Full Text of HB0363 99th General Assembly
HB0363enr 99TH GENERAL ASSEMBLY |
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| 1 | | AN ACT concerning business.
| 2 | | Be it enacted by the People of the State of Illinois,
| 3 | | represented in the General Assembly:
| 4 | | Section 5. The General Not For Profit Corporation Act of | 5 | | 1986 is amended by changing Section 112.35 as follows:
| 6 | | (805 ILCS 105/112.35) (from Ch. 32, par. 112.35)
| 7 | | Sec. 112.35. Grounds for administrative dissolution. The | 8 | | Secretary of State may dissolve any corporation
| 9 | | administratively if:
| 10 | | (a) It has failed to file its annual report as required by
| 11 | | this Act before the first day of the anniversary month of
the | 12 | | corporation of the year in which such annual report
becomes | 13 | | due;
| 14 | | (b) It has failed to file in the office of the Secretary of
| 15 | | State any report after the expiration of the period
prescribed | 16 | | in this Act for filing such report;
| 17 | | (c) It has failed to pay any fees or charges prescribed by | 18 | | this Act;
| 19 | | (d) It has failed to appoint and maintain a registered
| 20 | | agent in this State;
| 21 | | (e) It has misrepresented any material matter in any | 22 | | application,
report, affidavit, or other document filed by the | 23 | | corporation pursuant to this
Act; or
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| 1 | | (f) The Secretary of State receives notification from a
| 2 | | local liquor commissioner, pursuant to Section 4-4(3) of
"The | 3 | | Liquor Control Act of 1934," as now or hereafter
amended, that | 4 | | an organization incorporated under this Act
and functioning as | 5 | | a club has violated that Act by selling
or offering for sale at | 6 | | retail alcoholic liquors without a
retailer's license.
| 7 | | (g) It has failed to elect and maintain at least 3 | 8 | | directors in accordance with Section 108.10 of this Act. | 9 | | (Source: P.A. 92-33, eff. 7-1-01.)
| 10 | | Section 10. The Limited Liability Company Act is amended by | 11 | | changing Sections 1-10, 35-25, and 37-40 as follows:
| 12 | | (805 ILCS 180/1-10)
| 13 | | Sec. 1-10. Limited liability company name.
| 14 | | (a) The name of each limited liability company or foreign | 15 | | limited liability company organized, existing, or subject to | 16 | | the provisions of this Act:
| 17 | | (1) shall contain the terms "limited liability
| 18 | | company", "L.L.C.", or "LLC", or, if organized as a | 19 | | low-profit limited liability company under Section 1-26 of | 20 | | this Act, shall contain the term "L3C";
| 21 | | (2) may not contain a word or phrase, or an
| 22 | | abbreviation or derivation thereof, the use of which is
| 23 | | prohibited or restricted by any other statute of this
State | 24 | | unless the restriction has been complied with;
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| 1 | | (3) shall consist of letters of the English
alphabet, | 2 | | Arabic or Roman numerals, or symbols capable
of being | 3 | | readily reproduced by the Office of the
Secretary of State;
| 4 | | (4) shall not contain any of the following terms:
| 5 | | "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.,"
| 6 | | "Co.," "Company", except as the final word in the complete | 7 | | phrase "limited liability company" as provided in | 8 | | paragraph (1), "Limited Partnership" , or "L.P. ", "Limited | 9 | | Liability Limited Partnership", "L.L.L.P.", "Limited | 10 | | Liability Partnership", or "L.L.P. ";
| 11 | | (5) shall be the name under which the limited
liability | 12 | | company transacts business in this State
unless the limited | 13 | | liability company also elects to
adopt an assumed name or | 14 | | names as provided in this Act;
provided, however, that the | 15 | | limited liability company
may use any divisional | 16 | | designation or trade name without
