Bill Text: IL SB0116 | 2021-2022 | 102nd General Assembly | Enrolled


Bill Title: Amends the Business Corporation Act of 1983. Authorizes shareholder meetings to be held by means of remote communication. Provides for the combination of corporations and limited liability entities rather than limited liability companies and partnerships. Provides for reports of interim changes of corporations. Accelerates the repeal of provisions relating to franchise taxes from 2025 to 2024. Delays repeal of the corporate franchise tax refund fund from 2022 to 2024. Amends the Benefit Corporation Act to provide that a benefit corporation may be organized under the laws of another state. Amends the Limited Liability Company Act. Provides that a limited liability company may revoke its termination within 90 days after the effective date of the termination, or longer if the limited liability company pays a penalty, if it has not begun to distribute its assets. Requires the limited liability company to file articles of revocation of termination. Sets forth the contents of the articles of termination. Provides that after filing the articles of revocation, the limited liability company may resume business as if the termination had never occurred. Provides that a limited liability company may be reinstated following its termination. Requires the filing of an application for reinstatement, the payment of fees, and the filing of reports. Provides that upon reinstatement the existence of the limited liability company shall be deemed to have continued without interruption. Amends the Uniform Limited Partnership Act to provide that a request submitted by electronics means may not be considered a request for expedited service.

Spectrum: Partisan Bill (Democrat 8-0)

Status: (Enrolled) 2021-06-28 - Sent to the Governor [SB0116 Detail]

Download: Illinois-2021-SB0116-Enrolled.html



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1 AN ACT concerning business.
2 Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
4 Section 5. The Business Corporation Act of 1983 is amended
5by changing Sections 7.05, 7.15, 7.30, 11.39, 15.10, 15.35,
6and 15.97 and by adding Section 14.13 as follows:
7 (805 ILCS 5/7.05) (from Ch. 32, par. 7.05)
8 Sec. 7.05. Meetings of shareholders. Meetings of
9shareholders may be held either within or without this State,
10as may be provided in the by-laws or in a resolution of the
11board of directors pursuant to authority granted in the
12by-laws. In the absence of any such provision, all meetings
13shall be held at the principal registered office of the
14corporation in this State.
15 An annual meeting of the shareholders shall be held at
16such time as may be provided in the by-laws or in a resolution
17of the board of directors pursuant to authority granted in the
18by-laws. Failure to hold the annual meeting at the designated
19time shall not work a forfeiture or dissolution of the
20corporation nor affect the validity of corporate action. If an
21annual meeting has not been held within the earlier of six
22months after the end of the corporation's fiscal year or
23fifteen months after its last annual meeting and if, after a

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1request in writing directed to the president of the
2corporation, a notice of meeting is not given within 60 days of
3such request, then any shareholder entitled to vote at an
4annual meeting may apply to the circuit court of the county in
5which the registered office or principal place of business of
6the corporation is located for an order directing that the
7meeting be held and fixing the time and place of the meeting.
8The court may issue such additional orders as may be necessary
9or appropriate for the holding of the meeting.
10 Unless specifically prohibited by the articles of
11incorporation or by-laws, a corporation may allow shareholders
12to participate in and act at any meeting of the shareholders by
13means of remote communication, including, but not limited to,
14through the use of a conference telephone or interactive
15technology, including but not limited to electronic
16transmission, or Internet usage, or remote communication, by
17means of which all persons participating in the meeting can
18communicate with each other. Shareholders participating in a
19shareholders' meeting by means of remote communication shall
20be deemed present and may vote at such a meeting if the
21corporation has implemented reasonable measures:
22 (1) to verify that each person participating remotely
23 as a shareholder is a shareholder; and
24 (2) to provide to such shareholders a reasonable
25 opportunity to participate in the meeting and to vote on
26 matters submitted to the shareholders, including the

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1 opportunity to communicate and to read or hear the
2 proceedings of the meeting.
3 A shareholder entitled to vote at a meeting of the
4shareholders shall be permitted to attend the meeting where
5space permits (in the case of a meeting at a place), and
6subject to the corporation's by-laws and rules governing the
7conduct of the meeting and the power of the chairman to
8regulate the orderly conduct of the meeting. Participation in
9such meeting shall constitute attendance and presence in
10person at the meeting of the person or persons so
11participating.
12 Special meetings of the shareholders may be called by the
13president, by the board of directors, by the holders of not
14less than one-fifth of all the outstanding shares entitled to
15vote on the matter for which the meeting is called or by such
16other officers or persons as may be provided in the articles of
17incorporation or the by-laws. Only business within the purpose
18or purposes described in the meeting notice required by
19Section 7.15 may be conducted at a special meeting of
20shareholders.
21 If the special meeting is called by the shareholders, one
22or more written demands by the holders of the requisite number
23of votes to be cast on an issue proposed to be considered at
24the proposed special meeting must be signed, dated, and
25delivered to the corporation describing the purpose or
26purposes for which the proposed special meeting is to be held.

