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91_SB0778enr SB778 Enrolled LRB9106065JSpc 1 AN ACT concerning Lloyds insurers, amending named Acts. 2 Be it enacted by the People of the State of Illinois, 3 represented in the General Assembly: 4 Section 5. The Illinois Insurance Code is amended by 5 changing Section 86 as follows: 6 (215 ILCS 5/86) (from Ch. 73, par. 698) 7 Sec. 86. Scope of Article. 8 (1) This Article applies to all groups including 9 incorporated and individual unincorporated underwriters 10 transacting an insurance business in this State through an 11 attorney-in-fact under the name Lloyds or under a Lloyds plan 12 of operation. Groups that meet the requirements of 13 subsection (3) are referred to in this Code as "Lloyds", and 14 incorporated and individual unincorporated underwriters are 15 referred to as "underwriters". 16 (2) As used in this Code "Domestic Lloyds" means a 17 Lloyds having its home office in this State; "Foreign Lloyds" 18 means a Lloyds having its home office in any state of the 19 United States other than this State; and "Alien Lloyds" means 20 a Lloyds having its home office or principal place of 21 business in any country other than the United States. 22 (3) A domestic Lloyds must: (i) be established pursuant 23 to a statute or written charter; (ii) provide for governance 24 by a board of directors or similar body; and (iii) establish 25 and monitor standards of solvency of its underwriters. A 26 foreign or alien Lloyds must be subject to requirements of 27 its state or country of domicile. Those requirements must be 28 substantially similar to those required of domestic Lloyds. 29 Domestic, foreign, and alien LloydsLloyd'sshall not be 30 subject to Section 144 of this Code. 31 (4) All foreign and alien entities and individuals SB778 Enrolled -2- LRB9106065JSpc 1 transacting an insurance business as domestic, foreign, or 2 alien Lloyds shall notify the Director and the Secretary of 3 State under the provisions of this Article, shall be 4 regulated exclusively by the Director, and shall not be 5 required to obtain a certificate of authority from the 6 Secretary of State pursuant to any other law of this State so 7 long as they solely transact business as a domestic, foreign, 8 or alien Lloyds. Upon notification, the Secretary of State 9 may require submission of additional information to determine 10 whether a foreign or alien individual or entity is 11 transacting business solely as a domestic, foreign, or alien 12 Lloyds. 13 (Source: P.A. 90-794, eff. 8-14-98.) 14 Section 10. The Business Corporation Act of 1983 is 15 amended by changing Sections 13.05 and 14.05 as follows: 16 (805 ILCS 5/13.05) (from Ch. 32, par. 13.05) 17 Sec. 13.05. Admission of foreign corporation. Except as 18 provided in Article V of the Illinois Insurance Code, a 19 foreign corporation organized for profit, before it transacts 20 business in this State, shall procure a certificate of 21 authority so to do from the Secretary of State. A foreign 22 corporation organized for profit, upon complying with the 23 provisions of this Act, may secure from the Secretary of 24 State a certificate of authority to transact business in this 25 State, but no foreign corporation shall be entitled to 26 procure a certificate of authority under this Act to act as 27 trustee, executor, administrator, administrator to collect, 28 or guardian, or in any other like fiduciary capacity in this 29 State or to transact in this State the business of banking, 30 insurance, suretyship, or a business of the character of a 31 building and loan corporation; provided, however, that a32foreign corporation may obtain a certificate of authoritySB778 Enrolled -3- LRB9106065JSpc 1under this Act for the purpose of carrying on the business of2a syndicate or limited syndicate under Article V-1/2 of the3Illinois Insurance Code or for the purpose of carrying on4business as a member of a group including incorporated and5individual unincorporated underwriters under Article V of the6Illinois Insurance Code. A foreign professional service 7 corporation may secure a certificate of authority to transact 8 business in this State from the Secretary of State upon 9 complying with this Act and demonstrating compliance with the 10 Act regulating the professional service to be rendered by the 11 professional service corporation. However, no foreign 12 professional service corporation shall be granted a 13 certificate of authority unless it complies with the 14 requirements of the Professional Service Corporation Act 15 concerning ownership and control by specified licensed 16 professionals. These professionals must be licensed in the 17 state of domicile or this State. A foreign corporation shall 18 not be denied a certificate of authority by reason of the 19 fact that the laws of the state under which such corporation 20 is organized governing its organization and internal affairs 21 differ from the laws of this State, and nothing in this Act 22 contained shall be construed to authorize this State to 23 regulate the organization or the internal affairs of such 24 corporation. 