[ Home ] [ ILCS ] [ Search ] [ Bottom ]
[ Other General Assemblies ]
Public Act 91-0527
SB567 Enrolled LRB9103879DJcd
AN ACT concerning business organizations, amending named
Acts.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 2. The Business Corporation Act of 1983 is
amended by changing Section 7.65 as follows:
(805 ILCS 5/7.65) (from Ch. 32, par. 7.65)
Sec. 7.65. Voting trust agreement.
(a) One or more Any number of shareholders of a
corporation may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or
otherwise represent their shares for a stated duration, which
may be perpetual or for a fixed period or may be determined
by the occurrence of a stated condition or conditions, for a
period of not to exceed ten years, by entering into a written
voting trust agreement specifying the terms and conditions of
the voting trust, and by transferring the subject their
shares to such trustee or trustees pursuant to for the
purposes of the agreement. If the agreement or any amendment
thereto does not contain a stated duration, the trust shall
terminate 10 years after the agreement first became
effective.
(b) No voting Any such trust agreement shall be not
become effective until a counterpart of the agreement is
deposited with the corporation at the corporation's its
registered office. The counterpart of the voting trust
agreement so deposited with the corporation shall be subject
to the same right of examination by a shareholder of the
corporation, in person or by agent or attorney, as is the
record of shareholders of the corporation, and shall be
subject to examination as provided in Section 7.75 by any
holder of a beneficial interest in the voting trust as if
that holder were a shareholder, either in person or by agent
or attorney, at any reasonable time for any proper purpose.
(c) The rule against perpetuities does not apply to any
voting trust created in accordance with this Section.
(d) Every voting trust agreement entered into pursuant
to this Section is specifically enforceable in accordance
with the principles of equity.
(e) The changes made by this amendatory Act of the 91st
General Assembly apply only to voting trust agreements that
are:
(1) entered into after the effective date of this
amendatory Act of the 91st General Assembly; or
(2) amended after the effective date of this
amendatory Act of the 91st General Assembly to include a
stated duration in accordance with subsection (a).
(Source: P.A. 83-1025.)
Section 5. The General Not For Profit Corporation Act of
1986 is amended by changing Sections 101.15 and 110.05 as
follows:
(805 ILCS 105/101.15) (from Ch. 32, par. 101.15)
Sec. 101.15. Statement of correction. (a) Whenever any
instrument authorized to be filed with the Secretary of State
under any provision of this Act has been so filed and, as of
the date of the action therein referred to, contains any
misstatement of fact, typographical error, error of
transcription or any other error or defect, or was
defectively or erroneously executed, such instrument may be
corrected by filing, in accordance with Section 101.10 of
this Act, a statement of correction.
(b) A statement of correction shall set forth:
(1) The name or names of the corporation or corporations
and the State or country under the laws of which each is
organized.
(2) The title of the instrument being corrected and the
date it was filed by the Secretary of State.
(3) The inaccuracy, error or defect to be corrected and
the portion of the instrument in corrected form.
(c) A statement of correction shall be executed in the
same manner in which the instrument being corrected was
required to be executed.
(d) The corrected instrument shall be effective as of
the date the original instrument was filed.
(e) A statement of correction shall not:
(1) Effect any change or amendment of articles which
would not in all respects have complied with the requirements
of this Act;
(2) Take the place of any document, statement or report
otherwise required to be filed by this Act;
(3) Affect any right or liability accrued or incurred
before such filing, except that any right or liability
accrued or incurred by reason of the error or defect being
corrected shall be extinguished by such filing if the person
having such right has not detrimentally relied on the
original instrument;
(4) Alter the provisions of the articles of
incorporation with respect to the corporation name or purpose
or the names and addresses of the incorporators or initial
directors;
(5) Alter the provisions of the application for
certificate of authority of a foreign corporation with
respect to the corporation name;
(6) Alter the provisions of the application to adopt or
change an assumed corporate name with respect to the assumed
corporate name; or
(7) Alter the wording of any resolution which was in
fact adopted by the board of directors or by the members
entitled to vote.
(Source: P.A. 84-1423.)
(805 ILCS 105/110.05) (from Ch. 32, par. 110.05)
Sec. 110.05. Authority to amend articles of
incorporation. (a) A corporation may amend its articles of
incorporation at any time and from time to time to add a new
provision or to change or remove an existing provision,
provided that the articles as amended contain only such
provisions as are required or permitted in original articles
of incorporation at the time of amendment. The articles as
amended must contain all the provisions required by
subsection (a) of Section 102.10 of this Act except that the
names and addresses of the initial directors may be omitted
removed and the names of the initial registered agent or the
address of the initial registered office may be omitted
removed if a statement of change is on file.
