Chapter 805 — BUSINESS ORGANIZATIONS

(805 ILCS 405/3b) Sec. 3b. Locale misrepresentation. (a) A person shall not advertise or cause to be listed in a telephone directory an assumed or fictitious business name that intentionally misrepresents where the business is actually located or operating or falsely states that …

(805 ILCS 405/4) (from Ch. 96, par. 7) Sec. 4. This Act shall in no way affect or apply to any corporation, limited liability company, limited partnership, or limited liability partnership duly organized under the laws of this State, or any corporation, limited liability company,…

(805 ILCS 405/5) (from Ch. 96, par. 8) Sec. 5. Any person or persons carrying on, conducting or transacting business as aforesaid, who shall fail to comply with the provisions of this Act, shall be guilty of a Class C misdemeanor, and each day any person or persons conducts busin…

(805 ILCS 405/6) (from Ch. 96, par. 8a) Sec. 6. If a person or persons required to register hereunder do not do so and such persons, or any of them, are unknown, civil actions may be brought against such person or persons, by filing suit against the business under its assumed nam…

(805 ILCS 410/1) (from Ch. 116, par. 59) Sec. 1. As used in this Act, "Business" includes every kind of private business, profession, occupation, calling or operation of private institutions, whether carried on for profit or not. "Person" means an individual, partnership, corpora…

(805 ILCS 410/2) (from Ch. 116, par. 60) Sec. 2. Unless express provision is made by law for the period during which they must be preserved or for the condition upon which they may be destroyed, business records which persons by the laws of this state are required to keep or pres…

(805 ILCS 410/3) (from Ch. 116, par. 61) Sec. 3. (a) If reproductions of original business records are made, the preservation of such reproductions constitutes compliance with any laws of this State requiring that business records be kept or preserved, subject to the following co…

(805 ILCS 410/4) (from Ch. 116, par. 62) Sec. 4. Nothing in this Act shall be construed to diminish the authority of an officer of this State under existing law to permit the destruction of business records. (Source: Laws 1957, p. 123.)

(805 ILCS 410/5) (from Ch. 116, par. 63) Sec. 5. This Act shall be so interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it. (Source: Laws 1957, p. 123.)

(805 ILCS 410/6) (from Ch. 116, par. 64) Sec. 6. This Act may be cited as the Uniform Preservation of Private Business Records Act. (Source: Laws 1957, p. 123.)

(805 ILCS 415/101) Sec. 101. Short title. This Act may be cited as the Entity Omnibus Act. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/102) Sec. 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)…

(805 ILCS 415/103) Sec. 103. Relationship of Act to other laws. (a) Unless displaced by particular provisions of this Act or the organic law, the principles of law and equity supplement this Act. (b) This Act does not authorize an act prohibited by, and does not affect, the appli…

(805 ILCS 415/104) Sec. 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 or obtain the approval in order to be…

(805 ILCS 415/105) Sec. 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 …

(805 ILCS 415/106) Sec. 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. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/107) Sec. 107. Reference to external facts. A plan may refer to facts ascertainable outside of the plan if the manner in 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 actio…

(805 ILCS 415/108) Sec. 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 requi…

(805 ILCS 415/109) Sec. 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…

(805 ILCS 415/110) Sec. 110. Interrogatories to be propounded by the Secretary of State. (a) The Secretary of State may propound to any entity, domestic or foreign, subject to the provisions of this Act, and to any governor or interest holder thereof, such interrogatories as may …

(805 ILCS 415/111) Sec. 111. Application of other Acts. The Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, the Limited Liability Company Act, the Uniform Limited Partnership Act (2001), and the Uniform Partnership Act (1997) and the Limited …

(805 ILCS 415/201) Sec. 201. Conversion authorized. (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…

(805 ILCS 415/202) Sec. 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, jurisdict…

(805 ILCS 415/203) Sec. 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 …

(805 ILCS 415/204) Sec. 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…

(805 ILCS 415/205) Sec. 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;…

(805 ILCS 415/206) Sec. 206. Effect of conversion. (a) When a conversion becomes effective: (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 …

(805 ILCS 415/301) Sec. 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 …

(805 ILCS 415/302) Sec. 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 jurisdictio…

(805 ILCS 415/303) Sec. 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 …

(805 ILCS 415/304) Sec. 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; …

(805 ILCS 415/305) Sec. 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 organ…

(805 ILCS 415/306) Sec. 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 entit…

(805 ILCS 415/401) Sec. 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 …

(805 ILCS 415/402) Sec. 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…

(805 ILCS 415/403) Sec. 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, sh…

(805 ILCS 415/404) Sec. 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. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/405) Sec. 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. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/406) Sec. 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, n…

(805 ILCS 415/407) Sec. 407. Department of Business Services Special Operations Fund. (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 state…

(805 ILCS 415/901) Sec. 901. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 415/902) Sec. 902. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 415/903) Sec. 903. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 415/904) Sec. 904. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 415/905) Sec. 905. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 415/906) Sec. 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. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/907) Sec. 907. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 415/908) Sec. 908. The Uniform Partnership Act (1997) is amended by repealing Sections 903, 904, and 909. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 415/909) Sec. 909. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 415/910) Sec. 910. The Uniform Limited Partnership Act (2001) is amended by repealing Sections 1103, 1104, and 1105. (Source: P.A. 100-561, eff. 7-1-18.)