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91_HB3943
LRB9110100STsb
1 AN ACT concerning business organizations.
2 Be it enacted by the People of the State of Illinois,
3 represented in the General Assembly:
4 Section 5. The Business Corporation Act of 1983 is
5 amended by changing Sections 1.10, 11.39, 12.40, 13.55, and
6 15.95 as follows:
7 (805 ILCS 5/1.10) (from Ch. 32, par. 1.10)
8 Sec. 1.10. Forms, execution, acknowledgment and filing.
9 (a) All reports required by this Act to be filed in the
10 office of the Secretary of State shall be made on forms which
11 shall be prescribed and furnished by the Secretary of State.
12 Forms for all other documents to be filed in the office of
13 the Secretary of State shall be furnished by the Secretary of
14 State on request therefor, but the use thereof, unless
15 otherwise specifically prescribed in this Act, shall not be
16 mandatory.
17 (b) Whenever any provision of this Act specifically
18 requires any document to be executed by the corporation in
19 accordance with this Section, unless otherwise specifically
20 stated in this Act and subject to any additional provisions
21 of this Act, such document shall be executed, in ink, as
22 follows:
23 (1) The articles of incorporation, and any other
24 document to be filed before the election of the initial board
25 of directors if the initial directors were not named in the
26 articles of incorporation, shall be signed by the
27 incorporator or incorporators.
28 (2) All other documents shall be signed:
29 (i) By the president or a vice-president and verified by
30 him or her, and attested by the secretary or an assistant
31 secretary (or by such officers as may be duly authorized to
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1 exercise the duties, respectively, ordinarily exercised by
2 the president or vice-president and by the secretary or
3 assistant secretary of a corporation); or
4 (ii) If it shall appear from the document that there are
5 no such officers, then by a majority of the directors or by
6 such directors as may be designated by the board; or
7 (iii) If it shall appear from the document that there
8 are no such officers or directors, then by the holders of
9 record, or such of them as may be designated by the holders
10 of record of a majority of all outstanding shares; or
11 (iv) By the holders of all outstanding shares; or
12 (v) If the corporate assets are in the possession of a
13 receiver, trustee or other court appointed officer, then by
14 the fiduciary or the majority of them if there are more than
15 one.
16 (c) The name of a person signing the document and the
17 capacity in which he or she signs shall be stated beneath or
18 opposite his or her signature.
19 (d) Whenever any provision of this Act requires any
20 document to be verified, such requirement is satisfied by
21 either:
22 (1) The formal acknowledgment by the person or one of
23 the persons signing the instrument that it is his or her act
24 and deed or the act and deed of the corporation, as the case
25 may be, and that the facts stated therein are true. Such
26 acknowledgment shall be made before a person who is
27 authorized by the law of the place of execution to take
28 acknowledgments of deeds and who, if he or she has a seal of
29 office, shall affix it to the instrument.
30 (2) The signature, without more, of the person or
31 persons signing the instrument, in which case such signature
32 or signatures shall constitute the affirmation or
33 acknowledgment of the signatory, under penalties of perjury,
34 that the instrument is his or her act and deed or the act and
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1 deed of the corporation, as the case may be, and that the
2 facts stated therein are true.
3 (e) Whenever any provision of this Act requires any
4 document to be filed with the Secretary of State or in
5 accordance with this Section, such requirement means that:
6 (1) The original signed document, and if in duplicate or
7 triplicate as provided by this Act, one or two true copy
8 copies, which may be a signed or, carbon copy or a photocopy
9 photo copies, shall be delivered to the office of the
10 Secretary of State.
11 (2) All fees, taxes and charges authorized by law to be
12 collected by the Secretary of State in connection with the
13 filing of the document shall be tendered to the Secretary of
14 State.
15 (3) If the Secretary of State finds that the document
16 conforms to law, he or she shall, when all fees, taxes and
17 charges have been paid as in this Act prescribed:
18 (i) Endorse on the original and on the each true copy,
19 if any, the word "filed" and the month, day and year thereof;
20 (ii) File the original in his or her office;
21 (iii) Where so provided by this Act, issue a certificate
22 or certificates, as the case may be, to which he or she shall
23 affix the true copy or true copies;
24 (iv) If the filing is in duplicate, he or she shall
25 return one true copy, with a certificate, if any, affixed
26 thereto, to the corporation or its representative who shall
27 file such document for record in the office of the recorder
28 of the county in which the registered office of the
29 corporation is situated in this State within 15 days after
30 the mailing thereof by the Secretary of State, unless such
31 document cannot with reasonable diligence be filed within
32 such time, in which case it shall be filed as soon thereafter
33 as may be reasonably possible., or
34 (v) (Blank). If the filing is in triplicate, he or she
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1 shall return one true copy, with a certificate, if any,
2 affixed thereto, to the corporation or its representative and
3 file the second true copy in the office of the recorder of
4 the county in which the registered office of the corporation
5 is situated in this State, to be recorded by such recorder.
6 The changes to this subsection made by this amendatory
7 Act of the 91st General Assembly apply on and after January
8 1, 2001.
