(805 ILCS 5/9.10) (from Ch. 32, par. 9.10)
Sec. 9.10.
Distributions to shareholders.
(a) The board of directors
of a corporation may authorize, and the corporation may make, distributions
to its shareholders, subject to any restriction in the articles of incorporation
and subject also to the limitations of subsection (c) of this Section.
(b) If not otherwise determined under Section 7.25, the record date for
determining shareholders entitled to a distribution is the date of the resolution
of the board of directors authorizing the distribution.
(c) No distribution may be made if, after giving it effect:
(1) the corporation would be insolvent; or
(2) the net assets of the corporation would be less than zero or less
than the maximum amount payable at the time of distribution
to shareholders having preferential rights in liquidation if the corporation
were then to be liquidated.
(d) The board of directors may base a determination that a distribution
may be made under
subsection (c) either on financial statements prepared on the basis of accounting
practices and principles that are reasonable in the circumstances or on
a fair valuation or other method that is reasonable in the circumstances.
(e) The effect of a distribution under subsection (c) is measured as of
the earlier of:
(1) the date of its authorization if payment occurs within 120 days after
the date of authorization or the date of payment if payment occurs more
than 120 days after the date of authorization; or
(2) in the case of distribution by purchase, redemption, or other acquisition
of the corporation's shares, the earlier of (i) the date money or other
property is transferred or debt incurred by the corporation or (ii) the
date shareholders cease to be shareholders.
(Source: P.A. 83-1025.)
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(805 ILCS 5/9.20)
Sec. 9.20. Reduction of paid-in capital.
(a) A corporation may reduce its paid-in capital:
(1) by resolution of its board of directors by | ||
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(2) pursuant to an approved reorganization in | ||
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(b) Notwithstanding anything to the contrary contained in this Act, at no
time shall the paid-in capital be reduced to an amount less than the aggregate
par value of all issued shares having a par value.
(c) Until the report under Section 14.30 has been filed in the Office of the
Secretary of State showing a reduction in paid-in capital, the basis of the
annual franchise tax payable by the corporation shall not be reduced; provided,
however, that in no event shall the annual franchise tax for any taxable year
be reduced if the report is not filed prior to the first day of the anniversary
month or, in the case of a corporation that has established an extended filing
month, the extended filing month of the corporation of that taxable year and
before payment of its annual franchise tax.
(d) A corporation that reduced its paid-in capital after December 31,
1986 by one or more of the methods described in subsection (a)
may
report the reduction pursuant to Section 14.30, subject to the restrictions of
subsections (b) and (c) of this Section.
(e) Nothing in this Section shall be construed to forbid any reduction in
paid-in capital to be effected under Section 9.05 of this Act.
(f) In the case of a vertical merger, the paid-in capital of a subsidiary
may be eliminated if either (1) it was created, totally funded, and wholly owned
by the parent or (2) the amount of the parent's investment in the subsidiary
was equal to or exceeded the subsidiary's paid-in capital.
(Source: P.A. 94-605, eff. 1-1-06.)
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(805 ILCS 5/Art. 10 heading) ARTICLE 10.
AMENDMENTS
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(805 ILCS 5/10.05) (from Ch. 32, par. 10.05)
Sec. 10.05.
Authority to amend articles of incorporation.
(a) A corporation
may amend its articles of incorporation at any time and from time to time
to add a new provision or to change or remove an existing provision, provided
that the articles as amended contain only such provisions as are required
or permitted in original articles of incorporation at the time of amendment.
The articles as amended must contain all the provisions required by subsection
(a) of Section
2.10 except that the names and addresses of the initial directors
may be omitted and the name of the initial registered agent or
the address
of the initial registered office may be omitted if a statement
of change is on
file.
(b) A corporation whose period of duration as provided in the articles
of incorporation has expired may amend its articles of incorporation to
revive its articles and extend the period of corporate duration, including
making the duration perpetual, at any time within 5 years after the date
of expiration.
(Source: P.A. 91-464, eff. 1-1-00.)
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(805 ILCS 5/10.10) (from Ch. 32, par. 10.10)
Sec. 10.10.
Amendment before issuance of shares.
If a corporation
has not issued shares, an amendment to the articles of incorporation may
be adopted by a majority of the incorporators if initial directors were
not named in the articles or have not been elected, or, if initial directors
were named in the articles or have been elected, an amendment to the articles
may be adopted by a majority of the directors.
(Source: P.A. 83-1025.)
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(805 ILCS 5/10.15) (from Ch. 32, par. 10.15)
Sec. 10.15.
Amendment by directors.
A majority of the whole board
of directors of a corporation may adopt one or more amendments to its articles
of incorporation without shareholder action:
(a) to remove the names and addresses of the initial directors if such
directors were named in the original articles of incorporation;
(b) to remove the name and address of the initial registered agent or
the address of the initial registered office, if a statement of change is
on file with the Secretary of State;
(c) to increase, decrease, create or eliminate the par value of the
shares of any class, so long as no class or series of shares is adversely
affected.
(d) to split all of the issued and authorized, but
unissued, shares of any class, whether or not any shares of the class are
issued or outstanding, by
multiplying them by a whole number, so long as no class or series of shares
is adversely affected.
(e) to change the corporate name by substituting the word
"corporation",
"incorporated", "company", "limited", or the abbreviation "corp.", "inc.",
"co.", or "ltd.", for a similar word or abbreviation in the name, or by
adding a geographical attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a
cancellation
statement filed with respect to such shares after acquisition by the
corporation
in circumstances in which the articles of incorporation prohibit reissuance
of such shares after acquisition by the corporation; or
(g) to restate its articles of incorporation as currently
amended; such
restated articles supersede the original articles and all amendments thereto.
