Bill Amendment: IL HB2963 | 2017-2018 | 100th General Assembly

NOTE: For additional amemendments please see the Bill Drafting List

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Bill Title: BUSINESS-TECH

Status: 2017-12-08 - Public Act . . . . . . . . . 100-0561 [HB2963 Detail]

Download: Illinois-2017-HB2963-House_Amendment_001.html

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Rep. Elaine Nekritz

Filed: 3/15/2017

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AMENDMENT TO HOUSE BILL 2963
AMENDMENT NO. ______. Amend House Bill 2963 by replacing
everything after the enacting clause with the following:
"ARTICLE 1.
GENERAL PROVISIONS
Section 101. Short title. This Act may be cited as the
Entity Omnibus Act.
Section 102. Definitions. In this Act:
"Approve" means, in the case of an entity, for its
governors and interest holders to take whatever steps are
necessary under its organic rules, organic law, and other law
to:
(1) propose a transaction subject to this Act;
(2) adopt and approve the terms and conditions of the
transaction; and

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(3) conduct any required proceedings or otherwise
obtain any required votes or consents of the governors or
interest holders.
"Business corporation" means a corporation whose internal
affairs are governed by the Business Corporation Act of 1983 or
a similar Act in the jurisdiction of organization.
"Conversion" means a transaction authorized by Article 2.
"Converted entity" means the converting entity as it
continues in existence after a conversion.
"Converting entity" means the domestic entity that
approves a plan of conversion pursuant to Section 203 or the
foreign entity that approves a conversion pursuant to the law
of its jurisdiction of organization.
"Domestic entity" means an entity whose internal affairs
are governed by the law of this State.
"Domesticated entity" means the domesticating entity as it
continues in existence after a domestication.
"Domesticating entity" means the domestic entity that
approves a plan of domestication pursuant to Section 303 or the
foreign entity that approves a domestication pursuant to the
law of its jurisdiction of organization.
"Domestication" means a transaction authorized by Article
3.
"Entity" means:
(1) a business corporation;
(2) a medical corporation;

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(3) a nonprofit corporation;
(4) a professional service corporation;
(5) a general partnership, including a limited
liability partnership;
(6) a limited partnership, including a limited
liability limited partnership; and
(7) a limited liability company.
"Filing entity" means an entity that is created by the
filing of an organizing document with the Secretary of State.
"Foreign entity" means an entity other than a domestic
entity.
"General partnership" means a partnership whose internal
affairs are governed by the Uniform Partnership Act (1997) or a
similar Act in the jurisdiction of organization.
"Governance interest" means the right under the organic law
or organic rules of an entity, other than as a governor, agent,
assignee, or proxy, to:
(1) receive or demand access to information
concerning, or the books and records of, the entity;
(2) vote for the election of the governors of the
entity; or
(3) receive notice of or vote on any or all issues
involving the internal affairs of the entity.
"Governor" means a person by or under whose authority the
powers of an entity are exercised and under whose direction the
business and affairs of the entity are managed pursuant to the

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organic law and organic rules of the entity.
"Interest" means:
(1) a governance interest in an unincorporated entity;
(2) a transferable interest in an unincorporated
entity; or
(3) a share or membership in a corporation.
"Interest holder" means a direct holder of an interest.
"Interest holder liability" means:
(1) personal liability for a liability of an entity
that is imposed on a person:
(a) solely by reason of the status of the person as
an interest holder; or
(b) by the organic rules of the entity pursuant to
a provision of the organic law authorizing the organic
rules to make one or more specified interest holders or
categories of interest holders liable in their
capacity as interest holders for all or specified
liabilities of the entity; or
(2) an obligation of an interest holder under the
organic rules of an entity to contribute to the entity.
"Jurisdiction of organization of an entity" means the
jurisdiction whose law includes the organic law of the entity.
"Limited partnership" means a partnership whose internal
affairs are governed by the Uniform Limited Partnership Act
(2001) or a similar Act in the jurisdiction of organization.
"Limited liability company" means a company whose internal

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affairs are governed by the Limited Liability Company Act or a
similar Act in the jurisdiction of organization.
"Medical corporation" means a corporation whose internal
affairs are governed by the Medical Corporation Act or a
similar Act in the jurisdiction of organization.
"Nonprofit corporation" means a corporation whose internal
affairs are governed by General Not For Profit Corporation Act
of 1986 or a similar Act in the jurisdiction of organization.
"Organic law" means the statutes, if any, other than this
Act, governing the internal affairs of an entity.
"Organic rules" means the public organic document and
private organic rules of an entity.
"Person" means an individual, corporation, estate, trust,
partnership, limited liability company, business or similar
trust, association, joint venture, public corporation,
government, or governmental subdivision, agency, or
instrumentality, or any other legal or commercial entity.
"Plan" means a plan of conversion or domestication.
"Professional service corporation" means a corporation
whose internal affairs are governed by the Professional Service
Corporation Act or a similar Act in the jurisdiction of
organization.
"Private organic rules" means the rules, whether or not in
a record, that govern the internal affairs of an entity, are
binding on all of its interest holders, and are not part of its
public organic document.

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"Protected agreement" means:
(1) a record evidencing indebtedness and any related
agreement in effect on the effective date of this Act;
(2) an agreement that is binding on an entity on the
effective date of this Act;
(3) the organic rules of an entity in effect on the
effective date of this Act; or
(4) an agreement that is binding on any of the
governors or interest holders of an entity on the effective
date of this Act.
"Public organic document" means the public record, the
filing of which creates an entity, and any amendment to or
restatement of that record.
"Qualified foreign entity" means a foreign entity that is
authorized to transact business in this State pursuant to a
filing with the Secretary of State.
"Record" means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and
is retrievable in perceivable form.
"Secretary of State" means the governmental entity
responsible for accepting and acting on the filing of
organizational documents of an entity.
"Sign" means, with present intent to authenticate or adopt
a record:
(1) to execute or adopt a tangible symbol; or
(2) to attach to or logically associate with the record

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an electronic sound, symbol, or process.
Section 103. Relationship of Act to other laws.
(a) Unless displaced by particular provisions of this Act,
the principles of law and equity supplement this Act.
(b) This Act does not authorize an act prohibited by, and
does not affect, the application or requirements of law, other
than this Act.
(c) A transaction effected under this Act may not create or
impair any right or obligation on the part of a person under a
provision of the law of this State other than this Act relating
to a transaction involving a converting or domesticating entity
unless:
(1) in the event the entity does not survive the
transaction, the transaction satisfies any requirements of
the provision; or
(2) in the event the entity survives the transaction,
the approval of the plan is by a vote of the interest
holders or governors which would be sufficient to create or
impair the right or obligation directly under the
provision.
Section 104. Required notice or approval.
(a) A domestic or foreign entity that is required to give
notice to, or obtain the approval of, a governmental agency or
officer in order to be a party to a merger must give the notice

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or obtain the approval in order to be a party to a conversion
or domestication.
(b) Property held for a charitable purpose under the law of
this State by a domestic or foreign entity immediately before a
transaction under this Act becomes effective may not, as a
result of the transaction, be diverted from the objects for
which it was donated, granted, or devised unless, to the extent
required by or pursuant to the law of this State concerning cy
pres or other law dealing with nondiversion of charitable
assets, the entity obtains an appropriate order of court or
approval by the office of the Attorney General specifying the
disposition of the property.
Section 105. Status of filing. A filing under this Act
signed by a domestic entity becomes part of the public organic
document of the entity if the entity's organic law provides
that similar filings under that law become part of the public
organic document of the entity.
Section 106. Nonexclusivity. The fact that a transaction
under this Act produces a certain result does not preclude the
same result from being accomplished in any other manner
permitted by law other than this Act.
Section 107. Reference to external facts. A plan may refer
to facts ascertainable outside of the plan if the manner in

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which the facts will operate upon the plan is specified in the
plan. The facts may include the occurrence of an event or a
determination or action by a person, whether or not the event,
determination, or action is within the control of a party to
the transaction.
Section 108. Alternative means of approval of
transactions. Except as otherwise provided in the organic law
or organic rules of a domestic entity, approval of a
transaction under this Act by the unanimous vote or consent of
its interest holders satisfies the requirements of this Act for
approval.
Section 109. Appraisal rights.
(a) An interest holder of a domestic converting or
domesticating entity is entitled to appraisal rights in
connection with the transaction if the interest holder would
have been entitled to appraisal rights under the entity's
organic law in connection with a merger in which the interest
of the interest holder was changed, converted, or exchanged
unless:
(1) the organic law permits the organic rules to limit
the availability of appraisal rights; and
(2) the organic rules provide such a limit.
(b) An interest holder of a domestic converting or
domesticating entity is entitled to contractual appraisal

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rights in connection with a transaction under this Act to the
extent provided:
(1) in the entity's organic rules;
(2) in the plan; or
(3) in the case of a business corporation, by action of
its governors.
(c) If an interest holder is entitled to contractual
appraisal rights under subsection (b) and the entity's organic
law does not provide procedures for the conduct of an appraisal
rights proceeding, Section 11.65 of the Business Corporation
Act of 1983 applies to the extent practicable or as otherwise
provided in the entity's organic rules or the plan.
ARTICLE 2.
CONVERSION
Section 201. Conversion authorized.
(a) Except as otherwise provided in this Section, by
complying with this Article, a domestic entity may become a
domestic entity of a different type.
(b) Except as otherwise provided in this Section, by
complying with the provisions of this Article applicable to
foreign entities, a foreign entity may become a domestic entity
of a different type if the conversion is authorized by the law
of the foreign entity's jurisdiction of organization.
(c) If a protected agreement contains a provision that

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applies to a merger of a domestic entity, but does not refer to
a conversion, the provision applies to a conversion of the
entity as if the conversion were a merger until the provision
is amended after the effective date of this Act.
Section 202. Plan of conversion.
(a) A domestic entity may convert to a different type of
entity under this Article by approving a plan of conversion.
The plan must be in a record and contain:
(1) the name and type of the converting entity;
(2) the name, jurisdiction of organization, and type of
the converted entity;
(3) the manner of converting the interests in the
converting entity into interests, securities, obligations,
rights to acquire interests or securities, cash, or other
property, or any combination of the foregoing;
(4) the proposed public organic document of the
converted entity if it will be a filing entity;
(5) the full text of the private organic rules of the
converted entity that are proposed to be in a record;
(6) the other terms and conditions of the conversion;
and
(7) any other provision required by the law of this
State or the organic rules of the converting entity.
(b) A plan of conversion may contain any other provision
not prohibited by law.

