| ||||
| Public Act 099-0608 | ||||
| ||||
| ||||
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.
| ||