Illinois General Assembly - Full Text of SB0116
Illinois General Assembly

  Bills & Resolutions  
  Compiled Statutes  
  Public Acts  
  Legislative Reports  
  IL Constitution  
  Legislative Guide  
  Legislative Glossary  

 Search By Number
 (example: HB0001)
Search Tips

Search By Keyword

Full Text of SB0116  102nd General Assembly

SB0116ham001 102ND GENERAL ASSEMBLY

Rep. Bob Morgan

Filed: 4/30/2021

 

 


 

 


 
10200SB0116ham001LRB102 10457 KTG 25979 a

1
AMENDMENT TO SENATE BILL 116

2    AMENDMENT NO. ______. Amend Senate Bill 116 by replacing
3everything after the enacting clause with the following:
 
4    "Section 5. The Business Corporation Act of 1983 is
5amended by changing Sections 7.05, 7.15, 7.30, 11.39, 15.10,
615.35, and 15.97 and by adding Section 14.13 as follows:
 
7    (805 ILCS 5/7.05)  (from Ch. 32, par. 7.05)
8    Sec. 7.05. Meetings of shareholders. Meetings of
9shareholders may be held either within or without this State,
10as may be provided in the by-laws or in a resolution of the
11board of directors pursuant to authority granted in the
12by-laws. In the absence of any such provision, all meetings
13shall be held at the principal registered office of the
14corporation in this State.
15    An annual meeting of the shareholders shall be held at
16such time as may be provided in the by-laws or in a resolution

 

 

10200SB0116ham001- 2 -LRB102 10457 KTG 25979 a

1of the board of directors pursuant to authority granted in the
2by-laws. Failure to hold the annual meeting at the designated
3time shall not work a forfeiture or dissolution of the
4corporation nor affect the validity of corporate action. If an
5annual meeting has not been held within the earlier of six
6months after the end of the corporation's fiscal year or
7fifteen months after its last annual meeting and if, after a
8request in writing directed to the president of the
9corporation, a notice of meeting is not given within 60 days of
10such request, then any shareholder entitled to vote at an
11annual meeting may apply to the circuit court of the county in
12which the registered office or principal place of business of
13the corporation is located for an order directing that the
14meeting be held and fixing the time and place of the meeting.
15The court may issue such additional orders as may be necessary
16or appropriate for the holding of the meeting.
17    Unless specifically prohibited by the articles of
18incorporation or by-laws, a corporation may allow shareholders
19to participate in and act at any meeting of the shareholders by
20means of remote communication, including, but not limited to,
21through the use of a conference telephone or interactive
22technology, including but not limited to electronic
23transmission, or Internet usage, or remote communication, by
24means of which all persons participating in the meeting can
25communicate with each other. Shareholders participating in a
26shareholders' meeting by means of remote communication shall

 

 

10200SB0116ham001- 3 -LRB102 10457 KTG 25979 a

1be deemed present and may vote at such a meeting if the
2corporation has implemented reasonable measures:
3        (1) to verify that each person participating remotely
4    as a shareholder is a shareholder; and
5        (2) to provide to such shareholders a reasonable
6    opportunity to participate in the meeting and to vote on
7    matters submitted to the shareholders, including the
8    opportunity to communicate and to read or hear the
9    proceedings of the meeting.
10    A shareholder entitled to vote at a meeting of the
11shareholders shall be permitted to attend the meeting where
12space permits (in the case of a meeting at a place), and
13subject to the corporation's by-laws and rules governing the
14conduct of the meeting and the power of the chairman to
15regulate the orderly conduct of the meeting. Participation in
16such meeting shall constitute attendance and presence in
17person at the meeting of the person or persons so
18participating.
19    Special meetings of the shareholders may be called by the
20president, by the board of directors, by the holders of not
21less than one-fifth of all the outstanding shares entitled to
22vote on the matter for which the meeting is called or by such
23other officers or persons as may be provided in the articles of
24incorporation or the by-laws. Only business within the purpose
25or purposes described in the meeting notice required by
26Section 7.15 may be conducted at a special meeting of

 

 

10200SB0116ham001- 4 -LRB102 10457 KTG 25979 a

1shareholders.
2    If the special meeting is called by the shareholders, one
3or more written demands by the holders of the requisite number
4of votes to be cast on an issue proposed to be considered at
5the proposed special meeting must be signed, dated, and
6delivered to the corporation describing the purpose or
7purposes for which the proposed special meeting is to be held.
8No written demand by a shareholder for a special meeting shall
9be effective unless, within 60 days of the earliest date on
10which such a demand delivered to the corporation as required
11by this Section was signed, written demands signed by
12shareholders holding at least the percentage of votes
13specified in or fixed in accordance with the preceding
14paragraph of this Section have been delivered to the
15corporation. Unless otherwise provided in the articles of
16incorporation, a written demand by a shareholder for a special
17meeting may be revoked by a writing to that effect received by
18the corporation before the receipt by the corporation of
19demands from shareholders sufficient in number to require the
20holding of a special meeting. The record date for determining
21shareholders entitled to demand a special meeting shall be the
22first date on which a signed shareholder demand is delivered
23to the corporation.
24    Unless the by-laws require the meeting of shareholders to
25be held at a place, the board of directors may determine that
26any meeting of the shareholders shall not be held at any place