complying with the | 17 | | requirements of this Act, provided
the limited liability | 18 | | company also clearly discloses its
name;
| 19 | | (6) shall not contain any word or phrase that indicates | 20 | | or implies that
the limited liability company is authorized | 21 | | or empowered to be in the business
of a corporate fiduciary | 22 | | unless otherwise permitted by the Commissioner of the
| 23 | | Office of Banks and Real Estate under Section 1-9 of the | 24 | | Corporate Fiduciary
Act. The word "trust", "trustee", or | 25 | | "fiduciary" may be used by a limited
liability company only | 26 | | if it has first complied with Section 1-9 of the
Corporate |
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| 1 | | Fiduciary Act;
| 2 | | (7) shall contain the word "trust", if it is a limited | 3 | | liability company
organized for the purpose of accepting | 4 | | and executing trusts; and
| 5 | | (8) shall not, as to any limited liability company | 6 | | organized or amending its company name on or after April 3, | 7 | | 2009 (the effective date of Public Act 96-7), without the | 8 | | express written consent of the United States Olympic | 9 | | Committee, contain the words: (i) "Olympic"; (ii) | 10 | | "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v) | 11 | | "Citius Altius Fortius"; or (vi) "CHICOG". | 12 | | (b) Nothing in this Section or Section 1-20 shall
abrogate | 13 | | or limit the common law or statutory law of unfair
competition | 14 | | or unfair trade practices, nor derogate from the
common law or | 15 | | principles of equity or the statutes of this
State or of the | 16 | | United States of America with respect to the
right to acquire | 17 | | and protect copyrights, trade names,
trademarks, service | 18 | | marks, service names, or any other right
to the exclusive use | 19 | | of names or symbols.
| 20 | | (c) (Blank).
| 21 | | (d) The name shall be distinguishable upon the records
in | 22 | | the Office of the Secretary of State from all of the following:
| 23 | | (1) Any limited liability company that has
articles of | 24 | | organization filed with the Secretary of
State under | 25 | | Section 5-5.
| 26 | | (2) Any foreign limited liability company admitted
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| 1 | | transact business in this State.
| 2 | | (3) Any name for which an exclusive right has been
| 3 | | reserved in the Office of the Secretary of State
under | 4 | | Section 1-15.
| 5 | | (4) Any assumed name that is registered with the
| 6 | | Secretary of State under Section 1-20.
| 7 | | (5) Any corporate name or assumed corporate name of a | 8 | | domestic or
foreign corporation subject to the provisions | 9 | | of Section 4.05 of the
Business Corporation Act of 1983
or | 10 | | Section 104.05 of the General Not For Profit Corporation | 11 | | Act of 1986.
| 12 | | (e) The provisions of subsection (d) of this Section
shall | 13 | | not apply if the organizer files with the Secretary of
State a | 14 | | certified copy of a final decree of a court of
competent | 15 | | jurisdiction establishing the prior right of the
applicant to | 16 | | the use of that name in this State.
| 17 | | (f) The Secretary of State shall determine whether a
name | 18 | | is "distinguishable" from another name for the purposes
of this | 19 | | Act. Without excluding other names that may not
constitute | 20 | | distinguishable names in this State, a name is not
considered | 21 | | distinguishable, for purposes of this Act, solely
because it | 22 | | contains one or more of the following:
| 23 | | (1) The word "limited", "liability" or "company"
or an | 24 | | abbreviation of one of those words.
| 25 | | (2) Articles, conjunctions, contractions,
| 26 | | abbreviations, or different tenses or number of the same
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| 1 | | word.
| 2 | | (Source: P.A. 98-720, eff. 7-16-14.)
