Public Act 099-0608
 
HB4449 EnrolledLRB099 16147 KTG 40473 b

    AN ACT concerning business organizations.
 
    Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
 
    Section 5. The Business Corporation Act of 1983 is amended
by changing Section 1.10 as follows:
 
    (805 ILCS 5/1.10)  (from Ch. 32, par. 1.10)
    Sec. 1.10. Forms, execution, acknowledgment and filing.
    (a) All reports required by this Act to be filed in the
office of the Secretary of State shall be made on forms which
shall be prescribed and furnished by the Secretary of State.
Forms for all other documents to be filed in the office of the
Secretary of State shall be furnished by the Secretary of State
on request therefor, but the use thereof, unless otherwise
specifically prescribed in this Act, shall not be mandatory.
    (b) Whenever any provision of this Act specifically
requires any document to be executed by the corporation in
accordance with this Section, unless otherwise specifically
stated in this Act and subject to any additional provisions of
this Act, such document shall be executed, in ink, as follows:
        (1) The articles of incorporation, and any other
    document to be filed before the election of the initial
    board of directors if the initial directors were not named
    in the articles of incorporation, shall be signed by the
    incorporator or incorporators.
        (2) All other documents shall be signed:
            (i) By the president, a vice-president, the
        secretary, an assistant secretary, the treasurer, or
        other officer duly authorized by the board of directors
        of the corporation to execute the document and verified
        by him or her; or
            (ii) If it shall appear from the document that
        there are no such officers, then by a majority of the
        directors or by such directors as may be designated by
        the board; or
            (iii) If it shall appear from the document that
        there are no such officers or directors, then by the
        holders of record, or such of them as may be designated
        by the holders of record of a majority of all
        outstanding shares; or
            (iv) By the holders of all outstanding shares; or
            (v) If the corporate assets are in the possession
        of a receiver, trustee or other court appointed
        officer, then by the fiduciary or the majority of them
        if there are more than one.
    (c) The name of a person signing the document and the
capacity in which he or she signs shall be stated beneath or
opposite his or her signature.
    (d) Whenever any provision of this Act requires any
document to be verified, such requirement is satisfied by
either:
        (1) The formal acknowledgment by the person or one of
    the persons signing the instrument that it is his or her
    act and deed or the act and deed of the corporation, as the
    case may be, and that the facts stated therein are true.
    Such acknowledgment shall be made before a person who is
    authorized by the law of the place of execution to take
    acknowledgments of deeds and who, if he or she has a seal
    of office, shall affix it to the instrument.
        (2) The signature, without more, of the person or
    persons signing the instrument, in which case such
    signature or signatures shall constitute the affirmation
    or acknowledgment of the signatory, under penalties of
    perjury, that the instrument is his or her act and deed or
    the act and deed of the corporation, as the case may be,
    and that the facts stated therein are true.
    (e) Whenever any provision of this Act requires any
document to be filed with the Secretary of State or in
accordance with this Section, such requirement means that:
        (1) The original signed document, and if in duplicate
    as provided by this Act, one true copy, which may be
    signed, carbon or photocopy, shall be delivered to the
    office of the Secretary of State.
        (2) All fees, taxes and charges authorized by law to be
    collected by the Secretary of State in connection with the
    filing of the document shall be tendered to the Secretary
    of State.
        (3) If the Secretary of State finds that the document
    conforms to law, he or she shall, when all fees, taxes and
    charges have been paid as in this Act prescribed:
            (i) Endorse on the original and on the true copy,
        if any, the word "filed" and the month, day and year
        thereof;
            (ii) File the original in his or her office;
            (iii) (Blank); or
            (iv) If the filing is in duplicate, he or she shall
        return one true copy to the corporation or its
        representative.
    (f) If another Section of this Act specifically prescribes
a manner of filing or executing a specified document which
differs from the corresponding provisions of this Section, then
the provisions of such other Section shall govern.
(Source: P.A. 96-1121, eff. 1-1-11.)
 
