SB 116

Abstract

Amends the Business Corporation Act of 1983. Provides that if the board of directors is authorized to determine the place of a meeting of shareholders, the board of directors may determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication. Provides that a corporation may allow shareholders to participate in and act at any meeting of the shareholders through the use of remote connection; however, the corporation shall implement reasonable measures to provide the shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders. Provides that the corporation may implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a shareholder. Makes corresponding changes. Effective immediately. House Committee Amendment No. 1 Adds reference to: 805 ILCS 5/11.39 805 ILCS 5/14.13 new 805 ILCS 5/15.10 from Ch. 32, par. 15.10 805 ILCS 5/15.35 from Ch. 32, par. 15.35 805 ILCS 5/15.97 from Ch. 32, par. 15.97 805 ILCS 40/1.10 805 ILCS 40/2.01 805 ILCS 180/35-22 new 805 ILCS 180/45-70 new 805 ILCS 215/1308 Replaces everything after the enacting clause. 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.