Illinois Compiled Statutes
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805 ILCS 5/1.80
(805 ILCS 5/1.80)
(from Ch. 32, par. 1.80)
As used in this Act, unless the context
otherwise requires, the words and phrases defined in this Section shall
have the meanings set forth herein.
(a) "Corporation" or "domestic corporation" means a corporation
subject to the provisions of this Act, except a foreign corporation.
(b) "Foreign corporation" means a corporation for profit organized under
laws other than the laws of this State, but shall not include a banking
corporation organized under the laws of another state or of the United States,
banking corporation organized under the laws of a country other than the
United States and holding a certificate of authority from the Commissioner
of Banks and Real Estate issued pursuant to the Foreign
Banking Office Act, or a banking corporation holding a license from the
Commissioner of Banks and Real Estate issued pursuant to the Foreign Bank
Representative Office Act.
(c) "Articles of incorporation" means the original articles of
incorporation, including the articles of incorporation of a new corporation
set forth in the articles of consolidation, and all amendments thereto,
whether evidenced by articles of amendment, articles of merger, articles
of exchange, statement of correction affecting articles, resolution
establishing series of shares or a statement of cancellation under Section
9.05. Restated articles of incorporation shall supersede the original
articles of incorporation and all amendments thereto prior to the effective
date of filing the articles of amendment incorporating the restated
articles of incorporation.
(d) "Subscriber" means one who subscribes for shares in a
corporation, whether before or after incorporation.
(e) "Incorporator" means one of the signers of
the original articles of incorporation.
(f) "Shares" means the units into which the proprietary interests in
a corporation are divided.
(g) "Shareholder" means one who is a holder of record of shares in a
(h) "Certificate" representing shares means a written instrument executed
by the proper corporate officers, as required by Section 6.35 of this Act,
evidencing the fact that the person therein named is the holder of record
of the share or shares therein described. If the corporation is authorized
to issue uncertificated shares in accordance with Section 6.35 of this Act,
any reference in this Act to shares represented by a certificate shall also
refer to uncertificated shares and any reference to a certificate representing
shares shall also refer to the written notice in lieu of a certificate provided
for in Section 6.35.
(i) "Authorized shares" means the aggregate number of shares
of all classes which the corporation is authorized to issue.
(j) "Paid-in capital" means the sum of the cash and other consideration
received, less expenses, including commissions, paid or incurred by the
corporation, in connection with the issuance of shares, plus any cash and
other consideration contributed to the corporation by or on behalf of its
shareholders, plus amounts added or transferred to paid-in capital by
action of the board of directors or shareholders pursuant to a share
dividend, share split, or otherwise, minus reductions as provided elsewhere
in this Act. Irrespective of the manner of
designation thereof by the laws under which a foreign corporation is or may be
organized, paid-in capital of a foreign corporation shall be determined on the
same basis and in the same manner as paid-in capital of a domestic corporation,
for the purpose of computing license fees, franchise taxes and other charges
imposed by this Act.
(k) "Net assets", for the purpose of determining the right of a corporation
to purchase its own shares and of determining the right of a corporation
to declare and pay dividends and make other distributions to shareholders
is equal to the difference between the assets of the corporation and the
liabilities of the corporation.
(l) "Registered office" means that office maintained by the corporation
in this State, the address of which is on file in the office of
the Secretary of State, at which any process, notice or demand required
or permitted by law may be served upon the registered agent of the corporation.
(m) "Insolvent" means that a corporation is unable to pay its debts
as they become due in the usual course of its business.
(n) "Anniversary" means that day each year exactly one or more years after:
(1) the date of filing the articles of incorporation
prescribed by Section 2.10 of this Act, in the case of a domestic corporation;
(2) the date of filing the application for authority
prescribed by Section 13.15 of this Act, in the case of a foreign corporation; or
(3) the date of filing the articles of consolidation
prescribed by Section 11.25 of this Act in the case of a consolidation, unless the plan of consolidation provides for a delayed effective date, pursuant to Section 11.40.
(o) "Anniversary month" means the month in which the anniversary of the
(p) "Extended filing month" means the month (if any) which shall have
been established in lieu of the corporation's anniversary month in
accordance with Section 14.01.
(q) "Taxable year" means that 12 month period commencing with the first
day of the anniversary month of a corporation through the last day of the
month immediately preceding the next occurrence of the anniversary
month of the corporation, except that in the case of a
corporation that has established an extended filing month "taxable year"
means that 12 month period commencing with the first day of the extended
filing month through the last day of the month immediately preceding
the next occurrence of the
extended filing month.
(r) "Fiscal year" means the 12 month period with respect to which a
corporation ordinarily files its federal income tax return.
(s) "Close corporation" means a corporation organized under or electing
to be subject to Article 2A of this Act, the articles of incorporation of
which contain the provisions required by Section 2.10, and either the
corporation's articles of incorporation or an agreement entered into by all
of its shareholders provide that all of the issued shares of each class
shall be subject to one or more of the restrictions on transfer set forth
in Section 6.55 of this Act.
(t) "Common shares" means shares which have no preference over any other
shares with respect to distribution of assets on liquidation or with respect
to payment of dividends.
(u) "Delivered", for the purpose of determining if any notice required
by this Act is effective, means:
(1) transferred or presented to someone in person; or
(2) deposited in the United States Mail addressed to
the person at his, her or its address as it appears on the records of the corporation, with sufficient first-class postage prepaid thereon.
(v) "Property" means gross assets including, without limitation, all
real, personal, tangible, and intangible property.
(w) "Taxable period" means that 12-month period commencing with the
first day of the second month preceding the corporation's anniversary month
in the preceding year and prior to the first day of the second month
immediately preceding its anniversary month in the current year, except
that, in the case of a corporation that has established an extended filing
month, "taxable period" means that 12-month period ending with the last day
of its fiscal year immediately preceding the extended filing month.
In the case of a newly formed domestic corporation or a newly registered
foreign corporation that had not commenced transacting business in this State
prior to obtaining authority, "taxable period" means that
period commencing with the filing of the articles of incorporation or, in
the case of a foreign corporation, of filing of the application for authority, and prior
to the first day of the second month immediately preceding its anniversary
in the next succeeding year.
(x) "Treasury shares" mean (1) shares of a corporation that have been
issued, have been subsequently acquired by and belong to the corporation, and
have not been cancelled or restored to the status of authorized but unissued
shares and (2) shares (i) declared and paid as a share dividend on the shares
referred to in clause (1) or this clause (2), or (ii) issued in a share split
of the shares referred to in clause (1) or this clause (2). Treasury shares
shall be deemed to be "issued" shares but not "outstanding" shares. Treasury
shares may not be voted, directly or indirectly, at any meeting or otherwise.
Shares converted into or exchanged for other shares of the corporation shall
not be deemed to be treasury shares.
(y) "Gross amount of business" means gross receipts, from whatever source derived.
(Source: P.A. 95-368, eff. 8-23-07.)