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91_SB0778sam001
LRB9106065JSpcam01
1 AMENDMENT TO SENATE BILL 778
2 AMENDMENT NO. . Amend Senate Bill 778 by replacing
3 everything after the enacting clause with the following:
4 "Section 5. The Illinois Insurance Code is amended by
5 changing Section 86 as follows:
6 (215 ILCS 5/86) (from Ch. 73, par. 698)
7 Sec. 86. Scope of Article.
8 (1) This Article applies to all groups including
9 incorporated and individual unincorporated underwriters
10 transacting an insurance business in this State through an
11 attorney-in-fact under the name Lloyds or under a Lloyds plan
12 of operation. Groups that meet the requirements of
13 subsection (3) are referred to in this Code as "Lloyds", and
14 incorporated and individual unincorporated underwriters are
15 referred to as "underwriters".
16 (2) As used in this Code "Domestic Lloyds" means a
17 Lloyds having its home office in this State; "Foreign Lloyds"
18 means a Lloyds having its home office in any state of the
19 United States other than this State; and "Alien Lloyds" means
20 a Lloyds having its home office or principal place of
21 business in any country other than the United States.
22 (3) A domestic Lloyds must: (i) be established pursuant
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1 to a statute or written charter; (ii) provide for governance
2 by a board of directors or similar body; and (iii) establish
3 and monitor standards of solvency of its underwriters. A
4 foreign or alien Lloyds must be subject to requirements of
5 its state or country of domicile. Those requirements must be
6 substantially similar to those required of domestic Lloyds.
7 Domestic, foreign, and alien Lloyds Lloyd's shall not be
8 subject to Section 144 of this Code.
9 (4) All foreign and alien entities and individuals
10 transacting an insurance business as domestic, foreign, or
11 alien Lloyds shall notify the Director and the Secretary of
12 State under the provisions of this Article, shall be
13 regulated exclusively by the Director, and shall not be
14 required to obtain a certificate of authority from the
15 Secretary of State pursuant to any other law of this State so
16 long as they solely transact business as a domestic, foreign,
17 or alien Lloyds. Upon notification, the Secretary of State
18 may require submission of additional information to determine
19 whether a foreign or alien individual or entity is
20 transacting business solely as a domestic, foreign, or alien
21 Lloyds.
22 (Source: P.A. 90-794, eff. 8-14-98.)
23 Section 10. The Business Corporation Act of 1983 is
24 amended by changing Section 13.05 as follows:
25 (805 ILCS 5/13.05) (from Ch. 32, par. 13.05)
26 Sec. 13.05. Admission of foreign corporation. Except as
27 provided in Article V of the Illinois Insurance Code, a
28 foreign corporation organized for profit, before it transacts
29 business in this State, shall procure a certificate of
30 authority so to do from the Secretary of State. A foreign
31 corporation organized for profit, upon complying with the
32 provisions of this Act, may secure from the Secretary of
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1 State a certificate of authority to transact business in this
2 State, but no foreign corporation shall be entitled to
3 procure a certificate of authority under this Act to act as
4 trustee, executor, administrator, administrator to collect,
5 or guardian, or in any other like fiduciary capacity in this
6 State or to transact in this State the business of banking,
7 insurance, suretyship, or a business of the character of a
8 building and loan corporation; provided, however, that a
9 foreign corporation may obtain a certificate of authority
10 under this Act for the purpose of carrying on the business of
11 a syndicate or limited syndicate under Article V-1/2 of the
12 Illinois Insurance Code or for the purpose of carrying on
13 business as a member of a group including incorporated and
14 individual unincorporated underwriters under Article V of the
15 Illinois Insurance Code. A foreign professional service
16 corporation may secure a certificate of authority to transact
17 business in this State from the Secretary of State upon
18 complying with this Act and demonstrating compliance with the
19 Act regulating the professional service to be rendered by the
20 professional service corporation. However, no foreign
21 professional service corporation shall be granted a
22 certificate of authority unless it complies with the
23 requirements of the Professional Service Corporation Act
24 concerning ownership and control by specified licensed
25 professionals. These professionals must be licensed in the
26 state of domicile or this State. A foreign corporation shall
27 not be denied a certificate of authority by reason of the
28 fact that the laws of the state under which such corporation
29 is organized governing its organization and internal affairs
30 differ from the laws of this State, and nothing in this Act
31 contained shall be construed to authorize this State to
32 regulate the organization or the internal affairs of such
33 corporation.