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1No written demand by a shareholder for a special meeting shall
2be effective unless, within 60 days of the earliest date on
3which such a demand delivered to the corporation as required
4by this Section was signed, written demands signed by
5shareholders holding at least the percentage of votes
6specified in or fixed in accordance with the preceding
7paragraph of this Section have been delivered to the
8corporation. Unless otherwise provided in the articles of
9incorporation, a written demand by a shareholder for a special
10meeting may be revoked by a writing to that effect received by
11the corporation before the receipt by the corporation of
12demands from shareholders sufficient in number to require the
13holding of a special meeting. The record date for determining
14shareholders entitled to demand a special meeting shall be the
15first date on which a signed shareholder demand is delivered
16to the corporation.
17 Unless the by-laws require the meeting of shareholders to
18be held at a place, the board of directors may determine that
19any meeting of the shareholders shall not be held at any place
20and shall instead be held solely by means of remote
21communication, but only if the corporation implements the
22measures specified in items (1) and (2) of this Section.
23(Source: P.A. 94-655, eff. 1-1-06.)
24 (805 ILCS 5/7.15) (from Ch. 32, par. 7.15)
25 Sec. 7.15. Notice of shareholders' meetings. Written

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1notice stating the place, if any, day, and hour of the meeting,
2and the means of remote communication, if any, by which
3shareholders may be deemed to be present in person and vote at
4such meeting, and, in the case of a special meeting, the
5purpose or purposes for which the meeting is called, shall be
6delivered not less than 10 nor more than 60 days before the
7date of the meeting, or in the case of a merger, consolidation,
8share exchange, dissolution or sale, lease or exchange of
9assets not less than 20 nor more than 60 days before the date
10of the meeting, either personally or by mail, by or at the
11direction of the president, or the secretary, or the officer
12or persons calling the meeting, to each shareholder of record
13entitled to vote at such meeting. If mailed, such notice shall
14be deemed to be delivered when deposited in the United States
15mail addressed to the shareholder at his or her address as it
16appears on the records of the corporation, with postage
17thereon prepaid.
18(Source: P.A. 83-1025.)
19 (805 ILCS 5/7.30) (from Ch. 32, par. 7.30)
20 Sec. 7.30. Voting lists. The officer or agent having
21charge of the transfer book for shares of a corporation shall
22make, within 20 days after the record date for a meeting of
23shareholders or 10 days before such meeting, whichever is
24earlier, a complete list of the shareholders entitled to vote
25at such meeting, arranged in alphabetical order, with the

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1address of and the number of shares held by each, which list,
2for a period of 10 days prior to such meeting, shall be kept on
3file at the registered office of the corporation and shall be
4subject to inspection by any shareholder, and to copying at
5the shareholder's expense, at the registered office of the
6corporation at any time during usual business hours or on a
7reasonably accessible electronic network, at the corporation's
8election. If the corporation determines to make the list
9available on an electronic network, the corporation may take
10reasonable steps to ensure that such information is available
11only to shareholders of the corporation. Such list shall also
12be produced and kept open at the time and place of the meeting,
13or on a reasonably accessible electronic network if the
14meeting will be held solely by means of remote communication,
15and shall be subject to the inspection of any shareholder
16during the whole time of the meeting. The original share
17ledger or transfer book, or a duplicate thereof kept in this
18State, shall be prima facie evidence as to who are the
19shareholders entitled to examine such list or share ledger or
20transfer book or to vote at any meeting of shareholders.
21 Failure to comply with the requirements of this Section
22shall not affect the validity of any action taken at such
23meeting.
24 An officer or agent having charge of the transfer books
25who shall fail to prepare the list of shareholders, or keep the
26same on file for a period of 10 days, or produce and keep the

