Public Act 094-0607
 		





SB0504 Enrolled
LRB094 05337 RXD 35381 b






    AN ACT concerning business.

 
    Be it enacted by the People of the State of Illinois,
 
represented in the General Assembly:


 
    Section 5. The Limited Liability Company Act is amended  by 
changing Section 50-10 and  by adding Section 37-40 as follows:
 
    (805 ILCS 180/37-40  new)
    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) The name of the series with limited liability must 
contain the entire name of the limited liability company and be 
distinguishable from the names of the other series set forth in 
the articles of organization.

    (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, on a later date if so specified in the articles of 
organization or certificate of designation, 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 filed 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 Section 35 of this Act.

    (n) If a limited liability company with a 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.

 



    (805 ILCS 180/50-10)



    Sec. 50-10. Fees. 

    (a) The Secretary of State shall charge and collect in

accordance with the provisions of this Act and rules

promulgated under its authority all of the following:


        (1) Fees for filing documents.


        (2) Miscellaneous charges.


        (3) Fees for the sale of lists of filings and for 
    copies
of any documents.

    (b) The Secretary of State shall charge and collect for
all 
of the following:


        (1) Filing articles of organization of limited

    liability companies (domestic), application for
admission 
    (foreign), and restated articles of
organization 
    (domestic), $500. Notwithstanding the foregoing, the fee 
    for filing articles of organization (domestic), 
    application for admission (foreign), and restated articles 
    of organization (domestic) in connection with a limited 
    liability company with a series pursuant to Section 37-40 
    of this Act is $750.



        (2) Filing amendments:


            (A) For other than change of registered agent name 
        or registered
office,
or both, $150.


            (B) For the purpose of changing the registered 
        agent name or registered
office, or both, $35.


        (3) Filing articles of dissolution or
application
for 
    withdrawal, $100.


        (4) Filing an application to reserve a name, $300.


        (5) (Blank).


        (6) Filing a notice of a transfer of a reserved
name, 
    $100.


        (7) Registration of a name, $300.


        (8) Renewal of registration of a name, $100.


        (9) Filing an application for use of an assumed
name 
    under Section 1-20 of this Act, $150 for each
year or part 
    thereof ending in 0 or 5, $120 for each year or
part 
    thereof ending in 1 or 6, $90 for each year or part thereof 
    ending in 2 or
7, $60 for each year or part thereof ending 
    in 3 or 8, $30 for each year or
part thereof ending in 4 or 
    9, and a renewal for each assumed name, $150.


        (10) Filing an application for change of an assumed

    name, $100.


        (11) Filing an annual report of a limited liability

    company or foreign limited liability company, $250, if

    filed as required by this Act, plus a penalty if

    delinquent. Notwithstanding the foregoing, the fee for 
    filing an annual report of a limited liability company or 
    foreign limited liability company is $250 plus $50 for each 
    series for which a certificate of designation has been 
    filed pursuant to Section 37-40 of this Act, plus a penalty 
    if delinquent.



        (12) Filing an application for reinstatement of a

    limited liability company or foreign limited liability

    company
$500.


        (13) Filing Articles of Merger, $100 plus $50 for each 
    party to the
merger in excess of the first 2 parties.


        (14) Filing an Agreement of Conversion or Statement of 
    Conversion, $100.


        (15) Filing a statement of correction, $25.


        (16) Filing a petition for refund, $15.


        (17) Filing any other document, $100.

        (18) Filing a certificate of designation of a limited 
    liability company with a series pursuant to Section 37-40 
    of this Act, $50.

    (c) The Secretary of State shall charge and collect all
of 
the following:


        (1) For furnishing a copy or certified copy of any

    document, instrument, or paper relating to a limited

    liability company or foreign limited liability company,
$1 
    per page, but not less than $25, and $25 for the

    certificate and for affixing the seal thereto.


        (2) For the transfer of information by computer
process 
    media to any purchaser, fees established by
rule.

(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 12-1-03; 93-59, 
eff. 7-1-03;
revised 9-5-03.)

 

    Section 99. Effective date. This Act takes effect July 1, 
2005.