 

 

10200SB0116ham001- 5 -LRB102 10457 KTG 25979 a

1and shall instead be held solely by means of remote
2communication, but only if the corporation implements the
3measures specified in items (1) and (2) of this Section.
4(Source: P.A. 94-655, eff. 1-1-06.)
 
5    (805 ILCS 5/7.15)  (from Ch. 32, par. 7.15)
6    Sec. 7.15. Notice of shareholders' meetings. Written
7notice stating the place, if any, day, and hour of the meeting,
8and the means of remote communication, if any, by which
9shareholders may be deemed to be present in person and vote at
10such meeting, and, in the case of a special meeting, the
11purpose or purposes for which the meeting is called, shall be
12delivered not less than 10 nor more than 60 days before the
13date of the meeting, or in the case of a merger, consolidation,
14share exchange, dissolution or sale, lease or exchange of
15assets not less than 20 nor more than 60 days before the date
16of the meeting, either personally or by mail, by or at the
17direction of the president, or the secretary, or the officer
18or persons calling the meeting, to each shareholder of record
19entitled to vote at such meeting. If mailed, such notice shall
20be deemed to be delivered when deposited in the United States
21mail addressed to the shareholder at his or her address as it
22appears on the records of the corporation, with postage
23thereon prepaid.
24(Source: P.A. 83-1025.)
 

 

 

10200SB0116ham001- 6 -LRB102 10457 KTG 25979 a

1    (805 ILCS 5/7.30)  (from Ch. 32, par. 7.30)
2    Sec. 7.30. Voting lists. The officer or agent having
3charge of the transfer book for shares of a corporation shall
4make, within 20 days after the record date for a meeting of
5shareholders or 10 days before such meeting, whichever is
6earlier, a complete list of the shareholders entitled to vote
7at such meeting, arranged in alphabetical order, with the
8address of and the number of shares held by each, which list,
9for a period of 10 days prior to such meeting, shall be kept on
10file at the registered office of the corporation and shall be
11subject to inspection by any shareholder, and to copying at
12the shareholder's expense, at the registered office of the
13corporation at any time during usual business hours or on a
14reasonably accessible electronic network, at the corporation's
15election. If the corporation determines to make the list
16available on an electronic network, the corporation may take
17reasonable steps to ensure that such information is available
18only to shareholders of the corporation. Such list shall also
19be produced and kept open at the time and place of the meeting,
20or on a reasonably accessible electronic network if the
21meeting will be held solely by means of remote communication,
22and shall be subject to the inspection of any shareholder
23during the whole time of the meeting. The original share
24ledger or transfer book, or a duplicate thereof kept in this
25State, shall be prima facie evidence as to who are the
26shareholders entitled to examine such list or share ledger or

 

 

10200SB0116ham001- 7 -LRB102 10457 KTG 25979 a

1transfer book or to vote at any meeting of shareholders.
2    Failure to comply with the requirements of this Section
3shall not affect the validity of any action taken at such
4meeting.
5    An officer or agent having charge of the transfer books
6who shall fail to prepare the list of shareholders, or keep the
7same on file for a period of 10 days, or produce and keep the
8same open for inspection at the meeting, as provided in this
9Section, shall be liable to any shareholder suffering damage
10on account of such failure, to the extent of such damage.
11(Source: P.A. 83-1025.)
 
12    (805 ILCS 5/11.39)
13    Sec. 11.39. Merger of domestic corporation and limited
14liability entities company.
15    (a) Any one or more domestic corporations may merge with
16or into one or more limited liability entities companies of
17this State, any other state or states of the United States, or
18the District of Columbia, if the laws of the other state or
19states or the District of Columbia permit the merger. The
20domestic corporation or corporations and the limited liability
21entity or entities company or companies may merge with or into
22a corporation, which may be any one of these corporations, or
23they may merge with or into a limited liability entity
24company, which may be any one of these limited liability
25entities companies, which shall be a domestic corporation or

 

 