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1same open for inspection at the meeting, as provided in this
2Section, shall be liable to any shareholder suffering damage
3on account of such failure, to the extent of such damage.
4(Source: P.A. 83-1025.)
5 (805 ILCS 5/11.39)
6 Sec. 11.39. Merger of domestic corporation and limited
7liability entities company.
8 (a) Any one or more domestic corporations may merge with
9or into one or more limited liability entities companies of
10this State, any other state or states of the United States, or
11the District of Columbia, if the laws of the other state or
12states or the District of Columbia permit the merger. The
13domestic corporation or corporations and the limited liability
14entity or entities company or companies may merge with or into
15a corporation, which may be any one of these corporations, or
16they may merge with or into a limited liability entity
17company, which may be any one of these limited liability
18entities companies, which shall be a domestic corporation or
19limited liability entity company of this State, any other
20state of the United States, or the District of Columbia, which
21permits the merger pursuant to a plan of merger complying with
22and approved in accordance with this Section.
23 (b) The plan of merger must set forth the following:
24 (1) The names of the domestic corporation or
25 corporations and limited liability entity or entities

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1 company or companies proposing to merge and the name of
2 the domestic corporation or limited liability entity
3 company into which they propose to merge, which is
4 designated as the surviving entity.
5 (2) The terms and conditions of the proposed merger
6 and the mode of carrying the same into effect.
7 (3) The manner and basis of converting the shares of
8 each domestic corporation and the interests of each
9 limited liability entity company into shares, interests,
10 obligations, other securities of the surviving entity or
11 into cash or other property or any combination of the
12 foregoing.
13 (4) In the case of a merger in which a domestic
14 corporation is the surviving entity, a statement of any
15 changes in the articles of incorporation of the surviving
16 corporation to be effected by the merger.
17 (5) Any other provisions with respect to the proposed
18 merger that are deemed necessary or desirable, including
19 provisions, if any, under which the proposed merger may be
20 abandoned prior to the filing of the articles of merger by
21 the Secretary of State of this State.
22 (c) The plan required by subsection (b) of this Section
23shall be adopted and approved by the constituent corporation
24or corporations in the same manner as is provided in Sections
2511.05, 11.15, and 11.20 of this Act and, in the case of a
26limited liability entity company, in accordance with the terms

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1of its operating or partnership agreement, if any, and in
2accordance with the laws under which it was formed.
3 (d) Upon this approval, articles of merger shall be
4executed by each constituent corporation and limited liability
5entity company and filed with the Secretary of State. The
6merger shall become effective for all purposes of the laws of
7this State when and as provided in Section 11.40 of this Act
8with respect to the merger of corporations of this State.
9 (e) If the surviving entity is to be governed by the laws
10of the District of Columbia or any state other than this State,
11it shall file with the Secretary of State of this State an
12agreement that it may be served with process in this State in
13any proceeding for enforcement of any obligation of any
14constituent corporation or limited liability entity company of
15this State, as well as for enforcement of any obligation of the
16surviving corporation or limited liability entity company
17arising from the merger, including any suit or other
18proceeding to enforce the shareholders right to dissent as
19provided in Section 11.70 of this Act, and shall irrevocably
20appoint the Secretary of State of this State as its agent to
21accept service of process in any such suit or other
22proceedings.
23 (f) Section 11.50 of this Act shall, insofar as it is
24applicable, apply to mergers between domestic corporations and
25limited liability entities companies.
26 (g) In any merger under this Section, the surviving entity

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1shall not engage in any business or exercise any power that a
2domestic corporation or domestic limited liability entity
3company may not otherwise engage in or exercise in this State.
4Furthermore, the surviving entity shall be governed by the
5ownership and control restrictions in Illinois law applicable
6to that type of entity.
7(Source: P.A. 96-1121, eff. 1-1-11.)
8 (805 ILCS 5/14.13 new)
9 Sec. 14.13. Report of interim changes of domestic or
10foreign corporations. Any corporation, domestic or foreign,
11may report interim changes in the name, address, or both of its
12officers and directors, its principal office, or its
13minority-owned business status by filing a report under this
14Section containing the following information:
15 (1) The name of the corporation.
16 (2) The address, including street and number, or rural
17 route number, of its registered office in this State, and
18 the name of its registered agent at that address.
19 (3) The address, including street and number, or rural
20 route number, of its principal office.
21 (4) The names and respective addresses, including
22 street and number, or rural route number, of its directors
23 and officers.
24 A statement, including the basis therefor, of status as a
25minority-owned business or as a women-owned business as those

