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Illinois Compiled Statutes

Information maintained by the Legislative Reference Bureau
Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide.

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BUSINESS ORGANIZATIONS
(805 ILCS 415/) Entity Omnibus Act.

805 ILCS 415/Art. 1

 
    (805 ILCS 415/Art. 1 heading)
ARTICLE 1.
GENERAL PROVISIONS
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/101

    (805 ILCS 415/101)
    Sec. 101. Short title. This Act may be cited as the Entity Omnibus Act.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/102

    (805 ILCS 415/102)
    Sec. 102. Definitions. In this Act:
    "Approve" means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law, and other law to:
        (1) propose a transaction subject to this Act;
        (2) adopt and approve the terms and conditions of the
    
transaction; and
        (3) conduct any required proceedings or otherwise
    
obtain any required votes or consents of the governors or interest holders.
    "Business corporation" means a corporation whose internal affairs are governed by the Business Corporation Act of 1983 or a similar Act in the jurisdiction of organization.
    "Conversion" means a transaction authorized by Article 2.
    "Converted entity" means the converting entity as it continues in existence after a conversion.
    "Converting entity" means the domestic entity that approves a plan of conversion pursuant to Section 203 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization.
    "Domestic entity" means an entity whose internal affairs are governed by the law of this State.
    "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.
    "Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to Section 303 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization.
    "Domestication" means a transaction authorized by Article 3.
    "Entity" means:
        (1) a business corporation;
        (2) a medical corporation;
        (3) a nonprofit corporation;
        (4) a professional service corporation;
        (5) a general partnership, including a limited
    
liability partnership;
        (6) a limited partnership, including a limited
    
liability limited partnership; and
        (7) a limited liability company.
    "Filing entity" means an entity that is created by the filing of an organizing document with the Secretary of State.
    "Foreign entity" means an entity other than a domestic entity.
    "General partnership" means a partnership whose internal affairs are governed by the Uniform Partnership Act (1997) or a similar Act in the jurisdiction of organization.
    "Governance interest" means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee, or proxy, to:
        (1) receive or demand access to information
    
concerning, or the books and records of, the entity;
        (2) vote for the election of the governors of the
    
entity; or
        (3) receive notice of or vote on any or all issues
    
involving the internal affairs of the entity.
    "Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.
    "Interest" means:
        (1) a governance interest in an unincorporated
    
entity;
        (2) a transferable interest in an unincorporated
    
entity; or
        (3) a share or membership in a corporation.
    "Interest holder" means a direct holder of an interest.
    "Interest holder liability" means:
        (1) personal liability for a liability of an entity
    
that is imposed on a person:
            (a) solely by reason of the status of the person
        
as an interest holder; or
            (b) by the organic rules of the entity pursuant
        
to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
        (2) an obligation of an interest holder under the
    
organic rules of an entity to contribute to the entity.
    "Jurisdiction of organization of an entity" means the jurisdiction whose law includes the organic law of the entity.
    "Limited partnership" means a partnership whose internal affairs are governed by the Uniform Limited Partnership Act (2001) or a similar Act in the jurisdiction of organization.
    "Limited liability company" means a company whose internal affairs are governed by the Limited Liability Company Act or a similar Act in the jurisdiction of organization.
    "Medical corporation" means a corporation whose internal affairs are governed by the Medical Corporation Act or a similar Act in the jurisdiction of organization.
    "Nonprofit corporation" means a corporation whose internal affairs are governed by General Not For Profit Corporation Act of 1986 or a similar Act in the jurisdiction of organization.
    "Organic law" means the statutes, if any, other than this Act, governing the internal affairs of an entity.
    "Organic rules" means the public organic document and private organic rules of an entity.
    "Person" means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government, or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
    "Plan" means a plan of conversion or domestication.
    "Professional service corporation" means a corporation whose internal affairs are governed by the Professional Service Corporation Act or a similar Act in the jurisdiction of organization.
    "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders, and are not part of its public organic document.
    "Protected agreement" means:
        (1) a record evidencing indebtedness and any related
    
agreement in effect on the effective date of this Act;
        (2) an agreement that is binding on an entity on the
    
effective date of this Act;
        (3) the organic rules of an entity in effect on the
    
effective date of this Act; or
        (4) an agreement that is binding on any of the
    
governors or interest holders of an entity on the effective date of this Act.
    "Public organic document" means the public record, the filing of which creates an entity, and any amendment to or restatement of that record.
    "Qualified foreign entity" means a foreign entity that is authorized to transact business in this State pursuant to a filing with the Secretary of State.
    "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
    "Secretary of State" means the governmental entity responsible for accepting and acting on the filing of organizational documents of an entity.
    "Sign" means, with present intent to authenticate or adopt a record:
        (1) to execute or adopt a tangible symbol; or
        (2) to attach to or logically associate with the
    
record an electronic sound, symbol, or process.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/103

