(805 ILCS 5/Art. 1 heading) ARTICLE 1.
GENERAL PROVISIONS
|
(805 ILCS 5/1.01) (from Ch. 32, par. 1.01)
Sec. 1.01.
Short title.
This Act shall be known and may be cited as
the "Business Corporation Act of 1983".
(Source: P.A. 83-1025.)
|
(805 ILCS 5/1.05) (from Ch. 32, par. 1.05)
Sec. 1.05.
Powers of Secretary of State.
The Secretary of State shall
have the power and authority reasonably necessary to administer
this Act efficiently and to perform the duties therein imposed.
The Secretary of State shall have the power to promulgate, amend or
repeal rules and regulations deemed necessary to efficiently administer
this Act. The rules and regulations adopted by the Secretary of State
under this Act shall be effective in the manner provided for in "The
Illinois Administrative Procedure Act", approved September 22, 1975, as amended.
(Source: P.A. 84-1412.)
|
(805 ILCS 5/1.10) (from Ch. 32, par. 1.10)
Sec. 1.10. Forms, execution, acknowledgment and filing.
(a) All reports
required by this Act to be filed in the office of the Secretary of State
shall be made on forms which shall be prescribed and furnished by the Secretary
of State. Forms for all other documents to be filed in the office of the
Secretary of State shall be furnished by the Secretary of State on request
therefor, but the use thereof, unless otherwise specifically prescribed
in this Act, shall not be mandatory.
(b) Whenever any provision of this Act specifically requires any document
to be executed by the corporation in accordance with this Section, unless
otherwise specifically stated in this Act and subject to any additional
provisions of this Act, such document shall be executed, in ink, as follows:
(1) The articles of incorporation, and any other | ||
| ||
(2) All other documents shall be signed:
(i) By the president, a vice-president, the | ||
| ||
(ii) If it shall appear from the document that | ||
| ||
(iii) If it shall appear from the document that | ||
| ||
(iv) By the holders of all outstanding shares; or
(v) If the corporate assets are in the possession | ||
| ||
(c) The name of a person signing the document and the capacity in which
he or she signs shall be stated beneath or opposite his or her signature.
(d) Whenever any provision of this Act requires any document to be verified,
such requirement is satisfied by either:
(1) The formal acknowledgment by the person or one of | ||
| ||
(2) The signature, without more, of the person or | ||
| ||
(e) Whenever any provision of this Act requires any document to be filed
with the Secretary of State or in accordance with this Section, such
requirement
means that:
(1) The original signed document, and if in duplicate | ||
| ||
(2) All fees, taxes and charges authorized by law to | ||
| ||
(3) If the Secretary of State finds that the document | ||
| ||
(i) Endorse on the original and on the true copy, | ||
| ||
(ii) File the original in his or her office;
(iii) (Blank); or
(iv) If the filing is in duplicate, he or she | ||
| ||
(f) If another Section of this Act specifically prescribes a manner of
filing or executing a specified document which differs from the
corresponding provisions
of this Section, then the provisions of such other Section shall govern.
(Source: P.A. 99-608, eff. 7-22-16.)
|
(805 ILCS 5/1.11) Sec. 1.11. Electronic filing. Documents or reports transmitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgment of the person, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true. Compliance with this Section shall satisfy the signature provisions of Section 1.10 of this Act, which shall otherwise apply.
(Source: P.A. 95-368, eff. 8-23-07.) |
(805 ILCS 5/1.15) (from Ch. 32, par. 1.15)
Sec. 1.15.
Statement of correction.
(a) Whenever any instrument authorized
to be filed with the Secretary of State under any provision of this Act
has been so filed and, as of the date of the action therein referred to,
contains any misstatement of fact, typographical error,
error of transcription or any other error or defect or was defectively or
erroneously executed, such instrument may be corrected by filing, in accordance
with Section 1.10 of this Act, a statement of correction.
(b) A statement of correction shall set forth:
(1) The name or names of the corporation or | ||
| ||
(2) The title of the instrument being corrected and | ||
| ||
(3) The inaccuracy, error or defect to be corrected | ||
| ||
(c) A statement of correction shall be executed in the same manner in
which the instrument being corrected was required to be executed.
(d) The corrected instrument shall be effective as of the date the original
instrument was filed.
