Public Act 098-0720
 
HB4360 EnrolledLRB098 16267 JLS 52415 b


  
    AN ACT concerning business.
  
 
    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 4.05 as follows:
 



    (805 ILCS 5/4.05)  (from Ch. 32, par. 4.05)



    Sec. 4.05. Corporate name of domestic or foreign 
corporation. 

    (a) The corporate name of a domestic corporation or of a 
foreign
corporation organized, existing or subject to the 
provisions of this Act:


        (1) Shall contain, separate and apart from any other 
    word or abbreviation
in such name, the word "corporation", 
    "company", "incorporated", or "limited",
or an 
    abbreviation of one of such words, and if the name of a 
    foreign
corporation does not contain, separate and apart 
    from any other word or
abbreviation, one of such words or 
    abbreviations, the corporation shall add
at the end of its 
    name, as a separate word or abbreviation, one of such
words 
    or an abbreviation of one of such words.


        (2) Shall not contain any word or phrase which 
    indicates or implies
that the corporation (i) is authorized 
    or empowered to conduct the business of
insurance, 
    assurance, indemnity, or the acceptance of savings 
    deposits; (ii) is
authorized or empowered to conduct the 
    business of banking unless otherwise
permitted by the 
    Commissioner of Banks and Real Estate
pursuant to Section

    46 of the Illinois Banking Act; or (iii) is authorized or 
    empowered to be in
the business of a corporate fiduciary 
    unless otherwise permitted by the
Commissioner of Banks and 
    Real Estate under Section 1-9
of the Corporate
Fiduciary 
    Act.  The  word "trust", "trustee", or "fiduciary" may be 
    used by a
corporation only if it has first complied with 
    Section 1-9 of the Corporate
Fiduciary Act.  The word 
    "bank", "banker" or "banking" may only be used by a

    corporation if it has first complied with Section 46 of the 
    Illinois Banking
Act.


        (3) Shall be distinguishable upon the records in the 
    office of the
Secretary of State from the name or assumed 
    name of
any
domestic corporation or limited liability 
    company organized under the Limited
Liability Company Act, 
    whether profit or not for profit, existing under any
Act of 
    this State or of the name or assumed name of any foreign 
    corporation
or foreign limited liability company 
    registered under the Limited Liability
Company Act, 
    whether profit or not for
profit, authorized to transact 
    business in this State, or a name the
exclusive right to 
    which is, at the time, reserved or registered in the
manner 
    provided in this Act or Section 1-15 of the Limited 
    Liability Company
Act, except that, subject to the 
    discretion of the
Secretary of State, a foreign corporation 
    that has a name prohibited by
this paragraph may be issued 
    a certificate of authority to transact
business in this 
    State, if the foreign corporation:


            (i) Elects to adopt an assumed corporate name or 
        names in accordance
with Section 4.15 of this Act; and


            (ii) Agrees in its application for a certificate of 
        authority to
transact business in this State only under 
        such assumed corporate name
or names.


        (4) Shall contain the word "trust", if it be a domestic 
    corporation
organized for the purpose of accepting and 
    executing trusts, shall contain
the word "pawners", if it 
    be a domestic corporation organized as a pawners'
society, 
    and shall contain the word "cooperative", if it be a 
    domestic
corporation organized as a cooperative 
    association for pecuniary profit.


        (5) Shall not contain a word or phrase, or an 
    abbreviation or derivation
thereof, the use of which is 
    prohibited or restricted by any other statute
of this State 
    unless such restriction has been complied with.


        (6) Shall consist of letters of the English alphabet, 
    Arabic or Roman
numerals, or symbols capable of being 
    readily reproduced by the office of
the Secretary of State.


        (7) Shall be the name under which the corporation shall 
    transact business
in this State unless the corporation 
    shall also elect to adopt an assumed
corporate name or 
    names as provided in this Act; provided, however, that
the 
    corporation may use any divisional designation or trade 
    name without
complying with the requirements of this Act, 
    provided the corporation also
clearly discloses its 
    corporate name.


        (8) (Blank).

        (9) Shall not, as to any corporation organized or 
    amending its corporate name  on or after  the effective date 
    of this amendatory Act of the 96th General Assembly, 
    without the express written consent of the United States 
    Olympic Committee, contain the words:  (i) "Olympic"; (ii) 
    "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v) 
    "Citius Altius Fortius"; or (vi) "CHICOG"; or (vii) 
    "Chicago 2016".
    (b) The Secretary of State shall determine whether a name 
is
"distinguishable" from another name for purposes of this 
Act.  Without
excluding other names which may not constitute 
distinguishable names in
this State, a name is not considered 
distinguishable, for purposes of this
Act, solely because it 
contains one or more of the following:


        (1) the word "corporation", "company", "incorporated", 
    or "limited",
"limited liability" or
an abbreviation of one 
    of such words;


        (2) articles, conjunctions, contractions, 
    abbreviations, different tenses
or number of the same word;

    (c) Nothing in this Section or Sections 4.15 or 4.20 shall:


        (1) Require any domestic corporation existing or any 
    foreign
corporation having a certificate of authority on 
    the effective date of this
Act, to modify or otherwise 
    change its corporate name or assumed corporate
name, if 
    any.


