Rep. Elaine Nekritz

Filed: 3/15/2017

 

 


 

 


 
10000HB2963ham001LRB100 11268 JLS 23554 a

1
AMENDMENT TO HOUSE BILL 2963

2    AMENDMENT NO. ______. Amend House Bill 2963 by replacing
3everything after the enacting clause with the following:
 
4
"ARTICLE 1.
5
GENERAL PROVISIONS

 
6    Section 101. Short title. This Act may be cited as the
7Entity Omnibus Act.
 
8    Section 102. Definitions. In this Act:
9    "Approve" means, in the case of an entity, for its
10governors and interest holders to take whatever steps are
11necessary under its organic rules, organic law, and other law
12to:
13        (1) propose a transaction subject to this Act;
14        (2) adopt and approve the terms and conditions of the
15    transaction; and

 

 

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1        (3) conduct any required proceedings or otherwise
2    obtain any required votes or consents of the governors or
3    interest holders.
4    "Business corporation" means a corporation whose internal
5affairs are governed by the Business Corporation Act of 1983 or
6a similar Act in the jurisdiction of organization.
7    "Conversion" means a transaction authorized by Article 2.
8    "Converted entity" means the converting entity as it
9continues in existence after a conversion.
10    "Converting entity" means the domestic entity that
11approves a plan of conversion pursuant to Section 203 or the
12foreign entity that approves a conversion pursuant to the law
13of its jurisdiction of organization.
14    "Domestic entity" means an entity whose internal affairs
15are governed by the law of this State.
16    "Domesticated entity" means the domesticating entity as it
17continues in existence after a domestication.
18    "Domesticating entity" means the domestic entity that
19approves a plan of domestication pursuant to Section 303 or the
20foreign entity that approves a domestication pursuant to the
21law of its jurisdiction of organization.
22    "Domestication" means a transaction authorized by Article
233.
24    "Entity" means:
25        (1) a business corporation;
26        (2) a medical corporation;

 

 

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1        (3) a nonprofit corporation;
2        (4) a professional service corporation;
3        (5) a general partnership, including a limited
4    liability partnership;
5        (6) a limited partnership, including a limited
6    liability limited partnership; and
7        (7) a limited liability company.
8    "Filing entity" means an entity that is created by the
9filing of an organizing document with the Secretary of State.
10    "Foreign entity" means an entity other than a domestic
11entity.
12    "General partnership" means a partnership whose internal
13affairs are governed by the Uniform Partnership Act (1997) or a
14similar Act in the jurisdiction of organization.
15    "Governance interest" means the right under the organic law
16or organic rules of an entity, other than as a governor, agent,
17assignee, or proxy, to:
18        (1) receive or demand access to information
19    concerning, or the books and records of, the entity;
20        (2) vote for the election of the governors of the
21    entity; or
22        (3) receive notice of or vote on any or all issues
23    involving the internal affairs of the entity.
24    "Governor" means a person by or under whose authority the
25powers of an entity are exercised and under whose direction the
26business and affairs of the entity are managed pursuant to the

 

 

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1organic law and organic rules of the entity.
2    "Interest" means:
3        (1) a governance interest in an unincorporated entity;
4        (2) a transferable interest in an unincorporated
5    entity; or
6        (3) a share or membership in a corporation.
7    "Interest holder" means a direct holder of an interest.
8    "Interest holder liability" means:
9        (1) personal liability for a liability of an entity
10    that is imposed on a person:
11            (a) solely by reason of the status of the person as
12        an interest holder; or
13            (b) by the organic rules of the entity pursuant to
14        a provision of the organic law authorizing the organic
15        rules to make one or more specified interest holders or
16        categories of interest holders liable in their
17        capacity as interest holders for all or specified
18        liabilities of the entity; or
19        (2) an obligation of an interest holder under the
20    organic rules of an entity to contribute to the entity.
21    "Jurisdiction of organization of an entity" means the
22jurisdiction whose law includes the organic law of the entity.
23    "Limited partnership" means a partnership whose internal
24affairs are governed by the Uniform Limited Partnership Act
25(2001) or a similar Act in the jurisdiction of organization.
26    "Limited liability company" means a company whose internal

 

 

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1affairs are governed by the Limited Liability Company Act or a
2similar Act in the jurisdiction of organization.
3    "Medical corporation" means a corporation whose internal
4affairs are governed by the Medical Corporation Act or a
5similar Act in the jurisdiction of organization.
6    "Nonprofit corporation" means a corporation whose internal
7affairs are governed by General Not For Profit Corporation Act
8of 1986 or a similar Act in the jurisdiction of organization.
9    "Organic law" means the statutes, if any, other than this
10Act, governing the internal affairs of an entity.
11    "Organic rules" means the public organic document and
12private organic rules of an entity.
13    "Person" means an individual, corporation, estate, trust,
14partnership, limited liability company, business or similar
15trust, association, joint venture, public corporation,
16government, or governmental subdivision, agency, or
17instrumentality, or any other legal or commercial entity.
18    "Plan" means a plan of conversion or domestication.
19    "Professional service corporation" means a corporation
20whose internal affairs are governed by the Professional Service
21Corporation Act or a similar Act in the jurisdiction of
22organization.
23    "Private organic rules" means the rules, whether or not in
24a record, that govern the internal affairs of an entity, are
25binding on all of its interest holders, and are not part of its
26public organic document.

 

 

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1    "Protected agreement" means:
2        (1) a record evidencing indebtedness and any related
3    agreement in effect on the effective date of this Act;
4        (2) an agreement that is binding on an entity on the
5    effective date of this Act;
6        (3) the organic rules of an entity in effect on the
7    effective date of this Act; or
8        (4) an agreement that is binding on any of the
9    governors or interest holders of an entity on the effective
10    date of this Act.
11    "Public organic document" means the public record, the
12filing of which creates an entity, and any amendment to or
13restatement of that record.
14    "Qualified foreign entity" means a foreign entity that is
15authorized to transact business in this State pursuant to a
16filing with the Secretary of State.
17    "Record" means information that is inscribed on a tangible
18medium or that is stored in an electronic or other medium and
19is retrievable in perceivable form.
20    "Secretary of State" means the governmental entity
21responsible for accepting and acting on the filing of
22organizational documents of an entity.
23    "Sign" means, with present intent to authenticate or adopt
24a record:
25        (1) to execute or adopt a tangible symbol; or
26        (2) to attach to or logically associate with the record

 

 

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1    an electronic sound, symbol, or process.
 
2    Section 103. Relationship of Act to other laws.
3    (a) Unless displaced by particular provisions of this Act,
4the principles of law and equity supplement this Act.
5    (b) This Act does not authorize an act prohibited by, and
6does not affect, the application or requirements of law, other
7than this Act.
8    (c) A transaction effected under this Act may not create or
9impair any right or obligation on the part of a person under a
10provision of the law of this State other than this Act relating
11to a transaction involving a converting or domesticating entity
12unless:
13        (1) in the event the entity does not survive the
14    transaction, the transaction satisfies any requirements of
15    the provision; or
16        (2) in the event the entity survives the transaction,
17    the approval of the plan is by a vote of the interest
18    holders or governors which would be sufficient to create or
19    impair the right or obligation directly under the
20    provision.
 
21    Section 104. Required notice or approval.
22    (a) A domestic or foreign entity that is required to give
23notice to, or obtain the approval of, a governmental agency or
24officer in order to be a party to a merger must give the notice

 

 

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1or obtain the approval in order to be a party to a conversion
2or domestication.
3    (b) Property held for a charitable purpose under the law of
4this State by a domestic or foreign entity immediately before a
5transaction under this Act becomes effective may not, as a
6result of the transaction, be diverted from the objects for
7which it was donated, granted, or devised unless, to the extent
8required by or pursuant to the law of this State concerning cy
9pres or other law dealing with nondiversion of charitable
10assets, the entity obtains an appropriate order of court or
11approval by the office of the Attorney General specifying the
12disposition of the property.
 
13    Section 105. Status of filing. A filing under this Act
14signed by a domestic entity becomes part of the public organic
15document of the entity if the entity's organic law provides
16that similar filings under that law become part of the public
17organic document of the entity.
 
18    Section 106. Nonexclusivity. The fact that a transaction
19under this Act produces a certain result does not preclude the
20same result from being accomplished in any other manner
21permitted by law other than this Act.
 
22    Section 107. Reference to external facts. A plan may refer
23to facts ascertainable outside of the plan if the manner in

 

 

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1which the facts will operate upon the plan is specified in the
2plan. The facts may include the occurrence of an event or a
3determination or action by a person, whether or not the event,
4determination, or action is within the control of a party to
5the transaction.
 
6    Section 108. Alternative means of approval of
7transactions. Except as otherwise provided in the organic law
8or organic rules of a domestic entity, approval of a
9transaction under this Act by the unanimous vote or consent of
10its interest holders satisfies the requirements of this Act for
11approval.
 
12    Section 109. Appraisal rights.
13    (a) An interest holder of a domestic converting or
14domesticating entity is entitled to appraisal rights in
15connection with the transaction if the interest holder would
16have been entitled to appraisal rights under the entity's
17organic law in connection with a merger in which the interest
18of the interest holder was changed, converted, or exchanged
19unless:
20        (1) the organic law permits the organic rules to limit
21    the availability of appraisal rights; and
22        (2) the organic rules provide such a limit.
23    (b) An interest holder of a domestic converting or
24domesticating entity is entitled to contractual appraisal

 

 

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1rights in connection with a transaction under this Act to the
2extent provided:
3        (1) in the entity's organic rules;
4        (2) in the plan; or
5        (3) in the case of a business corporation, by action of
6    its governors.
7    (c) If an interest holder is entitled to contractual
8appraisal rights under subsection (b) and the entity's organic
9law does not provide procedures for the conduct of an appraisal
10rights proceeding, Section 11.65 of the Business Corporation
11Act of 1983 applies to the extent practicable or as otherwise
12provided in the entity's organic rules or the plan.
 
13
ARTICLE 2.
14
CONVERSION

 
15    Section 201. Conversion authorized.
16    (a) Except as otherwise provided in this Section, by
17complying with this Article, a domestic entity may become a
18domestic entity of a different type.
19    (b) Except as otherwise provided in this Section, by
20complying with the provisions of this Article applicable to
21foreign entities, a foreign entity may become a domestic entity
22of a different type if the conversion is authorized by the law
23of the foreign entity's jurisdiction of organization.
24    (c) If a protected agreement contains a provision that

 

 

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1applies to a merger of a domestic entity, but does not refer to
2a conversion, the provision applies to a conversion of the
3entity as if the conversion were a merger until the provision
4is amended after the effective date of this Act.
 
5    Section 202. Plan of conversion.
6    (a) A domestic entity may convert to a different type of
7entity under this Article by approving a plan of conversion.
8The plan must be in a record and contain:
9        (1) the name and type of the converting entity;
10        (2) the name, jurisdiction of organization, and type of
11    the converted entity;
12        (3) the manner of converting the interests in the
13    converting entity into interests, securities, obligations,
14    rights to acquire interests or securities, cash, or other
15    property, or any combination of the foregoing;
16        (4) the proposed public organic document of the
17    converted entity if it will be a filing entity;
18        (5) the full text of the private organic rules of the
19    converted entity that are proposed to be in a record;
20        (6) the other terms and conditions of the conversion;
21    and
22        (7) any other provision required by the law of this
23    State or the organic rules of the converting entity.
24    (b) A plan of conversion may contain any other provision
25not prohibited by law.
 

 

 

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1    Section 203. Approval of conversion.
2    (a) A plan of conversion is not effective unless it has
3been approved:
4        (1) by a domestic converting entity:
5            (A) in accordance with the requirements, if any, in
6        its organic rules for approval of a conversion;
7            (B) if its organic rules do not provide for
8        approval of a conversion, in accordance with the
9        requirements, if any, in its organic law and organic
10        rules for approval of:
11                (i) in the case of an entity that is not a
12            business corporation, a merger, as if the
13            conversion were a merger; or
14                (ii) in the case of a business corporation, a
15            merger requiring approval by a vote of the interest
16            holders of the business corporation, as if the
17            conversion were that type of merger; or
18            (C) if neither its organic law nor organic rules
19        provide for approval of a conversion or a merger
20        described in subparagraph (B)(ii), by all of the
21        interest holders of the entity entitled to vote on or
22        consent to any matter; and
23        (2) in a record, by each interest holder of a domestic
24    converting entity that will have interest holder liability
25    for liabilities that arise after the conversion becomes

 

 

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1    effective, unless, in the case of an entity that is not a
2    business or nonprofit corporation:
3            (A) the organic rules of the entity provide in a
4        record for the approval of a conversion or a merger in
5        which some or all of its interest holders become
6        subject to interest holder liability by the vote or
7        consent of fewer than all of the interest holders; and
8            (B) the interest holder voted for or consented in a
9        record to that provision of the organic rules or became
10        an interest holder after the adoption of that
11        provision.
12    (b) A conversion of a foreign converting entity is not
13effective unless it is approved by the foreign entity in
14accordance with the law of the foreign entity's jurisdiction of
15organization.
 