    (805 ILCS 415/103)
    Sec. 103. Relationship of Act to other laws.
    (a) Unless displaced by particular provisions of this Act or the organic law, the principles of law and equity supplement this Act.
    (b) This Act does not authorize an act prohibited by, and does not affect, the application or requirements of law, other than this Act.
    (c) A transaction effected under this Act may not create or impair any right or obligation on the part of a person under a provision of the law of this State other than this Act relating to a transaction involving a converting or domesticating entity unless:
        (1) in the event the entity does not survive the
    
transaction, the transaction satisfies any requirements of the provision; or
        (2) in the event the entity survives the transaction,
    
the approval of the plan is by a vote of the interest holders or governors which would be sufficient to create or impair the right or obligation directly under the provision.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)

805 ILCS 415/104

    (805 ILCS 415/104)
    Sec. 104. Required notice or approval.
    (a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger must give the notice or obtain the approval in order to be a party to a conversion or domestication.
    (b) Property held for a charitable purpose under the law of this State by a domestic or foreign entity immediately before a transaction under this Act becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, or devised unless, to the extent required by or pursuant to the law of this State concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of court or approval by the Office of the Attorney General specifying the disposition of the property.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/105

    (805 ILCS 415/105)
    Sec. 105. Status of filing. A filing under this Act signed by a domestic entity becomes part of the public organic document of the entity if the entity's organic law provides that similar filings under that law become part of the public organic document of the entity.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/106

    (805 ILCS 415/106)
    Sec. 106. Nonexclusivity. The fact that a transaction under this Act produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this Act.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/107

    (805 ILCS 415/107)
    Sec. 107. Reference to external facts. A plan may refer to facts ascertainable outside of the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/108

    (805 ILCS 415/108)
    Sec. 108. Alternative means of approval of transactions. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this Act by the unanimous vote or consent of its interest holders satisfies the requirements of this Act for approval.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/109

    (805 ILCS 415/109)
    Sec. 109. Appraisal rights.
    (a) An interest holder of a domestic converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless:
        (1) the organic law permits the organic rules to
    
limit the availability of appraisal rights; and
        (2) the organic rules provide such a limit.
    (b) An interest holder of a domestic converting or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this Act to the extent provided:
        (1) in the entity's organic rules;
        (2) in the plan; or
        (3) in the case of a business corporation, by action
    
of its governors.
    (c) If an interest holder is entitled to contractual appraisal rights under subsection (b) and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, Section 11.65 of the Business Corporation Act of 1983 applies to the extent practicable or as otherwise provided in the entity's organic rules or the plan.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/110

    (805 ILCS 415/110)
    Sec. 110. Interrogatories to be propounded by the Secretary of State.
    (a) The Secretary of State may propound to any entity, domestic or foreign, subject to the provisions of this Act, and to any governor or interest holder thereof, such interrogatories as may be reasonably necessary and proper to enable the Secretary to ascertain whether the entity has complied with all the provisions of this Act applicable to the entity. The interrogatories shall be answered within 30 days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by him or her, and if directed to an entity, they shall be answered by the governor or interest holder thereof. The Secretary of State need not file any document to which the interrogatories relate until the interrogatories are answered as herein provided, and not then if the answers thereto disclose that the document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto that disclose a violation of any of the provisions of this Act.
    (b) Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose any facts or information obtained therefrom except in so far as official duty may require the same to be made public or if the interrogatories or the answers thereto are required for evidence in any criminal proceeding or in any other action by the State.
(Source: P.A. 101-491, eff. 8-23-19.)