    Section 10. The General Not For Profit Corporation Act of
1986 is amended by changing Sections 101.10, 112.35, and 112.40
as follows:
 
    (805 ILCS 105/101.10)  (from Ch. 32, par. 101.10)
    Sec. 101.10. Forms, execution, acknowledgment and filing.
    (a) All reports required by this Act to be filed in the
office of the Secretary of State shall be made on forms which
shall be prescribed and furnished by the Secretary of State.
Forms for all other documents to be filed in the office of the
Secretary of State shall be furnished by the Secretary of State
on request therefor, but the use thereof, unless otherwise
specifically prescribed in this Act, shall not be mandatory.
    (b) Whenever any provision of this Act specifically
requires any document to be executed by the corporation in
accordance with this Section, unless otherwise specifically
stated in this Act and subject to any additional provisions of
this Act, such document shall be executed, in ink, as follows:
        (1) The articles of incorporation shall be signed by
    the incorporator or incorporators.
        (2) All other documents shall be signed:
            (i) By the president, a vice-president, the
        secretary, an assistant secretary, the treasurer, or
        other officer duly authorized by the board of directors
        of the corporation to execute the document and verified
        by him or her; or
            (ii) If it shall appear from the document that
        there are no such officers, then by a majority of the
        directors or by such directors as may be designated by
        the board; or
            (iii) If it shall appear from the document that
        there are no such officers or directors, then by the
        members, or such of them as may be designated by the
        members at a lawful meeting; or
            (iv) If the corporate assets are in the possession
        of a receiver, trustee or other court-appointed
        officer, then by the fiduciary or the majority of them
        if there are more than one.
    (c) The name of a person signing the document and the
capacity in which he or she signs shall be stated beneath or
opposite his or her signature.
    (d) Whenever any provision of this Act requires any
document to be verified, such requirement is satisfied by
either:
        (1) The formal acknowledgment by the person or one of
    the persons signing the instrument that it is his or her
    act and deed or the act and deed of the corporation, as the
    case may be, and that the facts stated therein are true.
    Such acknowledgment shall be made before a person who is
    authorized by the law of the place of execution to take
    acknowledgments of deeds and who, if he or she has a seal
    of office, shall affix it to the instrument; or
        (2) The signature, without more, of the person or
    persons signing the instrument, in which case such
    signature or signatures shall constitute the affirmation
    or acknowledgment of the signatory, under penalties of
    perjury, that the instrument is his or her act and deed or
    the act and deed of the corporation, as the case may be,
    and that the facts stated therein are true.
    (e) Whenever any provision of this Act requires any
document to be filed with the Secretary of State or in
accordance with this Section, such requirement means that:
        (1) The original signed document, and if in duplicate
    as provided by this Act, one true copy, which may be
    signed, or carbon or photocopy shall be delivered to the
    office of the Secretary of State.
        (2) All fees and charges authorized by law to be
    collected by the Secretary of State in connection with the
    filing of the document shall be tendered to the Secretary
    of State.
        (3) If the Secretary of State finds that the document
    conforms to law, he or she shall, when all fees and charges
    have been paid as in this Act prescribed:
            (i) Endorse on the original and on the true copy,
        if any, the word "filed" and the month, day and year
        thereof;
            (ii) File the original in his or her office;
            (iii) (Blank); and
            (iv) If the filing is in duplicate, he or she shall
        return the copy to the corporation or its
        representative.
    (f) If another Section of this Act specifically prescribes
a manner of filing or executing a specified document which
differs from the corresponding provisions of this Section, then
the provisions of such other Section shall govern.
(Source: P.A. 96-1121, eff. 1-1-11.)
 