16    Section 204. Amendment or abandonment of plan of
17conversion.
18    (a) A plan of conversion of a domestic converting entity
19may be amended:
20        (1) in the same manner as the plan was approved, if the
21    plan does not provide for the manner in which it may be
22    amended; or
23        (2) by the governors or interest holders of the entity
24    in the manner provided in the plan, but an interest holder
25    that was entitled to vote on or consent to approval of the

 

 

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1    plan of conversion is entitled to vote on or consent to any
2    amendment of the plan that will change:
3            (A) the amount or kind of interests, securities,
4        obligations, rights to acquire interests or
5        securities, cash, or other property, or any
6        combination of the foregoing, to be received by any of
7        the interest holders of the converting entity under the
8        plan;
9            (B) the public organic document or private organic
10        rules of the converted entity that will be in effect
11        immediately after the conversion becomes effective,
12        except for changes that do not require approval of the
13        interest holders of the converted entity under its
14        organic law or organic rules; or
15            (C) any other terms or conditions of the plan, if
16        the change would adversely affect the interest holder
17        in any material respect.
18    (b) After a plan of conversion has been approved by a
19domestic converting entity and before a statement of conversion
20becomes effective, the plan may be abandoned:
21        (1) as provided in the plan; or
22        (2) unless prohibited by the plan, in the same manner
23    as the plan was approved.
24    (c) If a plan of conversion is abandoned after a statement
25of conversion has been filed with the Secretary of State and
26before the filing becomes effective, a statement of

 

 

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1abandonment, signed on behalf of the entity, must be filed with
2the Secretary of State before the time the statement of
3conversion becomes effective. The statement of abandonment
4takes effect upon filing, and the conversion is abandoned and
5does not become effective. The statement of abandonment must
6contain:
7        (1) the name of the converting entity;
8        (2) the date on which the statement of conversion was
9    filed; and
10        (3) a statement that the conversion has been abandoned
11    in accordance with this Section.
 
12    Section 205. Statement of conversion; effective date.
13    (a) A statement of conversion must be signed on behalf of
14the converting entity and filed with the Secretary of State.
15    (b) A statement of conversion must contain:
16        (1) the name and type of the converting entity;
17        (2) the name and type of the converted entity;
18        (3) if the statement of conversion is not to be
19    effective upon filing, the later date and time on which it
20    will become effective, which may not be more than 90 days
21    after the date of filing;
22        (4) a statement that the plan of conversion was
23    approved in accordance with this Article;
24        (5) the text of the converted entity's public organic
25    document, as an attachment, signed by a person authorized

 

 

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1    by the entity; and
2        (6) if the converted entity is a domestic limited
3    liability partnership, the text of its statement of
4    qualification, as an attachment, signed by a person
5    authorized by the entity.
6    (c) In addition to the requirements of subsection (b), a
7statement of conversion may contain any other provision not
8prohibited by law.
9    (d) If the converted entity is a domestic entity, its
10public organic document, if any, must satisfy the requirements
11of the law of this State and may omit any provision that is not
12required to be included in a restatement of the public organic
13document.
14    (e) A plan of conversion that is signed on behalf of a
15domestic converting entity and meets all of the requirements of
16subsection (b) may be filed with the Secretary of State instead
17of a statement of conversion and upon filing has the same
18effect. If a plan of conversion is filed as provided in this
19subsection, references in this Act to a statement of conversion
20refer to the plan of conversion filed under this subsection.
21    (f) A statement of conversion becomes effective upon the
22date and time of filing or the later date and time specified in
23the statement of conversion.
 
24    Section 206. Effect of conversion.
25    (a) When a conversion becomes effective:

 

 

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1        (1) the converted entity is:
2            (A) organized under and subject to the organic law
3        of the converted entity; and
4            (B) the same entity without interruption as the
5        converting entity, even though the organic law of the
6        converted entity may require the name of the converted
7        entity may be modified based on the type of entity;
8        (2) all property of the converting entity continues to
9    be vested in the converted entity without assignment,
10    reversion, or impairment;
11        (3) all liabilities of the converting entity continue
12    as liabilities of the converted entity;
13        (4) except as provided by law other than this Act or
14    the plan of conversion, all of the rights, privileges,
15    immunities, powers, and purposes of the converting entity
16    remain in the converted entity;
17        (5) the name of the converted entity may be substituted
18    for the name of the converting entity in any pending action
19    or proceeding;
20        (6) if a converted entity is a filing entity, its
21    public organic document is effective and is binding on its
22    interest holders;
23        (7) if the converted entity is a limited liability
24    partnership, its statement of qualification is effective
25    simultaneously;
26        (8) the private organic rules of the converted entity

 

 

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1    that are to be in a record, if any, approved as part of the
2    plan of conversion are effective and are binding on and
3    enforceable by:
4            (A) its interest holders; and
5            (B) in the case of a converted entity that is not a
6        business corporation or nonprofit corporation, any
7        other person that is a party to an agreement that is
8        part of the entity's private organic rules; and
9        (9) the interests in the converting entity are
10    converted, and the interest holders of the converting
11    entity are entitled only to the rights provided to them
12    under the plan of conversion and to any appraisal rights
13    they have under Section 109 and the converting entity's
14    organic law.
15    (b) Except as otherwise provided in the organic law or
16organic rules of the converting entity, the conversion does not
17give rise to any rights that an interest holder, governor, or
18third party would otherwise have upon a dissolution,
19liquidation, or winding-up of the converting entity.
20    (c) When a conversion becomes effective, a person that did
21not have interest holder liability with respect to the
22converting entity and that becomes subject to interest holder
23liability with respect to a domestic entity as a result of a
24conversion has interest holder liability only to the extent
25provided by the organic law of the entity and only for those
26liabilities that arise after the conversion becomes effective.

 

 

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1    (d) When a conversion becomes effective:
2        (1) the conversion does not discharge any interest
3    holder liability under the organic law of a domestic
4    converting entity to the extent the interest holder
5    liability arose before the conversion became effective;
6        (2) a person does not have interest holder liability
7    under the organic law of a domestic converting entity for
8    any liability that arises after the conversion becomes
9    effective;
10        (3) the organic law of a domestic converting entity
11    continues to apply to the release, collection, or discharge
12    of any interest holder liability preserved under paragraph
13    (1) as if the conversion had not occurred; and
14        (4) a person has whatever rights of contribution from
15    any other person as are provided by the organic law or
16    organic rules of the domestic converting entity with
17    respect to any interest holder liability preserved under
18    paragraph (1) as if the conversion had not occurred.
19    (e) When a conversion becomes effective, a foreign entity
20that is the converted entity:
21        (1) may be served with process in this State for the
22    collection and enforcement of any of its liabilities; and
23        (2) appoints the Secretary of State as its agent for
24    service of process for collecting or enforcing those
25    liabilities.
26    (f) If the converting entity is a qualified foreign entity,

 

 

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1the certificate of authority or other foreign qualification of
2the converting entity is canceled when the conversion becomes
3effective.
4    (g) A conversion does not require the entity to wind up its
5affairs and does not constitute or cause the dissolution of the
6entity.
 
7
ARTICLE 3.
8
DOMESTICATION

 
9    Section 301. Domestication authorized.
10    (a) Except as otherwise provided in this Section, by
11complying with this Article, a domestic entity may become a
12domestic entity of the same type in a foreign jurisdiction if
13the domestication is authorized by the law of the foreign
14jurisdiction.
15    (b) Except as otherwise provided in this Section, by
16complying with the provisions of this Article applicable to
17foreign entities a foreign entity may become a domestic entity
18of the same type in this State if the domestication is
19authorized by the law of the foreign entity's jurisdiction of
20organization.
21    (c) When the term domestic entity is used in this Article
22with reference to a foreign jurisdiction, it means an entity
23whose internal affairs are governed by the law of the foreign
24jurisdiction.

 

 

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1    (d) If a protected agreement contains a provision that
2applies to a merger of a domestic entity but does not refer to
3a domestication, the provision applies to a domestication of
4the entity as if the domestication were a merger until the
5provision is amended after the effective date of this Act.
 
6    Section 302. Plan of domestication.
7    (a) A domestic entity may become a foreign entity in a
8domestication by approving a plan of domestication. The plan
9must be in a record and contain:
10        (1) the name and type of the domesticating entity;
11        (2) the name and jurisdiction of organization of the
12    domesticated entity;
13        (3) the manner of converting the interests in the
14    domesticating entity into interests, securities,
15    obligations, rights to acquire interests or securities,
16    cash, or other property, or any combination of the
17    foregoing;
18        (4) the proposed public organic document of the
19    domesticated entity if it is a filing entity;
20        (5) the full text of the private organic rules of the
21    domesticated entity that are proposed to be in a record;
22        (6) the other terms and conditions of the
23    domestication; and
24        (7) any other provision required by the law of this
25    State or the organic rules of the domesticating entity.

 

 

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1    (b) A plan of domestication may contain any other provision
2not prohibited by law.
 
3    Section 303. Approval of domestication.
4    (a) A plan of domestication is not effective unless it has
5been approved:
6        (1) by a domestic domesticating entity:
7            (A) in accordance with the requirements, if any, in
8        its organic rules for approval of a domestication;
9            (B) if its organic rules do not provide for
10        approval of a domestication, in accordance with the
11        requirements, if any, in its organic law and organic
12        rules for approval of:
13                (i) in the case of an entity that is not a
14            business corporation, a merger, as if the
15            domestication were a merger; or
16                (ii) in the case of a business corporation, a
17            merger requiring approval by a vote of the interest
18            holders of the business corporation, as if the
19            domestication were that type of merger; or
20            (C) if neither its organic law nor organic rules
21        provide for approval of a domestication or a merger
22        described in subparagraph (B)(ii), by all of the
23        interest holders of the entity entitled to vote on or
24        consent to any matter; and
25        (2) in a record, by each interest holder of a domestic

 

 

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1    domesticating entity that will have interest holder
2    liability for liabilities that arise after the
3    domestication becomes effective, unless, in the case of an
4    entity that is not a business corporation or nonprofit
5    corporation:
6            (A) the organic rules of the entity in a record
7        provide for the approval of a domestication or merger
8        in which some or all of its interest holders become
9        subject to interest holder liability by the vote or
10        consent of fewer than all of the interest holders; and
11            (B) the interest holder voted for or consented in a
12        record to that provision of the organic rules or became
13        an interest holder after the adoption of that
14        provision.
15    (b) A domestication of a foreign domesticating entity is
16not effective unless it is approved in accordance with the law
17of the foreign entity's jurisdiction of organization.
 
18    Section 304. Amendment or abandonment of plan of
19domestication.
20    (a) A plan of domestication of a domestic domesticating
21entity may be amended:
22        (1) in the same manner as the plan was approved, if the
23    plan does not provide for the manner in which it may be
24    amended; or
25        (2) by the governors or interest holders of the entity

 

 

10000HB2963ham001- 24 -LRB100 11268 JLS 23554 a

1    in the manner provided in the plan, but an interest holder
2    that was entitled to vote on or consent to approval of the
3    domestication is entitled to vote on or consent to any
4    amendment of the plan that will change:
5            (A) the amount or kind of interests, securities,
6        obligations, rights to acquire interests or
7        securities, cash, or other property, or any
8        combination of the foregoing, to be received by any of
9        the interest holders of the domesticating entity under
10        the plan;
11            (B) the public organic document or private organic
12        rules of the domesticated entity that will be in effect
13        immediately after the domestication becomes effective,
14        except for changes that do not require approval of the
15        interest holders of the domesticated entity under its
16        organic law or organic rules; or
17            (C) any other terms or conditions of the plan, if
18        the change would adversely affect the interest holder
19        in any material respect.
20    (b) After a plan of domestication has been approved by a
21domestic domesticating entity and before a statement of
22domestication becomes effective, the plan may be abandoned:
23        (1) as provided in the plan; or
24        (2) unless prohibited by the plan, in the same manner
25    as the plan was approved.
26    (c) If a plan of domestication is abandoned after a

 

 

10000HB2963ham001- 25 -LRB100 11268 JLS 23554 a

1statement of domestication has been filed with the Secretary of
2State and before the filing becomes effective, a statement of
3abandonment, signed on behalf of the entity, must be filed with
4the Secretary of State before the time the statement of
5domestication becomes effective. The statement of abandonment
6takes effect upon filing, and the domestication is abandoned
7and does not become effective. The statement of abandonment
8must contain:
9        (1) the name of the domesticating entity;
10        (2) the date on which the statement of domestication
11    was filed; and
12        (3) a statement that the domestication has been
13    abandoned in accordance with this Section.
 
