State of Illinois
92^nd General Assembly
Legislation

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92_SB0725enr

 
SB725 Enrolled                                LRB9206483REdvA

 1        AN ACT concerning business organizations.

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

 4        Section  5.  The  Business  Corporation  Act  of  1983 is
 5    amended by changing Sections 1.10, 1.80,  2.10,  2.15,  2.20,
 6    4.05, 5.05, 5.10, 5.20, 5.25, 5.30, 8.75, 9.20, 10.30, 10.35,
 7    11.25,  11.30,  11.39,  11.40,  11.45,  12.20,  12.25, 12.35,
 8    12.45, 12.80,  13.05,  13.10,  13.15,  13.20,  13.25,  13.30,
 9    13.35,  13.40,  13.45,  13.50,  13.55,  13.60,  13.70, 14.05,
10    14.35, 15.10, 15.50, 15.55, 15.65, 15.70, 15.75, and 15.95 as
11    follows:

12        (805 ILCS 5/1.10) (from Ch. 32, par. 1.10)
13        Sec. 1.10.  Forms, execution, acknowledgment and  filing.
14    (a)  All  reports  required  by  this  Act to be filed in the
15    office of the Secretary of State shall be made on forms which
16    shall be prescribed and furnished by the Secretary of  State.
17    Forms  for  all  other documents to be filed in the office of
18    the Secretary of State shall be furnished by the Secretary of
19    State on  request  therefor,  but  the  use  thereof,  unless
20    otherwise  specifically  prescribed in this Act, shall not be
21    mandatory.
22        (b)  Whenever any  provision  of  this  Act  specifically
23    requires  any  document  to be executed by the corporation in
24    accordance with this Section, unless  otherwise  specifically
25    stated  in  this Act and subject to any additional provisions
26    of this Act, such document shall  be  executed,  in  ink,  as
27    follows:
28        (1)  The   articles   of  incorporation,  and  any  other
29    document to be filed before the election of the initial board
30    of directors if the initial directors were not named  in  the
31    articles   of   incorporation,   shall   be   signed  by  the
 
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 1    incorporator or incorporators.
 2        (2)  All other documents shall be signed:
 3        (i)  By the president, a vice-president,  the  secretary,
 4    an  assistant secretary, the treasurer, or other officer duly
 5    authorized by the board of directors of  the  corporation  to
 6    execute  the  document;  or      (i)  By  the  president or a
 7    vice-president and verified by him or her,  and  attested  by
 8    the  secretary or an assistant secretary (or by such officers
 9    as  may  be  duly  authorized   to   exercise   the   duties,
10    respectively,   ordinarily  exercised  by  the  president  or
11    vice-president and by the secretary or assistant secretary of
12    a corporation); or
13        (ii)  If it shall appear from the document that there are
14    no such officers, then by a majority of the directors  or  by
15    such directors as may be designated by the board; or
16        (iii)  If  it  shall  appear from the document that there
17    are no such officers or directors, then  by  the  holders  of
18    record,  or  such of them as may be designated by the holders
19    of record of a majority of all outstanding shares; or
20        (iv)  By the holders of all outstanding shares; or
21        (v)  If the corporate assets are in the possession  of  a
22    receiver,  trustee  or other court appointed officer, then by
23    the fiduciary or the majority of them if there are more  than
24    one.
25        (c)  The  name  of  a person signing the document and the
26    capacity in which he or she signs shall be stated beneath  or
27    opposite his or her signature.
28        (d)  Whenever  any  provision  of  this  Act requires any
29    document to be verified, such  requirement  is  satisfied  by
30    either:
31        (1)  The  formal  acknowledgment  by the person or one of
32    the persons signing the instrument that it is his or her  act
33    and  deed or the act and deed of the corporation, as the case
34    may be, and that the facts stated  therein  are  true.   Such
 
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 1    acknowledgment   shall   be  made  before  a  person  who  is
 2    authorized by the law of  the  place  of  execution  to  take
 3    acknowledgments  of deeds and who, if he or she has a seal of
 4    office, shall affix it to the instrument.
 5        (2)  The  signature,  without  more,  of  the  person  or
 6    persons signing the instrument, in which case such  signature
 7    or   signatures   shall   constitute   the   affirmation   or
 8    acknowledgment  of the signatory, under penalties of perjury,
 9    that the instrument is his or her act and deed or the act and
10    deed of the corporation, as the case may  be,  and  that  the
11    facts stated therein are true.
12        (e)  Whenever  any  provision  of  this  Act requires any
13    document to be filed  with  the  Secretary  of  State  or  in
14    accordance with this Section, such requirement means that:
15        (1)  The original signed document, and if in duplicate or
16    triplicate  as  provided  by  this  Act, one or two true copy
17    copies, which  may  be  signed,  carbon  or  photocopy  photo
18    copies,  shall be delivered to the office of the Secretary of
19    State.
20        (2)  All fees, taxes and charges authorized by law to  be
21    collected  by  the  Secretary of State in connection with the
22    filing of the document shall be tendered to the Secretary  of
23    State.
24        (3)  If  the  Secretary  of State finds that the document
25    conforms to law, he or she shall, when all  fees,  taxes  and
26    charges have been paid as in this Act prescribed:
27        (i)  Endorse  on  the original and on the each true copy,
28    if any, the word "filed" and the month, day and year thereof;
29        (ii)  File the original in his or her office;
30        (iii)  (Blank) Where so provided by  this  Act,  issue  a
31    certificate  or certificates, as the case may be, to which he
32    or she shall affix the true copy or true copies; or
33        (iv)  If the filing is in  duplicate,  he  or  she  shall
34    return  one  true  copy,  with a certificate, if any, affixed
 
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 1    thereto, to the corporation or its representative  who  shall
 2    file  such  document for record in the office of the recorder
 3    of  the  county  in  which  the  registered  office  of   the
 4    corporation  is  situated  in this State within 15 days after
 5    the mailing thereof by the Secretary of  State,  unless  such
 6    document  cannot  with  reasonable  diligence be filed within
 7    such time, in which case it shall be filed as soon thereafter
 8    as may be reasonably possible. , or
 9        (v)  If the filing is in  triplicate,  he  or  she  shall
10    return  one  true  copy,  with a certificate, if any, affixed
11    thereto, to the corporation or its  representative  and  file
12    the  second  true  copy  in the office of the recorder of the
13    county in which the registered office of the  corporation  is
14    situated in this State, to be recorded by such recorder.
15        (f)  If   another   Section   of  this  Act  specifically
16    prescribes a  manner  of  filing  or  executing  a  specified
17    document  which  differs from the corresponding provisions of
18    this Section, then the provisions of such other Section shall
19    govern.
20    (Source: P.A. 84-924.)

21        (805 ILCS 5/1.80) (from Ch. 32, par. 1.80)
22        Sec. 1.80.  Definitions. As used in this Act, unless  the
23    context  otherwise requires, the words and phrases defined in
24    this Section shall have the meanings set forth herein.
25        (a)  "Corporation"  or  "domestic  corporation"  means  a
26    corporation subject to the provisions of this Act,  except  a
27    foreign corporation.
28        (b)  "Foreign corporation" means a corporation for profit
29    organized  under  laws other than the laws of this State, but
30    shall not include a banking corporation organized  under  the
31    laws  of  another  state  or  of the United States, a foreign
32    banking corporation organized under the  laws  of  a  country
33    other  than  the  United  States and holding a certificate of
 
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 1    authority from the Commissioner  of  Banks  and  Real  Estate
 2    issued  pursuant  to  the  Foreign  Banking  Office Act, or a
 3    banking corporation holding a license from  the  Commissioner
 4    of  Banks and Real Estate issued pursuant to the Foreign Bank
 5    Representative Office Act.
 6        (c)  "Articles  of  incorporation"  means  the   original
 7    articles   of   incorporation,   including  the  articles  of
 8    incorporation of a new corporation set forth in the  articles
 9    of   consolidation,   and  all  amendments  thereto,  whether
10    evidenced by  articles  of  amendment,  articles  of  merger,
11    articles  of  exchange,  statement  of  correction  affecting
12    articles,  resolution  establishing  series  of  shares  or a
13    statement  of  cancellation  under  Section  9.05.   Restated
14    articles  of  incorporation  shall  supersede  the   original
15    articles of incorporation and all amendments thereto prior to
16    the  effective  date  of  filing  the  articles  of amendment
17    incorporating the restated articles of incorporation.
18        (d)  "Subscriber" means one who subscribes for shares  in
19    a corporation, whether before or after incorporation.
20        (e)  "Incorporator"  means  one  of  the  signers  of the
21    original articles of incorporation.
22        (f)  "Shares" means the units into which the  proprietary
23    interests in a corporation are divided.
24        (g)  "Shareholder" means one who is a holder of record of
25    shares in a corporation.
26        (h)  "Certificate"  representing  shares  means a written
27    instrument executed by  the  proper  corporate  officers,  as
28    required  by  Section  6.35  of this Act, evidencing the fact
29    that the person therein named is the holder of record of  the
30    share  or  shares  therein  described.  If the corporation is
31    authorized to issue uncertificated shares in accordance  with
32    Section 6.35 of this Act, any reference in this Act to shares
33    represented   by   a   certificate   shall   also   refer  to
34    uncertificated shares and  any  reference  to  a  certificate
 
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 1    representing shares shall also refer to the written notice in
 2    lieu of a certificate provided for in Section 6.35.
 3        (i)  "Authorized  shares"  means  the aggregate number of
 4    shares of all classes which the corporation is authorized  to
 5    issue.
 6        (j)  "Paid-in  capital"  means  the  sum  of the cash and
 7    other  consideration  received,  less   expenses,   including
 8    commissions,   paid   or  incurred  by  the  corporation,  in
 9    connection with the issuance of shares,  plus  any  cash  and
10    other  consideration  contributed to the corporation by or on
11    behalf of its shareholders, plus amounts added or transferred
12    to paid-in capital by action of the  board  of  directors  or
13    shareholders  pursuant  to  a share dividend, share split, or
14    otherwise, minus reductions as  provided  elsewhere  in  this
15    Act.   Irrespective  of  the manner of designation thereof by
16    the laws under which a  foreign  corporation  is  or  may  be
17    organized,  paid-in capital of a foreign corporation shall be
18    determined on the same  basis  and  in  the  same  manner  as
19    paid-in capital of a domestic corporation, for the purpose of
20    computing  license  fees,  franchise  taxes and other charges
21    imposed by this Act.
22        (k)  "Net assets", for the  purpose  of  determining  the
23    right  of  a  corporation  to  purchase its own shares and of
24    determining the right of a corporation  to  declare  and  pay
25    dividends  and  make  other  distributions to shareholders is
26    equal to the difference between the assets of the corporation
27    and the liabilities of the corporation.
28        (l)  "Registered office" means that office maintained  by
29    the  corporation  in  this  State, the address of which is on
30    file in the office of the Secretary of State,  at  which  any
31    process, notice or demand required or permitted by law may be
32    served upon the registered agent of the corporation.
33        (m)  "Insolvent"  means  that  a corporation is unable to
34    pay its debts as they become due in the usual course  of  its
 
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 1    business.
 2        (n)  "Anniversary"  means  that day each year exactly one
 3    or more years after:
 4             (1)  the date  on  the  certificate  of  filing  the
 5        articles  of  incorporation  prescribed  by  issued under
 6        Section 2.10 of this Act,  in  the  case  of  a  domestic
 7        corporation;
 8             (2)  the  date  on  the  certificate  of  filing the
 9        application for  authority  prescribed  by  issued  under
10        Section  13.15  of  this  Act,  in  the case of a foreign
11        corporation; or
12             (3)  the date  on  the  certificate  of  filing  the
13        articles  of  consolidation  prescribed  by  issued under
14        Section 11.25 of this Act in the case of a consolidation,
15        unless the plan of consolidation provides for  a  delayed
16        effective date, pursuant to Section 11.40.
17        (o)  "Anniversary  month"  means  the  month in which the
18    anniversary of the corporation occurs.
19        (p)  "Extended filing month" means  the  month  (if  any)
20    which   shall   have   been   established   in  lieu  of  the
21    corporation's anniversary month in  accordance  with  Section
22    14.01.
23        (q)  "Taxable year" means that 12 month period commencing
24    with  the first day of the anniversary month of a corporation
25    through the last day of the month immediately  preceding  the
26    next  occurrence of the anniversary month of the corporation,
27    except that in the case of a corporation that has established
28    an extended filing month "taxable year" means that  12  month
29    period  commencing  with the first day of the extended filing
30    month through the last day of the month immediately preceding
31    the next occurrence of the extended filing month.
32        (r)  "Fiscal year" means the 12 month period with respect
33    to which a corporation ordinarily files  its  federal  income
34    tax return.
 