25 (Source: P.A. 90-424, eff. 1-1-98.) 26 (805 ILCS 5/14.05) (from Ch. 32, par. 14.05) 27 Sec. 14.05. Annual report of domestic or foreign 28 corporation. Each domestic corporation organized under any 29 general law or special act of this State authorizing the 30 corporation to issue shares, other than homestead 31 associations, building and loan associations, banks and 32 insurance companies (which includes a syndicate or limited 33 syndicate regulated under Article V 1/2 of the Illinois SB778 Enrolled -4- LRB9106065JSpc 1 Insurance Code or member of a group of underwriters regulated 2 under Article V of that Code), and each foreign corporation 3 (except members of a group of underwriters regulated under 4 Article V of the Illinois Insurance Code) authorized to 5 transact business in this State, shall file, within the time 6 prescribed by this Act, an annual report setting forth: 7 (a) The name of the corporation. 8 (b) The address, including street and number, or 9 rural route number, of its registered office in this 10 State, and the name of its registered agent at that 11 address. 12 (c) The address, including street and number, or 13 rural route number, of its principal office. 14 (d) The names and respective residential addresses, 15 including street and number, or rural route number, of 16 its directors and officers. 17 (e) A statement of the aggregate number of shares 18 which the corporation has authority to issue, itemized by 19 classes and series, if any, within a class. 20 (f) A statement of the aggregate number of issued 21 shares, itemized by classes, and series, if any, within a 22 class. 23 (g) A statement, expressed in dollars, of the 24 amount of paid-in capital of the corporation as defined 25 in this Act. 26 (h) Either a statement that (1) all the property of 27 the corporation is located in this State and all of its 28 business is transacted at or from places of business in 29 this State, or the corporation elects to pay the annual 30 franchise tax on the basis of its entire paid-in capital, 31 or (2) a statement, expressed in dollars, of the value of 32 all the property owned by the corporation, wherever 33 located, and the value of the property located within 34 this State, and a statement, expressed in dollars, of the SB778 Enrolled -5- LRB9106065JSpc 1 gross amount of business transacted by the corporation 2 and the gross amount thereof transacted by the 3 corporation at or from places of business in this State 4 as of the close of its fiscal year on or immediately 5 preceding the last day of the third month prior to the 6 anniversary month or in the case of a corporation which 7 has established an extended filing month, as of the close 8 of its fiscal year on or immediately preceding the last 9 day of the third month prior to the extended filing 10 month; however, in the case of a domestic corporation 11 that has not completed its first fiscal year, the 12 statement with respect to property owned shall be as of 13 the last day of the third month preceding the anniversary 14 month and the statement with respect to business 15 transacted shall be furnished for the period between the 16 date of incorporation and the last day of the third month 17 preceding the anniversary month. In the case of a 18 foreign corporation that has not been authorized to 19 transact business in this State for a period of 12 months 20 and has not commenced transacting business prior to 21 obtaining a certificate of authority, the statement with 22 respect to property owned shall be as of the last day of 23 the third month preceding the anniversary month and the 24 statement with respect to business transacted shall be 25 furnished for the period between the date of its 26 authorization to transact business in this State and the 27 last day of the third month preceding the anniversary 28 month. If the data referenced in item (2) of this 29 subsection is not completed, the franchise tax provided 30 for in this Act shall be computed on the basis of the 31 entire paid-in capital. 32 (i) A statement, including the basis therefor, of 33 status as a "minority owned business" or as a "female 34 owned business" as those terms are defined in the SB778 Enrolled -6- LRB9106065JSpc 1 Minority and Female Business Enterprise Act. 2 (j) Additional information as may be necessary or 3 appropriate in order to enable the Secretary of State to 4 administer this Act and to verify the proper amount of 5 fees and franchise taxes payable by the corporation. 