10200SB0116ham001- 8 -LRB102 10457 KTG 25979 a

1limited liability entity company of this State, any other
2state of the United States, or the District of Columbia, which
3permits the merger pursuant to a plan of merger complying with
4and approved in accordance with this Section.
5    (b) The plan of merger must set forth the following:
6        (1) The names of the domestic corporation or
7    corporations and limited liability entity or entities
8    company or companies proposing to merge and the name of
9    the domestic corporation or limited liability entity
10    company into which they propose to merge, which is
11    designated as the surviving entity.
12        (2) The terms and conditions of the proposed merger
13    and the mode of carrying the same into effect.
14        (3) The manner and basis of converting the shares of
15    each domestic corporation and the interests of each
16    limited liability entity company into shares, interests,
17    obligations, other securities of the surviving entity or
18    into cash or other property or any combination of the
19    foregoing.
20        (4) In the case of a merger in which a domestic
21    corporation is the surviving entity, a statement of any
22    changes in the articles of incorporation of the surviving
23    corporation to be effected by the merger.
24        (5) Any other provisions with respect to the proposed
25    merger that are deemed necessary or desirable, including
26    provisions, if any, under which the proposed merger may be

 

 

10200SB0116ham001- 9 -LRB102 10457 KTG 25979 a

1    abandoned prior to the filing of the articles of merger by
2    the Secretary of State of this State.
3    (c) The plan required by subsection (b) of this Section
4shall be adopted and approved by the constituent corporation
5or corporations in the same manner as is provided in Sections
611.05, 11.15, and 11.20 of this Act and, in the case of a
7limited liability entity company, in accordance with the terms
8of its operating or partnership agreement, if any, and in
9accordance with the laws under which it was formed.
10    (d) Upon this approval, articles of merger shall be
11executed by each constituent corporation and limited liability
12entity company and filed with the Secretary of State. The
13merger shall become effective for all purposes of the laws of
14this State when and as provided in Section 11.40 of this Act
15with respect to the merger of corporations of this State.
16    (e) If the surviving entity is to be governed by the laws
17of the District of Columbia or any state other than this State,
18it shall file with the Secretary of State of this State an
19agreement that it may be served with process in this State in
20any proceeding for enforcement of any obligation of any
21constituent corporation or limited liability entity company of
22this State, as well as for enforcement of any obligation of the
23surviving corporation or limited liability entity company
24arising from the merger, including any suit or other
25proceeding to enforce the shareholders right to dissent as
26provided in Section 11.70 of this Act, and shall irrevocably

 

 

10200SB0116ham001- 10 -LRB102 10457 KTG 25979 a

1appoint the Secretary of State of this State as its agent to
2accept service of process in any such suit or other
3proceedings.
4    (f) Section 11.50 of this Act shall, insofar as it is
5applicable, apply to mergers between domestic corporations and
6limited liability entities companies.
7    (g) In any merger under this Section, the surviving entity
8shall not engage in any business or exercise any power that a
9domestic corporation or domestic limited liability entity
10company may not otherwise engage in or exercise in this State.
11Furthermore, the surviving entity shall be governed by the
12ownership and control restrictions in Illinois law applicable
13to that type of entity.
14(Source: P.A. 96-1121, eff. 1-1-11.)
 
15    (805 ILCS 5/14.13 new)
16    Sec. 14.13. Report of interim changes of domestic or
17foreign corporations. Any corporation, domestic or foreign,
18may report interim changes in the name, address, or both of its
19officers and directors, its principal office, or its
20minority-owned business status by filing a report under this
21Section containing the following information:
22        (1) The name of the corporation.
23        (2) The address, including street and number, or rural
24    route number, of its registered office in this State, and
25    the name of its registered agent at that address.

 

 

10200SB0116ham001- 11 -LRB102 10457 KTG 25979 a

1        (3) The address, including street and number, or rural
2    route number, of its principal office.
3        (4) The names and respective addresses, including
4    street and number, or rural route number, of its directors
5    and officers.
6    A statement, including the basis therefor, of status as a
7minority-owned business or as a women-owned business as those
8terms are defined in the Business Enterprise for Minorities,
9Women, and Persons with Disabilities Act.
10    The interim report of changes shall be made on forms
11prescribed and furnished by the Secretary of State and shall
12be executed by the corporation by its president, a
13vice-president, secretary, assistant secretary, treasurer, or
14other officer duly authorized by the board of directors of the
15corporation to execute those reports, and verified by him or
16her, or, if the corporation is in the hands of a receiver or
17trustee, it shall be executed on behalf of the corporation and
18verified by the receiver or trustee.
 
19    (805 ILCS 5/15.10)  (from Ch. 32, par. 15.10)
20    Sec. 15.10. Fees for filing documents. The Secretary of
21State shall charge and collect for:
22    (a) Filing articles of incorporation, $150.
23    (b) Filing articles of amendment, $50, unless the
24amendment is a restatement of the articles of incorporation,
25in which case the fee shall be $150.