(b) A corporation whose period of duration as provided
in the articles of incorporation has expired may amend its
articles of incorporation to revive its articles and extend
the period of corporate duration, including making the
duration perpetual, at any time within 5 years after the date
of expiration.
(Source: P.A. 84-1423.)
Section 10. The Revised Uniform Limited Partnership Act
is amended by changing Section 108 as follows:
(805 ILCS 210/108) (from Ch. 106 1/2, par. 151-9)
Sec. 108. Assumed Name.
(a) A limited partnership or a foreign limited
partnership admitted to transact business in this State may
elect to adopt an assumed name that complies with the
requirements of Section 102 of this Act except the
requirement that the name contain the words "limited
partnership" or the abbreviation "L.P.".
(b) As used in this Act, "assumed name" means any name
other than the true name of a limited partnership or the name
under which a foreign limited partnership is admitted to
transact business in this State, except that the following do
not constitute the use of an assumed name under this Act:
(1) The identification by a limited partnership or
foreign limited partnership of its business with a
trademark or service mark of which it is the owner or
licensed user shall not constitute the use of an assumed
name under this Act.
(2) The use of a name of a division, not
constituting a separate limited partnership and not
containing the words "limited partnership" or an
abbreviation of those words, provided that the limited
partnership also clearly discloses its true name.
(c) Before transacting any business in this State under
an assumed name or names, the limited partnership or foreign
limited partnership shall, for each assumed name, execute and
file in accordance with Section 204 or 903 of this Act, as
applicable, an application setting forth:
(1) the true name of the limited partnership or the
name under which the foreign limited partnership is
admitted to transact business in this State;
(2) the State or other jurisdiction under the laws
of which it is formed;
(3) that it intends to transact business under an
assumed name; and
(4) the assumed name which it proposes to use.
(d) The right to use an assumed name shall be effective
from the date of filing by the Secretary of State until the
first day of the anniversary month of the limited partnership
or foreign limited partnership that falls within the next
calendar year evenly divisible by 5, however, if an
application is filed within the 3 months immediately
preceding the anniversary month of a limited partnership or
foreign limited partnership that falls within a calendar year
evenly divisible by 5, the right to use the assumed name
shall be effective until the first day of the anniversary
month of the limited partnership or foreign limited
partnership that falls within the next succeeding year evenly
divisible by 5.
(e) A limited partnership or foreign limited partnership
may renew the right to use its assumed name or names, if any,
within the 60 days preceding the expiration of such right,
for a period of 5 years, by making an election to do so on a
form prescribed by the Secretary of State and by paying the
renewal fee as prescribed by this Act.
(f) Any limited partnership or foreign limited
partnership may change or cancel any or all of its assumed
names by executing and filing, in duplicate, an application
setting forth:
(1) the true name of the limited partnership or the
name under which the foreign limited partnership is
admitted to transact business in this State;
(2) the state or country under the laws of which it
is organized;
(3) a statement that it intends to cease
transacting business under an assumed name by changing or
cancelling it;
(4) the assumed name to be changed or cancelled;
(5) the assumed name which the limited partnership
or foreign limited partnership proposes to use, if it is
to be changed.
(g) Upon the filing of an application to change an
assumed name, the limited partnership or foreign limited
partnership shall have the right to use such assumed name for
the period authorized by subsection (d) of this Section.
(h) The right to use an assumed name shall be cancelled
by the Secretary of State:
(1) if the limited partnership or foreign limited
partnership fails to renew an assumed name;
(2) if the limited partnership or foreign limited
partnership has filed an application to change or cancel
an assumed name;
(3) if a limited partnership's certificate of
limited partnership or certificate to be governed by this
Act has been cancelled;
(4) if a foreign limited partnership's application
for admission to transact business has been cancelled.
(i) Any limited partnership or foreign limited
partnership carrying on, conducting or transacting business
under an assumed name which shall fail to comply with the
provisions of this Section shall be subject to the penalty
provisions in Section 5 of "An Act in relation to the use of
an assumed name in the conduct or transaction of business in
this State", approved July 17, 1941, as amended.
(Source: P.A. 86-820; 86-836.)
[ Top ]