Professional Limited Liability Company Act.

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  4. Professional Limited Liability Company Act.

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(805 ILCS 185/1)

Sec. 1. Short title. This Act may be cited as the Professional Limited Liability Company Act.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/2)

Sec. 2. Legislative intent. It is the intent of the General Assembly to provide for an individual or group of individuals to form a professional limited liability company to render the same professional service or related professional services to the public for which such individuals or individuals providing the professional services are required by law to be licensed, while preserving the established professional aspects of the personal relationship between the professional person and those he or she serves professionally.

(Source: P.A. 100-894, eff. 8-14-18.)

 

(805 ILCS 185/5)

Sec. 5. Definitions. In this Act:

"Department" means the Department of Financial and Professional Regulation.

"License" means a license, certificate of registration, or any other evidence of the satisfaction of the requirements of this State issued by the Department.

"Professional limited liability company" means a limited liability company that intends to provide, or does provide, professional services that require the individuals engaged in the profession to be licensed by the Department.

(Source: P.A. 99-227, eff. 8-3-15; 100-894, eff. 8-14-18.)

 

(805 ILCS 185/10)

Sec. 10. Application of the Limited Liability Company Act. The Limited Liability Company Act, as now or hereafter amended, shall be applicable to professional limited liability companies, and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other limited liability companies, except where inconsistent with the letter and purpose of this Act. This Act shall take precedence in the event of any conflict with the provisions of the Limited Liability Company Act or other laws.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/11)

Sec. 11. Articles of organization. One or more individuals may organize a professional limited liability company by filing articles of organization with the Secretary of State on forms furnished by the Secretary. Such articles of organization shall meet the requirements of the Limited Liability Company Act and this Act and must also state the specific professional service or related professional services to be rendered by the professional limited liability company.

A limited liability company that provides professional services and requires registration with the Department may convert to a professional limited liability company by filing the appropriate forms with the Secretary of State. There shall be no fee for this conversion.

(Source: P.A. 100-894, eff. 8-14-18.)

 

(805 ILCS 185/12)

Sec. 12. Professional limited liability company name. The name of each professional limited liability company or foreign professional limited liability company organized, existing, or subject to the provisions of this Act shall contain the terms "professional limited liability company", "P.L.L.C.", or "PLLC".

(Source: P.A. 100-894, eff. 8-14-18.)

 

(805 ILCS 185/13)

Sec. 13. Nature of business.

(a) A professional limited liability company may be formed to provide a professional service or services licensed by the Department except:

  • (1) the practice of dentistry unless all the members and managers are licensed as dentists under the Illinois Dental Practice Act;
  • (2) the practice of medicine unless all the managers, if any, are licensed to practice medicine under the Medical Practice Act of 1987 and each member is either:
    • (A) licensed to practice medicine under the Medical Practice Act of 1987;
    • (B) a registered medical corporation or corporations organized pursuant to the Medical Corporation Act;
    • (C) a professional corporation organized pursuant to the Professional Service Corporation Act of physicians licensed to practice under the Medical Practice Act of 1987;
    • (D) a hospital or hospital affiliate as defined in Section 10.8 of the Hospital Licensing Act; or
    • (E) a professional limited liability company that satisfies the requirements of subparagraph (A), (B), (C), or (D);
  • (3) the practice of real estate unless all the managers, if any, or every member in a member-managed company are licensed to practice as a managing broker or broker pursuant to the Real Estate License Act of 2000;
  • (4) the practice of clinical psychology unless all the managers and members are licensed to practice as a clinical psychologist under the Clinical Psychologist Licensing Act;
  • (5) the practice of social work unless all the managers and members are licensed to practice as a clinical social worker or social worker under the Clinical Social Work and Social Work Practice Act;
  • (6) the practice of marriage and family therapy unless all the managers and members are licensed to practice as a marriage and family therapist under the Marriage and Family Therapy Licensing Act;
  • (7) the practice of professional counseling unless all the managers and members are licensed to practice as a clinical professional counselor or a professional counselor under the Professional Counselor and Clinical Professional Counselor Licensing and Practice Act;
  • (8) the practice of sex offender evaluation and treatment unless all the managers and members are licensed to practice as a sex offender evaluator or sex offender treatment provider under the Sex Offender Evaluation and Treatment Provider Act; or
  • (9) the practice of veterinary medicine unless all the managers and members are licensed to practice as a veterinarian under the Veterinary Medicine and Surgery Practice Act of 2004.

