Full Text of SB3211 96th General Assembly
SB3211eng 96TH GENERAL ASSEMBLY
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| AN ACT concerning business.
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| Be it enacted by the People of the State of Illinois,
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| represented in the General Assembly:
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| Section 5. The Business Corporation Act of 1983 is amended | 5 |
| by changing Sections 1.10, 1.70, 2A.10, 4.15, 5.10, 5.20, | 6 |
| 11.39, 12.40, 12.65, 13.50, 13.55, and 16.05 as follows:
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| (805 ILCS 5/1.10) (from Ch. 32, par. 1.10)
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| Sec. 1.10. Forms, execution, acknowledgment and filing.
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| (a) All reports
required by this Act to be filed in the | 10 |
| office of the Secretary of State
shall be made on forms which | 11 |
| shall be prescribed and furnished by the Secretary
of State. | 12 |
| Forms for all other documents to be filed in the office of the
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| Secretary of State shall be furnished by the Secretary of State | 14 |
| on request
therefor, but the use thereof, unless otherwise | 15 |
| specifically prescribed
in this Act, shall not be mandatory.
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| (b) Whenever any provision of this Act specifically | 17 |
| requires any document
to be executed by the corporation in | 18 |
| accordance with this Section, unless
otherwise specifically | 19 |
| stated in this Act and subject to any additional
provisions of | 20 |
| this Act, such document shall be executed, in ink, as follows:
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| (1) The articles of incorporation, and any other | 22 |
| document to be filed
before the election of the initial | 23 |
| board of directors if the initial directors
were not named |
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| in the articles of incorporation, shall be signed by the
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| incorporator or incorporators.
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| (2) All other documents shall be signed:
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| (i) By the president, a vice-president, the | 5 |
| secretary, an assistant
secretary,
the treasurer, or | 6 |
| other officer duly authorized by the board of directors | 7 |
| of
the
corporation to execute the document; or
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| (ii) If it shall appear from the document that | 9 |
| there are no such
officers,
then by a majority of the | 10 |
| directors or by such directors as may be designated
by | 11 |
| the board; or
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| (iii) If it shall appear from the document that | 13 |
| there are no such
officers
or directors, then by the | 14 |
| holders of record, or such of them as may be
designated
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| by the holders of record of a majority of all | 16 |
| outstanding shares; or
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| (iv) By the holders of all outstanding shares; or
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| (v) If the corporate assets are in the possession | 19 |
| of a receiver, trustee
or other court appointed | 20 |
| officer, then by the fiduciary or the majority
of them | 21 |
| if there are more than one.
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| (c) The name of a person signing the document and the | 23 |
| capacity in which
he or she signs shall be stated beneath or | 24 |
| opposite his or her signature.
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| (d) Whenever any provision of this Act requires any | 26 |
| document to be verified,
such requirement is satisfied by |
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| either:
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| (1) The formal acknowledgment by the person or
one of | 3 |
| the persons signing
the instrument that it is his or her | 4 |
| act and deed or the act and deed of
the corporation, as the | 5 |
| case may be, and that the facts stated therein are
true. | 6 |
| Such acknowledgment shall be made before a
person who is | 7 |
| authorized
by the law of the place of execution to take | 8 |
| acknowledgments of deeds and
who, if he or she has a seal | 9 |
| of office, shall affix it to the instrument.
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| (2) The signature, without more, of the person or | 11 |
| persons signing the
instrument, in which case such | 12 |
| signature or signatures shall constitute
the affirmation | 13 |
| or acknowledgment of the signatory,
under penalties of
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| perjury, that the instrument is his or her act and deed or | 15 |
| the act and deed
of the corporation, as the case may be, | 16 |
| and that the facts stated therein are
true.
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| (e) Whenever any provision of this Act requires any | 18 |
| document to be filed
with the Secretary of State or in | 19 |
| accordance with this Section, such
requirement
means that:
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| (1) The original signed document, and if in duplicate | 21 |
| as
provided by this Act, one true copy, which may be
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| signed, carbon or photocopy,
shall be delivered to the | 23 |
| office of the Secretary of State.
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| (2) All fees, taxes and charges authorized by law to be | 25 |
| collected by the
Secretary of State in connection with the | 26 |
| filing of the document shall be
tendered to the Secretary |
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| of State.
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| (3) If the Secretary of State finds that the document | 3 |
| conforms to law,
he or she shall, when all fees, taxes and | 4 |
| charges have been paid as in this
Act prescribed:
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| (i) Endorse on the original and on the true copy, | 6 |
| if any, the
word "filed"
and the month, day and year | 7 |
| thereof;
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| (ii) File the original in his or her office;
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| (iii) (Blank); or
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| (iv) If the filing is in duplicate, he or she shall | 11 |
| return one true
copy ,
with a certificate, if any, | 12 |
| affixed
thereto, to the corporation or its | 13 |
| representative
who shall file such document for record | 14 |
| in the office of the recorder of
the county in which | 15 |
| the registered office of the corporation is
situated in | 16 |
| this State within 15 days after the mailing thereof by | 17 |
| the
Secretary
of State, unless such document cannot | 18 |
| with reasonable diligence be filed within
such
time, in | 19 |
| which case it shall be filed as soon thereafter as may | 20 |
| be reasonably
possible .
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| (f) If another Section of this Act specifically prescribes | 22 |
| a manner of
filing or executing a specified document which | 23 |
| differs from the
corresponding provisions
of this Section, then | 24 |
| the provisions of such other Section shall govern.
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| (Source: P.A. 92-33, eff. 7-1-01.)
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| (805 ILCS 5/1.70) (from Ch. 32, par. 1.70)
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| Sec. 1.70. Miscellaneous applications.
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| (a) Application to existing
corporations organized under | 4 |
| general laws. The provisions of this Act shall
apply to all | 5 |
| existing corporations, including
public utility corporations, | 6 |
| organized under any general law of this State
providing for the | 7 |
| organization of corporations for a purpose or purposes
for | 8 |
| which a corporation might be organized under this Act.
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| (b) Application to existing corporations organized under | 10 |
| special Acts. All
corporations, including public utility | 11 |
| corporations, heretofore organized
for profit under any | 12 |
| special law of this State, for a purpose or purposes
for which | 13 |
| a corporation might be organized under this Act, shall be | 14 |
| entitled
to the rights, privileges, immunities, and franchises | 15 |
| provided by this Act.
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| (c) Application of Act to domestic railroad corporations. | 17 |
| Corporations
organized under the laws of this State for the | 18 |
| purpose of operating any
railroad in this State shall be | 19 |
| subject to the following provisions of this
Act regardless of | 20 |
| whether or not such corporations have been reincorporated
under | 21 |
| provisions of this Act:
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| (1) Section 3.10(m), relating to the donations for the | 23 |
| public welfare
or for charitable, scientific, religious or | 24 |
| educational purposes.
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| (2) Sections 12.05, 12.10, 12.15, 12.20, 12.25 and | 26 |
| 12.30, relating to
voluntary dissolution.
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| (3) Sections 12.35, 12.40, 12.45 and 12.50(a), | 2 |
| relating to administrative
or judicial dissolution.
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| (4) Section 12.80 relating to survival of remedy after | 4 |
| dissolution.
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| (5) Sections 14.05 and 14.10 relating to annual report | 6 |
| of domestic
corporations.
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| (6) Section 14.20 relating to reports of domestic | 8 |
| corporations with
respect
to issuance of shares.
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| (7) Sections 16.50 and 16.10 relating to penalties for | 10 |
| failure to file
reports.
