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Public Act 91-0593
SB778 Enrolled LRB9106065JSpc
AN ACT concerning Lloyds insurers, amending named Acts.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Illinois Insurance Code is amended by
changing Section 86 as follows:
(215 ILCS 5/86) (from Ch. 73, par. 698)
Sec. 86. Scope of Article.
(1) This Article applies to all groups including
incorporated and individual unincorporated underwriters
transacting an insurance business in this State through an
attorney-in-fact under the name Lloyds or under a Lloyds plan
of operation. Groups that meet the requirements of
subsection (3) are referred to in this Code as "Lloyds", and
incorporated and individual unincorporated underwriters are
referred to as "underwriters".
(2) As used in this Code "Domestic Lloyds" means a
Lloyds having its home office in this State; "Foreign Lloyds"
means a Lloyds having its home office in any state of the
United States other than this State; and "Alien Lloyds" means
a Lloyds having its home office or principal place of
business in any country other than the United States.
(3) A domestic Lloyds must: (i) be established pursuant
to a statute or written charter; (ii) provide for governance
by a board of directors or similar body; and (iii) establish
and monitor standards of solvency of its underwriters. A
foreign or alien Lloyds must be subject to requirements of
its state or country of domicile. Those requirements must be
substantially similar to those required of domestic Lloyds.
Domestic, foreign, and alien Lloyds Lloyd's shall not be
subject to Section 144 of this Code.
(4) All foreign and alien entities and individuals
transacting an insurance business as domestic, foreign, or
alien Lloyds shall notify the Director and the Secretary of
State under the provisions of this Article, shall be
regulated exclusively by the Director, and shall not be
required to obtain a certificate of authority from the
Secretary of State pursuant to any other law of this State so
long as they solely transact business as a domestic, foreign,
or alien Lloyds. Upon notification, the Secretary of State
may require submission of additional information to determine
whether a foreign or alien individual or entity is
transacting business solely as a domestic, foreign, or alien
Lloyds.
(Source: P.A. 90-794, eff. 8-14-98.)
Section 10. The Business Corporation Act of 1983 is
amended by changing Sections 13.05 and 14.05 as follows:
(805 ILCS 5/13.05) (from Ch. 32, par. 13.05)
Sec. 13.05. Admission of foreign corporation. Except as
provided in Article V of the Illinois Insurance Code, a
foreign corporation organized for profit, before it transacts
business in this State, shall procure a certificate of
authority so to do from the Secretary of State. A foreign
corporation organized for profit, upon complying with the
provisions of this Act, may secure from the Secretary of
State a certificate of authority to transact business in this
State, but no foreign corporation shall be entitled to
procure a certificate of authority under this Act to act as
trustee, executor, administrator, administrator to collect,
or guardian, or in any other like fiduciary capacity in this
State or to transact in this State the business of banking,
insurance, suretyship, or a business of the character of a
building and loan corporation; provided, however, that a
foreign corporation may obtain a certificate of authority
under this Act for the purpose of carrying on the business of
a syndicate or limited syndicate under Article V-1/2 of the
Illinois Insurance Code or for the purpose of carrying on
business as a member of a group including incorporated and
individual unincorporated underwriters under Article V of the
Illinois Insurance Code. A foreign professional service
corporation may secure a certificate of authority to transact
business in this State from the Secretary of State upon
complying with this Act and demonstrating compliance with the
Act regulating the professional service to be rendered by the
professional service corporation. However, no foreign
professional service corporation shall be granted a
certificate of authority unless it complies with the
requirements of the Professional Service Corporation Act
concerning ownership and control by specified licensed
professionals. These professionals must be licensed in the
state of domicile or this State. A foreign corporation shall
not be denied a certificate of authority by reason of the
fact that the laws of the state under which such corporation
is organized governing its organization and internal affairs
differ from the laws of this State, and nothing in this Act
contained shall be construed to authorize this State to
regulate the organization or the internal affairs of such
corporation.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
Sec. 14.05. Annual report of domestic or foreign
corporation. Each domestic corporation organized under any
general law or special act of this State authorizing the
corporation to issue shares, other than homestead
associations, building and loan associations, banks and
insurance companies (which includes a syndicate or limited
syndicate regulated under Article V 1/2 of the Illinois
Insurance Code or member of a group of underwriters regulated
under Article V of that Code), and each foreign corporation
(except members of a group of underwriters regulated under
Article V of the Illinois Insurance Code) authorized to
transact business in this State, shall file, within the time
prescribed by this Act, an annual report setting forth:
(a) The name of the corporation.
(b) The address, including street and number, or
rural route number, of its registered office in this
State, and the name of its registered agent at that
address.
(c) The address, including street and number, or
rural route number, of its principal office.
(d) The names and respective residential addresses,
including street and number, or rural route number, of
its directors and officers.