(b) Notwithstanding any provision of this Section, any of the following professional services may be combined and offered within a single professional limited liability company provided that each professional service is offered only by persons licensed to provide that professional service and all managers and members are licensed in at least one of the professional services offered by the professional limited liability company:

  • (1) the practice of medicine by physicians licensed under the Medical Practice Act of 1987, the practice of podiatry by podiatric physicians licensed under the Podiatric Medical Practice Act of 1987, the practice of dentistry by dentists licensed under the Illinois Dental Practice Act, and the practice of optometry by optometrists licensed under the Illinois Optometric Practice Act of 1987; or
  • (2) the practice of clinical psychology by clinical psychologists licensed under the Clinical Psychologist Licensing Act, the practice of social work by clinical social workers or social workers licensed under the Clinical Social Work and Social Work Practice Act, the practice of marriage and family counseling by marriage and family therapists licensed under the Marriage and Family Therapy Licensing Act, the practice of professional counseling by professional counselors and clinical professional counselors licensed under the Professional Counselor and Clinical Professional Counselor Licensing and Practice Act, and the practice of sex offender evaluation and treatment by sex offender evaluators and sex offender treatment providers licensed under the Sex Offender Evaluation and Treatment Provider Act.

(Source: P.A. 100-894, eff. 8-14-18.)

 

(805 ILCS 185/15)

Sec. 15. Certificate of registration.

(a) No professional limited liability company may render professional services that require the issuance of a license by the Department, except through its managers, members, agents, or employees who are duly licensed or otherwise legally authorized to render such professional services within this State. An individual's association with a professional limited liability company as a manager, member, agent, or employee, shall in no way modify or diminish the jurisdiction of the Department that licensed, certified, or registered the individual for a particular profession.

(b) A professional limited liability company shall not open, operate, or maintain an establishment for any of the purposes for which a limited liability company may be organized without obtaining a certificate of registration from the Department.

(c) Application for a certificate of registration shall be made in writing and shall contain the name and primary mailing address of the professional limited liability company, the name and address of the company's registered agent, the address of the practice location maintained by the company, each assumed name being used by the company, and such other information as may be required by the Department. All official correspondence from the Department shall be mailed to the primary mailing address of the company except that the company may elect to have renewal and non-renewal notices sent to the registered agent of the company. Upon receipt of such application, the Department shall make an investigation of the professional limited liability company. If this Act or any Act administered by the Department requires the organizers, managers, and members to each be licensed in the particular profession or related professions related to the professional services offered by the company, the Department shall determine that the organizers, managers, and members are each licensed pursuant to the laws of Illinois to engage in the particular profession or related professions involved (except that an initial organizer may be a licensed attorney) and that no disciplinary action is pending before the Department against any of them before issuing a certificate of registration. For all other companies submitting an application, the Department shall determine if any organizer, manager, or member claiming to hold a professional license issued by the Department is currently so licensed and that no disciplinary action is pending before the Department against any of them before issuing a certificate of registration. If it appears that the professional limited liability company will be conducted in compliance with the law and the rules and regulations of the Department, the Department shall issue, upon payment of a registration fee of $50, a certificate of registration.

(d) A separate application shall be submitted for each business location in Illinois. If the professional limited liability company is using more than one fictitious or assumed name and has an address different from that of the parent company, a separate application shall be submitted for each fictitious or assumed name.

(e) The certificate of registration shall expire on January 1, 2019 and on January 1 of every third year thereafter. Upon written application of the holder, the Department shall renew the certificate if it finds that the professional limited liability company has complied with its regulations and the provisions of this Act and the applicable licensing Act. This fee for the renewal of a certificate of registration shall be $40. The certificate of registration shall be conspicuously posted upon the premises to which it is applicable. A certificate of registration shall not be assignable.

(f) The Department shall not issue or renew any certificate of registration to a professional limited liability company during the period of dissolution.

(Source: P.A. 99-227, eff. 8-3-15; 100-894, eff. 8-14-18.)

 

(805 ILCS 185/20)

Sec. 20. Failure to obtain a certificate of registration. Whenever the Department has reason to believe a professional limited liability company has opened, operated, or maintained an establishment without a certificate of registration, the Department may issue a notice of violation to the professional limited liability company. The notice of violation shall provide a period of 30 days after the date of the notice to either file an answer to the satisfaction of the Department or submit an application for a certificate of registration in compliance with this Act. If the professional limited liability company submits an application for a certificate of registration, it must pay the $50 application fee and a late fee of $100 for each year that the professional limited liability company opened, operated, or maintained an establishment without a certificate of registration for the purpose of providing any professional service that requires the individuals engaged in the profession to be licensed by the Department, with a maximum late fee of $500. If the professional limited liability company that is the subject of the notice of violation fails to respond, fails to respond to the satisfaction of the Department, or fails to submit an application for registration, the Department may institute disciplinary proceedings against the professional limited liability company and may impose a civil penalty up to $1,000 for violation of this Act after affording the professional limited liability company a hearing in conformance with the requirements of this Act.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/25)

Sec. 25. Suspension, revocation or discipline of certificate of registration.