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Section 203. Approval of conversion.
(a) A plan of conversion is not effective unless it has
been approved:
(1) by a domestic converting entity:
(A) in accordance with the requirements, if any, in
its organic rules for approval of a conversion;
(B) if its organic rules do not provide for
approval of a conversion, in accordance with the
requirements, if any, in its organic law and organic
rules for approval of:
(i) in the case of an entity that is not a
business corporation, a merger, as if the
conversion were a merger; or
(ii) in the case of a business corporation, a
merger requiring approval by a vote of the interest
holders of the business corporation, as if the
conversion were that type of merger; or
(C) if neither its organic law nor organic rules
provide for approval of a conversion or a merger
described in subparagraph (B)(ii), by all of the
interest holders of the entity entitled to vote on or
consent to any matter; and
(2) in a record, by each interest holder of a domestic
converting entity that will have interest holder liability
for liabilities that arise after the conversion becomes

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effective, unless, in the case of an entity that is not a
business or nonprofit corporation:
(A) the organic rules of the entity provide in a
record for the approval of a conversion or a merger in
which some or all of its interest holders become
subject to interest holder liability by the vote or
consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a
record to that provision of the organic rules or became
an interest holder after the adoption of that
provision.
(b) A conversion of a foreign converting entity is not
effective unless it is approved by the foreign entity in
accordance with the law of the foreign entity's jurisdiction of
organization.
Section 204. Amendment or abandonment of plan of
conversion.
(a) A plan of conversion of a domestic converting entity
may be amended:
(1) in the same manner as the plan was approved, if the
plan does not provide for the manner in which it may be
amended; or
(2) by the governors or interest holders of the entity
in the manner provided in the plan, but an interest holder
that was entitled to vote on or consent to approval of the

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plan of conversion is entitled to vote on or consent to any
amendment of the plan that will change:
(A) the amount or kind of interests, securities,
obligations, rights to acquire interests or
securities, cash, or other property, or any
combination of the foregoing, to be received by any of
the interest holders of the converting entity under the
plan;
(B) the public organic document or private organic
rules of the converted entity that will be in effect
immediately after the conversion becomes effective,
except for changes that do not require approval of the
interest holders of the converted entity under its
organic law or organic rules; or
(C) any other terms or conditions of the plan, if
the change would adversely affect the interest holder
in any material respect.
(b) After a plan of conversion has been approved by a
domestic converting entity and before a statement of conversion
becomes effective, the plan may be abandoned:
(1) as provided in the plan; or
(2) unless prohibited by the plan, in the same manner
as the plan was approved.
(c) If a plan of conversion is abandoned after a statement
of conversion has been filed with the Secretary of State and
before the filing becomes effective, a statement of

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abandonment, signed on behalf of the entity, must be filed with
the Secretary of State before the time the statement of
conversion becomes effective. The statement of abandonment
takes effect upon filing, and the conversion is abandoned and
does not become effective. The statement of abandonment must
contain:
(1) the name of the converting entity;
(2) the date on which the statement of conversion was
filed; and
(3) a statement that the conversion has been abandoned
in accordance with this Section.
Section 205. Statement of conversion; effective date.
(a) A statement of conversion must be signed on behalf of
the converting entity and filed with the Secretary of State.
(b) A statement of conversion must contain:
(1) the name and type of the converting entity;
(2) the name and type of the converted entity;
(3) if the statement of conversion is not to be
effective upon filing, the later date and time on which it
will become effective, which may not be more than 90 days
after the date of filing;
(4) a statement that the plan of conversion was
approved in accordance with this Article;
(5) the text of the converted entity's public organic
document, as an attachment, signed by a person authorized

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by the entity; and
(6) if the converted entity is a domestic limited
liability partnership, the text of its statement of
qualification, as an attachment, signed by a person
authorized by the entity.
(c) In addition to the requirements of subsection (b), a
statement of conversion may contain any other provision not
prohibited by law.
(d) If the converted entity is a domestic entity, its
public organic document, if any, must satisfy the requirements
of the law of this State and may omit any provision that is not
required to be included in a restatement of the public organic
document.
(e) A plan of conversion that is signed on behalf of a
domestic converting entity and meets all of the requirements of
subsection (b) may be filed with the Secretary of State instead
of a statement of conversion and upon filing has the same
effect. If a plan of conversion is filed as provided in this
subsection, references in this Act to a statement of conversion
refer to the plan of conversion filed under this subsection.
(f) A statement of conversion becomes effective upon the
date and time of filing or the later date and time specified in
the statement of conversion.
Section 206. Effect of conversion.
(a) When a conversion becomes effective:

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(1) the converted entity is:
(A) organized under and subject to the organic law
of the converted entity; and
(B) the same entity without interruption as the
converting entity, even though the organic law of the
converted entity may require the name of the converted
entity may be modified based on the type of entity;
(2) all property of the converting entity continues to
be vested in the converted entity without assignment,
reversion, or impairment;
(3) all liabilities of the converting entity continue
as liabilities of the converted entity;
(4) except as provided by law other than this Act or
the plan of conversion, all of the rights, privileges,
immunities, powers, and purposes of the converting entity
remain in the converted entity;
(5) the name of the converted entity may be substituted
for the name of the converting entity in any pending action
or proceeding;
(6) if a converted entity is a filing entity, its
public organic document is effective and is binding on its
interest holders;
(7) if the converted entity is a limited liability
partnership, its statement of qualification is effective
simultaneously;
(8) the private organic rules of the converted entity

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that are to be in a record, if any, approved as part of the
plan of conversion are effective and are binding on and
enforceable by:
(A) its interest holders; and
(B) in the case of a converted entity that is not a
business corporation or nonprofit corporation, any
other person that is a party to an agreement that is
part of the entity's private organic rules; and
(9) the interests in the converting entity are
converted, and the interest holders of the converting
entity are entitled only to the rights provided to them
under the plan of conversion and to any appraisal rights
they have under Section 109 and the converting entity's
organic law.
(b) Except as otherwise provided in the organic law or
organic rules of the converting entity, the conversion does not
give rise to any rights that an interest holder, governor, or
third party would otherwise have upon a dissolution,
liquidation, or winding-up of the converting entity.
(c) When a conversion becomes effective, a person that did
not have interest holder liability with respect to the
converting entity and that becomes subject to interest holder
liability with respect to a domestic entity as a result of a
conversion has interest holder liability only to the extent
provided by the organic law of the entity and only for those
liabilities that arise after the conversion becomes effective.

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(d) When a conversion becomes effective:
(1) the conversion does not discharge any interest
holder liability under the organic law of a domestic
converting entity to the extent the interest holder
liability arose before the conversion became effective;
(2) a person does not have interest holder liability
under the organic law of a domestic converting entity for
any liability that arises after the conversion becomes
effective;
(3) the organic law of a domestic converting entity
continues to apply to the release, collection, or discharge
of any interest holder liability preserved under paragraph
(1) as if the conversion had not occurred; and
(4) a person has whatever rights of contribution from
any other person as are provided by the organic law or
organic rules of the domestic converting entity with
respect to any interest holder liability preserved under
paragraph (1) as if the conversion had not occurred.
(e) When a conversion becomes effective, a foreign entity
that is the converted entity:
(1) may be served with process in this State for the
collection and enforcement of any of its liabilities; and
(2) appoints the Secretary of State as its agent for
service of process for collecting or enforcing those
liabilities.
(f) If the converting entity is a qualified foreign entity,

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the certificate of authority or other foreign qualification of
the converting entity is canceled when the conversion becomes
effective.
(g) A conversion does not require the entity to wind up its
affairs and does not constitute or cause the dissolution of the
entity.
ARTICLE 3.
DOMESTICATION
Section 301. Domestication authorized.
(a) Except as otherwise provided in this Section, by
complying with this Article, a domestic entity may become a
domestic entity of the same type in a foreign jurisdiction if
the domestication is authorized by the law of the foreign
jurisdiction.
(b) Except as otherwise provided in this Section, by
complying with the provisions of this Article applicable to
foreign entities a foreign entity may become a domestic entity
of the same type in this State if the domestication is
authorized by the law of the foreign entity's jurisdiction of
organization.
(c) When the term domestic entity is used in this Article
with reference to a foreign jurisdiction, it means an entity
whose internal affairs are governed by the law of the foreign
jurisdiction.

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(d) If a protected agreement contains a provision that
applies to a merger of a domestic entity but does not refer to
a domestication, the provision applies to a domestication of
the entity as if the domestication were a merger until the
provision is amended after the effective date of this Act.
Section 302. Plan of domestication.
(a) A domestic entity may become a foreign entity in a
domestication by approving a plan of domestication. The plan
must be in a record and contain:
(1) the name and type of the domesticating entity;
(2) the name and jurisdiction of organization of the
domesticated entity;
(3) the manner of converting the interests in the
domesticating entity into interests, securities,
obligations, rights to acquire interests or securities,
cash, or other property, or any combination of the
foregoing;
(4) the proposed public organic document of the
domesticated entity if it is a filing entity;
(5) the full text of the private organic rules of the
domesticated entity that are proposed to be in a record;
(6) the other terms and conditions of the
domestication; and
(7) any other provision required by the law of this
State or the organic rules of the domesticating entity.

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(b) A plan of domestication may contain any other provision
not prohibited by law.
Section 303. Approval of domestication.
(a) A plan of domestication is not effective unless it has
been approved:
(1) by a domestic domesticating entity:
(A) in accordance with the requirements, if any, in
its organic rules for approval of a domestication;
(B) if its organic rules do not provide for
approval of a domestication, in accordance with the
requirements, if any, in its organic law and organic
rules for approval of:
(i) in the case of an entity that is not a
business corporation, a merger, as if the
domestication were a merger; or
(ii) in the case of a business corporation, a
merger requiring approval by a vote of the interest
holders of the business corporation, as if the
domestication were that type of merger; or
(C) if neither its organic law nor organic rules
provide for approval of a domestication or a merger
described in subparagraph (B)(ii), by all of the
interest holders of the entity entitled to vote on or
consent to any matter; and
(2) in a record, by each interest holder of a domestic

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domesticating entity that will have interest holder
liability for liabilities that arise after the
domestication becomes effective, unless, in the case of an
entity that is not a business corporation or nonprofit
corporation:
(A) the organic rules of the entity in a record
provide for the approval of a domestication or merger
in which some or all of its interest holders become
subject to interest holder liability by the vote or
consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a
record to that provision of the organic rules or became
an interest holder after the adoption of that
provision.
(b) A domestication of a foreign domesticating entity is
not effective unless it is approved in accordance with the law
of the foreign entity's jurisdiction of organization.
Section 304. Amendment or abandonment of plan of
domestication.
(a) A plan of domestication of a domestic domesticating
entity may be amended:
(1) in the same manner as the plan was approved, if the
plan does not provide for the manner in which it may be
amended; or
(2) by the governors or interest holders of the entity

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in the manner provided in the plan, but an interest holder
that was entitled to vote on or consent to approval of the
domestication is entitled to vote on or consent to any
amendment of the plan that will change:
(A) the amount or kind of interests, securities,
obligations, rights to acquire interests or
securities, cash, or other property, or any
combination of the foregoing, to be received by any of
the interest holders of the domesticating entity under
the plan;
(B) the public organic document or private organic
rules of the domesticated entity that will be in effect
immediately after the domestication becomes effective,
except for changes that do not require approval of the
interest holders of the domesticated entity under its
organic law or organic rules; or
(C) any other terms or conditions of the plan, if
the change would adversely affect the interest holder
in any material respect.
(b) After a plan of domestication has been approved by a
domestic domesticating entity and before a statement of
domestication becomes effective, the plan may be abandoned:
(1) as provided in the plan; or
(2) unless prohibited by the plan, in the same manner
as the plan was approved.
(c) If a plan of domestication is abandoned after a

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statement of domestication has been filed with the Secretary of
State and before the filing becomes effective, a statement of
abandonment, signed on behalf of the entity, must be filed with
the Secretary of State before the time the statement of
domestication becomes effective. The statement of abandonment
takes effect upon filing, and the domestication is abandoned
and does not become effective. The statement of abandonment
must contain:
(1) the name of the domesticating entity;
(2) the date on which the statement of domestication
was filed; and
(3) a statement that the domestication has been
abandoned in accordance with this Section.
Section 305. Statement of domestication; effective date.
(a) A statement of domestication must be signed on behalf
of the domesticating entity and filed with the Secretary of
State.
(b) A statement of domestication must contain:
(1) the name, jurisdiction of organization, and type of
the domesticating entity;
(2) the name and jurisdiction of organization of the
domesticated entity;
(3) if the statement of domestication is not to be
effective upon filing, the later date and time on which it
will become effective, which may not be more than 90 days

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after the date of filing;
(4) if the domesticating entity is a domestic entity, a
statement that the plan of domestication was approved in
accordance with this Article or, if the domesticating
entity is a foreign entity, a statement that the
domestication was approved in accordance with the law of
its jurisdiction of organization;
(5) if the domesticated entity is a domestic filing
entity, its public organic document, as an attachment
signed by a person authorized by the entity;
(6) if the domesticated entity is a domestic limited
liability partnership, its statement of qualification, as
an attachment; and
(7) if the domesticated entity is a foreign entity that
is not a qualified foreign entity, a mailing address to
which the Secretary of State may send any process served on
the Secretary of State pursuant to subsection (e) of
Section 306.
(c) In addition to the requirements of subsection (b), a
statement of domestication may contain any other provision not
prohibited by law.
(d) If the domesticated entity is a domestic entity, its
public organic document, if any, must satisfy the requirements
of the law of this State and may omit any provision that is not
required to be included in a restatement of the public organic
document.

