(805 ILCS 415/Art. 2 heading)
(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 Worker Cooperative
Association Act, as now or hereafter amended, shall govern all matters related to the entities named in each of those Acts and in this Act except where inconsistent with the letter and purpose of this Act. This Act controls in the event of any conflict with the provisions of the above-named Acts or other laws.
(Source: P.A. 101-491, eff. 8-23-19; 102-351, eff. 8-13-21.)
(805 ILCS 415/201)
Sec. 201. Conversion authorized.
(a) By complying with this Article, a domestic entity may become:
(b) By complying with the provisions of this Article applicable to foreign entities, a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity's jurisdiction of organization.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity, but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after the effective date of this Act.
(Source: P.A. 100-561, eff. 7-1-18.)
(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:
(b) A plan of conversion may contain any other provision not prohibited by law.
(c) The entity shall maintain the plan of conversion in accordance with the entity's policy for maintaining books and records.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)
(805 ILCS 415/203)
Sec. 203. Approval of conversion.
(a) A plan of conversion is not effective unless it has been approved:
(b) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)
(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:
(b) After a plan of conversion has been approved by a domestic converting entity and before a statement of conversion becomes effective, the plan may be abandoned:
(c) If a plan of conversion is abandoned after a statement of conversion has been filed with the Secretary of State and before the filing becomes effective, a statement of abandonment, signed on behalf of the entity, must be filed with the Secretary of State before the time the statement of conversion becomes effective. The statement of abandonment takes effect upon filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
(Source: P.A. 100-561, eff. 7-1-18.)
(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:
(c) In addition to the requirements of subsection (b), a statement of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its public organic document, if any, must satisfy the requirements of the law of this State and may omit any provision that is not required to be included in a restatement of the public organic document.
(e) (Blank).
(f) A statement of conversion becomes effective upon the date and time of filing or the later date and time specified in the statement of conversion.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)
(805 ILCS 415/206)
Sec. 206. Effect of conversion.
(a) When a conversion becomes effective:
(b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion does not give rise to any rights that an interest holder, governor, or third party would otherwise have upon a dissolution, liquidation, or winding-up of the converting entity.
(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the conversion becomes effective.
(d) When a conversion becomes effective:
(e) When a conversion becomes effective, a foreign entity that is the converted entity:
(f) If the converting entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the converting entity is canceled when the conversion becomes effective.
(g) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)