(a) The Department may suspend, revoke, or otherwise discipline the certificate of registration of a professional limited liability company for any of the following reasons:

  • (1) the revocation or suspension of the license to practice the profession of any officer, manager, member, agent, or employee not promptly removed or discharged by the professional limited liability company;
  • (2) unethical professional conduct on the part of any officer, manager, member, agent, or employee not promptly removed or discharged by the professional limited liability company;
  • (3) the death of the last remaining member;
  • (4) upon finding that the holder of the certificate has failed to comply with the provisions of this Act or the regulations prescribed by the Department; or
  • (5) the failure to file a return, to pay the tax, penalty, or interest shown in a filed return, or to pay any final assessment of tax, penalty, or interest, as required by a tax Act administered by the Illinois Department of Revenue, until such time as the requirements of any such tax Act are satisfied.

(b) Before any certificate of registration is suspended or revoked, the holder shall be given written notice of the proposed action and the reasons for the proposed action and shall be provided a public hearing by the Department with the right to produce testimony and other evidence concerning the charges made. The notice shall also state the place and date of the hearing, which shall be at least 10 days after service of the notice.

(c) All orders of the Department denying an application for a certificate of registration or suspending or revoking a certificate of registration or imposing a civil penalty shall be subject to judicial review pursuant to the Administrative Review Law.

(d) The proceedings for judicial review shall be commenced in the circuit court of the county in which the party applying for review is located. If the party is not currently located in Illinois, the venue shall be in Sangamon County. The Department shall not be required to certify any record to the court or file any answer in court or otherwise appear in any court in a judicial review proceeding, unless and until the Department has received from the plaintiff payment of the costs of furnishing and certifying the record, which costs shall be determined by the Department. Exhibits shall be certified without cost. Failure on the part of the plaintiff to file a receipt in court is grounds for dismissal of the action.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/30)

Sec. 30. Confidentiality.

(a) All information collected by the Department in the course of an examination or investigation of a holder of a certificate of registration or an applicant, including, but not limited to, any complaint against a holder of a certificate of registration filed with the Department and information collected to investigate any such complaint, shall be maintained for the confidential use of the Department and shall not be disclosed.

(b) The Department may not disclose the information to anyone other than law enforcement officials, other regulatory agencies that have an appropriate regulatory interest as determined by the Secretary of the Department, or a party presenting a lawful subpoena to the Department. Information and documents disclosed to a federal, State, county, or local law enforcement agency shall not be disclosed by the agency for any purpose to any other agency or person. A formal complaint filed against a holder of a certificate of registration by the Department or any order issued by the Department against a holder of a certificate of registration or an applicant shall be a public record, except as otherwise prohibited by law.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/35)

Sec. 35. Professional relationship and liability; rights and obligations pertaining to communications.

(a) Nothing contained in this Act shall be interpreted to abolish, repeal, modify, restrict, or limit the law in effect in this State on the effective date of this Act that is applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional services or the law that is applicable to the standards for professional conduct. Any manager, member, agent, or employee of a professional limited liability company shall remain personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him or her or by any person under his or her direct supervision and control while rendering professional services on behalf of the professional limited liability company. However, a professional limited liability company shall have no greater liability for the conduct of its agents than any other limited liability company organized under the Limited Liability Company Act. A professional limited liability company shall be liable up to the full value of its property for any negligence or wrongful acts or misconduct committed by any of its managers, members, agents, or employees while they are engaged in the rendering of professional services on behalf of the professional limited liability company.