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(e) A statement of domestication becomes effective upon the
date and time of filing or the later date and time specified in
the statement of domestication.
Section 306. Effect of domestication.
(a) When a domestication becomes effective:
(1) the domesticated entity is:
(A) organized under and subject to the organic law
of the domesticated entity; and
(B) the same entity without interruption as the
domesticating entity;
(2) all property of the domesticating entity continues
to be vested in the domesticated entity without assignment,
reversion, or impairment;
(3) all liabilities of the domesticating entity
continue as liabilities of the domesticated entity;
(4) except as provided by law other than this Act or
the plan of domestication, all of the rights, privileges,
immunities, powers, and purposes of the domesticating
entity remain in the domesticated entity;
(5) the name of the domesticated entity may be
substituted for the name of the domesticating entity in any
pending action or proceeding;
(6) if the domesticated entity is a filing entity, its
public organic document is effective and is binding on its
interest holders;

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(7) the private organic rules of the domesticated
entity that are to be in a record, if any, approved as part
of the plan of domestication are effective and are binding
on and enforceable by:
(A) its interest holders; and
(B) in the case of a domesticated entity that is
not a business corporation or nonprofit corporation,
any other person that is a party to an agreement that
is part of the domesticated entity's private organic
rules; and
(8) the interests in the domesticating entity are
converted to the extent and as approved in connection with
the domestication, and the interest holders of the
domesticating entity are entitled only to the rights
provided to them under the plan of domestication and to any
appraisal rights they have under Section 109 and the
domesticating entity's organic law.
(b) Except as otherwise provided in the organic law or
organic rules of the domesticating entity, the domestication
does not give rise to any rights that an interest holder,
governor, or third party would otherwise have upon a
dissolution, liquidation, or winding-up of the domesticating
entity.
(c) When a domestication becomes effective, a person that
did not have interest holder liability with respect to the
domesticating entity and that becomes subject to interest

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holder liability with respect to a domestic entity as a result
of the domestication has interest holder liability only to the
extent provided by the organic law of the entity and only for
those liabilities that arise after the domestication becomes
effective.
(d) When a domestication becomes effective:
(1) the domestication does not discharge any interest
holder liability under the organic law of a domestic
domesticating entity to the extent the interest holder
liability arose before the domestication became effective;
(2) a person does not have interest holder liability
under the organic law of a domestic domesticating entity
for any liability that arises after the domestication
becomes effective;
(3) the organic law of a domestic domesticating entity
continues to apply to the release, collection, or discharge
of any interest holder liability preserved under paragraph
(1) as if the domestication had not occurred; and
(4) a person has whatever rights of contribution from
any other person as are provided by the organic law or
organic rules of a domestic domesticating entity with
respect to any interest holder liability preserved under
paragraph (1) as if the domestication had not occurred.
(e) When a domestication becomes effective, a foreign
entity that is the domesticated entity:
(1) may be served with process in this State for the

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collection and enforcement of any of its liabilities; and
(2) appoints the Secretary of State as its agent for
service of process for collecting or enforcing those
liabilities.
(f) If the domesticating entity is a qualified foreign
entity, the certificate of authority or other foreign
qualification of the domesticating entity is canceled when the
domestication becomes effective.
(g) A domestication does not require the entity to wind up
its affairs and does not constitute or cause the dissolution of
the entity.
ARTICLE 4.
FEES AND OTHER MATTERS
Section 401. Fees.
(a) The Secretary of State shall charge and collect in
accordance with the provisions of this Act and the rules
adopted under its authority all of the following:
(1) Fees for filing documents.
(2) Miscellaneous charges.
(3) Fees for the sale of lists of filings and for
copies of any documents.
(b) The Secretary of State shall charge and collect for all
of the following:
(1) Filing statement of conversion, $100.

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(2) Filing statement of domestication, $100.
(3) Filing statement of amendments, $150.
(4) Filing statement of abandonment, $100.
Section 402. Powers of Secretary of State and rulemaking.
(a) The Secretary of State has the power and authority
reasonably necessary to administer this Act efficiently and to
perform the duties imposed in this Act. The Secretary of
State's function under this Act is to be a central depository
for the statements required by this Act.
(b) The Secretary of State has the power and authority to
adopt rules, in accordance with the Illinois Administrative
Procedure Act, necessary to administer this Act efficiently and
to perform the duties imposed in this Act.
Section 403. Certified copies and certificates.
(a) Copies, photostatic or otherwise, of documents filed in
the Office of the Secretary of State in accordance with this
Act, when certified by the Secretary of State under the Great
Seal of the State of Illinois, shall be taken and received in
all courts, public offices, and official bodies as prima facie
evidence of the facts stated in the documents.
(b) Certificates by the Secretary of State under the Great
Seal of the State of Illinois as to the existence or
nonexistence of facts relating to entities filing under this
Act, which would not appear from a certified copy of any

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document, shall be taken and received in all courts, public
offices, and official bodies as prima facie evidence of the
existence or nonexistence of the facts stated.
Section 404. Forms. All documents required by this Act to
be filed in the Office of the Secretary of State shall be made
on forms prescribed and furnished by the Secretary of State.
Section 405. File number. All documents required by this
Act to be filed in the Office of the Secretary of State shall
contain the filing entity's file number as assigned by the
Office of the Secretary of State.
Section 406. Miscellaneous charges. The Secretary of State
shall charge and collect:
(1) For furnishing a copy or certified copy of any
document, instrument, or paper relating to a corporation,
or for a certificate, $5.
(2) At the time of any service of process, notice, or
demand on him or her as resident agent of a corporation,
$10, which amount may be recovered as taxable costs by the
party to the suit or action causing such service to be made
if such party prevails in the suit or action.
Section 407. Department of Business Services Special
Operations Fund.

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(a) The Secretary of State may charge and collect a fee for
expedited services as follows:
(1) Filing statement of conversion, $200.
(2) Filing statement of domestication, $200.
(3) Filing statement of amendments, $200.
(4) Filing statement of abandonment, $200.
(b) All moneys collected under this Section shall be
deposited into the Department of Business Services Special
Operations Fund. No other fees or taxes collected under this
Act shall be deposited into that Fund.
(c) As used in this Section, "expedited services" has the
meaning ascribed to that term in Section 15.95 of the Business
Corporation Act of 1983.
ARTICLE 9.
MISCELLANEOUS
Section 901. The Business Corporation Act of 1983 is
amended by changing Section 13.45 and by adding Section 1.63 as
follows:
(805 ILCS 5/1.63 new)
Sec. 1.63. Conversions and domestications. Conversions and
domestications are governed by the Entity Omnibus Act.
(805 ILCS 5/13.45) (from Ch. 32, par. 13.45)

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Sec. 13.45. Withdrawal of foreign corporation. A foreign
corporation authorized to transact business in this State may
withdraw from this State upon filing with the Secretary of
State an application for withdrawal. In order to procure such
withdrawal, the foreign corporation shall:
(a) execute and file in duplicate, in accordance with
Section 1.10 of this Act, an application for withdrawal and
a final report, which shall set forth:
(1) that no proportion of its issued shares is, on
the date of the application, represented by business
transacted or property located in this State;
(2) that it surrenders its authority to transact
business in this State;
(3) that it revokes the authority of its registered
agent in this State to accept service of process and
consents that service of process in any suit, action,
or proceeding based upon any cause of action arising in
this State during the time the corporation was licensed
to transact business in this State may thereafter be
made on the corporation by service on the Secretary of
State;
(4) a post-office address to which may be mailed a
copy of any process against the corporation that may be
served on the Secretary of State;
(5) the name of the corporation and the state or
country under the laws of which it is organized;

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(6) a statement of the aggregate number of issued
shares of the corporation itemized by classes, and
series, if any, within a class, as of the date of the
final report;
(7) a statement of the amount of paid-in capital of
the corporation as of the date of the final report; and
(8) such additional information as may be
necessary or appropriate in order to enable the
Secretary of State to determine and assess any unpaid
fees or franchise taxes payable by the foreign
corporation as prescribed in this Act; or
(b) if it has been dissolved, file a copy of the
articles of dissolution duly authenticated by the proper
officer of the state or country under the laws of which the
corporation was organized; or
(c) if it has been the non-survivor of a statutory
merger and the surviving entity was a foreign corporation
or limited liability company which had not obtained
authority to transact business in this State, file a copy
of the articles of merger duly authenticated by the proper
officer of the state or country under the laws of which the
corporation or limited liability company was organized; or
(d) if it has been converted into another entity, file
a copy of the statement articles of conversion duly
authenticated by the proper officer of the state or country
under the laws of which the corporation was organized.