(e) A statement of correction shall not:
(1) Effect any change or amendment of articles which | ||
| ||
(2) Take the place of any document, statement or | ||
| ||
(3) Affect any right or liability accrued or incurred | ||
| ||
(4) Alter the provisions of the articles of | ||
| ||
(5) Alter the provisions of the application for | ||
| ||
(6) Alter the provisions of the application to adopt | ||
| ||
(7) Alter the wording of any resolution as filed in | ||
| ||
(8) Alter the provisions of the statement of election | ||
| ||
(f) A statement of correction may correct the basis, as established by
any document required to be filed by this Act, of license
fees, taxes, penalty, interest, or other charge paid or payable under this
Act.
(g) A statement of correction may provide the grounds for a petition
for a refund or an adjustment of an assessment filed under Section 1.17 of this
Act.
(Source: P.A. 93-59, eff. 7-1-03.)
|
(805 ILCS 5/1.17) (from Ch. 32, par. 1.17)
Sec. 1.17.
Petition for refund or adjustment of
license fee, franchise tax, penalty, or interest.
(a) Any domestic corporation
or foreign corporation having authority to transact business in this State
may petition the Secretary of State for a refund or adjustment of license
fee, franchise tax, penalty, or interest claimed to have been
erroneously paid or
claimed to be payable, subject however to the following limitations:
(1) No refund shall be made unless a petition for | ||
| ||
(2) No adjustment of any license fee, franchise tax, | ||
| ||
(3) If the refund or adjustment claimed is based upon | ||
| ||
(b) The petition for refund or adjustment shall be executed in
accordance with Section 1.10 of this Act and shall set forth:
(1) The name of the corporation and the state or | ||
| ||
(2) The amount and nature of the claim.
(3) The details of each transaction and all facts | ||
| ||
(4) Any other information required by rule.
(c) If the Secretary of State determines that any license fee, franchise
tax, penalty, or interest is incorrect, in whole or in part, he
or she shall adjust
the amount to be paid or shall refund to the corporation any amount paid in
excess of the proper amount; provided, however, that no refund shall be
made for an amount less than $200 and any refund in excess of that amount
shall be reduced by $200, and provided further, that such refund shall be
made without payment of interest.
(Source: P.A. 91-464, eff. 1-1-00.)
|
(805 ILCS 5/1.20) (from Ch. 32, par. 1.20)
Sec. 1.20.
Certificates and certified copies of certain documents to
be received in evidence.
All certificates issued by the Secretary of State in accordance with the
provisions of this Act and all copies of documents filed in the Secretary's
office in
accordance with the provisions of this Act when certified by him or her, shall
be taken and received in all courts, public offices, and official bodies
as prima facie evidence of the facts therein stated. A certificate by the
Secretary of State under the great seal of the State of Illinois, as to
the existence or non-existence of the facts relating to corporations which
would not appear from a certified copy of any of the foregoing documents
or certificates shall be taken and received in all courts, public offices,
and official bodies as prima facie evidence of the existence or non-existence
of the facts therein stated.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/1.25) (from Ch. 32, par. 1.25)
Sec. 1.25. List of corporations; exchange of information.
(a) The Secretary of State shall
publish each year a list of corporations filing an annual report for the
preceding year in accordance with the provisions of this Act, which report
shall state the name of the corporation and the respective names and addresses
of the president, secretary, and registered agent thereof and the address
of the registered office in this State of each such corporation. The Secretary
of State shall publish such report as open data.
(b) (1) The Secretary of State shall publish daily a list of all newly
formed corporations, business and not for profit, chartered by him on that
day issued after receipt of the application. The daily list shall contain
the same information as to each corporation as is provided for the corporation
list published under subsection (a) of this Section. The Secretary of State shall publish the daily list as open data.
(2) The Secretary shall compile the daily list mentioned in paragraph
(1) of subsection (b) of this Section monthly, or more often at the
Secretary's discretion.
The Secretary shall publish the compilation as open data.
(3) Public data sets made available pursuant to this Section are provided for informational purposes only. The Secretary of State does not warrant the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set made available on the web portal, nor are such warranties to be implied or inferred with respect to the public data sets furnished under this Act. (4) The State is not liable for any deficiencies in the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set or any third-party application utilizing such data set, unless such deficiencies are the result of willful or wanton action of the Secretary of State or its employees or agents.
(c) If a domestic or foreign corporation has filed with the
Secretary of State an annual report for the preceding year or has
been newly formed or is otherwise and in any manner registered
with the Secretary of State, the Secretary of State shall exchange
with the Department of Healthcare and Family Services
any information concerning that corporation that may be
necessary for the enforcement of child support orders entered
pursuant to the Illinois Public Aid Code, the Illinois Marriage and
Dissolution of Marriage Act, the Non-Support of Spouse and
Children Act, the Non-Support Punishment Act, the Revised Uniform Reciprocal Enforcement of Support Act, the
Uniform Interstate Family Support Act, the
Illinois Parentage Act of 1984, or the Illinois Parentage Act of 2015.