805 ILCS 415/Art. 2

 
    (805 ILCS 415/Art. 2 heading)
ARTICLE 2.
CONVERSION
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/111

    (805 ILCS 415/111)
    Sec. 111. Application of other Acts. The Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, the Limited Liability Company Act, the Uniform Limited Partnership Act (2001), and the Uniform Partnership Act (1997), as now or hereafter amended, shall govern all matters related to the entities named in each of those Acts and in this Act except where inconsistent with the letter and purpose of this Act. This Act controls in the event of any conflict with the provisions of the above-named Acts or other laws.
(Source: P.A. 101-491, eff. 8-23-19.)

805 ILCS 415/201

    (805 ILCS 415/201)
    Sec. 201. Conversion authorized.
    (a) By complying with this Article, a domestic entity may become:
        (1) a domestic entity of a different type; or
        (2) a foreign entity of a different type, if the
    
conversion is authorized by the law of the foreign jurisdiction.
    (b) By complying with the provisions of this Article applicable to foreign entities, a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity's jurisdiction of organization.
    (c) If a protected agreement contains a provision that applies to a merger of a domestic entity, but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after the effective date of this Act.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/202

    (805 ILCS 415/202)
    Sec. 202. Plan of conversion.
    (a) A domestic entity may convert to a different type of entity under this Article by approving a plan of conversion. The plan must be in a record and contain:
        (1) the name and type of the converting entity;
        (2) the name, jurisdiction of organization, and type
    
of the converted entity;
        (3) the manner of converting the interests in the
    
converting entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing;
        (4) the proposed public organic document of the
    
converted entity if it will be a filing entity;
        (5) the full text of the private organic rules of the
    
converted entity that are proposed to be in a record;
        (6) the other terms and conditions of the conversion;
    
and
        (7) any other provision required by the law of this
    
State or the organic rules of the converting entity.
    (b) A plan of conversion may contain any other provision not prohibited by law.
    (c) The entity shall maintain the plan of conversion in accordance with the entity's policy for maintaining books and records.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)

805 ILCS 415/203

    (805 ILCS 415/203)
    Sec. 203. Approval of conversion.
    (a) A plan of conversion is not effective unless it has been approved:
        (1) by a domestic converting entity:
            (A) in accordance with the requirements, if any,
        
in its organic rules for approval of a conversion;
            (B) if its organic rules do not provide for
        
approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
                (i) in the case of an entity that is not a
            
business corporation, a merger, as if the conversion were a merger; or
                (ii) in the case of a business corporation, a
            
merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or
            (C) if neither its organic law nor organic rules
        
provide for approval of a conversion or a merger described in subparagraph (B)(ii), by all of the interest holders of the entity entitled to vote on or consent to any matter; and
        (2) in a record, by each interest holder of a
    
domestic converting entity that will have interest holder liability for liabilities that arise after the conversion becomes effective.
    (b) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)

805 ILCS 415/204

    (805 ILCS 415/204)
    Sec. 204. Amendment or abandonment of plan of conversion.
    (a) A plan of conversion of a domestic converting entity may be amended:
        (1) in the same manner as the plan was approved, if
    
the plan does not provide for the manner in which it may be amended; or
        (2) by the governors or interest holders of the
    
entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the plan of conversion is entitled to vote on or consent to any amendment of the plan that will change:
            (A) the amount or kind of interests, securities,
        
obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the plan;
            (B) the public organic document or private
        
organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
            (C) any other terms or conditions of the plan, if
        
the change would adversely affect the interest holder in any material respect.
    (b) After a plan of conversion has been approved by a domestic converting entity and before a statement of conversion becomes effective, the plan may be abandoned:
        (1) as provided in the plan; or
        (2) unless prohibited by the plan, in the same manner
    
as the plan was approved.
    (c) If a plan of conversion is abandoned after a statement of conversion has been filed with the Secretary of State and before the filing becomes effective, a statement of abandonment, signed on behalf of the entity, must be filed with the Secretary of State before the time the statement of conversion becomes effective. The statement of abandonment takes effect upon filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
        (1) the name of the converting entity;
        (2) the date on which the statement of conversion was
    
filed; and
        (3) a statement that the conversion has been
    
abandoned in accordance with this Section.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/205