14    Section 305. Statement of domestication; effective date.
15    (a) A statement of domestication must be signed on behalf
16of the domesticating entity and filed with the Secretary of
17State.
18    (b) A statement of domestication must contain:
19        (1) the name, jurisdiction of organization, and type of
20    the domesticating entity;
21        (2) the name and jurisdiction of organization of the
22    domesticated entity;
23        (3) if the statement of domestication is not to be
24    effective upon filing, the later date and time on which it
25    will become effective, which may not be more than 90 days

 

 

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1    after the date of filing;
2        (4) if the domesticating entity is a domestic entity, a
3    statement that the plan of domestication was approved in
4    accordance with this Article or, if the domesticating
5    entity is a foreign entity, a statement that the
6    domestication was approved in accordance with the law of
7    its jurisdiction of organization;
8        (5) if the domesticated entity is a domestic filing
9    entity, its public organic document, as an attachment
10    signed by a person authorized by the entity;
11        (6) if the domesticated entity is a domestic limited
12    liability partnership, its statement of qualification, as
13    an attachment; and
14        (7) if the domesticated entity is a foreign entity that
15    is not a qualified foreign entity, a mailing address to
16    which the Secretary of State may send any process served on
17    the Secretary of State pursuant to subsection (e) of
18    Section 306.
19    (c) In addition to the requirements of subsection (b), a
20statement of domestication may contain any other provision not
21prohibited by law.
22    (d) If the domesticated entity is a domestic entity, its
23public organic document, if any, must satisfy the requirements
24of the law of this State and may omit any provision that is not
25required to be included in a restatement of the public organic
26document.

 

 

10000HB2963ham001- 27 -LRB100 11268 JLS 23554 a

1    (e) A statement of domestication becomes effective upon the
2date and time of filing or the later date and time specified in
3the statement of domestication.
 
4    Section 306. Effect of domestication.
5    (a) When a domestication becomes effective:
6        (1) the domesticated entity is:
7            (A) organized under and subject to the organic law
8        of the domesticated entity; and
9            (B) the same entity without interruption as the
10        domesticating entity;
11        (2) all property of the domesticating entity continues
12    to be vested in the domesticated entity without assignment,
13    reversion, or impairment;
14        (3) all liabilities of the domesticating entity
15    continue as liabilities of the domesticated entity;
16        (4) except as provided by law other than this Act or
17    the plan of domestication, all of the rights, privileges,
18    immunities, powers, and purposes of the domesticating
19    entity remain in the domesticated entity;
20        (5) the name of the domesticated entity may be
21    substituted for the name of the domesticating entity in any
22    pending action or proceeding;
23        (6) if the domesticated entity is a filing entity, its
24    public organic document is effective and is binding on its
25    interest holders;

 

 

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1        (7) the private organic rules of the domesticated
2    entity that are to be in a record, if any, approved as part
3    of the plan of domestication are effective and are binding
4    on and enforceable by:
5            (A) its interest holders; and
6            (B) in the case of a domesticated entity that is
7        not a business corporation or nonprofit corporation,
8        any other person that is a party to an agreement that
9        is part of the domesticated entity's private organic
10        rules; and
11        (8) the interests in the domesticating entity are
12    converted to the extent and as approved in connection with
13    the domestication, and the interest holders of the
14    domesticating entity are entitled only to the rights
15    provided to them under the plan of domestication and to any
16    appraisal rights they have under Section 109 and the
17    domesticating entity's organic law.
18    (b) Except as otherwise provided in the organic law or
19organic rules of the domesticating entity, the domestication
20does not give rise to any rights that an interest holder,
21governor, or third party would otherwise have upon a
22dissolution, liquidation, or winding-up of the domesticating
23entity.
24    (c) When a domestication becomes effective, a person that
25did not have interest holder liability with respect to the
26domesticating entity and that becomes subject to interest

 

 

10000HB2963ham001- 29 -LRB100 11268 JLS 23554 a

1holder liability with respect to a domestic entity as a result
2of the domestication has interest holder liability only to the
3extent provided by the organic law of the entity and only for
4those liabilities that arise after the domestication becomes
5effective.
6    (d) When a domestication becomes effective:
7        (1) the domestication does not discharge any interest
8    holder liability under the organic law of a domestic
9    domesticating entity to the extent the interest holder
10    liability arose before the domestication became effective;
11        (2) a person does not have interest holder liability
12    under the organic law of a domestic domesticating entity
13    for any liability that arises after the domestication
14    becomes effective;
15        (3) the organic law of a domestic domesticating entity
16    continues to apply to the release, collection, or discharge
17    of any interest holder liability preserved under paragraph
18    (1) as if the domestication had not occurred; and
19        (4) a person has whatever rights of contribution from
20    any other person as are provided by the organic law or
21    organic rules of a domestic domesticating entity with
22    respect to any interest holder liability preserved under
23    paragraph (1) as if the domestication had not occurred.
24    (e) When a domestication becomes effective, a foreign
25entity that is the domesticated entity:
26        (1) may be served with process in this State for the

 

 

10000HB2963ham001- 30 -LRB100 11268 JLS 23554 a

1    collection and enforcement of any of its liabilities; and
2        (2) appoints the Secretary of State as its agent for
3    service of process for collecting or enforcing those
4    liabilities.
5    (f) If the domesticating entity is a qualified foreign
6entity, the certificate of authority or other foreign
7qualification of the domesticating entity is canceled when the
8domestication becomes effective.
9    (g) A domestication does not require the entity to wind up
10its affairs and does not constitute or cause the dissolution of
11the entity.
 
12
ARTICLE 4.
13
FEES AND OTHER MATTERS

 
14    Section 401. Fees.
15    (a) The Secretary of State shall charge and collect in
16accordance with the provisions of this Act and the rules
17adopted under its authority all of the following:
18        (1) Fees for filing documents.
19        (2) Miscellaneous charges.
20        (3) Fees for the sale of lists of filings and for
21    copies of any documents.
22    (b) The Secretary of State shall charge and collect for all
23of the following:
24        (1) Filing statement of conversion, $100.

 

 

10000HB2963ham001- 31 -LRB100 11268 JLS 23554 a

1        (2) Filing statement of domestication, $100.
2        (3) Filing statement of amendments, $150.
3        (4) Filing statement of abandonment, $100.
 
4    Section 402. Powers of Secretary of State and rulemaking.
5    (a) The Secretary of State has the power and authority
6reasonably necessary to administer this Act efficiently and to
7perform the duties imposed in this Act. The Secretary of
8State's function under this Act is to be a central depository
9for the statements required by this Act.
10    (b) The Secretary of State has the power and authority to
11adopt rules, in accordance with the Illinois Administrative
12Procedure Act, necessary to administer this Act efficiently and
13to perform the duties imposed in this Act.
 
14    Section 403. Certified copies and certificates.
15    (a) Copies, photostatic or otherwise, of documents filed in
16the Office of the Secretary of State in accordance with this
17Act, when certified by the Secretary of State under the Great
18Seal of the State of Illinois, shall be taken and received in
19all courts, public offices, and official bodies as prima facie
20evidence of the facts stated in the documents.
21    (b) Certificates by the Secretary of State under the Great
22Seal of the State of Illinois as to the existence or
23nonexistence of facts relating to entities filing under this
24Act, which would not appear from a certified copy of any

 

 

10000HB2963ham001- 32 -LRB100 11268 JLS 23554 a

1document, shall be taken and received in all courts, public
2offices, and official bodies as prima facie evidence of the
3existence or nonexistence of the facts stated.
 
4    Section 404. Forms. All documents required by this Act to
5be filed in the Office of the Secretary of State shall be made
6on forms prescribed and furnished by the Secretary of State.
 
7    Section 405. File number. All documents required by this
8Act to be filed in the Office of the Secretary of State shall
9contain the filing entity's file number as assigned by the
10Office of the Secretary of State.
 
11    Section 406. Miscellaneous charges. The Secretary of State
12shall charge and collect:
13        (1) For furnishing a copy or certified copy of any
14    document, instrument, or paper relating to a corporation,
15    or for a certificate, $5.
16        (2) At the time of any service of process, notice, or
17    demand on him or her as resident agent of a corporation,
18    $10, which amount may be recovered as taxable costs by the
19    party to the suit or action causing such service to be made
20    if such party prevails in the suit or action.
 
21    Section 407. Department of Business Services Special
22Operations Fund.

 

 

10000HB2963ham001- 33 -LRB100 11268 JLS 23554 a

1    (a) The Secretary of State may charge and collect a fee for
2expedited services as follows:
3        (1) Filing statement of conversion, $200.
4        (2) Filing statement of domestication, $200.
5        (3) Filing statement of amendments, $200.
6        (4) Filing statement of abandonment, $200.
7    (b) All moneys collected under this Section shall be
8deposited into the Department of Business Services Special
9Operations Fund. No other fees or taxes collected under this
10Act shall be deposited into that Fund.
11    (c) As used in this Section, "expedited services" has the
12meaning ascribed to that term in Section 15.95 of the Business
13Corporation Act of 1983.
 
14
ARTICLE 9.
15
MISCELLANEOUS

 
16    Section 901. The Business Corporation Act of 1983 is
17amended by changing Section 13.45 and by adding Section 1.63 as
18follows:
 
19    (805 ILCS 5/1.63 new)
20    Sec. 1.63. Conversions and domestications. Conversions and
21domestications are governed by the Entity Omnibus Act.
 
22    (805 ILCS 5/13.45)  (from Ch. 32, par. 13.45)

 

 

10000HB2963ham001- 34 -LRB100 11268 JLS 23554 a

1    Sec. 13.45. Withdrawal of foreign corporation. A foreign
2corporation authorized to transact business in this State may
3withdraw from this State upon filing with the Secretary of
4State an application for withdrawal. In order to procure such
5withdrawal, the foreign corporation shall:
6        (a) execute and file in duplicate, in accordance with
7    Section 1.10 of this Act, an application for withdrawal and
8    a final report, which shall set forth:
9            (1) that no proportion of its issued shares is, on
10        the date of the application, represented by business
11        transacted or property located in this State;
12            (2) that it surrenders its authority to transact
13        business in this State;
14            (3) that it revokes the authority of its registered
15        agent in this State to accept service of process and
16        consents that service of process in any suit, action,
17        or proceeding based upon any cause of action arising in
18        this State during the time the corporation was licensed
19        to transact business in this State may thereafter be
20        made on the corporation by service on the Secretary of
21        State;
22            (4) a post-office address to which may be mailed a
23        copy of any process against the corporation that may be
24        served on the Secretary of State;
25            (5) the name of the corporation and the state or
26        country under the laws of which it is organized;

 

 

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1            (6) a statement of the aggregate number of issued
2        shares of the corporation itemized by classes, and
3        series, if any, within a class, as of the date of the
4        final report;
5            (7) a statement of the amount of paid-in capital of
6        the corporation as of the date of the final report; and
7            (8) such additional information as may be
8        necessary or appropriate in order to enable the
9        Secretary of State to determine and assess any unpaid
10        fees or franchise taxes payable by the foreign
11        corporation as prescribed in this Act; or
12        (b) if it has been dissolved, file a copy of the
13    articles of dissolution duly authenticated by the proper
14    officer of the state or country under the laws of which the
15    corporation was organized; or
16        (c) if it has been the non-survivor of a statutory
17    merger and the surviving entity was a foreign corporation
18    or limited liability company which had not obtained
19    authority to transact business in this State, file a copy
20    of the articles of merger duly authenticated by the proper
21    officer of the state or country under the laws of which the
22    corporation or limited liability company was organized; or
23        (d) if it has been converted into another entity, file
24    a copy of the statement articles of conversion duly
25    authenticated by the proper officer of the state or country
26    under the laws of which the corporation was organized.

 

 

10000HB2963ham001- 36 -LRB100 11268 JLS 23554 a

1    The application for withdrawal and the final report shall
2be made on forms prescribed and furnished by the Secretary of
3State.
4    When the corporation has complied with subsection (a) of
5this Section, the Secretary of State shall file the application
6for withdrawal and mail a copy of the application to the
7corporation or its representative. If the provisions of
8subsection (b) of this Section have been followed, the
9Secretary of State shall file the copy of the articles of
10dissolution in his or her office.
11    Upon the filing of the application for withdrawal or copy
12of the articles of dissolution, the authority of the
13corporation to transact business in this State shall cease.
14(Source: P.A. 98-171, eff. 8-5-13.)
 
15    Section 902. The Professional Service Corporation Act is
16amended by changing Section 5 as follows:
 
17    (805 ILCS 10/5)  (from Ch. 32, par. 415-5)
18    Sec. 5. A professional corporation organized under this Act
19may consolidate or merge only with another domestic
20professional corporation organized under this Act to render the
21same specific professional service or related professional
22services or with a domestic limited liability company organized
23under the Limited Liability Company Act to render the same
24specific professional service or related professional services

 

 

10000HB2963ham001- 37 -LRB100 11268 JLS 23554 a

1and a merger or consolidation with any foreign corporation or
2foreign limited liability company is prohibited. A
3professional association organized under the "Act to Authorize
4Professional Associations", approved August 9, 1961, as
5amended, may merge with a professional corporation formed under
6this Act by complying with Section 4 of this Act. A conversion
7to or from a professional corporation under the Entity Omnibus
8Act is permitted only if the converted entity is organized to
9render the same specific professional service or related
10professional services. The domestication provisions in the
11Entity Omnibus Act do not apply to a professional corporation
12organized under this Act seeking to domesticate in a foreign
13jurisdiction.
14(Source: P.A. 95-368, eff. 8-23-07.)
 