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1terms are defined in the Business Enterprise for Minorities,
2Women, and Persons with Disabilities Act.
3 The interim report of changes shall be made on forms
4prescribed and furnished by the Secretary of State and shall
5be executed by the corporation by its president, a
6vice-president, secretary, assistant secretary, treasurer, or
7other officer duly authorized by the board of directors of the
8corporation to execute those reports, and verified by him or
9her, or, if the corporation is in the hands of a receiver or
10trustee, it shall be executed on behalf of the corporation and
11verified by the receiver or trustee.
12 (805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
13 Sec. 15.10. Fees for filing documents. The Secretary of
14State shall charge and collect for:
15 (a) Filing articles of incorporation, $150.
16 (b) Filing articles of amendment, $50, unless the
17amendment is a restatement of the articles of incorporation,
18in which case the fee shall be $150.
19 (c) Filing articles of merger or consolidation, $100, but
20if the merger or consolidation involves more than 2
21corporations, $50 for each additional corporation.
22 (d) Filing articles of share exchange, $100.
23 (e) Filing articles of dissolution, $5.
24 (f) Filing application to reserve a corporate name, $25.
25 (g) Filing a notice of transfer of a reserved corporate

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1name, $25.
2 (h) Filing statement of change of address of registered
3office or change of registered agent, or both, $25.
4 (i) Filing statement of the establishment of a series of
5shares, $25.
6 (j) Filing an application of a foreign corporation for
7authority to transact business in this State, $150.
8 (k) Filing an application of a foreign corporation for
9amended authority to transact business in this State, $25.
10 (l) Filing a copy of amendment to the articles of
11incorporation of a foreign corporation holding authority to
12transact business in this State, $50, unless the amendment is
13a restatement of the articles of incorporation, in which case
14the fee shall be $150.
15 (m) Filing a copy of articles of merger of a foreign
16corporation holding a certificate of authority to transact
17business in this State, $100, but if the merger involves more
18than 2 corporations, $50 for each additional corporation.
19 (n) Filing an application for withdrawal and final report
20or a copy of articles of dissolution of a foreign corporation,
21$25.
22 (o) Filing an annual report, interim annual report, or
23final transition annual report of a domestic or foreign
24corporation, $75.
25 (p) Filing an application for reinstatement of a domestic
26or a foreign corporation, $200.

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1 (q) Filing an application for use of an assumed corporate
2name, $150 for each year or part thereof ending in 0 or 5, $120
3for each year or part thereof ending in 1 or 6, $90 for each
4year or part thereof ending in 2 or 7, $60 for each year or
5part thereof ending in 3 or 8, $30 for each year or part
6thereof ending in 4 or 9, between the date of filing the
7application and the date of the renewal of the assumed
8corporate name; and a renewal fee for each assumed corporate
9name, $150.
10 (r) To change an assumed corporate name for the period
11remaining until the renewal date of the original assumed name,
12$25.
13 (s) Filing an application for cancellation of an assumed
14corporate name, $5.
15 (t) Filing an application to register the corporate name
16of a foreign corporation, $50; and an annual renewal fee for
17the registered name, $50.
18 (u) Filing an application for cancellation of a registered
19name of a foreign corporation, $25.
20 (v) Filing a statement of correction, $50.
21 (w) Filing a petition for refund or adjustment, $5.
22 (x) Filing a statement of election of an extended filing
23month, $25.
24 (y) Filing a report of interim changes, $50.
25 (z) Filing any other statement or report, $5.
26(Source: P.A. 95-331, eff. 8-21-07.)

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1 (805 ILCS 5/15.35) (from Ch. 32, par. 15.35)
2 (Section scheduled to be repealed on December 31, 2025)
3 Sec. 15.35. Franchise taxes payable by domestic
4corporations. For the privilege of exercising its franchises
5in this State, each domestic corporation shall pay to the
6Secretary of State the following franchise taxes, computed on
7the basis, at the rates and for the periods prescribed in this
8Act:
9 (a) An initial franchise tax at the time of filing its
10 first report of issuance of shares.
11 (b) An additional franchise tax at the time of filing
12 (1) a report of the issuance of additional shares, or (2) a
13 report of an increase in paid-in capital without the
14 issuance of shares, or (3) an amendment to the articles of
15 incorporation or a report of cumulative changes in paid-in
16 capital, whenever any amendment or such report discloses
17 an increase in its paid-in capital over the amount thereof
18 last reported in any document, other than an annual
19 report, interim annual report or final transition annual
20 report required by this Act to be filed in the office of
21 the Secretary of State.
22 (c) An additional franchise tax at the time of filing
23 a report of paid-in capital following a statutory merger
24 or consolidation, which discloses that the paid-in capital
25 of the surviving or new corporation immediately after the