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 1        (s)  "Close  corporation"  means  a corporation organized
 2    under or electing to be subject to Article 2A  of  this  Act,
 3    the articles of incorporation of which contain the provisions
 4    required  by  Section  2.10,  and  either  the  corporation's
 5    articles of incorporation or an agreement entered into by all
 6    of  its shareholders provide that all of the issued shares of
 7    each  class  shall  be  subject  to  one  or  more   of   the
 8    restrictions  on  transfer  set forth in Section 6.55 of this
 9    Act.
10        (t)  "Common  shares"  means   shares   which   have   no
11    preference over any other shares with respect to distribution
12    of  assets  on  liquidation  or  with  respect  to payment of
13    dividends.
14        (u)  "Delivered", for the purpose of determining  if  any
15    notice required by this Act is effective, means:
16             (1)  transferred  or presented to someone in person;
17        or
18             (2)  deposited in the United States  Mail  addressed
19        to the person at his, her or its address as it appears on
20        the   records   of   the   corporation,  with  sufficient
21        first-class postage prepaid thereon.
22        (v)  "Property" means  gross  assets  including,  without
23    limitation,  all  real,  personal,  tangible,  and intangible
24    property.
25        (w)  "Taxable  period"   means   that   12-month   period
26    commencing  with  the first day of the second month preceding
27    the corporation's anniversary month in the preceding year and
28    prior to the  first  day  of  the  second  month  immediately
29    preceding  its  anniversary month in the current year, except
30    that, in the case of a corporation that  has  established  an
31    extended  filing  month, "taxable period" means that 12-month
32    period  ending  with  the  last  day  of  its   fiscal   year
33    immediately  preceding the extended filing month. In the case
34    of a newly formed domestic corporation or a newly  registered
 
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 1    foreign   corporation  that  had  not  commenced  transacting
 2    business in this State prior to obtaining  a  certificate  of
 3    authority, "taxable period" means that period commencing with
 4    the  filing  of  the  articles  issuance  of a certificate of
 5    incorporation or, in the case of a  foreign  corporation,  of
 6    filing of the application for a certificate of authority, and
 7    prior  to  the  first  day  of  the  second month immediately
 8    preceding its anniversary month in the next succeeding year.
 9        (x)  "Treasury shares" mean (1) shares of  a  corporation
10    that have been issued, have been subsequently acquired by and
11    belong  to  the  corporation,  and have not been cancelled or
12    restored to the status of authorized but unissued shares  and
13    (2)  shares  (i) declared and paid as a share dividend on the
14    shares referred to in clause (1) or this clause (2), or  (ii)
15    issued  in  a share split of the shares referred to in clause
16    (1) or this clause (2).  Treasury shares shall be  deemed  to
17    be  "issued"  shares  but not "outstanding" shares.  Treasury
18    shares may not be  voted,  directly  or  indirectly,  at  any
19    meeting or otherwise.  Shares converted into or exchanged for
20    other  shares  of  the  corporation shall not be deemed to be
21    treasury shares.
22    (Source: P.A.  89-508,  eff.  7-3-96;  90-301,  eff.  8-1-97;
23    90-421, eff. 1-1-98; 90-655, eff. 7-30-98.)

24        (805 ILCS 5/2.10) (from Ch. 32, par. 2.10)
25        Sec.  2.10.   Articles of Incorporation.  The articles of
26    incorporation shall be executed and  filed  in  duplicate  in
27    accordance with Section 1.10 of this Act.
28        (a)  The articles of incorporation must set forth:
29             (1)  a  corporate  name  for  the  corporation  that
30        satisfies the requirements of this Act;
31             (2)  the   purpose   or   purposes   for  which  the
32        corporation is organized, which may be stated to  be,  or
33        to   include,  the  transaction  of  any  or  all  lawful
 
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 1        businesses for which  corporations  may  be  incorporated
 2        under this Act;
 3             (3)  the   address   of  the  corporation's  initial
 4        registered office and the name of its initial  registered
 5        agent at that office;
 6             (4)  the name and address of each incorporator;
 7             (5)  the   number   of  shares  of  each  class  the
 8        corporation is authorized to issue;
 9             (6)  the  number  and  class  of  shares  which  the
10        corporation proposes to issue without further  report  to
11        the  Secretary  of  State,  and  the  consideration to be
12        received, less expenses, including commissions,  paid  or
13        incurred  in  connection  with the issuance of shares, by
14        the corporation therefor.  If shares  of  more  than  one
15        class  are  to be issued, the consideration for shares of
16        each class shall be separately stated;
17             (7)  if the shares are  divided  into  classes,  the
18        designation   of  each  class  and  a  statement  of  the
19        designations, preferences,  qualifications,  limitations,
20        restrictions, and special or relative rights with respect
21        to the shares of each class; and
22             (8)  if  the corporation may issue the shares of any
23        preferred  or  special  class   in   series,   then   the
24        designation  of  each  series  and  a  statement  of  the
25        variations  in the relative rights and preferences of the
26        different series, if the same are fixed in  the  articles
27        of  incorporation, or a statement of the authority vested
28        in  the  board  of  directors  to  establish  series  and
29        determine the  variations  in  the  relative  rights  and
30        preferences of the different series.

31        (b)  The articles of incorporation may set forth:
32             (1)  the names and business residential addresses of
33        the   individuals   who  are  to  serve  as  the  initial
34        directors;
 
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 1             (2)  provisions  not  inconsistent  with  law   with
 2        respect to:
 3                  (i)  managing  the  business and regulating the
 4             affairs of the corporation;
 5                  (ii)  defining, limiting,  and  regulating  the
 6             rights,  powers  and  duties of the corporation, its
 7             officers, directors and shareholders;
 8                  (iii)  authorizing and limiting the  preemptive
 9             right  of  a  shareholder to acquire shares, whether
10             then or thereafter authorized;
11                  (iv)  an estimate, expressed in dollars, of the
12             value of  all  the  property  to  be  owned  by  the
13             corporation   for   the   following  year,  wherever
14             located,  and  an  estimate  of  the  value  of  the
15             property to be located within this State during such
16             year, and an estimate, expressed in dollars, of  the
17             gross amount of business which will be transacted by
18             it  during  such  year  and an estimate of the gross
19             amount thereof which will be transacted by it at  or
20             from  places  of  business in this State during such
21             year; or
22                  (v)  superseding any provision of this Act that
23             requires  for  approval  of   corporate   action   a
24             two-thirds  vote  of  the shareholders by specifying
25             any smaller or larger vote requirement not less than
26             a majority of the  outstanding  shares  entitled  to
27             vote  on  the matter and not less than a majority of
28             the outstanding  shares  of  each  class  of  shares
29             entitled to vote as a class on the matter.
30             (3)  a   provision   eliminating   or  limiting  the
31        personal liability of a director to  the  corporation  or
32        its  shareholders  for  monetary  damages  for  breach of
33        fiduciary duty as a director, provided that the provision
34        does not eliminate or limit the liability of  a  director
 
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 1        (i)  for  any breach of the director's duty of loyalty to
 2        the corporation or its shareholders,  (ii)  for  acts  or
 3        omissions  not  in good faith or that involve intentional
 4        misconduct or a knowing violation  of  law,  (iii)  under
 5        Section  8.65  of  this  Act, or (iv) for any transaction
 6        from which the  director  derived  an  improper  personal
 7        benefit.   No such provision shall eliminate or limit the
 8        liability of a director for any act or omission occurring
 9        before the date when the provision becomes effective.
10             (4)  any provision that under this Act  is  required
11        or   permitted  to  be  set  forth  in  the  articles  of
12        incorporation or by-laws.
13        (c)  The articles of incorporation need not set forth any
14    of the corporate powers enumerated in this Act.
15        (d)  The duration of a corporation  is  perpetual  unless
16    otherwise specified in the articles of incorporation.
17        (e)  If   the   data   to  which  reference  is  made  in
18    subparagraph (iv) of paragraph (2) of subsection (b) of  this
19    Section is not included in the articles of incorporation, the
20    franchise  tax  provided for in this Act shall be computed on
21    the basis of the entire paid-in capital as set forth pursuant
22    to paragraph (6) of subsection (a)  of  this  Section,  until
23    such  time  as  the  data  to  which  reference  is  made  in
24    subparagraph  (iv)  of  paragraph  (2)  of  subsection (b) is
25    provided in accordance with either Section 14.05  or  Section
26    14.25 of this Act.
27        When  the  provisions  of this Section have been complied
28    with, the Secretary of  State  shall  file  the  articles  of
29    incorporation issue a certificate of incorporation.
30    (Source: P.A. 88-43; 88-151; 88-670, eff. 12-2-94.)

31        (805 ILCS 5/2.15) (from Ch. 32, par. 2.15)
32        Sec.   2.15.    Effect  of  issuance  of  certificate  of
33    incorporation. Upon the filing of the  articles  issuance  of
 
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 1    the  certificate  of incorporation by the Secretary of State,
 2    the  corporate  existence  shall  begin,  and   such   filing
 3    certificate  of  incorporation  shall be conclusive evidence,
 4    except as against the State, that  all  conditions  precedent
 5    required  to  be  performed  by  the  incorporators have been
 6    complied with and that the corporation has been  incorporated
 7    under this Act.
 8    (Source: P.A. 83-1025.)

 9        (805 ILCS 5/2.20) (from Ch. 32, par. 2.20)
10        Sec.  2.20.   Organization  of Corporation.  (a) If there
11    are no preincorporation subscribers and if initial  directors
12    are  not named in the articles of incorporation, a meeting of
13    the incorporators shall be held at the call of a majority  of
14    the  incorporators  for  the  purpose  of  naming the initial
15    directors.
16        (b)  If there are  preincorporation  subscribers  and  if
17    initial   directors   are   not  named  in  the  articles  of
18    incorporation, the first meeting  of  shareholders  shall  be
19    held after the filing issuance of the articles certificate of
20    incorporation  at the call of a majority of the incorporators
21    for the purpose of:
22        (1)  electing initial directors;
23        (2)  adopting by-laws if the articles of incorporation so
24    require or the shareholders so determine;
25        (3)  such other matters as shall be stated in the  notice
26    of the meeting.
27        (4)  In  lieu  of  a  meeting,  shareholder action may be
28    taken by consent in writing pursuant to Section 7.10 of  this
29    Act.
30        (c)  The  first meeting of the initial directors shall be
31    held at the call of the majority of them for the purpose of:
32        (1)  adopting  by-laws  if  the  shareholders  have   not
33    adopted them;
 
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 1        (2)  electing officers; and
 2        (3)  transacting  such  other business as may come before
 3    the meeting.
 4        (d)  At  least  three   days   written   notice   of   an
 5    organizational  meeting  shall  be  given  unless the persons
 6    entitled to such notice waive the  same  in  writing,  either
 7    before  or after such meeting.  An organizational meeting may
 8    be held either within or without this State.
 9    (Source: P.A. 83-1025.)

10        (805 ILCS 5/4.05) (from Ch. 32, par. 4.05)
11        Sec.  4.05.   Corporate  name  of  domestic  or   foreign
12    corporation.
13        (a)  The corporate name of a domestic corporation or of a
14    foreign  corporation  organized,  existing  or subject to the
15    provisions of this Act:
16             (1)  Shall contain,  separate  and  apart  from  any
17        other  word  or  abbreviation  in  such  name,  the  word
18        "corporation",  "company",  "incorporated", or "limited",
19        or an abbreviation of one of such words, and if the  name
20        of  a  foreign corporation does not contain, separate and
21        apart from any other word or abbreviation,  one  of  such
22        words  or abbreviations, the corporation shall add at the
23        end of its name, as a separate word or abbreviation,  one
24        of such words or an abbreviation of one of such words.
25             (2)  Shall  not  contain  any  word  or phrase which
26        indicates  or  implies  that  the  corporation   (i)   is
27        authorized  or  empowered  to  conduct  the  business  of
28        insurance,  assurance,  indemnity,  or  the acceptance of
29        savings deposits; (ii)  is  authorized  or  empowered  to
30        conduct   the   business   of  banking  unless  otherwise
31        permitted by the Commissioner of Banks  and  Real  Estate
32        pursuant  to  Section  46 of the Illinois Banking Act; or
33        (iii) is authorized or empowered to be in the business of
 
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 1        a corporate fiduciary unless otherwise permitted  by  the
 2        Commissioner  of  Banks and Real Estate under Section 1-9
 3        of the  Corporate  Fiduciary  Act.   The   word  "trust",
 4        "trustee",  or  "fiduciary"  may be used by a corporation
 5        only if it has first complied with  Section  1-9  of  the
 6        Corporate  Fiduciary  Act.   The word "bank", "banker" or
 7        "banking" may only be used by a  corporation  if  it  has
 8        first  complied  with  Section 46 of the Illinois Banking
 9        Act.
10             (3)  Shall be distinguishable upon  the  records  in
11        the  office  of the Secretary of State from the corporate
12        name  or  assumed  corporate   name   of   any   domestic
13        corporation  or limited liability company organized under
14        the Limited Liability Company Act, whether profit or  not
15        for  profit,  existing  under any Act of this State or of
16        the name or assumed name of any  foreign  corporation  or
17        foreign  limited  liability  company registered under the
18        Limited Liability Company Act, whether profit or not  for
19        profit, authorized to transact business in this State, or
20        a  name  the  exclusive  right  to which is, at the time,
21        reserved or registered in the manner provided in this Act
22        or Section 1-15 of the  Limited  Liability  Company  Act,
23        except  that,  subject to the discretion of the Secretary
24        of  State,  a  foreign  corporation  that  has   a   name
25        prohibited  by this paragraph may be issued a certificate
26        of authority to transact business in this State,  if  the
27        foreign corporation:
28                  (i)  Elects  to adopt an assumed corporate name
29             or names in accordance with  Section  4.15  of  this
30             Act; and
31                  (ii)  Agrees   in   its   application   for   a
32             certificate  of  authority  to  transact business in
33             this State only under such assumed corporate name or
34             names.
 