    (805 ILCS 105/112.35)  (from Ch. 32, par. 112.35)
    Sec. 112.35. Grounds for administrative dissolution. The
Secretary of State may dissolve any corporation
administratively if:
    (a) It has failed to file its annual report as required by
this Act before the first day of the anniversary month of the
corporation of the year in which such annual report becomes
due;
    (b) It has failed to file in the office of the Secretary of
State any report after the expiration of the period prescribed
in this Act for filing such report;
    (c) It has failed to pay any fees or charges prescribed by
this Act;
    (d) It has failed to appoint and maintain a registered
agent in this State;
    (e) It has misrepresented any material matter in any
application, report, affidavit, or other document filed by the
corporation pursuant to this Act; or
    (f) The Secretary of State receives notification from a
local liquor commissioner, pursuant to Section 4-4(3) of "The
Liquor Control Act of 1934," as now or hereafter amended, that
an organization incorporated under this Act and functioning as
a club has violated that Act by selling or offering for sale at
retail alcoholic liquors without a retailer's license; or .
    (g) It has failed to elect and maintain at least 3
directors in accordance with Section 108.10 of this Act.
(Source: P.A. 92-33, eff. 7-1-01.)
 
    (805 ILCS 105/112.40)  (from Ch. 32, par. 112.40)
    Sec. 112.40. Procedure for administrative dissolution.
    (a) After the Secretary of State determines that one or
more grounds exist under Section 112.35 of this Act for the
administrative dissolution of a corporation, he or she shall
send by regular mail to each delinquent corporation a Notice of
Delinquency to its registered office, or, if the corporation
has failed to maintain a registered office, then to the
president or other principal officer at the last known office
of said officer. Failure to receive such notice shall not
relieve the corporation of its obligation to pay the filing fee
and any penalties due or invalidate the validity thereof.
    (b) If the corporation does not correct the default within
90 days following such notice, the Secretary of State shall
thereupon dissolve the corporation by issuing a certificate of
dissolution that recites the ground or grounds for dissolution
and its effective date. The Secretary of State shall file the
original of the certificate in his or her office and mail one
copy to the corporation at its registered office or, if the
corporation has failed to maintain a registered office, then to
the president or other principal officer at the last known
office of said officer.
    (c) The administrative dissolution of a corporation
terminates its corporate existence and such a dissolved
corporation shall not thereafter carry on any affairs, provided
however, that such a dissolved corporation may take all action
authorized under Section 112.75 of this Act or as otherwise
necessary or appropriate to wind up and liquidate its affairs
under Section 112.30 of this Act.
(Source: P.A. 98-776, eff. 1-1-15.)
 
    Section 15. The Limited Liability Company Act is amended by
changing Sections 35-25 and 37-40 as follows:
 
    (805 ILCS 180/35-25)
    Sec. 35-25. Grounds for administrative dissolution. The
Secretary of State may dissolve any limited liability company
administratively if:
        (1) it has failed to file its annual report and pay its
    fee as required by this Act before the first day of the
    anniversary month or has failed to pay any fees, penalties,
    or charges required by this Act;
        (2) it has failed to file in the Office of the
    Secretary of State any report after the expiration of the
    period prescribed in this Act for filing the report;
        (2.5) it has misrepresented any material matter in any
    application, report, affidavit, or other document
    submitted by the limited liability company under this Act;
        (3) it has failed to appoint and maintain a registered
    agent in Illinois in accordance with the provisions of this
    Act within 60 days after a registered agent's notice of
    resignation under Section 1-35;
        (4) a manager or member to whom interrogatories have
    been propounded by the Secretary of State as provided in
    Section 5-60 of this Act fails to answer the
    interrogatories fully and to timely file the answer in the
    office of the Secretary of State; or
        (5) it has tendered payment to the Secretary of State
    which is returned due to insufficient funds, a closed
    account, or for any other reason, and acceptable payment
    has not been subsequently tendered.
(Source: P.A. 98-171, eff. 8-5-13.)
 