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| (8) Sections 1.05, 1.10, 1.20, 1.25, 1.35, 1.40, 1.45, | 12 |
| 7.10, 7.20, 8.45,
15.05, 15.10, 15.15, 15.20, 15.25, 15.30, | 13 |
| 15.35, 15.40, 15.45, 15.50, 15.80
and 15.85 relating to | 14 |
| fees for filing documents and issuing certificates,
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| license fees, franchise taxes, and miscellaneous charges | 16 |
| payable by domestic
corporations, recording documents, | 17 |
| waiver of notice, action by shareholders,
and or informal | 18 |
| action by directors, appeal from Secretary of State, | 19 |
| receipt
in evidence of certificates and certified copies of | 20 |
| certain document forms,
and powers of Secretary of State.
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| Corporations organized under the provisions of this Act, or | 22 |
| which were
organized under the provisions of any other general | 23 |
| or special laws of this
State and later reincorporated under | 24 |
| the provisions of this Act, for the
purpose of operating any | 25 |
| railroad in this State, shall be entitled to the
rights, | 26 |
| privileges, immunities, and franchises provided by this Act and
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| shall be in all respects governed by this Act unless otherwise | 2 |
| specified
herein.
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| (d) Application to co-operative associations. Any | 4 |
| corporation organized
under any general or special law of this | 5 |
| State
as a co-operative association shall be entitled to the | 6 |
| benefits of this Act
and shall be subject to all the provisions | 7 |
| hereof, in so far as they are
not in conflict with the general | 8 |
| law or special Act under which it was
organized, upon the | 9 |
| holders of two-thirds of its outstanding shares
having voted to | 10 |
| accept the benefits of this Act and to be subject to all
the | 11 |
| provisions hereof, except in so far as they may be in conflict | 12 |
| with the
general or special law under which it was organized, | 13 |
| and the filing in
the office of the Secretary of State of a | 14 |
| certificate setting forth such
fact. Such certificate shall be | 15 |
| executed by such co-operative association
by its president or | 16 |
| vice-president, and verified by him or her, attested by its
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| secretary or an assistant
secretary. The notice of the meeting | 18 |
| at which such vote is taken, which may
be either an annual or a | 19 |
| special meeting of shareholders, shall set forth
that a vote | 20 |
| will be taken at such meeting on the acceptance by such
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| co-operative association of the provisions of this Act.
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| (e) Application of Act in certain cases. Nothing contained | 23 |
| in this Act
shall be held or construed to:
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| (1) Authorize or permit the Illinois Central Railroad | 25 |
| Company to sell
the railway constructed under its charter | 26 |
| approved February 10, 1851, or
to mortgage the same except |
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| subject to the rights of the State under its
contract with | 2 |
| said company, contained in its said charter, or to dissolve
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| its corporate existence, or to relieve itself or its | 4 |
| corporate property
from its obligations to the State, under | 5 |
| the provisions of said charter;
nor shall anything herein | 6 |
| contained be so construed as to in any manner
relieve or | 7 |
| discharge any railroad company, organized under the laws of | 8 |
| this
State, from the duties or obligations imposed by | 9 |
| virtue of any statute now
in force or hereafter enacted.
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| (2) Alter, modify, release, or impair the rights of | 11 |
| this State as now
reserved to it in any railroad charter | 12 |
| heretofore granted, or to affect in
any way the rights or | 13 |
| obligations of any railroad company derived from or
imposed | 14 |
| by such charter.
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| (3) Alter, modify, or repeal any of the provisions of | 16 |
| the Public
Utilities Act. The term "public utility" or
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| "public utilities" as used in this Act shall be the same as | 18 |
| defined in the
Public Utilities Act.
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| (f) Application of Act to foreign and interstate commerce. | 20 |
| The provisions
of this Act shall apply to commerce with foreign | 21 |
| nations
and among the several states only in so far as the same | 22 |
| may be permitted
under the provisions of the Constitution of | 23 |
| the United States.
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| (g) Requirement before incorporation of trust company. | 25 |
| Articles of
incorporation for the organization of a corporation | 26 |
| for the purpose of
accepting and executing trusts shall not be |
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| filed by the Secretary of State
until there is delivered to him | 2 |
| or her a statement executed by the Commissioner
of Banks and | 3 |
| Real Estate that the incorporators of
the corporation have made | 4 |
| arrangements with the Commissioner of
Banks and Real Estate to | 5 |
| comply with the Corporate
Fiduciary Act.
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| (h) Application of certain existing acts. Corporations | 7 |
| organized under the
laws of this State for the purpose of | 8 |
| accepting and executing trusts shall be
subject to the | 9 |
| provisions of the Corporate Fiduciary Act.
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| Corporations organized for the purpose of building, | 11 |
| operating, and
maintaining within this State any levee, canal, | 12 |
| or tunnel for agricultural,
mining, or sanitary purposes, shall | 13 |
| be subject to the provisions of the
Corporation Canal | 14 |
| Construction Act.
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| In any profession or occupation licensed by the Illinois | 16 |
| Department of
Agriculture, the Department may, in determining | 17 |
| financial ratios and allowable
assets, disregard notes and | 18 |
| accounts receivable to the corporate licensee
from its officers | 19 |
| or directors or a parent or subsidiary corporation of
such | 20 |
| licensee or any receivable owing to a licensee corporation from | 21 |
| an
unincorporated division of the licensee or any share | 22 |
| subscription right
owing to a corporation from its | 23 |
| shareholders.
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| (Source: P.A. 88-151; 89-508, eff. 7-3-96.)
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| (805 ILCS 5/2A.10) (from Ch. 32, par. 2A.10)
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| Sec. 2A.10.
Election of existing corporation to become a | 2 |
| close
corporation. Any corporation whose issued and | 3 |
| outstanding shares are
subject, or upon election shall be | 4 |
| subject, to one or more of the
restrictions on transfer set | 5 |
| forth in Section 6.55 may become a close
corporation by | 6 |
| executing and , filing and recording , in accordance with | 7 |
| Sections
1.10 and 10.20 of this Act, articles of amendment of | 8 |
| its articles of
incorporation which shall contain a statement | 9 |
| required by Section 2A.05 to
appear in the articles of | 10 |
| incorporation of a close corporation.
Such amendment shall be | 11 |
| adopted in accordance with the requirements of
Section 10.20 of | 12 |
| this Act, except that, subsection (d) of Section 10.20
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| notwithstanding, it must be approved unanimously in writing or | 14 |
| by the vote
of the holders of record of all the outstanding | 15 |
| shares of each class of
the corporation.
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| (Source: P.A. 86-1328.)
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| (805 ILCS 5/4.15) (from Ch. 32, par. 4.15)
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| Sec. 4.15. Assumed corporate name.
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| (a) A domestic corporation or a
foreign corporation | 20 |
| admitted to transact business or attempting to gain
admission | 21 |
| to transact business may elect to adopt an assumed corporate | 22 |
| name
that complies with the requirements of paragraphs (2), | 23 |
| (3), (4), (5), (6), and (9)
of subsection (a) of Section 4.05 | 24 |
| of this Act with respect to corporate names.
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| (b) As used in this Act, "assumed corporate name" means any |
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| corporate
name other than the true corporate name, except that | 2 |
| the following shall
not constitute the use of an assumed | 3 |
| corporate name under this Act:
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| (1) the identification by a corporation of its business | 5 |
| with a trademark
or service mark of which it is the owner | 6 |
| or licensed user; and
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| (2) the use of a name of a division, not separately | 8 |
| incorporated and not
containing the word "corporation", | 9 |
| "incorporated", or "limited" or an
abbreviation of one of | 10 |
| such words, provided the corporation also clearly
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| discloses its corporate name.