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 1             (4)  Shall contain the word  "trust",  if  it  be  a
 2        domestic   corporation   organized  for  the  purpose  of
 3        accepting and executing trusts, shall  contain  the  word
 4        "pawners", if it be a domestic corporation organized as a
 5        pawners'    society,   and   shall   contain   the   word
 6        "cooperative", if it be a domestic corporation  organized
 7        as a cooperative association for pecuniary profit.
 8             (5)  Shall  not  contain  a  word  or  phrase, or an
 9        abbreviation or derivation thereof, the use of  which  is
10        prohibited  or  restricted  by  any other statute of this
11        State unless such restriction has been complied with.
12             (6)  Shall  consist  of  letters  of   the   English
13        alphabet, Arabic or Roman numerals, or symbols capable of
14        being  readily  reproduced by the office of the Secretary
15        of State.
16             (7)  Shall be the name under which  the  corporation
17        shall   transact   business  in  this  State  unless  the
18        corporation  shall  also  elect  to  adopt   an   assumed
19        corporate   name  or  names  as  provided  in  this  Act;
20        provided, however,  that  the  corporation  may  use  any
21        divisional  designation  or  trade name without complying
22        with  the  requirements  of  this   Act,   provided   the
23        corporation also clearly discloses its corporate name.
24             (8)  (Blank).
25        (b)  The  Secretary  of  State  shall determine whether a
26    name is "distinguishable" from another name for  purposes  of
27    this  Act.   Without  excluding  other  names  which  may not
28    constitute distinguishable names in this State, a name is not
29    considered distinguishable, for purposes of this Act,  solely
30    because it contains one or more of the following:
31             (1)  the      word     "corporation",     "company",
32        "incorporated", or "limited", "limited liability"  or  an
33        abbreviation of one of such words;
34             (2)  articles,      conjunctions,      contractions,
 
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 1        abbreviations,  different  tenses  or  number of the same
 2        word;
 3        (c)  Nothing in this Section or  Sections  4.15  or  4.20
 4    shall:
 5             (1)  Require  any  domestic  corporation existing or
 6        any foreign corporation having a certificate of authority
 7        on the effective date of this Act, to modify or otherwise
 8        change its corporate name or assumed corporate  name,  if
 9        any.
10             (2)  Abrogate  or  limit the common law or statutory
11        law of unfair competition or unfair trade practices,  nor
12        derogate  from  the common law or principles of equity or
13        the statutes of this State or of the United  States  with
14        respect  to  the right to acquire and protect copyrights,
15        trade names, trade marks, service names,  service  marks,
16        or  any  other  right  to  the  exclusive use of names or
17        symbols.
18    (Source: P.A. 89-508, eff. 7-3-96; 90-575, eff. 3-20-98.)

19        (805 ILCS 5/5.05) (from Ch. 32, par. 5.05)
20        Sec. 5.05.  Registered office and registered agent.  Each
21    domestic  corporation  and  each foreign corporation having a
22    certificate of authority to transact business in  this  State
23    shall have and continuously maintain in this State:
24        (a)  A  registered  office which may be, but need not be,
25    the same as its place of business in this State.
26        (b)  A registered agent, which agent  may  be  either  an
27    individual,  resident in this State, whose business office is
28    identical  with  such  registered  office,  or   a   domestic
29    corporation  or  a foreign corporation authorized to transact
30    business in this State that is authorized by its articles  of
31    incorporation  to act as such agent, having a business office
32    identical with such registered office.
33        (c)  The address, including street and number,  or  rural
 
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 1    route  number, of the initial registered office, and the name
 2    of the initial registered agent of each corporation organized
 3    under  this  Act  shall  be  stated  in   its   articles   of
 4    incorporation;  and  of  each  foreign  corporation  shall be
 5    stated in its application for a certificate of  authority  to
 6    transact business in this State.
 7        (d)  In the event of dissolution of a corporation, either
 8    voluntary,  administrative, or judicial, the registered agent
 9    and the registered office of the corporation on  record  with
10    the  Secretary  of  State  on the date of the issuance of the
11    certificate or judgment of dissolution shall be an  agent  of
12    the  corporation upon whom claims can be served or service of
13    process can be had  during  the  five  year  post-dissolution
14    period  provided  in  Section  12.80 of this Act, unless such
15    agent resigns or the corporation properly reports a change of
16    registered office or registered agent.
17        (e)  In the event of revocation of the a  certificate  of
18    authority  of  a  foreign corporation to transact business in
19    this State, the registered agent and the registered office of
20    the corporation on record with the Secretary of State on  the
21    date  of  the issuance of the certificate of revocation shall
22    be an agent of the corporation upon whom claims can be served
23    or service of process can be had, unless such agent resigns.
24    (Source: P.A. 85-1269.)

25        (805 ILCS 5/5.10) (from Ch. 32, par. 5.10)
26        Sec. 5.10.  Change of  registered  office  or  registered
27    agent.
28        (a)  A  domestic corporation or a foreign corporation may
29    from time to  time  change  the  address  of  its  registered
30    office.    A  domestic  corporation  or a foreign corporation
31    shall change its registered agent if the office of registered
32    agent  shall  become  vacant  for  any  reason,  or  if   its
33    registered  agent  becomes  disqualified  or incapacitated to
 
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 1    act, or if the corporation revokes  the  appointment  of  its
 2    registered agent.
 3        (b)  A  domestic corporation or a foreign corporation may
 4    change the address of its registered  office  or  change  its
 5    registered  agent, or both, by so indicating in the statement
 6    of change on the annual  report  of  that  corporation  filed
 7    pursuant  to  Section  14.10  of this Act or by executing and
 8    filing, in duplicate, in accordance with Section 1.10 of this
 9    Act a statement setting forth:
10             (1)  The name of the corporation.
11             (2)  The address, including street  and  number,  or
12        rural route number, of its then registered office.
13             (3)  If  the  address  of  its  registered office be
14        changed, the address, including  street  and  number,  or
15        rural  route number, to which the registered office is to
16        be changed.
17             (4)  The name of its then registered agent.
18             (5)  If its registered agent be changed, the name of
19        its successor registered agent.
20             (6)  That the address of its registered  office  and
21        the  address  of  the  business  office of its registered
22        agent, as changed, will be identical.
23             (7)  That such change was authorized  by  resolution
24        duly adopted by the board of directors.
25        (c)  A  legible copy of the statement of change as on the
26    annual report returned by the Secretary  of  State  shall  be
27    filed  for  record  within the time prescribed by this Act in
28    the office of  the  Recorder  of  the  county  in  which  the
29    registered  office  of  the  corporation  in  this  State was
30    situated before the filing of that statement in the Office of
31    the Secretary of State. (Blank).
32        (d)  If the registered office is changed from one  county
33    to  another  county, then the corporation shall also file for
34    record within the time prescribed by this Act in  the  office
 
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 1    of the recorder of the county to which such registered office
 2    is changed:
 3             (1)  In the case of a domestic corporation:
 4                  (i)  A  copy  of  its articles of incorporation
 5             certified by the Secretary of State.
 6                  (ii)  A copy of  the  statement  of  change  of
 7             address  of  its registered office, certified by the
 8             Secretary of State.
 9             (2)  In the case of a foreign corporation:
10                  (i)  A copy of its application for  certificate
11             of  authority  to  transact  business in this State,
12             with a copy  of  its  application  therefor  affixed
13             thereto, certified by the Secretary of State.
14                  (ii)  A   copy   of   all  amendments  to  such
15             certificate of authority, if any, likewise certified
16             by the Secretary of State.
17                  (iii)  A copy of the  statement  of  change  of
18             address  of  its  registered office certified by the
19             Secretary of State.
20        (e)  The change of address of the registered  office,  or
21    the  change of registered agent, or both, as the case may be,
22    shall become effective upon the filing of such  statement  by
23    the Secretary of State.
24    (Source: P.A. 91-357, eff. 7-29-99.)

25        (805 ILCS 5/5.20) (from Ch. 32, par. 5.20)
26        Sec. 5.20.  Change of Address of Registered Agent.  (a) A
27    registered  agent  may  change  the address of the registered
28    office  of  the  domestic  corporation  or  of  the   foreign
29    corporation,  for  which he or she or it is registered agent,
30    to another address in this State, by  so  indicating  in  the
31    statement  of change on the annual report of that corporation
32    filed pursuant to Section 14.10 of this Act or by filing,  in
33    duplicate,  in  accordance  with  Section  1.10 of this Act a
 
SB725 Enrolled             -21-               LRB9206483REdvA
 1    statement setting forth:
 2        (1)  The name of the corporation.
 3        (2)  The address, including street and number,  or  rural
 4    route number, of its then registered office.
 5        (3)  The  address,  including street and number, or rural
 6    route number,  to  which  the  registered  office  is  to  be
 7    changed.
 8        (4)  The name of its registered agent.
 9        (5)  That  the  address  of its registered office and the
10    address of the business office of its  registered  agent,  as
11    changed, will be identical.
12        Such statement shall be executed by the registered agent.
13        (b)  If  the registered office is changed from one county
14    to another county, then the corporation shall also  file  for
15    record  within  the time prescribed by this Act in the office
16    of the recorder of the county to which such registered office
17    is changed:
18        (1)  In the case of a domestic corporation:
19        (i)  A copy of its articles of incorporation certified by
20    the Secretary of State.
21        (ii)  A copy of the statement of change of address of its
22    registered office, certified by the Secretary of State.
23        (2)  In the case of a foreign corporation:
24        (i)  A  copy  of  its  application  for  certificate   of
25    authority  to  transact business in this State with a copy of
26    its application therefor affixed thereto,  certified  by  the
27    Secretary of State.
28        (ii)  A  copy  of  all  amendments to such certificate of
29    authority, if any, likewise certified  by  the  Secretary  of
30    State.
31        (iii)  A  copy  of  the statement of change of address of
32    its registered office certified by the Secretary of State.
33        (c)  The change of address of the registered office shall
34    become effective upon the filing of  such  statement  by  the
 
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 1    Secretary of State.
 2    (Source: P.A. 85-1269.)