(e) A statement of the aggregate number of shares
which the corporation has authority to issue, itemized by
classes and series, if any, within a class.
(f) A statement of the aggregate number of issued
shares, itemized by classes, and series, if any, within a
class.
(g) A statement, expressed in dollars, of the
amount of paid-in capital of the corporation as defined
in this Act.
(h) Either a statement that (1) all the property of
the corporation is located in this State and all of its
business is transacted at or from places of business in
this State, or the corporation elects to pay the annual
franchise tax on the basis of its entire paid-in capital,
or (2) a statement, expressed in dollars, of the value of
all the property owned by the corporation, wherever
located, and the value of the property located within
this State, and a statement, expressed in dollars, of the
gross amount of business transacted by the corporation
and the gross amount thereof transacted by the
corporation at or from places of business in this State
as of the close of its fiscal year on or immediately
preceding the last day of the third month prior to the
anniversary month or in the case of a corporation which
has established an extended filing month, as of the close
of its fiscal year on or immediately preceding the last
day of the third month prior to the extended filing
month; however, in the case of a domestic corporation
that has not completed its first fiscal year, the
statement with respect to property owned shall be as of
the last day of the third month preceding the anniversary
month and the statement with respect to business
transacted shall be furnished for the period between the
date of incorporation and the last day of the third month
preceding the anniversary month. In the case of a
foreign corporation that has not been authorized to
transact business in this State for a period of 12 months
and has not commenced transacting business prior to
obtaining a certificate of authority, the statement with
respect to property owned shall be as of the last day of
the third month preceding the anniversary month and the
statement with respect to business transacted shall be
furnished for the period between the date of its
authorization to transact business in this State and the
last day of the third month preceding the anniversary
month. If the data referenced in item (2) of this
subsection is not completed, the franchise tax provided
for in this Act shall be computed on the basis of the
entire paid-in capital.
(i) A statement, including the basis therefor, of
status as a "minority owned business" or as a "female
owned business" as those terms are defined in the
Minority and Female Business Enterprise Act.
(j) Additional information as may be necessary or
appropriate in order to enable the Secretary of State to
administer this Act and to verify the proper amount of
fees and franchise taxes payable by the corporation.
The annual report shall be made on forms prescribed and
furnished by the Secretary of State, and the information
therein required by paragraphs (a) through (d), both
inclusive, of this Section, shall be given as of the date of
the execution of the annual report and the information
therein required by paragraphs (e), (f) and (g) of this
Section shall be given as of the last day of the third month
preceding the anniversary month, except that the information
required by paragraphs (e), (f) and (g) shall, in the case of
a corporation which has established an extended filing month,
be given in its final transition annual report and each
subsequent annual report as of the close of its fiscal year
immediately preceding its extended filing month. It shall be
executed by the corporation by its president, a
vice-president, secretary, assistant secretary, treasurer or
other officer duly authorized by the board of directors of
the corporation to execute those reports, and verified by him
or her, or, if the corporation is in the hands of a receiver
or trustee, it shall be executed on behalf of the corporation
and verified by the receiver or trustee.
(Source: P.A. 88-151; 88-691, eff. 1-24-95.)
Section 15. The Limited Liability Company Act is amended
by changing Sections 1-25 and 45-5 as follows:
(805 ILCS 180/1-25)
Sec. 1-25. Nature of business. A limited liability
company may be formed for any lawful purpose or business
except:
(1) banking, exclusive of fiduciaries organized for
the purpose of accepting and executing trusts;
(2) insurance unless, for the purpose of carrying
on business as a member of a group including incorporated
and individual unincorporated underwriters, the Director
of Insurance finds that the group meets the requirements
of subsection (3) of Section 86 of the Illinois Insurance
Code and the limited liability company, if insolvent, is
subject to liquidation by the Director of Insurance under
Article XIII of the Illinois Insurance Code carried on as
a business of a syndicate or limited syndicate under
Article V 1/2 of the Illinois Insurance Code;
(3) the practice of dentistry unless all the
members and managers are licensed as dentists under the
Illinois Dental Practice Act; or
(4) the practice of medicine unless all the members
and managers are licensed to practice medicine under the
Medical Practice Act of 1987.
(Source: P.A. 89-201, eff. 1-1-96; 90-424, eff. 1-1-98.)
(805 ILCS 180/45-5)
Sec. 45-5. Admission to transact business.
(a) Except as provided in Article V of the Illinois
Insurance Code, before transacting business in this State, a
foreign limited liability company shall be admitted to do so
by the Secretary of State. In order to be admitted, a
foreign limited liability company shall submit to the Office
of the Secretary of State an application for admission to
transact business as a foreign limited liability company
setting forth all of the following:
(1) The name of the foreign limited liability
company and, if different, the name under which it
proposes to transact business in this State.
(2) The jurisdiction, date of its formation, and
period of duration.