 

 

10200SB0116ham001- 12 -LRB102 10457 KTG 25979 a

1    (c) Filing articles of merger or consolidation, $100, but
2if the merger or consolidation involves more than 2
3corporations, $50 for each additional corporation.
4    (d) Filing articles of share exchange, $100.
5    (e) Filing articles of dissolution, $5.
6    (f) Filing application to reserve a corporate name, $25.
7    (g) Filing a notice of transfer of a reserved corporate
8name, $25.
9    (h) Filing statement of change of address of registered
10office or change of registered agent, or both, $25.
11    (i) Filing statement of the establishment of a series of
12shares, $25.
13    (j) Filing an application of a foreign corporation for
14authority to transact business in this State, $150.
15    (k) Filing an application of a foreign corporation for
16amended authority to transact business in this State, $25.
17    (l) Filing a copy of amendment to the articles of
18incorporation of a foreign corporation holding authority to
19transact business in this State, $50, unless the amendment is
20a restatement of the articles of incorporation, in which case
21the fee shall be $150.
22    (m) Filing a copy of articles of merger of a foreign
23corporation holding a certificate of authority to transact
24business in this State, $100, but if the merger involves more
25than 2 corporations, $50 for each additional corporation.
26    (n) Filing an application for withdrawal and final report

 

 

10200SB0116ham001- 13 -LRB102 10457 KTG 25979 a

1or a copy of articles of dissolution of a foreign corporation,
2$25.
3    (o) Filing an annual report, interim annual report, or
4final transition annual report of a domestic or foreign
5corporation, $75.
6    (p) Filing an application for reinstatement of a domestic
7or a foreign corporation, $200.
8    (q) Filing an application for use of an assumed corporate
9name, $150 for each year or part thereof ending in 0 or 5, $120
10for each year or part thereof ending in 1 or 6, $90 for each
11year or part thereof ending in 2 or 7, $60 for each year or
12part thereof ending in 3 or 8, $30 for each year or part
13thereof ending in 4 or 9, between the date of filing the
14application and the date of the renewal of the assumed
15corporate name; and a renewal fee for each assumed corporate
16name, $150.
17    (r) To change an assumed corporate name for the period
18remaining until the renewal date of the original assumed name,
19$25.
20    (s) Filing an application for cancellation of an assumed
21corporate name, $5.
22    (t) Filing an application to register the corporate name
23of a foreign corporation, $50; and an annual renewal fee for
24the registered name, $50.
25    (u) Filing an application for cancellation of a registered
26name of a foreign corporation, $25.

 

 

10200SB0116ham001- 14 -LRB102 10457 KTG 25979 a

1    (v) Filing a statement of correction, $50.
2    (w) Filing a petition for refund or adjustment, $5.
3    (x) Filing a statement of election of an extended filing
4month, $25.
5    (y) Filing a report of interim changes, $50.
6    (z) Filing any other statement or report, $5.
7(Source: P.A. 95-331, eff. 8-21-07.)
 
8    (805 ILCS 5/15.35)  (from Ch. 32, par. 15.35)
9    (Section scheduled to be repealed on December 31, 2025)
10    Sec. 15.35. Franchise taxes payable by domestic
11corporations. For the privilege of exercising its franchises
12in this State, each domestic corporation shall pay to the
13Secretary of State the following franchise taxes, computed on
14the basis, at the rates and for the periods prescribed in this
15Act:
16        (a) An initial franchise tax at the time of filing its
17    first report of issuance of shares.
18        (b) An additional franchise tax at the time of filing
19    (1) a report of the issuance of additional shares, or (2) a
20    report of an increase in paid-in capital without the
21    issuance of shares, or (3) an amendment to the articles of
22    incorporation or a report of cumulative changes in paid-in
23    capital, whenever any amendment or such report discloses
24    an increase in its paid-in capital over the amount thereof
25    last reported in any document, other than an annual

 

 

10200SB0116ham001- 15 -LRB102 10457 KTG 25979 a

1    report, interim annual report or final transition annual
2    report required by this Act to be filed in the office of
3    the Secretary of State.
4        (c) An additional franchise tax at the time of filing
5    a report of paid-in capital following a statutory merger
6    or consolidation, which discloses that the paid-in capital
7    of the surviving or new corporation immediately after the
8    merger or consolidation is greater than the sum of the
9    paid-in capital of all of the merged or consolidated
10    corporations as last reported by them in any documents,
11    other than annual reports, required by this Act to be
12    filed in the office of the Secretary of State; and in
13    addition, the surviving or new corporation shall be liable
14    for a further additional franchise tax on the paid-in
15    capital of each of the merged or consolidated corporations
16    as last reported by them in any document, other than an
17    annual report, required by this Act to be filed with the
18    Secretary of State from their taxable year end to the next
19    succeeding anniversary month or, in the case of a
20    corporation which has established an extended filing
21    month, the extended filing month of the surviving or new
22    corporation; however if the taxable year ends within the
23    2-month 2 month period immediately preceding the
24    anniversary month or, in the case of a corporation which
25    has established an extended filing month, the extended
26    filing month of the surviving or new corporation the tax