(b) All rights and obligations pertaining to communications made to or information received by any qualified person or the advice he or she gives on such communications or information, shall be extended to the professional limited liability company of which he or she is a manager, member, agent, or employee, and to the professional limited liability company's managers, members, agents, and employees.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/40)

Sec. 40. Dissolution. A professional limited liability company may, for the purposes of dissolution, have as its managers and members individuals who are not licensed by the Department to provide professional services notwithstanding any provision of this Act or of any professional Act administered by the Department, provided that the professional limited liability company under these circumstances does not render any professional services nor hold itself out as capable or available to render any professional services during the period of dissolution. A copy of the certificate of dissolution, as issued by the Secretary of State, shall be delivered to the Department within 30 days of its receipt by the managers or members.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/45)

Sec. 45. Dishonored payments. Any professional limited liability company that, on 2 occasions, issues or delivers a check or other order to the Department that is not honored by the financial institution upon which it is drawn because of insufficient funds on the account, shall pay to the Department, in addition to the amount owing upon such check or other order, a fee of $50. If such check or other order was issued or delivered in payment of a renewal fee and the professional limited liability company whose certificate of registration has lapsed continues to practice as a professional limited liability company without paying the renewal fee and the $50 fee required under this Section, an additional fee of $100 shall be imposed for practicing without a current certificate. The Department shall notify the professional limited liability company whose certificate of registration has lapsed within 30 days after the discovery by the Department that such professional limited liability company is operating without a current certificate of the fact that the professional limited liability company is operating without a certificate and of the amount due to the Department, which shall include the lapsed renewal fee and all other fees required by this Section. If the professional limited liability company whose certification has lapsed seeks a current certificate more than 30 days after the date it receives notification from the Department, it shall be required to apply to the Department for reinstatement of the certificate and to pay all fees due to the Department. The Department may establish a fee for the processing of an application for reinstatement of a certificate that allows the Department to pay all costs and expenses related to the processing of the application. The Secretary of the Department may waive the fees due under this Section in individual cases where he or she finds that in the particular case such fees would be unreasonable or unnecessarily burdensome.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/50)

Sec. 50. Deposit of fees and fines. All fees, civil penalties, and fines collected under this Act shall be deposited into the General Professions Dedicated Fund.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/900)

Sec. 900. (Amendatory provisions; text omitted).

(Source: P.A. 99-227, eff. 8-3-15; text omitted.)

 

(805 ILCS 185/905)

Sec. 905. (Amendatory provisions; text omitted).

(Source: P.A. 99-227, eff. 8-3-15; text omitted.)

 

(805 ILCS 185/910)

Sec. 910. The Department of Professional Regulation Law of the Civil Administrative Code of Illinois is amended by repealing Sections 2105-150 and 2105-350.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/915)

Sec. 915. (Amendatory provisions; text omitted).

(Source: P.A. 99-227, eff. 8-3-15; text omitted.)

 

(805 ILCS 185/920)

Sec. 920. (Amendatory provisions; text omitted).

(Source: P.A. 99-227, eff. 8-3-15; text omitted.)

 

(805 ILCS 185/925)

Sec. 925. The Clinical Social Work and Social Work Practice Act is amended by repealing Section 18.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/930)

Sec. 930. (Amendatory provisions; text omitted).

(Source: P.A. 99-227, eff. 8-3-15; text omitted.)

 

(805 ILCS 185/935)

Sec. 935. (Amendatory provisions; text omitted).

(Source: P.A. 99-227, eff. 8-3-15; text omitted.)

 

(805 ILCS 185/940)

Sec. 940. (Amendatory provisions; text omitted).

(Source: P.A. 99-227, eff. 8-3-15; text omitted.)

 

(805 ILCS 185/945)

Sec. 945. (Amendatory provisions; text omitted).

(Source: P.A. 99-227, eff. 8-3-15; text omitted.)

 

(805 ILCS 185/950)

Sec. 950. The Collection Agency Act is amended by repealing Sections 6, 6a, 10, 13, 13.3, and 14.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/955)

Sec. 955. (Amendatory provisions; text omitted).

(Source: P.A. 99-227, eff. 8-3-15; text omitted.)

 

(805 ILCS 185/960)

Sec. 960. The Real Estate License Act of 2000 is amended by repealing Sections 5-46 and 5-47.

(Source: P.A. 99-227, eff. 8-3-15.)

 

(805 ILCS 185/965)

Sec. 965. (Amendatory provisions; text omitted).

(Source: P.A. 99-227, eff. 8-3-15; text omitted.)

 

(805 ILCS 185/970)

Sec. 970. (Amendatory provisions; text omitted).

(Source: P.A. 99-227, eff. 8-3-15; text omitted.)

 

(805 ILCS 185/975)

Sec. 975. (Amendatory provisions; text omitted).

(Source: P.A. 99-227, eff. 8-3-15; text omitted.)

 

(805 ILCS 185/999)

Sec. 999. Effective date. This Act takes effect upon becoming law.

(Source: P.A. 99-227, eff. 8-3-15.)


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