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| (c) Before transacting any business in this State under an | 13 |
| assumed corporate
name or names, the corporation shall, for | 14 |
| each assumed corporate name, pursuant
to resolution by its | 15 |
| board of directors, execute and file in duplicate in
accordance | 16 |
| with Section 1.10 of this Act, an application setting forth:
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| (1) The true corporate name.
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| (2) The state or country under the laws of which it is | 19 |
| organized.
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| (3) That it intends to transact business under an | 21 |
| assumed corporate name.
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| (4) The assumed corporate name which it proposes to | 23 |
| use.
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| (d) The right to use an assumed corporate name shall be | 25 |
| effective from
the date of filing by the Secretary of State | 26 |
| until the first day of the
anniversary month of the corporation |
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| that falls within the next calendar
year evenly divisible by 5, | 2 |
| however, if an application is filed within
the 2 months | 3 |
| immediately preceding the anniversary month of a corporation
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| that falls within a calendar year evenly divisible by 5, the | 5 |
| right
to use the assumed corporate name shall be effective | 6 |
| until the first day of the
anniversary month of the corporation | 7 |
| that falls within the next succeeding
calendar year evenly | 8 |
| divisible by 5.
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| (e) A corporation shall renew the right to use its assumed | 10 |
| corporate name
or names, if any, within the 60 days preceding | 11 |
| the expiration of such
right, for a period of 5 years, by | 12 |
| making an election to do so at
the time of filing its annual | 13 |
| report form and by paying the renewal fee as
prescribed by this | 14 |
| Act.
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| (f) (Blank). Once an application for an assumed corporate | 16 |
| name has been filed by
the Secretary of State, one copy thereof | 17 |
| may be filed for record in the
office of the recorder of the | 18 |
| county in which the registered office of the
corporation is | 19 |
| situated in this State.
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| (g) A foreign corporation may not use an assumed or | 21 |
| fictitious name in the
conduct of its business to intentionally | 22 |
| misrepresent the geographic origin or
location of the | 23 |
| corporation within Illinois.
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| (Source: P.A. 96-7, eff. 4-3-09.)
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| (805 ILCS 5/5.10) (from Ch. 32, par. 5.10)
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| Sec. 5.10. Change of registered office or registered agent.
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| (a) A domestic corporation or a foreign corporation may | 3 |
| from time to
time
change the address of its registered office.
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| A domestic corporation or a foreign corporation
shall change | 5 |
| its registered agent if the office of registered agent shall
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| become vacant for any reason, or if its registered agent | 7 |
| becomes disqualified
or incapacitated to act, or if the | 8 |
| corporation revokes the appointment of
its registered agent.
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| (b) A domestic corporation or a foreign corporation may | 10 |
| change the address
of its registered office or change its | 11 |
| registered agent, or both, by executing
and filing,
in | 12 |
| duplicate, in accordance with Section 1.10 of this Act a | 13 |
| statement setting
forth:
| 14 |
| (1) The name of the corporation.
| 15 |
| (2) The address, including street and number, or rural | 16 |
| route number, of
its
then registered office.
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| (3) If the address of its registered office be changed, | 18 |
| the
address, including
street and number, or rural route | 19 |
| number, to which the
registered office is to be changed.
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| (4) The name of its then registered agent.
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| (5) If its registered agent be changed, the name of its
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| successor registered agent.
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| (6) That the address of its registered office and the
| 24 |
| address of the business
office of its registered agent, as | 25 |
| changed, will be identical.
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| (7) That such change was authorized by resolution duly |
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| adopted by the
board of directors.
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| (c) (Blank).
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| (d) (Blank). If the registered office is changed from one | 4 |
| county to another county,
then the corporation shall also file | 5 |
| for record within the time prescribed
by this Act in the office | 6 |
| of the recorder of the county to which
such registered office | 7 |
| is changed:
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| (1) In the case of a domestic corporation:
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| (i) A copy of its articles of incorporation | 10 |
| certified by the
Secretary of State.
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| (ii) A copy of the statement of change of address | 12 |
| of its registered
office,
certified by the Secretary of | 13 |
| State.
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| (2) In the case of a foreign corporation:
| 15 |
| (i) A copy of its application for authority to
| 16 |
| transact business in this
State, certified
by the | 17 |
| Secretary of State.
| 18 |
| (ii) A copy of all amendments to such authority, if
| 19 |
| any,
likewise certified by the Secretary of State.
| 20 |
| (iii) A copy of the statement of change of address | 21 |
| of its registered
office
certified by the Secretary of | 22 |
| State.
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| (e) The change of address of the registered office, or the | 24 |
| change of
registered
agent, or both, as the case may be, shall | 25 |
| become effective upon the filing
of such statement by the | 26 |
| Secretary of State.
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| (Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
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| (805 ILCS 5/5.20) (from Ch. 32, par. 5.20)
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| Sec. 5.20. Change of Address of Registered Agent.
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| (a) A registered agent
may change the address of the | 5 |
| registered office of the domestic corporation
or of the foreign | 6 |
| corporation, for which he or she or it is registered agent,
to | 7 |
| another address in this State, by filing, in duplicate, in | 8 |
| accordance
with Section 1.10 of this Act a statement setting | 9 |
| forth:
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| (1) The name of the corporation.
| 11 |
| (2) The address, including street and number, or rural | 12 |
| route number,
of its then registered office.
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| (3) The address, including street and number, or rural | 14 |
| route number,
to which the registered
office is to be | 15 |
| changed.
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| (4) The name of its registered agent.
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| (5) That the address of its registered office and the | 18 |
| address of the
business office of its registered agent, as | 19 |
| changed, will be identical.
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| Such statement shall be executed by the registered agent.
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| (b) (Blank). If the registered office is changed from one | 22 |
| county to another county,
then the corporation shall also file | 23 |
| for record within the time prescribed
by this Act in the office | 24 |
| of the recorder of the county to which
such registered office | 25 |
| is changed:
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| (1) In the case of a domestic corporation:
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| (i) A copy of its articles of incorporation | 3 |
| certified by the Secretary
of
State.
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| (ii) A copy of the statement of change of address | 5 |
| of its registered
office,
certified by the Secretary of | 6 |
| State.
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| (2) In the case of a foreign corporation:
| 8 |
| (i) A copy of its application for authority to
| 9 |
| transact business in this
State, certified
by the | 10 |
| Secretary of State.
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| (ii) A copy of all amendments to such authority, if | 12 |
| any,
likewise certified by the Secretary of State.
| 13 |
| (iii) A copy of the statement of change of address | 14 |
| of its registered
office
certified by the Secretary of | 15 |
| State.
| 16 |
| (c) The change of address of the registered office shall | 17 |
| become effective
upon
the filing of such statement by the | 18 |
| Secretary of State.
| 19 |
| (Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
| 20 |
| (805 ILCS 5/11.39)
| 21 |
| Sec. 11.39.
