HB2963ham004 100TH GENERAL ASSEMBLY

Rep. Elaine Nekritz

Filed: 4/21/2017

10000HB2963ham004 LRB100 11268 KTG 25303 a

AMENDMENT TO HOUSE BILL 2963

AMENDMENT NO. ______. Amend House Bill 2963, AS AMENDED, in Section 201, by replacing subsections (a) and (b) with the following:

"(a) By complying with this Article, a domestic entity may become:

(1) a domestic entity of a different type; or

(2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction.

(b) By complying with the provisions of this Article applicable to foreign entities, a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity's jurisdiction of organization."; and

immediately below Section 901, by inserting the following:

"Section 902. The Professional Service Corporation Act is amended by changing Sections 3.4 and 5 as follows:

(805 ILCS 10/3.4) (from Ch. 32, par. 415-3.4)

Sec. 3.4. (a) "Professional Corporation" means:

(1) a corporation organized under this Act;

(2) an entity converted under the Entity Omnibus Act to a corporation governed by this Act; or

(3) a foreign corporation domesticated under the Entity Omnibus Act and governed by this Act; that is organized solely for the purpose of rendering one category of professional service or related professional services and which has as its shareholders, directors, officers, agents and employees (other than ancillary personnel) only individuals who are duly licensed by this State or by the United States Patent Office or the Internal Revenue Service of the United States Treasury Department to render that particular category of professional service or related professional services (except that the secretary of the corporation need not be so licensed), except that the registered agent of the corporation need not be licensed in such case where the registered agent is not a shareholder, director, officer or employee (other than ancillary personnel).

(b) A Professional Corporation may, for purposes of dissolution, have as its shareholders, directors, officers, agents and employees individuals who are not licensed by this State, provided that the corporation does not render any professional services nor hold itself out as capable of or available to render any professional services during the period of dissolution.

The regulating authority shall not issue or renew any certificate of authority to a Professional Corporation during the period of dissolution.

A copy of the certificate of dissolution, as issued by the Secretary of State, shall be delivered to the regulating authority within 30 days of its receipt by the incorporators.

(Source: P.A. 84-1235.)

(805 ILCS 10/5) (from Ch. 32, par. 415-5)

Sec. 5. A professional corporation organized under this Act may consolidate or merge only with another domestic professional corporation organized under this Act to render the same specific professional service or related professional services or with a domestic limited liability company organized under the Limited Liability Company Act to render the same specific professional service or related professional services and a merger or consolidation with any foreign corporation or foreign limited liability company is prohibited. A professional association organized under the "Act to Authorize Professional Associations", approved August 9, 1961, as amended, may merge with a professional corporation formed under this Act by complying with Section 4 of this Act. A conversion to or from a professional corporation under the Entity Omnibus Act is permitted only if the converted entity is organized to render the same specific professional service or related professional services.

(Source: P.A. 95-368, eff. 8-23-07.)".