 3        (805 ILCS 5/5.25) (from Ch. 32, par. 5.25)
 4        Sec.  5.25.   Service  of  process on domestic or foreign
 5    corporation.  (a) Any process, notice, or demand required  or
 6    permitted  by law to be served upon a domestic corporation or
 7    a foreign corporation having a certificate  of  authority  to
 8    transact business in this State may be served either upon the
 9    registered  agent  appointed  by  the corporation or upon the
10    Secretary of State as provided in this Section.
11        (b)  The  Secretary  of  State   shall   be   irrevocably
12    appointed  as  an  agent  of  a  domestic corporation or of a
13    foreign corporation having a certificate  of  authority  upon
14    whom any process, notice or demand may be served:
15        (1)  Whenever  the  corporation  shall fail to appoint or
16    maintain a registered agent in this State, or
17        (2)  Whenever the corporation's registered  agent  cannot
18    with  reasonable  diligence be found at the registered office
19    in this State, or
20        (3)  When a domestic corporation has been dissolved,  the
21    conditions  of  paragraph  (1)  or paragraph (2) exist, and a
22    civil action, suit or proceeding  is  instituted  against  or
23    affecting  the  corporation  within  the five years after the
24    issuance of a certificate of dissolution or the filing  of  a
25    judgment of dissolution, or
26        (4)  When  a domestic corporation has been dissolved, the
27    conditions of paragraph (1) or paragraph  (2)  exist,  and  a
28    criminal  proceeding has been instituted against or affecting
29    the corporation, or
30        (5)  When the  certificate  of  authority  of  a  foreign
31    corporation  to  transact  business  in  this  State has been
32    revoked.
33        (c)  Service under subsection (b) shall be made by:
 
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 1        (1)  Service on the Secretary of State, or on  any  clerk
 2    having  charge  of the corporation division department of his
 3    or her office, of a copy of the process,  notice  or  demand,
 4    together  with  any papers required by law to be delivered in
 5    connection  with  service,  and  a  fee  as   prescribed   by
 6    subsection (b) of Section 15.15 of this Act;
 7        (2)  Transmittal  by  the  person instituting the action,
 8    suit or proceeding of notice of the service on the  Secretary
 9    of  State  and  a  copy  of the process, notice or demand and
10    accompanying papers  to  the  corporation  being  served,  by
11    registered or certified mail:
12        (i)  At  the last registered office of the corporation as
13    shown by the records on file in the office of  the  Secretary
14    of State; and
15        (ii)  At  such  address  the  use  of  which  the  person
16    instituting  the  action, suit or proceeding knows or, on the
17    basis of reasonable inquiry, has reason to believe,  is  most
18    likely to result in actual notice; and
19        (3)  Appendage,  by  the  person  instituting the action,
20    suit or proceeding, of an affidavit of compliance  with  this
21    Section, in substantially such form as the Secretary of State
22    may  by  rule or regulation prescribe, to the process, notice
23    or demand.
24        (d)  Nothing herein contained shall limit or  affect  the
25    right  to  serve  any  process, notice, or demand required or
26    permitted by law to be served upon a corporation in any other
27    manner now or hereafter permitted by law.
28        (e)  The Secretary of State shall keep a  record  of  all
29    processes,  notices, and demands served upon him or her under
30    this Section, and shall  record  therein  the  time  of  such
31    service  and  his  or  her action with reference thereto, but
32    shall not be required to retain such information for a period
33    longer than five  years  from  his  or  her  receipt  of  the
34    service.
 
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 1    (Source: P.A. 85-1344.)

 2        (805 ILCS 5/5.30) (from Ch. 32, par. 5.30)
 3        Sec. 5.30.  Service of process on foreign corporation not
 4    authorized  to transact business in Illinois.  If any foreign
 5    corporation transacts business in this State  without  having
 6    obtained  a certificate of authority to transact business, it
 7    shall be deemed that  such  corporation  has  designated  and
 8    appointed the Secretary of State as an agent for process upon
 9    whom any notice, process or demand may be served.  Service on
10    the  Secretary of State shall be made in the manner set forth
11    in subsection (c) of Section 5.25 of this Act.
12    (Source: P.A. 84-924.)

13        (805 ILCS 5/8.75) (from Ch. 32, par. 8.75)
14        Sec.  8.75.   Indemnification  of  officers,   directors,
15    employees and agents; insurance.
16        (a)  A corporation may indemnify any person who was or is
17    a  party,  or  is  threatened  to  be  made  a  party  to any
18    threatened, pending or completed action, suit or  proceeding,
19    whether  civil,  criminal,  administrative  or  investigative
20    (other  than an action by or in the right of the corporation)
21    by reason of the fact that he or she is or  was  a  director,
22    officer,  employee  or agent of the corporation, or who is or
23    was serving at the request of the corporation as a  director,
24    officer,   employee   or   agent   of   another  corporation,
25    partnership,  joint  venture,  trust  or  other   enterprise,
26    against  expenses  (including  attorneys'  fees),  judgments,
27    fines  and amounts paid in settlement actually and reasonably
28    incurred by such person in connection with such action,  suit
29    or  proceeding,  if  such person acted in good faith and in a
30    manner he or she reasonably believed to be in, or not opposed
31    to the best interests of the corporation, and,  with  respect
32    to any criminal action or proceeding, had no reasonable cause
 
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 1    to  believe his or her conduct was unlawful.  The termination
 2    of  any  action,  suit  or  proceeding  by  judgment,  order,
 3    settlement, conviction, or upon a plea of nolo contendere  or
 4    its  equivalent,  shall  not, of itself, create a presumption
 5    that the person did not act in good faith  and  in  a  manner
 6    which  he  or she reasonably believed to be in or not opposed
 7    to the best interests of the corporation or, with respect  to
 8    any  criminal  action  or  proceeding,  that  the  person had
 9    reasonable cause to believe  that  his  or  her  conduct  was
10    unlawful.
11        (b)  A corporation may indemnify any person who was or is
12    a  party,  or  is  threatened  to  be  made  a  party  to any
13    threatened, pending or completed action or suit by or in  the
14    right  of  the corporation to procure a judgment in its favor
15    by reason of the fact that such person is or was a  director,
16    officer,  employee  or agent of the corporation, or is or was
17    serving at the request of  the  corporation  as  a  director,
18    officer,   employee   or   agent   of   another  corporation,
19    partnership,  joint  venture,  trust  or  other   enterprise,
20    against  expenses  (including  attorneys'  fees) actually and
21    reasonably incurred by such person  in  connection  with  the
22    defense  or settlement of such action or suit, if such person
23    acted in good faith and in a  manner  he  or  she  reasonably
24    believed  to  be in, or not opposed to, the best interests of
25    the corporation, provided that no  indemnification  shall  be
26    made  with respect to any claim, issue, or matter as to which
27    such person has been adjudged to  have  been  liable  to  the
28    corporation, unless, and only to the extent that the court in
29    which  such  action  or suit was brought shall determine upon
30    application that, despite the adjudication of liability,  but
31    in  view of all the circumstances of the case, such person is
32    fairly and reasonably entitled to indemnity for such expenses
33    as the court shall deem proper.
34        (c)  To the extent that a  present  or  former  director,
 
SB725 Enrolled             -26-               LRB9206483REdvA
 1    officer  or  ,  employee  or  agent of a corporation has been
 2    successful, on the merits or otherwise, in the defense of any
 3    action, suit or proceeding referred to in subsections (a) and
 4    (b), or in defense of any claim,  issue  or  matter  therein,
 5    such  person shall be indemnified against expenses (including
 6    attorneys' fees) actually and  reasonably  incurred  by  such
 7    person  in  connection therewith, if the person acted in good
 8    faith and in a manner he or she reasonably believed to be in,
 9    or not opposed to, the best interests of the corporation.
10        (d)  Any indemnification under subsections  (a)  and  (b)
11    (unless  ordered by a court) shall be made by the corporation
12    only as authorized in the specific case, upon a determination
13    that indemnification  of  the  present  or  former  director,
14    officer,  employee  or  agent  is proper in the circumstances
15    because he or she has met the applicable standard of  conduct
16    set  forth  in  subsections  (a)  or (b).  Such determination
17    shall be made with respect to a person who is a  director  or
18    officer at the time of the determination: (1) by the majority
19    vote  of  the directors who are (1) by the board of directors
20    by a majority vote of a quorum consisting  of  directors  who
21    were  not  parties  to  such action, suit or proceeding, even
22    though less  than  a  quorum,  (2)  by  a  committee  of  the
23    directors  designated  by  a  majority vote of the directors,
24    even though less than a quorum, (3)  if  there  are  no  such
25    directors,  or  if  the directors so direct, or (2) if such a
26    quorum is not obtainable, or, even if obtainable, if a quorum
27    of disinterested directors so directs, by  independent  legal
28    counsel in a written opinion, or (4) (3) by the shareholders.
29        (e)  Expenses  (including attorney's fees) incurred by an
30    officer or director in defending a civil or criminal  action,
31    suit  or proceeding may be paid by the corporation in advance
32    of the final disposition of such action, suit  or  proceeding
33    upon  receipt  of  an  undertaking  by  or  on  behalf of the
34    director or , officer ,  employee  or  agent  to  repay  such
 
SB725 Enrolled             -27-               LRB9206483REdvA
 1    amount  if it shall ultimately be determined that such person
 2    he  or  she  is  not  entitled  to  be  indemnified  by   the
 3    corporation  as  authorized  in  this  Section. Such expenses
 4    (including attorney's fees) incurred by former directors  and
 5    officers or other employees and agents may be so paid on such
 6    terms  and  conditions,  if  any,  as  the  corporation deems
 7    appropriate.
 8        (f)  The  indemnification  and  advancement  of  expenses
 9    provided by or granted under the other  subsections  of  this
10    Section  shall not be deemed exclusive of any other rights to
11    which  those  seeking  indemnification  or   advancement   of
12    expenses may be entitled under any by-law, agreement, vote of
13    shareholders  or  disinterested directors, or otherwise, both
14    as to action in his or her official capacity and as to action
15    in another capacity while holding such office.
16        (g)  A corporation may purchase and maintain insurance on
17    behalf of any person who  is  or  was  a  director,  officer,
18    employee  or  agent  of  the  corporation,  or  who is or was
19    serving at the request of  the  corporation  as  a  director,
20    officer,   employee   or   agent   of   another  corporation,
21    partnership,  joint  venture,  trust  or  other   enterprise,
22    against  any  liability  asserted    against  such person and
23    incurred by such person in any such capacity, or arising  out
24    of  his or her status as such, whether or not the corporation
25    would have the power to indemnify such  person  against  such
26    liability under the provisions of this Section.
27        (h)  If a corporation indemnifies or advances expenses to
28    a  director  or officer under subsection (b) of this Section,
29    the corporation shall report the indemnification  or  advance
30    in  writing  to the shareholders with or before the notice of
31    the next shareholders meeting.
32        (i)  For purposes of this  Section,  references  to  "the
33    corporation"  shall  include,  in  addition  to the surviving
34    corporation,   any   merging   corporation   (including   any
 
SB725 Enrolled             -28-               LRB9206483REdvA
 1    corporation  having  merged  with  a   merging   corporation)
 2    absorbed  in  a  merger  which, if its separate existence had
 3    continued,  would  have  had  the  power  and  authority   to
 4    indemnify  its  directors, officers, and employees or agents,
 5    so that any person who was a director, officer,  employee  or
 6    agent  of  such  merging  corporation,  or was serving at the
 7    request of such merging corporation as a  director,  officer,
 8    employee  or agent of another corporation, partnership, joint
 9    venture, trust or other enterprise, shall stand in  the  same
10    position under the provisions of this Section with respect to
11    the  surviving  corporation  as  such  person would have with
12    respect to such merging corporation if its separate existence
13    had continued.
14        (j)  For purposes of this Section, references  to  "other
15    enterprises" shall include employee benefit plans; references
16    to  "fines"  shall  include  any  excise  taxes assessed on a
17    person  with  respect  to  an  employee  benefit  plan;   and
18    references  to  "serving  at  the request of the corporation"
19    shall include any service as a director, officer, employee or
20    agent of the corporation which imposes duties on, or involves
21    services by such director, officer, employee, or  agent  with
22    respect  to  an  employee  benefit plan, its participants, or
23    beneficiaries.  A person who acted in good  faith  and  in  a
24    manner  he  or  she  reasonably  believed  to  be in the best
25    interests  of  the  participants  and  beneficiaries  of   an
26    employee  benefit  plan  shall  be  deemed to have acted in a
27    manner "not opposed to the best interest of the  corporation"
28    as referred to in this Section.
29        (k)  The  indemnification  and  advancement  of  expenses
30    provided  by  or  granted  under  this  Section shall, unless
31    otherwise provided when authorized or ratified,  continue  as
32    to  a  person  who  has  ceased  to  be  a director, officer,
33    employee, or agent and shall inure  to  the  benefit  of  the
34    heirs, executors, and administrators of that person.
 
SB725 Enrolled             -29-               LRB9206483REdvA
 1        (l)  The  changes to this Section made by this amendatory
 2    Act of the  92nd  General  Assembly  apply  only  to  actions
 3    commenced  on  or after the effective date of this amendatory
 4    Act of the 92nd General Assembly.
 5    (Source: P.A. 91-464, eff. 1-1-00.)

 6        (805 ILCS 5/9.20)
 7        Sec. 9.20.  Reduction of paid-in capital.
 8        (a)  A corporation may reduce its paid-in capital:
 9             (1)  by resolution of  its  board  of  directors  by
10        charging  against  its  paid-in  capital  (i) the paid-in
11        capital represented by shares acquired and  cancelled  by
12        the corporation as permitted by law, to the extent of the
13        cost  from  the  paid-in  capital  of  the reacquired and
14        cancelled shares or a lesser amount as may be elected  by
15        the corporation, (ii) dividends paid on preferred shares,
16        or (iii) distributions as liquidating dividends; or
17             (2)  pursuant   to  an  approved  reorganization  in
18        bankruptcy that specifically directs the reduction to  be
19        effected.
20        (b)  Notwithstanding  anything  to the contrary contained
21    in this Act, at no time shall the paid-in capital be  reduced
22    to  an amount less than the aggregate par value of all issued
23    shares having a par value.
24        (c)  Until the report under Section 14.30 has been  filed
25    in  the  Office of the Secretary of State showing a reduction
26    in paid-in capital, the basis of  the  annual  franchise  tax
27    payable  by  the  corporation shall not be reduced; provided,
28    however, that in no event shall the annual franchise tax  for
29    any  taxable year be reduced if the report is not filed prior
30    to the first day of the anniversary month or, in the case  of
31    a  corporation that has established an extended filing month,
32    the extended filing month of the corporation of that  taxable
33    year and before payment of its annual franchise tax.
 