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1 merger or consolidation is greater than the sum of the
2 paid-in capital of all of the merged or consolidated
3 corporations as last reported by them in any documents,
4 other than annual reports, required by this Act to be
5 filed in the office of the Secretary of State; and in
6 addition, the surviving or new corporation shall be liable
7 for a further additional franchise tax on the paid-in
8 capital of each of the merged or consolidated corporations
9 as last reported by them in any document, other than an
10 annual report, required by this Act to be filed with the
11 Secretary of State from their taxable year end to the next
12 succeeding anniversary month or, in the case of a
13 corporation which has established an extended filing
14 month, the extended filing month of the surviving or new
15 corporation; however if the taxable year ends within the
16 2-month 2 month period immediately preceding the
17 anniversary month or, in the case of a corporation which
18 has established an extended filing month, the extended
19 filing month of the surviving or new corporation the tax
20 will be computed to the anniversary month or, in the case
21 of a corporation which has established an extended filing
22 month, the extended filing month of the surviving or new
23 corporation in the next succeeding calendar year.
24 (d) An annual franchise tax payable each year with the
25 annual report which the corporation is required by this
26 Act to file.

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1 (e) On or after January 1, 2020 and prior to January 1,
22021, the first $30 in liability is exempt from the tax imposed
3under this Section. On or after January 1, 2021 and prior to
4January 1, 2022, the first $1,000 in liability is exempt from
5the tax imposed under this Section. On or after January 1, 2022
6and prior to January 1, 2023, the first $10,000 in liability is
7exempt from the tax imposed under this Section. On or after
8January 1, 2023 and prior to January 1, 2024, the first
9$100,000 in liability is exempt from the tax imposed under
10this Section. The provisions of this Section shall not require
11the payment of any franchise tax that would otherwise have
12been due and payable on or after January 1, 2024. There shall
13be no refunds or proration of franchise tax for any taxes due
14and payable on or after January 1, 2024 on the basis that a
15portion of the corporation's taxable year extends beyond
16January 1, 2024. Public Act 101-9 This amendatory Act of the
17101st General Assembly shall not affect any right accrued or
18established, or any liability or penalty incurred prior to
19January 1, 2024.
20 (f) This Section is repealed on December 31, 2024 2025.
21(Source: P.A. 101-9, eff. 6-5-19; revised 7-18-19.)
22 (805 ILCS 5/15.97) (from Ch. 32, par. 15.97)
23 (Section scheduled to be repealed on December 31, 2022)
24 Sec. 15.97. Corporate Franchise Tax Refund Fund.
25 (a) Beginning July 1, 1993, a percentage of the amounts

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1collected under Sections 15.35, 15.45, 15.65, and 15.75 of
2this Act shall be deposited into the Corporate Franchise Tax
3Refund Fund, a special Fund hereby created in the State
4treasury. From July 1, 1993, until December 31, 1994, there
5shall be deposited into the Fund 3% of the amounts received
6under those Sections. Beginning January 1, 1995, and for each
7fiscal year beginning thereafter, 2% of the amounts collected
8under those Sections during the preceding fiscal year shall be
9deposited into the Fund.
10 (b) Beginning July 1, 1993, moneys in the Fund shall be
11expended exclusively for the purpose of paying refunds payable
12because of overpayment of franchise taxes, penalties, or
13interest under Sections 13.70, 15.35, 15.45, 15.65, 15.75, and
1416.05 of this Act and making transfers authorized under this
15Section. Refunds in accordance with the provisions of
16subsections (f) and (g) of Section 1.15 and Section 1.17 of
17this Act may be made from the Fund only to the extent that
18amounts collected under Sections 15.35, 15.45, 15.65, and
1915.75 of this Act have been deposited in the Fund and remain
20available. On or before August 31 of each year, the balance in
21the Fund in excess of $100,000 shall be transferred to the
22General Revenue Fund. Notwithstanding the provisions of this
23subsection, for the period commencing on or after July 1,
242022, amounts in the fund shall not be transferred to the
25General Revenue Fund and shall be used to pay refunds in
26accordance with the provisions of this Act. Within a

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1reasonable time after December 31, 2022, the Secretary of
2State shall direct and the Comptroller shall order transferred
3to the General Revenue Fund all amounts remaining in the fund.
4 (c) This Act shall constitute an irrevocable and
5continuing appropriation from the Corporate Franchise Tax
6Refund Fund for the purpose of paying refunds upon the order of
7the Secretary of State in accordance with the provisions of
8this Section.
9 (d) This Section is repealed on December 31, 2024 2022.
10(Source: P.A. 101-9, eff. 6-5-19.)
11 Section 10. The Benefit Corporation Act is amended by
12changing Sections 1.10 and 2.01 as follows:
13 (805 ILCS 40/1.10)
14 Sec. 1.10. Definitions. As used in this Act, unless the
15context otherwise requires, the words and phrases defined in
16this Section shall have the meanings set forth herein.
17 "Benefit corporation" means a corporation organized under
18the Business Corporation Act of 1983 or a foreign benefit
19corporation organized under the laws of another state,
20authorized to transact business in this State, and:
21 (1) which has elected to become subject to this Act;
22 and
23 (2) whose status as a benefit corporation has not been
24 terminated under Section 2.10.