    (805 ILCS 180/37-40)
    Sec. 37-40. Series of members, managers or limited
liability company interests.
    (a) An operating agreement may establish or provide for the
establishment of designated series of members, managers or
limited liability company interests having separate rights,
powers or duties with respect to specified property or
obligations of the limited liability company or profits and
losses associated with specified property or obligations, and
to the extent provided in the operating agreement, any such
series may have a separate business purpose or investment
objective.
    (b) Notwithstanding anything to the contrary set forth in
this Section or under other applicable law, in the event that
an operating agreement creates one or more series, and if
separate and distinct records are maintained for any such
series and the assets associated with any such series are held
(directly or indirectly, including through a nominee or
otherwise) and accounted for separately from the other assets
of the limited liability company, or any other series thereof,
and if the operating agreement so provides, and notice of the
limitation on liabilities of a series as referenced in this
subsection is set forth in the articles of organization of the
limited liability company and if the limited liability company
has filed a certificate of designation for each series which is
to have limited liability under this Section, then the debts,
liabilities and obligations incurred, contracted for or
otherwise existing with respect to a particular series shall be
enforceable against the assets of such series only, and not
against the assets of the limited liability company generally
or any other series thereof, and unless otherwise provided in
the operating agreement, none of the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise
existing with respect to the limited liability company
generally or any other series thereof shall be enforceable
against the assets of such series. The fact that the articles
of organization contain the foregoing notice of the limitation
on liabilities of a series and a certificate of designation for
a series is on file in the Office of the Secretary of State
shall constitute notice of such limitation on liabilities of a
series. A series with limited liability shall be treated as a
separate entity to the extent set forth in the articles of
organization. Each series with limited liability may, in its
own name, contract, hold title to assets, grant security
interests, sue and be sued and otherwise conduct business and
exercise the powers of a limited liability company under this
Act. The limited liability company and any of its series may
elect to consolidate their operations as a single taxpayer to
the extent permitted under applicable law, elect to work
cooperatively, elect to contract jointly or elect to be treated
as a single business for purposes of qualification to do
business in this or any other state. Such elections shall not
affect the limitation of liability set forth in this Section
except to the extent that the series have specifically accepted
joint liability by contract.
    (c) Except in the case of a foreign limited liability
company that has adopted an assumed name pursuant to Section
45-15, the name of the series with limited liability must
commence with the entire name of the limited liability company,
as set forth in its articles of organization incorporation, and
be distinguishable from the names of the other series set forth
in the articles of organization. In the case of a foreign
limited liability company that has adopted an assumed name
pursuant to Section 45-15, the name of the series with limited
liability must commence with the entire name, as set forth in
the foreign limited liability company's assumed name
application, under which the foreign limited liability company
has been admitted to transact business in this State.
    (d) Upon the filing of the certificate of designation with
the Secretary of State setting forth the name of each series
with limited liability, the series' existence shall begin, and
each of the duplicate copies stamped "Filed" and marked with
the filing date shall be conclusive evidence, except as against
the State, that all conditions precedent required to be
performed have been complied with and that the series has been
or shall be legally organized and formed under this Act. If
different from the limited liability company, the certificate
of designation for each series shall list the names of the
members if the series is member managed or the names of the
managers if the series is manager managed. The name of a series
with limited liability under subsection (b) of this Section may
be changed by filing with the Secretary of State a certificate
of designation identifying the series whose name is being
changed and the new name of such series. If not the same as the
limited liability company, the names of the members of a member
managed series or of the managers of a manager managed series
may be changed by filing a new certificate of designation with
the Secretary of State. A series with limited liability under
subsection (b) of this Section may be dissolved by filing with
the Secretary of State a certificate of designation identifying
the series being dissolved or by the dissolution of the limited
liability company as provided in subsection (m) of this
Section. Certificates of designation may be executed by the
limited liability company or any manager, person or entity
