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Public Act 100-0894


 

Public Act 0894 100TH GENERAL ASSEMBLY

  
  
  

 


 
Public Act 100-0894
 
SB3398 EnrolledLRB100 16080 KTG 31199 b

    AN ACT concerning business.
 
    Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
 
    Section 5. The Professional Service Corporation Act is
amended by changing Section 12 as follows:
 
    (805 ILCS 10/12)  (from Ch. 32, par. 415-12)
    Sec. 12. (a) No corporation shall open, operate or maintain
an establishment for any of the purposes for which a
corporation may be organized under this Act without a
certificate of registration from the regulating authority
authorized by law to license individuals to engage in the
profession or related professions concerned. Application for
such registration shall be made in writing, and shall contain
the name and primary mailing address of the corporation, the
name and address of the corporation's registered agent, the
address of the practice location maintained by the corporation,
each assumed name being used by the corporation, and such other
information as may be required by the regulating authority. All
official correspondence from the regulating authority shall be
mailed to the primary mailing address of the corporation except
that the corporation may elect to have renewal and non-renewal
notices sent to the registered agent of the corporation. Upon
receipt of such application, the regulating authority, or some
administrative agency of government designated by it, shall
make an investigation of the corporation. If the regulating
authority is the Supreme Court it may designate the bar or
legal association which investigates and prefers charges
against lawyers to it for disciplining. If such authority finds
that the incorporators, officers, directors and shareholders
are each licensed pursuant to the laws of Illinois to engage in
the particular profession or related professions involved
(except that the secretary of the corporation need not be so
licensed), and if no disciplinary action is pending before it
against any of them, and if it appears that the corporation
will be conducted in compliance with the law and the
regulations and rules of the regulating authority, such
authority, shall issue, upon payment of a registration fee of
$50, a certificate of registration.
    A separate application shall be submitted for each business
location in Illinois. If the corporation is using more than one
fictitious or assumed name and has an address different from
that of the parent company, a separate application shall be
submitted for each fictitious or assumed name.
    Upon written application of the holder, the regulating
authority which originally issued the certificate of
registration shall renew the certificate if it finds that the
corporation has complied with its regulations and the
provisions of this Act.
    The fee for the renewal of a certificate of registration
shall be calculated at the rate of $40 per year.
    If the regulatory authority is the Department of Financial
and Professional Regulation, the certificate of registration
shall expire on January 1, 2019 and on January 1 of every third
year thereafter. The fee for renewal of a certificate of
registration shall be $40.
    The certificate of registration shall be conspicuously
posted upon the premises to which it is applicable. No
certificate of registration shall be assignable.
    (b) Moneys collected under this Section from a professional
corporation organized to practice law shall be deposited into
the Supreme Court Special Purposes Fund.
    (c) After the effective date of this amendatory Act of the
98th General Assembly, the amount of any fee collected under
this Section from a professional corporation organized to
practice law may be set by Supreme Court rule, except that the
amount of the fees shall remain as set by statute until the
Supreme Court adopts rules specifying a higher or lower fee
amount.
(Source: P.A. 98-324, eff. 10-1-13; 99-227, eff. 8-3-15.)
 
    Section 10. The Medical Corporation Act is amended by
changing Section 6 as follows:
 
    (805 ILCS 15/6)  (from Ch. 32, par. 636)
    Sec. 6. The certificate of registration shall expire on
January 1, 2019 and on January 1 of every third year
thereafter. Upon written application of the holder, the
Department shall renew the certificate of registration if the
Department finds that the corporation has complied with its
regulations and the provisions of this Act.
    The fee for renewal of a certificate of registration shall
be $40. calculated at the rate of $40 per year.
(Source: P.A. 83-863.)
 
    Section 15. The Limited Liability Company Act is amended by
changing Sections 1-5 and 1-25 as follows:
 