(Source: P.A. 88-151.)
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(805 ILCS 5/10.20) (from Ch. 32, par. 10.20)
Sec. 10.20.
Amendment by directors and shareholders.
Any amendment
authorized by Section 10.05 may be adopted by the action of the directors
and shareholders in the following manner:
(a) The board of directors shall adopt a resolution setting forth the
proposed amendment and directing that it be submitted to a vote at a
meeting of shareholders, which may be either an annual or a special
meeting.
(b) Written notice setting forth the proposed amendment or a
summary of the changes to be effected thereby shall be given to each
shareholder of record within the time and
in the manner provided in this Act for the giving of notice of meetings of
shareholders. If such meeting be an annual meeting, the proposed amendment,
or such summary as aforesaid, may be included in the notice of such annual
meeting. If the adoption of the amendment would give any class or series of
shares
the right to dissent, the notice shall also enclose a copy of Section 11.70
of this Act or otherwise provide adequate notice of the right to dissent
and the procedures therefor.
(c) At such meeting a vote of the shareholders entitled to vote on the
proposed amendment
shall be taken. The proposed amendment shall be
adopted upon receiving the affirmative vote of at least
two-thirds of the votes of the shares entitled to vote on
such amendment,
unless any class or series of shares is entitled to vote as a class in respect
thereof, in which event the proposed amendment shall be adopted upon
receiving the affirmative votes of at least
two-thirds of the
votes of the shares of each class or series of shares
entitled to vote as a class in
respect thereof and of the total votes of the shares
entitled to vote on such amendment.
(d) The articles of incorporation of a corporation may supersede the
two-thirds
vote requirement of subsection (c) by specifying any smaller or larger vote
requirement not less than a majority of the votes of the
shares entitled
to vote on the amendment and not less than a majority of the votes of the
shares of each class or series of shares entitled to vote as a class on the
amendment.
(e) Any number of amendments may be submitted to the shareholders, and voted
upon by them, at one meeting.
(Source: P.A. 89-48, eff. 6-23-95.)
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(805 ILCS 5/10.25) (from Ch. 32, par. 10.25)
Sec. 10.25.
Class voting.
Except as provided in Section 10.40, the holders of the outstanding
shares of a class shall be entitled to vote as a class upon a proposed
amendment if the articles of incorporation so provide or if the amendment would:
(a) Increase or decrease the aggregate number of authorized shares of
such class.
(b) Effect an exchange, reclassification, or cancellation of all or part
of the shares of such class.
(c) Change the designations, preferences, qualifications, limitations,
restrictions, or special or relative rights of the shares of such class.
(d) In the case of a preferred or special class of shares, divide the
shares of such class into series and fix or authorize the board of directors
to fix the variations in the relative rights and preferences
between the shares of such series.
(e) Change the shares of such class
into the same or a different number of shares
of the same class or another class or classes.
(f) Create a right of exchange, of all or any part of the shares of
another class into the shares of such class.
(g) Create a new class of shares having rights and preferences prior,
superior or substantially equal to those of the shares of such class, or
increase the rights and preferences of any class having rights and preferences
prior, superior or substantially equal to those of the shares of such class,
or increase the rights and preferences of any class having rights and preferences
subordinate to those of such class if such increase would then make the
rights and preferences substantially equal to or superior to those of such class.
(h) Limit or deny the existing preemptive rights of the shares of such class.
(i) Cancel or otherwise affect dividends on the shares of such class which
had accumulated but had not been declared.
(j) Limit or deny the voting rights of the shares of such class.
The holders of the outstanding shares of a class shall not be entitled
to vote as a class upon a proposed amendment if such class is divided into
series, and the proposed amendment would affect one or more but not all
of such series in one or more of the ways described in subsections (a)
through (i) above. In such event, the holders of the outstanding
shares of any series to be affected by the proposed amendment shall be entitled
to vote as a class thereon.
(Source: P.A. 83-1025.)
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(805 ILCS 5/10.30) (from Ch. 32, par. 10.30)
Sec. 10.30.
Articles of amendment.
(a) Except as provided in Section 10.40,
the articles of amendment shall be executed and filed in duplicate in
accordance
with Section 1.10 of this Act and shall set forth:
(1) The name of the corporation.
(2) The text of each amendment adopted.
(3) If the amendment was adopted by the | ||
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(4) If the amendment was adopted by the directors | ||
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(5) Where the amendment was approved by the | ||
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(i) a statement that the amendment was adopted at | ||
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(ii) a statement that the amendment was adopted | ||
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(6) If the amendment provides for an exchange, | ||
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(7) If the amendment effects a change in the amount | ||
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(8) If the amendment restates the articles of | ||
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(i) the text of the articles as restated;
(ii) the date of incorporation, the name under | ||
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(iii) the address of the registered office and | ||
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(iv) the number of shares of each class issued on | ||
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The articles as restated must include all the | ||
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(9) If, pursuant to Section 10.35, the amendment is | ||
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(10) If the amendment revives the articles of | ||
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(i) the date the period of duration expired under | ||
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(ii) a statement that the period of duration will | ||
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(iii) a statement that the corporation has been | ||
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(b) When the provisions of this Section have been complied with, the
Secretary
of State shall file the articles of amendment.
(Source: P.A. 92-33, eff. 7-1-01.)
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