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 1        (d)  A corporation that reduced its paid-in capital after
 2    December 31,  1986 by one or more of the methods described in
 3    subsection  (a) may  report the reduction pursuant to Section
 4    14.30, subject to the restrictions of   subsections  (b)  and
 5    (c)  of this Section. A reduction in paid-in capital reported
 6    pursuant to this subsection shall  have  no  effect  for  any
 7    purpose  under this Act with respect to a taxable year ending
 8    before the report is filed.
 9        (e)  Nothing in this Section shall be construed to forbid
10    any reduction in paid-in capital to be effected under Section
11    9.05 of this Act.
12        (f)  In the  case  of  a  vertical  merger,  the  paid-in
13    capital  of  a  subsidiary may be eliminated if either (1) it
14    was created, totally funded, or wholly owned by the parent or
15    (2) the amount of the parent's investment in  the  subsidiary
16    was equal to or exceeded the subsidiary's paid-in capital.
17    (Source: P.A. 90-421, eff. 1-1-98.)

18        (805 ILCS 5/10.30) (from Ch. 32, par. 10.30)
19        Sec.  10.30.   Articles  of  amendment.   (a)  Except  as
20    provided in Section 10.40, the articles of amendment shall be
21    executed  and  filed  in duplicate in accordance with Section
22    1.10 of this Act and shall set forth:
23        (1)  The name of the corporation.
24        (2)  The text of each amendment adopted.
25        (3)  If the amendment was adopted by the incorporators, a
26    statement that the amendment was adopted by a majority of the
27    incorporators, that no shares have been issued and  that  the
28    directors were neither named in the articles of incorporation
29    nor elected at the time the amendment was adopted.
30        (4)  If  the  amendment  was  adopted  by  the  directors
31    without  shareholder  action,  a statement that the amendment
32    was  adopted  by  a  majority  of  the  directors  and   that
33    shareholder action was not required.
 
SB725 Enrolled             -31-               LRB9206483REdvA
 1        (5)  Where    the   amendment   was   approved   by   the
 2    shareholders:
 3        (i)  a statement that the  amendment  was  adopted  at  a
 4    meeting  of  shareholders  by  the  affirmative  vote  of the
 5    holders of  outstanding  shares  having  not  less  than  the
 6    minimum number of votes necessary to adopt such amendment, as
 7    provided by the articles of incorporation; or
 8        (ii)  a  statement  that  the  amendment  was  adopted by
 9    written consent signed by the holders of  outstanding  shares
10    having not less than the minimum number of votes necessary to
11    adopt   such  amendment,  as  provided  by  the  articles  of
12    incorporation, and in accordance with Section  7.10  of  this
13    Act.
14        (6)  If   the   amendment   provides   for  an  exchange,
15    reclassification, or cancellation  of  issued  shares,  or  a
16    reduction  of  the  number  of authorized shares of any class
17    below the number of issued  shares  of  that  class,  then  a
18    statement  of  the  manner  in  which such amendment shall be
19    effected.
20        (7)  If the amendment effects a change in the  amount  of
21    paid-in  capital, then a statement of the manner in which the
22    same is effected and a statement, expressed  in  dollars,  of
23    the amount of paid-in capital as changed by such amendment.
24        (8)  If   the   amendment   restates   the   articles  of
25    incorporation, the amendment shall so  state  and  shall  set
26    forth:
27        (i)  the text of the articles as restated;
28        (ii)  the date of incorporation, the name under which the
29    corporation  was incorporated, subsequent names, if any, that
30    the corporation adopted pursuant to amendment of its articles
31    of  incorporation,  and  the  effective  date  of  any   such
32    amendments;
33        (iii)  the  address of the registered office and the name
34    of the registered agent on the date of  filing  the  restated
 
SB725 Enrolled             -32-               LRB9206483REdvA
 1    articles; and
 2        (iv)  the  number  of  shares of each class issued on the
 3    date of filing  the  restated  articles  and  the  amount  of
 4    paid-in capital as of such date.
 5        The articles as restated must include all the information
 6    required  by  subsection (a) of Section 2.10, except that the
 7    articles need not  set  forth  the  information  required  by
 8    paragraphs  3,  4  or  6  thereof.  If  any  provision of the
 9    articles of incorporation is amended in connection  with  the
10    restatement, the articles of amendment shall clearly identify
11    such amendment.
12        (9)  If,  pursuant  to Section 10.35, the amendment is to
13    become  effective  subsequent  to  the  date  on  which   the
14    certificate  of  amendment  is  issued, the date on which the
15    amendment is to become effective.
16        (10)  If  the   amendment   revives   the   articles   of
17    incorporation  and  extends the period of corporate duration,
18    the amendment shall so state and shall set forth:
19        (i)  the date the period of duration  expired  under  the
20    articles of incorporation;
21        (ii)  a  statement  that  the  period of duration will be
22    perpetual, or, if a limited duration is to be  provided,  the
23    date to which the period of duration is to be extended; and
24        (iii)  a  statement  that  the  corporation  has  been in
25    continuous operation since before the date of  expiration  of
26    its original period of duration.
27        (b)  When  the  provisions  of  this  Section  have  been
28    complied with, the Secretary of State shall file the articles
29    of amendment issue a certificate of amendment.
30    (Source: P.A. 84-924.)

31        (805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
32        Sec. 10.35.  Effect of certificate of amendment.
33        (a)  The   amendment   shall  become  effective  and  the
 
SB725 Enrolled             -33-               LRB9206483REdvA
 1    articles of incorporation  shall  be  deemed  to  be  amended
 2    accordingly, as of the later of:
 3             (1)  the  filing  of  the  articles  issuance of the
 4        certificate of amendment by the Secretary of State; or
 5             (2)  the time  established  under  the  articles  of
 6        amendment,  not to exceed 30 days after the filing of the
 7        articles issuance of the certificate of amendment by  the
 8        Secretary of State.
 9        (b)  If  the  amendment  is  made  in accordance with the
10    provisions of Section 10.40, upon the filing of the  articles
11    issuance  of the certificate of amendment by the Secretary of
12    State, the amendment shall become effective and the  articles
13    of  incorporation  shall be deemed to be amended accordingly,
14    without any action thereon by the directors  or  shareholders
15    of  the  corporation  and  with  the  same  effect  as if the
16    amendments had  been  adopted  by  unanimous  action  of  the
17    directors and shareholders of the corporation.
18        (c)  If   the   amendment   restates   the   articles  of
19    incorporation, such restated articles of incorporation shall,
20    upon such amendment becoming effective, supersede  and  stand
21    in   lieu   of  the  corporation's  preexisting  articles  of
22    incorporation.
23        (d)  If   the   amendment   revives   the   articles   of
24    incorporation and extends the period of  corporate  duration,
25    upon  the  filing of the articles issuance of the certificate
26    of amendment by the Secretary of State, the  amendment  shall
27    become  effective and the corporate existence shall be deemed
28    to have continued  without  interruption  from  the  date  of
29    expiration  of  the  original  period  of  duration,  and the
30    corporation shall stand revived with such powers, duties  and
31    obligations as if its period of duration had not expired; and
32    all  acts  and  proceedings  of  its  officers, directors and
33    shareholders, acting or purporting  to  act  as  such,  which
34    would  have  been  legal  and  valid but for such expiration,
 
SB725 Enrolled             -34-               LRB9206483REdvA
 1    shall stand ratified and confirmed.
 2        (e)  Each amendment which affects the  number  of  issued
 3    shares or the amount of paid-in capital shall be deemed to be
 4    a report under the provisions of this Act.
 5        (f)  No  amendment  of the articles of incorporation of a
 6    corporation shall affect any  existing  cause  of  action  in
 7    favor  of or against such corporation, or any pending suit in
 8    which such corporation shall be  a  party,  or  the  existing
 9    rights  of persons other than shareholders; and, in the event
10    the corporate name shall be changed  by  amendment,  no  suit
11    brought  by or against such corporation under its former name
12    shall be abated for that reason.
13    (Source: P.A. 91-464, eff. 1-1-00.)

14        (805 ILCS 5/11.25) (from Ch. 32, par. 11.25)
15        Sec.  11.25.   Articles  of  merger,   consolidation   or
16    exchange.   (a)  Upon  such  approval,  articles  of  merger,
17    consolidation   or   exchange   shall  be  executed  by  each
18    corporation and filed in duplicate in accordance with Section
19    1.10 of this Act and shall set forth:
20        (1)  The plan of merger, consolidation or exchange.
21        (2)  As to each corporation:
22        (i)  a statement that the plan was adopted at  a  meeting
23    of  shareholders  by  the  affirmative vote of the holders of
24    outstanding shares having not less than the minimum number of
25    votes necessary to  adopt  such  plan,  as  provided  by  the
26    articles of incorporation of the respective corporations; or
27        (ii)  a  statement that the plan was adopted by a consent
28    in writing signed by the holders of outstanding shares having
29    not less than the minimum number of votes necessary to  adopt
30    such  plan,  as  provided by the articles of incorporation of
31    the respective corporations, and in accordance  with  Section
32    7.10 of this Act.
33        (b)  When  the  provisions  of  this  Section  have  been
 
SB725 Enrolled             -35-               LRB9206483REdvA
 1    complied with, the Secretary of State shall file the articles
 2    issue  a  certificate  of  merger,  consolidation,  or  share
 3    exchange.
 4    (Source: P.A. 83-1025.)

 5        (805 ILCS 5/11.30) (from Ch. 32, par. 11.30)
 6        Sec. 11.30.  Merger of subsidiary corporation.
 7        (a)  Any  corporation, in this Section referred to as the
 8    "parent corporation", owning at least 90% of the  outstanding
 9    shares  of  each  class of shares of any other corporation or
10    corporations, in this Section referred to as the  "subsidiary
11    corporation",   may   merge  the  subsidiary  corporation  or
12    corporations into  itself  or  into  one  of  the  subsidiary
13    corporations,  if  each  merging  subsidiary  corporation  is
14    solvent,  without  approval  by a vote of the shareholders of
15    the parent corporation or the  shareholders  of  any  of  the
16    merging  subsidiary  corporations,  upon  completion  of  the
17    requirements of this Section.
18        (b)  The  board  of  directors  of the parent corporation
19    shall, by resolution, approve a plan of merger setting forth:
20             (1)  The name of each merging subsidiary corporation
21        and the name of the parent corporation; and
22             (2)  The manner and basis of converting  the  shares
23        of  each  merging subsidiary corporation not owned by the
24        parent corporation  into  shares,  obligations  or  other
25        securities  of the surviving corporation or of the parent
26        corporation or into cash or other property  or  into  any
27        combination of the foregoing.
28        (c)  A  copy  of  such  plan of merger shall be mailed to
29    each shareholder, other than the  parent  corporation,  of  a
30    merging  subsidiary  corporation  who  was  a  shareholder of
31    record on the date of the adoption of  the  plan  of  merger,
32    together  with  a notice informing such shareholders of their
33    right to dissent and enclosing a copy  of  Section  11.70  or
 
SB725 Enrolled             -36-               LRB9206483REdvA
 1    otherwise  providing  adequate  notice  of  the  procedure to
 2    dissent.
 3        (d)  After 30 days following the mailing of a copy of the
 4    plan of merger and notice to the shareholders of each merging
 5    subsidiary corporation, or upon the written  consent  to  the
 6    merger  or written waiver of the 30 day period by the holders
 7    of all the outstanding shares  of  all  shares  of  all  such
 8    subsidiary  corporations,  the  articles  of  merger shall be
 9    executed by the parent corporation and filed in duplicate  in
10    accordance with Section 1.10 of this Act and shall set forth:
11             (1)  The plan of merger.
12             (2)  The  number of outstanding shares of each class
13        of each merging subsidiary corporation and the number  of
14        such  shares of each class owned immediately prior to the
15        adoption of the plan of merger by the parent corporation.
16             (3)  The date of mailing  a  copy  of  the  plan  of
17        merger and notice of right to dissent to the shareholders
18        of each merging subsidiary corporation.
19        (e)  When  the  provisions  of  this  Section  have  been
20    complied with, the Secretary of State shall file the articles
21    issue a certificate of merger.
22        (f)  Subject  to  Section 11.35 and provided that all the
23    conditions hereinabove set forth have been met, any  domestic
24    corporation  may  be merged into or may merge into itself any
25    foreign corporation in the foregoing manner.
26    (Source: P.A. 88-151.)