    (805 ILCS 180/1-5)
    Sec. 1-5. Definitions. As used in this Act, unless the
context otherwise requires:
    "Anniversary" means that day every year exactly one or more
years after: (i) the date the articles of organization filed
under Section 5-5 of this Act were filed by the Office of the
Secretary of State, in the case of a limited liability company;
or (ii) the date the application for admission to transact
business filed under Section 45-5 of this Act was filed by the
Office of the Secretary of State, in the case of a foreign
limited liability company.
    "Anniversary month" means the month in which the
anniversary of the limited liability company occurs.
    "Articles of organization" means the articles of
organization filed by the Secretary of State for the purpose of
forming a limited liability company as specified in Article 5
and all amendments thereto, whether evidenced by articles of
amendment, articles of merger, or a statement of correction
affecting the articles.
    "Assumed limited liability company name" means any limited
liability company name other than the true limited liability
company name, except that the identification by a limited
liability company of its business with a trademark or service
mark of which it is the owner or licensed user shall not
constitute the use of an assumed name under this Act.
    "Bankruptcy" means bankruptcy under the Federal Bankruptcy
Code of 1978, Title 11, Chapter 7 of the United States Code, as
amended from time to time, or any successor statute.
    "Business" includes every trade, occupation, profession,
and other lawful purpose, whether or not carried on for profit.
    "Company" means a limited liability company.
    "Contribution" means any cash, property, services
rendered, or other benefit, or a promissory note or other
binding obligation to contribute cash or property, perform
services, or provide any other benefit, that a person
contributes to the limited liability company in that person's
capacity as a member or in order to become a member.
    "Court" includes every court and judge having jurisdiction
in a case.
    "Debtor in bankruptcy" means a person who is the subject of
an order for relief under Title 11 of the United States Code, a
comparable order under a successor statute of general
application, or a comparable order under federal, state, or
foreign law governing insolvency.
    "Distribution" means a transfer of money, property, or
other benefit from a limited liability company to a member in
the member's capacity as a member or to a transferee of the
member's distributional interest.
    "Distributional interest" means a member's right to
receive distributions of the limited liability company's
assets, but no other rights or interests of a member.
    "Entity" means a person other than an individual.
    "Federal employer identification number" means either (i)
the federal employer identification number assigned by the
Internal Revenue Service to the limited liability company or
foreign limited liability company or (ii) in the case of a
limited liability company or foreign limited liability company
not required to have a federal employer identification number,
any other number that may be assigned by the Internal Revenue
Service for purposes of identification.
    "Foreign limited liability company" means an
unincorporated entity organized under laws other than the laws
of this State that afford limited liability to its owners
comparable to the liability under Section 10-10 and is not
required to register to transact business under any law of this
State other than this Act.
    "Insolvent" means that a limited liability company is
unable to pay its debts as they become due in the usual course
of its business.
    "Legal representative" means, without limitation, an
executor, administrator, guardian, personal representative and
agent, including an appointee under a power of attorney.
    "Limited liability company" means a limited liability
company organized under this Act.
    "L3C" or "low-profit limited liability company" means a
for-profit limited liability company which satisfies the
requirements of Section 1-26 of this Act and does not have as a
significant purpose the production of income or the
appreciation of property.
    "Manager" means a person, whether or not a member of a
manager-managed company, who is vested with authority in an
operating agreement as provided in Section 15-1.
    "Manager-managed company" means a limited liability
company that vests authority in a manager or managers in an
operating agreement as provided in Section 15-1.
    "Member" means a person who becomes a member of the limited
liability company upon formation of the company or in the
manner and at the time provided in the operating agreement or,
if the operating agreement does not so provide, in the manner
and at the time provided in this Act.
    "Member-managed company" means a limited liability company
other than a manager-managed company.
    "Membership interest" means all of a member's rights in the
limited liability company, including the member's right to
receive distributions of the limited liability company's
assets.
    "Operating agreement" means the agreement under Section
15-5, whether or not referred to as an operating agreement and
whether oral, in a record, implied, or in any combination
thereof, of all of the members of a limited liability company,
including a sole member, concerning the relations among the
members, managers, and limited liability company. The term
"operating agreement" includes amendments to the agreement.
    "Organizer" means one of the signers of the original
articles of organization.
    "Person" means an individual, partnership, domestic or
foreign limited partnership, limited liability company or
foreign limited liability company, trust, estate, association,
corporation, governmental body, or other juridical being.
    "Professional limited liability company" means a limited
liability company that provides professional services licensed
by the Department of Financial and Professional Regulation and
that is organized under the Professional Limited Liability
Company Act and this Act.
    "Record" means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and
is retrievable in perceivable form.
    "Registered office" means that office maintained by the
limited liability company in this State, the address, including
street, number, city and county, of which is on file in the
office of the Secretary of State, at which, any process,
notice, or demand required or permitted by law may be served
upon the registered agent of the limited liability company.
    "Registered agent" means a person who is an agent for
service of process on the limited liability company who is
appointed by the limited liability company and whose address is
the registered office of the limited liability company.
    "Restated articles of organization" means the articles of
organization restated as provided in Section 5-30.
    "Sign" means, with the present intent to authenticate or
adopt a record:
        (1) to execute or adopt a tangible symbol; or
        (2) to attach to or logically associate with the record
    an electronic symbol, sound, or process.
    "State" means a state, territory, or possession of the
United States, the District of Columbia, or the Commonwealth of
Puerto Rico.
    "Transfer" includes an assignment, conveyance, deed, bill
of sale, lease, mortgage, security interest, encumbrance, and
gift.
(Source: P.A. 99-637, eff. 7-1-17.)
 