Notwithstanding any provisions in this Act to the contrary,
the Secretary of State shall not be liable
to any person for any disclosure of information to the Department of Healthcare and Family Services (formerly Illinois
Department of Public Aid) under this subsection or for
any other
action taken in good faith to comply with the requirements of this
subsection.
(Source: P.A. 102-49, eff. 1-1-22.)
|
(805 ILCS 5/1.30) (from Ch. 32, par. 1.30)
Sec. 1.30.
Abstract of corporate record.
(a) The Secretary of State
may, upon receipt of a written request and payment of a fee as
determined by the Secretary, furnish to the person
or agency so requesting an abstract of the corporate record of any
domestic or foreign corporation
licensed to do business in the State of Illinois. All requests
for abstracts shall be made in the manner and the form prescribed by the
Secretary of State.
(b) The Secretary of State may certify an abstract of a corporate record
upon written request therefor. The fee for such certification shall be $5
in addition to the fee required for furnishing an abstract record as provided
herein. Such certification shall be made under the signature of the Secretary
of State and shall be authenticated by the Seal of his office.
(c) The fees provided in this Section for abstracts of corporate records
and certifications of abstracts shall not be applicable to any federal,
state or local governmental agency requesting such information or certification.
(Source: P.A. 84-924.)
|
(805 ILCS 5/1.35) (from Ch. 32, par. 1.35)
Sec. 1.35.
Interrogatories to be propounded by Secretary of State.
The Secretary of State may propound to any corporation, domestic or foreign,
subject to the provisions of this Act, and to any officer or director thereof,
such interrogatories as may be reasonably necessary and proper to enable
the Secretary to ascertain whether such corporation has complied with all the provisions
of this Act applicable to such corporation. Such interrogatories shall be
answered within thirty days after the mailing thereof, or within such additional
time as shall be fixed by the Secretary of State, and the answers thereto
shall be full and complete and shall be made in writing and under oath.
If such interrogatories be directed to an individual they shall be answered
by him or her, and if directed to a corporation they shall be answered by the president,
vice-president, secretary, or assistant secretary thereof. The Secretary
of State need not file any document to which such interrogatories relate
until such interrogatories be answered as herein provided, and not then
if the answers thereto disclose that such document is not in conformity
with the provisions of this Act. The Secretary of State shall certify to
the Attorney General, for such
action as the Attorney General may deem appropriate, all interrogatories
and answers thereto which disclose a violation of any of the provisions of
this Act.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/1.40) (from Ch. 32, par. 1.40)
Sec. 1.40.
Information disclosed by interrogatories.
Interrogatories propounded by the Secretary of State and the answers thereto
shall not be open to public inspection nor shall the Secretary of State
disclose any facts or information obtained therefrom except in so far as
official duty may require the same to be made public or in the event
such interrogatories or the answers thereto are required for evidence in
any criminal proceeding or in any other action by the State.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/1.45) (from Ch. 32, par. 1.45)
Sec. 1.45.
Judicial review under the Administrative Review Law.
If
the Secretary of State shall fail to approve any articles of incorporation,
amendment, merger, consolidation, dissolution, petition for
reduction or refund, or any other document
required by this Act to be approved by the Secretary of State before the
same shall be filed in his or her office, the Secretary shall, within 10 days after
the delivery thereof to him or her, give written notice of his or her disapproval
to the person or corporation, domestic or foreign, delivering the same,
specifying the reasons therefor. The decision of the Secretary of State
is subject to judicial
review under the Administrative Review Law, as now or hereafter amended.
If the Secretary of State shall revoke the certificate of authority to
transact business in this State of any foreign corporation, pursuant to
this Act, such decision shall be subject to judicial review under the Administrative
Review Law, as now or hereafter amended.
Appeals from all final orders and judgments entered by the circuit court
under this section in review of any ruling or decision of the Secretary
of State may be taken as in other civil actions by either party to the proceeding.
(Source: P.A. 84-924.)
|
(805 ILCS 5/1.50) (from Ch. 32, par. 1.50)
Sec. 1.50.
Administrative Procedure Act.