 

 

10200SB0116ham001- 16 -LRB102 10457 KTG 25979 a

1    will be computed to the anniversary month or, in the case
2    of a corporation which has established an extended filing
3    month, the extended filing month of the surviving or new
4    corporation in the next succeeding calendar year.
5        (d) An annual franchise tax payable each year with the
6    annual report which the corporation is required by this
7    Act to file.
8    (e) On or after January 1, 2020 and prior to January 1,
92021, the first $30 in liability is exempt from the tax imposed
10under this Section. On or after January 1, 2021 and prior to
11January 1, 2022, the first $1,000 in liability is exempt from
12the tax imposed under this Section. On or after January 1, 2022
13and prior to January 1, 2023, the first $10,000 in liability is
14exempt from the tax imposed under this Section. On or after
15January 1, 2023 and prior to January 1, 2024, the first
16$100,000 in liability is exempt from the tax imposed under
17this Section. The provisions of this Section shall not require
18the payment of any franchise tax that would otherwise have
19been due and payable on or after January 1, 2024. There shall
20be no refunds or proration of franchise tax for any taxes due
21and payable on or after January 1, 2024 on the basis that a
22portion of the corporation's taxable year extends beyond
23January 1, 2024. Public Act 101-9 This amendatory Act of the
24101st General Assembly shall not affect any right accrued or
25established, or any liability or penalty incurred prior to
26January 1, 2024.

 

 

10200SB0116ham001- 17 -LRB102 10457 KTG 25979 a

1    (f) This Section is repealed on December 31, 2024 2025.
2(Source: P.A. 101-9, eff. 6-5-19; revised 7-18-19.)
 
3    (805 ILCS 5/15.97)  (from Ch. 32, par. 15.97)
4    (Section scheduled to be repealed on December 31, 2022)
5    Sec. 15.97. Corporate Franchise Tax Refund Fund.
6    (a) Beginning July 1, 1993, a percentage of the amounts
7collected under Sections 15.35, 15.45, 15.65, and 15.75 of
8this Act shall be deposited into the Corporate Franchise Tax
9Refund Fund, a special Fund hereby created in the State
10treasury. From July 1, 1993, until December 31, 1994, there
11shall be deposited into the Fund 3% of the amounts received
12under those Sections. Beginning January 1, 1995, and for each
13fiscal year beginning thereafter, 2% of the amounts collected
14under those Sections during the preceding fiscal year shall be
15deposited into the Fund.
16    (b) Beginning July 1, 1993, moneys in the Fund shall be
17expended exclusively for the purpose of paying refunds payable
18because of overpayment of franchise taxes, penalties, or
19interest under Sections 13.70, 15.35, 15.45, 15.65, 15.75, and
2016.05 of this Act and making transfers authorized under this
21Section. Refunds in accordance with the provisions of
22subsections (f) and (g) of Section 1.15 and Section 1.17 of
23this Act may be made from the Fund only to the extent that
24amounts collected under Sections 15.35, 15.45, 15.65, and
2515.75 of this Act have been deposited in the Fund and remain

 

 

10200SB0116ham001- 18 -LRB102 10457 KTG 25979 a

1available. On or before August 31 of each year, the balance in
2the Fund in excess of $100,000 shall be transferred to the
3General Revenue Fund. Notwithstanding the provisions of this
4subsection, for the period commencing on or after July 1,
52022, amounts in the fund shall not be transferred to the
6General Revenue Fund and shall be used to pay refunds in
7accordance with the provisions of this Act. Within a
8reasonable time after December 31, 2022, the Secretary of
9State shall direct and the Comptroller shall order transferred
10to the General Revenue Fund all amounts remaining in the fund.
11    (c) This Act shall constitute an irrevocable and
12continuing appropriation from the Corporate Franchise Tax
13Refund Fund for the purpose of paying refunds upon the order of
14the Secretary of State in accordance with the provisions of
15this Section.
16    (d) This Section is repealed on December 31, 2024 2022.
17(Source: P.A. 101-9, eff. 6-5-19.)
 