| 3 | | (805 ILCS 180/35-25)
| 4 | | Sec. 35-25. Grounds for administrative dissolution. The | 5 | | Secretary of State may dissolve any limited liability
company | 6 | | administratively if:
| 7 | | (1) it has failed to file its annual report and pay its
| 8 | | fee as required by this Act before the first day of the
| 9 | | anniversary month or has failed to pay any fees, penalties, | 10 | | or charges required by this Act;
| 11 | | (2) it has failed to file in the Office of the
| 12 | | Secretary of State any report after the expiration of the | 13 | | period prescribed in this Act for filing the report;
| 14 | | (2.5) it has misrepresented any material matter in any | 15 | | application, report, affidavit, or other document | 16 | | submitted by the limited liability company under this Act; | 17 | | (3) it has failed to appoint and maintain a registered
| 18 | | agent in Illinois in accordance with the provisions of this | 19 | | Act within 60 days after a registered agent's notice of
| 20 | | resignation under Section 1-35 ;
| 21 | | (4) a manager or member to whom interrogatories have | 22 | | been propounded by the Secretary of State as provided in | 23 | | Section 5-60 of this Act fails to answer the | 24 | | interrogatories fully and to timely file the answer in the | 25 | | office of the Secretary of State; or |
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| 1 | | (5) it has tendered payment to the Secretary of State | 2 | | which is returned due to insufficient funds, a closed | 3 | | account, or for any other reason, and acceptable payment | 4 | | has not been subsequently tendered. | 5 | | (Source: P.A. 98-171, eff. 8-5-13.)
| 6 | | (805 ILCS 180/37-40) | 7 | | Sec. 37-40. Series of members, managers or limited | 8 | | liability company interests. | 9 | | (a) An operating agreement may establish or provide for the | 10 | | establishment of designated series of members, managers or | 11 | | limited liability company interests having separate rights, | 12 | | powers or duties with respect to specified property or | 13 | | obligations of the limited liability company or profits and | 14 | | losses associated with specified property or obligations, and | 15 | | to the extent provided in the operating agreement, any such | 16 | | series may have a separate business purpose or investment | 17 | | objective.
| 18 | | (b) Notwithstanding anything to the contrary set forth in | 19 | | this Section or under other applicable law, in the event that | 20 | | an operating agreement creates one or more series, and if | 21 | | separate and distinct records are maintained for any such | 22 | | series and the assets associated with any such series are held | 23 | | (directly or indirectly, including through a nominee or | 24 | | otherwise) and accounted for separately from the other assets | 25 | | of the limited liability company, or any other series thereof, |
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| 1 | | and if the operating agreement so provides, and notice of the | 2 | | limitation on liabilities of a series as referenced in this | 3 | | subsection is set forth in the articles of organization of the | 4 | | limited liability company and if the limited liability company | 5 | | has filed a certificate of designation for each series which is | 6 | | to have limited liability under this Section, then the debts, | 7 | | liabilities and obligations incurred, contracted for or | 8 | | otherwise existing with respect to a particular series shall be | 9 | | enforceable against the assets of such series only, and not | 10 | | against the assets of the limited liability company generally | 11 | | or any other series thereof, and unless otherwise provided in | 12 | | the operating agreement, none of the debts, liabilities, | 13 | | obligations and expenses incurred, contracted for or otherwise | 14 | | existing with respect to the limited liability company | 15 | | generally or any other series thereof shall be enforceable | 16 | | against the assets of such series. The fact that the articles | 17 | | of organization contain the foregoing notice of the limitation | 18 | | on liabilities of a series and a certificate of designation for | 19 | | a series is on file in the Office of the Secretary of State | 20 | | shall constitute notice of such limitation on liabilities of a | 21 | | series. A series with limited liability shall be treated as a | 22 | | separate entity to the extent set forth in the articles of | 23 | | organization. Each series with limited liability may, in its | 24 | | own name, contract, hold title to assets, grant security | 25 | | interests, sue and be sued and otherwise conduct business and | 26 | | exercise the powers of a limited liability company under this |
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| 1 | | Act. The limited liability company and any of its series may | 2 | | elect to consolidate their operations as a single taxpayer to | 3 | | the extent permitted under applicable law, elect to work | 4 | | cooperatively, elect to contract jointly or elect to be treated | 5 | | as a single business for purposes of qualification to do | 6 | | business in this or any other state. Such elections shall not | 7 | | affect the limitation of liability set forth in this Section | 8 | | except to the extent that the series have specifically accepted | 9 | | joint liability by contract.