9 (f) If another Section of this Act specifically
10 prescribes a manner of filing or executing a specified
11 document which differs from the corresponding provisions of
12 this Section, then the provisions of such other Section shall
13 govern.
14 (Source: P.A. 84-924.)
15 (805 ILCS 5/11.39)
16 Sec. 11.39. Merger of domestic corporation and limited
17 liability company.
18 (a) Any one or more domestic corporations may merge with
19 or into one or more limited liability companies of this
20 State, any other state or states of the United States, or the
21 District of Columbia, if the laws of the other state or
22 states or the District of Columbia permit the merger. The
23 domestic corporation or corporations and the limited
24 liability company or companies may merge with or into a
25 corporation, which may be any one of these corporations, or
26 they may merge with or into a limited liability company,
27 which may be any one of these limited liability companies,
28 which shall be a domestic corporation or limited liability
29 company of this State, any other state of the United States,
30 or the District of Columbia, which permits the merger
31 pursuant to a plan of merger complying with and approved in
32 accordance with this Section.
33 (b) The plan of merger must set forth the following:
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1 (1) The names of the domestic corporation or
2 corporations and limited liability company or companies
3 proposing to merge and the name of the domestic
4 corporation or limited liability company into which they
5 propose to merge, which is designated as the surviving
6 entity.
7 (2) The terms and conditions of the proposed merger
8 and the mode of carrying the same into effect.
9 (3) The manner and basis of converting the shares
10 of each domestic corporation and the interests of each
11 limited liability company into shares, interests,
12 obligations, other securities of the surviving entity or
13 into cash or other property or any combination of the
14 foregoing.
15 (4) In the case of a merger in which a domestic
16 corporation is the surviving entity, a statement of any
17 changes in the articles of incorporation of the surviving
18 corporation to be effected by the merger.
19 (5) Any other provisions with respect to the
20 proposed merger that are deemed necessary or desirable,
21 including provisions, if any, under which the proposed
22 merger may be abandoned prior to the filing of the
23 articles of merger by the Secretary of State of this
24 State.
25 (c) The plan required by subsection (b) of this Section
26 shall be adopted and approved by the constituent corporation
27 or corporations in the same manner as is provided in Sections
28 11.05, 11.15, and 11.20 of this Act and, in the case of a
29 limited liability company, in accordance with the terms of
30 its operating agreement, if any, and in accordance with the
31 laws under which it was formed.
32 (d) Upon this approval, articles of merger shall be
33 executed by each constituent corporation and limited
34 liability company and filed with the Secretary of State as
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1 provided in Section 11.25 of this Act and shall be recorded
2 with respect to each constituent corporation as provided in
3 Section 11.45 of this Act. The merger shall become effective
4 for all purposes of the laws of this State when and as
5 provided in Section 11.40 of this Act with respect to the
6 merger of corporations of this State. The changes to this
7 subsection made by this amendatory Act of the 91st General
8 Assembly apply on and after January 1, 2001.
9 (e) If the surviving entity is to be governed by the
10 laws of the District of Columbia or any state other than this
11 State, it shall file with the Secretary of State of this
12 State an agreement that it may be served with process in this
13 State in any proceeding for enforcement of any obligation of
14 any constituent corporation or limited liability company of
15 this State, as well as for enforcement of any obligation of
16 the surviving corporation or limited liability company
17 arising from the merger, including any suit or other
18 proceeding to enforce the shareholders right to dissent as
19 provided in Section 11.70 of this Act, and shall irrevocably
20 appoint the Secretary of State of this State as its agent to
21 accept service of process in any such suit or other
22 proceedings.
23 (f) Section 11.50 of this Act shall, insofar as it is
24 applicable, apply to mergers between domestic corporations
25 and limited liability companies.
26 (g) In any merger under this Section, the surviving
27 entity shall not engage in any business or exercise any power
28 that a domestic corporation or domestic limited liability
29 company may not otherwise engage in or exercise in this
30 State. Furthermore, the surviving entity shall be governed
31 by the ownership and control restrictions in Illinois law
32 applicable to that type of entity.
33 (Source: P.A. 90-424, eff. 1-1-98.)
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1 (805 ILCS 5/12.40) (from Ch. 32, par. 12.40)
2 Sec. 12.40. Procedure for administrative dissolution.
3 (a) After the Secretary of State determines that one or more
4 grounds exist under Section 12.35 for the administrative
5 dissolution of a corporation, he or she shall send by regular
6 mail to each delinquent corporation a Notice of Delinquency
7 to its registered office, or, if the corporation has failed
8 to maintain a registered office, then to the president or
9 other principal officer at the last known office of said
10 officer.
11 (b) If the corporation does not correct the default
12 within 90 days following such notice, the Secretary of State
13 shall thereupon dissolve the corporation by issuing a
14 certificate of dissolution that recites the ground or grounds
15 for dissolution and its effective date. The Secretary of
16 State shall file the original of the certificate in his or
17 her office, mail one copy to the corporation at its
18 registered office, and file one copy for record in the office
19 of the recorder of the county in which the registered office
20 of the corporation in this State is situated, to be recorded
21 by such recorder. The recorder shall submit for payment to
22 the Secretary of State, on a quarterly basis, the amount of
23 filing fees incurred.