designated in the operating agreement for the limited liability
company.
    (e) A series of a limited liability company will be deemed
to be in good standing as long as the limited liability company
is in good standing.
    (f) The registered agent and registered office for the
limited liability company in Illinois shall serve as the agent
and office for service of process in Illinois for each series.
    (g) An operating agreement may provide for classes or
groups of members or managers associated with a series having
such relative rights, powers and duties as the operating
agreement may provide, and may make provision for the future
creation of additional classes or groups of members or managers
associated with the series having such relative rights, powers
and duties as may from time to time be established, including
rights, powers and duties senior to existing classes and groups
of members or managers associated with the series.
    (h) A series may be managed by either the member or members
associated with the series or by a manager or managers chosen
by the members of such series, as provided in the operating
agreement. Unless otherwise provided in an operating
agreement, the management of a series shall be vested in the
members associated with such series.
    (i) An operating agreement may grant to all or certain
identified members or managers or a specified class or group of
the members or managers associated with a series the right to
vote separately or with all or any class or group of the
members or managers associated with the series, on any matter.
An operating agreement may provide that any member or class or
group of members associated with a series shall have no voting
rights.
    (j) Except to the extent modified in this Section, the
provisions of this Act which are generally applicable to
limited liability companies, their managers, members and
transferees shall be applicable to each particular series with
respect to the operation of such series.
    (k) Except as otherwise provided in an operating agreement,
any event under this Act or in an operating agreement that
causes a manager to cease to be a manager with respect to a
series shall not, in itself, cause such manager to cease to be
a manager of the limited liability company or with respect to
any other series thereof.
    (l) Except as otherwise provided in an operating agreement,
any event under this Act or an operating agreement that causes
a member to cease to be associated with a series shall not, in
itself, cause such member to cease to be associated with any
other series or terminate the continued membership of a member
in the limited liability company or cause the termination of
the series, regardless of whether such member was the last
remaining member associated with such series.
    (m) Except to the extent otherwise provided in the
operating agreement, a series may be dissolved and its affairs
wound up without causing the dissolution of the limited
liability company. The dissolution of a series established in
accordance with subsection (b) of this Section shall not affect
the limitation on liabilities of such series provided by
subsection (b) of this Section. A series is terminated and its
affairs shall be wound up upon the dissolution of the limited
liability company under Article 35 of this Act.
    (n) If a limited liability company with the ability to
establish series does not register to do business in a foreign
jurisdiction for itself and certain of its series, a series of
a limited liability company may itself register to do business
as a limited liability company in the foreign jurisdiction in
accordance with the laws of the foreign jurisdiction.
    (o) If a foreign limited liability company, as permitted in
the jurisdiction of its organization, has established a series
having separate rights, powers or duties and has limited the
liabilities of such series so that the debts, liabilities and
obligations incurred, contracted for or otherwise existing
with respect to a particular series are enforceable against the
assets of such series only, and not against the assets of the
limited liability company generally or any other series
thereof, or so that the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with
respect to the limited liability company generally or any other
series thereof are not enforceable against the assets of such
series, then the limited liability company, on behalf of itself
or any of its series, or any of its series on their own behalf
may register to do business in the State in accordance with
Section 45-5 of this Act. The limitation of liability shall be
so stated on the application for admission as a foreign limited
liability company and a certificate of designation shall be
filed for each series being registered to do business in the
State by the limited liability company. Unless otherwise
provided in the operating agreement, the debts, liabilities and
obligations incurred, contracted for or otherwise existing
with respect to a particular series of such a foreign limited
liability company shall be enforceable against the assets of
such series only, and not against the assets of the foreign
limited liability company generally or any other series thereof
and none of the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to
such a foreign limited liability company generally or any other
series thereof shall be enforceable against the assets of such
series.
(Source: P.A. 98-720, eff. 7-16-14.)
 
    Section 99. Effective date. This Act takes effect July 1,
2016.