State of Illinois
91st General Assembly
Public Acts

[ Home ]  [ ILCS ] [ Search ] [ Bottom ]
 [ Other General Assemblies ]

Public Act 91-0527

SB567 Enrolled                                 LRB9103879DJcd

    AN ACT concerning business organizations, amending  named
Acts.

    Be  it  enacted  by  the People of the State of Illinois,
represented in the General Assembly:

    Section 2.  The  Business  Corporation  Act  of  1983  is
amended by changing Section 7.65 as follows:

    (805 ILCS 5/7.65) (from Ch. 32, par. 7.65)
    Sec. 7.65.  Voting trust agreement.
    (a)  One   or  more  Any  number  of  shareholders  of  a
corporation may create a voting  trust  for  the  purpose  of
conferring  upon  a  trustee or trustees the right to vote or
otherwise represent their shares for a stated duration, which
may be perpetual or for a fixed period or may  be  determined
by  the occurrence of a stated condition or conditions, for a
period of not to exceed ten years, by entering into a written
voting trust agreement specifying the terms and conditions of
the voting trust,  and  by  transferring  the  subject  their
shares  to  such  trustee  or  trustees  pursuant  to for the
purposes of the agreement. If the agreement or any  amendment
thereto  does  not contain a stated duration, the trust shall
terminate  10  years  after  the   agreement   first   became
effective.
    (b)  No  voting  Any  such  trust  agreement shall be not
become effective until a  counterpart  of  the  agreement  is
deposited  with  the  corporation  at  the  corporation's its
registered  office.  The  counterpart  of  the  voting  trust
agreement so deposited with the corporation shall be  subject
to  the  same  right  of  examination by a shareholder of the
corporation, in person or by agent or  attorney,  as  is  the
record  of  shareholders  of  the  corporation,  and shall be
subject to examination as provided in  Section  7.75  by  any
holder  of  a  beneficial  interest in the voting trust as if
that holder were a shareholder, either in person or by  agent
or attorney, at any reasonable time for any proper purpose.
    (c)  The  rule against perpetuities does not apply to any
voting trust created in accordance with this Section.
    (d)  Every voting trust agreement entered  into  pursuant
to  this  Section  is  specifically enforceable in accordance
with the principles of equity.
    (e)  The changes made by this amendatory Act of the  91st
General  Assembly  apply only to voting trust agreements that
are:
         (1)  entered into after the effective date  of  this
    amendatory Act of the 91st General Assembly; or
         (2)  amended   after  the  effective  date  of  this
    amendatory Act of the 91st General Assembly to include  a
    stated duration in accordance with subsection (a).
(Source: P.A. 83-1025.)

    Section 5.  The General Not For Profit Corporation Act of
1986  is  amended  by  changing Sections 101.15 and 110.05 as
follows:

    (805 ILCS 105/101.15) (from Ch. 32, par. 101.15)
    Sec. 101.15.  Statement of correction.  (a)  Whenever any
instrument authorized to be filed with the Secretary of State
under any provision of this Act has been so filed and, as  of
the  date  of  the  action  therein referred to, contains any
misstatement  of  fact,   typographical   error,   error   of
transcription   or   any   other  error  or  defect,  or  was
defectively or erroneously executed, such instrument  may  be
corrected  by  filing,  in  accordance with Section 101.10 of
this Act, a statement of correction.
    (b)  A statement of correction shall set forth:
    (1)  The name or names of the corporation or corporations
and the State or country under the  laws  of  which  each  is
organized.
    (2)  The  title of the instrument being corrected and the
date it was filed by the Secretary of State.
    (3)  The inaccuracy, error or defect to be corrected  and
the portion of the instrument in corrected form.
    (c)  A  statement  of correction shall be executed in the
same manner in  which  the  instrument  being  corrected  was
required to be executed.
    (d)  The  corrected  instrument  shall be effective as of
the date the original instrument was filed.
    (e)  A statement of correction shall not:
    (1)  Effect any change or  amendment  of  articles  which
would not in all respects have complied with the requirements
of this Act;
    (2)  Take  the place of any document, statement or report
otherwise required to be filed by this Act;
    (3)  Affect any right or liability  accrued  or  incurred
before  such  filing,  except  that  any  right  or liability
accrued or incurred by reason of the error  or  defect  being
corrected  shall be extinguished by such filing if the person
having  such  right  has  not  detrimentally  relied  on  the
original instrument;
    (4)  Alter   the   provisions   of   the   articles    of
incorporation with respect to the corporation name or purpose
or  the  names  and addresses of the incorporators or initial
directors;
    (5)  Alter  the  provisions  of   the   application   for
certificate  of  authority  of  a  foreign  corporation  with
respect to the corporation name;
    (6)  Alter  the provisions of the application to adopt or
change an assumed corporate name with respect to the  assumed
corporate name; or
    (7)  Alter  the  wording  of  any resolution which was in
fact adopted by the board of  directors  or  by  the  members
entitled to vote.
(Source: P.A. 84-1423.)