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The application for withdrawal and the final report shall
be made on forms prescribed and furnished by the Secretary of
State.
When the corporation has complied with subsection (a) of
this Section, the Secretary of State shall file the application
for withdrawal and mail a copy of the application to the
corporation or its representative. If the provisions of
subsection (b) of this Section have been followed, the
Secretary of State shall file the copy of the articles of
dissolution in his or her office.
Upon the filing of the application for withdrawal or copy
of the articles of dissolution, the authority of the
corporation to transact business in this State shall cease.
(Source: P.A. 98-171, eff. 8-5-13.)
Section 902. The Professional Service Corporation Act is
amended by changing Section 5 as follows:
(805 ILCS 10/5) (from Ch. 32, par. 415-5)
Sec. 5. A professional corporation organized under this Act
may consolidate or merge only with another domestic
professional corporation organized under this Act to render the
same specific professional service or related professional
services or with a domestic limited liability company organized
under the Limited Liability Company Act to render the same
specific professional service or related professional services

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and a merger or consolidation with any foreign corporation or
foreign limited liability company is prohibited. A
professional association organized under the "Act to Authorize
Professional Associations", approved August 9, 1961, as
amended, may merge with a professional corporation formed under
this Act by complying with Section 4 of this Act. A conversion
to or from a professional corporation under the Entity Omnibus
Act is permitted only if the converted entity is organized to
render the same specific professional service or related
professional services. The domestication provisions in the
Entity Omnibus Act do not apply to a professional corporation
organized under this Act seeking to domesticate in a foreign
jurisdiction.
(Source: P.A. 95-368, eff. 8-23-07.)
Section 903. The Medical Corporation Act is amended by
changing Section 3 as follows:
(805 ILCS 15/3) (from Ch. 32, par. 633)
Sec. 3. The "Business Corporation Act of 1983", as
heretofore or hereafter amended, and the Entity Omnibus Act
shall be applicable to such corporations, including their
organization, and they shall enjoy the powers and privileges
and be subject to the duties, restrictions and liabilities of
other corporations, except so far as the same may be limited or
enlarged by this Act. If any provision of this Act conflicts

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with the "Business Corporation Act of 1983" or the Entity
Omnibus Act, this Act shall take precedence.
(Source: P.A. 83-1362.)
Section 904. The General Not For Profit Corporation Act of
1986 is amended by changing Section 101.70 as follows:
(805 ILCS 105/101.70) (from Ch. 32, par. 101.70)
Sec. 101.70. Application of Act.
(a) Except as otherwise provided in this Act, the
provisions of this Act relating to domestic corporations shall
apply to:
(1) All corporations organized hereunder;
(2) All corporations heretofore organized under the
"General Not for Profit Corporation Act", approved July 17,
1943, as amended;
(3) All not-for-profit corporations heretofore
organized under Sections 29 to 34, inclusive, of an Act
entitled "An Act Concerning Corporations" approved April
18, 1872, in force July 1, 1872, as amended;
(4) Each not-for-profit corporation, without shares or
capital stock, heretofore organized under any general law
or created by Special Act of the Legislature of this State
for a purpose or purposes for which a corporation may be
organized under this Act, but not otherwise entitled to the
rights, privileges, immunities and franchises provided by

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this Act, which shall elect to accept this Act as
hereinafter provided; and
(5) Each corporation having shares or capital stock,
heretofore organized under any general law or created by
Special Act of the Legislature of this State prior to the
adoption of the Constitution of 1870, for a purpose or
purposes for which a corporation may be organized under
this Act, which shall elect to accept this Act as
hereinafter provided.
(b) Except as otherwise provided by this Act, the
provisions of this Act relating to foreign corporations shall
apply to:
(1) All foreign corporations which procure authority
hereunder to conduct affairs in this State;
(2) All foreign corporations heretofore having
authority to conduct affairs in this State under the
"General Not for Profit Corporation Act", approved July 17,
1943, as amended; and
(3) All foreign not-for-profit corporations conducting
affairs in this State for a purpose or purposes for which a
corporation might be organized under this Act.
(c) The provisions of subsection (b) of Section 110.05 of
this Act relating to revival of the articles of incorporation
and extension of the period of corporate duration of a domestic
corporation shall apply to all corporations organized under the
"General Not for Profit Corporation Act", approved July 17,

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1943, as amended, and whose period of duration has expired.
(d) The provisions of Section 112.45 of this Act relating
to reinstatement following administrative dissolution of a
domestic corporation shall apply to all corporations
involuntarily dissolved after June 30, 1974, by the Secretary
of State, pursuant to Section 50a of the "General Not for
Profit Corporation Act", approved July 17, 1943, as amended.
(e) The provisions of Section 113.60 of this Act relating
to reinstatement following revocation of authority of a foreign
corporation shall apply to all foreign corporations which had
their authority revoked by the Secretary of State pursuant to
Section 84 or Section 84a of the "General Not for Profit
Corporation Act", approved July 17, 1943, as amended.
(f) Conversions and domestications are governed by the
Entity Omnibus Act.
(Source: P.A. 96-66, eff. 1-1-10.)
Section 905. The Limited Liability Company Act is amended
by changing Sections 15-1, 15-5, 35-45, 37-5, 37-10, 37-36,
50-10, and 50-50 as follows:
(805 ILCS 180/15-1)
(Text of Section before amendment by P.A. 99-637)
Sec. 15-1. Management of limited liability company.
(a) In a member-managed company:
(1) each member has equal rights in the management and

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conduct of the company's business; and
(2) except as otherwise provided in subsection (c) of
this Section, any matter relating to the business of the
company may be decided by a majority of the members.
(b) In a manager-managed company:
(1) each manager has equal rights in the management and
conduct of the company's business;
(2) except as otherwise provided in subsection (c) of
this Section, any matter relating to the business of the
company may be exclusively decided by the manager or, if
there is more than one manager, by a majority of the
managers; and
(3) a manager:
(A) must be designated, appointed, elected,
removed, or replaced by a vote, approval, or consent of
a majority of the members; and
(B) holds office until a successor has been elected
and qualified, unless the manager sooner resigns or is
removed.
(c) The only matters of a member or manager-managed
company's business requiring the consent of all of the members
are the following:
(1) the amendment of the operating agreement under
Section 15-5;
(2) an amendment to the articles of organization under
Article 5;

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(3) the compromise of an obligation to make a
contribution under Section 20-5;
(4) the compromise, as among members, of an obligation
of a member to make a contribution or return money or other
property paid or distributed in violation of this Act;
(5) the making of interim distributions under
subsection (a) of Section 25-1, including the redemption of
an interest;
(6) the admission of a new member;
(7) the use of the company's property to redeem an
interest subject to a charging order;
(8) the consent to dissolve the company under
subdivision (2) of subsection (a) of Section 35-1;
(9) a waiver of the right to have the company's
business wound up and the company terminated under Section
35-3;
(10) the consent of members to merge with another
entity under Section 37-20; and
(11) the sale, lease, exchange, or other disposal of
all, or substantially all, of the company's property with
or without goodwill.
(d) Action requiring the consent of members or managers
under this Act may be taken without a meeting.
(e) A member or manager may appoint a proxy to vote or
otherwise act for the member or manager by signing an
appointment instrument, either personally or by the member or

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manager's attorney-in-fact.
(Source: P.A. 90-424, eff. 1-1-98.)
(Text of Section after amendment by P.A. 99-637)
Sec. 15-1. Management of limited liability company.
(a) A limited liability company is a member-managed limited
liability company unless the operating agreement:
(1) expressly provides that:
(A) the company is or will be manager-managed;
(B) the company is or will be managed by managers;
or
(C) management of the company is or will be vested
in managers; or
(2) includes words of similar import.
(b) In a member-managed company:
(1) each member has equal rights in the management and
conduct of the company's business; and
(2) except as otherwise provided in subsection (d) of
this Section, any matter relating to the business of the
company may be decided by a majority of the members.
(c) In a manager-managed company:
(1) each manager has equal rights in the management and
conduct of the company's business;
(2) except as otherwise provided in subsection (d) of
this Section, any matter relating to the business of the
company may be exclusively decided by the manager or, if

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there is more than one manager, by a majority of the
managers; and
(3) a manager:
(A) must be designated, appointed, elected,
removed, or replaced by a vote, approval, or consent of
a majority of the members; and
(B) holds office until a successor has been elected
and qualified, unless the manager sooner resigns or is
removed.
(d) The only matters of a member or manager-managed
company's business requiring the consent of all of the members
are the following:
(1) the amendment of the operating agreement under
Section 15-5;
(2) an amendment to the articles of organization under
Article 5;
(3) the compromise of an obligation to make a
contribution under Section 20-5;
(4) the compromise, as among members, of an obligation
of a member to make a contribution or return money or other
property paid or distributed in violation of this Act;
(5) the redemption of an interest;
(6) the admission of a new member;
(7) the use of the company's property to redeem an
interest subject to a charging order;
(8) the consent to dissolve the company under

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subdivision (2) of subsection (a) of Section 35-1;
(9) the consent of members to convert, merge with
another entity or domesticate under Article 37 or the
Entity Omnibus Act; and
(10) the sale, lease, exchange, or other disposal of
all, or substantially all, of the company's property with
or without goodwill.
(e) Action requiring the consent of members or managers
under this Act may be taken without a meeting.
(f) A member or manager may appoint a proxy to vote or
otherwise act for the member or manager by signing an
appointment instrument, either personally or by the member or
manager's attorney-in-fact.
(Source: P.A. 99-637, eff. 7-1-17.)
(805 ILCS 180/15-5)
(Text of Section before amendment by P.A. 99-637)
Sec. 15-5. Operating agreement.
(a) All members of a limited liability company may enter
into an operating agreement to regulate the affairs of the
company and the conduct of its business and to govern relations
among the members, managers, and company. To the extent the
operating agreement does not otherwise provide, this Act
governs relations among the members, managers, and company.
Except as provided in subsection (b) of this Section, an
operating agreement may modify any provision or provisions of

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this Act governing relations among the members, managers, and
company.
(b) The operating agreement may not:
(1) unreasonably restrict a right to information or
access to records under Section 10-15;
(2) vary the right to expel a member in an event
specified in subdivision (6) of Section 35-45;
(3) vary the requirement to wind up the limited
liability company's business in a case specified in
subdivisions (3) or (4) of Section 35-1;
(4) restrict rights of a person, other than a manager,
member, and transferee of a member's distributional
interest, under this Act;
(5) restrict the power of a member to dissociate under
Section 35-50, although an operating agreement may
determine whether a dissociation is wrongful under Section
35-50, and it may eliminate or vary the obligation of the
limited liability company to purchase the dissociated
member's distributional interest under Section 35-60;
(6) eliminate or reduce a member's fiduciary duties,
but may;
(A) identify specific types or categories of
activities that do not violate these duties, if not
manifestly unreasonable; and
(B) specify the number or percentage of members or
disinterested managers that may authorize or ratify,

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after full disclosure of all materials facts, a
specific act or transaction that otherwise would
violate these duties;
(6.5) eliminate or reduce the obligations or purposes a
low-profit limited liability company undertakes when
organized under Section 1-26; or
(7) eliminate or reduce the obligation of good faith
and fair dealing under subsection (d) of Section 15-3, but
the operating agreement may determine the standards by
which the performance of the obligation is to be measured,
if the standards are not manifestly unreasonable.
(c) In a limited liability company with only one member,
the operating agreement includes any of the following:
(1) Any writing, without regard to whether the writing
otherwise constitutes an agreement, as to the company's
affairs signed by the sole member.
(2) Any written agreement between the member and the
company as to the company's affairs.
(3) Any agreement, which need not be in writing,
between the member and the company as to a company's
affairs, provided that the company is managed by a manager
who is a person other than the member.
(Source: P.A. 96-126, eff. 1-1-10.)
(Text of Section after amendment by P.A. 99-637)
Sec. 15-5. Operating agreement.

