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Illinois Compiled Statutes
Information maintained by the Legislative Reference Bureau Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide. Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.
INSURANCE (215 ILCS 5/) Illinois Insurance Code. 215 ILCS 5/155.64
(215 ILCS 5/155.64) (from Ch. 73, par. 767.64)
Sec. 155.64.
Penalties.
In addition to any other penalty provided by law, any person who
violates an order of the Director after it has become final, and while such
order is in effect, shall, upon proof thereof to the satisfaction of the
court, forfeit and pay to the State of Illinois a sum not to exceed $250.00
which may be recovered in a civil action, except that if such violation is
found to be willful, the amount of such penalty shall be a sum not to
exceed $1,000.00. The Director in his discretion, may revoke or suspend the
license or certificate of authority of a person guilty of such violation.
Such order for suspension or revocation shall be upon notice and hearing,
and shall be subject to judicial review as provided in Section 155.63 of
this Article.
(Source: Laws 1959, p. 1140 .)
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215 ILCS 5/155.65
(215 ILCS 5/155.65) (from Ch. 73, par. 767.65)
Sec. 155.65.
Separability provision.
If any provision of this Article, or the application of such provision
to any person or circumstances, shall be held invalid, the remainder of the
Article, and the application of such provision to any person or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.
(Source: Laws 1959, p. 1140 .)
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215 ILCS 5/Art. X
(215 ILCS 5/Art. X heading)
ARTICLE X.
MERGER, CONSOLIDATION OR PLANS OF EXCHANGE
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215 ILCS 5/156
(215 ILCS 5/156) (from Ch. 73, par. 768)
Sec. 156. Merger and
consolidation permitted. (a) Upon complying with the provisions of this article, any domestic
company, except a Lloyds, is hereby authorized and empowered to merge or
consolidate with any domestic company or with any foreign or alien company,
except a Lloyds if the surviving company meets the requirements for
authorization to engage in the insurance business in this state and, if
such merger or consolidation is authorized by the laws of the state or
country under which such foreign or alien company is incorporated or
organized. (b) The Director may permit the formation of a domestic stock company that is established for the sole purpose of merging or consolidating with an existing stock company simultaneously with the effectiveness of a division authorized by this Code. Upon request of the dividing company, the Director may waive the requirements of Section 131.8 of this Code. Each domestic stock company formed under this subsection shall be deemed to exist before a merger and division under this Section becomes effective, but solely for the purpose of being a party to such merger and division. The Director shall not require that such domestic stock company be licensed to transact insurance business in this state before such merger and division. All insurance policies, annuities, or reinsurance agreements allocated to such domestic stock company shall become the obligation of the domestic stock company that survives the merger simultaneously with the effectiveness of the merger and division. The plan of merger or consolidation shall be deemed to have been authorized and approved by such domestic stock company if the dividing company authorized and approved such plan. The certificate of merger shall state that it was approved by the domestic stock company formed under this subsection.
(Source: P.A. 100-1118, eff. 11-27-18.)
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215 ILCS 5/156.1
(215 ILCS 5/156.1) (from Ch. 73, par. 768.1)
Sec. 156.1.
Acquisition by exchange of stock permitted.
Any domestic stock insurance company may adopt a plan of exchange of the
outstanding stock of its stockholders for the consideration herein
designated to be paid or provided by a corporation which acquires such
stock, in the manner provided in this Article.
The plan of exchange may provide that the acquiring corporation, as
consideration for the stock of the domestic corporation, (1) transfer
shares of its stock, or (2) transfer other securities issued by it, or (3)
pay cash therefor, or (4) pay or provide other consideration, or (5) pay or
provide any combination of the foregoing types of consideration.
"Acquiring corporation", as used in this Article, means any stock
insurance corporation incorporated under this Code or under prior laws of
this State relating to the incorporation of domestic insurance
corporations; any stock corporation incorporated under the "Business
Corporation Act of 1983" or under prior laws of this State authorizing the
establishment of business corporations; and any foreign or alien stock
corporation qualified to do business in Illinois and registered by the
corporation department; and any foreign or alien stock insurance company
authorized to do business in Illinois.
(Source: P.A. 83-1362.)
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215 ILCS 5/157
(215 ILCS 5/157) (from Ch. 73, par. 769)
Sec. 157.
Powers of
company not enlarged.
Nothing in this article contained shall be construed to authorize any
company to engage in any kind of insurance business not authorized by its
articles of incorporation nor to authorize any foreign or alien company to
engage in any kind of insurance business in this State not covered by its
certificate of authority to do business in this State.
(Source: Laws 1937, p. 696.)
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215 ILCS 5/158
(215 ILCS 5/158) (from Ch. 73, par. 770)
Sec. 158.
Resolutions for merger or consolidation or adoption of a plan of exchange.