        (2) Abrogate or limit the common law or statutory law 
    of unfair
competition or unfair trade practices, nor 
    derogate from the common law or
principles of equity or the 
    statutes of this State or of the United States
with respect 
    to the right to acquire and protect copyrights, trade 
    names,
trade marks, service names, service marks, or any 
    other right to the
exclusive use of names or symbols.

(Source: P.A. 96-7, eff. 4-3-09.)

 
    Section 10. The Limited Liability Company Act is amended  by 
changing Sections 1-10, 35-3, 37-40, and 45-15 as follows:
 



    (805 ILCS 180/1-10)



    Sec. 1-10. Limited liability company name. 

    (a) The name of each limited liability company or foreign 
limited liability company organized, existing, or subject to 
the provisions of this Act as set
forth in its articles of 
organization:


        (1) shall contain the terms "limited liability

    company", "L.L.C.", or "LLC", or, if organized as a 
    low-profit limited liability company under Section 1-26 of 
    this Act, shall contain the term "L3C";


        (2) may not contain a word or phrase, or an

    abbreviation or derivation thereof, the use of which is

    prohibited or restricted by any other statute of this
State 
    unless the restriction has been complied with;


        (3) shall consist of letters of the English
alphabet, 
    Arabic or Roman numerals, or symbols capable
of being 
    readily reproduced by the Office of the
Secretary of State;


        (4) shall not contain any of the following terms:

    "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.,"

    "Co.," "Limited Partnership" or "L.P.";


        (5) shall be the name under which the limited
liability 
    company transacts business in this State
unless the limited 
    liability company also elects to
adopt an assumed name or 
    names as provided in this Act;
provided, however, that the 
    limited liability company
may use any divisional 
    designation or trade name without
complying with the 
    requirements of this Act, provided
the limited liability 
    company also clearly discloses its
name;


        (6) shall not contain any word or phrase that indicates 
    or implies that
the limited liability company is authorized 
    or empowered to be in the business
of a corporate fiduciary 
    unless otherwise permitted by the Commissioner of the

    Office of Banks and Real Estate under Section 1-9 of the 
    Corporate Fiduciary
Act.  The word "trust", "trustee", or 
    "fiduciary" may be used by a limited
liability company only 
    if it has first complied with Section 1-9 of the
Corporate 
    Fiduciary Act;


        (7) shall contain the word "trust", if it is a limited 
    liability company
organized for the purpose of accepting 
    and executing trusts; and

        (8) shall not, as to any limited liability company 
    organized or amending its company  name on or after April 3, 
    2009 (the effective date of Public Act 96-7), without the 
    express written consent of the United States Olympic 
    Committee, contain the words:  (i) "Olympic"; (ii) 
    "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v) 
    "Citius Altius Fortius"; or (vi) "CHICOG"; or (vii) 
    "Chicago 2016".
    (b) Nothing in this Section or Section 1-20 shall
abrogate 
or limit the common law or statutory law of unfair
competition 
or unfair trade practices, nor derogate from the
common law or 
principles of equity or the statutes of this
State or of the 
United States of America with respect to the
right to acquire 
and protect copyrights, trade names,
trademarks, service 
marks, service names, or any other right
to the exclusive use 
of names or symbols.

    (c) (Blank).

    (d) The name shall be distinguishable upon the records
in 
the Office of the Secretary of State from all of the following:


        (1) Any limited liability company that has
articles of 
    organization filed with the Secretary of
State under 
    Section 5-5.


        (2) Any foreign limited liability company admitted
to 
    transact business in this State.


        (3) Any name for which an exclusive right has been

    reserved in the Office of the Secretary of State
under 
    Section 1-15.


        (4) Any assumed name that is registered with the

    Secretary of State under Section 1-20.


        (5) Any corporate name or assumed corporate name of a 
    domestic or
foreign corporation subject to the provisions 
    of Section 4.05 of the
Business Corporation Act of 1983
or 
    Section 104.05 of the General Not For Profit Corporation 
    Act of 1986.

    (e) The provisions of subsection (d) of this Section
shall 
not apply if the organizer files with the Secretary of
State a 
certified copy of a final decree of a court of
competent 
jurisdiction establishing the prior right of the
applicant to 
the use of that name in this State.

    (f) The Secretary of State shall determine whether a
name 
is "distinguishable" from another name for the purposes
of this 
Act.  Without excluding other names that may not
constitute 
distinguishable names in this State, a name is not
considered 
distinguishable, for purposes of this Act, solely
because it 
contains one or more of the following:


        (1) The word "limited", "liability" or "company"
or an 
    abbreviation of one of those words.


        (2) Articles, conjunctions, contractions,

    abbreviations, or different tenses or number of the same

    word.

(Source: P.A. 96-7, eff. 4-3-09; 96-126, eff. 1-1-10; 96-1000, 
eff. 7-2-10.)

 



    (805 ILCS 180/35-3)



    Sec. 35-3. Limited liability company continues after 
dissolution. 