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(a) All members of a limited liability company may enter
into an operating agreement to regulate the affairs of the
company and the conduct of its business and to govern relations
among the members, managers, and company. The operating
agreement may establish that a limited liability company is a
manager-managed limited liability company and the rights and
duties under this Act of a person in the capacity of a manager.
To the extent the operating agreement does not otherwise
provide, this Act governs relations among the members,
managers, and company. Except as provided in subsections (b),
(c), (d), and (e) of this Section, an operating agreement may
modify any provision or provisions of this Act governing
relations among the members, managers, and company.
(b) The operating agreement may not:
(1) unreasonably restrict a right to information or
access to records under Section 1-40 or Section 10-15;
(2) vary the right to expel a member in an event
specified in subdivision (6) of Section 35-45;
(3) vary the requirement to wind up the limited
liability company's business in a case specified in
subdivision (4), (5), or (6) of subsection (a) of Section
35-1;
(4) restrict rights of a person, other than a manager,
member, and transferee of a member's distributional
interest, under this Act;
(5) restrict the power of a member to dissociate under

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Section 35-50, although an operating agreement may
determine whether a dissociation is wrongful under Section
35-50;
(6) (blank);
(6.5) eliminate or reduce the obligations or purposes a
low-profit limited liability company undertakes when
organized under Section 1-26;
(7) eliminate or reduce the obligation of good faith
and fair dealing under subsection (d) of Section 15-3, but
the operating agreement may determine the standards by
which the performance of the member's duties or the
exercise of the member's rights is to be measured;
(8) eliminate, vary, or restrict the priority of a
statement of authority over provisions in the articles of
organization as provided in subsection (h) of Section
13-15;
(9) vary the law applicable under Section 1-65;
(10) vary the power of the court under Section 5-50; or
(11) restrict the right to approve a merger,
conversion, or domestication under Article 37 or the Entity
Omnibus Act of a member that will have personal liability
with respect to a surviving, converted, or domesticated
organization.
(c) The operating agreement may:
(1) restrict or eliminate a fiduciary duty, other than
the duty of care described in subsection (c) of Section

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15-3, but only to the extent the restriction or elimination
in the operating agreement is clear and unambiguous;
(2) identify specific types or categories of
activities that do not violate any fiduciary duty; and
(3) alter the duty of care, except to authorize
intentional misconduct or knowing violation of law.
(d) The operating agreement may specify the method by which
a specific act or transaction that would otherwise violate the
duty of loyalty may be authorized or ratified by one or more
disinterested and independent persons after full disclosure of
all material facts.
(e) The operating agreement may alter or eliminate the
right to payment or reimbursement for a member or manager
provided by Section 15-7 and may eliminate or limit a member or
manager's liability to the limited liability company and
members for money damages, except for:
(1) subject to subsections (c) and (d) of this Section,
breach of the duties as required in subdivisions (1), (2),
and (3) of subsection (b) of Section 15-3 and subsection
(g) of Section 15-3;
(2) a financial benefit received by the member or
manager to which the member or manager is not entitled;
(3) a breach of a duty under Section 25-35;
(4) intentional infliction of harm on the company or a
member; or
(5) an intentional violation of criminal law.

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(f) A limited liability company is bound by and may enforce
the operating agreement, whether or not the company has itself
manifested assent to the operating agreement.
(g) A person that becomes a member of a limited liability
company is deemed to assent to the operating agreement.
(h) An operating agreement may be entered into before,
after, or at the time of filing of articles of organization
and, whether entered into before, after, or at the time of the
filing, may be made effective as of the time of formation of
the limited liability company or as of the time or date
provided in the operating agreement.
(Source: P.A. 99-637, eff. 7-1-17.)
(805 ILCS 180/35-45)
(Text of Section before amendment by P.A. 99-637)
Sec. 35-45. Events causing member's dissociation. A member
is dissociated from a limited liability company upon the
occurrence of any of the following events:
(1) The company's having notice of the member's express
will to withdraw upon the date of notice or on a later date
specified by the member.
(2) An event agreed to in the operating agreement as
causing the member's dissociation.
(3) Upon transfer of all of a member's distributional
interest, other than a transfer for security purposes or a
court order charging the member's distributional interest that

10000HB2963ham001 - 52 - LRB100 11268 JLS 23554 a
has not been foreclosed.
(4) The member's expulsion pursuant to the operating
agreement.
(5) The member's expulsion by unanimous vote of the other
members if:
(A) it is unlawful to carry on the company's business
with the member;
(B) there has been a transfer of substantially all of
the member's distributional interest, other than a
transfer for security purposes or a court order charging
the member's distributional interest that has not been
foreclosed;
(C) within 90 days after the company notifies a
corporate member that it will be expelled because it has
filed a certificate of dissolution or the equivalent, its
charter has been revoked, or its right to conduct business
has been suspended by the jurisdiction of its
incorporation, the member fails to obtain a revocation of
the certificate of dissolution or a reinstatement of its
charter or its right to conduct business; or
(D) a partnership or a limited liability company that
is a member has been dissolved and its business is being
wound up.
(6) On application by the company or another member, the
member's expulsion by judicial determination because the
member:

10000HB2963ham001 - 53 - LRB100 11268 JLS 23554 a
(A) engaged in wrongful conduct that adversely and
materially affected the company's business;
(B) willfully or persistently committed a material
breach of the operating agreement or of a duty owed to the
company or the other members under Section 15-3; or
(C) engaged in conduct relating to the company's
business that makes it not reasonably practicable to carry on
the business with the member.
(7) The member's:
(A) becoming a debtor in bankruptcy;
(B) executing an assignment for the benefit of
creditors;
(C) seeking, consenting to, or acquiescing in the
appointment of a trustee, receiver, or liquidator of the
member or of all or substantially all of the member's
property; or
(D) failing, within 90 days after the appointment, to
have vacated or stayed the appointment of a trustee,
receiver, or liquidator of the member or of all or
substantially all of the member's property obtained
without the member's consent or acquiescence, or failing
within 90 days after the expiration of a stay to have the
appointment vacated.
(8) In the case of a member who is an individual:
(A) the member's death;
(B) the appointment of a guardian or general

10000HB2963ham001 - 54 - LRB100 11268 JLS 23554 a
conservator for the member; or
(C) a judicial determination that the member has
otherwise become incapable of performing the member's
duties under the operating agreement.
(9) In the case of a member that is a trust or is acting as
a member by virtue of being a trustee of a trust, distribution
of the trust's entire rights to receive distributions from the
company, but not merely by reason of the substitution of a
successor trustee.
(10) In the case of a member that is an estate or is acting
as a member by virtue of being a personal representative of an
estate, distribution of the estate's entire rights to receive
distributions from the company, but not merely the substitution
of a successor personal representative.
(11) Termination of the existence of a member if the member
is not an individual, estate, or trust other than a business
trust.
(Source: P.A. 90-424, eff. 1-1-98.)
(Text of Section after amendment by P.A. 99-637)
Sec. 35-45. Events causing member's dissociation. A member
is dissociated from a limited liability company upon the
occurrence of any of the following events:
(1) The company's having notice of the member's express
will to withdraw upon the date of notice or on a later date
specified by the member.

10000HB2963ham001 - 55 - LRB100 11268 JLS 23554 a
(2) An event agreed to in the operating agreement as
causing the member's dissociation.
(3) Upon transfer of all of a member's distributional
interest, other than a transfer for security purposes or a
court order charging the member's distributional interest
that has not been foreclosed.
(4) The member's expulsion pursuant to the operating
agreement.
(5) The member's expulsion by unanimous vote of the
other members if:
(A) it is unlawful to carry on the company's
business with the member;
(B) there has been a transfer of substantially all
of the member's distributional interest, other than a
transfer for security purposes or a court order
charging the member's distributional interest that has
not been foreclosed;
(C) within 90 days after the company notifies a
corporate member that it will be expelled because it
has filed a certificate of dissolution or the
equivalent, its charter has been revoked, or its right
to conduct business has been suspended by the
jurisdiction of its incorporation, the member fails to
obtain a revocation of the certificate of dissolution
or a reinstatement of its charter or its right to
conduct business; or

10000HB2963ham001 - 56 - LRB100 11268 JLS 23554 a
(D) a partnership or a limited liability company
that is a member has been dissolved and its business is
being wound up.
(6) On application by the company or another member,
the member's expulsion by judicial determination because
the member:
(A) engaged in wrongful conduct that adversely and
materially affected the company's business;
(B) willfully or persistently committed a material
breach of the operating agreement or of a duty owed to
the company or the other members under Section 15-3; or
(C) engaged in conduct relating to the company's
business that makes it not reasonably practicable to
carry on the business with the member.
(7) The member's:
(A) becoming a debtor in bankruptcy;
(B) executing an assignment for the benefit of
creditors;
(C) seeking, consenting to, or acquiescing in the
appointment of a trustee, receiver, or liquidator of
the member or of all or substantially all of the
member's property; or
(D) failing, within 90 days after the appointment,
to have vacated or stayed the appointment of a trustee,
receiver, or liquidator of the member or of all or
substantially all of the member's property obtained

10000HB2963ham001 - 57 - LRB100 11268 JLS 23554 a
without the member's consent or acquiescence, or
failing within 90 days after the expiration of a stay
to have the appointment vacated.
(8) In the case of a member who is an individual:
(A) the member's death;
(B) the appointment of a guardian or general
conservator for the member; or
(C) a judicial determination that the member has
otherwise become incapable of performing the member's
duties under the operating agreement.
(9) In the case of a member that is a trust or is
acting as a member by virtue of being a trustee of a trust,
distribution of the trust's entire rights to receive
distributions from the company, but not merely by reason of
the substitution of a successor trustee.
(10) In the case of a member that is an estate or is
acting as a member by virtue of being a personal
representative of an estate, distribution of the estate's
entire rights to receive distributions from the company,
but not merely the substitution of a successor personal
representative.
(11) Termination of the existence of a member if the
member is not an individual, estate, or trust other than a
business trust.
(12) In the case of a company that participates in a
merger under Article 37, if:

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(A) the company is not the surviving entity; or
(B) otherwise as a result of the merger, the person
ceases to be a member.
(13) The company participates in a conversion under the
Entity Omnibus Act Article 37.
(14) The company participates in a domestication under
the Entity Omnibus Act Article 37, if, as a result, the
person ceases to be a member.
(Source: P.A. 99-637, eff. 7-1-17.)
(805 ILCS 180/37-5)
(Text of Section before amendment by P.A. 99-637)
Sec. 37-5. Definitions. In this Article:
"Corporation" means (i) a corporation under the Business
Corporation Act of 1983, a predecessor law, or comparable law
of another jurisdiction or (ii) a bank or savings bank.
"General partner" means a partner in a partnership and a
general partner in a limited partnership.
"Limited partner" means a limited partner in a limited
partnership.
"Limited partnership" means a limited partnership created
under the Uniform Limited Partnership Act (2001), a predecessor
law, or comparable law of another jurisdiction.
"Partner" includes a general partner and a limited partner.
"Partnership" means a general partnership under the
Uniform Partnership Act (1997), a predecessor law, or

10000HB2963ham001 - 59 - LRB100 11268 JLS 23554 a
comparable law of another jurisdiction.
"Partnership agreement" means an agreement among the
partners concerning the partnership or limited partnership.
"Shareholder" means a shareholder in a corporation.
(Source: P.A. 96-328, eff. 8-11-09.)
(Text of Section after amendment by P.A. 99-637)
Sec. 37-5. Definitions. In this Article:
"Constituent limited liability company" means a
constituent organization that is a limited liability company.
"Constituent organization" means an organization that is
party to a merger.
"Converted organization" means the organization into which
a converting organization converts pursuant to Sections 37-10
through 37-17.
"Converting limited liability company" means a converting
organization that is a limited liability company.
"Converting organization" means an organization that
converts into another organization pursuant to Sections 37-10
through 37-17.
"Domesticated company" means the company that exists after
a domesticating foreign limited liability company or limited
liability company effects a domestication pursuant to Sections
37-31 through 37-34.
"Domesticating company" means the company that effects a
domestication pursuant to Sections 37-31 through 37-34.

