Information maintained by the Legislative Reference Bureau
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(805 ILCS 5/) Business Corporation Act of 1983.

805 ILCS 5/Art. 3

    (805 ILCS 5/Art. 3 heading)

805 ILCS 5/3.05

    (805 ILCS 5/3.05) (from Ch. 32, par. 3.05)
    Sec. 3.05. Purposes. Corporations for profit may be organized under this Act for any lawful purpose or purposes, except for the purpose of banking or insurance; provided, however, that corporations may be organized under this Act for the purpose of buying, selling, or otherwise dealing in notes (not including the discounting of bills and notes and not including the buying and selling of bills of exchange), open accounts, and other similar evidences of debt, for the purpose of carrying on the business of a syndicate or limited syndicate under Article V-1/2 of the Illinois Insurance Code, or for the purpose of carrying on business as a member of a group including incorporated and individual unincorporated underwriters when the Director of Insurance finds that the group meets the requirements of subsection (3) of Section 86 of the Illinois Insurance Code and the corporations, if insolvent, are subject to liquidation by the Director of Insurance under Article XIII of the Illinois Insurance Code.
    Medical corporations, as authorized by the Medical Corporation Act, may be organized under this Act.
    Professional Service Corporations, as authorized by the Professional Service Corporation Act, may be organized under this Act.
(Source: P.A. 88-535.)

805 ILCS 5/3.10

    (805 ILCS 5/3.10) (from Ch. 32, par. 3.10)
    Sec. 3.10. General powers. Each corporation shall have power:
    (a) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.
    (b) To sue and be sued, complain and defend, in its corporate name.
    (c) To have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced, provided that the affixing of a corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of a corporate seal is not mandatory.
    (d) To purchase, take, receive, lease as lessee, take by gift, legacy, or otherwise acquire, and to own, hold, use, and otherwise deal in and with any real or personal property, or any interest therein, situated in or out of this State.
    (e) To sell and convey, mortgage, pledge, lease as lessor, and otherwise dispose of all or any part of its property and assets.
    (f) To lend money to its directors, officers, employees and agents.
    (g) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships, or individuals and, subject to the provisions of Sections 9.05 and 9.10 of this Act, to purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer, or otherwise dispose of its own shares. However, if applicable, each corporation shall comply with the provisions of The Illinois Bank Holding Company Act of 1957.
    (h) To incur liabilities; to borrow money for its corporate purposes at such rates of interest as the corporation may determine without regard to the restrictions of any usury law of this State, to issue its notes, bonds, and other obligations; to secure any of its obligations by mortgage, pledge, or deed of trust of all or any of its property, franchises, and income; and to make contracts, including contracts of guaranty and suretyship, but a corporation may not be organized hereunder for the purpose of insurance.
    (i) To invest its surplus funds from time to time and to lend money for its corporate purposes, and to take and hold real and personal property as security for the payment of funds so invested or loaned.
    (j) To conduct its business, carry on its operations, and have offices within and without this State and to exercise in any other state, territory, district, or possession of the United States, or in any foreign country, the powers granted by this Act.
    (k) To elect or appoint officers and agents of the corporation, and define their duties and fix their compensations.
    (l) To make and alter by-laws, not inconsistent with its articles of incorporation or with the laws of this State, except as provided in Section 2.30, for the administration and regulation of the affairs of the corporation.
    (m) To make donations for the public welfare or for charitable, scientific, religious or educational purposes; to lend money to the State or Federal government; and, to transact any lawful business in aid of the United States.
    (n) To cease its corporate activities and surrender its corporate franchise.
    (o) To establish deferred compensation plans, pension plans, profit-sharing plans, share bonus plans, share option plans, and other incentive plans for its directors, officers and employees and to make the payments and issue the shares provided for therein.
    (p) To indemnify its directors, officers, employees or agents in accordance with and to the extent permitted by Section 8.75 of this Act.
    (q) To be a promoter, partner, member, associate or manager of any partnership, joint venture or other enterprise.
    (r) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed.
(Source: P.A. 88-151.)

805 ILCS 5/3.15

    (805 ILCS 5/3.15) (from Ch. 32, par. 3.15)
    Sec. 3.15. Defense of Ultra Vires. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:
    (a) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing shall allow to the corporation or the other parties, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
    (b) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against the officers or directors of the corporation for exceeding their authority.
    (c) In a proceeding by the State, as provided in this Act, to dissolve the corporation, or in a proceeding by the State to enjoin the corporation from the transaction of unauthorized business.
(Source: P.A. 83-1025.)

805 ILCS 5/3.20

    (805 ILCS 5/3.20) (from Ch. 32, par. 3.20)
    Sec. 3.20. Unauthorized assumption of corporate powers. All persons who assume to exercise corporate powers without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
(Source: P.A. 83-1025.)

805 ILCS 5/3.25

    (805 ILCS 5/3.25)
    Sec. 3.25. Locale misrepresentation.
    (a) A person shall not advertise or cause to be listed in a telephone directory an assumed or fictitious business name that intentionally misrepresents where the business is actually located or operating or falsely states that the business is located or operating in the area covered by the telephone directory. This subsection (a) does not apply to a telephone service provider or to the publisher or distributor of a telephone service directory, unless the conduct prescribed in this subsection (a) is on behalf of that telephone service provider or that publisher or distributor.
    (b) This Section does not apply to any foreign corporation, the stock of which is traded on a national stock exchange, that has gross annual revenues in excess of $100,000,000.
    (c) A foreign corporation that violates this Section is guilty of a petty offense and must be fined not less than $501 and not more than $1,000. A foreign corporation is guilty of an additional offense for each additional day in violation of this Section.
(Source: P.A. 91-906, eff. 1-1-01.)