34 (Source: P.A. 90-424, eff. 1-1-98.)
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1 Section 15. The Limited Liability Company Act is amended
2 by changing Sections 1-25 and 45-5 as follows:
3 (805 ILCS 180/1-25)
4 Sec. 1-25. Nature of business. A limited liability
5 company may be formed for any lawful purpose or business
6 except:
7 (1) banking, exclusive of fiduciaries organized for
8 the purpose of accepting and executing trusts;
9 (2) insurance unless carried on as a business of a
10 syndicate or limited syndicate under Article V 1/2 of the
11 Illinois Insurance Code or for the purpose of carrying on
12 business as a member of a group including incorporated
13 and individual unincorporated underwriters when the
14 Director of Insurance finds that the group meets the
15 requirements of subsection (3) of Section 86 of the
16 Illinois Insurance Code and the limited liability
17 company, if insolvent, is subject to liquidation by the
18 Director of Insurance under Article XIII of the Illinois
19 Insurance Code;
20 (3) the practice of dentistry unless all the
21 members and managers are licensed as dentists under the
22 Illinois Dental Practice Act; or
23 (4) the practice of medicine unless all the members
24 and managers are licensed to practice medicine under the
25 Medical Practice Act of 1987.
26 (Source: P.A. 89-201, eff. 1-1-96; 90-424, eff. 1-1-98.)
27 (805 ILCS 180/45-5)
28 Sec. 45-5. Admission to transact business.
29 (a) Except as provided in Article V of the Illinois
30 Insurance Code, before transacting business in this State, a
31 foreign limited liability company shall be admitted to do so
32 by the Secretary of State. In order to be admitted, a
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1 foreign limited liability company shall submit to the Office
2 of the Secretary of State an application for admission to
3 transact business as a foreign limited liability company
4 setting forth all of the following:
5 (1) The name of the foreign limited liability
6 company and, if different, the name under which it
7 proposes to transact business in this State.
8 (2) The jurisdiction, date of its formation, and
9 period of duration.
10 (3) A certificate stating that the company is in
11 existence under the laws of the jurisdiction wherein it
12 is organized executed by the Secretary of State of that
13 jurisdiction or by some other official that may have
14 custody of the records pertaining to limited liability
15 companies (or affidavit from an appropriate official of
16 the jurisdiction that good standing certificates are not
17 issued or other evidence of existence which the Secretary
18 of State shall deem appropriate).
19 (4) The name and business address of the proposed
20 registered agent in this State, which registered agent
21 shall be an individual resident of this State, a domestic
22 corporation, or a foreign corporation having a place of
23 business in, and authorized to do business in, this
24 State; if the registered agent is a corporation, the
25 corporation must be authorized by its articles of
26 incorporation to act as a registered agent.
27 (5) The address of the office required to be
28 maintained in the jurisdiction of its organization by the
29 laws of that jurisdiction or, if not so required, of the
30 principal place of business of the foreign limited
31 liability company.
32 (6) The purpose or purposes for which it was
33 organized and the purpose or purposes which it proposes
34 to conduct in the transaction of business in this State.
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1 (7) A statement whether the limited liability
2 company is managed by a manager or managers or whether
3 management of the limited liability company is vested in
4 the members.
5 (8) A statement that the Secretary of State is
6 appointed the agent of the foreign limited liability
7 company for service of process under the circumstances
8 set forth in subsection (b) of Section 1-50.
9 (9) All additional information that may be
10 necessary or appropriate in order to enable the Secretary
11 of State to determine whether the limited liability
12 company is entitled to transact business in this State.
