(805 ILCS 415/102)

Sec. 102. Definitions. In this Act:

"Approve" means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law, and other law to:

(1) propose a transaction subject to this Act;

(2) adopt and approve the terms and conditions of the transaction; and

(3) conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.

"Business corporation" means a corporation whose internal affairs are governed by the Business Corporation Act of 1983 or a similar Act in the jurisdiction of organization.

"Conversion" means a transaction authorized by Article 2.

"Converted entity" means the converting entity as it continues in existence after a conversion.

"Converting entity" means the domestic entity that approves a plan of conversion pursuant to Section 203 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization.

"Domestic entity" means an entity whose internal affairs are governed by the law of this State.

"Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

"Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to Section 303 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization.

"Domestication" means a transaction authorized by Article 3.

"Entity" means:

(1) a business corporation;

(2) a medical corporation;

(3) a nonprofit corporation;

(4) a professional service corporation;

(5) a general partnership, including a limited liability partnership;

(6) a limited partnership, including a limited liability limited partnership; and

(7) a limited liability company.

"Filing entity" means an entity that is created by the filing of an organizing document with the Secretary of State.

"Foreign entity" means an entity other than a domestic entity.

"General partnership" means a partnership whose internal affairs are governed by the Uniform Partnership Act (1997) or a similar Act in the jurisdiction of organization.

"Governance interest" means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee, or proxy, to:

(1) receive or demand access to information concerning, or the books and records of, the entity;

(2) vote for the election of the governors of the entity; or

(3) receive notice of or vote on any or all issues involving the internal affairs of the entity.

"Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.

"Interest" means:

(1) a governance interest in an unincorporated entity;

(2) a transferable interest in an unincorporated entity; or

(3) a share or membership in a corporation.

"Interest holder" means a direct holder of an interest.

"Interest holder liability" means:

(1) personal liability for a liability of an entity that is imposed on a person:

(a) solely by reason of the status of the person as an interest holder; or

(b) by the organic rules of the entity pursuant to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or

(2) an obligation of an interest holder under the organic rules of an entity to contribute to the entity.

"Jurisdiction of organization of an entity" means the jurisdiction whose law includes the organic law of the entity.

"Limited partnership" means a partnership whose internal affairs are governed by the Uniform Limited Partnership Act (2001) or a similar Act in the jurisdiction of organization.

"Limited liability company" means a company whose internal affairs are governed by the Limited Liability Company Act or a similar Act in the jurisdiction of organization.

"Medical corporation" means a corporation whose internal affairs are governed by the Medical Corporation Act or a similar Act in the jurisdiction of organization.

"Nonprofit corporation" means a corporation whose internal affairs are governed by General Not For Profit Corporation Act of 1986 or a similar Act in the jurisdiction of organization.

"Organic law" means the statutes, if any, other than this Act, governing the internal affairs of an entity.

"Organic rules" means the public organic document and private organic rules of an entity.

"Person" means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government, or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

"Plan" means a plan of conversion or domestication.

"Professional service corporation" means a corporation whose internal affairs are governed by the Professional Service Corporation Act or a similar Act in the jurisdiction of organization.

"Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders, and are not part of its public organic document.

"Protected agreement" means:

(1) a record evidencing indebtedness and any related agreement in effect on the effective date of this Act;

(2) an agreement that is binding on an entity on the effective date of this Act;

(3) the organic rules of an entity in effect on the effective date of this Act; or

(4) an agreement that is binding on any of the governors or interest holders of an entity on the effective date of this Act.

"Public organic document" means the public record, the filing of which creates an entity, and any amendment to or restatement of that record.

"Qualified foreign entity" means a foreign entity that is authorized to transact business in this State pursuant to a filing with the Secretary of State.

"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

"Secretary of State" means the governmental entity responsible for accepting and acting on the filing of organizational documents of an entity.

"Sign" means, with present intent to authenticate or adopt a record:

(1) to execute or adopt a tangible symbol; or

(2) to attach to or logically associate with the record an electronic sound, symbol, or process.

(Source: P.A. 100-561, eff. 7-1-18.)