27        (805 ILCS 5/11.39)
28        Sec. 11.39.  Merger of domestic corporation  and  limited
29    liability company.
30        (a)  Any one or more domestic corporations may merge with
31    or  into  one  or  more  limited  liability companies of this
32    State, any other state or states of the United States, or the
33    District of Columbia, if the  laws  of  the  other  state  or
 
SB725 Enrolled             -37-               LRB9206483REdvA
 1    states  or  the  District of Columbia permit the merger.  The
 2    domestic  corporation  or  corporations   and   the   limited
 3    liability  company  or  companies  may  merge  with or into a
 4    corporation, which may be any one of these  corporations,  or
 5    they  may  merge  with  or  into a limited liability company,
 6    which may be any one of these  limited  liability  companies,
 7    which  shall  be  a domestic corporation or limited liability
 8    company of this State, any other state of the United  States,
 9    or  the  District  of  Columbia,  which  permits  the  merger
10    pursuant  to  a plan of merger complying with and approved in
11    accordance with this Section.
12        (b)  The plan of merger must set forth the following:
13             (1)  The  names  of  the  domestic  corporation   or
14        corporations  and  limited liability company or companies
15        proposing  to  merge  and  the  name  of   the   domestic
16        corporation  or limited liability company into which they
17        propose to merge, which is designated  as  the  surviving
18        entity.
19             (2)  The terms and conditions of the proposed merger
20        and the mode of carrying the same into effect.
21             (3)  The  manner  and basis of converting the shares
22        of each domestic corporation and the  interests  of  each
23        limited   liability   company   into  shares,  interests,
24        obligations, other securities of the surviving entity  or
25        into  cash  or  other  property or any combination of the
26        foregoing.
27             (4)  In the case of a merger  in  which  a  domestic
28        corporation  is  the surviving entity, a statement of any
29        changes in the articles of incorporation of the surviving
30        corporation to be effected by the merger.
31             (5)  Any  other  provisions  with  respect  to   the
32        proposed  merger  that are deemed necessary or desirable,
33        including provisions, if any, under  which  the  proposed
34        merger  may  be  abandoned  prior  to  the  filing of the
 
SB725 Enrolled             -38-               LRB9206483REdvA
 1        articles of merger by the  Secretary  of  State  of  this
 2        State.
 3        (c)  The  plan required by subsection (b) of this Section
 4    shall be adopted and approved by the constituent  corporation
 5    or corporations in the same manner as is provided in Sections
 6    11.05,  11.15,  and  11.20  of this Act and, in the case of a
 7    limited liability company, in accordance with  the  terms  of
 8    its  operating  agreement, if any, and in accordance with the
 9    laws under which it was formed.
10        (d)  Upon this approval,  articles  of  merger  shall  be
11    executed   by   each   constituent  corporation  and  limited
12    liability company and filed with the Secretary  of  State  as
13    provided  in  Section 11.25 of this Act and shall be recorded
14    with respect to each constituent corporation as  provided  in
15    Section 11.45 of this Act.  The merger shall become effective
16    for  all  purposes  of  the  laws  of  this State when and as
17    provided in Section 11.40 of this Act  with  respect  to  the
18    merger of corporations of this State.
19        (e)  If  the  surviving  entity  is to be governed by the
20    laws of the District of Columbia or any state other than this
21    State, it shall file with the  Secretary  of  State  of  this
22    State an agreement that it may be served with process in this
23    State  in any proceeding for enforcement of any obligation of
24    any constituent corporation or limited liability  company  of
25    this  State,  as well as for enforcement of any obligation of
26    the  surviving  corporation  or  limited  liability   company
27    arising   from  the  merger,  including  any  suit  or  other
28    proceeding to enforce the shareholders right  to  dissent  as
29    provided  in Section 11.70 of this Act, and shall irrevocably
30    appoint the Secretary of State of this State as its agent  to
31    accept   service  of  process  in  any  such  suit  or  other
32    proceedings.
33        (f)  Section 11.50 of this Act shall, insofar  as  it  is
34    applicable,  apply  to  mergers between domestic corporations
 
SB725 Enrolled             -39-               LRB9206483REdvA
 1    and limited liability companies.
 2        (g)  In any merger  under  this  Section,  the  surviving
 3    entity shall not engage in any business or exercise any power
 4    that  a  domestic  corporation  or domestic limited liability
 5    company may not otherwise  engage  in  or  exercise  in  this
 6    State.   Furthermore,  the surviving entity shall be governed
 7    by the ownership and control  restrictions  in  Illinois  law
 8    applicable to that type of entity.
 9    (Source: P.A. 90-424, eff. 1-1-98.)

10        (805 ILCS 5/11.40) (from Ch. 32, par. 11.40)
11        Sec.  11.40.   Effective date of merger, consolidation or
12    exchange. The merger, consolidation or exchange shall  become
13    effective  upon  filing  of  the articles the issuance of the
14    certificate of  merger,  consolidation  or  exchange  by  the
15    Secretary  of  State  or  on a later specified date, not more
16    than 30 days subsequent to the  filing  of  the  articles  of
17    merger, consolidation or exchange issuance of the certificate
18    by  the  Secretary  of  State,  as may be provided for in the
19    plan.
20    (Source: P.A. 88-151.)

21        (805 ILCS 5/11.45) (from Ch. 32, par. 11.45)
22        Sec. 11.45.  Recording of  certificate  and  articles  of
23    merger,  consolidation or exchange. A copy of the articles of
24    merger, consolidation or exchange as filed by  the  Secretary
25    of  State  The  certificate  of  merger  with the copy of the
26    articles of merger affixed thereto by the Secretary of State,
27    or the certificate of consolidation  with  the  copy  of  the
28    articles of consolidation affixed thereto by the Secretary of
29    State,  or  the  certificate of exchange with the copy of the
30    articles of exchange affixed  thereto  by  the  Secretary  of
31    State, shall be returned to the surviving or new or acquiring
32    corporation,  as  the  case may be, or to its representative,
 
SB725 Enrolled             -40-               LRB9206483REdvA
 1    and  such  certificate  and  articles,  or  a  copy   thereof
 2    certified  by  the  Secretary  of  State,  shall be filed for
 3    record within the time prescribed by Section 1.10 of this Act
 4    in the office of the Recorder of each  county  in  which  the
 5    registered   office  of  each  merging  or  consolidating  or
 6    acquiring corporation may be situated, and in the case  of  a
 7    consolidation, in the office of the Recorder of the county in
 8    which  the  registered office of the new corporation shall be
 9    situated and, in the case of a share exchange, in the  office
10    of  the Recorder of the county in which the registered office
11    of the  corporation  whose  shares  were  acquired  shall  be
12    situated.
13    (Source: P.A. 83-1362.)

14        (805 ILCS 5/12.20) (from Ch. 32, par. 12.20)
15        Sec. 12.20.  Articles of dissolution.
16        (a)  When  a voluntary dissolution has been authorized as
17    provided by  this  Act,  articles  of  dissolution  shall  be
18    executed  and  filed  in duplicate in accordance with Section
19    1.10 of this Act and shall set forth:
20             (1)  The name of the corporation.
21             (2)  The date dissolution was authorized.
22             (3)  A post-office address to which may be mailed  a
23        copy  of  any process against the corporation that may be
24        served on the Secretary of State.
25             (4)  A statement of the aggregate number  of  issued
26        shares of the corporation itemized by classes and series,
27        if any, within a class, as of the date of execution.
28             (5)  A statement of the amount of paid-in capital of
29        the corporation as of the date of execution.
30             (6)  Such additional information as may be necessary
31        or  appropriate  in order to determine any unpaid fees or
32        franchise taxes payable by such corporation  as  in  this
33        Act prescribed.
 
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 1             (7)  Where  dissolution  is  authorized  pursuant to
 2        Section  12.05,  a   statement   that   a   majority   of
 3        incorporators  or  majority of directors, as the case may
 4        be, have  consented  to  the  dissolution  and  that  all
 5        provisions of Section 12.05 have been complied with.
 6             (8)  Where  dissolution  is  authorized  pursuant to
 7        Section 12.10, a statement that the holders  of  all  the
 8        outstanding  shares  entitled to vote on dissolution have
 9        consented thereto.
10             (9)  Where dissolution  is  authorized  pursuant  to
11        Section  12.15,  a  statement that a resolution proposing
12        dissolution has been adopted at a meeting of shareholders
13        by the affirmative vote of  the  holders  of  outstanding
14        shares  having  not less than the minimum number of votes
15        necessary to adopt such resolution  as  provided  by  the
16        articles of incorporation.
17        (b)  When  the  provisions  of  this  Section  have  been
18    complied with, the Secretary of State shall file the articles
19    issue a certificate of dissolution.
20        (c)  The  dissolution  is  effective  on  the date of the
21    filing of the articles issuance of the certificate thereof by
22    the Secretary of State.
23    (Source: P.A. 86-985.)

24        (805 ILCS 5/12.25) (from Ch. 32, par. 12.25)
25        Sec.  12.25.    Revocation   of   Dissolution.    (a)   A
26    corporation  may revoke its dissolution within 60 days of the
27    effective date of dissolution  if  the  corporation  has  not
28    begun  to  distribute  its  assets  or  has  not  commenced a
29    proceeding for court-supervision  of  its  winding  up  under
30    Section 12.50.
31        (b)  The   corporation's   board  of  directors,  or  its
32    incorporators if shares have not been issued and the  initial
33    directors   have   not   been   designated,  may  revoke  the
 
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 1    dissolution without shareholder action.
 2        (c)  Within  60  days  after  the  dissolution  has  been
 3    revoked  by  the  corporation,  articles  of  revocation   of
 4    dissolution  shall  be  executed  and  filed  in duplicate in
 5    accordance with Section 1.10 of this Act and shall set forth:
 6        (1)  The name of the corporation.
 7        (2)  The effective  date  of  the  dissolution  that  was
 8    revoked.
 9        (3)  A  statement  that  the corporation has not begun to
10    distribute its assets nor has it commenced a  proceeding  for
11    court-supervision of its winding up.
12        (4)  The   date   the   revocation   of  dissolution  was
13    authorized.
14        (5)  A  statement  that  the   corporation's   board   of
15    directors (or incorporators) revoked the dissolution.
16        (d)  When  the  provisions  of  this  Section  have  been
17    complied with, the Secretary of State shall file the articles
18    issue a certificate of revocation of dissolution.  Failure to
19    file  the revocation of dissolution as required in subsection
20    (c) hereof shall not be grounds for the Secretary of State to
21    reject the filing, but the corporation filing beyond the time
22    period shall pay a penalty as prescribed by this Act.
23        (e)  The revocation of dissolution is  effective  on  the
24    date of filing the issuance of the certificate thereof by the
25    Secretary  of  State and shall relate back and take effect as
26    of the date of issuance of the certificate of dissolution and
27    the  corporation  may  resume  carrying  on  business  as  if
28    dissolution had never occurred.
29    (Source: P.A. 84-1412.)

30        (805 ILCS 5/12.35) (from Ch. 32, par. 12.35)
31        Sec. 12.35.  Grounds for administrative dissolution.  The
32    Secretary   of   State   may   dissolve    any    corporation
33    administratively if:
 
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 1        (a)  It  has  failed  to  file its annual report or final
 2    transition  annual  report  and  pay  its  franchise  tax  as
 3    required by this Act before the first day of the  anniversary
 4    month  or, in the case of a corporation which has established
 5    an extended filing month, the extended filing  month  of  the
 6    corporation  of  the year in which such annual report becomes
 7    due and such franchise tax becomes payable;
 8        (b)  it has failed to file in the office of the Secretary
 9    of State any  report  after  the  expiration  of  the  period
10    prescribed in this Act for filing such report; or
11        (c)  it  has  failed to pay any fees, franchise taxes, or
12    charges prescribed by this Act;
13        (d)  it has misrepresented any  material  matter  in  any
14    application,  report,  affidavit,  or other document filed by
15    the corporation pursuant to this Act; or
16        (e)  (c)  it  has  failed  to  appoint  and  maintain   a
17    registered agent in this State.
18    (Source: P.A. 86-985.)