24 (c) The administrative dissolution of a corporation
25 terminates its corporate existence and such a dissolved
26 corporation shall not thereafter carry on any business,
27 provided however, that such a dissolved corporation may take
28 all action authorized under Section 12.75 or necessary to
29 wind up and liquidate its business and affairs under Section
30 12.30, and provided further that such a dissolved corporation
31 shall retain the exclusive right to the use of its name or
32 any assumed names adopted pursuant to Section 4.15 of this
33 Act for a period of 30 days from the date of the
34 administrative dissolution. The changes to this subsection
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1 made by this amendatory Act of the 91st General Assembly
2 apply on and after January 1, 2001.
3 (Source: P.A. 84-924.)
4 (805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
5 Sec. 13.55. Procedure for revocation of certificate of
6 authority. (a) After the Secretary of State determines that
7 one or more grounds exist under Section 13.50 for the
8 revocation of a certificate of authority of a foreign
9 corporation, he or she shall send by regular mail to each
10 delinquent corporation a Notice of Delinquency to its
11 registered office, or, if the corporation has failed to
12 maintain a registered office, then to the president or other
13 principal officer at the last known office of said officer.
14 (b) If the corporation does not correct the default
15 within 90 days following such notice, the Secretary of State
16 shall thereupon revoke the certificate of authority of the
17 corporation by issuing a certificate of revocation that
18 recites the grounds for revocation and its effective date.
19 The Secretary of State shall file the original of the
20 certificate in his or her office, mail one copy to the
21 corporation at its registered office and file one copy for
22 record in the office of the recorder of the county in which
23 the registered office of the corporation in this State is
24 situated, to be recorded by such recorder. The recorder shall
25 submit for payment to the Secretary of State, on a quarterly
26 basis, the amount of filing fees incurred.
27 (c) Upon the issuance of the certificate of revocation,
28 the authority of the corporation to transact business in this
29 State shall cease and such revoked corporation shall not
30 thereafter carry on any business in this State, provided,
31 however, that such a revoked corporation shall retain the
32 exclusive right to the use of its name or any assumed names
33 adopted pursuant to Section 4.15 of this Act for a period of
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1 30 days from the date of the revocation of the certificate of
2 authority. The changes to this subsection made by this
3 amendatory Act of the 91st General Assembly apply on and
4 after January 1, 2001.
5 (Source: P.A. 85-1269.)
6 (805 ILCS 5/15.95) (from Ch. 32, par. 15.95)
7 Sec. 15.95. Department of Business Services Special
8 Operations Fund. Division of Corporations Special Operations
9 Fund.
10 (a) A special fund in the State treasury known as the
11 Division of Corporations Special Operations Fund is renamed
12 the Department of Business Services Special Operations Fund.
13 Moneys deposited into the Fund shall, subject to
14 appropriation, be used by the Department of Business Services
15 of the Office of the Secretary of State, hereinafter
16 "Department", to create and maintain the capability to
17 perform expedited services in response to special requests
18 made by the public for same day or 24 hour service. Moneys
19 deposited into the Fund shall be used for, but not limited
20 to, expenditures for personal services, retirement, social
21 security, contractual services, equipment, electronic data
22 processing, and telecommunications.
23 (b) The balance in the Fund at the end of any fiscal
24 year shall not exceed $400,000 and any amount in excess
25 thereof shall be transferred to the General Revenue Fund.
26 (c) All fees payable to the Secretary of State under
27 this Section shall be deposited into the Fund. No other fees
28 or taxes collected under this Act shall be deposited into the
29 Fund.
30 (d) "Expedited services" means services rendered within
31 the same day, or within 24 hours from the time, the request
32 therefor is submitted by the filer, law firm, service
33 company, or messenger physically in person to the
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1 Department's Springfield Office and includes requests for
2 certified copies, photocopies, and certificates of good
3 standing or fact made to the Department's Springfield Office
4 in person or by telephone, or requests for certificates of
5 good standing or fact made in person or by telephone to the
6 Department's Chicago Office.
7 (e) Fees for expedited services shall be as follows:
8 Restatement of articles, $100;
9 Merger, consolidation or exchange, $100;
10 Articles of incorporation, $50;
11 Articles of amendment, $50;
12 Revocation of dissolution, $50;
13 Reinstatement, $50;
14 Certificate of authority, $50;
15 Cumulative report of changes in issued shares or paid-in
16 capital, $50;
17 Report following merger or consolidation, $50;
18 Certificate of good standing or fact, $10;
19 All other filings, copies of documents, annual reports
20 for the 3 preceding years, and copies of documents of
21 dissolved or revoked corporations having a file number over
22 5199, $25.
23 (f) Expedited services shall not be available for a
24 statement of correction, a petition for refund or adjustment,
25 or a request involving more than 3 year's annual reports or
26 involving dissolved corporations with a file number below
27 5200.