6 The annual report shall be made on forms prescribed and 7 furnished by the Secretary of State, and the information 8 therein required by paragraphs (a) through (d), both 9 inclusive, of this Section, shall be given as of the date of 10 the execution of the annual report and the information 11 therein required by paragraphs (e), (f) and (g) of this 12 Section shall be given as of the last day of the third month 13 preceding the anniversary month, except that the information 14 required by paragraphs (e), (f) and (g) shall, in the case of 15 a corporation which has established an extended filing month, 16 be given in its final transition annual report and each 17 subsequent annual report as of the close of its fiscal year 18 immediately preceding its extended filing month. It shall be 19 executed by the corporation by its president, a 20 vice-president, secretary, assistant secretary, treasurer or 21 other officer duly authorized by the board of directors of 22 the corporation to execute those reports, and verified by him 23 or her, or, if the corporation is in the hands of a receiver 24 or trustee, it shall be executed on behalf of the corporation 25 and verified by the receiver or trustee. 26 (Source: P.A. 88-151; 88-691, eff. 1-24-95.) 27 Section 15. The Limited Liability Company Act is amended 28 by changing Sections 1-25 and 45-5 as follows: 29 (805 ILCS 180/1-25) 30 Sec. 1-25. Nature of business. A limited liability 31 company may be formed for any lawful purpose or business 32 except: SB778 Enrolled -7- LRB9106065JSpc 1 (1) banking, exclusive of fiduciaries organized for 2 the purpose of accepting and executing trusts; 3 (2) insurance unless, for the purpose of carrying 4 on business as a member of a group including incorporated 5 and individual unincorporated underwriters, the Director 6 of Insurance finds that the group meets the requirements 7 of subsection (3) of Section 86 of the Illinois Insurance 8 Code and the limited liability company, if insolvent, is 9 subject to liquidation by the Director of Insurance under 10 Article XIII of the Illinois Insurance Codecarried on as11a business of a syndicate or limited syndicate under12Article V 1/2 of the Illinois Insurance Code; 13 (3) the practice of dentistry unless all the 14 members and managers are licensed as dentists under the 15 Illinois Dental Practice Act; or 16 (4) the practice of medicine unless all the members 17 and managers are licensed to practice medicine under the 18 Medical Practice Act of 1987. 19 (Source: P.A. 89-201, eff. 1-1-96; 90-424, eff. 1-1-98.) 20 (805 ILCS 180/45-5) 21 Sec. 45-5. Admission to transact business. 22 (a) Except as provided in Article V of the Illinois 23 Insurance Code, before transacting business in this State, a 24 foreign limited liability company shall be admitted to do so 25 by the Secretary of State. In order to be admitted, a 26 foreign limited liability company shall submit to the Office 27 of the Secretary of State an application for admission to 28 transact business as a foreign limited liability company 29 setting forth all of the following: 30 (1) The name of the foreign limited liability 31 company and, if different, the name under which it 32 proposes to transact business in this State. 33 (2) The jurisdiction, date of its formation, and SB778 Enrolled -8- LRB9106065JSpc 1 period of duration. 2 (3) A certificate stating that the company is in 3 existence under the laws of the jurisdiction wherein it 4 is organized executed by the Secretary of State of that 5 jurisdiction or by some other official that may have 6 custody of the records pertaining to limited liability 7 companies (or affidavit from an appropriate official of 8 the jurisdiction that good standing certificates are not 9 issued or other evidence of existence which the Secretary 10 of State shall deem appropriate). 11 (4) The name and business address of the proposed 12 registered agent in this State, which registered agent 13 shall be an individual resident of this State, a domestic 14 corporation, or a foreign corporation having a place of 15 business in, and authorized to do business in, this 16 State; if the registered agent is a corporation, the 17 corporation must be authorized by its articles of 18 incorporation to act as a registered agent. 19 (5) The address of the office required to be 20 maintained in the jurisdiction of its organization by the 21 laws of that jurisdiction or, if not so required, of the 22 principal place of business of the foreign limited 23 liability company. 24 (6) The purpose or purposes for which it was 25 organized and the purpose or purposes which it proposes 26 to conduct in the transaction of business in this State. 27 (7) A statement whether the limited liability 28 company is managed by a manager or managers or whether 29 management of the limited liability company is vested in 30 the members. 