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91_SB0778eng SB778 Engrossed 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 Engrossed -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 Section 13.05 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 a 32 foreign corporation may obtain a certificate of authority SB778 Engrossed -3- LRB9106065JSpc 1 under this Act for the purpose of carrying on the business of 2 a syndicate or limited syndicate under Article V-1/2 of the 3 Illinois Insurance Codeor 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 Section 15. The Limited Liability Company Act is amended 27 by changing Sections 1-25 and 45-5 as follows: 28 (805 ILCS 180/1-25) 29 Sec. 1-25. Nature of business. A limited liability 30 company may be formed for any lawful purpose or business 31 except: 32 (1) banking, exclusive of fiduciaries organized for SB778 Engrossed -4- LRB9106065JSpc 1 the purpose of accepting and executing trusts; 2 (2) insurance unless carried on as a business of a 3 syndicate or limited syndicate under Article V 1/2 of the 4 Illinois Insurance Code or for the purpose of carrying on 5 business as a member of a group including incorporated 6 and individual unincorporated underwriters when the 7 Director of Insurance finds that the group meets the 8 requirements of subsection (3) of Section 86 of the 9 Illinois Insurance Code and the limited liability 10 company, if insolvent, is subject to liquidation by the 11 Director of Insurance under Article XIII of the Illinois 12 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 Engrossed -5- 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 Engrossed -6- 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 25 syndicate or limited syndicate under Article V 1/2 of the 26 Illinois Insurance Code or for the purpose of carrying on 27 business as a member of a group including incorporated and 28 individual unincorporated underwriters when the Director of 29 Insurance finds that the group meets the requirements of 30 subsection (3) of Section 86 of the Illinois Insurance Code 31 and the limited partnership, if insolvent, is subject to 32 liquidation by the Director of Insurance under Article XIII SB778 Engrossed -7- LRB9106065JSpc 1 of the Illinois Insurance Code. 2 (Source: P.A. 84-1412.) 3 (805 ILCS 210/902) (from Ch. 106 1/2, par. 159-2) 4 Sec. 902. Admission to Transact Business. 5 (a) Except as provided in Article V of the Illinois 6 Insurance Code, before transacting business in this State, a 7 foreign limited partnership shall be admitted to do so by the 8 Secretary of State. In order to be admitted, a foreign 9 limited partnership shall submit to the office of the 10 Secretary of State an application for admission to transact 11 business as a foreign limited partnership setting forth: 12 (1) the name of the foreign limited partnership; 13 (2) the jurisdiction and date of its formation and a 14 statement that it is validly existing as a limited 15 partnership under the laws of that jurisdiction as of the 16 date of filing; 17 (3) the name and business address of each general 18 partner; 19 (4) the name and address of the registered agent and the 20 registered office the foreign limited partnership has 21 appointed or does appoint; the agent must be an individual 22 resident of this State, a domestic corporation, or a foreign 23 corporation having a place of business in, and authorized to 24 do business in this State; if the agent is a corporation, the 25 corporation must be authorized by its articles of 26 incorporation to act as such agent; 27 (5) a statement that the Secretary of State is appointed 28 the agent of the foreign limited partnership for service of 29 process under the circumstances set forth in Section 909(b) 30 of this Act; 31 (6) the address of the office at which is kept a list of 32 the names and business addresses of the limited partners and 33 their capital contributions, together with an undertaking by SB778 Engrossed -8- LRB9106065JSpc 1 the foreign limited partnership to keep those records until 2 the foreign limited partnership's registration in this State 3 is cancelled or withdrawn; 4 (7) the latest date upon which the limited partnership 5 is to be dissolved in the jurisdiction in which it was 6 formed; and 7 (8) any other information the Secretary of State shall 8 by rule deem necessary to administer this Act. 9 (b) No foreign limited partnership shall transact in 10 this State any business which a limited partnership formed 11 under the laws of this State is not permitted to transact. A 12 foreign limited partnership which shall be admitted to 13 transact business in this State shall, until a certificate of 14 cancellation shall have been issued as provided in this Act, 15 enjoy the same, but no greater, rights and privileges as a 16 domestic limited partnership. 17 (c) The acceptance and filing by the Office of the 18 Secretary of State of a foreign partnership's application 19 shall admit such foreign limited partnership to transact 20 business in the State. 21 (Source: P.A. 85-403.) 22 Section 99. Effective date. This Act takes effect upon 23 becoming law.