10000HB2963ham001 - 60 - LRB100 11268 JLS 23554 a
"Governing statute" means the statute that governs an
organization's internal affairs.
"Organization" means a general partnership, including a
limited liability partnership, limited partnership, including
a limited liability limited partnership, limited liability
company, business trust, corporation, or any other person
having a governing statute. The term includes a domestic or
foreign organization regardless of whether organized for
profit.
"Organizational document" means:
(1) for a domestic or foreign general partnership, its
partnership agreement;
(2) for a limited partnership or foreign limited
partnership, its certificate of limited partnership and
partnership agreement;
(3) for a domestic or foreign limited liability
company, its certificate or articles of organization and
operating agreement, or comparable records as provided in
its governing statute;
(4) for a business trust, its agreement of trust and
declaration of trust;
(5) for a domestic or foreign corporation for profit,
its articles of incorporation, bylaws, and any agreements
among its shareholders which are authorized by its
governing statute, or comparable records as provided in its
governing statute; and

10000HB2963ham001 - 61 - LRB100 11268 JLS 23554 a
(6) for any other organization, the basic records that
create the organization and determine its internal
governance and the relations among the persons that own it,
have an interest in it, or are members of it.
"Personal liability" means liability for a debt,
obligation, or other liability of an organization which is
imposed on a person that co-owns, has an interest in, or is a
member of the organization:
(1) by the governing statute solely by reason of the
person co-owning, having an interest in, or being a member
of the organization; or
(2) by the organization's organizational documents
under a provision of the governing statute authorizing
those documents to make one or more specified persons
liable for all or specified debts, obligations, or other
liabilities of the organization solely by reason of the
person or persons co-owning, having an interest in, or
being a member of the organization.
"Surviving organization" means an organization into which
one or more other organizations are merged, whether the
organization preexisted the merger or was created by the
merger.
(Source: P.A. 99-637, eff. 7-1-17.)
(805 ILCS 180/37-10)
(Text of Section before amendment by P.A. 99-637)

10000HB2963ham001 - 62 - LRB100 11268 JLS 23554 a
Sec. 37-10. Conversion of partnership or limited
partnership to limited liability company.
(a) A partnership or limited partnership may be converted
to a limited liability company pursuant to this Section if
conversion to a limited liability company is permitted under
the law governing the partnership or limited partnership.
(b) The terms and conditions of a conversion of a
partnership or limited partnership to a limited liability
company must be approved by all of the partners or by a number
or percentage of the partners required for conversion in the
partnership agreement.
(c) An agreement of conversion must set forth the terms and
conditions of the conversion of the interests of partners of a
partnership or of a limited partnership, as the case may be,
into interests in the converted limited liability company or
the cash or other consideration to be paid or delivered as a
result of the conversion of the interests of the partners, or a
combination thereof.
(d) After a conversion is approved under subsection (b) of
this Section, the partnership or limited partnership shall file
articles of organization in the office of the Secretary of
State that satisfy the requirements of Section 5-5 and contain
all of the following:
(1) A statement that the partnership or limited
partnership was converted to a limited liability company
from a partnership or limited partnership, as the case may

10000HB2963ham001 - 63 - LRB100 11268 JLS 23554 a
be.
(2) Its former name.
(3) A statement of the number of votes cast by the
partners entitled to vote for and against the conversion
and, if the vote is less than unanimous, the number or
percentage required to approve the conversion under
subsection (b) of this Section.
(4) In the case of a limited partnership, a statement
that the certificate of limited partnership shall be
canceled as of the date the conversion took effect.
(e) In the case of a limited partnership, the filing of
articles of organization under subsection (d) of this Section
cancels its certificate of limited partnership as of the date
the conversion took effect.
(f) A conversion takes effect when the articles of
organization are filed in the office of the Secretary of State
or on a date specified in the articles of organization not
later than 30 days subsequent to the filing of the articles of
organization.
(g) A general partner who becomes a member of a limited
liability company as a result of a conversion remains liable as
a partner for an obligation incurred by the partnership or
limited partnership before the conversion takes effect.
(h) A general partner's liability for all obligations of
the limited liability company incurred after the conversion
takes effect is that of a member of the company. A limited

10000HB2963ham001 - 64 - LRB100 11268 JLS 23554 a
partner who becomes a member as a result of a conversion
remains liable only to the extent the limited partner was
liable for an obligation incurred by the limited partnership
before the conversion takes effect.
(Source: P.A. 90-424, eff. 1-1-98.)
(Text of Section after amendment by P.A. 99-637)
Sec. 37-10. Conversions and domestications Conversion.
(a) Conversions and domestications are governed by the
Entity Omnibus Act. An organization other than a limited
liability company or a foreign limited liability company may
convert to a limited liability company, and a limited liability
company may convert to an organization other than a foreign
limited liability company pursuant to this Section, Sections
37-15 through 37-17, and a plan of conversion, if:
(1) the other organization's governing statute
authorizes the conversion;
(2) the conversion is not prohibited by the law of the
jurisdiction that enacted the other organization's
governing statute; and
(3) the other organization complies with its governing
statute in effecting the conversion.
(b) (Blank). A plan of conversion must be in a record and
must include:
(1) the name and form of the organization before
conversion;

10000HB2963ham001 - 65 - LRB100 11268 JLS 23554 a
(2) the name and form of the organization after
conversion;
(3) the terms and conditions of the conversion,
including the manner and basis for converting interests in
the converting organization into any combination of money,
interests in the converted organization, and other
consideration; and
(4) the organizational documents of the converted
organization that are, or are proposed to be, in a record.
(Source: P.A. 99-637, eff. 7-1-17.)
(805 ILCS 180/37-36)
(This Section may contain text from a Public Act with a
delayed effective date)
Sec. 37-36. Restrictions on approval of mergers and
conversions.
(a) If a member of a merging or converting limited
liability company will have personal liability with respect to
a surviving or converted organization, approval or amendment of
a plan of merger or conversion is ineffective without the
consent of the member, unless:
(1) the company's operating agreement provides for
approval of a merger or conversion with the consent of
fewer than all the members; and
(2) the member has consented to the provision of the
operating agreement.

10000HB2963ham001 - 66 - LRB100 11268 JLS 23554 a
(b) A member does not give the consent required by
subsection (a) merely by consenting to a provision of the
operating agreement that permits the operating agreement to be
amended with the consent of fewer than all the members.
(Source: P.A. 99-637, eff. 7-1-17.)
(805 ILCS 180/50-10)
(Text of Section before amendment by P.A. 99-637)
Sec. 50-10. Fees.
(a) The Secretary of State shall charge and collect in
accordance with the provisions of this Act and rules
promulgated under its authority all of the following:
(1) Fees for filing documents.
(2) Miscellaneous charges.
(3) Fees for the sale of lists of filings and for
copies of any documents.
(b) The Secretary of State shall charge and collect for all
of the following:
(1) Filing articles of organization (domestic),
application for admission (foreign), and restated articles
of organization (domestic), $500. Notwithstanding the
foregoing, the fee for filing articles of organization
(domestic), application for admission (foreign), and
restated articles of organization (domestic) in connection
with a limited liability company with ability to establish
series pursuant to Section 37-40 of this Act is $750.

10000HB2963ham001 - 67 - LRB100 11268 JLS 23554 a
(2) Filing articles of amendment or an amended
application for admission, $150.
(3) Filing articles of dissolution or application for
withdrawal, $100.
(4) Filing an application to reserve a name, $300.
(5) Filing a notice of cancellation of a reserved name,
$100.
(6) Filing a notice of a transfer of a reserved name,
$100.
(7) Registration of a name, $300.
(8) Renewal of registration of a name, $100.
(9) Filing an application for use of an assumed name
under Section 1-20 of this Act, $150 for each year or part
thereof ending in 0 or 5, $120 for each year or part
thereof ending in 1 or 6, $90 for each year or part thereof
ending in 2 or 7, $60 for each year or part thereof ending
in 3 or 8, $30 for each year or part thereof ending in 4 or
9, and a renewal for each assumed name, $150.
(10) Filing an application for change or cancellation
of an assumed name, $100.
(11) Filing an annual report of a limited liability
company or foreign limited liability company, $250, if
filed as required by this Act, plus a penalty if
delinquent. Notwithstanding the foregoing, the fee for
filing an annual report of a limited liability company or
foreign limited liability company with ability to

10000HB2963ham001 - 68 - LRB100 11268 JLS 23554 a
establish series is $250 plus $50 for each series for which
a certificate of designation has been filed pursuant to
Section 37-40 of this Act and active on the last day of the
third month preceding the company's anniversary month,
plus a penalty if delinquent.
(12) Filing an application for reinstatement of a
limited liability company or foreign limited liability
company $500.
(13) Filing Articles of Merger, $100 plus $50 for each
party to the merger in excess of the first 2 parties.
(14) Filing an Agreement of Conversion or Statement of
Conversion, $100.
(15) Filing a statement of change of address of
registered office or change of registered agent, or both,
or filing a statement of correction, $25.
(16) Filing a petition for refund, $15.
(17) Filing any other document, $100.
(18) Filing a certificate of designation of a limited
liability company with the ability to establish series
pursuant to Section 37-40 of this Act, $50.
(c) The Secretary of State shall charge and collect all of
the following:
(1) For furnishing a copy or certified copy of any
document, instrument, or paper relating to a limited
liability company or foreign limited liability company, or
for a certificate, $25.

10000HB2963ham001 - 69 - LRB100 11268 JLS 23554 a
(2) For the transfer of information by computer process
media to any purchaser, fees established by rule.
(Source: P.A. 97-839, eff. 7-20-12.)
(Text of Section after amendment by P.A. 99-637)
Sec. 50-10. Fees.
(a) The Secretary of State shall charge and collect in
accordance with the provisions of this Act and rules
promulgated under its authority all of the following:
(1) Fees for filing documents.
(2) Miscellaneous charges.
(3) Fees for the sale of lists of filings and for
copies of any documents.
(b) The Secretary of State shall charge and collect for all
of the following:
(1) Filing articles of organization (domestic),
application for admission (foreign), and restated articles
of organization (domestic), $500. Notwithstanding the
foregoing, the fee for filing articles of organization
(domestic), application for admission (foreign), and
restated articles of organization (domestic) in connection
with a limited liability company with a series or the
ability to establish a series pursuant to Section 37-40 of
this Act is $750.
(2) Filing amendments (domestic or foreign), $150.
(3) Filing a statement of termination or application

10000HB2963ham001 - 70 - LRB100 11268 JLS 23554 a
for withdrawal, $25.
(4) Filing an application to reserve a name, $300.
(5) Filing a notice of cancellation of a reserved name,
$100.
(6) Filing a notice of a transfer of a reserved name,
$100.
(7) Registration of a name, $300.
(8) Renewal of registration of a name, $100.
(9) Filing an application for use of an assumed name
under Section 1-20 of this Act, $150 for each year or part
thereof ending in 0 or 5, $120 for each year or part
thereof ending in 1 or 6, $90 for each year or part thereof
ending in 2 or 7, $60 for each year or part thereof ending
in 3 or 8, $30 for each year or part thereof ending in 4 or
9, and a renewal for each assumed name, $150.
(10) Filing an application for change or cancellation
of an assumed name, $100.
(11) Filing an annual report of a limited liability
company or foreign limited liability company, $250, if
filed as required by this Act, plus a penalty if
delinquent. Notwithstanding the foregoing, the fee for
filing an annual report of a limited liability company or
foreign limited liability company is $250 plus $50 for each
series for which a certificate of designation has been
filed pursuant to Section 37-40 of this Act and is in
effect on the last day of the third month preceding the

10000HB2963ham001 - 71 - LRB100 11268 JLS 23554 a
company's anniversary month, plus a penalty if delinquent.
(12) Filing an application for reinstatement of a
limited liability company or foreign limited liability
company $500.
(13) Filing articles of merger, $100 plus $50 for each
party to the merger in excess of the first 2 parties.
(14) (Blank). Filing articles of conversion, $100.
(15) Filing a statement of change of address of
registered office or change of registered agent, or both,
or filing a statement of correction, $25.
(16) Filing a petition for refund, $15.
(17) Filing a certificate of designation of a limited
liability company with a series pursuant to Section 37-40
of this Act, $50.
(18) Filing articles of domestication, $100.
(19) Filing, amending, or cancelling a statement of
authority, $50.
(20) Filing, amending, or cancelling a statement of
denial, $10.
(21) Filing any other document, $100.
(c) The Secretary of State shall charge and collect all of
the following:
(1) For furnishing a copy or certified copy of any
document, instrument, or paper relating to a limited
liability company or foreign limited liability company, or
for a certificate, $25.