The Board of Directors, Trustees or other governing body of each
domestic company desiring to merge or consolidate or to adopt a plan of
exchange shall, by resolution, approve an agreement of merger or
consolidation or plan of exchange, as the case may be, setting forth:
(a) the names of the companies proposing to merge or consolidate or to
adopt a plan of exchange, and the names of the states or countries under
which each of the companies is incorporated or organized;
(b) in the case of a merger, the name of the company into which they
propose to merge, hereafter designated as the surviving company; in the
case of a consolidation, the name of the company into which they propose to
consolidate, hereafter designated as the new company, and the name of the
state or country under the laws of which the new company is to be
incorporated or organized;
(c) the terms and conditions of the proposed merger or consolidation or
plan of exchange, and the mode of carrying the same into effect;
(d) the manner and basis of converting the shares of stock, if any, of
each merging or consolidating company into shares, securities and
obligations, if any are to be issued, of the surviving or new company as
the case may be;
(e) in the case of a merger, a statement of any changes in the articles
of incorporation of the surviving company; in the case of consolidation,
all the statements with respect to the new company required to be set forth
in original articles of incorporation for a similar company formed under
this Code; and
(f) such other provisions with respect to the merger or consolidation or
plan of exchange as are deemed necessary or advisable.
(Source: Laws 1967, p. 2406.)
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215 ILCS 5/159
(215 ILCS 5/159) (from Ch. 73, par. 771)
Sec. 159.
Vote of
shareholders and policyholders.
(1) The agreement of merger or consolidation shall be submitted to a
vote at a meeting of the shareholders, if any, of each domestic company and
at a meeting of such policyholders of each domestic company, other than a
fraternal benefit society, as are entitled to vote. The plan of exchange
shall be submitted to a vote at a meeting of the shareholders of the
company to be acquired. The meetings may be either annual, periodic or
special. Written or printed notice shall be given not less than 20 days
before each such meeting, either personally or by mail, to each shareholder
of record and to each policyholder entitled to vote. If mailed, such notice
is deemed to be delivered when deposited in the United States mail, with
postage prepaid, addressed to the shareholder or policyholder, at his
address as it appears on the records of the company. However, a domestic
mutual company licensed in 2 or more States may give notice by publication
in a newspaper of general circulation in the county in which the company
has its principal office and in either of the two largest cities in each
State in which the company shall be licensed to do business except as
provided in paragraph (3). If the domestic mutual company is licensed in
Illinois only, then such notice may be given by publication in a newspaper
of general circulation in the 10 counties that have the largest
concentration of its policyholders. Notice by publication as approved by
the Director shall be published once weekly on 3 successive weeks, the last
publication to be at least 20 days before such meeting and not more than 40
days before such meeting. Such notice, whether the meeting is annual,
periodic or special, shall state the place, day, hour and purpose of the
meeting. A copy or a summary of the agreement of merger or consolidation,
or plan of exchange, as the case may be, shall be included in or enclosed
with such notice. The shareholders or policyholders may vote in person or
by proxy. Each shareholder entitled to vote at such meeting shall have one
vote for each share of stock held by him. In the case of domestic companies
other than fraternal benefit societies the affirmative vote of two-thirds
of all outstanding shares, if any, and if policyholders are entitled to
vote, two-thirds of the votes cast by such policyholders of each such
company, as are represented at the meeting in person or by proxy, is
necessary for the approval of any such agreement or plan.
(2) In the event that a domestic fraternal benefit society is a party to
the agreement of merger or consolidation, the board of managers, directors
or trustees of such society shall submit the agreement to the supreme
legislative and governing body of such society at any regular or special
meeting thereof, provided a copy or summary of such agreement shall have
been included in or enclosed with the notice of such meeting. Such notice
shall be given as provided in the laws of the society for the convening of
such supreme legislative and governing body in regular or special session,
as the case may be. The affirmative votes of two-thirds of all members of
such supreme legislative and governing body is necessary for the approval
of the agreement.
(3) The provisions of paragraph (1) relating to notice by publication
shall not apply to a merger or consolidation between a mutual company and a
stock company if the agreement provides that the stock company is the
surviving company. In such case, notice either mailed or personal as
provided by paragraph (1) shall be given to each shareholder of record and
to each policyholder entitled to vote.
(Source: Laws 1968, p. 276.)
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215 ILCS 5/160
(215 ILCS 5/160) (from Ch. 73, par. 772)
Sec. 160.
Execution
of agreement or plan of exchange by domestic company.
Upon such approval of an agreement of merger or consolidation or plan of
exchange it shall be executed by any domestic company party thereto by its
president or a vice-president and secretary or an assistant secretary, or
the executive officers corresponding thereto.
(Source: Laws 1967, p. 2406.)
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215 ILCS 5/161
(215 ILCS 5/161) (from Ch. 73, par. 773)
Sec. 161.
Approval
and execution of agreement or plan of exchange by foreign or alien
company.
In the event that a foreign or alien company is a party to the agreement
of merger or consolidation or plan of exchange, the agreement or plan shall
be executed by the proper officers of such foreign or alien company when
they are duly authorized thereto by such action on the part of the
directors, shareholders, members, or policyholders of such foreign or alien
company as may be required by the laws of the domiciliary state or country
of such foreign or alien company.
(Source: Laws 1967, p. 2406.)
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