republic-os/legislation/us/states/il/99th/hb-4449.md

---
type: "Bill"
title: "CORPORATIONS-DISSOLUTION"
description: "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."
jurisdiction: "us/states/il"
legislature: "Illinois General Assembly"
session: "99th"
identifier: "HB 4449"
citation: "Illinois HB 4449 (99th)"
classification: ["bill"]
subjects: []
status: "enacted"
primary_sponsors: []
version_count: 3
action_count: 27
vote_count: 2
first_action: "2016-01-15"
last_action: "2016-07-22"
source: "openstates"
source_identifier: "ocd-bill/6f4857f1-3f88-486f-abc4-b408e400b095"
source_url: "http://ilga.gov/legislation/BillStatus.asp?DocNum=4449&GAID=13&DocTypeID=HB&LegId=93356&SessionID=88&GA=99"
source_hash: "3563bbec0f5ae9b5a0b86a36cc8e32454db06eb39a8f4370fcdf804ab92fed40"
vintage: "2026-07-01"
source_snapshot: "https://data.openstates.org/daily/2026-07-01/public.pgdump"
retrieved_at: "2026-07-06"
confidence: "reported"
tags: ["legislation", "bill", "us-il"]
---

# Illinois HB 4449 (99th) — CORPORATIONS-DISSOLUTION

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.

## Version chain

The bill's text revisions, in order — the diff chain from filing to enrollment.

1. **Introduced** (filed) — [source](http://ilga.gov/legislation/fulltext.asp?DocName=09900HB4449&GA=99&SessionId=88&DocTypeId=HB&LegID=93356&DocNum=4449&GAID=13&Session=&print=true)
2. **Engrossed** (committee substitute) — [source](http://ilga.gov/legislation/fulltext.asp?DocName=09900HB4449eng&GA=99&SessionId=88&DocTypeId=HB&LegID=93356&DocNum=4449&GAID=13&Session=&print=true)
3. **Enrolled** (enrolled) — [source](http://ilga.gov/legislation/fulltext.asp?DocName=09900HB4449enr&GA=99&SessionId=88&DocTypeId=HB&LegID=93356&DocNum=4449&GAID=13&Session=&print=true)

## Votes

- Third Reading — **113–0** (pass) · lower
- Third Reading — **58–0** (pass) · upper

## Sponsors

- Emanuel Chris Welch — primary (person)

## Timeline

The legislative action history — every referral, reading, and vote.

- **2016-01-15** Filed with the Clerk by Rep. Emanuel Chris Welch `filing`
- **2016-01-15** First Reading `reading-1`
- **2016-01-15** Referred to Rules Committee `referral-committee`
- **2016-03-18** Added Co-Sponsor Rep. Al Riley
- **2016-03-23** Assigned to Judiciary - Civil Committee `referral-committee`
- **2016-04-05** Do Pass / Short Debate Judiciary - Civil Committee; 009-001-000 `committee-passage`
- **2016-04-05** Placed on Calendar 2nd Reading - Short Debate
- **2016-04-07** Added Chief Co-Sponsor Rep. John C. D'Amico
- **2016-04-07** Second Reading - Short Debate `reading-2`
- **2016-04-07** Placed on Calendar Order of 3rd Reading - Short Debate
- **2016-04-12** Third Reading - Short Debate - Passed 113-000-000 `reading-3, passage`
- **2016-04-13** Arrive in Senate `introduction`
- **2016-04-13** Placed on Calendar Order of First Reading April 14, 2016 `reading-1`
- **2016-04-14** Chief Senate Sponsor Sen. Michael E. Hastings
- **2016-04-18** First Reading `reading-1`
- **2016-04-18** Referred to Assignments `referral-committee`
- **2016-04-27** Assigned to Judiciary `referral-committee`
- **2016-05-04** Do Pass Judiciary; 010-000-000 `committee-passage`
- **2016-05-04** Placed on Calendar Order of 2nd Reading May 5, 2016
- **2016-05-10** Second Reading `reading-2`
- **2016-05-10** Placed on Calendar Order of 3rd Reading May 11, 2016
- **2016-05-19** Third Reading - Passed; 058-000-000 `reading-3, passage`
- **2016-05-19** Passed Both Houses
- **2016-06-17** Sent to the Governor `executive-receipt`
- **2016-07-22** Governor Approved `executive-signature`
- **2016-07-22** Effective Date July 22, 2016
- **2016-07-22** Public Act . . . . . . . . . 99-0608 `became-law`

## Source

OpenStates / OpenCivicData bulk snapshot [2026-07-01](https://data.openstates.org/daily/2026-07-01/public.pgdump); origin `ocd-bill/6f4857f1-3f88-486f-abc4-b408e400b095`. Confidence: reported (aggregated from official Illinois legislature records).