28 (g) The changes to this Section made by this amendatory
29 Act of the 91st General Assembly apply on and after July 1,
30 2000.
31 (Source: P.A. 91-463, eff. 1-1-00.)
32 Section 10. The General Not For Profit Corporation Act
33 of 1986 is amended by changing Sections 112.40, 113.55, and
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1 115.20 as follows:
2 (805 ILCS 105/112.40) (from Ch. 32, par. 112.40)
3 Sec. 112.40. Procedure for administrative dissolution.
4 (a) After the Secretary of State determines that one or more
5 grounds exist under Section 112.35 of this Act for the
6 administrative dissolution of a corporation, he or she shall
7 send by regular mail to each delinquent corporation a Notice
8 of Delinquency to its registered office, or, if the
9 corporation has failed to maintain a registered office, then
10 to the president or other principal officer at the last known
11 office of said officer.
12 (b) If the corporation does not correct the default
13 within 90 days following such notice, the Secretary of State
14 shall thereupon dissolve the corporation by issuing a
15 certificate of dissolution that recites the ground or grounds
16 for dissolution and its effective date. The Secretary of
17 State shall file the original of the certificate in his or
18 her office, mail one copy to the corporation at its
19 registered office and file one copy for record in the office
20 of the Recorder of the county in which the registered office
21 of the corporation in this State is situated, to be recorded
22 by such Recorder. The Recorder shall submit for payment, on
23 a quarterly basis, to the Secretary of State the amount of
24 filing fees incurred.
25 (c) The administrative dissolution of a corporation
26 terminates its corporate existence and such a dissolved
27 corporation shall not thereafter carry on any affairs,
28 provided however, that such a dissolved corporation may take
29 all action authorized under Section 112.75 of this Act or
30 necessary to wind up and liquidate its affairs under Section
31 112.30 of this Act, and provided further that such a
32 dissolved corporation shall retain the exclusive right to the
33 use of its name or any assumed names adopted pursuant to
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1 Section 104.15 of this Act for a period of 30 days from the
2 date of the administrative dissolution. The changes to this
3 subsection made by this amendatory Act of the 91st General
4 Assembly apply on and after January 1, 2001.
5 (Source: P.A. 84-1423.)
6 (805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
7 Sec. 113.55. Procedure for revocation of certificate of
8 authority. (a) After the Secretary of State determines that
9 one or more grounds exist under Section 113.50 of this Act
10 for the revocation of a certificate of authority of a foreign
11 corporation, he or she shall send by regular mail to each
12 delinquent corporation a Notice of Delinquency to its
13 registered office, or, if the corporation has failed to
14 maintain a registered office, then to the president or other
15 principal officer at the last known office of said officer.
16 (b) If the corporation does not correct the default
17 within 90 days following such notice, the Secretary of State
18 shall thereupon revoke the certificate of authority of the
19 corporation by issuing a certificate of revocation that
20 recites the grounds for revocation and its effective date.
21 The Secretary of State shall file the original of the
22 certificate in his or her office, mail one copy to the
23 corporation at its registered office and file one copy for
24 record in the office of the Recorder of the county in which
25 the registered office of the corporation in this State is
26 situated, to be recorded by such Recorder. The Recorder
27 shall submit for payment, on a quarterly basis, to the
28 Secretary of State the amount of filing fees incurred.
29 (c) Upon the issuance of the certificate of revocation,
30 the authority of the corporation to conduct affairs in this
31 State shall cease and such revoked corporation shall not
32 thereafter conduct any affairs in this State, provided,
33 however, that such a revoked corporation shall retain the
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1 exclusive right to the use of its name or any assumed names
2 adopted pursuant to Section 104.15 of this Act for a period
3 of 30 days from the date of the revocation of the certificate
4 of authority. The changes to this subsection made by this
5 amendatory Act of the 91st General Assembly apply on and
6 after January 1, 2001.
7 (Source: P.A. 84-1423.)
8 (805 ILCS 105/115.20) (from Ch. 32, par. 115.20)
9 Sec. 115.20. Expedited service fees.
10 (a) The Secretary of State may charge and collect a fee
11 for expedited services as follows:
12 Certificates of good standing or fact, $10;
13 All filings, copies of documents, annual reports for up
14 to 3 years, and copies of documents of dissolved corporations
15 having a file number over 5199, $25.
16 (b) Expedited services shall not be available for a
17 statement of correction, a petition for refund or adjustment,
18 or any request for copies involving more than 3 years' year's
19 annual reports or involving dissolved corporations with a
20 file number below 5200. The changes to this subsection made
21 by this amendatory Act of the 91st General Assembly apply on
22 and after January 1, 2001.
23 (c) All moneys collected under this Section shall be
24 deposited into the Department of Business Services Special
25 Operations Fund. No other fees or taxes collected under this
26 Act shall be deposited into that Fund.
27 (d) As used in this Section, "expedited services" has
28 the meaning ascribed thereto in Section 15.95 of the Business
29 Corporation Act of 1983.
30 (Source: P.A. 91-463, eff. 1-1-00.)