18    Section 10. The Benefit Corporation Act is amended by
19changing Sections 1.10 and 2.01 as follows:
 
20    (805 ILCS 40/1.10)
21    Sec. 1.10. Definitions. As used in this Act, unless the
22context otherwise requires, the words and phrases defined in
23this Section shall have the meanings set forth herein.
24    "Benefit corporation" means a corporation organized under

 

 

10200SB0116ham001- 19 -LRB102 10457 KTG 25979 a

1the Business Corporation Act of 1983 or a foreign benefit
2corporation organized under the laws of another state,
3authorized to transact business in this State, and:
4        (1) which has elected to become subject to this Act;
5    and
6        (2) whose status as a benefit corporation has not been
7    terminated under Section 2.10.
8    "Benefit director" means either:
9        (1) the director designated as the benefit director of
10    a benefit corporation under Section 4.05; or
11        (2) a person with one or more of the powers, duties, or
12    rights of a benefit director to the extent provided in the
13    bylaws pursuant to Section 4.05.
14    "Benefit enforcement proceeding" means a claim or action
15for:
16        (1) the failure of a benefit corporation to pursue or
17    create general public benefit or a specific public benefit
18    set forth in its articles of incorporation; or
19        (2) a violation of an obligation, duty, or standard of
20    conduct under this Act.
21    "Benefit officer" means the individual designated as the
22benefit officer of a benefit corporation under Section 4.15.
23    "General public benefit" means a material positive impact
24on society and the environment, taken as a whole, assessed
25against a third-party standard, from the business and
26operations of a benefit corporation.

 

 

10200SB0116ham001- 20 -LRB102 10457 KTG 25979 a

1    "Independent" means having no material relationship with a
2benefit corporation or a subsidiary of the benefit
3corporation. A person serving as benefit director or benefit
4officer may be considered independent. For the purposes of
5this definition, a percentage of ownership in an entity shall
6be calculated as if all outstanding rights to acquire equity
7interests in the entity have been exercised. A material
8relationship between a person and a benefit corporation or any
9of its subsidiaries will be conclusively presumed to exist if:
10        (1) the person is, or has been within the last 3 years,
11    an employee other than a benefit officer of the benefit
12    corporation or a subsidiary of the benefit corporation;
13        (2) an immediate family member of the person is, or
14    has been within the last 3 years, an executive officer
15    other than a benefit officer of the benefit corporation or
16    its subsidiaries; or
17        (3) there is beneficial or record ownership of 5% or
18    more of the outstanding shares of the benefit corporation
19    by:
20            (A) the person; or
21            (B) an entity:
22                (i) of which the person is a director, an
23            officer, or a manager; or
24                (ii) in which the person owns beneficially or
25            of record 5% or more of the outstanding equity
26            interests.

 

 

10200SB0116ham001- 21 -LRB102 10457 KTG 25979 a

1    "Minimum status vote" means that:
2        (1) in the case of a corporation, in addition to any
3    other approval or vote required by the Business
4    Corporation Act of 1983, the bylaws, or the articles of
5    incorporation:
6            (A) the shareholders of every class or series
7        shall be entitled to vote on the corporate action
8        regardless of a limitation stated in the articles of
9        incorporation or bylaws on the voting rights of any
10        class or series; and
11            (B) the corporate action shall be approved by vote
12        of the outstanding shares of each class or series
13        entitled to vote by at least two-thirds of the votes
14        that all shareholders of the class or series are
15        entitled to cast on the action; and
16        (2) in the case of an entity organized under the laws
17    of this State that is not a corporation, in addition to any
18    other approval, vote, or consent required by the statutory
19    law, if any, that principally governs the internal affairs
20    of the entity or any provision of the publicly filed
21    record or document required to form the entity, if any, or
22    of any agreement binding on some or all of the holders of
23    equity interests in the entity:
24            (A) the holders of every class or series of equity
25        interest in the entity that are entitled to receive a
26        distribution of any kind from the entity shall be

 

 

10200SB0116ham001- 22 -LRB102 10457 KTG 25979 a

1        entitled to vote on or consent to the action
2        regardless of any otherwise applicable limitation on
3        the voting or consent rights of any class or series;
4        and
5            (B) the action must be approved by a vote or
6        consent of at least two-thirds of such holders.
7    "Specific public benefit" means:
8        (1) providing low-income or underserved individuals or
9    communities with beneficial products or services;
10        (2) promoting economic opportunity for individuals or
11    communities beyond the creation of jobs in the ordinary
12    course of business;
13        (3) preserving the environment;
14        (4) improving human health;
15        (5) promoting the arts, sciences or advancement of
16    knowledge;
17        (6) increasing the flow of capital to entities with a
18    public benefit purpose; or
19        (7) the accomplishment of any other particular benefit
20    for society or the environment.
21    "Subsidiary" of a person means an entity in which the
22person owns beneficially or of record 50% or more of the
23outstanding equity interests. For the purposes of this
24subsection, a percentage of ownership in an entity shall be
25calculated as if all outstanding rights to acquire equity
26interests in the entity have been exercised.

