Commercial Banking, Collections, and Bankruptcy

Senate Bill 116

Topic: 
Business Corporation Act

(Morrison, D-Highwood; Morgan, D-Highwood) makes several change sto the Business Corporation Act. (1) It amends Section 7.05  to provide that shareholder meetings can be held through means of remote communication if the corporation implements reasonable measures to ensure  (a) that each person participating remotely is a shareholder; and (b) that shareholders participating remotely have a reasonable opportunity to participate in the meeting and to vote on resolutions considered at the meeting. It allows for both fully remote shareholder meetings and hybrid meetings at which some shareholders are present in person and some shareholders participate remotely. 

To facilitate remote shareholder meetings, Section 7.15 is amended to provide that the means of remote communication must be included in the notice of shareholders meeting and amends Section 7.30 to provide that lists of shareholders eligible to vote at the meeting may be maintained on a reasonably accessible electronic network.

Senate Bill 116 also creates a new Section 14.13 that allows for the filing by corporations of interim changes to the corporation’s name, address, officers, directors, principal office, or minority-owned business status. 

Senate Bill 116 also amends the Limited Liability Company Act to allow terminated limited liability companies to revoke their termination within 90 days of the effective date of termination if the company has not begun to distribute its assets or commenced proceedings for a court supervision of its winding up.  The LLC Act is also amended to allow voluntarily terminated limited liability companies to be reinstated upon the filing of all reports and the payment of all fees and penalties then due. 

Passed both chambers. Effective Jan. 1, 2022. 

 

Senate Bill 2664

Topic: 
Electronic notaries

(Holmes, D-Aurora; Kifowit, D-Aurora) amends the Illinois Notary Public Act providing requirements authorizing electronic and remote notarization and electronic notaries public. Effective on the later of: (1) January 1, 2022; or (2) the date on which the Secretary of State files with its Index Department a notice of its adoption of rules necessary to implement this Act.

KR Enterprises, Inc. v. Zerteck, Inc.

Federal 7th Circuit Court
Civil Court
Contracts
Citation
Case Number: 
Nos. 20-2069 & 20-2155 Cons.
Decision Date: 
June 3, 2021
Federal District: 
N.D. Ind., S. Bend Div.
Holding: 
Affirmed

Dist. Ct. did not err in finding, after bench trial, that defendants-dealers breached contract with plaintiff's predecessor-in-interest that called for defendants' payment of $808,663 for 21 RVs manufactured by predecessor, where defendants had failed to pay anything for said RVs. Plaintiff, which had purchased predecessor's debt to entity that had loaned money to predecessor, was proper plaintiff, where entity had first priority blanket security interest in predecessor's accounts receivable that included instant RVs. Moreover, Dist. Ct. did not err in admitting parole evidence from two witnesses to establish that plaintiff had paid off predecessor's loan to entity in exchange for entity's assignment of security's interest in said RVs. Also, fact that predecessor had failed to pay defendants for certain rebates and warranty obligations did not create material breach of contract so as to excuse defendants' obligation to pay purchase price of said RVs, and thus Dist. Ct. properly subtracted cost of said obligations from RVs purchase price.

Senate Bill 730

Topic: 
Electronic Wills and Remote Witnesses Act

(Crowe, D-Maryville; Didech, D-Buffalo Grove) provides for (1) the valid execution, attestation, self-proving, and probate of electronic wills, paper copies of electronic wills, and wills attested to by witnesses through audio-video communication; and (2) the valid execution, attestation, and witnessing of documents, other than wills, through audio-visual communication. Passed both chambers. Effective on the Governor’s signature.  

Senate Bill 2664

Topic: 
Electronic notaries

(Holmes, D-Aurora; Kifowit, D-Aurora) amends the Illinois Notary Public Act providing requirements authorizing electronic and remote notarization and electronic notaries public. Passed both chambers. Effective on the later of: (1) January 1, 2022; or (2) the date on which the Secretary of State files with its Index Department a notice of its adoption of rules necessary to implement this Act.