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Public Act 094-0607


 

Public Act 0607 94TH GENERAL ASSEMBLY



 


 
Public Act 094-0607
 
SB0504 Enrolled LRB094 05337 RXD 35381 b

    AN ACT concerning business.
 
    Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
 
    Section 5. The Limited Liability Company Act is amended by
changing Section 50-10 and by adding Section 37-40 as follows:
 
    (805 ILCS 180/37-40 new)
    Sec. 37-40. Series of members, managers or limited
liability company interests.
    (a) An operating agreement may establish or provide for the
establishment of designated series of members, managers or
limited liability company interests having separate rights,
powers or duties with respect to specified property or
obligations of the limited liability company or profits and
losses associated with specified property or obligations, and
to the extent provided in the operating agreement, any such
series may have a separate business purpose or investment
objective.
    (b) Notwithstanding anything to the contrary set forth in
this Section or under other applicable law, in the event that
an operating agreement creates one or more series, and if
separate and distinct records are maintained for any such
series and the assets associated with any such series are held
(directly or indirectly, including through a nominee or
otherwise) and accounted for separately from the other assets
of the limited liability company, or any other series thereof,
and if the operating agreement so provides, and notice of the
limitation on liabilities of a series as referenced in this
subsection is set forth in the articles of organization of the
limited liability company and if the limited liability company
has filed a certificate of designation for each series which is
to have limited liability under this Section, then the debts,
liabilities and obligations incurred, contracted for or
otherwise existing with respect to a particular series shall be
enforceable against the assets of such series only, and not
against the assets of the limited liability company generally
or any other series thereof, and unless otherwise provided in
the operating agreement, none of the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise
existing with respect to the limited liability company
generally or any other series thereof shall be enforceable
against the assets of such series. The fact that the articles
of organization contain the foregoing notice of the limitation
on liabilities of a series and a certificate of designation for
a series is on file in the Office of the Secretary of State
shall constitute notice of such limitation on liabilities of a
series. A series with limited liability shall be treated as a
separate entity to the extent set forth in the articles of
organization. Each series with limited liability may, in its
own name, contract, hold title to assets, grant security
interests, sue and be sued and otherwise conduct business and
exercise the powers of a limited liability company under this
Act. The limited liability company and any of its series may
elect to consolidate their operations as a single taxpayer to
the extent permitted under applicable law, elect to work
cooperatively, elect to contract jointly or elect to be treated
as a single business for purposes of qualification to do
business in this or any other state. Such elections shall not
affect the limitation of liability set forth in this Section
except to the extent that the series have specifically accepted
joint liability by contract.
    (c) The name of the series with limited liability must
contain the entire name of the limited liability company and be
distinguishable from the names of the other series set forth in
the articles of organization.
    (d) Upon the filing of the certificate of designation with
the Secretary of State setting forth the name of each series
with limited liability, the series' existence shall begin, and
each of the duplicate copies stamped "Filed" and marked with
the filing date shall be conclusive evidence, except as against
the State, that all conditions precedent required to be
performed have been complied with and that the series has been
or shall be, on a later date if so specified in the articles of
organization or certificate of designation, legally organized
and formed under this Act. If different from the limited
liability company, the certificate of designation for each
series shall list the names of the members if the series is
member managed or the names of the managers if the series is
manager managed. The name of a series with limited liability
under subsection (b) of this Section may be changed by filing
with the Secretary of State a certificate of designation
identifying the series whose name is being changed and the new
name of such series. If not the same as the limited liability
company, the names of the members of a member managed series or
of the managers of a manager managed series may be changed by
filing a new certificate of designation with the Secretary of
State. A series with limited liability under subsection (b) of
this Section may be dissolved by filing with the Secretary of
State a certificate of designation identifying the series being
dissolved or by the dissolution of the limited liability
company as provided in subsection (m) of this Section.
Certificates of designation may be filed by the limited
liability company or any manager, person or entity designated
in the operating agreement for the limited liability company.
    (e) A series of a limited liability company will be deemed
to be in good standing as long as the limited liability company
is in good standing.
    (f) The registered agent and registered office for the
limited liability company in Illinois shall serve as the agent
and office for service of process in Illinois for each series.
    (g) An operating agreement may provide for classes or
groups of members or managers associated with a series having
such relative rights, powers and duties as the operating
agreement may provide, and may make provision for the future
creation of additional classes or groups of members or managers
associated with the series having such relative rights, powers
and duties as may from time to time be established, including
rights, powers and duties senior to existing classes and groups
of members or managers associated with the series.
    (h) A series may be managed by either the member or members
associated with the series or by a manager or managers chosen
by the members of such series, as provided in the operating
agreement. Unless otherwise provided in an operating
agreement, the management of a series shall be vested in the
members associated with such series.
    (i) An operating agreement may grant to all or certain
identified members or managers or a specified class or group of
the members or managers associated with a series the right to
vote separately or with all or any class or group of the
members or managers associated with the series, on any matter.
An operating agreement may provide that any member or class or
group of members associated with a series shall have no voting
rights.
    (j) Except to the extent modified in this Section, the
provisions of this Act which are generally applicable to
limited liability companies, their managers, members and
transferees shall be applicable to each particular series with
respect to the operation of such series.
    (k) Except as otherwise provided in an operating agreement,
any event under this Act or in an operating agreement that
causes a manager to cease to be a manager with respect to a
series shall not, in itself, cause such manager to cease to be
a manager of the limited liability company or with respect to
any other series thereof.
    (l) Except as otherwise provided in an operating agreement,
any event under this Act or an operating agreement that causes
a member to cease to be associated with a series shall not, in
itself, cause such member to cease to be associated with any
other series or terminate the continued membership of a member
in the limited liability company or cause the termination of
the series, regardless of whether such member was the last
remaining member associated with such series.
    (m) Except to the extent otherwise provided in the
operating agreement, a series may be dissolved and its affairs
wound up without causing the dissolution of the limited
liability company. The dissolution of a series established in
accordance with subsection (b) of this Section shall not affect
the limitation on liabilities of such series provided by
subsection (b) of this Section. A series is terminated and its
affairs shall be wound up upon the dissolution of the limited
liability company under Section 35 of this Act.
    (n) If a limited liability company with a series does not
register to do business in a foreign jurisdiction for itself
and certain of its series, a series of a limited liability
company may itself register to do business as a limited
liability company in the foreign jurisdiction in accordance
with the laws of the foreign jurisdiction.
    (o) If a foreign limited liability company, as permitted in
the jurisdiction of its organization, has established a series
having separate rights, powers or duties and has limited the
liabilities of such series so that the debts, liabilities and
obligations incurred, contracted for or otherwise existing
with respect to a particular series are enforceable against the
assets of such series only, and not against the assets of the
limited liability company generally or any other series
thereof, or so that the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with
respect to the limited liability company generally or any other
series thereof are not enforceable against the assets of such
series, then the limited liability company, on behalf of itself
or any of its series, or any of its series on their own behalf
may register to do business in the State in accordance with
Section 45-5 of this Act. The limitation of liability shall be
so stated on the application for admission as a foreign limited
liability company and a certificate of designation shall be
filed for each series being registered to do business in the
State by the limited liability company. Unless otherwise
provided in the operating agreement, the debts, liabilities and
obligations incurred, contracted for or otherwise existing
with respect to a particular series of such a foreign limited
liability company shall be enforceable against the assets of
such series only, and not against the assets of the foreign
limited liability company generally or any other series thereof
and none of the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to
such a foreign limited liability company generally or any other
series thereof shall be enforceable against the assets of such
series.
 
