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_004.html

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Rep. Elaine Nekritz

Filed: 4/21/2017

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AMENDMENT TO HOUSE BILL 2963
AMENDMENT NO. ______. Amend House Bill 2963, AS AMENDED, in
Section 201, by replacing subsections (a) and (b) with the
following:
"(a) By complying with this Article, a domestic entity may
become:
(1) a domestic entity of a different type; or
(2) a foreign entity of a different type, if the
conversion is authorized by the law of the foreign
jurisdiction.
(b) 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."; and
immediately below Section 901, by inserting the following:

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"Section 902. The Professional Service Corporation Act is
amended by changing Sections 3.4 and 5 as follows:
(805 ILCS 10/3.4) (from Ch. 32, par. 415-3.4)
Sec. 3.4. (a) "Professional Corporation" means:
(1) a corporation organized under this Act;
(2) an entity converted under the Entity Omnibus Act to
a corporation governed by this Act; or
(3) a foreign corporation domesticated under the
Entity Omnibus Act and governed by this Act;
that is organized solely for the purpose of rendering one
category of professional service or related professional
services and which has as its shareholders, directors,
officers, agents and employees (other than ancillary
personnel) only individuals who are duly licensed by this State
or by the United States Patent Office or the Internal Revenue
Service of the United States Treasury Department to render that
particular category of professional service or related
professional services (except that the secretary of the
corporation need not be so licensed), except that the
registered agent of the corporation need not be licensed in
such case where the registered agent is not a shareholder,
director, officer or employee (other than ancillary
personnel).
(b) A Professional Corporation may, for purposes of

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dissolution, have as its shareholders, directors, officers,
agents and employees individuals who are not licensed by this
State, provided that the corporation does not render any
professional services nor hold itself out as capable of or
available to render any professional services during the period
of dissolution.
The regulating authority shall not issue or renew any
certificate of authority to a Professional Corporation during
the period of dissolution.
A copy of the certificate of dissolution, as issued by the
Secretary of State, shall be delivered to the regulating
authority within 30 days of its receipt by the incorporators.
(Source: P.A. 84-1235.)
(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
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

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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.
(Source: P.A. 95-368, eff. 8-23-07.)".