    (805 ILCS 415/205)
    Sec. 205. Statement of conversion; effective date.
    (a) A statement of conversion must be signed on behalf of the converting entity and filed with the Secretary of State.
    (b) A statement of conversion must contain:
        (1) the name and type of the converting entity;
        (2) the name and type of the converted entity;
        (3) if the statement of conversion is not to be
    
effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
        (4) a statement that the plan of conversion was
    
approved in accordance with this Article;
        (5) the text of the converted entity's public organic
    
document, as an attachment, signed by a person authorized by the entity; and
        (6) if the converted entity is a domestic limited
    
liability partnership, the text of its statement of qualification, as an attachment, signed by a person authorized by the entity.
    (c) In addition to the requirements of subsection (b), a statement of conversion may contain any other provision not prohibited by law.
    (d) If the converted entity is a domestic entity, its public organic document, if any, must satisfy the requirements of the law of this State and may omit any provision that is not required to be included in a restatement of the public organic document.
    (e) (Blank).
    (f) A statement of conversion becomes effective upon the date and time of filing or the later date and time specified in the statement of conversion.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)

805 ILCS 415/206

    (805 ILCS 415/206)
    Sec. 206. Effect of conversion.
    (a) When a conversion becomes effective:
        (1) the converted entity is:
            (A) organized under and subject to the organic
        
law of the converted entity; and
            (B) the same entity without interruption as the
        
converting entity, even though the organic law of the converted entity to require or allow the name of the converted entity may be modified;
        (2) all property of the converting entity continues
    
to be vested in the converted entity without assignment, reversion, or impairment;
        (3) all liabilities of the converting entity continue
    
as liabilities of the converted entity;
        (4) except as provided by law other than this Act or
    
the plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity;
        (5) the name of the converted entity may be
    
substituted for the name of the converting entity in any pending action or proceeding;
        (6) if a converted entity is a filing entity, its
    
public organic document is effective and is binding on its interest holders;
        (7) if the converted entity is a limited liability
    
partnership, its statement of qualification is effective simultaneously;
        (8) the private organic rules of the converted entity
    
that are to be in a record, if any, approved as part of the plan of conversion are effective and are binding on and enforceable by:
            (A) its interest holders; and
            (B) in the case of a converted entity that is not
        
a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the entity's private organic rules; and
        (9) the interests in the converting entity are
    
converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under Section 109 and the converting entity's organic law.
    (b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion does not give rise to any rights that an interest holder, governor, or third party would otherwise have upon a dissolution, liquidation, or winding-up of the converting entity.
    (c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the conversion becomes effective.
    (d) When a conversion becomes effective:
        (1) the conversion does not discharge any interest
    
holder liability under the organic law of a domestic converting entity to the extent the interest holder liability arose before the conversion became effective;
        (2) a person does not have interest holder liability
    
under the organic law of a domestic converting entity for any liability that arises after the conversion becomes effective;
        (3) the organic law of a domestic converting entity
    
continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) as if the conversion had not occurred; and
        (4) a person has whatever rights of contribution
    
from any other person as are provided by the organic law or organic rules of the domestic converting entity with respect to any interest holder liability preserved under paragraph (1) as if the conversion had not occurred.
    (e) When a conversion becomes effective, a foreign entity that is the converted entity:
        (1) may be served with process in this State for the
    
collection and enforcement of any of its liabilities; and
        (2) appoints the Secretary of State as its agent for
    
service of process for collecting or enforcing those liabilities.
    (f) If the converting entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the converting entity is canceled when the conversion becomes effective.
    (g) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)

805 ILCS 415/Art. 3

 
    (805 ILCS 415/Art. 3 heading)
ARTICLE 3.
DOMESTICATION
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/301

    (805 ILCS 415/301)
    Sec. 301. Domestication authorized.
    (a) Except as otherwise provided in this Section, by complying with this Article, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.
    (b) Except as otherwise provided in this Section, by complying with the provisions of this Article applicable to foreign entities a foreign entity may become a domestic entity of the same type in this State if the domestication is authorized by the law of the foreign entity's jurisdiction of organization.
    (c) When the term domestic entity is used in this Article with reference to a foreign jurisdiction, it means an entity whose internal affairs are governed by the law of the foreign jurisdiction.
    (d) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision applies to a domestication of the entity as if the domestication were a merger until the provision is amended after the effective date of this Act.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/302