15    Section 903. The Medical Corporation Act is amended by
16changing Section 3 as follows:
 
17    (805 ILCS 15/3)  (from Ch. 32, par. 633)
18    Sec. 3. The "Business Corporation Act of 1983", as
19heretofore or hereafter amended, and the Entity Omnibus Act
20shall be applicable to such corporations, including their
21organization, and they shall enjoy the powers and privileges
22and be subject to the duties, restrictions and liabilities of
23other corporations, except so far as the same may be limited or
24enlarged by this Act. If any provision of this Act conflicts

 

 

10000HB2963ham001- 38 -LRB100 11268 JLS 23554 a

1with the "Business Corporation Act of 1983" or the Entity
2Omnibus Act, this Act shall take precedence.
3(Source: P.A. 83-1362.)
 
4    Section 904. The General Not For Profit Corporation Act of
51986 is amended by changing Section 101.70 as follows:
 
6    (805 ILCS 105/101.70)  (from Ch. 32, par. 101.70)
7    Sec. 101.70. Application of Act.
8    (a) Except as otherwise provided in this Act, the
9provisions of this Act relating to domestic corporations shall
10apply to:
11        (1) All corporations organized hereunder;
12        (2) All corporations heretofore organized under the
13    "General Not for Profit Corporation Act", approved July 17,
14    1943, as amended;
15        (3) All not-for-profit corporations heretofore
16    organized under Sections 29 to 34, inclusive, of an Act
17    entitled "An Act Concerning Corporations" approved April
18    18, 1872, in force July 1, 1872, as amended;
19        (4) Each not-for-profit corporation, without shares or
20    capital stock, heretofore organized under any general law
21    or created by Special Act of the Legislature of this State
22    for a purpose or purposes for which a corporation may be
23    organized under this Act, but not otherwise entitled to the
24    rights, privileges, immunities and franchises provided by

 

 

10000HB2963ham001- 39 -LRB100 11268 JLS 23554 a

1    this Act, which shall elect to accept this Act as
2    hereinafter provided; and
3        (5) Each corporation having shares or capital stock,
4    heretofore organized under any general law or created by
5    Special Act of the Legislature of this State prior to the
6    adoption of the Constitution of 1870, for a purpose or
7    purposes for which a corporation may be organized under
8    this Act, which shall elect to accept this Act as
9    hereinafter provided.
10    (b) Except as otherwise provided by this Act, the
11provisions of this Act relating to foreign corporations shall
12apply to:
13        (1) All foreign corporations which procure authority
14    hereunder to conduct affairs in this State;
15        (2) All foreign corporations heretofore having
16    authority to conduct affairs in this State under the
17    "General Not for Profit Corporation Act", approved July 17,
18    1943, as amended; and
19        (3) All foreign not-for-profit corporations conducting
20    affairs in this State for a purpose or purposes for which a
21    corporation might be organized under this Act.
22    (c) The provisions of subsection (b) of Section 110.05 of
23this Act relating to revival of the articles of incorporation
24and extension of the period of corporate duration of a domestic
25corporation shall apply to all corporations organized under the
26"General Not for Profit Corporation Act", approved July 17,

 

 

10000HB2963ham001- 40 -LRB100 11268 JLS 23554 a

11943, as amended, and whose period of duration has expired.
2    (d) The provisions of Section 112.45 of this Act relating
3to reinstatement following administrative dissolution of a
4domestic corporation shall apply to all corporations
5involuntarily dissolved after June 30, 1974, by the Secretary
6of State, pursuant to Section 50a of the "General Not for
7Profit Corporation Act", approved July 17, 1943, as amended.
8    (e) The provisions of Section 113.60 of this Act relating
9to reinstatement following revocation of authority of a foreign
10corporation shall apply to all foreign corporations which had
11their authority revoked by the Secretary of State pursuant to
12Section 84 or Section 84a of the "General Not for Profit
13Corporation Act", approved July 17, 1943, as amended.
14    (f) Conversions and domestications are governed by the
15Entity Omnibus Act.
16(Source: P.A. 96-66, eff. 1-1-10.)
 
17    Section 905. The Limited Liability Company Act is amended
18by changing Sections 15-1, 15-5, 35-45, 37-5, 37-10, 37-36,
1950-10, and 50-50 as follows:
 
20    (805 ILCS 180/15-1)
21    (Text of Section before amendment by P.A. 99-637)
22    Sec. 15-1. Management of limited liability company.
23    (a) In a member-managed company:
24        (1) each member has equal rights in the management and

 

 

10000HB2963ham001- 41 -LRB100 11268 JLS 23554 a

1    conduct of the company's business; and
2        (2) except as otherwise provided in subsection (c) of
3    this Section, any matter relating to the business of the
4    company may be decided by a majority of the members.
5    (b) In a manager-managed company:
6        (1) each manager has equal rights in the management and
7    conduct of the company's business;
8        (2) except as otherwise provided in subsection (c) of
9    this Section, any matter relating to the business of the
10    company may be exclusively decided by the manager or, if
11    there is more than one manager, by a majority of the
12    managers; and
13        (3) a manager:
14            (A) must be designated, appointed, elected,
15        removed, or replaced by a vote, approval, or consent of
16        a majority of the members; and
17            (B) holds office until a successor has been elected
18        and qualified, unless the manager sooner resigns or is
19        removed.
20    (c) The only matters of a member or manager-managed
21company's business requiring the consent of all of the members
22are the following:
23        (1) the amendment of the operating agreement under
24    Section 15-5;
25        (2) an amendment to the articles of organization under
26    Article 5;

 

 

10000HB2963ham001- 42 -LRB100 11268 JLS 23554 a

1        (3) the compromise of an obligation to make a
2    contribution under Section 20-5;
3        (4) the compromise, as among members, of an obligation
4    of a member to make a contribution or return money or other
5    property paid or distributed in violation of this Act;
6        (5) the making of interim distributions under
7    subsection (a) of Section 25-1, including the redemption of
8    an interest;
9        (6) the admission of a new member;
10        (7) the use of the company's property to redeem an
11    interest subject to a charging order;
12        (8) the consent to dissolve the company under
13    subdivision (2) of subsection (a) of Section 35-1;
14        (9) a waiver of the right to have the company's
15    business wound up and the company terminated under Section
16    35-3;
17        (10) the consent of members to merge with another
18    entity under Section 37-20; and
19        (11) the sale, lease, exchange, or other disposal of
20    all, or substantially all, of the company's property with
21    or without goodwill.
22    (d) Action requiring the consent of members or managers
23under this Act may be taken without a meeting.
24    (e) A member or manager may appoint a proxy to vote or
25otherwise act for the member or manager by signing an
26appointment instrument, either personally or by the member or

 

 

10000HB2963ham001- 43 -LRB100 11268 JLS 23554 a

1manager's attorney-in-fact.
2(Source: P.A. 90-424, eff. 1-1-98.)
 
3    (Text of Section after amendment by P.A. 99-637)
4    Sec. 15-1. Management of limited liability company.
5    (a) A limited liability company is a member-managed limited
6liability company unless the operating agreement:
7        (1) expressly provides that:
8            (A) the company is or will be manager-managed;
9            (B) the company is or will be managed by managers;
10        or
11            (C) management of the company is or will be vested
12        in managers; or
13        (2) includes words of similar import.
14    (b) In a member-managed company:
15        (1) each member has equal rights in the management and
16    conduct of the company's business; and
17        (2) except as otherwise provided in subsection (d) of
18    this Section, any matter relating to the business of the
19    company may be decided by a majority of the members.
20    (c) In a manager-managed company:
21        (1) each manager has equal rights in the management and
22    conduct of the company's business;
23        (2) except as otherwise provided in subsection (d) of
24    this Section, any matter relating to the business of the
25    company may be exclusively decided by the manager or, if

 

 

10000HB2963ham001- 44 -LRB100 11268 JLS 23554 a

1    there is more than one manager, by a majority of the
2    managers; and
3        (3) a manager:
4            (A) must be designated, appointed, elected,
5        removed, or replaced by a vote, approval, or consent of
6        a majority of the members; and
7            (B) holds office until a successor has been elected
8        and qualified, unless the manager sooner resigns or is
9        removed.
10    (d) The only matters of a member or manager-managed
11company's business requiring the consent of all of the members
12are the following:
13        (1) the amendment of the operating agreement under
14    Section 15-5;
15        (2) an amendment to the articles of organization under
16    Article 5;
17        (3) the compromise of an obligation to make a
18    contribution under Section 20-5;
19        (4) the compromise, as among members, of an obligation
20    of a member to make a contribution or return money or other
21    property paid or distributed in violation of this Act;
22        (5) the redemption of an interest;
23        (6) the admission of a new member;
24        (7) the use of the company's property to redeem an
25    interest subject to a charging order;
26        (8) the consent to dissolve the company under

 

 

10000HB2963ham001- 45 -LRB100 11268 JLS 23554 a

1    subdivision (2) of subsection (a) of Section 35-1;
2        (9) the consent of members to convert, merge with
3    another entity or domesticate under Article 37 or the
4    Entity Omnibus Act; and
5        (10) the sale, lease, exchange, or other disposal of
6    all, or substantially all, of the company's property with
7    or without goodwill.
8    (e) Action requiring the consent of members or managers
9under this Act may be taken without a meeting.
10    (f) A member or manager may appoint a proxy to vote or
11otherwise act for the member or manager by signing an
12appointment instrument, either personally or by the member or
13manager's attorney-in-fact.
14(Source: P.A. 99-637, eff. 7-1-17.)
 
15    (805 ILCS 180/15-5)
16    (Text of Section before amendment by P.A. 99-637)
17    Sec. 15-5. Operating agreement.
18    (a) All members of a limited liability company may enter
19into an operating agreement to regulate the affairs of the
20company and the conduct of its business and to govern relations
21among the members, managers, and company. To the extent the
22operating agreement does not otherwise provide, this Act
23governs relations among the members, managers, and company.
24Except as provided in subsection (b) of this Section, an
25operating agreement may modify any provision or provisions of

 

 

10000HB2963ham001- 46 -LRB100 11268 JLS 23554 a

1this Act governing relations among the members, managers, and
2company.
3    (b) The operating agreement may not:
4        (1) unreasonably restrict a right to information or
5    access to records under Section 10-15;
6        (2) vary the right to expel a member in an event
7    specified in subdivision (6) of Section 35-45;
8        (3) vary the requirement to wind up the limited
9    liability company's business in a case specified in
10    subdivisions (3) or (4) of Section 35-1;
11        (4) restrict rights of a person, other than a manager,
12    member, and transferee of a member's distributional
13    interest, under this Act;
14        (5) restrict the power of a member to dissociate under
15    Section 35-50, although an operating agreement may
16    determine whether a dissociation is wrongful under Section
17    35-50, and it may eliminate or vary the obligation of the
18    limited liability company to purchase the dissociated
19    member's distributional interest under Section 35-60;
20        (6) eliminate or reduce a member's fiduciary duties,
21    but may;
22            (A) identify specific types or categories of
23        activities that do not violate these duties, if not
24        manifestly unreasonable; and
25            (B) specify the number or percentage of members or
26        disinterested managers that may authorize or ratify,

 

 

10000HB2963ham001- 47 -LRB100 11268 JLS 23554 a

1        after full disclosure of all materials facts, a
2        specific act or transaction that otherwise would
3        violate these duties;
4        (6.5) eliminate or reduce the obligations or purposes a
5    low-profit limited liability company undertakes when
6    organized under Section 1-26; or
7        (7) eliminate or reduce the obligation of good faith
8    and fair dealing under subsection (d) of Section 15-3, but
9    the operating agreement may determine the standards by
10    which the performance of the obligation is to be measured,
11    if the standards are not manifestly unreasonable.
12    (c) In a limited liability company with only one member,
13the operating agreement includes any of the following:
14        (1) Any writing, without regard to whether the writing
15    otherwise constitutes an agreement, as to the company's
16    affairs signed by the sole member.
17        (2) Any written agreement between the member and the
18    company as to the company's affairs.
19        (3) Any agreement, which need not be in writing,
20    between the member and the company as to a company's
21    affairs, provided that the company is managed by a manager
22    who is a person other than the member.
23(Source: P.A. 96-126, eff. 1-1-10.)
 
24    (Text of Section after amendment by P.A. 99-637)
25    Sec. 15-5. Operating agreement.