The Illinois Administrative
Procedure Act is expressly adopted and incorporated herein as if all of the
provisions of that Act were included in this Act, except that the provision of
subsection (d) of Section 10-65 of the Illinois Administrative Procedure Act
which provides that at hearing the licensee has the right to show compliance
with all lawful requirements for retention, continuation or renewal of the
license is specifically excluded. For the purposes of this Act the notice
required under Section 10-25 of the Administrative Procedure Act is deemed
sufficient when mailed to the last known address of a party.
(Source: P.A. 88-45.)
|
(805 ILCS 5/1.55a) (from Ch. 32, par. 1.55a)
Sec. 1.55a.
Certain powers reserved to General Assembly.
The General
Assembly shall at all times have power to prescribe such
provisions and limitations as it may deem advisable, which
provisions and limitations shall be binding upon any and all corporations,
domestic or foreign, subject to the provisions of this Act, and the General
Assembly shall have power to amend, repeal, or modify this Act at pleasure.
(Source: P.A. 85-1269.)
|
(805 ILCS 5/1.60) (from Ch. 32, par. 1.60)
Sec. 1.60.
Effect of repeal of prior law on rights accrued or liabilities
or penalties incurred.
The repeal of a law by this Act shall not affect any right accrued or established,
or any liability or penalty incurred, under the provisions of such law,
prior to the repeal thereof, provided, that in computing and adjusting franchise
tax and penalties past due from a corporation, domestic or foreign, such
computation and adjustment shall be made on the basis prescribed by this Act.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/1.63) Sec. 1.63. Conversions and domestications. Conversions and domestications are governed by the Entity Omnibus Act.
(Source: P.A. 100-561, eff. 7-1-18.) |
(805 ILCS 5/1.65) (from Ch. 32, par. 1.65)
Sec. 1.65.
Effect of invalidity of part of this Act.
If a court of
competent jurisdiction shall adjudge to be invalid or unconstitutional any
clause, sentence, paragraph, section, or part of this Act, such judgment
shall not affect, impair, invalidate, or nullify the remainder of this Act,
but the effect thereof shall be confined to the clause, sentence, paragraph,
Section or part of this Act so adjudged to be invalid or unconstitutional.
(Source: P.A. 84-545.)
|
(805 ILCS 5/1.70) (from Ch. 32, par. 1.70)
Sec. 1.70. Miscellaneous applications.
(a) Application to existing
corporations organized under general laws. The provisions of this Act shall
apply to all existing corporations, including
public utility corporations, organized under any general law of this State
providing for the organization of corporations for a purpose or purposes
for which a corporation might be organized under this Act.
(b) Application to existing corporations organized under special Acts. All
corporations, including public utility corporations, heretofore organized
for profit under any special law of this State, for a purpose or purposes
for which a corporation might be organized under this Act, shall be entitled
to the rights, privileges, immunities, and franchises provided by this Act.
(c) Application of Act to domestic railroad corporations. Corporations
organized under the laws of this State for the purpose of operating any
railroad in this State shall be subject to the following provisions of this
Act regardless of whether or not such corporations have been reincorporated
under provisions of this Act:
(1) Section 3.10(m), relating to the donations for | ||
| ||
(2) Sections 12.05, 12.10, 12.15, 12.20, 12.25 and | ||
| ||
(3) Sections 12.35, 12.40, 12.45 and 12.50(a), | ||
| ||
(4) Section 12.80 relating to survival of remedy | ||
| ||
(5) Sections 14.05 and 14.10 relating to annual | ||
| ||
(6) Section 14.20 relating to reports of domestic | ||
| ||
(7) Sections 16.50 and 16.10 relating to penalties | ||
| ||
(8) Sections 1.05, 1.10, 1.20, 1.25, 1.35, 1.40, | ||
| ||
Corporations organized under the provisions of this Act, or which were
organized under the provisions of any other general or special laws of this
State and later reincorporated under the provisions of this Act, for the
purpose of operating any railroad in this State, shall be entitled to the
rights, privileges, immunities, and franchises provided by this Act and
shall be in all respects governed by this Act unless otherwise specified
herein.
(d) Application to co-operative associations. Any corporation organized
under any general or special law of this State
as a co-operative association shall be entitled to the benefits of this Act
and shall be subject to all the provisions hereof, in so far as they are
not in conflict with the general law or special Act under which it was
organized, upon the holders of two-thirds of its outstanding shares
having voted to accept the benefits of this Act and to be subject to all
the provisions hereof, except in so far as they may be in conflict with the
general or special law under which it was organized, and the filing in
the office of the Secretary of State of a certificate setting forth such
fact. Such certificate shall be executed by such co-operative association
by its president or vice-president, and verified by him or her, attested by its
secretary or an assistant
secretary. The notice of the meeting at which such vote is taken, which may
be either an annual or a special meeting of shareholders, shall set forth
that a vote will be taken at such meeting on the acceptance by such
co-operative association of the provisions of this Act.