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1 "Benefit director" means either:
2 (1) the director designated as the benefit director of
3 a benefit corporation under Section 4.05; or
4 (2) a person with one or more of the powers, duties, or
5 rights of a benefit director to the extent provided in the
6 bylaws pursuant to Section 4.05.
7 "Benefit enforcement proceeding" means a claim or action
8for:
9 (1) the failure of a benefit corporation to pursue or
10 create general public benefit or a specific public benefit
11 set forth in its articles of incorporation; or
12 (2) a violation of an obligation, duty, or standard of
13 conduct under this Act.
14 "Benefit officer" means the individual designated as the
15benefit officer of a benefit corporation under Section 4.15.
16 "General public benefit" means a material positive impact
17on society and the environment, taken as a whole, assessed
18against a third-party standard, from the business and
19operations of a benefit corporation.
20 "Independent" means having no material relationship with a
21benefit corporation or a subsidiary of the benefit
22corporation. A person serving as benefit director or benefit
23officer may be considered independent. For the purposes of
24this definition, a percentage of ownership in an entity shall
25be calculated as if all outstanding rights to acquire equity
26interests in the entity have been exercised. A material

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1relationship between a person and a benefit corporation or any
2of its subsidiaries will be conclusively presumed to exist if:
3 (1) the person is, or has been within the last 3 years,
4 an employee other than a benefit officer of the benefit
5 corporation or a subsidiary of the benefit corporation;
6 (2) an immediate family member of the person is, or
7 has been within the last 3 years, an executive officer
8 other than a benefit officer of the benefit corporation or
9 its subsidiaries; or
10 (3) there is beneficial or record ownership of 5% or
11 more of the outstanding shares of the benefit corporation
12 by:
13 (A) the person; or
14 (B) an entity:
15 (i) of which the person is a director, an
16 officer, or a manager; or
17 (ii) in which the person owns beneficially or
18 of record 5% or more of the outstanding equity
19 interests.
20 "Minimum status vote" means that:
21 (1) in the case of a corporation, in addition to any
22 other approval or vote required by the Business
23 Corporation Act of 1983, the bylaws, or the articles of
24 incorporation:
25 (A) the shareholders of every class or series
26 shall be entitled to vote on the corporate action

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1 regardless of a limitation stated in the articles of
2 incorporation or bylaws on the voting rights of any
3 class or series; and
4 (B) the corporate action shall be approved by vote
5 of the outstanding shares of each class or series
6 entitled to vote by at least two-thirds of the votes
7 that all shareholders of the class or series are
8 entitled to cast on the action; and
9 (2) in the case of an entity organized under the laws
10 of this State that is not a corporation, in addition to any
11 other approval, vote, or consent required by the statutory
12 law, if any, that principally governs the internal affairs
13 of the entity or any provision of the publicly filed
14 record or document required to form the entity, if any, or
15 of any agreement binding on some or all of the holders of
16 equity interests in the entity:
17 (A) the holders of every class or series of equity
18 interest in the entity that are entitled to receive a
19 distribution of any kind from the entity shall be
20 entitled to vote on or consent to the action
21 regardless of any otherwise applicable limitation on
22 the voting or consent rights of any class or series;
23 and
24 (B) the action must be approved by a vote or
25 consent of at least two-thirds of such holders.
26 "Specific public benefit" means:

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1 (1) providing low-income or underserved individuals or
2 communities with beneficial products or services;
3 (2) promoting economic opportunity for individuals or
4 communities beyond the creation of jobs in the ordinary
5 course of business;
6 (3) preserving the environment;
7 (4) improving human health;
8 (5) promoting the arts, sciences or advancement of
9 knowledge;
10 (6) increasing the flow of capital to entities with a
11 public benefit purpose; or
12 (7) the accomplishment of any other particular benefit
13 for society or the environment.
14 "Subsidiary" of a person means an entity in which the
15person owns beneficially or of record 50% or more of the
16outstanding equity interests. For the purposes of this
17subsection, a percentage of ownership in an entity shall be
18calculated as if all outstanding rights to acquire equity
19interests in the entity have been exercised.
20 "Third-party standard" means a standard for defining,
21reporting, and assessing overall corporate, social, and
22environmental performance that:
23 (1) is a comprehensive assessment of the impact of the
24 business and the business' operations upon the
25 considerations listed in subdivisions (a)(1)(B) through
26 (a)(1)(E) of Section 4.01;