Merger of domestic corporation and limited | 22 |
| liability
company.
| 23 |
| (a) Any one or more domestic corporations may merge with or | 24 |
| into one
or more limited liability companies of this State, any | 25 |
| other state or
states of the
United States, or the District of |
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| Columbia, if the laws of the other state
or states
or the | 2 |
| District of Columbia permit the merger. The domestic | 3 |
| corporation or
corporations and the limited liability company | 4 |
| or companies may merge with or
into a corporation, which may be | 5 |
| any one of these corporations, or they may
merge
with or into a | 6 |
| limited liability company, which may be any one of these | 7 |
| limited
liability
companies, which shall be a domestic | 8 |
| corporation or limited liability company
of this
State, any | 9 |
| other state of the United States, or the District of Columbia,
| 10 |
| which
permits the merger pursuant to a plan of merger complying | 11 |
| with and approved in
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
corporation | 16 |
| or limited liability company into which they propose to | 17 |
| merge,
which is
designated as the surviving entity.
| 18 |
| (2) The terms and conditions of the proposed merger and | 19 |
| the mode of
carrying the same into effect.
| 20 |
| (3) The manner and basis of converting the shares of | 21 |
| each
domestic corporation and the interests of each limited | 22 |
| liability company
into
shares, interests, obligations, | 23 |
| other securities of the surviving entity or
into cash or
| 24 |
| other property or any combination of the foregoing.
| 25 |
| (4) In the case of a merger in which a domestic | 26 |
| corporation is the
surviving entity, a statement of any |
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| changes in the articles of incorporation
of the
surviving | 2 |
| corporation to be effected by the merger.
| 3 |
| (5) Any other provisions with respect to the proposed | 4 |
| merger that are
deemed necessary or desirable, including | 5 |
| provisions, if any, under which the
proposed merger may be | 6 |
| abandoned prior to the filing of the articles of merger
by
| 7 |
| the Secretary of State of this State.
| 8 |
| (c) The plan required by subsection (b) of this Section | 9 |
| shall be adopted and
approved
by the constituent corporation or | 10 |
| corporations in the same manner as is
provided in
Sections | 11 |
| 11.05, 11.15, and 11.20 of this Act and, in the case of a | 12 |
| limited
liability
company, in accordance with the terms of its | 13 |
| operating agreement, if any, and
in
accordance with the laws | 14 |
| under which it was formed.
| 15 |
| (d) Upon this approval, articles of merger shall be | 16 |
| executed by each
constituent corporation and limited liability | 17 |
| company and filed with the
Secretary of State and shall be | 18 |
| recorded with respect to each
constituent
corporation as | 19 |
| provided in Section 11.45 of this Act . The merger shall become
| 20 |
| effective for all purposes of the laws of this State when and | 21 |
| as provided in
Section
11.40 of this Act with respect to the | 22 |
| merger of corporations of this State.
| 23 |
| (e) If the surviving entity is to be governed by the laws | 24 |
| of the District of
Columbia or any state other than this State, | 25 |
| it shall file with the
Secretary of
State of this State an | 26 |
| agreement that it may be served with process in this
State in
|
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| any proceeding for enforcement of any obligation of any | 2 |
| constituent corporation
or
limited liability company of this | 3 |
| State, as well as for enforcement of any
obligation of
the | 4 |
| surviving corporation or limited liability company arising | 5 |
| from the merger,
including any suit or other proceeding to | 6 |
| enforce the shareholders right to
dissent as
provided in | 7 |
| Section 11.70 of this Act, and shall irrevocably appoint the
| 8 |
| Secretary of
State of this State as its agent to accept service | 9 |
| of process in any such suit
or other
proceedings.
| 10 |
| (f) Section 11.50 of this Act shall, insofar as it is | 11 |
| applicable, apply to
mergers between domestic corporations and | 12 |
| limited liability companies.
| 13 |
| (g) In any merger under this Section, the surviving entity | 14 |
| shall not
engage in any business or exercise any power that a | 15 |
| domestic corporation or
domestic limited liability company may | 16 |
| not otherwise engage in or exercise in
this State. Furthermore, | 17 |
| the surviving entity shall be governed by the
ownership and | 18 |
| control restrictions in Illinois law applicable to that type of
| 19 |
| entity.
| 20 |
| (Source: P.A. 92-33, eff. 7-1-01.)
| 21 |
| (805 ILCS 5/12.40) (from Ch. 32, par. 12.40)
| 22 |
| Sec. 12.40. Procedure for administrative dissolution.
| 23 |
| (a) After the
Secretary of State determines that one or | 24 |
| more grounds exist under Section
12.35 for the administrative | 25 |
| dissolution of a corporation, he or she shall
send by regular |
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| mail to each delinquent corporation a Notice of Delinquency
to | 2 |
| its registered office, or, if the corporation has failed to | 3 |
| maintain
a registered office, then to the president or other | 4 |
| principal officer at
the last known office of said officer.
| 5 |
| (b) If the corporation does not correct the default
| 6 |
| described in paragraphs (a) through (e) of Section 12.35
within | 7 |
| 90 days following
such notice, the Secretary of State shall | 8 |
| thereupon dissolve the corporation
by issuing a certificate of | 9 |
| dissolution that recites the ground or grounds
for dissolution | 10 |
| and its effective date.
If the corporation does not correct the | 11 |
| default described in paragraphs (f)
through (h) of
Section | 12 |
| 12.35, within 30 days following such notice, the Secretary of | 13 |
| State
shall
thereupon dissolve the corporation by issuing a | 14 |
| certificate of dissolution as
herein
prescribed.
The Secretary | 15 |
| of State shall file
the original of the certificate in his or | 16 |
| her office and , mail one copy to the
corporation at its | 17 |
| registered office or,
if the corporation has failed to maintain | 18 |
| a registered office, then to
the president or
other principal | 19 |
| officer at the last known office of said officer ,
and file one | 20 |
| copy for record in the
office of the recorder of the county in | 21 |
| which
the registered office of the corporation in this State is | 22 |
| situated, to be
recorded
by such recorder. The recorder shall | 23 |
| submit for payment to the Secretary
of State, on a quarterly | 24 |
| basis, the amount of filing fees incurred .
| 25 |
| (c) The administrative dissolution of a corporation | 26 |
| terminates its corporate
existence and such a dissolved |
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| corporation shall not thereafter carry on
any business, | 2 |
| provided however, that such a dissolved corporation may take
| 3 |
| all action authorized under Section 12.75 or necessary to wind | 4 |
| up and liquidate
its business and affairs under Section 12.30.
| 5 |
| (Source: P.A. 93-59, eff. 7-1-03.)
| 6 |
| (805 ILCS 5/12.65) (from Ch. 32, par. 12.65)
| 7 |
| Sec. 12.65. Order of dissolution.
| 8 |
| (a) If, after a hearing, the court orders dissolution | 9 |
| pursuant to Section
12.50, 12.55, or 12.56, it shall enter an | 10 |
| order dissolving the corporation and
the clerk of the court | 11 |
| shall deliver a certified copy of the order to the
Secretary of | 12 |
| State, who shall file the order , and to the recorder
of the | 13 |
| county in which the registered office of the corporation is | 14 |
| located,
who shall record the order .
| 15 |
| (b) After entering the order of dissolution, the court | 16 |
| shall direct the
winding up and liquidation of the | 17 |
| corporation's business and affairs in
accordance with Section | 18 |
| 12.30 and the notification of its known claimants
in accordance | 19 |
| with Section 12.75 and shall retain jurisdiction until the
same | 20 |
| is complete.
| 21 |
| (Source: P.A. 89-169, eff. 7-19-95; 89-364, eff. 8-18-95.)
| 22 |
| (805 ILCS 5/13.50) (from Ch. 32, par. 13.50)
| 23 |
| Sec. 13.50. Grounds for revocation of authority. The | 24 |
| authority of a foreign corporation to transact
business in this |
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| State may be revoked by the Secretary of State:
| 2 |
| (a) Upon the failure of an officer or director to whom
| 3 |
| interrogatories have been propounded by the Secretary of State | 4 |
| as
provided in this Act, to answer the same fully and to file | 5 |
| such answer
in the office of the Secretary of State.
| 6 |
| (b) If the answer to such interrogatories discloses, or if | 7 |
| the fact
is otherwise ascertained, that the proportion of the | 8 |
| sum of the paid-in
capital of such corporation represented in | 9 |
| this
State is greater than the amount on which such corporation | 10 |
| has
theretofore paid fees and franchise taxes, and the | 11 |
| deficiency therein is
not paid.
