Illinois Bill HB4449 to affect Corporate Dissolutions
- Amends the Business Corporation Act of 1983 and the General Not For Profit Corporation Act of 1986.
- Requires the president, vice-president, secretary, assistant secretary, treasurer, or other officer duly authorized by a corporation’s board of directors to execute and verify (rather than execute) certain documents required to be filed in the office of the Secretary of State.
- In regard to corporations organized under the General Not For Profit Corporation Act of 1986, provides that the Secretary of State may dissolve any corporation administratively if it has failed to elect and maintain at least 3 directors.
- Provides that failure to receive a notice of administrative dissolution shall not relieve a corporation of its obligation to pay the filing fee and any penalties due or invalidate the validity thereof.
- Amends the Limited Liability Company Act. Provides that the Secretary of State may dissolve any limited liability company administratively if it has failed to appoint and maintain a registered agent in Illinois (rather than if it has failed to appoint and maintain a registered agent in Illinois within 60 days after a registered agent’s notice of resignation).
- Provides that the name of a series with limited liability must commence with the entire name of the limited liability company, as set forth in its articles of organization (rather than articles of incorporation) and be distinguishable from the names of the other series set forth in the articles of organization.
- Effective July 1, 2016.
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