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1 (2) is developed by an entity that has no material
2 financial relationship with the benefit corporation or any
3 of its subsidiaries;
4 (3) is developed by an entity that is not materially
5 financed by any of the following organizations and not
6 more than one-third of the members of the governing body
7 of the entity are representatives of:
8 (A) associations of businesses operating in a
9 specific industry, the performance of whose members is
10 measured by the standard;
11 (B) businesses from a specific industry or an
12 association of businesses in that industry; or
13 (C) businesses whose performance is assessed
14 against the standard; and
15 (4) is developed by an entity that:
16 (A) accesses necessary and appropriate expertise
17 to assess overall corporate social and environmental
18 performance; and
19 (B) uses a balanced multi-stakeholder approach,
20 including a public comment period of at least 30 days
21 to develop the standard; and
22 (5) makes the following information regarding the
23 standard publicly available:
24 (A) the factors considered when measuring the
25 overall social and environmental performance of a
26 business and the relative weight, if any, given to

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1 each of those factors;
2 (B) the identity of the directors, officers, any
3 material owners, and the governing body of the entity
4 that developed, and controls revisions to, the
5 standard, and the process by which revisions to the
6 standard and changes to the membership of the
7 governing body are made; and
8 (C) an accounting of the sources of financial
9 support for the entity, with sufficient detail to
10 disclose any relationships that could reasonably be
11 considered to present a potential conflict of
12 interest.
13(Source: P.A. 97-885, eff. 1-1-13.)
14 (805 ILCS 40/2.01)
15 Sec. 2.01. Formation of benefit corporations. A benefit
16corporation must be formed in accordance with Article 2 of the
17Business Corporation Act of 1983 or be a foreign benefit
18corporation organized under the laws of another state and
19authorized to transact business in this State. In addition to
20the formation requirements of that Act, the articles of
21incorporation of a benefit corporation must state that it is a
22benefit corporation in accordance with the provisions of this
23Article.
24(Source: P.A. 97-885, eff. 1-1-13.)

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1 Section 13. The Limited Liability Company Act is amended
2by adding Sections 35-22 and 45-70 as follows:
3 (805 ILCS 180/35-22 new)
4 Sec. 35-22. Revocation of termination.
5 (a) A limited liability company may revoke its termination
6within 90 days after the effective date of termination if the
7limited liability company has not begun to distribute its
8assets or has not commenced a proceeding for court supervision
9of its winding up under Section 35-4.
10 (b) The limited liability company members or managers may
11revoke the termination if a majority of members or managers,
12respectively, approve the revocation.
13 (c) Within 90 days after the termination has been revoked
14by the limited liability company, articles of revocation of
15termination shall be executed and filed in duplicate in
16accordance with Section 5-45 and shall set forth:
17 (1) The name of the limited liability company.
18 (2) The effective date of the termination that was
19 revoked.
20 (3) A statement that the limited liability company has
21 not begun to distribute its assets nor has it commenced a
22 proceeding for court supervision of its winding up.
23 (4) The date the revocation of termination was
24 authorized.
25 (5) A statement that the limited liability company

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1 members or managers revoked the termination.
2 (d) When the provisions of this Section have been complied
3with, the Secretary of State shall endorse the word "Filed" on
4the duplicate copy of the articles of revocation of
5termination. Failure of the limited liability company to file
6the articles of revocation of termination within the time
7period required in subsection (c) shall not be grounds for the
8Secretary of State to reject the filing, but the limited
9liability company filing beyond the time period shall pay a
10penalty as prescribed by this Act.
11 (e) The revocation of termination is effective on the date
12of filing thereof by the Secretary of State and shall relate
13back and take effect as of the date of termination and the
14limited liability company may resume carrying on business as
15if termination had never occurred.
16 (805 ILCS 180/45-70 new)
17 Sec. 45-70. Reinstatement following termination.
18 (a) A voluntarily terminated limited liability company may
19be reinstated by the Secretary of State following the date of
20issuance of the notice of termination upon:
21 (1) The filing of an application for reinstatement.
22 (2) The filing with the Secretary of State by the
23 limited liability company of all reports then due and
24 theretofore becoming due.
25 (3) The payment to the Secretary of State of all fees