| 12 |
| (c) If the corporation for a period of one year has | 13 |
| transacted no
business and has had no tangible property in this | 14 |
| State as revealed by
its annual reports.
| 15 |
| (d) Upon the failure of the corporation to keep on
file in | 16 |
| the office of the Secretary of State duly authenticated copies
| 17 |
| of each amendment to its articles of incorporation.
| 18 |
| (e) Upon the failure of the corporation to appoint
and | 19 |
| maintain a registered agent in this State.
| 20 |
| (f) (Blank). Upon the failure of the corporation to file | 21 |
| for
record in the office of the recorder of the county in which | 22 |
| its
registered office is situated,
any appointment of | 23 |
| registered agent.
| 24 |
| (g) Upon the failure of the corporation to file any report
| 25 |
| after the period prescribed by this Act for the filing of
such | 26 |
| report.
|
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| (h) Upon the failure of the corporation to pay any
fees, | 2 |
| franchise taxes, or charges prescribed by this Act.
| 3 |
| (i) For misrepresentation of any material matter in any | 4 |
| application,
report, affidavit, or other document filed by such | 5 |
| corporation pursuant
to this Act.
| 6 |
| (j) Upon the failure of the corporation to renew its | 7 |
| assumed name or to
apply to change its assumed name pursuant to | 8 |
| the provisions of this Act,
when the corporation can only | 9 |
| transact business within this State under
its assumed name in | 10 |
| accordance with the provisions of Section 4.05 of this Act.
| 11 |
| (k) When under the provisions of the "Consumer Fraud and | 12 |
| Deceptive Business
Practices Act" a court has found that the | 13 |
| corporation substantially and
willfully violated such Act.
| 14 |
| (l) Upon tender of payment to the Secretary of State which | 15 |
| is subsequently
returned due to insufficient funds, a closed | 16 |
| account, or any other reason, and
acceptable
payment has not | 17 |
| been subsequently tendered.
| 18 |
| (m) When the Secretary of State receives a copy of a | 19 |
| memorandum of judgment relating to a judgment entered for money | 20 |
| owed to a unit of local government or school district, together | 21 |
| with a statement filed by its attorney that the judgment has | 22 |
| not been satisfied and that no appeal has been filed.
| 23 |
| (Source: P.A. 95-515, eff. 8-28-07.)
| 24 |
| (805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
| 25 |
| Sec. 13.55. Procedure for revocation of authority.
|
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| (a) After the Secretary of State determines that one or | 2 |
| more grounds exist
under Section 13.50 for the revocation of | 3 |
| authority of
a foreign corporation, he or she shall send by | 4 |
| regular mail to each delinquent
corporation a Notice of | 5 |
| Delinquency to its registered office, or, if the
corporation | 6 |
| has failed to maintain a registered office, then to the | 7 |
| president
or other principal officer at the last known office | 8 |
| of said officer.
| 9 |
| (b) If the corporation does not correct the default
| 10 |
| described in paragraphs (c) through (k), and paragraph (m), of | 11 |
| Section 13.50 within 90 days
following
such notice, the | 12 |
| Secretary of State shall thereupon revoke the authority of the
| 13 |
| corporation by issuing a certificate of revocation that
recites | 14 |
| the grounds for revocation and its effective date.
If the | 15 |
| corporation does not correct the default described in paragraph | 16 |
| (a),
(b), or (l) of
Section 13.50, within 30 days following | 17 |
| such notice, the Secretary of State
shall
thereupon revoke the | 18 |
| authority of the corporation by issuing a certificate of
| 19 |
| revocation as
herein prescribed.
The Secretary
of State shall | 20 |
| file the original of the certificate in his or her office and ,
| 21 |
| mail one copy to the corporation at its registered office
or, | 22 |
| if the corporation has failed to maintain a registered office, | 23 |
| then to
the president or
other principal officer at the last | 24 |
| known office of said officer ,
and file one copy
for record in | 25 |
| the office of the recorder of the county in which
the | 26 |
| registered office of the corporation in this State is situated,
|
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| to be recorded by such recorder. The recorder shall submit for | 2 |
| payment to
the Secretary of State, on a quarterly basis, the | 3 |
| amount of filing fees
incurred .
| 4 |
| (c) Upon the issuance of the certificate of revocation, the | 5 |
| authority
of the corporation to transact business in this State | 6 |
| shall cease and such
revoked corporation shall not thereafter | 7 |
| carry on any business in this State.
| 8 |
| (Source: P.A. 95-515, eff. 8-28-07.)
| 9 |
| (805 ILCS 5/16.05) (from Ch. 32, par. 16.05)
| 10 |
| Sec. 16.05. Penalties and interest imposed upon | 11 |
| corporations.
| 12 |
| (a) Each
corporation, domestic or foreign, that fails or | 13 |
| refuses to file any annual
report or report of cumulative | 14 |
| changes in paid-in capital and pay any
franchise tax due | 15 |
| pursuant to the report prior to the first day of its
| 16 |
| anniversary month
or, in the case of a corporation which has | 17 |
| established an extended filing
month, the extended filing month | 18 |
| of the corporation
shall pay a penalty of 10% of the amount of | 19 |
| any
delinquent franchise tax due for the report. From February | 20 |
| 1, 2008 through March 15, 2008, no penalty shall be imposed | 21 |
| with respect to any amount of delinquent franchise tax paid | 22 |
| pursuant to the Franchise Tax and License Fee Amnesty Act of | 23 |
| 2007.
| 24 |
| (b) Each corporation, domestic or foreign, that fails or | 25 |
| refuses to file
a report of issuance of shares or increase in |
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| paid-in capital within the
time prescribed by this Act is | 2 |
| subject to a penalty on any obligation
occurring prior to | 3 |
| January 1, 1991, and interest on those obligations on or
after | 4 |
| January 1, 1991, for each calendar month or part of month that | 5 |
| it is
delinquent in the amount of 2% of the amount of license | 6 |
| fees and franchise
taxes provided by this Act to be paid on | 7 |
| account of the issuance of shares
or increase in paid-in | 8 |
| capital. From February 1, 2008 through March 15, 2008, no | 9 |
| penalty shall be imposed, or interest charged, with respect to | 10 |
| any amount of delinquent license fees and franchise taxes paid | 11 |
| pursuant to the Franchise Tax and License Fee Amnesty Act of | 12 |
| 2007.
| 13 |
| (c) Each corporation, domestic or foreign, that fails or | 14 |
| refuses to file
a
report of cumulative changes in paid-in | 15 |
| capital or report following merger
within the time prescribed | 16 |
| by this Act is subject to interest on or after
January 1, 1992, | 17 |
| for each calendar month or part of month that it is
delinquent, | 18 |
| in the amount of 2% of the amount of franchise taxes provided
| 19 |
| by this Act to be paid on account of the issuance of shares or | 20 |
| increase in
paid-in capital disclosed on the report of | 21 |
| cumulative changes in paid-in
capital or report following | 22 |
| merger, or $1, whichever is greater. From February 1, 2008 | 23 |
| through March 15, 2008, no interest shall be charged with | 24 |
| respect to any amount of delinquent franchise tax paid pursuant | 25 |
| to the Franchise Tax and License Fee Amnesty Act of 2007.
| 26 |
| (d) If the annual franchise tax, or the supplemental annual |
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| franchise
tax
for any 12-month period commencing July 1, 1968, | 2 |
| or July 1 of any
subsequent year through June 30, 1983, | 3 |
| assessed in accordance with this
Act, is not paid by July 31, | 4 |
| it is delinquent, and there is added a penalty
prior to January | 5 |
| 1, 1991, and interest on and after January 1, 1991, of 2%
for | 6 |
| each month or part of month that it is delinquent commencing | 7 |
| with the
month of August, or $1, whichever is greater. From | 8 |
| February 1, 2008 through March 15, 2008, no penalty shall be | 9 |
| imposed, or interest charged, with respect to any amount of | 10 |
| delinquent franchise taxes paid pursuant to the Franchise Tax | 11 |
| and License Fee Amnesty Act of 2007.
