(805 ILCS 415/Art. 1 heading)
(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:
"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:
"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:
"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 organic law and organic rules of the entity.
"Interest" means:
"Interest holder" means a direct holder of an interest.
"Interest holder liability" means:
"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 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.
"Protected agreement" means:
"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:
(Source: P.A. 100-561, eff. 7-1-18.)
(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 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:
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)
(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 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.
(Source: P.A. 100-561, eff. 7-1-18.)
(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 entity.
(Source: P.A. 100-561, eff. 7-1-18.)
(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 action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
(Source: P.A. 100-561, eff. 7-1-18.)
(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 requirements of this Act for approval.
(Source: P.A. 100-561, eff. 7-1-18.)
(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 law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless:
(b) An interest holder of a domestic converting or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this Act to the extent provided:
(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.
(Source: P.A. 100-561, eff. 7-1-18.)
(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 be reasonably necessary and proper to enable the Secretary to ascertain whether the entity has complied with all the provisions of this Act applicable to the entity. The interrogatories shall be answered within 30 days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by him or her, and if directed to an entity, they shall be answered by the governor or interest holder thereof. The Secretary of State need not file any document to which the interrogatories relate until the interrogatories are answered as herein provided, and not then if the answers thereto disclose that the document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto that disclose a violation of any of the provisions of this Act.
(b) Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose any facts or information obtained therefrom except in so far as official duty may require the same to be made public or if the interrogatories or the answers thereto are required for evidence in any criminal proceeding or in any other action by the State.
(Source: P.A. 101-491, eff. 8-23-19.)