10000HB2963ham001 - 72 - LRB100 11268 JLS 23554 a
(2) For the transfer of information by computer process
media to any purchaser, fees established by rule.
(Source: P.A. 99-637, eff. 7-1-17.)
(805 ILCS 180/50-50)
Sec. 50-50. Department of Business Services Special
Operations Fund.
(a) A special fund in the State treasury is created and
shall be known as the Department of Business Services Special
Operations Fund. Moneys deposited into the Fund shall, subject
to appropriation, be used by the Department of Business
Services of the Office of the Secretary of State, hereinafter
"Department", to create and maintain the capability to perform
expedited services in response to special requests made by the
public for same-day or 24-hour service. Moneys deposited into
the Fund shall be used for, but not limited to, expenditures
for personal services, retirement, Social Security,
contractual services, equipment, electronic data processing,
and telecommunications.
(b) The balance in the Fund at the end of any fiscal year
shall not exceed $600,000, and any amount in excess thereof
shall be transferred to the General Revenue Fund.
(c) All fees payable to the Secretary of State under this
Section shall be deposited into the Fund. No other fees or
charges collected under this Act shall be deposited into the
Fund.

10000HB2963ham001 - 73 - LRB100 11268 JLS 23554 a
(d) "Expedited services" means services rendered within
the same day, or within 24 hours from the time, the request
therefor is submitted by the filer, law firm, service company,
or messenger physically in person or, at the Secretary of
State's discretion, by electronic means, to the Department's
Springfield Office and includes requests for certified copies,
photocopies, and certificates of good standing made to the
Department's Springfield Office in person or by telephone, or
requests for certificates of good standing made in person or by
telephone to the Department's Chicago Office.
(e) Fees for expedited services shall be as follows:
Restated articles of organization, $200;
Merger or conversion, $200;
Articles of organization, $100;
Articles of amendment, $100;
Reinstatement, $100;
Application for admission to transact business, $100;
Certificate of good standing or abstract of computer
record, $20;
All other filings, copies of documents, annual reports, and
copies of documents of dissolved or revoked limited liability
companies, $50.
(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 9-1-03.)
(805 ILCS 180/37-15 rep.)
(805 ILCS 180/37-16 rep.)

10000HB2963ham001 - 74 - LRB100 11268 JLS 23554 a
(805 ILCS 180/37-17 rep.)
(805 ILCS 180/37-31 rep.)
(805 ILCS 180/37-32 rep.)
(805 ILCS 180/37-33 rep.)
(805 ILCS 180/37-34 rep.)
Section 906. The Limited Liability Company Act is amended
by repealing Sections 37-15, 37-16, 37-17, 37-31, 37-32, 37-33,
and 37-34.
Section 907. The Uniform Partnership Act (1997) is amended
by changing Section 902 as follows:
(805 ILCS 206/902)
Sec. 902. Conversions and domestications Conversion of
partnership to limited partnership.
(a) Conversions and domestications are governed by the
Entity Omnibus Act A partnership may be converted to a limited
partnership pursuant to this Section.
(b) (Blank). The terms and conditions of a conversion of a
partnership to a limited partnership must be approved by all of
the partners or by a number or percentage specified for
conversion in the partnership agreement.
(c) (Blank). After the conversion is approved by the
partners, the partnership shall file a certificate of limited
partnership in the jurisdiction in which the limited
partnership is to be formed. The certificate must include:

10000HB2963ham001 - 75 - LRB100 11268 JLS 23554 a
(1) a statement that the partnership was converted to a
limited partnership from a partnership;
(2) its former name; and
(3) a statement of the number of votes cast by the
partners for and against the conversion and, if the vote is
less than unanimous, the number or percentage required to
approve the conversion under the partnership agreement.
(d) (Blank). The conversion takes effect when the
certificate of limited partnership is filed or at any later
date specified in the certificate.
(e) (Blank). A general partner who becomes a limited
partner as a result of the conversion remains liable as a
general partner for an obligation incurred by the partnership
before the conversion takes effect. If the other party to a
transaction with the limited partnership reasonably believes
when entering the transaction that the limited partner is a
general partner, the limited partner is liable for an
obligation incurred by the limited partnership within 90 days
after the conversion takes effect. The limited partner's
liability for all other obligations of the limited partnership
incurred after the conversion takes effect is that of a limited
partner as provided in the Uniform Limited Partnership Act
(2001).
(Source: P.A. 92-740, eff. 1-1-03; 93-967, eff. 1-1-05.)
(805 ILCS 206/903 rep.)

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(805 ILCS 206/904 rep.)
(805 ILCS 206/909 rep.)
Section 908. The Uniform Partnership Act (1997) is amended
by repealing Sections 903, 904, and 909.
Section 909. The Uniform Limited Partnership Act (2001) is
amended by changing Sections 103, 110, 1101, 1102, 1110, 1111,
1112, 1113, and 1308 as follows:
(805 ILCS 215/103)
Sec. 103. Knowledge and notice.
(a) A person knows a fact if the person has actual
knowledge of it.
(b) A person has notice of a fact if the person:
(1) knows of it;
(2) has received a notification of it;
(3) has reason to know it exists from all of the facts
known to the person at the time in question; or
(4) has notice of it under subsection (c) or (d).
(c) A certificate of limited partnership on file in the
Office of the Secretary of State is notice that the partnership
is a limited partnership and the persons designated in the
certificate as general partners are general partners. Except as
otherwise provided in subsection (d), the certificate is not
notice of any other fact.
(d) A person has notice of:

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(1) another person's dissociation as a general
partner, 90 days after the effective date of an amendment
to the certificate of limited partnership which states that
the other person has dissociated or 90 days after the
effective date of a statement of dissociation pertaining to
the other person, whichever occurs first;
(2) a limited partnership's dissolution, 90 days after
the effective date of an amendment to the certificate of
limited partnership stating that the limited partnership
is dissolved;
(3) a limited partnership's termination, 90 days after
the effective date of a statement of termination;
(4) a limited partnership's conversion pursuant to the
Entity Omnibus Act under Article 11, 90 days after the
effective date of the statement articles of conversion; or
(4.5) a limited partnership's domestication pursuant
to the Entity Omnibus Act, 90 days after the effective date
of the statement of domestication; or
(5) a merger under Article 11, 90 days after the
effective date of the articles of merger.
(e) A person notifies or gives a notification to another
person by taking steps reasonably required to inform the other
person in ordinary course, whether or not the other person
learns of it.
(f) A person receives a notification when the notification:
(1) comes to the person's attention; or

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(2) is delivered at the person's place of business or
at any other place held out by the person as a place for
receiving communications.
(g) Except as otherwise provided in subsection (h), a
person other than an individual knows, has notice, or receives
a notification of a fact for purposes of a particular
transaction when the individual conducting the transaction for
the person knows, has notice, or receives a notification of the
fact, or in any event when the fact would have been brought to
the individual's attention if the person had exercised
reasonable diligence. A person other than an individual
exercises reasonable diligence if it maintains reasonable
routines for communicating significant information to the
individual conducting the transaction for the person and there
is reasonable compliance with the routines. Reasonable
diligence does not require an individual acting for the person
to communicate information unless the communication is part of
the individual's regular duties or the individual has reason to
know of the transaction and that the transaction would be
materially affected by the information.
(h) A general partner's knowledge, notice, or receipt of a
notification of a fact relating to the limited partnership is
effective immediately as knowledge of, notice to, or receipt of
a notification by the limited partnership, except in the case
of a fraud on the limited partnership committed by or with the
consent of the general partner. A limited partner's knowledge,

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notice, or receipt of a notification of a fact relating to the
limited partnership is not effective as knowledge of, notice
to, or receipt of a notification by the limited partnership.
(Source: P.A. 93-967, eff. 1-1-05.)
(805 ILCS 215/110)
Sec. 110. Effect of partnership agreement; nonwaivable
provisions.
(a) Except as otherwise provided in subsection (b), the
partnership agreement governs relations among the partners and
between the partners and the partnership. To the extent the
partnership agreement does not otherwise provide, this Act
governs relations among the partners and between the partners
and the partnership.
(b) A partnership agreement may not:
(1) vary a limited partnership's power under Section
105 to sue, be sued, and defend in its own name;
(2) vary the law applicable to a limited partnership
under Section 106;
(3) vary the requirements of Section 204;
(4) vary the information required under Section 111 or
unreasonably restrict the right to information under
Sections 304 or 407, but the partnership agreement may
impose reasonable restrictions on the availability and use
of information obtained under those Sections and may define
appropriate remedies, including liquidated damages, for a

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breach of any reasonable restriction on use;
(5) eliminate or reduce fiduciary duties, but the
partnership agreement may:
(A) identify specific types or categories of
activities that do not violate the duties, if not
manifestly unreasonable; and
(B) specify the number or percentage of partners
which may authorize or ratify, after full disclosure to
all partners of all material facts, a specific act or
transaction that otherwise would violate these duties;
(6) eliminate the obligation of good faith and fair
dealing under Sections 305(b) and 408(d), but the
partnership agreement may prescribe the standards by which
the performance of the obligation is to be measured, if the
standards are not manifestly unreasonable;
(7) vary the power of a person to dissociate as a
general partner under Section 604(a) except to require that
the notice under Section 603(1) be in a record;
(8) vary the power of a court to decree dissolution in
the circumstances specified in Section 802;
(9) vary the requirement to wind up the partnership's
business as specified in Section 803;
(10) unreasonably restrict the right to maintain an
action under Article 10;
(11) restrict the right of a partner under Section
1110(a) to approve a conversion, domestication, or merger

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or the right of a general partner under Section 1110(b) to
consent to an amendment to the certificate of limited
partnership which deletes a statement that the limited
partnership is a limited liability limited partnership; or
(12) restrict rights under this Act of a person other
than a partner or a transferee.
(Source: P.A. 93-967, eff. 1-1-05.)
(805 ILCS 215/1101)
Sec. 1101. Definitions. In this Article:
(1) "Constituent limited partnership" means a constituent
organization that is a limited partnership.
(2) "Constituent organization" means an organization that
is party to a merger.
(3) (Blank). "Converted organization" means the
organization into which a converting organization converts
pursuant to Sections 1102 through 1105.
(4) (Blank). "Converting limited partnership" means a
converting organization that is a limited partnership.
(5) (Blank). "Converting organization" means an
organization that converts into another organization pursuant
to Section 1102.
(6) "General partner" means a general partner of a limited
partnership.
(7) "Governing statute" of an organization means the
statute that governs the organization's internal affairs.

