Illinois General Assembly - Full Text of HB2963
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Full Text of HB2963  100th General Assembly


Rep. Elaine Nekritz

Filed: 4/21/2017





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2    AMENDMENT NO. ______. Amend House Bill 2963, AS AMENDED, in
3Section 201, by replacing subsections (a) and (b) with the
5    "(a) By complying with this Article, a domestic entity may
7        (1) a domestic entity of a different type; or
8        (2) a foreign entity of a different type, if the
9    conversion is authorized by the law of the foreign
10    jurisdiction.
11    (b) By complying with the provisions of this Article
12applicable to foreign entities, a foreign entity may become a
13domestic entity of a different type if the conversion is
14authorized by the law of the foreign entity's jurisdiction of
15organization."; and
16immediately below Section 901, by inserting the following:



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1    "Section 902. The Professional Service Corporation Act is
2amended by changing Sections 3.4 and 5 as follows:
3    (805 ILCS 10/3.4)  (from Ch. 32, par. 415-3.4)
4    Sec. 3.4. (a) "Professional Corporation" means:
5        (1) a corporation organized under this Act;
6        (2) an entity converted under the Entity Omnibus Act to
7    a corporation governed by this Act; or
8        (3) a foreign corporation domesticated under the
9    Entity Omnibus Act and governed by this Act;
10that is organized solely for the purpose of rendering one
11category of professional service or related professional
12services and which has as its shareholders, directors,
13officers, agents and employees (other than ancillary
14personnel) only individuals who are duly licensed by this State
15or by the United States Patent Office or the Internal Revenue
16Service of the United States Treasury Department to render that
17particular category of professional service or related
18professional services (except that the secretary of the
19corporation need not be so licensed), except that the
20registered agent of the corporation need not be licensed in
21such case where the registered agent is not a shareholder,
22director, officer or employee (other than ancillary
24    (b) A Professional Corporation may, for purposes of



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1dissolution, have as its shareholders, directors, officers,
2agents and employees individuals who are not licensed by this
3State, provided that the corporation does not render any
4professional services nor hold itself out as capable of or
5available to render any professional services during the period
6of dissolution.
7    The regulating authority shall not issue or renew any
8certificate of authority to a Professional Corporation during
9the period of dissolution.
10    A copy of the certificate of dissolution, as issued by the
11Secretary of State, shall be delivered to the regulating
12authority within 30 days of its receipt by the incorporators.
13(Source: P.A. 84-1235.)
14    (805 ILCS 10/5)  (from Ch. 32, par. 415-5)
15    Sec. 5. A professional corporation organized under this Act
16may consolidate or merge only with another domestic
17professional corporation organized under this Act to render the
18same specific professional service or related professional
19services or with a domestic limited liability company organized
20under the Limited Liability Company Act to render the same
21specific professional service or related professional services
22and a merger or consolidation with any foreign corporation or
23foreign limited liability company is prohibited. A
24professional association organized under the "Act to Authorize
25Professional Associations", approved August 9, 1961, as



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1amended, may merge with a professional corporation formed under
2this Act by complying with Section 4 of this Act. A conversion
3to or from a professional corporation under the Entity Omnibus
4Act is permitted only if the converted entity is organized to
5render the same specific professional service or related
6professional services.
7(Source: P.A. 95-368, eff. 8-23-07.)".