| 10 | | (c) Except in the case of a foreign limited liability | 11 | | company that has adopted an assumed name pursuant to Section | 12 | | 45-15, the name of the series with limited liability must | 13 | | commence with the entire name of the limited liability company, | 14 | | as set forth in its articles of organization incorporation , and | 15 | | be distinguishable from the names of the other series set forth | 16 | | in the articles of organization.
In the case of a foreign | 17 | | limited liability company that has adopted an assumed name | 18 | | pursuant to Section 45-15, the name of the series with limited | 19 | | liability must commence with the entire name, as set forth in | 20 | | the foreign limited liability company's assumed name | 21 | | application, under which the foreign limited liability company | 22 | | has been admitted to transact business in this State.
| 23 | | (d) Upon the filing of the certificate of designation with | 24 | | the Secretary of State setting forth the name of each series | 25 | | with limited liability, the series' existence shall begin, and | 26 | | each of the duplicate copies stamped "Filed" and marked with |
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| 1 | | the filing date shall be conclusive evidence, except as against | 2 | | the State, that all conditions precedent required to be | 3 | | performed have been complied with and that the series has been | 4 | | or shall be legally organized and formed under this Act. If | 5 | | different from the limited liability company, the certificate | 6 | | of designation for each series shall list the names of the | 7 | | members if the series is member managed or the names of the | 8 | | managers if the series is manager managed. The name of a series | 9 | | with limited liability under subsection (b) of this Section may | 10 | | be changed by filing with the Secretary of State a certificate | 11 | | of designation identifying the series whose name is being | 12 | | changed and the new name of such series. If not the same as the | 13 | | limited liability company, the names of the members of a member | 14 | | managed series or of the managers of a manager managed series | 15 | | may be changed by filing a new certificate of designation with | 16 | | the Secretary of State. A series with limited liability under | 17 | | subsection (b) of this Section may be dissolved by filing with | 18 | | the Secretary of State a certificate of designation identifying | 19 | | the series being dissolved or by the dissolution of the limited | 20 | | liability company as provided in subsection (m) of this | 21 | | Section. Certificates of designation may be executed by the | 22 | | limited liability company or any manager, person or entity | 23 | | designated in the operating agreement for the limited liability | 24 | | company.
| 25 | | (e) A series of a limited liability company will be deemed | 26 | | to be in good standing as long as the limited liability company |
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| 1 | | is in good standing.
| 2 | | (f) The registered agent and registered office for the | 3 | | limited liability company in Illinois shall serve as the agent | 4 | | and office for service of process in Illinois for each series.
| 5 | | (g) An operating agreement may provide for classes or | 6 | | groups of members or managers associated with a series having | 7 | | such relative rights, powers and duties as the operating | 8 | | agreement may provide, and may make provision for the future | 9 | | creation of additional classes or groups of members or managers | 10 | | associated with the series having such relative rights, powers | 11 | | and duties as may from time to time be established, including | 12 | | rights, powers and duties senior to existing classes and groups | 13 | | of members or managers associated with the series.
| 14 | | (h) A series may be managed by either the member or members | 15 | | associated with the series or by a manager or managers chosen | 16 | | by the members of such series, as provided in the operating | 17 | | agreement. Unless otherwise provided in an operating | 18 | | agreement, the management of a series shall be vested in the | 19 | | members associated with such series.
| 20 | | (i) An operating agreement may grant to all or certain | 21 | | identified members or managers or a specified class or group of | 22 | | the members or managers associated with a series the right to | 23 | | vote separately or with all or any class or group of the | 24 | | members or managers associated with the series, on any matter. | 25 | | An operating agreement may provide that any member or class or | 26 | | group of members associated with a series shall have no voting |
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| 1 | | rights.