    (805 ILCS 105/110.05) (from Ch. 32, par. 110.05)
    Sec.    110.05.    Authority   to   amend   articles   of
incorporation.  (a)  A corporation may amend its articles  of
incorporation  at any time and from time to time to add a new
provision or to  change  or  remove  an  existing  provision,
provided  that  the  articles  as  amended  contain only such
provisions as are required or permitted in original  articles
of  incorporation  at the time of amendment.  The articles as
amended  must  contain  all  the   provisions   required   by
subsection  (a) of Section 102.10 of this Act except that the
names and addresses of the initial directors may  be  omitted
removed  and the names of the initial registered agent or the
address of the  initial  registered  office  may  be  omitted
removed if a statement of change is on file.
    (b)  A  corporation  whose period of duration as provided
in the articles of incorporation has expired  may  amend  its
articles  of  incorporation to revive its articles and extend
the  period  of  corporate  duration,  including  making  the
duration perpetual, at any time within 5 years after the date
of expiration.
(Source: P.A. 84-1423.)

    Section 10. The Revised Uniform Limited  Partnership  Act
is amended by changing Section 108 as follows:

    (805 ILCS 210/108) (from Ch. 106 1/2, par. 151-9)
    Sec. 108.  Assumed Name.
    (a)  A   limited   partnership   or   a  foreign  limited
partnership admitted to transact business in this  State  may
elect  to  adopt  an  assumed  name  that  complies  with the
requirements  of  Section  102  of  this   Act   except   the
requirement   that   the  name  contain  the  words  "limited
partnership" or the abbreviation "L.P.".
    (b)  As used in this Act, "assumed name" means  any  name
other than the true name of a limited partnership or the name
under  which  a  foreign  limited  partnership is admitted to
transact business in this State, except that the following do
not constitute the use of an assumed name under this Act:
         (1)  The identification by a limited partnership  or
    foreign  limited  partnership  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.
         (2)  The   use   of   a  name  of  a  division,  not
    constituting  a  separate  limited  partnership  and  not
    containing  the  words  "limited   partnership"   or   an
    abbreviation  of  those  words, provided that the limited
    partnership also clearly discloses its true name.
    (c)  Before transacting any business in this State  under
an  assumed name or names, the limited partnership or foreign
limited partnership shall, for each assumed name, execute and
file in accordance with Section 204 or 903 of  this  Act,  as
applicable, an application setting forth:
         (1)  the true name of the limited partnership or the
    name  under  which  the  foreign  limited  partnership is
    admitted to transact business in this State;
         (2)  the State or other jurisdiction under the  laws
    of which it is formed;
         (3)  that  it  intends to transact business under an
    assumed name; and
         (4)  the assumed name which it proposes to use.
    (d)  The right to use an assumed name shall be  effective
from  the  date of filing by the Secretary of State until the
first day of the anniversary month of the limited partnership
or foreign limited partnership that  falls  within  the  next
calendar   year   evenly  divisible  by  5,  however,  if  an
application  is  filed  within  the  3   months   immediately
preceding  the  anniversary month of a limited partnership or
foreign limited partnership that falls within a calendar year
evenly divisible by 5, the right  to  use  the  assumed  name
shall  be  effective  until  the first day of the anniversary
month  of  the  limited  partnership   or   foreign   limited
partnership that falls within the next succeeding year evenly
divisible by 5.
    (e)  A limited partnership or foreign limited partnership
may renew the right to use its assumed name or names, if any,
within  the  60  days preceding the expiration of such right,
for a period of 5 years, by making an election to do so on  a
form  prescribed  by the Secretary of State and by paying the
renewal fee as prescribed by this Act.
    (f)  Any   limited   partnership   or   foreign   limited
partnership may change or cancel any or all  of  its  assumed
names  by  executing and filing, in duplicate, an application
setting forth:
         (1)  the true name of the limited partnership or the
    name under  which  the  foreign  limited  partnership  is
    admitted to transact business in this State;
         (2)  the state or country under the laws of which it
    is organized;
         (3)  a   statement   that   it   intends   to  cease
    transacting business under an assumed name by changing or
    cancelling it;
         (4)  the assumed name to be changed or cancelled;
         (5)  the assumed name which the limited  partnership
    or  foreign limited partnership proposes to use, if it is
    to be changed.
    (g)  Upon the filing  of  an  application  to  change  an
assumed  name,  the  limited  partnership  or foreign limited
partnership shall have the right to use such assumed name for
the period authorized by subsection (d) of this Section.
    (h)  The right to use an assumed name shall be  cancelled
by the Secretary of State:
         (1)  if  the  limited partnership or foreign limited
    partnership fails to renew an assumed name;
         (2)  if the limited partnership or  foreign  limited
    partnership  has filed an application to change or cancel
    an assumed name;
         (3)  if  a  limited  partnership's  certificate   of
    limited partnership or certificate to be governed by this
    Act has been cancelled;
         (4)  if  a foreign limited partnership's application
    for admission to transact business has been cancelled.
    (i)  Any   limited   partnership   or   foreign   limited
partnership carrying on, conducting or  transacting  business
under  an  assumed  name  which shall fail to comply with the
provisions of this Section shall be subject  to  the  penalty
provisions  in Section 5 of "An Act in relation to the use of
an assumed name in the conduct or transaction of business  in
this State", approved July 17, 1941, as amended.
(Source: P.A. 86-820; 86-836.)

[ Top ]