 

 

10000HB2963ham001- 48 -LRB100 11268 JLS 23554 a

1    (a) All members of a limited liability company may enter
2into an operating agreement to regulate the affairs of the
3company and the conduct of its business and to govern relations
4among the members, managers, and company. The operating
5agreement may establish that a limited liability company is a
6manager-managed limited liability company and the rights and
7duties under this Act of a person in the capacity of a manager.
8To the extent the operating agreement does not otherwise
9provide, this Act governs relations among the members,
10managers, and company. Except as provided in subsections (b),
11(c), (d), and (e) of this Section, an operating agreement may
12modify any provision or provisions of this Act governing
13relations among the members, managers, and company.
14    (b) The operating agreement may not:
15        (1) unreasonably restrict a right to information or
16    access to records under Section 1-40 or Section 10-15;
17        (2) vary the right to expel a member in an event
18    specified in subdivision (6) of Section 35-45;
19        (3) vary the requirement to wind up the limited
20    liability company's business in a case specified in
21    subdivision (4), (5), or (6) of subsection (a) of Section
22    35-1;
23        (4) restrict rights of a person, other than a manager,
24    member, and transferee of a member's distributional
25    interest, under this Act;
26        (5) restrict the power of a member to dissociate under

 

 

10000HB2963ham001- 49 -LRB100 11268 JLS 23554 a

1    Section 35-50, although an operating agreement may
2    determine whether a dissociation is wrongful under Section
3    35-50;
4        (6) (blank);
5        (6.5) eliminate or reduce the obligations or purposes a
6    low-profit limited liability company undertakes when
7    organized under Section 1-26;
8        (7) eliminate or reduce the obligation of good faith
9    and fair dealing under subsection (d) of Section 15-3, but
10    the operating agreement may determine the standards by
11    which the performance of the member's duties or the
12    exercise of the member's rights is to be measured;
13        (8) eliminate, vary, or restrict the priority of a
14    statement of authority over provisions in the articles of
15    organization as provided in subsection (h) of Section
16    13-15;
17        (9) vary the law applicable under Section 1-65;
18        (10) vary the power of the court under Section 5-50; or
19        (11) restrict the right to approve a merger,
20    conversion, or domestication under Article 37 or the Entity
21    Omnibus Act of a member that will have personal liability
22    with respect to a surviving, converted, or domesticated
23    organization.
24    (c) The operating agreement may:
25        (1) restrict or eliminate a fiduciary duty, other than
26    the duty of care described in subsection (c) of Section

 

 

10000HB2963ham001- 50 -LRB100 11268 JLS 23554 a

1    15-3, but only to the extent the restriction or elimination
2    in the operating agreement is clear and unambiguous;
3        (2) identify specific types or categories of
4    activities that do not violate any fiduciary duty; and
5        (3) alter the duty of care, except to authorize
6    intentional misconduct or knowing violation of law.
7    (d) The operating agreement may specify the method by which
8a specific act or transaction that would otherwise violate the
9duty of loyalty may be authorized or ratified by one or more
10disinterested and independent persons after full disclosure of
11all material facts.
12    (e) The operating agreement may alter or eliminate the
13right to payment or reimbursement for a member or manager
14provided by Section 15-7 and may eliminate or limit a member or
15manager's liability to the limited liability company and
16members for money damages, except for:
17        (1) subject to subsections (c) and (d) of this Section,
18    breach of the duties as required in subdivisions (1), (2),
19    and (3) of subsection (b) of Section 15-3 and subsection
20    (g) of Section 15-3;
21        (2) a financial benefit received by the member or
22    manager to which the member or manager is not entitled;
23        (3) a breach of a duty under Section 25-35;
24        (4) intentional infliction of harm on the company or a
25    member; or
26        (5) an intentional violation of criminal law.

 

 

10000HB2963ham001- 51 -LRB100 11268 JLS 23554 a

1    (f) A limited liability company is bound by and may enforce
2the operating agreement, whether or not the company has itself
3manifested assent to the operating agreement.
4    (g) A person that becomes a member of a limited liability
5company is deemed to assent to the operating agreement.
6    (h) An operating agreement may be entered into before,
7after, or at the time of filing of articles of organization
8and, whether entered into before, after, or at the time of the
9filing, may be made effective as of the time of formation of
10the limited liability company or as of the time or date
11provided in the operating agreement.
12(Source: P.A. 99-637, eff. 7-1-17.)
 
13    (805 ILCS 180/35-45)
14    (Text of Section before amendment by P.A. 99-637)
15    Sec. 35-45. Events causing member's dissociation. A member
16is dissociated from a limited liability company upon the
17occurrence of any of the following events:
18    (1) The company's having notice of the member's express
19will to withdraw upon the date of notice or on a later date
20specified by the member.
21    (2) An event agreed to in the operating agreement as
22causing the member's dissociation.
23    (3) Upon transfer of all of a member's distributional
24interest, other than a transfer for security purposes or a
25court order charging the member's distributional interest that

 

 

10000HB2963ham001- 52 -LRB100 11268 JLS 23554 a

1has not been foreclosed.
2    (4) The member's expulsion pursuant to the operating
3agreement.
4    (5) The member's expulsion by unanimous vote of the other
5members if:
6        (A) it is unlawful to carry on the company's business
7    with the member;
8        (B) there has been a transfer of substantially all of
9    the member's distributional interest, other than a
10    transfer for security purposes or a court order charging
11    the member's distributional interest that has not been
12    foreclosed;
13        (C) within 90 days after the company notifies a
14    corporate member that it will be expelled because it has
15    filed a certificate of dissolution or the equivalent, its
16    charter has been revoked, or its right to conduct business
17    has been suspended by the jurisdiction of its
18    incorporation, the member fails to obtain a revocation of
19    the certificate of dissolution or a reinstatement of its
20    charter or its right to conduct business; or
21        (D) a partnership or a limited liability company that
22    is a member has been dissolved and its business is being
23    wound up.
24    (6) On application by the company or another member, the
25member's expulsion by judicial determination because the
26member:

 

 

10000HB2963ham001- 53 -LRB100 11268 JLS 23554 a

1        (A) engaged in wrongful conduct that adversely and
2    materially affected the company's business;
3        (B) willfully or persistently committed a material
4breach of the operating agreement or of a duty owed to the
5company or the other members under Section 15-3; or
6        (C) engaged in conduct relating to the company's
7business that makes it not reasonably practicable to carry on
8the business with the member.
9    (7) The member's:
10        (A) becoming a debtor in bankruptcy;
11        (B) executing an assignment for the benefit of
12    creditors;
13        (C) seeking, consenting to, or acquiescing in the
14    appointment of a trustee, receiver, or liquidator of the
15    member or of all or substantially all of the member's
16    property; or
17        (D) failing, within 90 days after the appointment, to
18    have vacated or stayed the appointment of a trustee,
19    receiver, or liquidator of the member or of all or
20    substantially all of the member's property obtained
21    without the member's consent or acquiescence, or failing
22    within 90 days after the expiration of a stay to have the
23    appointment vacated.
24    (8) In the case of a member who is an individual:
25        (A) the member's death;
26        (B) the appointment of a guardian or general

 

 

10000HB2963ham001- 54 -LRB100 11268 JLS 23554 a

1    conservator for the member; or
2        (C) a judicial determination that the member has
3    otherwise become incapable of performing the member's
4    duties under the operating agreement.
5    (9) In the case of a member that is a trust or is acting as
6a member by virtue of being a trustee of a trust, distribution
7of the trust's entire rights to receive distributions from the
8company, but not merely by reason of the substitution of a
9successor trustee.
10    (10) In the case of a member that is an estate or is acting
11as a member by virtue of being a personal representative of an
12estate, distribution of the estate's entire rights to receive
13distributions from the company, but not merely the substitution
14of a successor personal representative.
15    (11) Termination of the existence of a member if the member
16is not an individual, estate, or trust other than a business
17trust.
18(Source: P.A. 90-424, eff. 1-1-98.)
 
19    (Text of Section after amendment by P.A. 99-637)
20    Sec. 35-45. Events causing member's dissociation. A member
21is dissociated from a limited liability company upon the
22occurrence of any of the following events:
23        (1) The company's having notice of the member's express
24    will to withdraw upon the date of notice or on a later date
25    specified by the member.

 

 

10000HB2963ham001- 55 -LRB100 11268 JLS 23554 a

1        (2) An event agreed to in the operating agreement as
2    causing the member's dissociation.
3        (3) Upon transfer of all of a member's distributional
4    interest, other than a transfer for security purposes or a
5    court order charging the member's distributional interest
6    that has not been foreclosed.
7        (4) The member's expulsion pursuant to the operating
8    agreement.
9        (5) The member's expulsion by unanimous vote of the
10    other members if:
11            (A) it is unlawful to carry on the company's
12        business with the member;
13            (B) there has been a transfer of substantially all
14        of the member's distributional interest, other than a
15        transfer for security purposes or a court order
16        charging the member's distributional interest that has
17        not been foreclosed;
18            (C) within 90 days after the company notifies a
19        corporate member that it will be expelled because it
20        has filed a certificate of dissolution or the
21        equivalent, its charter has been revoked, or its right
22        to conduct business has been suspended by the
23        jurisdiction of its incorporation, the member fails to
24        obtain a revocation of the certificate of dissolution
25        or a reinstatement of its charter or its right to
26        conduct business; or

 

 

10000HB2963ham001- 56 -LRB100 11268 JLS 23554 a

1            (D) a partnership or a limited liability company
2        that is a member has been dissolved and its business is
3        being wound up.
4        (6) On application by the company or another member,
5    the member's expulsion by judicial determination because
6    the member:
7            (A) engaged in wrongful conduct that adversely and
8        materially affected the company's business;
9            (B) willfully or persistently committed a material
10        breach of the operating agreement or of a duty owed to
11        the company or the other members under Section 15-3; or
12            (C) engaged in conduct relating to the company's
13        business that makes it not reasonably practicable to
14        carry on the business with the member.
15        (7) The member's:
16            (A) becoming a debtor in bankruptcy;
17            (B) executing an assignment for the benefit of
18        creditors;
19            (C) seeking, consenting to, or acquiescing in the
20        appointment of a trustee, receiver, or liquidator of
21        the member or of all or substantially all of the
22        member's property; or
23            (D) failing, within 90 days after the appointment,
24        to have vacated or stayed the appointment of a trustee,
25        receiver, or liquidator of the member or of all or
26        substantially all of the member's property obtained

 

 

10000HB2963ham001- 57 -LRB100 11268 JLS 23554 a

1        without the member's consent or acquiescence, or
2        failing within 90 days after the expiration of a stay
3        to have the appointment vacated.
4        (8) In the case of a member who is an individual:
5            (A) the member's death;
6            (B) the appointment of a guardian or general
7        conservator for the member; or
8            (C) a judicial determination that the member has
9        otherwise become incapable of performing the member's
10        duties under the operating agreement.
11        (9) In the case of a member that is a trust or is
12    acting as a member by virtue of being a trustee of a trust,
13    distribution of the trust's entire rights to receive
14    distributions from the company, but not merely by reason of
15    the substitution of a successor trustee.
16        (10) In the case of a member that is an estate or is
17    acting as a member by virtue of being a personal
18    representative of an estate, distribution of the estate's
19    entire rights to receive distributions from the company,
20    but not merely the substitution of a successor personal
21    representative.
22        (11) Termination of the existence of a member if the
23    member is not an individual, estate, or trust other than a
24    business trust.
25        (12) In the case of a company that participates in a
26    merger under Article 37, if:

 

 

10000HB2963ham001- 58 -LRB100 11268 JLS 23554 a

1            (A) the company is not the surviving entity; or
2            (B) otherwise as a result of the merger, the person
3        ceases to be a member.
4        (13) The company participates in a conversion under the
5    Entity Omnibus Act Article 37.
6        (14) The company participates in a domestication under
7    the Entity Omnibus Act Article 37, if, as a result, the
8    person ceases to be a member.
9(Source: P.A. 99-637, eff. 7-1-17.)
 
10    (805 ILCS 180/37-5)
11    (Text of Section before amendment by P.A. 99-637)
12    Sec. 37-5. Definitions. In this Article:
13    "Corporation" means (i) a corporation under the Business
14Corporation Act of 1983, a predecessor law, or comparable law
15of another jurisdiction or (ii) a bank or savings bank.
16    "General partner" means a partner in a partnership and a
17general partner in a limited partnership.
18    "Limited partner" means a limited partner in a limited
19partnership.
20    "Limited partnership" means a limited partnership created
21under the Uniform Limited Partnership Act (2001), a predecessor
22law, or comparable law of another jurisdiction.
23    "Partner" includes a general partner and a limited partner.
24    "Partnership" means a general partnership under the
25Uniform Partnership Act (1997), a predecessor law, or

 

 

10000HB2963ham001- 59 -LRB100 11268 JLS 23554 a

1comparable law of another jurisdiction.
2    "Partnership agreement" means an agreement among the
3partners concerning the partnership or limited partnership.
4    "Shareholder" means a shareholder in a corporation.
5(Source: P.A. 96-328, eff. 8-11-09.)
 
