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| [ Introduced ] | [ Engrossed ] | [ House Amendment 001 ] |
91_SB0567enr SB567 Enrolled LRB9103879DJcd 1 AN ACT concerning business organizations, amending named 2 Acts. 3 Be it enacted by the People of the State of Illinois, 4 represented in the General Assembly: 5 Section 2. The Business Corporation Act of 1983 is 6 amended by changing Section 7.65 as follows: 7 (805 ILCS 5/7.65) (from Ch. 32, par. 7.65) 8 Sec. 7.65. Voting trustagreement. 9 (a) One or moreAny number ofshareholdersof a10corporationmay create a voting trust for the purpose of 11 conferring upon a trustee or trustees the right to vote or 12 otherwise represent their shares for a stated duration, which 13 may be perpetual or for a fixed period or may be determined 14 by the occurrence of a stated condition or conditions, for a15period of not to exceed ten years, by entering into a written 16 voting trust agreement specifying the terms and conditions of 17 the voting trust, and by transferring the subjecttheir18 shares to such trustee or trustees pursuant tofor the19purposes ofthe agreement. If the agreement or any amendment 20 thereto does not contain a stated duration, the trust shall 21 terminate 10 years after the agreement first became 22 effective. 23 (b) No votingAny suchtrust agreement shall benot24becomeeffective until a counterpart of the agreement is 25 depositedwith the corporationat the corporation'sits26 registered office. The counterpart of the voting trust 27 agreement so depositedwith the corporationshall be subject 28 tothe same right of examination by a shareholder of the29corporation, in person or by agent or attorney, as is the30record of shareholders of the corporation, and shall be31subject toexamination as provided in Section 7.75 by any SB567 Enrolled -2- LRB9103879DJcd 1 holder of a beneficial interest in the voting trust as if 2 that holder were a shareholder, either in person or by agent3or attorney, at any reasonable time for any proper purpose. 4 (c) The rule against perpetuities does not apply to any 5 voting trust created in accordance with this Section. 6 (d) Every voting trust agreement entered into pursuant 7 to this Section is specifically enforceable in accordance 8 with the principles of equity. 9 (e) The changes made by this amendatory Act of the 91st 10 General Assembly apply only to voting trust agreements that 11 are: 12 (1) entered into after the effective date of this 13 amendatory Act of the 91st General Assembly; or 14 (2) amended after the effective date of this 15 amendatory Act of the 91st General Assembly to include a 16 stated duration in accordance with subsection (a). 17 (Source: P.A. 83-1025.) 18 Section 5. The General Not For Profit Corporation Act of 19 1986 is amended by changing Sections 101.15 and 110.05 as 20 follows: 21 (805 ILCS 105/101.15) (from Ch. 32, par. 101.15) 22 Sec. 101.15. Statement of correction. (a) Whenever any 23 instrument authorized to be filed with the Secretary of State 24 under any provision of this Act has been so filed and, as of 25 the date of the action therein referred to, contains any 26 misstatement of fact, typographical error, error of 27 transcription or any other error or defect, or was 28 defectively or erroneously executed, such instrument may be 29 corrected by filing, in accordance with Section 101.10 of 30 this Act, a statement of correction. 31 (b) A statement of correction shall set forth: 32 (1) The name or names of the corporation or corporations SB567 Enrolled -3- LRB9103879DJcd 1 and the State or country under the laws of which each is 2 organized. 3 (2) The title of the instrument being corrected and the 4 date it was filed by the Secretary of State. 5 (3) The inaccuracy, error or defect to be corrected and 6 the portion of the instrument in corrected form. 7 (c) A statement of correction shall be executed in the 8 same manner in which the instrument being corrected was 9 required to be executed. 10 (d) The corrected instrument shall be effective as of 11 the date the original instrument was filed. 12 (e) A statement of correction shall not: 13 (1) Effect any change or amendment of articles which 14 would not in all respects have complied with the requirements 15 of this Act; 16 (2) Take the place of any document, statement or report 17 otherwise required to be filed by this Act; 18 (3) Affect any right or liability accrued or incurred 19 before such filing, except that any right or liability 20 accrued or incurred by reason of the error or defect being 21 corrected shall be extinguished by such filing if the person 22 having such right has not detrimentally relied on the 23 original instrument; 24 (4) Alter the provisions of the articles of 25 incorporation with respect to the corporation name or purpose 26 or the names and addresses of the incorporators or initial 27 directors; 28 (5) Alter the provisions of the application for 29 certificate of authority of a foreign corporation with 30 respect to the corporation name; 31 (6) Alter the provisions of the application to adopt or 32 change an assumed corporate name with respect to the assumed 33 corporate name; or 34 (7) Alter the wording of any resolution which was in SB567 Enrolled -4- LRB9103879DJcd 1 fact adopted by the board of directors or by the members 2 entitled to vote. 3 (Source: P.A. 84-1423.) 