| 12 |
| (e) If the supplemental annual franchise tax assessed in | 13 |
| accordance with
the provisions of this Act for the 12-month | 14 |
| period commencing July 1,
1967, is not paid by September 30, | 15 |
| 1967, it is delinquent, and there is
added a penalty prior to | 16 |
| January 1, 1991, and interest on and after
January 1, 1991, of | 17 |
| 2% for each month or part of month that it is
delinquent | 18 |
| commencing with the month of October, 1967. From February 1, | 19 |
| 2008 through March 15, 2008, no penalty shall be imposed, or | 20 |
| interest charged, with respect to any amount of delinquent | 21 |
| franchise taxes paid pursuant to the Franchise Tax and License | 22 |
| Fee Amnesty Act of 2007.
| 23 |
| (f) If any annual franchise tax for any period beginning on | 24 |
| or after
July 1,
1983, is not paid by the time period herein | 25 |
| prescribed, it is delinquent
and there is added a penalty prior | 26 |
| to January 1, 1991, and interest on
and after January 1, 1991, |
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| of 2% for each month or part of a month that
it is delinquent | 2 |
| commencing with the anniversary month or in the case of
a | 3 |
| corporation that has established an extended filing month, the | 4 |
| extended
filing month, or $1, whichever is greater. From | 5 |
| February 1, 2008 through March 15, 2008, no penalty shall be | 6 |
| imposed, or interest charged, with respect to any amount of | 7 |
| delinquent franchise taxes paid pursuant to the Franchise Tax | 8 |
| and License Fee Amnesty Act of 2007.
| 9 |
| (g) Any corporation, domestic or foreign, failing to pay | 10 |
| the prescribed
fee for assumed corporate name renewal when due | 11 |
| and payable shall be given
notice of nonpayment by the | 12 |
| Secretary of State by regular mail; and if
the fee together | 13 |
| with a penalty fee of $5 is not paid within
90 days after the | 14 |
| notice is mailed, the right to use the assumed
name shall | 15 |
| cease.
| 16 |
| (h) Any corporation which (i) puts forth any sign or
| 17 |
| advertisement, assuming
any name other than that by which it is | 18 |
| incorporated or otherwise
authorized by law to act or (ii) | 19 |
| violates Section 3.25, shall be guilty of
a Class C misdemeanor | 20 |
| and
shall be deemed guilty of an additional offense for each | 21 |
| day it shall
continue to so offend.
| 22 |
| (i) Each corporation, domestic or foreign, that fails or | 23 |
| refuses (1) to
file in the office of the recorder within the | 24 |
| time prescribed
by this Act any document required by this Act | 25 |
| to be so filed, or (2) to
answer truthfully and fully within | 26 |
| the time prescribed by this Act
interrogatories propounded by |
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| the Secretary of State in accordance with
this Act , or (2) (3) | 2 |
| to perform any other act required by this Act to be
performed | 3 |
| by the corporation, is guilty of a Class C misdemeanor.
| 4 |
| (j) Each corporation that fails or refuses to file articles | 5 |
| of
revocation
of dissolution within the time prescribed by this | 6 |
| Act is subject to a
penalty for each calendar month or part of | 7 |
| the month that it is delinquent
in the amount of $50.
| 8 |
| (Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08.)
| 9 |
| (805 ILCS 5/11.45 rep.)
| 10 |
| Section 10. The Business Corporation Act of 1983 is amended | 11 |
| by repealing Section 11.45. | 12 |
| Section 15. The General Not For Profit Corporation Act of | 13 |
| 1986 is amended by changing Sections 101.10, 104.15, 105.10, | 14 |
| 112.40, 112.65, and 113.55 as follows:
| 15 |
| (805 ILCS 105/101.10) (from Ch. 32, par. 101.10)
| 16 |
| Sec. 101.10.
Forms, execution, acknowledgment and
filing.
| 17 |
| (a) All reports required by this Act to be filed
in the | 18 |
| office of the Secretary of State shall be made on
forms which | 19 |
| shall be prescribed and furnished by the
Secretary of State. | 20 |
| Forms for all other documents to be
filed in the office of the | 21 |
| Secretary of State shall be
furnished by the Secretary of State | 22 |
| on request therefor, but
the use thereof, unless otherwise | 23 |
| specifically prescribed in
this Act, shall not be mandatory.
|
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| (b) Whenever any provision of this Act specifically
| 2 |
| requires any document to be executed by the corporation in
| 3 |
| accordance with this Section, unless otherwise specifically
| 4 |
| stated in this Act and subject to any additional provisions
of | 5 |
| this Act, such document shall be executed, in ink, as
follows:
| 6 |
| (1) The articles of incorporation shall be signed by
| 7 |
| the incorporator or incorporators.
| 8 |
| (2) All other documents shall be signed:
| 9 |
| (i) By the president, a vice-president, the | 10 |
| secretary, an assistant
secretary,
the treasurer, or | 11 |
| other officer duly authorized by the board of directors | 12 |
| of
the corporation to execute the document; or
| 13 |
| (ii) If it shall appear from the document that
| 14 |
| there are no such officers, then by a majority of the
| 15 |
| directors or by such directors as may be designated by | 16 |
| the
board; or
| 17 |
| (iii) If it shall appear from the document that
| 18 |
| there are no such officers or directors, then by the
| 19 |
| members, or such of them as may be designated by the | 20 |
| members
at a lawful meeting; or
| 21 |
| (iv) If the corporate assets are in the
possession | 22 |
| of a receiver, trustee or other court-appointed
| 23 |
| officer, then by the fiduciary or the majority of them | 24 |
| if
there are more than 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
|
|
|
|
SB3211 Engrossed |
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| opposite his or her signature.
| 2 |
| (d) Whenever any provision of this Act requires any
| 3 |
| document to be verified, such requirement is satisfied by
| 4 |
| either:
| 5 |
| (1) The formal acknowledgment by the person or one of
| 6 |
| the persons signing the instrument that it is his or her | 7 |
| act
and deed or the act and deed of the corporation, as the | 8 |
| case
may be, and that the facts stated therein are true. | 9 |
| Such
acknowledgment shall be made before a person who is
| 10 |
| authorized by the law of the place of execution to take
| 11 |
| acknowledgments of deeds and who, if he or she has a seal | 12 |
| of
office, shall affix it to the instrument; or
| 13 |
| (2) The signature, without more, of the person or
| 14 |
| persons signing the instrument, in which case such | 15 |
| signature
or signatures shall constitute the affirmation | 16 |
| or
acknowledgment of the signatory, under penalties of | 17 |
| perjury,
that the instrument is his or her act and deed or | 18 |
| the act
and deed of the corporation, as the case may be, | 19 |
| and that
the facts stated therein are true.
| 20 |
| (e) Whenever any provision of this Act requires any
| 21 |
| document to be filed with the Secretary of State or in
| 22 |
| accordance with this Section, such requirement means that:
| 23 |
| (1) The original signed document, and if in duplicate
| 24 |
| as provided by this Act, one true copy, which may be | 25 |
| signed,
or carbon or photocopy shall be delivered to the | 26 |
| office of
the Secretary of State.
|
|
|
|
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| (2) All fees and charges authorized by law to be
| 2 |
| collected by the Secretary of State in connection with the
| 3 |
| filing of the document shall be tendered to the Secretary | 4 |
| of
State.