 

 

10200SB0116ham001- 23 -LRB102 10457 KTG 25979 a

1    "Third-party standard" means a standard for defining,
2reporting, and assessing overall corporate, social, and
3environmental performance that:
4        (1) is a comprehensive assessment of the impact of the
5    business and the business' operations upon the
6    considerations listed in subdivisions (a)(1)(B) through
7    (a)(1)(E) of Section 4.01;
8        (2) is developed by an entity that has no material
9    financial relationship with the benefit corporation or any
10    of its subsidiaries;
11        (3) is developed by an entity that is not materially
12    financed by any of the following organizations and not
13    more than one-third of the members of the governing body
14    of the entity are representatives of:
15            (A) associations of businesses operating in a
16        specific industry, the performance of whose members is
17        measured by the standard;
18            (B) businesses from a specific industry or an
19        association of businesses in that industry; or
20            (C) businesses whose performance is assessed
21        against the standard; and
22        (4) is developed by an entity that:
23            (A) accesses necessary and appropriate expertise
24        to assess overall corporate social and environmental
25        performance; and
26            (B) uses a balanced multi-stakeholder approach,

 

 

10200SB0116ham001- 24 -LRB102 10457 KTG 25979 a

1        including a public comment period of at least 30 days
2        to develop the standard; and
3        (5) makes the following information regarding the
4    standard publicly available:
5            (A) the factors considered when measuring the
6        overall social and environmental performance of a
7        business and the relative weight, if any, given to
8        each of those factors;
9            (B) the identity of the directors, officers, any
10        material owners, and the governing body of the entity
11        that developed, and controls revisions to, the
12        standard, and the process by which revisions to the
13        standard and changes to the membership of the
14        governing body are made; and
15            (C) an accounting of the sources of financial
16        support for the entity, with sufficient detail to
17        disclose any relationships that could reasonably be
18        considered to present a potential conflict of
19        interest.
20(Source: P.A. 97-885, eff. 1-1-13.)
 
21    (805 ILCS 40/2.01)
22    Sec. 2.01. Formation of benefit corporations. A benefit
23corporation must be formed in accordance with Article 2 of the
24Business Corporation Act of 1983 or be a foreign benefit
25corporation organized under the laws of another state and

 

 

10200SB0116ham001- 25 -LRB102 10457 KTG 25979 a

1authorized to transact business in this State. In addition to
2the formation requirements of that Act, the articles of
3incorporation of a benefit corporation must state that it is a
4benefit corporation in accordance with the provisions of this
5Article.
6(Source: P.A. 97-885, eff. 1-1-13.)
 
7    Section 13. The Limited Liability Company Act is amended
8by adding Sections 35-22 and 45-70 as follows:
 
9    (805 ILCS 180/35-22 new)
10    Sec. 35-22. Revocation of termination.
11    (a) A limited liability company may revoke its termination
12within 90 days after the effective date of termination if the
13limited liability company has not begun to distribute its
14assets or has not commenced a proceeding for court supervision
15of its winding up under Section 35-4.
16    (b) The limited liability company members or managers may
17revoke the termination if a majority of members or managers,
18respectively, approve the revocation.
19    (c) Within 90 days after the termination has been revoked
20by the limited liability company, articles of revocation of
21termination shall be executed and filed in duplicate in
22accordance with Section 5-45 and shall set forth:
23        (1) The name of the limited liability company.
24        (2) The effective date of the termination that was

 

 

10200SB0116ham001- 26 -LRB102 10457 KTG 25979 a

1    revoked.
2        (3) A statement that the limited liability company has
3    not begun to distribute its assets nor has it commenced a
4    proceeding for court supervision of its winding up.
5        (4) The date the revocation of termination was
6    authorized.
7        (5) A statement that the limited liability company
8    members or managers revoked the termination.
9    (d) When the provisions of this Section have been complied
10with, the Secretary of State shall endorse the word "Filed" on
11the duplicate copy of the articles of revocation of
12termination. Failure of the limited liability company to file
13the articles of revocation of termination within the time
14period required in subsection (c) shall not be grounds for the
15Secretary of State to reject the filing, but the limited
16liability company filing beyond the time period shall pay a
17penalty as prescribed by this Act.
18    (e) The revocation of termination is effective on the date
19of filing thereof by the Secretary of State and shall relate
20back and take effect as of the date of termination and the
21limited liability company may resume carrying on business as
22if termination had never occurred.
 