    (805 ILCS 180/50-10)
    Sec. 50-10. Fees.
    (a) The Secretary of State shall charge and collect in
accordance with the provisions of this Act and rules
promulgated 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 articles of organization of limited
    liability companies (domestic), application for admission
    (foreign), and restated articles of organization
    (domestic), $500. Notwithstanding the foregoing, the fee
    for filing articles of organization (domestic),
    application for admission (foreign), and restated articles
    of organization (domestic) in connection with a limited
    liability company with a series pursuant to Section 37-40
    of this Act is $750.
        (2) Filing amendments:
            (A) For other than change of registered agent name
        or registered office, or both, $150.
            (B) For the purpose of changing the registered
        agent name or registered office, or both, $35.
        (3) Filing articles of dissolution or application for
    withdrawal, $100.
        (4) Filing an application to reserve a name, $300.
        (5) (Blank).
        (6) Filing a notice of a transfer of a reserved name,
    $100.
        (7) Registration of a name, $300.
        (8) Renewal of registration of a name, $100.
        (9) Filing an application for use of an assumed name
    under Section 1-20 of this Act, $150 for each year or part
    thereof ending in 0 or 5, $120 for each year or part
    thereof ending in 1 or 6, $90 for each year or part thereof
    ending in 2 or 7, $60 for each year or part thereof ending
    in 3 or 8, $30 for each year or part thereof ending in 4 or
    9, and a renewal for each assumed name, $150.
        (10) Filing an application for change of an assumed
    name, $100.
        (11) Filing an annual report of a limited liability
    company or foreign limited liability company, $250, if
    filed as required by this Act, plus a penalty if
    delinquent. Notwithstanding the foregoing, the fee for
    filing an annual report of a limited liability company or
    foreign limited liability company is $250 plus $50 for each
    series for which a certificate of designation has been
    filed pursuant to Section 37-40 of this Act, plus a penalty
    if delinquent.
        (12) Filing an application for reinstatement of a
    limited liability company or foreign limited liability
    company $500.
        (13) Filing Articles of Merger, $100 plus $50 for each
    party to the merger in excess of the first 2 parties.
        (14) Filing an Agreement of Conversion or Statement of
    Conversion, $100.
        (15) Filing a statement of correction, $25.
        (16) Filing a petition for refund, $15.
        (17) Filing any other document, $100.
        (18) Filing a certificate of designation of a limited
    liability company with a series pursuant to Section 37-40
    of this Act, $50.
    (c) The Secretary of State shall charge and collect all of
the following:
        (1) For furnishing a copy or certified copy of any
    document, instrument, or paper relating to a limited
    liability company or foreign limited liability company, $1
    per page, but not less than $25, and $25 for the
    certificate and for affixing the seal thereto.
        (2) For the transfer of information by computer process
    media to any purchaser, fees established by rule.
(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 12-1-03; 93-59,
eff. 7-1-03; revised 9-5-03.)
 
    Section 99. Effective date. This Act takes effect July 1,
2005.

Effective Date: 8/16/2005