4 (805 ILCS 105/110.05) (from Ch. 32, par. 110.05) 5 Sec. 110.05. Authority to amend articles of 6 incorporation. (a) A corporation may amend its articles of 7 incorporation at any time and from time to time to add a new 8 provision or to change or remove an existing provision, 9 provided that the articles as amended contain only such 10 provisions as are required or permitted in original articles 11 of incorporation at the time of amendment. The articles as 12 amended must contain all the provisions required by 13 subsection (a) of Section 102.10 of this Act except that the 14 names and addresses of the initial directors may be omitted 15removedand the names of the initial registered agent or the 16 address of the initial registered office may be omitted 17removed if a statement of change is on file. 18 (b) A corporation whose period of duration as provided 19 in the articles of incorporation has expired may amend its 20 articles of incorporation to revive its articles and extend 21 the period of corporate duration, including making the 22 duration perpetual, at any time within 5 years after the date 23 of expiration. 24 (Source: P.A. 84-1423.) 25 Section 10. The Revised Uniform Limited Partnership Act 26 is amended by changing Section 108 as follows: 27 (805 ILCS 210/108) (from Ch. 106 1/2, par. 151-9) 28 Sec. 108. Assumed Name. 29 (a) A limited partnership or a foreign limited 30 partnership admitted to transact business in this State may 31 elect to adopt an assumed name that complies with the SB567 Enrolled -5- LRB9103879DJcd 1 requirements of Section 102 of this Act except the 2 requirement that the name contain the words "limited 3 partnership" or the abbreviation "L.P.". 4 (b) As used in this Act, "assumed name" means any name 5 other than the true name of a limited partnership or the name 6 under which a foreign limited partnership is admitted to 7 transact business in this State, except that the following do 8 not constitute the use of an assumed name under this Act: 9 (1) The identification by a limited partnership or 10 foreign limited partnership of its business with a 11 trademark or service mark of which it is the owner or 12 licensed usershall not constitute the use of an assumed13name under this Act. 14 (2) The use of a name of a division, not 15 constituting a separate limited partnership and not 16 containing the words "limited partnership" or an 17 abbreviation of those words, provided that the limited 18 partnership also clearly discloses its true name. 19 (c) Before transacting any business in this State under 20 an assumed name or names, the limited partnership or foreign 21 limited partnership shall, for each assumed name, execute and 22 file in accordance with Section 204 or 903 of this Act, as 23 applicable, an application setting forth: 24 (1) the true name of the limited partnership or the 25 name under which the foreign limited partnership is 26 admitted to transact business in this State; 27 (2) the State or other jurisdiction under the laws 28 of which it is formed; 29 (3) that it intends to transact business under an 30 assumed name; and 31 (4) the assumed name which it proposes to use. 32 (d) The right to use an assumed name shall be effective 33 from the date of filing by the Secretary of State until the 34 first day of the anniversary month of the limited partnership SB567 Enrolled -6- LRB9103879DJcd 1 or foreign limited partnership that falls within the next 2 calendar year evenly divisible by 5, however, if an 3 application is filed within the 3 months immediately 4 preceding the anniversary month of a limited partnership or 5 foreign limited partnership that falls within a calendar year 6 evenly divisible by 5, the right to use the assumed name 7 shall be effective until the first day of the anniversary 8 month of the limited partnership or foreign limited 9 partnership that falls within the next succeeding year evenly 10 divisible by 5. 11 (e) A limited partnership or foreign limited partnership 12 may renew the right to use its assumed name or names, if any, 13 within the 60 days preceding the expiration of such right, 14 for a period of 5 years, by making an election to do so on a 15 form prescribed by the Secretary of State and by paying the 16 renewal fee as prescribed by this Act. 17 (f) Any limited partnership or foreign limited 18 partnership may change or cancel any or all of its assumed 19 names by executing and filing, in duplicate, an application 20 setting forth: 21 (1) the true name of the limited partnership or the 22 name under which the foreign limited partnership is 23 admitted to transact business in this State; 24 (2) the state or country under the laws of which it 25 is organized; 26 (3) a statement that it intends to cease 27 transacting business under an assumed name by changing or 28 cancelling it; 29 (4) the assumed name to be changed or cancelled; 30 (5) the assumed name which the limited partnership 31 or foreign limited partnership proposes to use, if it is 32 to be changed. 33 (g) Upon the filing of an application to change an 34 assumed name, the limited partnership or foreign limited SB567 Enrolled -7- LRB9103879DJcd 1 partnership shall have the right to use such assumed name for 2 the period authorized by subsection (d) of this Section. 3 (h) The right to use an assumed name shall be cancelled 4 by the Secretary of State: 5 (1) if the limited partnership or foreign limited 6 partnership fails to renew an assumed name; 7 (2) if the limited partnership or foreign limited 8 partnership has filed an application to change or cancel 9 an assumed name; 10 (3) if a limited partnership's certificate of 11 limited partnership or certificate to be governed by this 12 Act has been cancelled; 13 (4) if a foreign limited partnership's application 14 for admission to transact business has been cancelled. 15 (i) Any limited partnership or foreign limited 16 partnership carrying on, conducting or transacting business 17 under an assumed name which shall fail to comply with the 18 provisions of this Section shall be subject to the penalty 19 provisions in Section 5 of "An Act in relation to the use of 20 an assumed name in the conduct or transaction of business in 21 this State", approved July 17, 1941, as amended. 22 (Source: P.A. 86-820; 86-836.)