31 Section 15. The Limited Liability Company Act is amended
32 by changing Sections 5-55, 35-30, and 45-35 as follows:
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1 (805 ILCS 180/5-55)
2 Sec. 5-55. Filing in Office of Secretary of State.
3 (a) Whenever any provision of this Act requires a
4 limited liability company to file any document with the
5 Office of the Secretary of State, the requirement means that:
6 (1) the original document, executed as described in
7 Section 5-45, and, if in duplicate as provided by this
8 Act, one copy (which may be a signed carbon or photocopy)
9 shall be delivered to the Office of the Secretary of
10 State;
11 (2) all fees and charges authorized by law to be
12 collected by the Secretary of State in connection with
13 the filing of the document shall be tendered to the
14 Secretary of State; and
15 (3) unless the Secretary of State finds that the
16 document does not conform to law, he or she shall, when
17 all fees have been paid:
18 (A) endorse on the original and on the copy
19 the word "Filed" and the month, day, and year of the
20 filing thereof;
21 (B) file in his or her office the original of
22 the document; and
23 (C) return the copy to the person who filed it
24 or to that person's representative.
25 The changes to this subsection made by this amendatory
26 Act of the 91st General Assembly apply on and after January
27 1, 2001.
28 (b) If another Section of this Act specifically
29 prescribes a manner of filing or signing a specified document
30 that differs from the corresponding provisions of this
31 Section, then the provisions of the other Section shall
32 govern.
33 (Source: P.A. 87-1062.)
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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
4 more grounds exist under Section 35-25 for the administrative
5 dissolution of a limited liability company, the Secretary of
6 State shall send a notice of delinquency by regular mail to
7 each delinquent limited liability company at its registered
8 office to the member or manager at the last known office of
9 the member or manager.
10 (b) If the limited liability company does not correct
11 the default within 90 days following the date of the notice
12 of delinquency, the Secretary of State shall thereupon
13 dissolve the limited liability company by issuing a notice of
14 dissolution that recites the grounds for dissolution and its
15 effective date. The Secretary of State shall file the
16 original of the notice in his or her office and mail one copy
17 to the limited liability company at its registered office.
18 (c) Upon the administrative dissolution of a limited
19 liability company, a dissolved limited liability company
20 shall continue for only the purpose of winding up its
21 business and shall retain the exclusive right to the use of
22 its name or any assumed names adopted pursuant to Section
23 1-20 of this Act for a period of 30 days from the date of the
24 administrative dissolution. A dissolved limited liability
25 company may take all action authorized under Section 1-30 or
26 necessary to wind up its business and affairs and terminate.
27 The changes to this subsection made by this amendatory Act of
28 the 91st General Assembly apply on and after January 1, 2001.
29 (Source: P.A. 90-424, eff. 1-1-98.)
30 (805 ILCS 180/45-35)
31 Sec. 45-35. Revocation of admission.
32 (a) The admission of a foreign limited liability company
33 to transact business in this State may be revoked by the
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1 Secretary of State upon the occurrence of any of the
2 following events:
3 (1) The foreign limited liability company has
4 failed to:
5 (A) file its limited liability company annual
6 report within the time required by Section 50-1 or
7 has failed to pay any fees or penalties prescribed
8 by this Article;
9 (B) appoint and maintain a registered agent in
10 Illinois within 60 days after a registered agent's
11 notice of resignation under Section 1-35;
12 (C) file a report upon any change in the name
13 or business address of the registered agent;
14 (D) file in the Office of the Secretary of
15 State any amendment to its application for admission
16 as specified in Section 45-25; or
17 (E) renew its assumed name, or to apply to
18 change its assumed name under this Act, when the
19 limited liability company may only transact business
20 within this State under its assumed name.
21 (2) A misrepresentation has been made of any
22 material matter in any application, report, affidavit, or
23 other document submitted by the foreign limited liability
24 company under this Article.
25 (b) The admission of a foreign limited liability company
26 shall not be revoked by the Secretary of State unless all of
27 the following occur:
28 (1) The Secretary of State has given the foreign
29 limited liability company not less than 60 days' notice
30 thereof by mail addressed to its registered office in
31 this State or, if the foreign limited liability company
32 fails to appoint and maintain a registered agent in this
33 State, addressed to the office required to be maintained
34 under paragraph (5) of subsection (a) of Section 45-5.
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1 (2) During that 60 day period, the foreign limited
2 liability company has failed to file the limited
3 liability company report, to pay fees or penalties, to
4 file a report of change regarding the registered agent,
5 to file any amendment, or to correct any
6 misrepresentation.
7 (c) Upon the expiration of 60 days after the mailing of
8 the notice, the admission of the foreign limited liability
9 company to transact business in this State shall cease,
10 provided, however, that such a revoked limited liability
11 company shall retain the exclusive right to the use of its
12 name or any assumed names adopted pursuant to Section 1-20 of
13 this Act for a period of 30 days from the date of the
14 revocation.