23    (805 ILCS 180/45-70 new)
24    Sec. 45-70. Reinstatement following termination.
25    (a) A voluntarily terminated limited liability company may

 

 

10200SB0116ham001- 27 -LRB102 10457 KTG 25979 a

1be reinstated by the Secretary of State following the date of
2issuance of the notice of termination upon:
3        (1) The filing of an application for reinstatement.
4        (2) The filing with the Secretary of State by the
5    limited liability company of all reports then due and
6    theretofore becoming due.
7        (3) The payment to the Secretary of State of all fees
8    and penalties then due and theretofore becoming due.
9    (b) The application for reinstatement shall be executed
10and filed in duplicate in accordance with Section 5-45 of this
11Act and shall set forth all of the following:
12        (1) The name of the limited liability company at the
13    time of the issuance of the notice of termination.
14        (2) If the name is not available for use as determined
15    by the Secretary of State at the time of filing the
16    application for reinstatement, the name of the limited
17    liability company as changed, provided that any change of
18    name is properly effected under Section 1-10 and Section
19    5-25 of this Act.
20        (3) The date of issuance of the notice of termination.
21        (4) The address, including street and number or rural
22    route number, of the registered office of the limited
23    liability company upon reinstatement thereof and the name
24    of its registered agent at that address upon the
25    reinstatement of the limited liability company, provided
26    that any change from either the registered office or the

 

 

10200SB0116ham001- 28 -LRB102 10457 KTG 25979 a

1    registered agent at the time of termination is properly
2    reported under Section 1-35 of this Act.
3    (c) When a terminated limited liability company has
4complied with the provisions of the Section, the Secretary of
5State shall file the application for reinstatement.
6    (d) Upon the filing of the application for reinstatement,
7the existence of the limited liability company shall be deemed
8to have continued without interruption from the date of the
9issuance of the notice of termination, and the limited
10liability company shall stand revived with the powers, duties,
11and obligations as if it had not been terminated. All acts and
12proceedings of its members, managers, officers, employees, and
13agents, acting or purporting to act in that capacity, and
14which would have been legal and valid but for the termination,
15shall stand ratified and confirmed.
16    (e) Without limiting the generality of subsection (d),
17upon the filing of the application for reinstatement, no
18member, manager, or officer shall be personally liable for the
19debts and liabilities of the limited liability company
20incurred during the period of termination by reason of the
21fact that the limited liability company was terminated at the
22time the debts or liabilities were incurred.
 
23    Section 15. The Uniform Limited Partnership Act (2001) is
24amended by changing Section 1308 as follows:
 

 

 

10200SB0116ham001- 29 -LRB102 10457 KTG 25979 a

1    (805 ILCS 215/1308)
2    Sec. 1308. Department of Business Services Special
3Operations Fund.
4    (a) A special fund in the State Treasury is created and
5shall be known as the Department of Business Services Special
6Operations Fund. Moneys deposited into the Fund shall, subject
7to appropriation, be used by the Department of Business
8Services of the Office of the Secretary of State, hereinafter
9"Department", to create and maintain the capability to perform
10expedited services in response to special requests made by the
11public for same day or 24 hour service. Moneys deposited into
12the Fund shall be used for, but not limited to, expenditures
13for personal services, retirement, Social Security,
14contractual services, equipment, electronic data processing,
15and telecommunications.
16    (b) The balance in the Fund at the end of any fiscal year
17shall not exceed $600,000 and any amount in excess thereof
18shall be transferred to the General Revenue Fund.
19    (c) All fees payable to the Secretary of State under this
20Section shall be deposited into the Fund. No other fees or
21charges collected under this Act shall be deposited into the
22Fund.
23    (d) "Expedited services" means services rendered within
24the same day, or within 24 hours from the time the request
25therefor is submitted by the filer, law firm, service company,
26or messenger physically in person or, at the Secretary of

 

 

10200SB0116ham001- 30 -LRB102 10457 KTG 25979 a

1State's discretion, by electronic means, to the Department's
2Springfield Office or Chicago Office and includes requests for
3certified copies and , photocopies, and certificates of
4existence or abstracts of computer record made to the
5Department's Springfield Office in person or by telephone, or
6requests for certificates of existence or abstracts of
7computer record made in person or by telephone to the
8Department's Chicago Office. A request submitted by electronic
9means may not be considered a request for expedited services
10solely because of its submission by electronic means, unless
11expedited service is requested by the filer.
12    (e) Fees for expedited services shall be as follows:
13        Merger, $200;
14        Certificate of limited partnership, $100;
15        Certificate of amendment, $100;
16        Reinstatement, $100;
17        Application for admission to transact business, $100;
18        Abstract Certificate of existence or abstract of
19    computer record, $20;
20        All other filings, copies of documents, annual renewal
21    reports, and copies of documents of canceled limited
22    partnerships, $50.
23    (f) Filing of annual renewal reports and requests for
24certificates of existence shall be made in real time only,
25without expedited services available.
26(Source: P.A. 100-186, eff. 7-1-18; 100-561, eff. 7-1-18;

 

 

10200SB0116ham001- 31 -LRB102 10457 KTG 25979 a

1101-81, eff. 7-12-19.)".