(805 ILCS 415/Art. 3 heading)
(805 ILCS 415/301)
Sec. 301. Domestication authorized.
(a) Except as otherwise provided in this Section, by complying with this Article, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this Section, by complying with the provisions of this Article applicable to foreign entities a foreign entity may become a domestic entity of the same type in this State if the domestication is authorized by the law of the foreign entity's jurisdiction of organization.
(c) When the term domestic entity is used in this Article with reference to a foreign jurisdiction, it means an entity whose internal affairs are governed by the law of the foreign jurisdiction.
(d) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision applies to a domestication of the entity as if the domestication 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 415/302)
Sec. 302. Plan of domestication.
(a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain:
(b) A plan of domestication may contain any other provision not prohibited by law.
(c) The entity shall maintain the plan of domestication 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 415/303)
Sec. 303. Approval of domestication.
(a) A plan of domestication is not effective unless it has been approved:
(b) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of organization.
(Source: P.A. 100-561, eff. 7-1-18.)
(805 ILCS 415/304)
Sec. 304. Amendment or abandonment of plan of domestication.
(a) A plan of domestication of a domestic domesticating entity may be amended:
(b) After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned:
(c) If a plan of domestication is abandoned after a statement of domestication 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 domestication becomes effective. The statement of abandonment takes effect upon filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:
(Source: P.A. 100-561, eff. 7-1-18.)
(805 ILCS 415/305)
Sec. 305. Statement of domestication; effective date.
(a) A statement of domestication must be signed on behalf of the domesticating entity and filed with the Secretary of State.
(b) A statement of domestication must contain:
(c) In addition to the requirements of subsection (b), a statement of domestication may contain any other provision not prohibited by law.
(d) If the domesticated 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) A statement of domestication becomes effective upon the date and time of filing or the later date and time specified in the statement of domestication.
(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)
(805 ILCS 415/306)
Sec. 306. Effect of domestication.
(a) When a domestication becomes effective:
(b) Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication 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 domesticating entity.
(c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication 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 domestication becomes effective.
(d) When a domestication becomes effective:
(e) When a domestication becomes effective, a foreign entity that is the domesticated
entity:
(f) If the domesticating entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the domesticating entity is canceled when the domestication becomes effective.
(g) A domestication 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.)