10000HB2963ham001 - 82 - LRB100 11268 JLS 23554 a
(8) "Organization" means a general partnership, including
a limited liability partnership; limited partnership,
including a limited liability limited partnership; limited
liability company; business trust; corporation; or any other
person having a governing statute. The term includes domestic
and foreign organizations whether or not organized for profit.
(9) "Organizational documents" means:
(A) for a domestic or foreign general partnership, its
partnership agreement;
(B) for a limited partnership or foreign limited
partnership, its certificate of limited partnership and
partnership agreement;
(C) for a domestic or foreign limited liability
company, its articles of organization and operating
agreement, or comparable records as provided in its
governing statute;
(D) for a business trust, its agreement of trust and
declaration of trust;
(E) for a domestic or foreign corporation for profit,
its articles of incorporation, bylaws, and other
agreements among its shareholders which are authorized by
its governing statute, or comparable records as provided in
its governing statute; and
(F) for any other organization, the basic records that
create the organization and determine its internal
governance and the relations among the persons that own it,

10000HB2963ham001 - 83 - LRB100 11268 JLS 23554 a
have an interest in it, or are members of it.
(10) "Personal liability" means personal liability for a
debt, liability, or other obligation of an organization which
is imposed on a person that co-owns, has an interest in, or is
a member of the organization:
(A) by the organization's governing statute solely by
reason of the person co-owning, having an interest in, or
being a member of the organization; or
(B) by the organization's organizational documents
under a provision of the organization's governing statute
authorizing those documents to make one or more specified
persons liable for all or specified debts, liabilities, and
other obligations of the organization solely by reason of
the person or persons co-owning, having an interest in, or
being a member of the organization.
(11) "Surviving organization" means an organization into
which one or more other organizations are merged. A surviving
organization may preexist the merger or be created by the
merger.
(Source: P.A. 93-967, eff. 1-1-05.)
(805 ILCS 215/1102)
Sec. 1102. Conversions and domestications Conversion.
(a) Conversions and domestications are governed by the
Entity Omnibus Act. An organization other than a limited
partnership may convert to a limited partnership, and a limited

10000HB2963ham001 - 84 - LRB100 11268 JLS 23554 a
partnership may convert to another organization pursuant to
this Section and Sections 1103 through 1105 and a plan of
conversion, if:
(1) the other organization's governing statute
authorizes the conversion;
(2) the conversion is not prohibited by the law of the
jurisdiction that enacted the governing statute; and
(3) the other organization complies with its governing
statute in effecting the conversion.
(b) (Blank). A plan of conversion must be in a record and
must include:
(1) the name and form of the organization before
conversion;
(2) the name and form of the organization after
conversion; and
(3) the terms and conditions of the conversion,
including the manner and basis for converting interests in
the converting organization into any combination of money,
interests in the converted organization, and other
consideration; and
(4) the organizational documents of the converted
organization.
(Source: P.A. 93-967, eff. 1-1-05.)
(805 ILCS 215/1110)
Sec. 1110. Restrictions on approval of conversions and

10000HB2963ham001 - 85 - LRB100 11268 JLS 23554 a
mergers and on relinquishing LLLP status.
(a) If a partner of a converting or constituent limited
partnership will have personal liability with respect to a
converted or surviving organization, approval and amendment of
a plan of conversion or merger are ineffective without the
consent of the partner, unless:
(1) the limited partnership's partnership agreement
provides for the approval of the conversion or merger with
the consent of fewer than all the partners; and
(2) the partner has consented to the provision of the
partnership agreement.
(b) An amendment to a certificate of limited partnership
which deletes a statement that the limited partnership is a
limited liability limited partnership is ineffective without
the consent of each general partner unless:
(1) the limited partnership's partnership agreement
provides for the amendment with the consent of less than
all the general partners; and
(2) each general partner that does not consent to the
amendment has consented to the provision of the partnership
agreement.
(c) A partner does not give the consent required by
subsection (a) or (b) merely by consenting to a provision of
the partnership agreement which permits the partnership
agreement to be amended with the consent of fewer than all the
partners.

10000HB2963ham001 - 86 - LRB100 11268 JLS 23554 a
(Source: P.A. 93-967, eff. 1-1-05.)
(805 ILCS 215/1111)
Sec. 1111. Liability of general partner after conversion or
merger.
(a) A conversion or merger under this Article does not
discharge any liability under Sections 404 and 607 of a person
that was a general partner in or dissociated as a general
partner from a converting or constituent limited partnership,
but:
(1) the provisions of this Act pertaining to the
collection or discharge of the liability continue to apply
to the liability;
(2) for the purposes of applying those provisions, the
converted or surviving organization is deemed to be the
converting or constituent limited partnership; and
(3) if a person is required to pay any amount under
this subsection:
(A) the person has a right of contribution from
each other person that was liable as a general partner
under Section 404 when the obligation was incurred and
has not been released from the obligation under Section
607; and
(B) the contribution due from each of those persons
is in proportion to the right to receive distributions
in the capacity of general partner in effect for each

10000HB2963ham001 - 87 - LRB100 11268 JLS 23554 a
of those persons when the obligation was incurred.
(b) In addition to any other liability provided by law:
(1) a person that immediately before a conversion or
merger became effective was a general partner in a
converting or constituent limited partnership that was not
a limited liability limited partnership is personally
liable for each obligation of the converted or surviving
organization arising from a transaction with a third party
after the conversion or merger becomes effective, if, at
the time the third party enters into the transaction, the
third party:
(A) does not have notice of the conversion or
merger; and
(B) reasonably believes that:
(i) the converted or surviving business is the
converting or constituent limited partnership;
(ii) the converting or constituent limited
partnership is not a limited liability limited
partnership; and
(iii) the person is a general partner in the
converting or constituent limited partnership; and
(2) a person that was dissociated as a general partner
from a converting or constituent limited partnership
before the conversion or merger became effective is
personally liable for each obligation of the converted or
surviving organization arising from a transaction with a

10000HB2963ham001 - 88 - LRB100 11268 JLS 23554 a
third party after the conversion or merger becomes
effective, if:
(A) immediately before the conversion or merger
became effective the converting or surviving limited
partnership was not a limited liability limited
partnership; and
(B) at the time the third party enters into the
transaction less than 2 two years have passed since the
person dissociated as a general partner and the third
party:
(i) does not have notice of the dissociation;
(ii) does not have notice of the conversion or
merger; and
(iii) reasonably believes that the converted
or surviving organization is the converting or
constituent limited partnership, the converting or
constituent limited partnership is not a limited
liability limited partnership, and the person is a
general partner in the converting or constituent
limited partnership.
(Source: P.A. 93-967, eff. 1-1-05.)
(805 ILCS 215/1112)
Sec. 1112. Power of general partners and persons
dissociated as general partners to bind organization after
conversion or merger.

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(a) An act of a person that immediately before a conversion
or merger became effective was a general partner in a
converting or constituent limited partnership binds the
converted or surviving organization after the conversion or
merger becomes effective, if:
(1) before the conversion or merger became effective,
the act would have bound the converting or constituent
limited partnership under Section 402; and
(2) at the time the third party enters into the
transaction, the third party:
(A) does not have notice of the conversion or
merger; and
(B) reasonably believes that the converted or
surviving business is the converting or constituent
limited partnership and that the person is a general
partner in the converting or constituent limited
partnership.
(b) An act of a person that before a conversion or merger
became effective was dissociated as a general partner from a
converting or constituent limited partnership binds the
converted or surviving organization after the conversion or
merger becomes effective, if:
(1) before the conversion or merger became effective,
the act would have bound the converting or constituent
limited partnership under Section 402 if the person had
been a general partner; and

10000HB2963ham001 - 90 - LRB100 11268 JLS 23554 a
(2) at the time the third party enters into the
transaction, less than 2 two years have passed since the
person dissociated as a general partner and the third
party:
(A) does not have notice of the dissociation;
(B) does not have notice of the conversion or
merger; and
(C) reasonably believes that the converted or
surviving organization is the converting or
constituent limited partnership and that the person is
a general partner in the converting or constituent
limited partnership.
(c) If a person having knowledge of the conversion or
merger causes a converted or surviving organization to incur an
obligation under subsection (a) or (b), the person is liable:
(1) to the converted or surviving organization for any
damage caused to the organization arising from the
obligation; and
(2) if another person is liable for the obligation, to
that other person for any damage caused to that other
person arising from the liability.
(Source: P.A. 93-967, eff. 1-1-05.)
(805 ILCS 215/1113)
Sec. 1113. Article not exclusive. This Article does not
preclude an entity from being converted, domesticated, or

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merged under other law.
(Source: P.A. 93-967, eff. 1-1-05.)
(805 ILCS 215/1308)
Sec. 1308. Department of Business Services Special
Operations Fund.
(a) A special fund in the State Treasury is created and
shall be known as the Department of Business Services Special
Operations Fund. Moneys deposited into the Fund shall, subject
to appropriation, be used by the Department of Business
Services of the Office of the Secretary of State, hereinafter
"Department", to create and maintain the capability to perform
expedited services in response to special requests made by the
public for same day or 24 hour service. Moneys deposited into
the Fund shall be used for, but not limited to, expenditures
for personal services, retirement, Social Security,
contractual services, equipment, electronic data processing,
and telecommunications.
(b) The balance in the Fund at the end of any fiscal year
shall not exceed $600,000 and any amount in excess thereof
shall be transferred to the General Revenue Fund.
(c) All fees payable to the Secretary of State under this
Section shall be deposited into the Fund. No other fees or
charges collected under this Act shall be deposited into the
Fund.
(d) "Expedited services" means services rendered within

10000HB2963ham001 - 92 - LRB100 11268 JLS 23554 a
the same day, or within 24 hours from the time the request
therefor is submitted by the filer, law firm, service company,
or messenger physically in person or, at the Secretary of
State's discretion, by electronic means, to the Department's
Springfield Office or Chicago Office and includes requests for
certified copies, photocopies, and certificates of existence
or abstracts of computer record made to the Department's
Springfield Office in person or by telephone, or requests for
certificates of existence or abstracts of computer record made
in person or by telephone to the Department's Chicago Office.
(e) Fees for expedited services shall be as follows:
Merger or conversion, $200;
Certificate of limited partnership, $100;
Certificate of amendment, $100;
Reinstatement, $100;
Application for admission to transact business, $100;
Certificate of existence or abstract of computer
record, $20;
All other filings, copies of documents, annual renewal
reports, and copies of documents of canceled limited
partnerships, $50.
(Source: P.A. 97-839, eff. 7-20-12; 98-463, eff. 8-16-13.)
(805 ILCS 215/1103 rep.)
(805 ILCS 215/1104 rep.)
(805 ILCS 215/1105 rep.)

10000HB2963ham001 - 93 - LRB100 11268 JLS 23554 a
Section 910 The Uniform Limited Partnership Act (2001) is
amended by repealing Sections 1103, 1104, and 1105.
Section 995. No acceleration or delay. Where this Act makes
changes in a statute that is represented in this Act by text
that is not yet or no longer in effect (for example, a Section
represented by multiple versions), the use of that text does
not accelerate or delay the taking effect of (i) the changes
made by this Act or (ii) provisions derived from any other
Public Act.
Section 999. Effective date. This Act takes effect July 1,
2017.".