    (805 ILCS 180/1-25)
    Sec. 1-25. Nature of business.
    (a) A limited liability company may be formed for any
lawful purpose or business except: (1) (blank); (2) insurance
unless, for the purpose of carrying on business as a member of
a group including incorporated and individual unincorporated
underwriters, the Director of Insurance finds that the group
meets the requirements of subsection (3) of Section 86 of the
Illinois Insurance Code and the limited liability company, if
insolvent, is subject to liquidation by the Director of
Insurance under Article XIII of the Illinois Insurance Code. ;
        (3) the practice of dentistry unless all the members
    and managers are licensed as dentists under the Illinois
    Dental Practice Act;
        (4) the practice of medicine unless all the managers,
    if any, are licensed to practice medicine under the Medical
    Practice Act of 1987 and each member is either:
            (A) licensed to practice medicine under the
        Medical Practice Act of 1987; or
            (B) a registered medical corporation or
        corporations organized pursuant to the Medical
        Corporation Act; or
            (C) a professional corporation organized pursuant
        to the Professional Service Corporation Act of
        physicians licensed to practice under the Medical
        Practice Act of 1987;
            (C-5) a hospital or hospital affiliate as defined
        in Section 10.8 of the Hospital Licensing Act; or
            (D) a limited liability company that satisfies the
        requirements of subparagraph (A), (B), (C), or (C-5);
        (5) the practice of real estate unless all the
    managers, if any, or every member in a member-managed
    company are licensed to practice as a managing broker or
    broker pursuant to the Real Estate License Act of 2000;
        (6) the practice of clinical psychology unless all the
    managers and members are licensed to practice as a clinical
    psychologist under the Clinical Psychologist Licensing
    Act;
        (7) the practice of social work unless all the managers
    and members are licensed to practice as a clinical social
    worker or social worker under the Clinical Social Work and
    Social Work Practice Act;
        (8) the practice of marriage and family therapy unless
    all the managers and members are licensed to practice as a
    marriage and family therapist under the Marriage and Family
    Therapy Licensing Act;
        (9) the practice of professional counseling unless all
    the managers and members are licensed to practice as a
    clinical professional counselor or a professional
    counselor under the Professional Counselor and Clinical
    Professional Counselor Licensing and Practice Act;
        (10) the practice of sex offender evaluations unless
    all the managers and members are licensed to practice as a
    sex offender evaluator under the Sex Offender Evaluation
    and Treatment Provider Act; or
        (11) the practice of veterinary medicine unless all the
    managers and members are licensed to practice as a
    veterinarian under the Veterinary Medicine and Surgery
    Practice Act of 2004.
    (b) (Blank). Notwithstanding any provision of this
Section, any of the following professional services may be
combined and offered within a single company provided that each
professional service is only offered by persons licensed to
provide that professional service and all managers and members
are licensed in at least one of the professional services
offered by the company:
        (1) the practice of medicine by physicians licensed
    under the Medical Practice Act of 1987, the practice of
    podiatry by podiatrists licensed under the Podiatric
    Medical Practice Act of 1987, the practice of dentistry by
    dentists licensed under the Illinois Dental Practice Act,
    and the practice of optometry by optometrists licensed
    under the Illinois Optometric Practice Act of 1987; or
        (2) the practice of clinical psychology by clinical
    psychologists licensed under the Clinical Psychologist
    Licensing Act, the practice of social work by clinical
    social workers or social workers licensed under the
    Clinical Social Work and Social Work Practice Act, the
    practice of marriage and family counseling by marriage and
    family therapists licensed under the Marriage and Family
    Therapy Licensing Act, the practice of professional
    counseling by professional counselors and clinical
    professional counselors licensed under the Professional
    Counselor and Clinical Professional Counselor Licensing
    and Practice Act, and the practice of sex offender
    evaluations by sex offender evaluators licensed under the
    Sex Offender Evaluation and Treatment Provider Act.
    (c) (Blank). Professional limited liability companies may
be organized under this Act.
    (d) A limited liability company that intends to provide a
professional service licensed by the Department of Financial
and Professional Regulation must be formed in compliance with
the Professional Limited Liability Company Act.
(Source: P.A. 99-227, eff. 8-3-15.)
 