13 (b) No foreign limited liability company shall transact
14 in this State any business that a limited liability company
15 formed under the laws of this State is not permitted to
16 transact. A foreign limited liability company admitted to
17 transact business in this State shall, until admission is
18 revoked as provided in this Act, enjoy the same, but no
19 greater, rights and privileges as a limited liability company
20 formed under the laws of this State.
21 (c) The acceptance and filing by the Office of the
22 Secretary of State of a foreign limited liability company's
23 application shall admit the foreign limited liability company
24 to transact business in the State.
25 (Source: P.A. 90-424, eff. 1-1-98.)
26 Section 20. The Revised Uniform Limited Partnership Act
27 is amended by changing Sections 105 and 902 as follows:
28 (805 ILCS 210/105) (from Ch. 106 1/2, par. 151-6)
29 Sec. 105. Nature of Business. A limited partnership may
30 carry on any business that a partnership without limited
31 partners may carry on except banking, the operation of
32 railroads, and insurance unless carried on as a business of a
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1 syndicate or limited syndicate under Article V 1/2 of the
2 Illinois Insurance Code or for the purpose of carrying on
3 business as a member of a group including incorporated and
4 individual unincorporated underwriters when the Director of
5 Insurance finds that the group meets the requirements of
6 subsection (3) of Section 86 of the Illinois Insurance Code
7 and the limited partnership, if insolvent, is subject to
8 liquidation by the Director of Insurance under Article XIII
9 of the Illinois Insurance Code.
10 (Source: P.A. 84-1412.)
11 (805 ILCS 210/902) (from Ch. 106 1/2, par. 159-2)
12 Sec. 902. Admission to Transact Business.
13 (a) Except as provided in Article V of the Illinois
14 Insurance Code, before transacting business in this State, a
15 foreign limited partnership shall be admitted to do so by the
16 Secretary of State. In order to be admitted, a foreign
17 limited partnership shall submit to the office of the
18 Secretary of State an application for admission to transact
19 business as a foreign limited partnership setting forth:
20 (1) the name of the foreign limited partnership;
21 (2) the jurisdiction and date of its formation and a
22 statement that it is validly existing as a limited
23 partnership under the laws of that jurisdiction as of the
24 date of filing;
25 (3) the name and business address of each general
26 partner;
27 (4) the name and address of the registered agent and the
28 registered office the foreign limited partnership has
29 appointed or does appoint; the agent must be an individual
30 resident of this State, a domestic corporation, or a foreign
31 corporation having a place of business in, and authorized to
32 do business in this State; if the agent is a corporation, the
33 corporation must be authorized by its articles of
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1 incorporation to act as such agent;
2 (5) a statement that the Secretary of State is appointed
3 the agent of the foreign limited partnership for service of
4 process under the circumstances set forth in Section 909(b)
5 of this Act;
6 (6) the address of the office at which is kept a list of
7 the names and business addresses of the limited partners and
8 their capital contributions, together with an undertaking by
9 the foreign limited partnership to keep those records until
10 the foreign limited partnership's registration in this State
11 is cancelled or withdrawn;
12 (7) the latest date upon which the limited partnership
13 is to be dissolved in the jurisdiction in which it was
14 formed; and
15 (8) any other information the Secretary of State shall
16 by rule deem necessary to administer this Act.
17 (b) No foreign limited partnership shall transact in
18 this State any business which a limited partnership formed
19 under the laws of this State is not permitted to transact. A
20 foreign limited partnership which shall be admitted to
21 transact business in this State shall, until a certificate of
22 cancellation shall have been issued as provided in this Act,
23 enjoy the same, but no greater, rights and privileges as a
24 domestic limited partnership.
25 (c) The acceptance and filing by the Office of the
26 Secretary of State of a foreign partnership's application
27 shall admit such foreign limited partnership to transact
28 business in the State.
29 (Source: P.A. 85-403.)
30 Section 99. Effective date. This Act takes effect upon
31 becoming law.".