE BILL 2963
| 2 | | AMENDMENT NO. ______. Amend House Bill 2963, AS AMENDED, in | 3 | | Section 201, by replacing subsections (a) and (b) with the | 4 | | following:
| 5 | | "(a) By complying with this Article, a domestic entity may | 6 | | become: | 7 | | (1) a domestic entity of a different type; or | 8 | | (2) a foreign entity of a different type, if the | 9 | | conversion is authorized by the law of the foreign | 10 | | jurisdiction. | 11 | | (b) By complying with the provisions of this Article | 12 | | applicable to foreign entities, a foreign entity may become a | 13 | | domestic entity of a different type if the conversion is | 14 | | authorized by the law of the foreign entity's jurisdiction of | 15 | | organization."; and | 16 | | immediately below Section 901, by inserting the following: |
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| 1 | | "Section 902. The Professional Service Corporation Act is | 2 | | amended by changing Sections 3.4 and 5 as follows:
| 3 | | (805 ILCS 10/3.4) (from Ch. 32, par. 415-3.4)
| 4 | | Sec. 3.4.
(a)
"Professional Corporation" means : | 5 | | (1) a corporation organized under this Act ; | 6 | | (2) an entity converted under the Entity Omnibus Act to | 7 | | a corporation governed by this Act; or | 8 | | (3) a foreign corporation domesticated under the | 9 | | Entity Omnibus Act and governed by this Act;
| 10 | | that is organized solely for the purpose of rendering one | 11 | | category of professional service or
related professional | 12 | | services and which has as its shareholders, directors,
| 13 | | officers, agents
and employees (other than ancillary | 14 | | personnel) only
individuals who are duly licensed by this State | 15 | | or by the United States
Patent Office or the Internal Revenue | 16 | | Service of the United States Treasury
Department to render that | 17 | | particular category of professional service or
related | 18 | | professional services (except that the secretary of the | 19 | | corporation
need not be so licensed), except that the | 20 | | registered agent of the corporation
need not be licensed in | 21 | | such case where the registered agent is not a
shareholder, | 22 | | director, officer or employee (other than ancillary
| 23 | | personnel).
| 24 | | (b) A Professional Corporation may, for purposes of |
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| 1 | | dissolution, have as
its shareholders, directors, officers, | 2 | | agents and employees individuals who
are not licensed by this | 3 | | State, provided that the corporation does not
render any | 4 | | professional services nor hold itself out as capable of or
| 5 | | available to render any professional services during the period | 6 | | of dissolution.
| 7 | | The regulating authority shall not issue or renew any | 8 | | certificate of
authority to a Professional Corporation during | 9 | | the period of dissolution.
| 10 | | A copy of the certificate of dissolution, as issued by the | 11 | | Secretary of
State, shall be delivered to the regulating | 12 | | authority within 30 days of its
receipt by the incorporators.
| 13 | | (Source: P.A. 84-1235.)
| 14 | | (805 ILCS 10/5) (from Ch. 32, par. 415-5)
| 15 | | Sec. 5. A professional corporation organized under this Act | 16 | | may consolidate or
merge only with another domestic | 17 | | professional corporation organized under
this Act to render the | 18 | | same specific professional service or related
professional | 19 | | services or with a domestic limited liability company organized | 20 | | under the Limited Liability Company Act to render the same | 21 | | specific professional service or related professional services
| 22 | | and a merger or consolidation with any foreign
corporation or | 23 | | foreign limited liability company is prohibited. A | 24 | | professional association organized under the
"Act to Authorize | 25 | | Professional Associations", approved August 9, 1961, as
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| 1 | | amended, may merge with a professional corporation formed under | 2 | | this Act by
complying with Section 4 of this Act. A conversion | 3 | | to or from a professional corporation under the Entity Omnibus | 4 | | Act is permitted only if the converted entity is organized to | 5 | | render the same specific professional service or related | 6 | | professional services.
| 7 | | (Source: P.A. 95-368, eff. 8-23-07.)".
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