    (805 ILCS 415/302)
    Sec. 302. Plan of domestication.
    (a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain:
        (1) the name and type of the domesticating entity;
        (2) the name and jurisdiction of organization of the
    
domesticated entity;
        (3) the manner of converting the interests in
    
the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing;
        (4) the proposed public organic document of the
    
domesticated entity if it is a filing entity;
        (5) the full text of the private organic rules of the
    
domesticated entity that are proposed to be in a record;
        (6) the other terms and conditions of the
    
domestication; and
        (7) any other provision required by the law of this
    
State or the organic rules of the domesticating entity.
    (b) A plan of domestication may contain any other provision not prohibited by law.
    (c) The entity shall maintain the plan of domestication in accordance with the entity's policy for maintaining books and records.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)

805 ILCS 415/303

    (805 ILCS 415/303)
    Sec. 303. Approval of domestication.
    (a) A plan of domestication is not effective unless it has been approved:
        (1) by a domestic domesticating entity:
            (A) in accordance with the requirements, if any,
        
in its organic rules for approval of a domestication;
            (B) if its organic rules do not provide for
        
approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
                (i) in the case of an entity that is not a
            
business corporation, a merger, as if the domestication were a merger; or
                (ii) in the case of a business corporation, a
            
merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type of merger; or
            (C) if neither its organic law nor organic rules
        
provide for approval of a domestication or a merger described in subparagraph (B)(ii), by all of the interest holders of the entity entitled to vote on or consent to any matter; and
        (2) in a record, by each interest holder of a
    
domestic domesticating entity that will have interest holder liability for liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
            (A) the organic rules of the entity in a record
        
provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
            (B) the interest holder voted for or consented in
        
a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
    (b) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of organization.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/304

    (805 ILCS 415/304)
    Sec. 304. Amendment or abandonment of plan of domestication.
    (a) A plan of domestication of a domestic domesticating entity may be amended:
        (1) in the same manner as the plan was approved, if
    
the plan does not provide for the manner in which it may be amended; or
        (2) by the governors or interest holders of the
    
entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:
            (A) the amount or kind of interests,
        
securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the plan;
            (B) the public organic document or private
        
organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or
            (C) any other terms or conditions of the plan, if
        
the change would adversely affect the interest holder in any material respect.
    (b) After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned:
        (1) as provided in the plan; or
        (2) unless prohibited by the plan, in the same manner
    
as the plan was approved.
    (c) If a plan of domestication is abandoned after a statement of domestication has been filed with the Secretary of State and before the filing becomes effective, a statement of abandonment, signed on behalf of the entity, must be filed with the Secretary of State before the time the statement of domestication becomes effective. The statement of abandonment takes effect upon filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:
        (1) the name of the domesticating entity;
        (2) the date on which the statement of domestication
    
was filed; and
        (3) a statement that the domestication has been
    
abandoned in accordance with this Section.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/305

    (805 ILCS 415/305)
    Sec. 305. Statement of domestication; effective date.
    (a) A statement of domestication must be signed on behalf of the domesticating entity and filed with the Secretary of State.
    (b) A statement of domestication must contain:
        (1) the name, jurisdiction of organization, and type
    
of the domesticating entity;
        (2) the name and jurisdiction of organization of the
    
domesticated entity;
        (3) if the statement of domestication is not to be
    
effective upon filing, the later date and time on which it will become effective, which may not be more than 30 days after the date of filing;
        (4) if the domesticating entity is a domestic entity,
    
a statement that the plan of domestication was approved in accordance with this Article or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of organization;
        (5) if the domesticated entity is a domestic filing
    
entity, its public organic document, as an attachment signed by a person authorized by the entity;
        (6) if the domesticated entity is a domestic
    
limited liability partnership, its statement of qualification, as an attachment; and
        (7) if the domesticated entity is a foreign entity
    
that is not a qualified foreign entity, a mailing address to which the Secretary of State may send any process served on the Secretary of State pursuant to subsection (e) of Section 306.
    (c) In addition to the requirements of subsection (b), a statement of domestication may contain any other provision not prohibited by law.
    (d) If the domesticated entity is a domestic entity, its public organic document, if any, must satisfy the requirements of the law of this State and may omit any provision that is not required to be included in a restatement of the public organic document.
    (e) A statement of domestication becomes effective upon the date and time of filing or the later date and time specified in the statement of domestication.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)