15 (d) The changes to this Section made by this amendatory
16 Act of the 91st General Assembly apply on and after January
17 1, 2001.
18 (Source: P.A. 90-424, eff. 1-1-98; 91-354, eff. 1-1-00.)
19 Section 20. The Uniform Partnership Act is amended by
20 changing Section 8.1 as follows:
21 (805 ILCS 205/8.1)
22 Sec. 8.1. Registered limited liability partnerships.
23 (a) To become and to continue as a registered limited
24 liability partnership, a partnership shall file with the
25 Secretary of State an application or a renewal application,
26 as the case may be, stating the name of the partnership; the
27 federal employer identification number of the partnership;
28 the address of its principal office; the address of a
29 registered office and the name and address of a registered
30 agent for service of process in this State, which the
31 partnership is required to maintain; the number of partners;
32 a brief statement of the business in which the partnership
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1 engages, including the four-digit business code number
2 required on the entity's U.S. Tax Return; and that the
3 partnership thereby applies for status or renewal of its
4 status, as the case may be, as a registered limited liability
5 partnership; and if the partnership is organized as a
6 registered limited liability partnership under the laws of
7 another state or other foreign jurisdiction, a document or
8 documents sufficient under those laws to constitute official
9 certification of current status in good standing as a
10 registered limited liability partnership under the laws of
11 that state or jurisdiction. The changes to this subsection
12 made by this amendatory Act of the 91st General Assembly
13 apply on and after January 1, 2001.
14 (b) The application or renewal application shall be
15 executed by a majority in interest of the partners or by one
16 or more partners authorized to execute an application or
17 renewal application.
18 (c) The application or renewal application for a
19 registered limited liability partnership organized under the
20 laws of this State shall be accompanied by a fee of $100 for
21 each partner, but in no event shall the fee be less than $200
22 or exceed $5,000. The application for a registered limited
23 liability partnership organized under the laws of another
24 state or other foreign jurisdiction shall be $500. The
25 renewal application for a registered limited liability
26 partnership organized under the laws of another state or
27 other foreign jurisdiction shall be $300. All such fees
28 shall be deposited into the Division of Corporations
29 Registered Limited Liability Partnership Fund.
30 (d) There is hereby created in the State treasury a
31 special fund to be known as the Division of Corporations
32 Registered Limited Liability Partnership Fund. Moneys
33 deposited into the Fund shall, subject to appropriation, be
34 used by the Business Services Division of the Office of the
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1 Secretary of State to administer the responsibilities of the
2 Secretary of State under this Act. The balance of the Fund
3 at the end of any fiscal year shall not exceed $200,000, and
4 any amount in excess thereof shall be transferred to the
5 General Revenue Fund.
6 (e) The Secretary of State shall register as a
7 registered limited liability partnership, and shall renew the
8 registration of any registered limited liability partnership,
9 any partnership that submits a completed application or
10 renewal application with the required fee.
11 (f) Registration is effective at the time the
12 registration application is filed with the Secretary of State
13 or at any later time, not more than 60 days after the filing
14 of the registration application, specified in the
15 application, for one year after the date an application is
16 filed, unless voluntarily withdrawn by filing with the
17 Secretary of State a written withdrawal notice executed by a
18 majority in interest of the partners or by one or more
19 partners authorized to execute a withdrawal notice together
20 with a filing fee of $100. Registration, whether pursuant to
21 an original application or a renewal application, as a
22 registered limited liability partnership is renewed if,
23 during the 60 day period preceding the date the initial
24 registration or renewed registration otherwise would have
25 expired, the partnership files with the Secretary of State a
26 renewal application. A renewed registration expires one year
27 after the date an original registration would have expired if
28 the last renewal of the registration had not occurred.
29 (g) The status of a partnership as a registered limited
30 liability partnership shall not be affected by changes after
31 the filing of an application or a renewal application in the
32 information stated in the application or renewal application.
33 (h) The Secretary of State shall provide forms for
34 registration application, renewal of registration, and
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1 voluntary withdrawal notice.
2 (Source: P.A. 88-573, eff. 8-11-94; 88-691, eff. 1-24-95.)
3 Section 25. The Revised Uniform Limited Partnership Act
4 is amended by changing Sections 201 and 210 as follows:
5 (805 ILCS 210/201) (from Ch. 106 1/2, par. 152-1)
6 Sec. 201. Certificate of Limited Partnership.
7 (a) In order to form a limited partnership, a
8 certificate of limited partnership must be executed and filed
9 in the office of the Secretary of State in Springfield or
10 Chicago. Certificates may be filed in such additional
11 offices as the Secretary of State may designate. The
12 certificate shall set forth:
13 (1) the name of the limited partnership;
14 (2) the purposes for which the partnership is
15 formed, which may be stated to be, or to include, the
16 transaction of any or all lawful businesses for which
17 limited partnerships may be formed under this Act;
18 (3) the address of the office at which the records
19 required to be maintained by Section 104 are kept and the
20 name of its registered agent and the address of its
21 registered office required to be maintained by Section
22 103;
23 (4) the name and business address of each general
24 partner;
25 (5) (blank) the aggregate amount of cash and a
26 description and statement of the aggregate agreed value
27 of the other property or services contributed by the
28 partners and which the partners have agreed to
29 contribute;
30 (6) (blank) if agreed upon, a brief statement of
31 the partners' membership and distribution rights;
32 (7) the latest date, if any, upon which the limited
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1 partnership is to dissolve;
2 (8) any other matters the partners determine to
3 include therein; and
4 (9) any other information the Secretary of State
5 shall by rule deem necessary to administer this Act.