    (a) Subject to subsections (b) and (c) of this
Section, a 
limited liability company
continues after
dissolution only for 
the purpose of winding up its business.

    (b) At any time after the dissolution of a limited 
liability company and
before the winding up of its business is 
completed, the members, including a
dissociated member whose 
dissociation caused the dissolution, may unanimously
waive the 
right to have the company's business wound up and the company

terminated. Any such waiver shall take effect upon  In that 
case:


        (1) (blank); the limited liability company resumes 
    carrying on its business as if
dissolution had never 
    occurred and any liability incurred by the
company or a 
    member after the dissolution and before the waiver is 
    determined
as if the dissolution had never occurred; and


        (2) (blank); the rights of a third party accruing under 
    subsection (a) of Section
35-7 or arising
out of conduct in 
    reliance on the dissolution before the third party knew
or 
    received a notification of the waiver are not adversely 
    affected.
        (3) the filing with the Secretary of State by the 
    limited liability company of all reports then due and 
    theretofore becoming due;
        (4) the payment to the Secretary of State by the 
    limited liability company of all fees and penalties then 
    due and theretofore becoming due; and 

        (5) the filing of articles of revocation of dissolution 
    setting forth:
            (A) the name of the limited liability company at 
        the time of filing the articles of dissolution;
            (B) if the name is not available for use as 
        determined by the Secretary of State at the time of 
        filing the articles of revocation of dissolution, the 
        name of the limited liability company as changed, 
        provided that any change of name is properly effected 
        under Section 1-10 and Section 5-25 of this Act;
            (C) the effective date of the dissolution that was 
        revoked;
            (D) the date that the revocation of dissolution was 
        authorized;
            (E) a statement that the members have unanimously 
        waived the right to have the company's business wound 
        up and the company terminated; and
            (F) the address, including street and number or 
        rural route number, of the registered office of the 
        limited liability company upon revocation of 
        dissolution and the name of its registered agent at 
        that address upon the revocation of dissolution of the 
        limited liability company, provided that any change 
        from either the registered office or the registered 
        agent at the time of dissolution is properly reported 
        under Section 1-35 of this Act.
    Upon compliance with the provisions of this subsection, the 
Secretary of State shall file the articles of revocation of 
dissolution.  Upon filing of the articles of revocation of 
dissolution:
        (i) the limited liability company resumes carrying on 
    its business as if dissolution had never occurred, and any 
    liability incurred by the limited liability company or a 
    member after the dissolution and before the waiver is 
    determined as if the dissolution had never occurred; and
        (ii) the rights of a third party accruing under 
    subsection (a) of Section 35-7 or arising out of conduct in 
    reliance on the dissolution before the third party knew or 
    received a notification of the waiver are not adversely 
    affected. 
    (c) Unless otherwise provided in the articles of 
organization or the
operating
agreement, the limited liability 
company is not dissolved and is not required
to be wound up if:


        (1) within 6 months or such period as is provided for 
    in the articles of
organization or the operating agreement 
    after the occurrence of the event that
caused the 
    dissociation of the last remaining member, the personal

    representative of the last remaining member agrees in 
    writing to continue the
limited liability company until the 
    admission of the personal representative of
that member or 
    its nominee or designee to the limited liability company as 
    a
member, effective as of the occurrence of the event that 
    caused the
dissociation of the last remaining member, 
    provided that the articles of
organization or the operating 
    agreement may provide that the personal
representative of 
    the last remaining member shall be
obligated to agree in 
    writing to continue the limited liability company and to

    the
admission of the personal representative of that member 
    or its nominee or
designee to the limited liability company 
    as a member, effective as of the
occurrence of the event 
    that caused the dissociation of the last remaining
member;

    or


        (2) a member is admitted to the limited liability 
    company in the manner
provided for in the articles of 
    organization or the operating agreement,
effective as of 
    the occurrence of the event that caused the dissociation of 
    the
last remaining member, within 6 months or such other 
    period as is provided for
in the operating agreement after 
    the occurrence of the event that caused the
dissociation of 
    the last remaining member, pursuant to a provision of the

    articles of organization or the operating agreement that 
    specifically provides
for the admission of a member to the 
    limited liability company after there is
no longer a 
    remaining member of the limited liability company.

(Source: P.A. 93-59, eff. 7-1-03.)

 
    (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 contain the entire name of the limited liability 
company, as set forth in its articles of 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 contain 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. 94-607, eff. 8-16-05; 95-368, eff. 8-23-07.)
 



    (805 ILCS 180/45-15)



    Sec. 45-15. Name. A foreign limited liability
company may 
be admitted to transact business in this State
under any name 
(whether or not it is the name under which it
is formed in the 
jurisdiction of its formation) that complies with the 
provisions of Section 1-10 would be
available to a limited 
liability company.  However,
if the name is different from the 
name under which it is
formed in its jurisdiction of 
organization, the foreign
limited liability company shall also 
file an assumed name
application in accordance with Section 
1-20.

(Source: P.A. 87-1062.)

 
 
    Section 99. Effective date. This Act takes effect July 1, 
2014. 
  


Effective Date:  7/16/2014