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91_SB0567ham001
LRB9103879DJdvam01
1 AMENDMENT TO SENATE BILL 567
2 AMENDMENT NO. . Amend Senate Bill 567 as follows:
3 by replacing the title with the following:
4 "AN ACT concerning business organizations, amending named
5 Acts."; and
6 on page 1, below line 4, by inserting the following:
7 "Section 2. The Business Corporation Act of 1983 is
8 amended by changing Section 7.65 as follows:
9 (805 ILCS 5/7.65) (from Ch. 32, par. 7.65)
10 Sec. 7.65. Voting trust agreement.
11 (a) One or more Any number of shareholders of a
12 corporation may create a voting trust for the purpose of
13 conferring upon a trustee or trustees the right to vote or
14 otherwise represent their shares for a stated duration, which
15 may be perpetual or for a fixed period or may be determined
16 by the occurrence of a stated condition or conditions, for a
17 period of not to exceed ten years, by entering into a written
18 voting trust agreement specifying the terms and conditions of
19 the voting trust, and by transferring the subject their
20 shares to such trustee or trustees pursuant to for the
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1 purposes of the agreement. If the agreement or any amendment
2 thereto does not contain a stated duration, the trust shall
3 terminate 10 years after the agreement first became
4 effective.
5 (b) No voting Any such trust agreement shall be not
6 become effective until a counterpart of the agreement is
7 deposited with the corporation at the corporation's its
8 registered office. The counterpart of the voting trust
9 agreement so deposited with the corporation shall be subject
10 to the same right of examination by a shareholder of the
11 corporation, in person or by agent or attorney, as is the
12 record of shareholders of the corporation, and shall be
13 subject to examination as provided in Section 7.75 by any
14 holder of a beneficial interest in the voting trust as if
15 that holder were a shareholder, either in person or by agent
16 or attorney, at any reasonable time for any proper purpose.
17 (c) The rule against perpetuities does not apply to any
18 voting trust created in accordance with this Section.
19 (d) Every voting trust agreement entered into pursuant
20 to this Section is specifically enforceable in accordance
21 with the principles of equity.
22 (e) The changes made by this amendatory Act of the 91st
23 General Assembly apply only to voting trust agreements that
24 are:
25 (1) entered into after the effective date of this
26 amendatory Act of the 91st General Assembly; or
27 (2) amended after the effective date of this
28 amendatory Act of the 91st General Assembly to include a
29 stated duration in accordance with subsection (a).
30 (Source: P.A. 83-1025.)"; and
31 on page 2, below line 13, by inserting the following:
32 "Section 10. The Revised Uniform Limited Partnership Act
33 is amended by changing Section 108 as follows:
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1 (805 ILCS 210/108) (from Ch. 106 1/2, par. 151-9)
2 Sec. 108. Assumed Name.
3 (a) A limited partnership or a foreign limited
4 partnership admitted to transact business in this State may
5 elect to adopt an assumed name that complies with the
6 requirements of Section 102 of this Act except the
7 requirement that the name contain the words "limited
8 partnership" or the abbreviation "L.P.".
9 (b) As used in this Act, "assumed name" means any name
10 other than the true name of a limited partnership or the name
11 under which a foreign limited partnership is admitted to
12 transact business in this State, except that the following do
13 not constitute the use of an assumed name under this Act:
14 (1) The identification by a limited partnership or
15 foreign limited partnership of its business with a
16 trademark or service mark of which it is the owner or
17 licensed user shall not constitute the use of an assumed
18 name under this Act.
19 (2) The use of a name of a division, not
20 constituting a separate limited partnership and not
21 containing the words "limited partnership" or an
22 abbreviation of those words, provided that the limited
23 partnership also clearly discloses its true name.
24 (c) Before transacting any business in this State under
25 an assumed name or names, the limited partnership or foreign
26 limited partnership shall, for each assumed name, execute and
27 file in accordance with Section 204 or 903 of this Act, as
28 applicable, an application setting forth:
29 (1) the true name of the limited partnership or the
30 name under which the foreign limited partnership is
31 admitted to transact business in this State;
32 (2) the State or other jurisdiction under the laws
33 of which it is formed;
34 (3) that it intends to transact business under an
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1 assumed name; and
2 (4) the assumed name which it proposes to use.
3 (d) The right to use an assumed name shall be effective
4 from the date of filing by the Secretary of State until the
5 first day of the anniversary month of the limited partnership
6 or foreign limited partnership that falls within the next
7 calendar year evenly divisible by 5, however, if an
8 application is filed within the 3 months immediately
9 preceding the anniversary month of a limited partnership or
10 foreign limited partnership that falls within a calendar year
11 evenly divisible by 5, the right to use the assumed name
12 shall be effective until the first day of the anniversary
13 month of the limited partnership or foreign limited
14 partnership that falls within the next succeeding year evenly
15 divisible by 5.
16 (e) A limited partnership or foreign limited partnership
17 may renew the right to use its assumed name or names, if any,
18 within the 60 days preceding the expiration of such right,
19 for a period of 5 years, by making an election to do so on a
20 form prescribed by the Secretary of State and by paying the
21 renewal fee as prescribed by this Act.
22 (f) Any limited partnership or foreign limited
23 partnership may change or cancel any or all of its assumed
24 names by executing and filing, in duplicate, an application
25 setting forth:
26 (1) the true name of the limited partnership or the
27 name under which the foreign limited partnership is
28 admitted to transact business in this State;
29 (2) the state or country under the laws of which it
30 is organized;
31 (3) a statement that it intends to cease
32 transacting business under an assumed name by changing or
33 cancelling it;
34 (4) the assumed name to be changed or cancelled;
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1 (5) the assumed name which the limited partnership
2 or foreign limited partnership proposes to use, if it is
3 to be changed.
4 (g) Upon the filing of an application to change an
5 assumed name, the limited partnership or foreign limited
6 partnership shall have the right to use such assumed name for
7 the period authorized by subsection (d) of this Section.
8 (h) The right to use an assumed name shall be cancelled
9 by the Secretary of State:
10 (1) if the limited partnership or foreign limited
11 partnership fails to renew an assumed name;
12 (2) if the limited partnership or foreign limited
13 partnership has filed an application to change or cancel
14 an assumed name;
15 (3) if a limited partnership's certificate of
16 limited partnership or certificate to be governed by this
17 Act has been cancelled;
18 (4) if a foreign limited partnership's application
19 for admission to transact business has been cancelled.
20 (i) Any limited partnership or foreign limited
21 partnership carrying on, conducting or transacting business
22 under an assumed name which shall fail to comply with the
23 provisions of this Section shall be subject to the penalty
24 provisions in Section 5 of "An Act in relation to the use of
25 an assumed name in the conduct or transaction of business in
26 this State", approved July 17, 1941, as amended.
27 (Source: P.A. 86-820; 86-836.)".