    Section 20. The Professional Limited Liability Company Act
is amended by changing Sections 5 and 15 and by adding Sections
2, 11, 12, and 13 as follows:
 
    (805 ILCS 185/2 new)
    Sec. 2. Legislative intent. It is the intent of the General
Assembly to provide for an individual or group of individuals
to form a professional limited liability company to render the
same professional service or related professional services to
the public for which such individuals or individuals providing
the professional services are required by law to be licensed,
while preserving the established professional aspects of the
personal relationship between the professional person and
those he or she serves professionally.
 
    (805 ILCS 185/5)
    Sec. 5. Definitions. In this Act:
    "Department" means the Department of Financial and
Professional Regulation.
    "License" means a license, certificate of registration, or
any other evidence of the satisfaction of the requirements of
this State issued by the Department.
    "Professional limited liability company" means a limited
liability company that intends to provide, or does provide,
professional services that require the individuals engaged in
the profession to be licensed by the Department of Financial
and Professional Regulation.
(Source: P.A. 99-227, eff. 8-3-15.)
 
    (805 ILCS 185/11 new)
    Sec. 11. Articles of organization. One or more individuals
may organize a professional limited liability company by filing
articles of organization with the Secretary of State on forms
furnished by the Secretary. Such articles of organization shall
meet the requirements of the Limited Liability Company Act and
this Act and must also state the specific professional service
or related professional services to be rendered by the
professional limited liability company.
    A limited liability company that provides professional
services and requires registration with the Department may
convert to a professional limited liability company by filing
the appropriate forms with the Secretary of State. There shall
be no fee for this conversion.
 
    (805 ILCS 185/12 new)
    Sec. 12. Professional limited liability company name. The
name of each professional limited liability company or foreign
professional limited liability company organized, existing, or
subject to the provisions of this Act shall contain the terms
"professional limited liability company", "P.L.L.C.", or
"PLLC".
 
    (805 ILCS 185/13 new)
    Sec. 13. Nature of business.
    (a) A professional limited liability company may be formed
to provide a professional service or services licensed by the
Department except:
        (1) the practice of dentistry unless all the members
    and managers are licensed as dentists under the Illinois
    Dental Practice Act;
        (2) the practice of medicine unless all the managers,
    if any, are licensed to practice medicine under the Medical
    Practice Act of 1987 and each member is either:
            (A) licensed to practice medicine under the
        Medical Practice Act of 1987;
            (B) a registered medical corporation or
        corporations organized pursuant to the Medical
        Corporation Act;
            (C) a professional corporation organized pursuant
        to the Professional Service Corporation Act of
        physicians licensed to practice under the Medical
        Practice Act of 1987;
            (D) a hospital or hospital affiliate as defined in
        Section 10.8 of the Hospital Licensing Act; or
            (E) a professional limited liability company that
        satisfies the requirements of subparagraph (A), (B),
        (C), or (D);
        (3) the practice of real estate unless all the
    managers, if any, or every member in a member-managed
    company are licensed to practice as a managing broker or
    broker pursuant to the Real Estate License Act of 2000;
        (4) the practice of clinical psychology unless all the
    managers and members are licensed to practice as a clinical
    psychologist under the Clinical Psychologist Licensing
    Act;
        (5) the practice of social work unless all the managers
    and members are licensed to practice as a clinical social
    worker or social worker under the Clinical Social Work and
    Social Work Practice Act;
        (6) the practice of marriage and family therapy unless
    all the managers and members are licensed to practice as a
    marriage and family therapist under the Marriage and Family
    Therapy Licensing Act;
        (7) the practice of professional counseling unless all
    the managers and members are licensed to practice as a
    clinical professional counselor or a professional
    counselor under the Professional Counselor and Clinical
    Professional Counselor Licensing and Practice Act;
        (8) the practice of sex offender evaluation and
    treatment unless all the managers and members are licensed
    to practice as a sex offender evaluator or sex offender
    treatment provider under the Sex Offender Evaluation and
    Treatment Provider Act; or
        (9) the practice of veterinary medicine unless all the
    managers and members are licensed to practice as a
    veterinarian under the Veterinary Medicine and Surgery
    Practice Act of 2004.
    (b) Notwithstanding any provision of this Section, any of
the following professional services may be combined and offered
within a single professional limited liability company
provided that each professional service is offered only by
persons licensed to provide that professional service and all
managers and members are licensed in at least one of the
professional services offered by the professional limited
liability company:
        (1) the practice of medicine by physicians licensed
    under the Medical Practice Act of 1987, the practice of
    podiatry by podiatric physicians licensed under the
    Podiatric Medical Practice Act of 1987, the practice of
    dentistry by dentists licensed under the Illinois Dental
    Practice Act, and the practice of optometry by optometrists
    licensed under the Illinois Optometric Practice Act of
    1987; or
        (2) the practice of clinical psychology by clinical
    psychologists licensed under the Clinical Psychologist
    Licensing Act, the practice of social work by clinical
    social workers or social workers licensed under the
    Clinical Social Work and Social Work Practice Act, the
    practice of marriage and family counseling by marriage and
    family therapists licensed under the Marriage and Family
    Therapy Licensing Act, the practice of professional
    counseling by professional counselors and clinical
    professional counselors licensed under the Professional
    Counselor and Clinical Professional Counselor Licensing
    and Practice Act, and the practice of sex offender
    evaluation and treatment by sex offender evaluators and sex
    offender treatment providers licensed under the Sex
    Offender Evaluation and Treatment Provider Act.
 