(e) Application of Act in certain cases. Nothing contained in this Act
shall be held or construed to:
(1) Authorize or permit the Illinois Central Railroad | ||
| ||
(2) Alter, modify, release, or impair the rights of | ||
| ||
(3) Alter, modify, or repeal any of the provisions of | ||
| ||
(f) Application of Act to foreign and interstate commerce. The provisions
of this Act shall apply to commerce with foreign nations
and among the several states only in so far as the same may be permitted
under the provisions of the Constitution of the United States.
(g) Requirement before incorporation of trust company. Articles of
incorporation for the organization of a corporation for the purpose of
accepting and executing trusts shall not be filed by the Secretary of State
until there is delivered to him or her a statement executed by the Commissioner
of Banks and Real Estate that the incorporators of
the corporation have made arrangements with the Commissioner of
Banks and Real Estate to comply with the Corporate
Fiduciary Act.
(h) Application of certain existing acts. Corporations organized under the
laws of this State for the purpose of accepting and executing trusts shall be
subject to the provisions of the Corporate Fiduciary Act.
Corporations organized for the purpose of building, operating, and
maintaining within this State any levee, canal, or tunnel for agricultural,
mining, or sanitary purposes, shall be subject to the provisions of the
Corporation Canal Construction Act.
In any profession or occupation licensed by the Illinois Department of
Agriculture, the Department may, in determining financial ratios and allowable
assets, disregard notes and accounts receivable to the corporate licensee
from its officers or directors or a parent or subsidiary corporation of
such licensee or any receivable owing to a licensee corporation from an
unincorporated division of the licensee or any share subscription right
owing to a corporation from its shareholders.
(Source: P.A. 96-1121, eff. 1-1-11.)
|
(805 ILCS 5/1.80) (from Ch. 32, par. 1.80) Sec. 1.80. Definitions. 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, a foreign 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 corporation. (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 | ||
| ||
(2) the date of filing the application for authority | ||
| ||
(3) the date of filing the articles of consolidation | ||
| ||
(o) "Anniversary month" means the month in which the anniversary of the corporation occurs. (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 | ||
| ||
(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 month 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. (z) "Open data" means data that is expressed in a machine-readable form and that is made freely available to the public under an open license, without registration requirement, and without any other restrictions that would impede its use or reuse. (Source: P.A. 102-49, eff. 1-1-22; 103-605, eff. 7-1-24.) |
(805 ILCS 5/Art. 2 heading) ARTICLE 2.
FORMATION OF CORPORATIONS
|
(805 ILCS 5/2.05) (from Ch. 32, par. 2.05)
Sec. 2.05.
Incorporators.
(a) One or more incorporators may organize a
corporation under this Act. Each incorporator shall be either a corporation,
domestic or foreign, or a natural person of the age of 18 years or more.
(b) Unless otherwise provided in the articles of incorporation, any
action as provided in Section 2.20, Section 10.10 and Section 12.05 to be
taken by the incorporators of a corporation, may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be
signed by all the incorporators.
(Source: P.A. 84-924.)
|
(805 ILCS 5/2.10) (from Ch. 32, par. 2.10)
Sec. 2.10.
Articles of Incorporation.
The articles of incorporation
shall be executed and filed in duplicate in accordance with Section 1.10 of
this Act.
(a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that | ||
| ||
(2) the purpose or purposes for which the corporation | ||
| ||
(3) the address of the corporation's initial | ||
| ||
(4) the name and address of each incorporator;
(5) the number of shares of each class the | ||
| ||
(6) the number and class of shares which the | ||
| ||
(7) if the shares are divided into classes, the | ||
| ||
(8) if the corporation may issue the shares of any | ||
| ||
(b) The articles of incorporation may set forth:
(1) the names and addresses of the individuals who | ||
| ||
(2) provisions not inconsistent with law with respect | ||
| ||
(i) managing the business and regulating the | ||
| ||
(ii) defining, limiting, and regulating the | ||
| ||
(iii) authorizing and limiting the preemptive | ||
| ||
(iv) an estimate, expressed in dollars, of the | ||
| ||
(v) superseding any provision of this Act that | ||
| ||
(3) a provision eliminating or limiting the personal | ||
| ||
(4) any provision that under this Act is required or | ||
| ||
(c) The articles of incorporation need not set forth any of the corporate
powers enumerated in this Act.