| 5 |
| (3) If the Secretary of State finds that the document
| 6 |
| conforms to law, he or she shall, when all fees and charges
| 7 |
| have been paid as in this Act prescribed:
| 8 |
| (i) Endorse on the original and on the true copy,
| 9 |
| if any, the word "filed" and the month, day and year
| 10 |
| thereof;
| 11 |
| (ii) File the original in his or her office;
| 12 |
| (iii) (Blank); and
| 13 |
| (iv) If the filing is in duplicate, he or she shall
| 14 |
| return the copy , with a certificate, if any, affixed
| 15 |
| thereto, to the
corporation or its representative who | 16 |
| shall file it for record in the
office of the Recorder | 17 |
| of the county in which the registered office of the
| 18 |
| corporation is situated in this State within 15 days | 19 |
| after the mailing
thereof by the Secretary of State, | 20 |
| unless such document cannot with
reasonable diligence | 21 |
| be filed within such time, in which case it shall be
| 22 |
| filed as soon thereafter as may be reasonably possible. | 23 |
| Upon filing any
document in the office of the Recorder, | 24 |
| as provided in this subparagraph,
the corporation or | 25 |
| its representative shall pay to the office of the
| 26 |
| Recorder the appropriate filing or recording fee |
|
|
|
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|
| 1 |
| imposed by law .
| 2 |
| (f) If another Section of this Act specifically prescribes
| 3 |
| a manner of filing or executing a specified document which
| 4 |
| differs from the corresponding provisions of this Section,
then | 5 |
| the provisions of such other Section shall govern.
| 6 |
| (Source: P.A. 92-33, eff. 7-1-01.)
| 7 |
| (805 ILCS 105/104.15) (from Ch. 32, par. 104.15)
| 8 |
| Sec. 104.15. Assumed corporate name.
| 9 |
| (a) A domestic
corporation or a foreign corporation | 10 |
| admitted to conduct
affairs or attempting to gain admission to | 11 |
| conduct affairs
may elect to adopt an assumed corporate name | 12 |
| that complies
with the requirements of subsection (a) of | 13 |
| Section 104.05 of
this Act with respect to corporate names.
| 14 |
| (b) As used in this Act, "assumed corporate name" means any
| 15 |
| corporate name other than the true corporate name, except
that | 16 |
| the following shall not constitute the use of an
assumed | 17 |
| corporate name under this Act:
| 18 |
| (1) The identification by a corporation of the conduct
| 19 |
| of its affairs with a trademark or service mark of which it
| 20 |
| is the owner or licensed user; or
| 21 |
| (2) The use of the name of a division, not separately
| 22 |
| incorporated and not containing the word "corporation,"
| 23 |
| "incorporated," or "limited" or an abbreviation of one of
| 24 |
| such words, provided the corporation also clearly | 25 |
| discloses
its corporate name.
|
|
|
|
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LRB096 16428 DRJ 31695 b |
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| 1 |
| (c) Before conducting any affairs in this State under an
| 2 |
| assumed corporate name or names, the corporation shall, for
| 3 |
| each assumed corporate name, pursuant to resolution by its
| 4 |
| board of directors, execute and file in accordance with
Section | 5 |
| 101.10 of this Act, an application setting forth:
| 6 |
| (1) The true corporate name;
| 7 |
| (2) The State or country under the laws of which it is
| 8 |
| organized;
| 9 |
| (3) That it intends to conduct affairs under an
assumed | 10 |
| corporate name;
| 11 |
| (4) The assumed corporate name which it proposes to | 12 |
| use.
| 13 |
| (d) The right to use an assumed corporate name shall be
| 14 |
| effective from the date of filing by the Secretary of State
| 15 |
| until the first day of the anniversary month of the
corporation | 16 |
| that falls within the next calendar year evenly
divisible by 5, | 17 |
| except that if an application is filed
within the 2 months | 18 |
| immediately preceding the anniversary
month of a corporation | 19 |
| that falls within a calendar year
evenly divisible by 5, the | 20 |
| right to use the assumed
corporate name shall be effective | 21 |
| until the first day of the
anniversary month of the corporation | 22 |
| that falls within the
next succeeding calendar year evenly | 23 |
| divisible by 5.
| 24 |
| (e) A corporation shall renew the right to use its assumed
| 25 |
| corporate name or names, if any, within the 60 days
preceding | 26 |
| the expiration of such right, for a period of 5
years, by |
|
|
|
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|
| 1 |
| making an election to do so at the time of filing
its annual | 2 |
| report form and by paying the renewal fee as
prescribed by this | 3 |
| Act.
| 4 |
| (f) (Blank). Once an application for an assumed corporate | 5 |
| name has been filed by
the Secretary of State, one copy thereof | 6 |
| may be filed for record in the
office of the Recorder of the | 7 |
| county in which the registered office of the
corporation is | 8 |
| situated in this State.
| 9 |
| (g) A foreign corporation may not use an assumed or | 10 |
| fictitious name in the
conduct
of
its business to intentionally | 11 |
| misrepresent the geographic origin or location of
the | 12 |
| corporation within Illinois.
| 13 |
| (Source: P.A. 91-906, eff. 1-1-01.)
| 14 |
| (805 ILCS 105/105.10) (from Ch. 32, par. 105.10)
| 15 |
| Sec. 105.10. Change of registered office or registered | 16 |
| agent.
| 17 |
| (a) A domestic corporation or a foreign corporation
may | 18 |
| from time to time change the address of its registered
office. | 19 |
| A domestic corporation or a foreign corporation
shall change | 20 |
| its registered agent if the office of
registered agent shall | 21 |
| become vacant for any reason, or if
its registered agent | 22 |
| becomes disqualified or incapacitated
to act, or if the | 23 |
| corporation revokes the appointment of its
registered agent.
| 24 |
| (b) A domestic corporation or a foreign corporation may
| 25 |
| change the address of its registered office or change its
|
|
|
|
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|
| 1 |
| registered agent, or both,
by executing and
filing in | 2 |
| duplicate, in accordance with Section 101.10 of this Act, a
| 3 |
| statement setting forth:
| 4 |
| (1) the name of the corporation;
| 5 |
| (2) the address, including street and number, or rural | 6 |
| route number,
of its then registered office;
| 7 |
| (3) if the address of its registered office be
changed, | 8 |
| the address, including street and number, or rural route | 9 |
| number,
to which the registered office is to be changed;
| 10 |
| (4) the name of its then registered agent;
| 11 |
| (5) if its registered agent be changed, the name of
its | 12 |
| successor registered agent;
| 13 |
| (6) that the address of its registered office and the
| 14 |
| address of the business office of its registered agent, as
| 15 |
| changed, will be identical;
| 16 |
| (7) that such change was authorized by resolution duly
| 17 |
| adopted by the board of directors.
| 18 |
| (c) (Blank).
| 19 |
| (d) (Blank). If the registered office is changed from one | 20 |
| county to another
county, then the corporation shall also file | 21 |
| for record within the time
prescribed by this Act in the office | 22 |
| of the Recorder of the county to which
such registered office | 23 |
| is changed:
| 24 |
| (1) In the case of a domestic corporation:
| 25 |
| (i) A copy of its articles of incorporation | 26 |
| certified by the Secretary
of
State.
|
|
|
|
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| (ii) A copy of the statement of change of address | 2 |
| of its registered
office, certified by the Secretary of | 3 |
| State.
| 4 |
| (2) In the case of a foreign corporation:
| 5 |
| (i) A copy of its application for authority to
| 6 |
| transact business in this
State, certified
by the | 7 |
| Secretary of State.
| 8 |
| (ii) A copy of all amendments to such authority, if | 9 |
| any,
likewise certified by the Secretary of State.