19        (805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
20        Sec.   12.45.    Reinstatement  following  administrative
21    dissolution.  (a)  A  domestic  corporation  administratively
22    dissolved  under  Section  12.40  may  be  reinstated  by the
23    Secretary of State within five years following  the  date  of
24    issuance of the certificate of dissolution upon:
25        (1)  The filing of an application for reinstatement.
26        (2)  The  filing  with  the  Secretary  of  State  by the
27    corporation of all reports then due and theretofore  becoming
28    due.
29        (3)  The  payment  to  the  Secretary  of  State  by  the
30    corporation  of all fees, franchise taxes, and penalties then
31    due and theretofore becoming due.
32        (b)  The application for reinstatement shall be  executed
33    and  filed  in  duplicate  in accordance with Section 1.10 of
 
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 1    this Act and shall set forth:
 2        (1)  The name of the  corporation  at  the  time  of  the
 3    issuance of the certificate of dissolution.
 4        (2)  If  such name is not available for use as determined
 5    by  the  Secretary  of  State  at  the  time  of  filing  the
 6    application for reinstatement, the name of the corporation as
 7    changed, provided however, and any change of name is properly
 8    effected pursuant to Section 10.05 and Section 10.30 of  this
 9    Act.
10        (3)  The  date  of  the  issuance  of  the certificate of
11    dissolution.
12        (4)  The address, including street and number,  or  rural
13    route number of the registered office of the corporation upon
14    reinstatement  thereof,  and the name of its registered agent
15    at such address upon the reinstatement  of  the  corporation,
16    provided  however, that any change from either the registered
17    office or the registered agent at the time of dissolution  is
18    properly reported pursuant to Section 5.10 of this Act.
19        (c)  When  a  dissolved corporation has complied with the
20    provisions of this Sec the Secretary of State shall file  the
21    application for issue a certificate of reinstatement.
22        (d)  Upon  the  filing of the application for issuance of
23    the certificate of  reinstatement,  the  corporate  existence
24    shall  be  deemed to have continued without interruption from
25    the date of the issuance of the certificate  of  dissolution,
26    and  the  corporation  shall  stand revived with such powers,
27    duties and obligations as if it had not been  dissolved;  and
28    all  acts  and  proceedings  of  its  officers, directors and
29    shareholders, acting or purporting  to  act  as  such,  which
30    would  have  been  legal  and valid but for such dissolution,
31    shall stand ratified and confirmed.
32    (Source: P.A. 86-381.)

33        (805 ILCS 5/12.80) (from Ch. 32, par. 12.80)
 
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 1        Sec. 12.80.  Survival of remedy after  dissolution.   The
 2    dissolution of a corporation either (1) by filing articles of
 3    dissolution in accordance with Section 12.20 of this Act, (2)
 4    by the issuance of a certificate of dissolution in accordance
 5    with Section 12.40 of this Act by the Secretary of State, (3)
 6    or  (2)  by  a  judgment of dissolution by a circuit court of
 7    this State, or  (4)  (3)  by  expiration  of  its  period  of
 8    duration,  shall  not  take  away nor impair any civil remedy
 9    available to or against such corporation, its  directors,  or
10    shareholders,  for  any  right  or  claim  existing,  or  any
11    liability  incurred,  prior  to such dissolution if action or
12    other proceeding thereon is commenced within five years after
13    the date of such dissolution.  Any such action or  proceeding
14    by  or  against the corporation may be prosecuted or defended
15    by the corporation in its corporate name.
16    (Source: P.A. 85-1344.)

17        (805 ILCS 5/13.05) (from Ch. 32, par. 13.05)
18        Sec. 13.05.  Admission of foreign corporation. Except  as
19    provided  in  Article  V  of  the  Illinois Insurance Code, a
20    foreign corporation organized for profit, before it transacts
21    business in  this  State,  shall  procure  a  certificate  of
22    authority  so  to  do  from the Secretary of State. A foreign
23    corporation organized for profit,  upon  complying  with  the
24    provisions  of  this  Act,  may  secure from the Secretary of
25    State the a certificate of authority to transact business  in
26    this  State,  but no foreign corporation shall be entitled to
27    procure a certificate of authority under this Act to  act  as
28    trustee,  executor,  administrator, administrator to collect,
29    or guardian, or in any other like fiduciary capacity in  this
30    State  or  to transact in this State the business of banking,
31    insurance, suretyship, or a business of the  character  of  a
32    building and loan corporation. A foreign professional service
33    corporation may secure a certificate of authority to transact
 
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 1    business  in  this  State  from  the  Secretary of State upon
 2    complying with this Act and demonstrating compliance with the
 3    Act regulating the professional service to be rendered by the
 4    professional  service  corporation.   However,   no   foreign
 5    professional   service   corporation   shall   be  granted  a
 6    certificate  of  authority  unless  it  complies   with   the
 7    requirements  of  the  Professional  Service  Corporation Act
 8    concerning  ownership  and  control  by  specified   licensed
 9    professionals.   These  professionals must be licensed in the
10    state of domicile or this State. A foreign corporation  shall
11    not  be  denied  a  certificate of authority by reason of the
12    fact that the laws of the state under which such  corporation
13    is  organized governing its organization and internal affairs
14    differ from the laws of this State, and nothing in  this  Act
15    contained  shall  be  construed  to  authorize  this State to
16    regulate the organization or the  internal  affairs  of  such
17    corporation.
18    (Source: P.A. 90-424, eff. 1-1-98; 91-593, eff. 8-14-99.)

19        (805 ILCS 5/13.10) (from Ch. 32, par. 13.10)
20        Sec.  13.10.   Powers  of foreign corporation. No foreign
21    corporation shall transact in this State any business which a
22    corporation organized under the laws of  this  State  is  not
23    permitted to transact. A foreign corporation which shall have
24    received  a  certificate  of  authority  to transact business
25    under this Act shall, until a certificate of  revocation  has
26    been  issued  or  an application for of withdrawal shall have
27    been filed issued as provided in this Act,  enjoy  the  same,
28    but   no   greater,  rights  and  privileges  as  a  domestic
29    corporation organized for  the  purposes  set  forth  in  the
30    application  pursuant  to which such certificate of authority
31    is granted issued; and, except as in Section 13.05  otherwise
32    provided  with  respect  to  the  organization  and  internal
33    affairs  of  a foreign corporation and except as elsewhere in
 
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 1    this Act otherwise provided, shall be  subject  to  the  same
 2    duties,  restrictions,  penalties,  and  liabilities  now  or
 3    hereafter   imposed  upon  a  domestic  corporation  of  like
 4    character.
 5    (Source: P.A. 83-1025.)

 6        (805 ILCS 5/13.15) (from Ch. 32, par. 13.15)
 7        Sec. 13.15.  Application for  certificate  of  authority.
 8    (a)  A foreign corporation, in order to procure a certificate
 9    of authority  to  transact  business  in  this  State,  shall
10    execute  and  file  in  duplicate an application therefor, in
11    accordance with Section 1.10 of this Act, and shall also file
12    a copy of its articles of incorporation  and  all  amendments
13    thereto,  duly  authenticated  by  the  proper officer of the
14    state  or  country  wherein   it   is   incorporated.    Such
15    application shall set forth:
16        (1)  The  name  of  the  corporation,  with any additions
17    thereto required in order to comply with Section 4.05 of this
18    Act together with the state or  country  under  the  laws  of
19    which it is organized.
20        (2)  The  date of its incorporation and the period of its
21    duration.
22        (3)  The address, including street and number,  or  rural
23    route number, of its principal office.
24        (4)  The address, including street and number, if any, of
25    its proposed registered office in this State, and the name of
26    its proposed registered agent in this State at such address.
27        (5)  (Blank.)   The names of the states and countries, if
28    any, in  which  it  is  admitted  or  qualified  to  transact
29    business.
30        (6)  The  purpose  or purposes for which it was organized
31    which it proposes to pursue in the transaction of business in
32    this State.
33        (7)  The  names  and  respective  residential  addresses,
 
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 1    including street and number, or rural route  number,  of  its
 2    directors and officers.
 3        (8)  A  statement of the aggregate number of shares which
 4    it has authority to issue, itemized by classes,  and  series,
 5    if any, within a class.
 6        (9)  A  statement  of  the aggregate number of its issued
 7    shares itemized by classes, and  series,  if  any,  within  a
 8    class.
 9        (10)  A statement of the amount of paid-in capital of the
10    corporation, as defined in this Act.
11        (11)  An  estimate, expressed in dollars, of the value of
12    all the property to be owned by it for  the  following  year,
13    wherever  located,  and  an  estimate  of  the  value  of the
14    property to be located within this State  during  such  year,
15    and an estimate, expressed in dollars, of the gross amount of
16    business  which will be transacted by it during such year and
17    an estimate  of  the  gross  amount  thereof  which  will  be
18    transacted  by it at or from places of business in this State
19    during such year.
20        (12)  In  the  case  of  telegraph,   telephone,   cable,
21    railroad, or pipe line corporations, the total length of such
22    telephone,  telegraph,  cable, railroad, or pipe line and the
23    length of the line located in this State, and the total value
24    of such line and the value of such line in this State.
25        (13)  Such additional information as may be necessary  or
26    appropriate  in  order  to  enable  the Secretary of State to
27    determine whether such corporation is entitled to be  granted
28    a certificate of authority to transact business in this State
29    and  to  determine  and assess the franchise taxes, fees, and
30    charges payable as in this Act prescribed.
31        (b)  Such application shall be made on  forms  prescribed
32    and furnished by the Secretary of State.
33        (c)  When  the  provisions  of  this  Section  have  been
34    complied   with,  the  Secretary  of  State  shall  file  the
 
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 1    application for issue a certificate of authority.
 2    (Source: P.A. 85-1269.)

 3        (805 ILCS 5/13.20) (from Ch. 32, par. 13.20)
 4        Sec. 13.20.  Effect of certificate of authority. Upon the
 5    filing of the application for issuance of  a  certificate  of
 6    authority  by  the  Secretary of State, the corporation shall
 7    have the right to transact business in this State  for  those
 8    purposes  set  forth in its application, subject, however, to
 9    the right of this State to  revoke  such  right  to  transact
10    business in this State as provided in this Act.
11    (Source: P.A. 83-1025.)

12        (805 ILCS 5/13.25) (from Ch. 32, par. 13.25)
13        Sec.  13.25.  Change  of  name  by  foreign  corporation.
14    Whenever  a foreign corporation which is admitted to transact
15    business in this State shall change its  name  to  one  under
16    which a certificate of authority to transact business in this
17    State would not be granted to it on application therefor, the
18    authority  of  such  corporation to transact business in this
19    State shall be suspended and it shall not thereafter transact
20    any business in this State until it has changed its name to a
21    name which is available to it under the laws of this State or
22    until it has adopted an assumed corporate name in  accordance
23    with Section 4.15 of this Act.
24    (Source: P.A. 83-1025.)

25        (805 ILCS 5/13.30) (from Ch. 32, par. 13.30)
26        Sec.  13.30.   Amendment  to articles of incorporation of
27    foreign corporation.  Each foreign corporation authorized  to
28    transact  business  in  this  State, whenever its articles of
29    incorporation are amended, shall forthwith file in the office
30    of the Secretary of State  a  copy  of  such  amendment  duly
31    authenticated  by  the proper officer of the State or country
 
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 1    under the laws of which such corporation  is  organized;  but
 2    the  filing  thereof shall not of itself enlarge or alter the
 3    purpose or purposes which such corporation is  authorized  to
 4    pursue  in  the  transaction  of  business in this State, nor
 5    authorize such corporation to transact business in this State
 6    under  any  other  name  than  the  name  set  forth  in  its
 7    application for certificate  of  authority,  nor  extend  the
 8    duration of its corporate existence.
 9    (Source: P.A. 83-1025.)

10        (805 ILCS 5/13.35) (from Ch. 32, par. 13.35)
11        Sec.  13.35.  Merger of foreign corporation authorized to
12    transact  business  in  this  state.   Whenever   a   foreign
13    corporation  authorized  to  transact  business in this State
14    shall be a party to a statutory merger permitted by the  laws
15    of the state or country under which it is organized, and such
16    corporation  shall  be  the  surviving  corporation, it shall
17    forthwith file with the Secretary of  State  a  copy  of  the
18    articles  of  merger duly authenticated by the proper officer
19    of the  state  or  country  under  the  laws  of  which  such
20    statutory  merger was effected; and it shall not be necessary
21    for such corporation to procure either a new  or  an  amended
22    certificate  of  authority to transact business in this State
23    unless the name of such corporation or the  duration  of  its
24    corporate   existence   be  changed  thereby  or  unless  the
25    corporation  desires  to  pursue  in  this  State  other   or
26    additional purposes than those which it is then authorized to
27    transact in this State.
28    (Source: P.A. 83-1025.)

29        (805 ILCS 5/13.40) (from Ch. 32, par. 13.40)
30        Sec.  13.40.  Amended certificate of authority. A foreign
31    corporation authorized to transact  business  in  this  State
32    shall  secure an amended certificate of authority to do so in
 
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 1    the event it changes its corporate name, changes the duration
 2    of its corporate existence, or  desires  to  pursue  in  this
 3    State  other  or  additional purposes than those set forth in
 4    its prior application for  a  certificate  of  authority,  by
 5    making application therefor to the Secretary of State.
 6        The application shall set forth:
 7             (1)  The name of the corporation, with any additions
 8        required  in  order  to  comply with Section 4.05 of this
 9        Act, together with the state or country under the laws of
10        which it is organized.
11             (2)  The change to be effected.
12    (Source: P.A. 88-151.)