805 ILCS 415/306

    (805 ILCS 415/306)
    Sec. 306. Effect of domestication.
    (a) When a domestication becomes effective:
        (1) the domesticated entity is:
            (A) organized under and subject to the organic
        
law of the domesticated entity; and
            (B) the same entity without interruption as the
        
domesticating entity, even though the organic law of the domesticated entity may require or allow the name of the domesticated entity to be modified;
        (2) all property of the domesticating entity
    
continues to be vested in the domesticated entity without assignment, reversion, or impairment;
        (3) all liabilities of the domesticating entity
    
continue as liabilities of the domesticated entity;
        (4) except as provided by law other than this Act or
    
the plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity;
        (5) the name of the domesticated entity may be
    
substituted for the name of the domesticating entity in any pending action or proceeding;
        (6) if the domesticated entity is a filing entity,
    
its public organic document is effective and is binding on its interest holders;
        (7) the private organic rules of the domesticated
    
entity that are to be in a record, if any, approved as part of the plan of domestication are effective and are binding on and enforceable by:
            (A) its interest holders; and
            (B) in the case of a domesticated entity that is
        
not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the domesticated entity's private organic rules; and
        (8) the interests in the domesticating entity are
    
converted to the extent and as approved in connection with the domestication, and the interest holders of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under Section 109 and the domesticating entity's organic law.
    (b) Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication does not give rise to any rights that an interest holder, governor, or third party would otherwise have upon a dissolution, liquidation, or winding-up of the domesticating entity.
    (c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication has interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the domestication becomes effective.
    (d) When a domestication becomes effective:
        (1) the domestication does not discharge any interest
    
holder liability under the organic law of a domestic domesticating entity to the extent the interest holder liability arose before the domestication became effective;
        (2) a person does not have interest holder liability
    
under the organic law of a domestic domesticating entity for any liability that arises after the domestication becomes effective;
        (3) the organic law of a domestic domesticating
    
entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) as if the domestication had not occurred; and
        (4) a person has whatever rights of contribution
    
from any other person as are provided by the organic law or organic rules of a domestic domesticating entity with respect to any interest holder liability preserved under paragraph (1) as if the domestication had not occurred.
    (e) When a domestication becomes effective, a foreign entity that is the domesticated entity:
        (1) may be served with process in this State for the
    
collection and enforcement of any of its liabilities; and
        (2) appoints the Secretary of State as its agent
    
for service of process for collecting or enforcing those liabilities.
    (f) If the domesticating entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the domesticating entity is canceled when the domestication becomes effective.
    (g) A domestication does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)

805 ILCS 415/Art. 4

 
    (805 ILCS 415/Art. 4 heading)
ARTICLE 4.
FEES AND OTHER MATTERS
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/401

    (805 ILCS 415/401)
    Sec. 401. Fees.
    (a) The Secretary of State shall charge and collect in accordance with the provisions of this Act and the rules adopted under its authority all of the following:
        (1) Fees for filing documents.
        (2) Miscellaneous charges.
        (3) Fees for the sale of lists of filings and for
    
copies of any documents.
    (b) The Secretary of State shall charge and collect for all of the following:
        (1) Filing statement of conversion, $100.
        (2) Filing statement of domestication, $100.
        (3) Filing statement of amendments, $150.
        (4) Filing statement of abandonment, $100.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/402

    (805 ILCS 415/402)
    Sec. 402. Powers of Secretary of State and rulemaking.
    (a) The Secretary of State has the power and authority reasonably necessary to administer this Act efficiently and to perform the duties imposed in this Act. The Secretary of State's function under this Act is to be a central depository for the statements required by this Act.
    (b) The Secretary of State has the power and authority to adopt rules, in accordance with the Illinois Administrative Procedure Act, necessary to administer this Act efficiently and to perform the duties imposed in this Act.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/403

    (805 ILCS 415/403)
    Sec. 403. Certified copies and certificates.
    (a) Copies, photostatic or otherwise, of documents filed in the Office of the Secretary of State in accordance with this Act, when certified by the Secretary of State under the Great Seal of the State of Illinois, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated in the documents.
    (b) Certificates by the Secretary of State under the Great Seal of the State of Illinois as to the existence or nonexistence of facts relating to entities filing under this Act, which would not appear from a certified copy of any document, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts stated.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/404