6 The changes to this subsection made by this amendatory
7 Act of the 91st General Assembly apply on and after January
8 1, 2001.
9 (b) A limited partnership is formed at the time of the
10 filing of the certificate of limited partnership in the
11 office of the Secretary of State or at any later time, not
12 more than 60 days subsequent to the filing of the certificate
13 of limited partnership, specified in the certificate of
14 limited partnership if, in either case, there has been
15 substantial compliance with the requirements of this Section.
16 (Source: P.A. 86-836.)
17 (805 ILCS 210/210)
18 Sec. 210. Merger of limited partnership and limited
19 liability company.
20 (a) Under a plan of merger approved under subsection (c)
21 of this Section, any one or more limited partnerships may
22 merge into one limited partnership or with or into one or
23 more limited liability companies of this State, any other
24 state or states of the United States, or the District of
25 Columbia, if the laws of the other state or states or the
26 District of Columbia permit the merger. The limited
27 partnership or partnerships and the limited liability company
28 or companies, if any, may merge with or into a limited
29 partnership, which may be any one of these limited
30 partnerships, or they may merge with or into a limited
31 liability company, which may be any one of these limited
32 liability companies, which shall be a limited partnership or
33 limited liability company of this State, any other state of
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1 the United States, or the District of Columbia, which permits
2 the merger.
3 (b) A plan of merger must set forth all of the
4 following:
5 (1) The name of each entity that is a party to the
6 merger.
7 (2) The name of the surviving entity into which the
8 other entity or entities will merge.
9 (3) The type of organization of the surviving
10 entity.
11 (4) The terms and conditions of the merger.
12 (5) The manner and basis for converting the
13 interests, obligations, or other securities of each party
14 to the merger into interests, obligations, or securities
15 of the surviving entity, or into money or other property
16 in whole or in part.
17 (6) The street address of the surviving entity's
18 principal place of business.
19 (c) The plan of merger required by subsection (b) of
20 this Section must be approved by each party to the merger in
21 accordance with all of the following:
22 (1) In the case of a domestic limited partnership,
23 by all of the partners or by the number or percentage of
24 the partners required to approve a merger in the
25 partnership agreement.
26 (2) In the case of a limited liability company, in
27 accordance with the terms of the limited liability
28 company operating agreement, if any, and in accordance
29 with the laws under which it was formed.
30 (d) After a plan of merger is approved and before the
31 merger takes effect, the plan may be amended or abandoned as
32 provided in the plan of merger.
33 (e) If a limited partnership or partnerships are merging
34 under this Section, the limited partnership or partnerships
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1 and the limited liability company or companies that are
2 parties to the merger must sign the articles of merger. The
3 articles of merger shall be delivered to the Secretary of
4 State of this State for filing. The articles must set forth
5 all of the following:
6 (1) The name of each limited partnership and the
7 name and jurisdiction of organization of each limited
8 liability company, if any, that is a party to the merger.
9 (2) For each limited partnership that is to merge,
10 the date its certificate of limited partnership was filed
11 with the Secretary of State.
12 (3) That a plan of merger has been approved and
13 signed by each limited partnership and each limited
14 liability company, if any, that is a party to the merger.
15 (4) The name and address of the surviving limited
16 partnership or surviving limited liability company.
17 (5) The effective date of the merger.
18 (6) If a limited partnership is the surviving
19 entity, any changes in its certificate of limited
20 partnership that are necessary by reason of the merger.
21 (7) If a party to the merger is a foreign limited
22 liability company, the jurisdiction and date of the
23 filing of its articles of organization and the date when
24 its application for authority was filed with the
25 Secretary of State of this State or, if an application
26 has not been filed, a statement to that effect.
27 (8) If the surviving entity is not a domestic
28 limited partnership or limited liability company
29 organized under the laws of this State, an agreement that
30 the surviving entity may be served with process in this
31 State and is subject to liability in any action or
32 proceeding for the enforcement of any liability or
33 obligation of any limited partnership previously subject
34 to suit in this State that is to merge, and for the
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1 enforcement, as provided in this Act, of the right of
2 partners of any limited partnership to receive payment
3 for their interest against the surviving entity.
4 (f) The merger is effective upon the filing of the
5 articles of merger with the Secretary of State of this State,
6 or on a later date as specified in the articles of merger not
7 later than 30 days subsequent to the filing of the plan of
8 merger under subsection (e) of this Section.