| 2 | | (j) Except to the extent modified in this Section, the | 3 | | provisions of this Act which are generally applicable to | 4 | | limited liability companies, their managers, members and | 5 | | transferees shall be applicable to each particular series with | 6 | | respect to the operation of such series.
| 7 | | (k) Except as otherwise provided in an operating agreement, | 8 | | any event under this Act or in an operating agreement that | 9 | | causes a manager to cease to be a manager with respect to a | 10 | | series shall not, in itself, cause such manager to cease to be | 11 | | a manager of the limited liability company or with respect to | 12 | | any other series thereof.
| 13 | | (l) Except as otherwise provided in an operating agreement, | 14 | | any event under this Act or an operating agreement that causes | 15 | | a member to cease to be associated with a series shall not, in | 16 | | itself, cause such member to cease to be associated with any | 17 | | other series or terminate the continued membership of a member | 18 | | in the limited liability company or cause the termination of | 19 | | the series, regardless of whether such member was the last | 20 | | remaining member associated with such series.
| 21 | | (m) Except to the extent otherwise provided in the | 22 | | operating agreement, a series may be dissolved and its affairs | 23 | | wound up without causing the dissolution of the limited | 24 | | liability company. The dissolution of a series established in | 25 | | accordance with subsection (b) of this Section shall not affect | 26 | | the limitation on liabilities of such series provided by |
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| 1 | | subsection (b) of this Section. A series is terminated and its | 2 | | affairs shall be wound up upon the dissolution of the limited | 3 | | liability company under Article 35 of this Act.
| 4 | | (n) If a limited liability company with the ability to | 5 | | establish series does not register to do business in a foreign | 6 | | jurisdiction for itself and certain of its series, a series of | 7 | | a limited liability company may itself register to do business | 8 | | as a limited liability company in the foreign jurisdiction in | 9 | | accordance with the laws of the foreign jurisdiction.
| 10 | | (o) If a foreign limited liability company, as permitted in | 11 | | the jurisdiction of its organization, has established a series | 12 | | having separate rights, powers or duties and has limited the | 13 | | liabilities of such series so that the debts, liabilities and | 14 | | obligations incurred, contracted for or otherwise existing | 15 | | with respect to a particular series are enforceable against the | 16 | | assets of such series only, and not against the assets of the | 17 | | limited liability company generally or any other series | 18 | | thereof, or so that the debts, liabilities, obligations and | 19 | | expenses incurred, contracted for or otherwise existing with | 20 | | respect to the limited liability company generally or any other | 21 | | series thereof are not enforceable against the assets of such | 22 | | series, then the limited liability company, on behalf of itself | 23 | | or any of its series, or any of its series on their own behalf | 24 | | may register to do business in the State in accordance with | 25 | | Section 45-5 of this Act. The limitation of liability shall be | 26 | | so stated on the application for admission as a foreign limited |
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| 1 | | liability company and a certificate of designation shall be | 2 | | filed for each series being registered to do business in the | 3 | | State by the limited liability company. Unless otherwise | 4 | | provided in the operating agreement, the debts, liabilities and | 5 | | obligations incurred, contracted for or otherwise existing | 6 | | with respect to a particular series of such a foreign limited | 7 | | liability company shall be enforceable against the assets of | 8 | | such series only, and not against the assets of the foreign | 9 | | limited liability company generally or any other series thereof | 10 | | and none of the debts, liabilities, obligations and expenses | 11 | | incurred, contracted for or otherwise existing with respect to | 12 | | such a foreign limited liability company generally or any other | 13 | | series thereof shall be enforceable against the assets of such | 14 | | series.
| 15 | | (Source: P.A. 98-720, eff. 7-16-14.)
| 16 | | Section 99. Effective date. This Act takes effect July 1, | 17 | | 2015.
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