    (805 ILCS 185/15)
    Sec. 15. Certificate of registration.
    (a) No professional limited liability company may render
professional services that require the issuance of a license by
the Department, except through its managers, members, agents,
or employees who are duly licensed or otherwise legally
authorized to render such professional services within this
State. An individual's association with a professional limited
liability company as a manager, member, agent, or employee,
shall in no way modify or diminish the jurisdiction of the
Department that licensed, certified, or registered the
individual for a particular profession.
    (b) A professional limited liability company shall not
open, operate, or maintain an establishment for any of the
purposes for which a limited liability company may be organized
without obtaining a certificate of registration from the
Department.
    (c) Application for a certificate of registration shall be
made in writing and shall contain the name and primary mailing
address of the professional limited liability company, the name
and address of the company's registered agent, the address of
the practice location maintained by the company, each assumed
name being used by the company, and such other information as
may be required by the Department. All official correspondence
from the Department shall be mailed to the primary mailing
address of the company except that the company may elect to
have renewal and non-renewal notices sent to the registered
agent of the company. Upon receipt of such application, the
Department shall make an investigation of the professional
limited liability company. If this Act or any Act administered
by the Department requires the organizers, managers, and
members to each be licensed in the particular profession or
related professions related to the professional services
offered by the company, the Department shall determine that the
organizers, managers, and members are each licensed pursuant to
the laws of Illinois to engage in the particular profession or
related professions involved (except that an initial organizer
may be a licensed attorney) and that no disciplinary action is
pending before the Department against any of them before
issuing a certificate of registration. For all other companies
submitting an application, the Department shall determine if
any organizer, manager, or member claiming to hold a
professional license issued by the Department is currently so
licensed and that no disciplinary action is pending before the
Department against any of them before issuing a certificate of
registration. If it appears that the professional limited
liability company will be conducted in compliance with the law
and the rules and regulations of the Department, the Department
shall issue, upon payment of a registration fee of $50, a
certificate of registration.
    (d) A separate application shall be submitted for each
business location in Illinois. If the professional limited
liability company is using more than one fictitious or assumed
name and has an address different from that of the parent
company, a separate application shall be submitted for each
fictitious or assumed name.
    (e) The certificate of registration shall expire on January
1, 2019 and on January 1 of every third year thereafter. Upon
written application of the holder, the Department shall renew
the certificate if it finds that the professional limited
liability company has complied with its regulations and the
provisions of this Act and the applicable licensing Act. This
fee for the renewal of a certificate of registration shall be
$40. calculated at the rate of $40 per year. The certificate of
registration shall be conspicuously posted upon the premises to
which it is applicable. A certificate of registration shall not
be assignable.
    (f) The Department shall not issue or renew any certificate
of registration to a professional limited liability company
during the period of dissolution.
(Source: P.A. 99-227, eff. 8-3-15.)
 
    Section 99. Effective date. This Act takes effect upon
becoming law.
INDEX
Statutes amended in order of appearance
    805 ILCS 10/12from Ch. 32, par. 415-12
    805 ILCS 15/6from Ch. 32, par. 636
    805 ILCS 180/1-5
    805 ILCS 180/1-25
    805 ILCS 185/2 new
    805 ILCS 185/5
    805 ILCS 185/11 new
    805 ILCS 185/12 new
    805 ILCS 185/13 new
    805 ILCS 185/15

Effective Date: 8/14/2018