    (805 ILCS 415/404)
    Sec. 404. Forms. All documents required by this Act to be filed in the Office of the Secretary of State shall be made on forms prescribed and furnished by the Secretary of State.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/405

    (805 ILCS 415/405)
    Sec. 405. File number. All documents required by this Act to be filed in the Office of the Secretary of State shall contain the filing entity's file number as assigned by the Office of the Secretary of State.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/406

    (805 ILCS 415/406)
    Sec. 406. Miscellaneous charges. The Secretary of State shall charge and collect:
        (1) For furnishing a copy or certified copy of any
    
document, instrument, or paper relating to a corporation, or for a certificate, $5.
        (2) At the time of any service of process, notice, or
    
demand on him or her as resident agent of a corporation, $10, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/407

    (805 ILCS 415/407)
    Sec. 407. Department of Business Services Special Operations Fund.
    (a) The Secretary of State may charge and collect a fee for expedited services as follows:
        (1) Filing statement of conversion, $200.
        (2) Filing statement of domestication, $200.
        (3) Filing statement of amendments, $200.
        (4) Filing statement of abandonment, $200.
    (b) All moneys collected under this Section shall be deposited into the Department of Business Services Special Operations Fund. No other fees or taxes collected under this Act shall be deposited into that Fund.
    (c) As used in this Section, "expedited services" has the meaning ascribed to that term in Section 15.95 of the Business Corporation Act of 1983.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/Art. 9

 
    (805 ILCS 415/Art. 9 heading)
ARTICLE 9.
MISCELLANEOUS
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/901

    (805 ILCS 415/901)
    Sec. 901. (Amendatory provisions; text omitted).
(Source: P.A. 100-561, eff. 7-1-18; text omitted.)

805 ILCS 415/902

    (805 ILCS 415/902)
    Sec. 902. (Amendatory provisions; text omitted).
(Source: P.A. 100-561, eff. 7-1-18; text omitted.)

805 ILCS 415/903

    (805 ILCS 415/903)
    Sec. 903. (Amendatory provisions; text omitted).
(Source: P.A. 100-561, eff. 7-1-18; text omitted.)

805 ILCS 415/904

    (805 ILCS 415/904)
    Sec. 904. (Amendatory provisions; text omitted).
(Source: P.A. 100-561, eff. 7-1-18; text omitted.)

805 ILCS 415/905

    (805 ILCS 415/905)
    Sec. 905. (Amendatory provisions; text omitted).
(Source: P.A. 100-561, eff. 7-1-18; text omitted.)

805 ILCS 415/906

    (805 ILCS 415/906)
    Sec. 906. The Limited Liability Company Act is amended by repealing Sections 37-15, 37-16, 37-17, 37-31, 37-32, 37-33, and 37-34.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/907

    (805 ILCS 415/907)
    Sec. 907. (Amendatory provisions; text omitted).
(Source: P.A. 100-561, eff. 7-1-18; text omitted.)

805 ILCS 415/908

    (805 ILCS 415/908)
    Sec. 908. The Uniform Partnership Act (1997) is amended by repealing Sections 903, 904, and 909.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/909

    (805 ILCS 415/909)
    Sec. 909. (Amendatory provisions; text omitted).
(Source: P.A. 100-561, eff. 7-1-18; text omitted.)

805 ILCS 415/910

    (805 ILCS 415/910)
    Sec. 910. The Uniform Limited Partnership Act (2001) is amended by repealing Sections 1103, 1104, and 1105.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/995

    (805 ILCS 415/995)
    Sec. 995. No acceleration or delay. Where this Act makes changes in a statute that is represented in this Act by text that is not yet or no longer in effect (for example, a Section represented by multiple versions), the use of that text does not accelerate or delay the taking effect of (i) the changes made by this Act or (ii) provisions derived from any other Public Act.
(Source: P.A. 100-561, eff. 7-1-18.)

805 ILCS 415/999

    (805 ILCS 415/999)
    Sec. 999. Effective date. This Act takes effect July 1, 2018.
(Source: P.A. 100-561, eff. 7-1-18.)