31 (8) A statement that the Secretary of State is 32 appointed the agent of the foreign limited liability 33 company for service of process under the circumstances 34 set forth in subsection (b) of Section 1-50. SB778 Enrolled -9- LRB9106065JSpc 1 (9) All additional information that may be 2 necessary or appropriate in order to enable the Secretary 3 of State to determine whether the limited liability 4 company is entitled to transact business in this State. 5 (b) No foreign limited liability company shall transact 6 in this State any business that a limited liability company 7 formed under the laws of this State is not permitted to 8 transact. A foreign limited liability company admitted to 9 transact business in this State shall, until admission is 10 revoked as provided in this Act, enjoy the same, but no 11 greater, rights and privileges as a limited liability company 12 formed under the laws of this State. 13 (c) The acceptance and filing by the Office of the 14 Secretary of State of a foreign limited liability company's 15 application shall admit the foreign limited liability company 16 to transact business in the State. 17 (Source: P.A. 90-424, eff. 1-1-98.) 18 Section 20. The Revised Uniform Limited Partnership Act 19 is amended by changing Sections 105 and 902 as follows: 20 (805 ILCS 210/105) (from Ch. 106 1/2, par. 151-6) 21 Sec. 105. Nature of Business. A limited partnership may 22 carry on any business that a partnership without limited 23 partners may carry on except banking, the operation of 24 railroads, and insurance unless carried on as a business of a 25syndicate orlimited syndicate authorized and regulated by 26 the Director of Insurance under Article V 1/2 of the Illinois 27 Insurance Code or for the purpose of carrying on business as 28 a member of a group including incorporated and individual 29 unincorporated underwriters when the Director of Insurance 30 finds that the group meets the requirements of subsection (3) 31 of Section 86 of the Illinois Insurance Code and the limited 32 partnership, if insolvent, is subject to liquidation by the SB778 Enrolled -10- LRB9106065JSpc 1 Director of Insurance under Article XIII of the Illinois 2 Insurance Code. 3 (Source: P.A. 84-1412.) 4 (805 ILCS 210/902) (from Ch. 106 1/2, par. 159-2) 5 Sec. 902. Admission to Transact Business. 6 (a) Except as provided in Article V of the Illinois 7 Insurance Code, before transacting business in this State, a 8 foreign limited partnership shall be admitted to do so by the 9 Secretary of State. In order to be admitted, a foreign 10 limited partnership shall submit to the office of the 11 Secretary of State an application for admission to transact 12 business as a foreign limited partnership setting forth: 13 (1) the name of the foreign limited partnership; 14 (2) the jurisdiction and date of its formation and a 15 statement that it is validly existing as a limited 16 partnership under the laws of that jurisdiction as of the 17 date of filing; 18 (3) the name and business address of each general 19 partner; 20 (4) the name and address of the registered agent and the 21 registered office the foreign limited partnership has 22 appointed or does appoint; the agent must be an individual 23 resident of this State, a domestic corporation, or a foreign 24 corporation having a place of business in, and authorized to 25 do business in this State; if the agent is a corporation, the 26 corporation must be authorized by its articles of 27 incorporation to act as such agent; 28 (5) a statement that the Secretary of State is appointed 29 the agent of the foreign limited partnership for service of 30 process under the circumstances set forth in Section 909(b) 31 of this Act; 32 (6) the address of the office at which is kept a list of 33 the names and business addresses of the limited partners and SB778 Enrolled -11- LRB9106065JSpc 1 their capital contributions, together with an undertaking by 2 the foreign limited partnership to keep those records until 3 the foreign limited partnership's registration in this State 4 is cancelled or withdrawn; 5 (7) the latest date upon which the limited partnership 6 is to be dissolved in the jurisdiction in which it was 7 formed; and 8 (8) any other information the Secretary of State shall 9 by rule deem necessary to administer this Act. 10 (b) No foreign limited partnership shall transact in 11 this State any business which a limited partnership formed 12 under the laws of this State is not permitted to transact. A 13 foreign limited partnership which shall be admitted to 14 transact business in this State shall, until a certificate of 15 cancellation shall have been issued as provided in this Act, 16 enjoy the same, but no greater, rights and privileges as a 17 domestic limited partnership. 18 (c) The acceptance and filing by the Office of the 19 Secretary of State of a foreign partnership's application 20 shall admit such foreign limited partnership to transact 21 business in the State. 22 (Source: P.A. 85-403.) 23 Section 99. Effective date. This Act takes effect upon 24 becoming law.