| 10 |
| (iii) A copy of the statement of change of address | 11 |
| of its registered
office certified by the Secretary of | 12 |
| State.
| 13 |
| (e) The change of address of the registered office, or
the
| 14 |
| change of registered agent, or both, as the case may be,
shall | 15 |
| become effective upon the filing of such statement by
the | 16 |
| Secretary of State.
| 17 |
| (Source: P.A. 94-605, eff. 1-1-06.)
| 18 |
| (805 ILCS 105/112.40) (from Ch. 32, par. 112.40)
| 19 |
| Sec. 112.40. Procedure for administrative dissolution.
| 20 |
| (a) After the Secretary of State determines that one or
| 21 |
| more grounds exist under Section 112.35 of this Act for the
| 22 |
| administrative dissolution of a corporation, he or she shall
| 23 |
| send by regular mail to each delinquent corporation a Notice
of | 24 |
| Delinquency to its registered office, or, if the
corporation | 25 |
| has failed to maintain a registered office, then
to the |
|
|
|
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| 1 |
| president or other principal officer at the last
known office | 2 |
| of said officer.
| 3 |
| (b) If the corporation does not correct the default within
| 4 |
| 90 days following such notice, the Secretary of State shall
| 5 |
| thereupon dissolve the corporation by issuing a certificate
of | 6 |
| dissolution that recites the ground or grounds for
dissolution | 7 |
| and its effective date. The Secretary of State
shall file the | 8 |
| original of the certificate in his or her
office and , mail one | 9 |
| copy to the corporation at its
registered
office
or, if the | 10 |
| corporation has failed to maintain a registered office, then to
| 11 |
| the president or
other principal officer at the last known | 12 |
| office of said officer ,
and file one copy for record in the | 13 |
| office of the Recorder of the
county in which the registered | 14 |
| office of the corporation in this State is
situated, to be | 15 |
| recorded by such Recorder. The Recorder shall submit for
| 16 |
| payment, on a quarterly basis, to the Secretary of State the | 17 |
| amount of
filing fees incurred .
| 18 |
| (c) The administrative dissolution of a corporation
| 19 |
| terminates its corporate existence and such a dissolved
| 20 |
| corporation shall not thereafter carry on any affairs,
provided | 21 |
| however, that such a dissolved corporation may take
all action | 22 |
| authorized under Section 112.75 of this Act or
necessary to | 23 |
| wind up and liquidate its affairs under Section
112.30 of this | 24 |
| Act.
| 25 |
| (Source: P.A. 93-59, eff. 7-1-03.)
|
|
|
|
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| (805 ILCS 105/112.65) (from Ch. 32, par. 112.65)
| 2 |
| Sec. 112.65. Order of dissolution. (a) If, after a
hearing, | 3 |
| the court determines that one or more grounds for
judicial | 4 |
| dissolution described in Section 112.50 of this Act
exists, it | 5 |
| may enter an order dissolving the corporation and
the clerk of | 6 |
| the court shall deliver a certified copy of the
order to the | 7 |
| Secretary of State, who shall file the order ,
and to the | 8 |
| Recorder of the county in which the registered office of the
| 9 |
| corporation is located, who shall record the order .
| 10 |
| (b) After entering the order of dissolution, the court
| 11 |
| shall direct the winding up and liquidation of the
| 12 |
| corporation's affairs in accordance with Sections 112.16 and
| 13 |
| 112.30 of this Act and the notification of its known
claimants | 14 |
| in accordance with Section 112.75 of this Act and
shall retain | 15 |
| jurisdiction until the same is complete.
| 16 |
| (Source: P.A. 84-1423.)
| 17 |
| (805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
| 18 |
| Sec. 113.55. Procedure for revocation of
authority. | 19 |
| (a) After the Secretary of State determines
that one or | 20 |
| more grounds exist under Section 113.50 of this
Act for the | 21 |
| revocation of authority of a
foreign corporation, he or she | 22 |
| shall send by regular mail to
each delinquent corporation a | 23 |
| Notice of Delinquency to its
registered office, or, if the | 24 |
| corporation has failed to
maintain a registered office, then to | 25 |
| the president or other
principal officer at the last known |
|
|
|
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LRB096 16428 DRJ 31695 b |
|
| 1 |
| office of said officer.
| 2 |
| (b) If the corporation does not correct the default within
| 3 |
| 90 days following such notice, the Secretary of State shall
| 4 |
| thereupon revoke the authority of the
corporation by issuing a | 5 |
| certificate of revocation that
recites the grounds for | 6 |
| revocation and its effective date.
The Secretary of State shall | 7 |
| file the original of the
certificate in his or her office and , | 8 |
| mail one copy to the
corporation at its registered office
or, | 9 |
| if the corporation has failed to maintain a registered office, | 10 |
| then to
the president or
other principal officer at the last | 11 |
| known office of said officer ,
and file one copy for record in | 12 |
| the
office of the Recorder of the county in which the | 13 |
| registered office of the
corporation in this State is situated, | 14 |
| to be recorded by such Recorder.
The Recorder shall submit for | 15 |
| payment, on a quarterly basis, to the Secretary
of State
the | 16 |
| amount of filing fees incurred .
| 17 |
| (c) Upon the issuance of the certificate of revocation, the
| 18 |
| authority of the corporation to conduct affairs in this
State | 19 |
| shall cease and such revoked corporation shall not
thereafter | 20 |
| conduct any affairs in this State.
| 21 |
| (Source: P.A. 96-66, eff. 1-1-10.)
| 22 |
| (805 ILCS 105/111.45 rep.)
| 23 |
| Section 20. The General Not For Profit Corporation Act of | 24 |
| 1986 is amended by repealing Section 111.45.
|
|
|
|
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|
| 1 |
|
INDEX
| 2 |
|
Statutes amended in order of appearance
|
| 3 |
| 805 ILCS 5/1.10 |
from Ch. 32, par. 1.10 |
| 4 |
| 805 ILCS 5/1.70 |
from Ch. 32, par. 1.70 |
| 5 |
| 805 ILCS 5/2A.10 |
from Ch. 32, par. 2A.10 |
| 6 |
| 805 ILCS 5/4.15 |
from Ch. 32, par. 4.15 |
| 7 |
| 805 ILCS 5/5.10 |
from Ch. 32, par. 5.10 |
| 8 |
| 805 ILCS 5/5.20 |
from Ch. 32, par. 5.20 |
| 9 |
| 805 ILCS 5/11.39 |
|
| 10 |
| 805 ILCS 5/12.40 |
from Ch. 32, par. 12.40 |
| 11 |
| 805 ILCS 5/12.65 |
from Ch. 32, par. 12.65 |
| 12 |
| 805 ILCS 5/13.50 |
from Ch. 32, par. 13.50 |
| 13 |
| 805 ILCS 5/13.55 |
from Ch. 32, par. 13.55 |
| 14 |
| 805 ILCS 5/16.05 |
from Ch. 32, par. 16.05 |
| 15 |
| 805 ILCS 5/11.45 rep. |
|
| 16 |
| 805 ILCS 105/101.10 |
from Ch. 32, par. 101.10 |
| 17 |
| 805 ILCS 105/104.15 |
from Ch. 32, par. 104.15 |
| 18 |
| 805 ILCS 105/105.10 |
from Ch. 32, par. 105.10 |
| 19 |
| 805 ILCS 105/112.40 |
from Ch. 32, par. 112.40 |
| 20 |
| 805 ILCS 105/112.65 |
from Ch. 32, par. 112.65 |
| 21 |
| 805 ILCS 105/113.55 |
from Ch. 32, par. 113.55 |
| 22 |
| 805 ILCS 105/111.45 rep. |
|
| |
|