13        (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
14        Sec. 13.45. Withdrawal of foreign corporation.  A foreign
15    corporation authorized to transact business in this State may
16    withdraw from this State upon filing with procuring from  the
17    Secretary  of  State  an  application  for  a  certificate of
18    withdrawal.   In  order  to  procure   such  certificate   of
19    withdrawal, the such foreign corporation shall either:
20             (a)  execute  and  file  in duplicate, in accordance
21        with  Section  1.10  of  this  Act,  an  application  for
22        withdrawal and a final report, which shall set forth:
23                  (1)  that no proportion of  its  issued  shares
24             is, on the date of the such application, represented
25             by  business  transacted or property located in this
26             State;.
27                  (2)  that  it  surrenders  its   authority   to
28             transact business in this State;.
29                  (3)  that  it  revokes  the  authority  of  its
30             registered  agent in this State to accept service of
31             process and consents that service of process in  any
32             suit,  action, or proceeding based upon any cause of
33             action arising in this State  during  the  time  the
 
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 1             corporation  was  licensed  to  transact business in
 2             this State  may  thereafter  be  made  on  the  such
 3             corporation  by  service thereof on the Secretary of
 4             State;.
 5                  (4)  a post-office  address  to  which  may  be
 6             mailed a copy of any process against the corporation
 7             that may be served on the Secretary of State;.
 8                  (5)  the  name of the corporation and the state
 9             or country under the laws of which it is organized;.
10                  (6)  a statement of  the  aggregate  number  of
11             issued   shares   of  the  corporation  itemized  by
12             classes, and series, if any, within a class,  as  of
13             the date of the such final report;.
14                  (7)  a  statement  of  the  amount  of  paid-in
15             capital  of  the  corporation  as of the date of the
16             such final report; and.
17                  (8)  such  additional  information  as  may  be
18             necessary or appropriate  in  order  to  enable  the
19             Secretary  of  State  to  determine  and  assess any
20             unpaid fees or franchise taxes payable by  the  such
21             foreign   corporation  as  prescribed  in  this  Act
22             prescribed; or
23             (b)  if it has been dissolved, file a  copy  of  the
24        articles  of dissolution duly authenticated by the proper
25        officer of the state or country under the laws  of  which
26        the such corporation was organized.
27        (c) The  application  for withdrawal and the final report
28    shall be made  on  forms  prescribed  and  furnished  by  the
29    Secretary of State.
30        (d) When the corporation has complied with subsection (a)
31    or (b) of this Section, the Secretary of State shall file the
32    application  for issue a certificate of withdrawal and mail a
33    copy  of  the  application  to   the   corporation   or   its
34    representative.   If the provisions of subsection (b) of this
 
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 1    Section have been followed, the Secretary of State shall file
 2    the copy of the articles of dissolution in his or her  office
 3    with  one  copy  of  the  certificate  of  withdrawal affixed
 4    thereto, mail the original certificate to the corporation  or
 5    its representative.
 6        Upon  the  filing of the application for issuance of such
 7    certificate  of  withdrawal  or  copy  of  the  articles   of
 8    dissolution,  the  authority  of  the corporation to transact
 9    business in this State shall cease.
10    (Source: P.A. 91-464, eff. 1-1-00; revised 3-21-00.)

11        (805 ILCS 5/13.50) (from Ch. 32, par. 13.50)
12        Sec. 13.50. Grounds  for  revocation  of  certificate  of
13    authority.   The   certificate  of  authority  of  a  foreign
14    corporation to transact business in this State may be revoked
15    by the Secretary of State:
16        (a)  Upon the failure of an officer or director  to  whom
17    interrogatories  have  been  propounded  by  the Secretary of
18    State as provided in this Act, to answer the same  fully  and
19    to file such answer in the office of the Secretary of State.
20        (b)  If  the answer to such interrogatories discloses, or
21    if the fact is otherwise ascertained, that the proportion  of
22    the   sum   of   the  paid-in  capital  of  such  corporation
23    represented in this State is greater than the amount on which
24    such corporation has  theretofore  paid  fees  and  franchise
25    taxes, and the deficiency therein is not paid.
26        (c)  If  the  corporation  for  a  period of one year has
27    transacted no business and has had no  tangible  property  in
28    this State as revealed by its annual reports.
29        (d)  Upon  the failure of the corporation to keep on file
30    in the office of the Secretary of  State  duly  authenticated
31    copies of each amendment to its articles of incorporation.
32        (e)  Upon  the  failure of the corporation to appoint and
33    maintain a registered agent in this State.
 
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 1        (f)  Upon the failure of  the  corporation  to  file  for
 2    record  in  the office of the recorder of the county in which
 3    its  registered  office  is  situated,  its  certificate   of
 4    authority or any amended certificate of authority to transact
 5    business  in  this  State,  or  any appointment of registered
 6    agent.
 7        (g)  Upon the failure of  the  corporation  to  file  any
 8    report after the period prescribed by this Act for the filing
 9    of such report.
10        (h)  Upon the failure of the corporation to pay any fees,
11    franchise taxes, or charges prescribed by this Act.
12        (i)  For  misrepresentation of any material matter in any
13    application, report, affidavit, or other  document  filed  by
14    such corporation pursuant to this Act.
15        (j)  Upon  the  failure  of  the corporation to renew its
16    assumed name or to apply to change its assumed name  pursuant
17    to  the provisions of this Act, when the corporation can only
18    transact business within this State under its assumed name in
19    accordance with the provisions of Section 4.05 of this Act.
20        (k)  When under the provisions of the "Consumer Fraud and
21    Deceptive Business Practices Act" a court has found that  the
22    corporation substantially and willfully violated such Act.
23    (Source: P.A. 83-1362.)

24        (805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
25        Sec.  13.55.   Procedure for revocation of certificate of
26    authority. (a) After the Secretary of State  determines  that
27    one  or  more  grounds  exist  under  Section  13.50  for the
28    revocation  of  a  certificate  of  authority  of  a  foreign
29    corporation, he or she shall send by  regular  mail  to  each
30    delinquent   corporation  a  Notice  of  Delinquency  to  its
31    registered office, or,  if  the  corporation  has  failed  to
32    maintain  a registered office, then to the president or other
33    principal officer at the last known office of said officer.
 
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 1        (b)  If the corporation  does  not  correct  the  default
 2    within  90 days following such notice, the Secretary of State
 3    shall thereupon revoke the certificate of  authority  of  the
 4    corporation  by  issuing  a  certificate  of  revocation that
 5    recites the grounds for revocation and  its  effective  date.
 6    The  Secretary  of  State  shall  file  the  original  of the
 7    certificate in his or  her  office,  mail  one  copy  to  the
 8    corporation  at  its  registered office and file one copy for
 9    record in the office of the recorder of the county  in  which
10    the  registered  office  of  the corporation in this State is
11    situated, to be recorded by such recorder. The recorder shall
12    submit for payment to the Secretary of State, on a  quarterly
13    basis, the amount of filing fees incurred.
14        (c)  Upon  the issuance of the certificate of revocation,
15    the authority of the corporation to transact business in this
16    State shall cease and  such  revoked  corporation  shall  not
17    thereafter carry on any business in this State.
18    (Source: P.A. 85-1269.)

19        (805 ILCS 5/13.60) (from Ch. 32, par. 13.60)
20        Sec.  13.60.   Reinstatement  following revocation. (a) A
21    foreign  corporation  revoked  under  Section  13.55  may  be
22    reinstated by  the  Secretary  of  State  within  five  years
23    following   the  date  of  issuance  of  the  certificate  of
24    revocation upon:
25        (1)  The filing of an application for reinstatement.
26        (2)  The filing  with  the  Secretary  of  State  by  the
27    corporation  of all reports then due and theretofore becoming
28    due.
29        (3)  The  payment  to  the  Secretary  of  State  by  the
30    corporation of all fees, franchise taxes, and penalties  then
31    due and theretofore becoming due.
32        (b)  The  application for reinstatement shall be executed
33    and filed in duplicate in accordance  with  Section  1.10  of
 
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 1    this Act and shall set forth:
 2        (1)  The  name  of  the  corporation  at  the time of the
 3    issuance of the certificate of revocation.
 4        (2)  If such name is not available for use as  determined
 5    by  the  Secretary  of  State  at  the  time  of  filing  the
 6    application for reinstatement, the name of the corporation as
 7    changed;  provided,  however,  that  any  change  of  name is
 8    properly effected pursuant to Section 13.30 and Section 13.40
 9    of this Act.
10        (3)  The date of  the  issuance  of  the  certificate  of
11    revocation.
12        (4)  The  address,  including street and number, or rural
13    route number, of the registered  office  of  the  corporation
14    upon  reinstatement  thereof,  and the name of its registered
15    agent  at  such  address  upon  the  reinstatement   of   the
16    corporation;  provided,  however, that any change from either
17    the registered office or the registered agent at the time  of
18    revocation  is  properly reported pursuant to Section 5.10 of
19    this act.
20        (c)  When a revoked corporation  has  complied  with  the
21    provisions of this Section, the Secretary of State shall file
22    the application for issue a certificate of reinstatement.
23        (d)  Upon  the  filing of the application for issuance of
24    the  certificate  of  reinstatement,  the  authority  of  the
25    corporation to transact  business  in  this  State  shall  be
26    deemed  to  have continued without interruption from the date
27    of the issuance of the certificate  of  revocation,  and  the
28    corporation  shall  stand  revived  as  if its certificate of
29    authority had not been revoked; and all acts and  proceedings
30    of  its  officers,  directors  and  shareholders,  acting  or
31    purporting  to  act  as such, which would have been legal and
32    valid but for  such  revocation,  shall  stand  ratified  and
33    confirmed.
34    (Source: P.A. 85-1269.)
 
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 1        (805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
 2        Sec.  13.70.  Transacting business without certificate of
 3    authority.
 4        (a)  No foreign corporation transacting business in  this
 5    State  without  a  certificate  of  authority  to  do  so  is
 6    permitted  to  maintain  a  civil action in any court of this
 7    State, until the corporation obtains that  a  certificate  of
 8    authority.  Nor  shall  a  civil  action be maintained in any
 9    court of this State by  any  successor  or  assignee  of  the
10    corporation  on any right, claim or demand arising out of the
11    transaction of business by the  corporation  in  this  State,
12    until a certificate of authority to transact business in this
13    State is obtained by the corporation or by a corporation that
14    has acquired all or substantially all of its assets.
15        (b)  The  failure  of  a  foreign corporation to obtain a
16    certificate of authority to transact business in  this  State
17    does  not  impair  the validity of any contract or act of the
18    corporation,  and  does  not  prevent  the  corporation  from
19    defending any action in any court of this State.
20        (c)  A foreign corporation  that  transacts  business  in
21    this  State  without  a certificate of authority is liable to
22    this State, for the years or parts thereof  during  which  it
23    transacted  business  in  this State without a certificate of
24    authority, in an amount equal to all fees,  franchise  taxes,
25    penalties  and  other charges that would have been imposed by
26    this Act upon the corporation had it  duly  applied  for  and
27    received  a  certificate of authority to transact business in
28    this State as required by this Act, but  failed  to  pay  the
29    franchise  taxes  that  would have been computed thereon, and
30    thereafter filed all reports required by this Act; and, if  a
31    corporation  fails  to  file  an  application  for  obtain  a
32    certificate  of  authority  within 60 days after it commences
33    business in this State, in addition thereto it is liable  for
34    a  penalty  of  either 10% of the filing fee, license fee and
 
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 1    franchise taxes or $200 plus $5.00 for each month or fraction
 2    thereof in which it has continued  to  transact  business  in
 3    this  State  without  a  certificate  of  authority therefor,
 4    whichever penalty is  greater.  The  Attorney  General  shall
 5    bring proceedings to recover all amounts due this State under
 6    this Section.
 7    (Source: P.A. 87-516.)

 8        (805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
 9        Sec.   14.05.   Annual  report  of  domestic  or  foreign
10    corporation.  Each domestic corporation organized  under  any
11    general  law  or  special  act  of this State authorizing the
12    corporation   to   issue   shares,   other   than   homestead
13    associations,  building  and  loan  associations,  banks  and
14    insurance companies (which includes a  syndicate  or  limited
15    syndicate  regulated  under  Article  V  1/2  of the Illinois
16    Insurance Code or member of a group of underwriters regulated
17    under Article V of that Code), and each  foreign  corporation
18    (except  members  of  a group of underwriters regulated under
19    Article V of  the  Illinois  Insurance  Code)  authorized  to
20    transact  business in this State, shall file, wi