NOT FOR PROFIT CORPS-FILINGS

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104TH GENERAL ASSEMBLY
State of Illinois
2025 and 2026
SB3256

Introduced 2/3/2026, by Sen. Laura M. Murphy

SYNOPSIS AS INTRODUCED:

805 ILCS 105/101.10

from Ch. 32, par. 101.10

Amends the General Not For Profit Corporation Act of 1986. In
provisions concerning the execution of forms, provides that a filing with
the Secretary of State that reflects a change in the composition of the
corporation's directors or officers or a change of the corporation's
registered agent, from its most recent filing with the Secretary of State,
shall be signed by at least 3 of the corporation's directors or officers.
Sets forth additional requirements.
LRB104 19227 SPS 32673 b

A BILL FOR

SB3256
LRB104 19227 SPS 32673 b
1

AN ACT concerning business.

2

Be it enacted by the People of the State of Illinois,
3
represented in the General Assembly:

4

Section 5.
The General Not For Profit Corporation Act of
5
1986 is amended by changing Section 101.10 as follows:

6

(805 ILCS 105/101.10)

(from Ch. 32, par. 101.10)
7

Sec. 101.10.
Forms, execution, acknowledgment and filing.
8

(a) All reports required by this Act to be filed in the
9
office of the Secretary of State shall be made on forms which
10
shall be prescribed and furnished by the Secretary of State.
11
Forms for all other documents to be filed in the office of the
12
Secretary of State shall be furnished by the Secretary of
13
State on request therefor, but the use thereof, unless
14
otherwise specifically prescribed in this Act, shall not be
15
mandatory.
16

(b) Whenever any provision of this Act specifically
17
requires any document to be executed by the corporation in
18
accordance with this Section, unless otherwise specifically
19
stated in this Act and subject to any additional provisions of
20
this Act, such document shall be executed, in ink, as follows:
21

(1) The articles of incorporation shall be signed by
22

the incorporator or incorporators.
23

(1.5) A filing with the Secretary of State that

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LRB104 19227 SPS 32673 b
1

reflects a change in the composition of the corporation's
2

directors or officers or a change of the corporation's
3

registered agent, from its most recent filing with the
4

Secretary of State, shall be signed by at least 3 of the
5

corporation's directors or officers. If no director or
6

officer previously listed in the corporation's most recent
7

filing with the Secretary of State signs the filing, then
8

the filing shall be accompanied by an acknowledgment made
9

before a person who is authorized by the law of the place
10

of execution to take acknowledgments of deeds and who, if
11

he or she has a seal of office, shall affix it to the
12

instrument.

13

(2)
Except as provided in paragraphs (1) and (1.5),
14

all

All
other documents shall be signed:
15

(i) By the president, a vice-president, the
16

secretary, an assistant secretary, the treasurer, or
17

other officer duly authorized by the board of
18

directors of the corporation to execute the document
19

and verified by him or her; or
20

(ii) If it shall appear from the document that
21

there are no such officers, then by a majority of the
22

directors or by such directors as may be designated by
23

the board; or
24

(iii) If it shall appear from the document that
25

there are no such officers or directors, then by the
26

members, or such of them as may be designated by the

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LRB104 19227 SPS 32673 b
1

members at a lawful meeting; or
2

(iv) If the corporate assets are in the possession
3

of a receiver, trustee or other court-appointed
4

officer, then by the fiduciary or the majority of them
5

if there are more than one.
6

(c) The name of a person signing the document and the
7
capacity in which he or she signs shall be stated beneath or
8
opposite his or her signature.
9

(d) Whenever any provision of this Act requires any
10
document to be verified, such requirement is satisfied by
11
either:
12

(1) The formal acknowledgment by the person or one of
13

the persons signing the instrument that it is his or her
14

act and deed or the act and deed of the corporation, as the
15

case may be, and that the facts stated therein are true.
16

Such acknowledgment shall be made before a person who is
17

authorized by the law of the place of execution to take
18

acknowledgments of deeds and who, if he or she has a seal
19

of office, shall affix it to the instrument; or
20

(2) The signature, without more, of the person or
21

persons signing the instrument, in which case such
22

signature or signatures shall constitute the affirmation
23

or acknowledgment of the signatory, under penalties of
24

perjury, that the instrument is his or her act and deed or
25

the act and deed of the corporation, as the case may be,
26

and that the facts stated therein are true.

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LRB104 19227 SPS 32673 b
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(e) Whenever any provision of this Act requires any
2
document to be filed with the Secretary of State or in
3
accordance with this Section, such requirement means that:
4

(1) The original signed document, and if in duplicate
5

as provided by this Act, one true copy, which may be
6

signed, or carbon or photocopy shall be delivered to the
7

office of the Secretary of State.
8

(2) All fees and charges authorized by law to be
9

collected by the Secretary of State in connection with the
10

filing of the document shall be tendered to the Secretary
11

of State.
12

(3) If the Secretary of State finds that the document
13

conforms to law, he or she shall, when all fees and charges
14

have been paid as in this Act prescribed:
15

(i) Endorse on the original and on the true copy,
16

if any, the word "filed" and the month, day and year
17

thereof;
18

(ii) File the original in his or her office;
19

(iii) (Blank); and
20

(iv) If the filing is in duplicate, he or she shall
21

return the copy to the corporation or its
22

representative.
23

(f) If another Section of this Act specifically prescribes
24
a manner of filing or executing a specified document which
25
differs from the corresponding provisions of this Section,
26
then the provisions of such other Section shall govern.

SB3256
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LRB104 19227 SPS 32673 b
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(Source: P.A. 99-608, eff. 7-22-16.)

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