(3) A certificate stating that the company is in
existence under the laws of the jurisdiction wherein it
is organized executed by the Secretary of State of that
jurisdiction or by some other official that may have
custody of the records pertaining to limited liability
companies (or affidavit from an appropriate official of
the jurisdiction that good standing certificates are not
issued or other evidence of existence which the Secretary
of State shall deem appropriate).
(4) The name and business address of the proposed
registered agent in this State, which registered agent
shall be an individual resident of this State, a domestic
corporation, or a foreign corporation having a place of
business in, and authorized to do business in, this
State; if the registered agent is a corporation, the
corporation must be authorized by its articles of
incorporation to act as a registered agent.
(5) The address of the office required to be
maintained in the jurisdiction of its organization by the
laws of that jurisdiction or, if not so required, of the
principal place of business of the foreign limited
liability company.
(6) The purpose or purposes for which it was
organized and the purpose or purposes which it proposes
to conduct in the transaction of business in this State.
(7) A statement whether the limited liability
company is managed by a manager or managers or whether
management of the limited liability company is vested in
the members.
(8) A statement that the Secretary of State is
appointed the agent of the foreign limited liability
company for service of process under the circumstances
set forth in subsection (b) of Section 1-50.
(9) All additional information that may be
necessary or appropriate in order to enable the Secretary
of State to determine whether the limited liability
company is entitled to transact business in this State.
(b) No foreign limited liability company shall transact
in this State any business that a limited liability company
formed under the laws of this State is not permitted to
transact. A foreign limited liability company admitted to
transact business in this State shall, until admission is
revoked as provided in this Act, enjoy the same, but no
greater, rights and privileges as a limited liability company
formed under the laws of this State.
(c) The acceptance and filing by the Office of the
Secretary of State of a foreign limited liability company's
application shall admit the foreign limited liability company
to transact business in the State.
(Source: P.A. 90-424, eff. 1-1-98.)
Section 20. The Revised Uniform Limited Partnership Act
is amended by changing Sections 105 and 902 as follows:
(805 ILCS 210/105) (from Ch. 106 1/2, par. 151-6)
Sec. 105. Nature of Business. A limited partnership may
carry on any business that a partnership without limited
partners may carry on except banking, the operation of
railroads, and insurance unless carried on as a business of a
syndicate or limited syndicate authorized and regulated by
the Director of Insurance under Article V 1/2 of the Illinois
Insurance Code or for the purpose of carrying on business as
a member of a group including incorporated and individual
unincorporated underwriters when the Director of Insurance
finds that the group meets the requirements of subsection (3)
of Section 86 of the Illinois Insurance Code and the limited
partnership, if insolvent, is subject to liquidation by the
Director of Insurance under Article XIII of the Illinois
Insurance Code.
(Source: P.A. 84-1412.)
(805 ILCS 210/902) (from Ch. 106 1/2, par. 159-2)
Sec. 902. Admission to Transact Business.
(a) Except as provided in Article V of the Illinois
Insurance Code, before transacting business in this State, a
foreign limited partnership shall be admitted to do so by the
Secretary of State. In order to be admitted, a foreign
limited partnership shall submit to the office of the
Secretary of State an application for admission to transact
business as a foreign limited partnership setting forth:
(1) the name of the foreign limited partnership;
(2) the jurisdiction and date of its formation and a
statement that it is validly existing as a limited
partnership under the laws of that jurisdiction as of the
date of filing;
(3) the name and business address of each general
partner;
(4) the name and address of the registered agent and the
registered office the foreign limited partnership has
appointed or does appoint; the agent must be an individual
resident of this State, a domestic corporation, or a foreign
corporation having a place of business in, and authorized to
do business in this State; if the agent is a corporation, the
corporation must be authorized by its articles of
incorporation to act as such agent;
(5) a statement that the Secretary of State is appointed
the agent of the foreign limited partnership for service of
process under the circumstances set forth in Section 909(b)
of this Act;
(6) the address of the office at which is kept a list of
the names and business addresses of the limited partners and
their capital contributions, together with an undertaking by
the foreign limited partnership to keep those records until
the foreign limited partnership's registration in this State
is cancelled or withdrawn;
(7) the latest date upon which the limited partnership
is to be dissolved in the jurisdiction in which it was
formed; and
(8) any other information the Secretary of State shall
by rule deem necessary to administer this Act.
(b) No foreign limited partnership shall transact in
this State any business which a limited partnership formed
under the laws of this State is not permitted to transact. A
foreign limited partnership which shall be admitted to
transact business in this State shall, until a certificate of
cancellation shall have been issued as provided in this Act,
enjoy the same, but no greater, rights and privileges as a
domestic limited partnership.
(c) The acceptance and filing by the Office of the
Secretary of State of a foreign partnership's application
shall admit such foreign limited partnership to transact
business in the State.
(Source: P.A. 85-403.)
Section 99. Effective date. This Act takes effect upon
becoming law.
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