6    (Text of Section after amendment by P.A. 99-637)
7    Sec. 37-5. Definitions. In this Article:
8    "Constituent limited liability company" means a
9constituent organization that is a limited liability company.
10    "Constituent organization" means an organization that is
11party to a merger.
12    "Converted organization" means the organization into which
13a converting organization converts pursuant to Sections 37-10
14through 37-17.
15    "Converting limited liability company" means a converting
16organization that is a limited liability company.
17    "Converting organization" means an organization that
18converts into another organization pursuant to Sections 37-10
19through 37-17.
20    "Domesticated company" means the company that exists after
21a domesticating foreign limited liability company or limited
22liability company effects a domestication pursuant to Sections
2337-31 through 37-34.
24    "Domesticating company" means the company that effects a
25domestication pursuant to Sections 37-31 through 37-34.

 

 

10000HB2963ham001- 60 -LRB100 11268 JLS 23554 a

1    "Governing statute" means the statute that governs an
2organization's internal affairs.
3    "Organization" means a general partnership, including a
4limited liability partnership, limited partnership, including
5a limited liability limited partnership, limited liability
6company, business trust, corporation, or any other person
7having a governing statute. The term includes a domestic or
8foreign organization regardless of whether organized for
9profit.
10    "Organizational document" means:
11        (1) for a domestic or foreign general partnership, its
12    partnership agreement;
13        (2) for a limited partnership or foreign limited
14    partnership, its certificate of limited partnership and
15    partnership agreement;
16        (3) for a domestic or foreign limited liability
17    company, its certificate or articles of organization and
18    operating agreement, or comparable records as provided in
19    its governing statute;
20        (4) for a business trust, its agreement of trust and
21    declaration of trust;
22        (5) for a domestic or foreign corporation for profit,
23    its articles of incorporation, bylaws, and any agreements
24    among its shareholders which are authorized by its
25    governing statute, or comparable records as provided in its
26    governing statute; and

 

 

10000HB2963ham001- 61 -LRB100 11268 JLS 23554 a

1        (6) for any other organization, the basic records that
2    create the organization and determine its internal
3    governance and the relations among the persons that own it,
4    have an interest in it, or are members of it.
5    "Personal liability" means liability for a debt,
6obligation, or other liability of an organization which is
7imposed on a person that co-owns, has an interest in, or is a
8member of the organization:
9        (1) by the governing statute solely by reason of the
10    person co-owning, having an interest in, or being a member
11    of the organization; or
12        (2) by the organization's organizational documents
13    under a provision of the governing statute authorizing
14    those documents to make one or more specified persons
15    liable for all or specified debts, obligations, or other
16    liabilities of the organization solely by reason of the
17    person or persons co-owning, having an interest in, or
18    being a member of the organization.
19    "Surviving organization" means an organization into which
20one or more other organizations are merged, whether the
21organization preexisted the merger or was created by the
22merger.
23(Source: P.A. 99-637, eff. 7-1-17.)
 
24    (805 ILCS 180/37-10)
25    (Text of Section before amendment by P.A. 99-637)

 

 

10000HB2963ham001- 62 -LRB100 11268 JLS 23554 a

1    Sec. 37-10. Conversion of partnership or limited
2partnership to limited liability company.
3    (a) A partnership or limited partnership may be converted
4to a limited liability company pursuant to this Section if
5conversion to a limited liability company is permitted under
6the law governing the partnership or limited partnership.
7    (b) The terms and conditions of a conversion of a
8partnership or limited partnership to a limited liability
9company must be approved by all of the partners or by a number
10or percentage of the partners required for conversion in the
11partnership agreement.
12    (c) An agreement of conversion must set forth the terms and
13conditions of the conversion of the interests of partners of a
14partnership or of a limited partnership, as the case may be,
15into interests in the converted limited liability company or
16the cash or other consideration to be paid or delivered as a
17result of the conversion of the interests of the partners, or a
18combination thereof.
19    (d) After a conversion is approved under subsection (b) of
20this Section, the partnership or limited partnership shall file
21articles of organization in the office of the Secretary of
22State that satisfy the requirements of Section 5-5 and contain
23all of the following:
24        (1) A statement that the partnership or limited
25    partnership was converted to a limited liability company
26    from a partnership or limited partnership, as the case may

 

 

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1    be.
2        (2) Its former name.
3        (3) A statement of the number of votes cast by the
4    partners entitled to vote for and against the conversion
5    and, if the vote is less than unanimous, the number or
6    percentage required to approve the conversion under
7    subsection (b) of this Section.
8        (4) In the case of a limited partnership, a statement
9    that the certificate of limited partnership shall be
10    canceled as of the date the conversion took effect.
11    (e) In the case of a limited partnership, the filing of
12articles of organization under subsection (d) of this Section
13cancels its certificate of limited partnership as of the date
14the conversion took effect.
15    (f) A conversion takes effect when the articles of
16organization are filed in the office of the Secretary of State
17or on a date specified in the articles of organization not
18later than 30 days subsequent to the filing of the articles of
19organization.
20    (g) A general partner who becomes a member of a limited
21liability company as a result of a conversion remains liable as
22a partner for an obligation incurred by the partnership or
23limited partnership before the conversion takes effect.
24    (h) A general partner's liability for all obligations of
25the limited liability company incurred after the conversion
26takes effect is that of a member of the company. A limited

 

 

10000HB2963ham001- 64 -LRB100 11268 JLS 23554 a

1partner who becomes a member as a result of a conversion
2remains liable only to the extent the limited partner was
3liable for an obligation incurred by the limited partnership
4before the conversion takes effect.
5(Source: P.A. 90-424, eff. 1-1-98.)
 
6    (Text of Section after amendment by P.A. 99-637)
7    Sec. 37-10. Conversions and domestications Conversion.
8    (a) Conversions and domestications are governed by the
9Entity Omnibus Act. An organization other than a limited
10liability company or a foreign limited liability company may
11convert to a limited liability company, and a limited liability
12company may convert to an organization other than a foreign
13limited liability company pursuant to this Section, Sections
1437-15 through 37-17, and a plan of conversion, if:
15        (1) the other organization's governing statute
16    authorizes the conversion;
17        (2) the conversion is not prohibited by the law of the
18    jurisdiction that enacted the other organization's
19    governing statute; and
20        (3) the other organization complies with its governing
21    statute in effecting the conversion.
22    (b) (Blank). A plan of conversion must be in a record and
23must include:
24        (1) the name and form of the organization before
25    conversion;

 

 

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1        (2) the name and form of the organization after
2    conversion;
3        (3) the terms and conditions of the conversion,
4    including the manner and basis for converting interests in
5    the converting organization into any combination of money,
6    interests in the converted organization, and other
7    consideration; and
8        (4) the organizational documents of the converted
9    organization that are, or are proposed to be, in a record.
10(Source: P.A. 99-637, eff. 7-1-17.)
 
11    (805 ILCS 180/37-36)
12    (This Section may contain text from a Public Act with a
13delayed effective date)
14    Sec. 37-36. Restrictions on approval of mergers and
15conversions.
16    (a) If a member of a merging or converting limited
17liability company will have personal liability with respect to
18a surviving or converted organization, approval or amendment of
19a plan of merger or conversion is ineffective without the
20consent of the member, unless:
21        (1) the company's operating agreement provides for
22    approval of a merger or conversion with the consent of
23    fewer than all the members; and
24        (2) the member has consented to the provision of the
25    operating agreement.

 

 

10000HB2963ham001- 66 -LRB100 11268 JLS 23554 a

1    (b) A member does not give the consent required by
2subsection (a) merely by consenting to a provision of the
3operating agreement that permits the operating agreement to be
4amended with the consent of fewer than all the members.
5(Source: P.A. 99-637, eff. 7-1-17.)
 
6    (805 ILCS 180/50-10)
7    (Text of Section before amendment by P.A. 99-637)
8    Sec. 50-10. Fees.
9    (a) The Secretary of State shall charge and collect in
10accordance with the provisions of this Act and rules
11promulgated under its authority all of the following:
12        (1) Fees for filing documents.
13        (2) Miscellaneous charges.
14        (3) Fees for the sale of lists of filings and for
15    copies of any documents.
16    (b) The Secretary of State shall charge and collect for all
17of the following:
18        (1) Filing articles of organization (domestic),
19    application for admission (foreign), and restated articles
20    of organization (domestic), $500. Notwithstanding the
21    foregoing, the fee for filing articles of organization
22    (domestic), application for admission (foreign), and
23    restated articles of organization (domestic) in connection
24    with a limited liability company with ability to establish
25    series pursuant to Section 37-40 of this Act is $750.

 

 

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1        (2) Filing articles of amendment or an amended
2    application for admission, $150.
3        (3) Filing articles of dissolution or application for
4    withdrawal, $100.
5        (4) Filing an application to reserve a name, $300.
6        (5) Filing a notice of cancellation of a reserved name,
7    $100.
8        (6) Filing a notice of a transfer of a reserved name,
9    $100.
10        (7) Registration of a name, $300.
11        (8) Renewal of registration of a name, $100.
12        (9) Filing an application for use of an assumed name
13    under Section 1-20 of this Act, $150 for each year or part
14    thereof ending in 0 or 5, $120 for each year or part
15    thereof ending in 1 or 6, $90 for each year or part thereof
16    ending in 2 or 7, $60 for each year or part thereof ending
17    in 3 or 8, $30 for each year or part thereof ending in 4 or
18    9, and a renewal for each assumed name, $150.
19        (10) Filing an application for change or cancellation
20    of an assumed name, $100.
21        (11) Filing an annual report of a limited liability
22    company or foreign limited liability company, $250, if
23    filed as required by this Act, plus a penalty if
24    delinquent. Notwithstanding the foregoing, the fee for
25    filing an annual report of a limited liability company or
26    foreign limited liability company with ability to

 

 

10000HB2963ham001- 68 -LRB100 11268 JLS 23554 a

1    establish series is $250 plus $50 for each series for which
2    a certificate of designation has been filed pursuant to
3    Section 37-40 of this Act and active on the last day of the
4    third month preceding the company's anniversary month,
5    plus a penalty if delinquent.
6        (12) Filing an application for reinstatement of a
7    limited liability company or foreign limited liability
8    company $500.
9        (13) Filing Articles of Merger, $100 plus $50 for each
10    party to the merger in excess of the first 2 parties.
11        (14) Filing an Agreement of Conversion or Statement of
12    Conversion, $100.
13        (15) Filing a statement of change of address of
14    registered office or change of registered agent, or both,
15    or filing a statement of correction, $25.
16        (16) Filing a petition for refund, $15.
17        (17) Filing any other document, $100.
18        (18) Filing a certificate of designation of a limited
19    liability company with the ability to establish series
20    pursuant to Section 37-40 of this Act, $50.
21    (c) The Secretary of State shall charge and collect all of
22the following:
23        (1) For furnishing a copy or certified copy of any
24    document, instrument, or paper relating to a limited
25    liability company or foreign limited liability company, or
26    for a certificate, $25.

 

 

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1        (2) For the transfer of information by computer process
2    media to any purchaser, fees established by rule.
3(Source: P.A. 97-839, eff. 7-20-12.)
 