9 (g) Upon the merger becoming effective, articles of
10 merger shall act as a certificate of cancellation for a
11 domestic limited partnership which is not the surviving
12 entity of the merger.
13 (h) Upon the merger becoming effective, articles of
14 merger may operate as an amendment to the certificate of
15 limited partnership of the limited partnership which is the
16 surviving entity of the merger.
17 (i) When any merger becomes effective under this
18 Section:
19 (1) the separate existence of each limited
20 partnership and each limited liability company, if any,
21 that is a party to the merger, other than the surviving
22 entity, terminates;
23 (2) all property owned by each limited partnership
24 and each limited liability company, if any, that is a
25 party to the merger vests in the surviving entity;
26 (3) all debts, liabilities, and other obligations
27 of each limited partnership and each limited liability
28 company, if any, that is a party to the merger become the
29 obligations of the surviving entity;
30 (4) an action or proceeding by or against a limited
31 partnership or limited liability company, if any, that is
32 a party to the merger may be continued as if the merger
33 had not occurred or the surviving entity may be
34 substituted as a party to the action or proceeding; and
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1 (5) except as prohibited by other law, all the
2 rights, privileges, immunities, powers, and purposes of
3 each limited partnership and each limited liability
4 company, if any, that is a party to the merger vest in
5 the surviving entity.
6 (j) The Secretary of State of this State is an agent for
7 service of process in an action or proceeding against the
8 surviving foreign entity to enforce an obligation of any
9 party to a merger if the surviving foreign entity fails to
10 appoint or maintain an agent designated for service of
11 process in this State or the agent for service of process
12 cannot with reasonable diligence be found at the designated
13 office. Service is effected under this subsection (j) at the
14 earliest of:
15 (1) the date the surviving entity receives the
16 process, notice, or demand;
17 (2) the date shown on the return receipt, if signed
18 on behalf of the surviving entity; or
19 (3) 5 days after its deposit in the mail, if mailed
20 postpaid and correctly addressed.
21 (k) Service under subsection (j) of this Section shall
22 be made by the person instituting the action by doing all of
23 the following:
24 (1) Serving on the Secretary of State of this
25 State, or on any employee having responsibility for
26 administering this Act in his or her office, a copy of
27 the process, notice, or demand, together with any papers
28 required by law to be delivered in connection with
29 service and paying the fee prescribed by subsection (b)
30 of Section 1102 of this Act.
31 (2) Transmitting notice of the service on the
32 Secretary of State of this State and a copy of the
33 process, notice, or demand and accompanying papers to the
34 surviving entity being served, by registered or certified
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1 mail at the address set forth in the articles of merger.
2 (3) Attaching an affidavit of compliance with this
3 Section, in substantially the form that the Secretary of
4 State of this State may by rule prescribe, to the
5 process, notice, or demand.
6 (l) Nothing contained in this Section shall limit or
7 affect the right to serve any process, notice, or demand
8 required or permitted by law to be served upon a limited
9 partnership in any other manner now or hereafter permitted by
10 law.
11 (m) The Secretary of State of this State shall keep, for
12 a period of 5 years from the date of service, a record of all
13 processes, notices, and demands served upon him or her under
14 this Section and shall record the time of the service and the
15 person's action with reference to the service.
16 (n) Except as provided by agreement with a person to
17 whom a general partner of a limited partnership is obligated,
18 a merger of a limited partnership that has become effective
19 shall not affect any obligation or liability existing at the
20 time of the merger of a general partner of a limited
21 partnership that is merging.
22 (o) If a limited partnership is a constituent party to a
23 merger that has become effective, but the limited partnership
24 is not the surviving entity of the merger, then a judgment
25 creditor of a general partner of the limited partnership may
26 not levy execution against the assets of the general partner
27 to satisfy a judgment based on a claim against the surviving
28 entity of the merger unless:
29 (1) a judgment based on the same claim has been
30 obtained against the surviving entity of the merger and a
31 writ of execution on the judgment has been returned
32 unsatisfied in whole or in part;
33 (2) the surviving entity of the merger is a debtor
34 in bankruptcy;
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1 (3) the general partner has agreed that the
2 creditor need not exhaust the assets of the limited
3 partnership that was not the surviving entity of the
4 merger;
5 (4) the general partner has agreed that the
6 creditor need not exhaust the assets of the surviving
7 entity of the merger;
8 (5) a court grants permission to the judgment
9 creditor to levy execution against the assets of the
10 general partner based on a finding that the assets of the
11 surviving entity of the merger that are subject to
12 execution are insufficient to satisfy the judgment, that
13 exhaustion of the assets of the surviving entity of the
14 merger is excessively burdensome, or that grant of
15 permission is an appropriate exercise of the court's
16 equitable powers; or
17 (6) liability is imposed on the general partner by
18 law or contract independent of the existence of the
19 surviving entity of the merger.
20 (p) The changes to this Section made by this amendatory
21 Act of the 91st General Assembly apply on and after January
22 1, 2001.
23 (Source: P.A. 90-424, eff. 1-1-98.)