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.