4    (Text of Section after amendment by P.A. 99-637)
5    Sec. 50-10. Fees.
6    (a) The Secretary of State shall charge and collect in
7accordance with the provisions of this Act and rules
8promulgated under its authority all of the following:
9        (1) Fees for filing documents.
10        (2) Miscellaneous charges.
11        (3) Fees for the sale of lists of filings and for
12    copies of any documents.
13    (b) The Secretary of State shall charge and collect for all
14of the following:
15        (1) Filing articles of organization (domestic),
16    application for admission (foreign), and restated articles
17    of organization (domestic), $500. Notwithstanding the
18    foregoing, the fee for filing articles of organization
19    (domestic), application for admission (foreign), and
20    restated articles of organization (domestic) in connection
21    with a limited liability company with a series or the
22    ability to establish a series pursuant to Section 37-40 of
23    this Act is $750.
24        (2) Filing amendments (domestic or foreign), $150.
25        (3) Filing a statement of termination or application

 

 

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1    for withdrawal, $25.
2        (4) Filing an application to reserve a name, $300.
3        (5) Filing a notice of cancellation of a reserved name,
4    $100.
5        (6) Filing a notice of a transfer of a reserved name,
6    $100.
7        (7) Registration of a name, $300.
8        (8) Renewal of registration of a name, $100.
9        (9) Filing an application for use of an assumed name
10    under Section 1-20 of this Act, $150 for each year or part
11    thereof ending in 0 or 5, $120 for each year or part
12    thereof ending in 1 or 6, $90 for each year or part thereof
13    ending in 2 or 7, $60 for each year or part thereof ending
14    in 3 or 8, $30 for each year or part thereof ending in 4 or
15    9, and a renewal for each assumed name, $150.
16        (10) Filing an application for change or cancellation
17    of an assumed name, $100.
18        (11) Filing an annual report of a limited liability
19    company or foreign limited liability company, $250, if
20    filed as required by this Act, plus a penalty if
21    delinquent. Notwithstanding the foregoing, the fee for
22    filing an annual report of a limited liability company or
23    foreign limited liability company is $250 plus $50 for each
24    series for which a certificate of designation has been
25    filed pursuant to Section 37-40 of this Act and is in
26    effect on the last day of the third month preceding the

 

 

10000HB2963ham001- 71 -LRB100 11268 JLS 23554 a

1    company's anniversary month, plus a penalty if delinquent.
2        (12) Filing an application for reinstatement of a
3    limited liability company or foreign limited liability
4    company $500.
5        (13) Filing articles of merger, $100 plus $50 for each
6    party to the merger in excess of the first 2 parties.
7        (14) (Blank). Filing articles of conversion, $100.
8        (15) Filing a statement of change of address of
9    registered office or change of registered agent, or both,
10    or filing a statement of correction, $25.
11        (16) Filing a petition for refund, $15.
12        (17) Filing a certificate of designation of a limited
13    liability company with a series pursuant to Section 37-40
14    of this Act, $50.
15        (18) Filing articles of domestication, $100.
16        (19) Filing, amending, or cancelling a statement of
17    authority, $50.
18        (20) Filing, amending, or cancelling a statement of
19    denial, $10.
20        (21) Filing any other document, $100.
21    (c) The Secretary of State shall charge and collect all of
22the following:
23        (1) For furnishing a copy or certified copy of any
24    document, instrument, or paper relating to a limited
25    liability company or foreign limited liability company, or
26    for a certificate, $25.

 

 

10000HB2963ham001- 72 -LRB100 11268 JLS 23554 a

1        (2) For the transfer of information by computer process
2    media to any purchaser, fees established by rule.
3(Source: P.A. 99-637, eff. 7-1-17.)
 
4    (805 ILCS 180/50-50)
5    Sec. 50-50. Department of Business Services Special
6Operations Fund.
7    (a) A special fund in the State treasury is created and
8shall be known as the Department of Business Services Special
9Operations Fund. Moneys deposited into the Fund shall, subject
10to appropriation, be used by the Department of Business
11Services of the Office of the Secretary of State, hereinafter
12"Department", to create and maintain the capability to perform
13expedited services in response to special requests made by the
14public for same-day or 24-hour service. Moneys deposited into
15the Fund shall be used for, but not limited to, expenditures
16for personal services, retirement, Social Security,
17contractual services, equipment, electronic data processing,
18and telecommunications.
19    (b) The balance in the Fund at the end of any fiscal year
20shall not exceed $600,000, and any amount in excess thereof
21shall be transferred to the General Revenue Fund.
22    (c) All fees payable to the Secretary of State under this
23Section shall be deposited into the Fund. No other fees or
24charges collected under this Act shall be deposited into the
25Fund.

 

 

10000HB2963ham001- 73 -LRB100 11268 JLS 23554 a

1    (d) "Expedited services" means services rendered within
2the same day, or within 24 hours from the time, the request
3therefor is submitted by the filer, law firm, service company,
4or messenger physically in person or, at the Secretary of
5State's discretion, by electronic means, to the Department's
6Springfield Office and includes requests for certified copies,
7photocopies, and certificates of good standing made to the
8Department's Springfield Office in person or by telephone, or
9requests for certificates of good standing made in person or by
10telephone to the Department's Chicago Office.
11    (e) Fees for expedited services shall be as follows:
12    Restated articles of organization, $200;
13    Merger or conversion, $200;
14    Articles of organization, $100;
15    Articles of amendment, $100;
16    Reinstatement, $100;
17    Application for admission to transact business, $100;
18    Certificate of good standing or abstract of computer
19record, $20;
20    All other filings, copies of documents, annual reports, and
21copies of documents of dissolved or revoked limited liability
22companies, $50.
23(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 9-1-03.)
 
24    (805 ILCS 180/37-15 rep.)
25    (805 ILCS 180/37-16 rep.)

 

 

10000HB2963ham001- 74 -LRB100 11268 JLS 23554 a

1    (805 ILCS 180/37-17 rep.)
2    (805 ILCS 180/37-31 rep.)
3    (805 ILCS 180/37-32 rep.)
4    (805 ILCS 180/37-33 rep.)
5    (805 ILCS 180/37-34 rep.)
6    Section 906. The Limited Liability Company Act is amended
7by repealing Sections 37-15, 37-16, 37-17, 37-31, 37-32, 37-33,
8and 37-34.
 
9    Section 907. The Uniform Partnership Act (1997) is amended
10by changing Section 902 as follows:
 
11    (805 ILCS 206/902)
12    Sec. 902. Conversions and domestications Conversion of
13partnership to limited partnership.
14    (a) Conversions and domestications are governed by the
15Entity Omnibus Act A partnership may be converted to a limited
16partnership pursuant to this Section.
17    (b) (Blank). The terms and conditions of a conversion of a
18partnership to a limited partnership must be approved by all of
19the partners or by a number or percentage specified for
20conversion in the partnership agreement.
21    (c) (Blank). After the conversion is approved by the
22partners, the partnership shall file a certificate of limited
23partnership in the jurisdiction in which the limited
24partnership is to be formed. The certificate must include:

 

 

10000HB2963ham001- 75 -LRB100 11268 JLS 23554 a

1        (1) a statement that the partnership was converted to a
2    limited partnership from a partnership;
3        (2) its former name; and
4        (3) a statement of the number of votes cast by the
5    partners for and against the conversion and, if the vote is
6    less than unanimous, the number or percentage required to
7    approve the conversion under the partnership agreement.
8    (d) (Blank). The conversion takes effect when the
9certificate of limited partnership is filed or at any later
10date specified in the certificate.
11    (e) (Blank). A general partner who becomes a limited
12partner as a result of the conversion remains liable as a
13general partner for an obligation incurred by the partnership
14before the conversion takes effect. If the other party to a
15transaction with the limited partnership reasonably believes
16when entering the transaction that the limited partner is a
17general partner, the limited partner is liable for an
18obligation incurred by the limited partnership within 90 days
19after the conversion takes effect. The limited partner's
20liability for all other obligations of the limited partnership
21incurred after the conversion takes effect is that of a limited
22partner as provided in the Uniform Limited Partnership Act
23(2001).
24(Source: P.A. 92-740, eff. 1-1-03; 93-967, eff. 1-1-05.)
 
25    (805 ILCS 206/903 rep.)

 

 

10000HB2963ham001- 76 -LRB100 11268 JLS 23554 a

1    (805 ILCS 206/904 rep.)
2    (805 ILCS 206/909 rep.)
3    Section 908. The Uniform Partnership Act (1997) is amended
4by repealing Sections 903, 904, and 909.
 
5    Section 909. The Uniform Limited Partnership Act (2001) is
6amended by changing Sections 103, 110, 1101, 1102, 1110, 1111,
71112, 1113, and 1308 as follows:
 
8    (805 ILCS 215/103)
9    Sec. 103. Knowledge and notice.
10    (a) A person knows a fact if the person has actual
11knowledge of it.
12    (b) A person has notice of a fact if the person:
13        (1) knows of it;
14        (2) has received a notification of it;
15        (3) has reason to know it exists from all of the facts
16    known to the person at the time in question; or
17        (4) has notice of it under subsection (c) or (d).
18    (c) A certificate of limited partnership on file in the
19Office of the Secretary of State is notice that the partnership
20is a limited partnership and the persons designated in the
21certificate as general partners are general partners. Except as
22otherwise provided in subsection (d), the certificate is not
23notice of any other fact.
24    (d) A person has notice of:

 

 

10000HB2963ham001- 77 -LRB100 11268 JLS 23554 a

1         (1) another person's dissociation as a general
2    partner, 90 days after the effective date of an amendment
3    to the certificate of limited partnership which states that
4    the other person has dissociated or 90 days after the
5    effective date of a statement of dissociation pertaining to
6    the other person, whichever occurs first;
7        (2) a limited partnership's dissolution, 90 days after
8    the effective date of an amendment to the certificate of
9    limited partnership stating that the limited partnership
10    is dissolved;
11        (3) a limited partnership's termination, 90 days after
12    the effective date of a statement of termination;
13        (4) a limited partnership's conversion pursuant to the
14    Entity Omnibus Act under Article 11, 90 days after the
15    effective date of the statement articles of conversion; or
16        (4.5) a limited partnership's domestication pursuant
17    to the Entity Omnibus Act, 90 days after the effective date
18    of the statement of domestication; or
19        (5) a merger under Article 11, 90 days after the
20    effective date of the articles of merger.
21    (e) A person notifies or gives a notification to another
22person by taking steps reasonably required to inform the other
23person in ordinary course, whether or not the other person
24learns of it.
25    (f) A person receives a notification when the notification:
26        (1) comes to the person's attention; or

 

 

10000HB2963ham001- 78 -LRB100 11268 JLS 23554 a

1        (2) is delivered at the person's place of business or
2    at any other place held out by the person as a place for
3    receiving communications.
4    (g) Except as otherwise provided in subsection (h), a
5person other than an individual knows, has notice, or receives
6a notification of a fact for purposes of a particular
7transaction when the individual conducting the transaction for
8the person knows, has notice, or receives a notification of the
9fact, or in any event when the fact would have been brought to
10the individual's attention if the person had exercised
11reasonable diligence. A person other than an individual
12exercises reasonable diligence if it maintains reasonable
13routines for communicating significant information to the
14individual conducting the transaction for the person and there
15is reasonable compliance with the routines. Reasonable
16diligence does not require an individual acting for the person
17to communicate information unless the communication is part of
18the individual's regular duties or the individual has reason to
19know of the transaction and that the transaction would be
20materially affected by the information.
21    (h) A general partner's knowledge, notice, or receipt of a
22notification of a fact relating to the limited partnership is
23effective immediately as knowledge of, notice to, or receipt of
24a notification by the limited partnership, except in the case
25of a fraud on the limited partnership committed by or with the
26consent of the general partner. A limited partner's knowledge,

 

 

10000HB2963ham001- 79 -LRB100 11268 JLS 23554 a

1notice, or receipt of a notification of a fact relating to the
2limited partnership is not effective as knowledge of, notice
3to, or receipt of a notification by the limited partnership.
4(Source: P.A. 93-967, eff. 1-1-05.)
 
5    (805 ILCS 215/110)
6    Sec. 110. Effect of partnership agreement; nonwaivable
7provisions.
8    (a) Except as otherwise provided in subsection (b), the
9partnership agreement governs relations among the partners and
10between the partners and the partnership. To the extent the
11partnership agreement does not otherwise provide, this Act
12governs relations among the partners and between the partners
13and the partnership.
14    (b) A partnership agreement may not:
15        (1) vary a limited partnership's power under Section
16    105 to sue, be sued, and defend in its own name;
17        (2) vary the law applicable to a limited partnership
18    under Section 106;
19        (3) vary the requirements of Section 204;
20        (4) vary the information required under Section 111 or
21    unreasonably restrict the right to information under
22    Sections 304 or 407, but the partnership agreement may
23    impose reasonable restrictions on the availability and use
24    of information obtained under those Sections and may define
25    appropriate remedies, including liquidated damages, for a

 

 

10000HB2963ham001- 80 -LRB100 11268 JLS 23554 a

1    breach of any reasonable restriction on use;
2        (5) eliminate or reduce fiduciary duties, but the
3    partnership agreement may:
4            (A) identify specific types or categories of
5        activities that do not violate the duties, if not
6        manifestly unreasonable; and
7            (B) specify the number or percentage of partners
8        which may authorize or ratify, after full disclosure to
9        all partners of all material facts, a specific act or
10        transaction that otherwise would violate these duties;
11        (6) eliminate the obligation of good faith and fair
12    dealing under Sections 305(b) and 408(d), but the
13    partnership agreement may prescribe the standards by which
14    the performance of the obligation is to be measured, if the
15    standards are not manifestly unreasonable;
16        (7) vary the power of a person to dissociate as a
17    general partner under Section 604(a) except to require that
18    the notice under Section 603(1) be in a record;
19        (8) vary the power of a court to decree dissolution in
20    the circumstances specified in Section 802;
21        (9) vary the requirement to wind up the partnership's
22    business as specified in Section 803;
23        (10) unreasonably restrict the right to maintain an
24    action under Article 10;
25        (11) restrict the right of a partner under Section
26    1110(a) to approve a conversion, domestication, or merger

 

 

10000HB2963ham001- 81 -LRB100 11268 JLS 23554 a

1    or the right of a general partner under Section 1110(b) to
2    consent to an amendment to the certificate of limited
3    partnership which deletes a statement that the limited
4    partnership is a limited liability limited partnership; or
5        (12) restrict rights under this Act of a person other
6    than a partner or a transferee.
7(Source: P.A. 93-967, eff. 1-1-05.)
 