(d) The duration of a corporation is perpetual unless otherwise specified
in the articles of incorporation.
(e) If the data to which reference is made in subparagraph (iv) of
paragraph (2) of subsection (b) of this Section is not included in the articles
of incorporation, the franchise tax provided for in this Act shall be computed
on the basis of the entire paid-in capital as set forth pursuant to paragraph
(6) of subsection (a) of this Section, until such time as the data to which
reference is made in subparagraph (iv) of paragraph (2) of subsection (b) is
provided in accordance with either Section 14.05 or Section 14.25 of this Act.
When the provisions of this Section have been complied with, the Secretary
of State shall file the articles of incorporation.
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
|
(805 ILCS 5/2.15) (from Ch. 32, par. 2.15)
Sec. 2.15.
Effect of incorporation.
Upon the filing of the articles of
incorporation by the Secretary
of State, the corporate existence shall begin, and such filing shall be
conclusive evidence, except as against the State,
that all conditions precedent required to be performed by the incorporators
have been complied with and that the corporation has been incorporated
under this Act.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/2.20) (from Ch. 32, par. 2.20)
Sec. 2.20.
Organization of Corporation.
(a) If there are no
preincorporation
subscribers and if initial directors are not named in the articles of
incorporation,
a meeting of the incorporators shall be held at the call of
a majority of the incorporators for the purpose of naming the initial
directors.
(b) If there are preincorporation subscribers and if initial directors
are not named in the articles of incorporation, the first meeting of
shareholders
shall be held after the filing of the articles of incorporation at
the call of a majority of the incorporators for the purpose of:
(1) electing initial directors;
(2) adopting by-laws if the articles of incorporation | ||
| ||
(3) such other matters as shall be stated in the | ||
| ||
(4) In lieu of a meeting, shareholder action may be | ||
| ||
(c) The first meeting of the initial directors shall be held at the call
of the majority of them for the purpose of:
(1) adopting by-laws if the shareholders have not | ||
| ||
(2) electing officers; and
(3) transacting such other business as may come | ||
| ||
(d) At least three days written notice of an organizational meeting shall
be given unless the persons entitled to such notice waive the same in writing,
either before or after such meeting. An organizational meeting may be held
either within or without this State.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/2.25) (from Ch. 32, par. 2.25)
Sec. 2.25.
By-laws.
Unless the power to make, alter, amend or repeal the by-laws is reserved
to the shareholders by the articles of incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders
or the board of directors, but no by-law adopted by the shareholders
may be altered, amended or repealed by the board of directors if the by-laws
so provide. The by-laws may contain
any provisions for the regulation and management of the affairs of the
corporation not inconsistent with law or the articles of incorporation.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/2.30) (from Ch. 32, par. 2.30)
Sec. 2.30.
Emergency by-laws.
The board of directors of any corporation, subject to approval by not
less than a majority of the shares voting on the proposal, may adopt
emergency by-laws, subject to repeal or change by action of the
shareholders, which, to the extent therein provided and notwithstanding any
different provisions elsewhere in this Act or in the articles of
incorporation or by-laws, shall be operative upon (a) the declaration of a
civil defense emergency by the President of the United States or by
concurrent resolution of the Congress of the United States pursuant to
Title 50, Appendix, Section 2291 of the United States Code, or any
amendment thereof, or (b) upon a proclamation of a civil defense emergency
by the Governor of the State of Illinois which relates to an attack or
imminent attack on the United States or any of its possessions. Such
emergency by-laws shall cease to be effective and shall be suspended upon
any proclamation by the President of the United States, or the passage by
the Congress of a concurrent resolution, or any declaration by the Governor
of Illinois that such civil defense emergency no longer exists.
Emergency by-laws adopted pursuant to this Act may contain such
provisions as may be deemed practical and necessary for the interim
management of the affairs of the corporation, including, without
limitation, provisions with respect to the number of directors or
shareholders who shall constitute a quorum at a meeting of the board of
directors or the shareholders, the number of votes necessary for action by
such board or by the shareholders, the procedure for holding a special
election of directors and the procedure for calling and holding meetings of
shareholders or directors. No officer, director or employee shall be liable
for any action taken by him in good faith in such an emergency to protect
or preserve assets of the corporation endangered by the existence of such
emergency even though not authorized by the by-laws then in effect.