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1 and penalties then due and theretofore becoming due.
2 (b) The application for reinstatement shall be executed
3and filed in duplicate in accordance with Section 5-45 of this
4Act and shall set forth all of the following:
5 (1) The name of the limited liability company at the
6 time of the issuance of the notice of termination.
7 (2) If the name is not available for use as determined
8 by the Secretary of State at the time of filing the
9 application for reinstatement, the name of the limited
10 liability company as changed, provided that any change of
11 name is properly effected under Section 1-10 and Section
12 5-25 of this Act.
13 (3) The date of issuance of the notice of termination.
14 (4) The address, including street and number or rural
15 route number, of the registered office of the limited
16 liability company upon reinstatement thereof and the name
17 of its registered agent at that address upon the
18 reinstatement of the limited liability company, provided
19 that any change from either the registered office or the
20 registered agent at the time of termination is properly
21 reported under Section 1-35 of this Act.
22 (c) When a terminated limited liability company has
23complied with the provisions of the Section, the Secretary of
24State shall file the application for reinstatement.
25 (d) Upon the filing of the application for reinstatement,
26the existence of the limited liability company shall be deemed

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1to have continued without interruption from the date of the
2issuance of the notice of termination, and the limited
3liability company shall stand revived with the powers, duties,
4and obligations as if it had not been terminated. All acts and
5proceedings of its members, managers, officers, employees, and
6agents, acting or purporting to act in that capacity, and
7which would have been legal and valid but for the termination,
8shall stand ratified and confirmed.
9 (e) Without limiting the generality of subsection (d),
10upon the filing of the application for reinstatement, no
11member, manager, or officer shall be personally liable for the
12debts and liabilities of the limited liability company
13incurred during the period of termination by reason of the
14fact that the limited liability company was terminated at the
15time the debts or liabilities were incurred.
16 Section 15. The Uniform Limited Partnership Act (2001) is
17amended by changing Section 1308 as follows:
18 (805 ILCS 215/1308)
19 Sec. 1308. Department of Business Services Special
20Operations Fund.
21 (a) A special fund in the State Treasury is created and
22shall be known as the Department of Business Services Special
23Operations Fund. Moneys deposited into the Fund shall, subject
24to appropriation, be used by the Department of Business

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1Services of the Office of the Secretary of State, hereinafter
2"Department", to create and maintain the capability to perform
3expedited services in response to special requests made by the
4public for same day or 24 hour service. Moneys deposited into
5the Fund shall be used for, but not limited to, expenditures
6for personal services, retirement, Social Security,
7contractual services, equipment, electronic data processing,
8and telecommunications.
9 (b) The balance in the Fund at the end of any fiscal year
10shall not exceed $600,000 and any amount in excess thereof
11shall be transferred to the General Revenue Fund.
12 (c) All fees payable to the Secretary of State under this
13Section shall be deposited into the Fund. No other fees or
14charges collected under this Act shall be deposited into the
15Fund.
16 (d) "Expedited services" means services rendered within
17the same day, or within 24 hours from the time the request
18therefor is submitted by the filer, law firm, service company,
19or messenger physically in person or, at the Secretary of
20State's discretion, by electronic means, to the Department's
21Springfield Office or Chicago Office and includes requests for
22certified copies and , photocopies, and certificates of
23existence or abstracts of computer record made to the
24Department's Springfield Office in person or by telephone, or
25requests for certificates of existence or abstracts of
26computer record made in person or by telephone to the

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1Department's Chicago Office. A request submitted by electronic
2means may not be considered a request for expedited services
3solely because of its submission by electronic means, unless
4expedited service is requested by the filer.
5 (e) Fees for expedited services shall be as follows:
6 Merger, $200;
7 Certificate of limited partnership, $100;
8 Certificate of amendment, $100;
9 Reinstatement, $100;
10 Application for admission to transact business, $100;
11 Abstract Certificate of existence or abstract of
12 computer record, $20;
13 All other filings, copies of documents, annual renewal
14 reports, and copies of documents of canceled limited
15 partnerships, $50.
16 (f) Filing of annual renewal reports and requests for
17certificates of existence shall be made in real time only,
18without expedited services available.
19(Source: P.A. 100-186, eff. 7-1-18; 100-561, eff. 7-1-18;
20101-81, eff. 7-12-19.)
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