8    (805 ILCS 215/1101)
9    Sec. 1101. Definitions. In this Article:
10    (1) "Constituent limited partnership" means a constituent
11organization that is a limited partnership.
12    (2) "Constituent organization" means an organization that
13is party to a merger.
14    (3) (Blank). "Converted organization" means the
15organization into which a converting organization converts
16pursuant to Sections 1102 through 1105.
17    (4) (Blank). "Converting limited partnership" means a
18converting organization that is a limited partnership.
19    (5) (Blank). "Converting organization" means an
20organization that converts into another organization pursuant
21to Section 1102.
22    (6) "General partner" means a general partner of a limited
23partnership.
24    (7) "Governing statute" of an organization means the
25statute that governs the organization's internal affairs.

 

 

10000HB2963ham001- 82 -LRB100 11268 JLS 23554 a

1    (8) "Organization" means a general partnership, including
2a limited liability partnership; limited partnership,
3including a limited liability limited partnership; limited
4liability company; business trust; corporation; or any other
5person having a governing statute. The term includes domestic
6and foreign organizations whether or not organized for profit.
7    (9) "Organizational documents" means:
8        (A) for a domestic or foreign general partnership, its
9    partnership agreement;
10        (B) for a limited partnership or foreign limited
11    partnership, its certificate of limited partnership and
12    partnership agreement;
13        (C) for a domestic or foreign limited liability
14    company, its articles of organization and operating
15    agreement, or comparable records as provided in its
16    governing statute;
17        (D) for a business trust, its agreement of trust and
18    declaration of trust;
19        (E) for a domestic or foreign corporation for profit,
20    its articles of incorporation, bylaws, and other
21    agreements among its shareholders which are authorized by
22    its governing statute, or comparable records as provided in
23    its governing statute; and
24        (F) for any other organization, the basic records that
25    create the organization and determine its internal
26    governance and the relations among the persons that own it,

 

 

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1    have an interest in it, or are members of it.
2    (10) "Personal liability" means personal liability for a
3debt, liability, or other obligation of an organization which
4is imposed on a person that co-owns, has an interest in, or is
5a member of the organization:
6        (A) by the organization's governing statute solely by
7    reason of the person co-owning, having an interest in, or
8    being a member of the organization; or
9        (B) by the organization's organizational documents
10    under a provision of the organization's governing statute
11    authorizing those documents to make one or more specified
12    persons liable for all or specified debts, liabilities, and
13    other obligations of the organization solely by reason of
14    the person or persons co-owning, having an interest in, or
15    being a member of the organization.
16    (11) "Surviving organization" means an organization into
17which one or more other organizations are merged. A surviving
18organization may preexist the merger or be created by the
19merger.
20(Source: P.A. 93-967, eff. 1-1-05.)
 
21    (805 ILCS 215/1102)
22    Sec. 1102. Conversions and domestications Conversion.
23    (a) Conversions and domestications are governed by the
24Entity Omnibus Act. An organization other than a limited
25partnership may convert to a limited partnership, and a limited

 

 

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1partnership may convert to another organization pursuant to
2this Section and Sections 1103 through 1105 and a plan of
3conversion, if:
4        (1) the other organization's governing statute
5    authorizes the conversion;
6        (2) the conversion is not prohibited by the law of the
7    jurisdiction that enacted the governing statute; and
8        (3) the other organization complies with its governing
9    statute in effecting the conversion.
10    (b) (Blank). A plan of conversion must be in a record and
11must include:
12        (1) the name and form of the organization before
13    conversion;
14        (2) the name and form of the organization after
15    conversion; and
16        (3) the terms and conditions of the conversion,
17    including the manner and basis for converting interests in
18    the converting organization into any combination of money,
19    interests in the converted organization, and other
20    consideration; and
21        (4) the organizational documents of the converted
22    organization.
23(Source: P.A. 93-967, eff. 1-1-05.)
 
24    (805 ILCS 215/1110)
25    Sec. 1110. Restrictions on approval of conversions and

 

 

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1mergers and on relinquishing LLLP status.
2    (a) If a partner of a converting or constituent limited
3partnership will have personal liability with respect to a
4converted or surviving organization, approval and amendment of
5a plan of conversion or merger are ineffective without the
6consent of the partner, unless:
7        (1) the limited partnership's partnership agreement
8    provides for the approval of the conversion or merger with
9    the consent of fewer than all the partners; and
10        (2) the partner has consented to the provision of the
11    partnership agreement.
12    (b) An amendment to a certificate of limited partnership
13which deletes a statement that the limited partnership is a
14limited liability limited partnership is ineffective without
15the consent of each general partner unless:
16        (1) the limited partnership's partnership agreement
17    provides for the amendment with the consent of less than
18    all the general partners; and
19        (2) each general partner that does not consent to the
20    amendment has consented to the provision of the partnership
21    agreement.
22    (c) A partner does not give the consent required by
23subsection (a) or (b) merely by consenting to a provision of
24the partnership agreement which permits the partnership
25agreement to be amended with the consent of fewer than all the
26partners.

 

 

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1(Source: P.A. 93-967, eff. 1-1-05.)
 
2    (805 ILCS 215/1111)
3    Sec. 1111. Liability of general partner after conversion or
4merger.
5    (a) A conversion or merger under this Article does not
6discharge any liability under Sections 404 and 607 of a person
7that was a general partner in or dissociated as a general
8partner from a converting or constituent limited partnership,
9but:
10        (1) the provisions of this Act pertaining to the
11    collection or discharge of the liability continue to apply
12    to the liability;
13        (2) for the purposes of applying those provisions, the
14    converted or surviving organization is deemed to be the
15    converting or constituent limited partnership; and
16        (3) if a person is required to pay any amount under
17    this subsection:
18            (A) the person has a right of contribution from
19        each other person that was liable as a general partner
20        under Section 404 when the obligation was incurred and
21        has not been released from the obligation under Section
22        607; and
23            (B) the contribution due from each of those persons
24        is in proportion to the right to receive distributions
25        in the capacity of general partner in effect for each

 

 

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1        of those persons when the obligation was incurred.
2    (b) In addition to any other liability provided by law:
3        (1) a person that immediately before a conversion or
4    merger became effective was a general partner in a
5    converting or constituent limited partnership that was not
6    a limited liability limited partnership is personally
7    liable for each obligation of the converted or surviving
8    organization arising from a transaction with a third party
9    after the conversion or merger becomes effective, if, at
10    the time the third party enters into the transaction, the
11    third party:
12            (A) does not have notice of the conversion or
13        merger; and
14            (B) reasonably believes that:
15                (i) the converted or surviving business is the
16            converting or constituent limited partnership;
17                (ii) the converting or constituent limited
18            partnership is not a limited liability limited
19            partnership; and
20                (iii) the person is a general partner in the
21            converting or constituent limited partnership; and
22        (2) a person that was dissociated as a general partner
23    from a converting or constituent limited partnership
24    before the conversion or merger became effective is
25    personally liable for each obligation of the converted or
26    surviving organization arising from a transaction with a

 

 

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1    third party after the conversion or merger becomes
2    effective, if:
3            (A) immediately before the conversion or merger
4        became effective the converting or surviving limited
5        partnership was not a limited liability limited
6        partnership; and
7            (B) at the time the third party enters into the
8        transaction less than 2 two years have passed since the
9        person dissociated as a general partner and the third
10        party:
11                (i) does not have notice of the dissociation;
12                (ii) does not have notice of the conversion or
13            merger; and
14                (iii) reasonably believes that the converted
15            or surviving organization is the converting or
16            constituent limited partnership, the converting or
17            constituent limited partnership is not a limited
18            liability limited partnership, and the person is a
19            general partner in the converting or constituent
20            limited partnership.
21(Source: P.A. 93-967, eff. 1-1-05.)
 
22    (805 ILCS 215/1112)
23    Sec. 1112. Power of general partners and persons
24dissociated as general partners to bind organization after
25conversion or merger.

 

 

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1    (a) An act of a person that immediately before a conversion
2or merger became effective was a general partner in a
3converting or constituent limited partnership binds the
4converted or surviving organization after the conversion or
5merger becomes effective, if:
6        (1) before the conversion or merger became effective,
7    the act would have bound the converting or constituent
8    limited partnership under Section 402; and
9        (2) at the time the third party enters into the
10    transaction, the third party:
11            (A) does not have notice of the conversion or
12        merger; and
13            (B) reasonably believes that the converted or
14        surviving business is the converting or constituent
15        limited partnership and that the person is a general
16        partner in the converting or constituent limited
17        partnership.
18    (b) An act of a person that before a conversion or merger
19became effective was dissociated as a general partner from a
20converting or constituent limited partnership binds the
21converted or surviving organization after the conversion or
22merger becomes effective, if:
23        (1) before the conversion or merger became effective,
24    the act would have bound the converting or constituent
25    limited partnership under Section 402 if the person had
26    been a general partner; and

 

 

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1        (2) at the time the third party enters into the
2    transaction, less than 2 two years have passed since the
3    person dissociated as a general partner and the third
4    party:
5            (A) does not have notice of the dissociation;
6            (B) does not have notice of the conversion or
7        merger; and
8            (C) reasonably believes that the converted or
9        surviving organization is the converting or
10        constituent limited partnership and that the person is
11        a general partner in the converting or constituent
12        limited partnership.
13    (c) If a person having knowledge of the conversion or
14merger causes a converted or surviving organization to incur an
15obligation under subsection (a) or (b), the person is liable:
16        (1) to the converted or surviving organization for any
17    damage caused to the organization arising from the
18    obligation; and
19        (2) if another person is liable for the obligation, to
20    that other person for any damage caused to that other
21    person arising from the liability.
22(Source: P.A. 93-967, eff. 1-1-05.)
 
23    (805 ILCS 215/1113)
24    Sec. 1113. Article not exclusive. This Article does not
25preclude an entity from being converted, domesticated, or

 

 

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1merged under other law.
2(Source: P.A. 93-967, eff. 1-1-05.)
 
3    (805 ILCS 215/1308)
4    Sec. 1308. Department of Business Services Special
5Operations Fund.
6    (a) A special fund in the State Treasury is created and
7shall be known as the Department of Business Services Special
8Operations Fund. Moneys deposited into the Fund shall, subject
9to appropriation, be used by the Department of Business
10Services of the Office of the Secretary of State, hereinafter
11"Department", to create and maintain the capability to perform
12expedited services in response to special requests made by the
13public for same day or 24 hour service. Moneys deposited into
14the Fund shall be used for, but not limited to, expenditures
15for personal services, retirement, Social Security,
16contractual services, equipment, electronic data processing,
17and telecommunications.
18    (b) The balance in the Fund at the end of any fiscal year
19shall not exceed $600,000 and any amount in excess thereof
20shall be transferred to the General Revenue Fund.
21    (c) All fees payable to the Secretary of State under this
22Section shall be deposited into the Fund. No other fees or
23charges collected under this Act shall be deposited into the
24Fund.
25    (d) "Expedited services" means services rendered within

 

 

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1the same day, or within 24 hours from the time the request
2therefor is submitted by the filer, law firm, service company,
3or messenger physically in person or, at the Secretary of
4State's discretion, by electronic means, to the Department's
5Springfield Office or Chicago Office and includes requests for
6certified copies, photocopies, and certificates of existence
7or abstracts of computer record made to the Department's
8Springfield Office in person or by telephone, or requests for
9certificates of existence or abstracts of computer record made
10in person or by telephone to the Department's Chicago Office.
11    (e) Fees for expedited services shall be as follows:
12        Merger or conversion, $200;
13        Certificate of limited partnership, $100;
14        Certificate of amendment, $100;
15        Reinstatement, $100;
16        Application for admission to transact business, $100;
17        Certificate of existence or abstract of computer
18    record, $20;
19        All other filings, copies of documents, annual renewal
20    reports, and copies of documents of canceled limited
21    partnerships, $50.
22(Source: P.A. 97-839, eff. 7-20-12; 98-463, eff. 8-16-13.)
 
23    (805 ILCS 215/1103 rep.)
24    (805 ILCS 215/1104 rep.)
25    (805 ILCS 215/1105 rep.)

 

 

10000HB2963ham001- 93 -LRB100 11268 JLS 23554 a

1    Section 910 The Uniform Limited Partnership Act (2001) is
2amended by repealing Sections 1103, 1104, and 1105.
 
3    Section 995. No acceleration or delay. Where this Act makes
4changes in a statute that is represented in this Act by text
5that is not yet or no longer in effect (for example, a Section
6represented by multiple versions), the use of that text does
7not accelerate or delay the taking effect of (i) the changes
8made by this Act or (ii) provisions derived from any other
9Public Act.
 
10    Section 999. Effective date. This Act takes effect July 1,
112017.".