Notwithstanding anything contained herein to the contrary, emergency
by-laws adopted pursuant to this Act shall not supersede the regular
by-laws of the corporation, the articles of incorporation or the provisions
of this Act, in respect to amending the articles of incorporation or the
regular by-laws of the corporation, adopting a plan of merger, consolidation
or exchange of shares with another corporation or
corporations, authorizing the
sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the corporation other than
in the usual and regular course of business, authorizing a liquidating
dividend, or authorizing the dissolution of the corporation; and the
regular by-laws of the corporation, the articles of incorporation and the
provisions of this Act shall continue in full force and effect for such
purposes.
(Source: P.A. 85-1269.)
|
(805 ILCS 5/2.35) (from Ch. 32, par. 2.35)
Sec. 2.35. Meetings of the board of directors of a residential
cooperative corporation shall be open to any
residential shareholder, except for the portion of any meeting held (i) to
discuss litigation when an action against or on behalf of the
corporation has been filed and is pending in a court or administrative
tribunal, or when the board of directors finds that such an action is
probable or imminent, (ii) to consider information regarding appointment,
employment or dismissal of an employee, or (iii) to discuss violations of
rules and regulations of the corporation by a residential shareholder.
Any residential shareholder
may record by tape, film or other means the proceedings at such meetings or
portions thereof required to be
open by this Section. The board may prescribe
reasonable rules and regulations to govern the right to make such
recordings. Notice of such meetings shall be mailed or delivered at
least 48 hours prior thereto, unless a written waiver of such notice is
signed by the person or persons entitled to such notice pursuant to the
articles of incorporation, bylaws, or other instrument
before the meeting is convened. Copies
of notices of meetings of the board of directors shall be posted in
entranceways, elevators, or other conspicuous places in the residential
cooperative at least 48 hours prior to the meeting of the board of
directors. If there is no common entranceway for 7 or more
apartments, the board of directors may designate one or more locations in
the proximity of such units where the notices of meetings shall be posted.
For purposes of this Section, "meeting of the board of directors" means any
gathering of a quorum of the members of the board of directors of the
residential cooperative held for the purpose of discussing business of the
cooperative.
The provisions of this Section shall apply to any residential cooperative
situated in the State of Illinois regardless of where
such cooperative may be incorporated.
(Source: P.A. 94-1099, eff. 2-2-07.)
|
(805 ILCS 5/Art. 2A heading) ARTICLE 2A.
CLOSE CORPORATIONS
|
(805 ILCS 5/2A.05) (from Ch. 32, par. 2A.05)
Sec. 2A.05.
Formation of a close corporation.
A close
corporation shall be formed in accordance with the provisions
of this Act, except its articles of incorporation shall contain
a heading stating that it is
being organized as a close corporation. A corporation organized
under the Professional Service Corporation Act or the Medical
Service Corporation Act, as such Acts are now or hereafter amended,
may become a close corporation if it complies with the requirements
of this Article.
(Source: P.A. 88-151.)
|
(805 ILCS 5/2A.10) (from Ch. 32, par. 2A.10)
Sec. 2A.10.
Election of existing corporation to become a close
corporation. Any corporation whose issued and outstanding shares are
subject, or upon election shall be subject, to one or more of the
restrictions on transfer set forth in Section 6.55 may become a close
corporation by executing and filing, in accordance with Sections
1.10 and 10.20 of this Act, articles of amendment of its articles of
incorporation which shall contain a statement required by Section 2A.05 to
appear in the articles of incorporation of a close corporation.
Such amendment shall be adopted in accordance with the requirements of
Section 10.20 of this Act, except that, subsection (d) of Section 10.20
notwithstanding, it must be approved unanimously in writing or by the vote
of the holders of record of all the outstanding shares of each class of
the corporation.
(Source: P.A. 96-1121, eff. 1-1-11.)
|
(805 ILCS 5/2A.13) (from Ch. 32, par. 2A.13)
Sec. 2A.13.
Effect of formation or election.
A corporation formed
under the provisions of Section 2A.05 or electing to be treated as a close
corporation under Section 2A.10 shall be subject to the provisions of
this Article.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/2A.15) (from Ch. 32, par. 2A.15)
Sec. 2A.15.
Limitations on continuation of close corporation status.
A close corporation continues to be such and to be subject to this Article
until:
(1) It files with the Secretary of State articles of amendment deleting
from its articles of incorporation the provisions required by Sections
2A.05 hereof pursuant to subsection (a) of Section 2A.20; or
(2) Any one of the restrictions on the transfer of shares set forth in
paragraph (s) of Section 1.80 to qualify a corporation as a close
corporation has in fact been breached or removed and neither the
corporation nor any of its shareholders proceeds under Section 2A.30 of
this Act to prevent such loss of status or to remedy such breach.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/2A.20) (from Ch. 32, par. 2A.20)
Sec. 2A.20.
Voluntary termination of close corporation status by
amendment of articles of incorporation; vote required.
(a) A corporation may voluntarily terminate its status as a close
corporation and cease to be subject to this Article 2A by amending its
articles of incorporation to delete therefrom the additional provisions
required by Section 2A.05 to be stated in the articles of incorporation of
a close corporation and deleting from its articles of incorporation, or
terminating or amending any shareholder agreement containing, provisions
available only to close corporations. Any such amendment to the articles
of incorporation shall be adopted and shall become effective in accordance
with Section 10.20 except that, subsection (d) of Section 10.20
notwithstanding, it must be approved in writing or by a vote of the holders
of record of at least two-thirds of the outstanding shares of each class of
the corporation.
(b) The articles of incorporation of a close corporation may provide
that on any amendment to terminate its status as a close corporation, a
unanimous vote or any vote greater than two-thirds of the shares of any
class shall be required; and, if the articles of incorporation contain such
a provision, that provision shall not be amended, repealed or modified by
any vote less than that so required to terminate the corporation's status
as a close corporation.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/2A.25) (from Ch. 32, par. 2A.25)
Sec. 2A.25.
Issuance or transfer of shares of a close corporation in
breach of qualifying conditions.
(a) Every certificate representing shares issued by a close corporation
shall conspicuously set forth upon the face or back of the certificate a
full statement of all restrictions on transfer and the qualifications of
shareholders and the existence of any written agreement permitted under
Section 2A.40. Such full statement may be omitted from the certificate if
it is conspicuously stated upon the face or back of the certificate that
such statement and written agreement, if any, in full, will be furnished by
the corporation to any shareholder upon request and without charge.
(b) Any person to whom certificates representing shares of a close
corporation containing either statement required by subsection (a) of this
Section are issued or assigned is conclusively presumed to have notice (i)
of the fact of his
ineligibility to be a shareholder, (ii) that he has acquired shares in
violation of a restriction on transfer allowed pursuant to this Article,
and (iii) of the provisions of a written agreement permitted under
Section 2A.40.
(c) Whenever any person to whom shares of a close corporation have been
issued or assigned has, or is conclusively presumed under this Section to
have, notice either (i) that he is a person not eligible to be a
shareholder of the corporation, or (ii) that the assignment of shares is in
violation of a restriction on transfer of shares allowed pursuant to this
Article, the corporation shall refuse to register or transfer the shares
into the name of the assignee.
(d) The provisions of subsection (c) of this Section shall not be
applicable if the issuance or transfer of shares has been consented to by
all of the shareholders of each class of the close corporation, or if the
close corporation has amended its articles of incorporation in accordance
with Section 2A.10.
(e) The term "transfer" or "assign" as used in this Section is not
limited to a transfer or assignment for value.
(f) The provisions of this Section do not in any way impair any rights
of an assignee regarding any right to rescind the transaction or to recover
under any applicable warranty, express or implied.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/2A.30) (from Ch. 32, par. 2A.30)
Sec. 2A.30.
Involuntary termination of close corporation status;
proceeding to prevent loss of status.
(a) If any event occurs that results in the breach of one or more of the
provisions or conditions set forth in paragraph (s) of Section 1.80 as
necessary to qualify the corporation as a close corporation, then upon
discovery by the corporation of the event, the corporation shall promptly
notify all of the shareholders in writing of the event and of the
shareholders' rights under subsection (b) of this Section. If, within 90
days after such notification, the breach is not remedied or a proceeding
under subsection (b) of this Section is not commenced, then the
corporation's status as a close corporation under this Article shall
terminate. In the event that all of the shareholders of the corporation
are not so notified within one year after the discovery by the corporation,
or a shareholder thereof, of the breach, then the corporation's status as a
close corporation under this Article shall terminate as of the last day of
that one year period, unless within that one year period the breach is
remedied or a proceeding is commenced under subsection (b) of this Section.
Upon termination as a close corporation, the corporation shall no longer
be governed by this Article, but shall continue to be governed by the
remaining provisions of this Act.
(b) The circuit court of the county in which the registered office of
the corporation is located, upon the suit of the corporation or any
shareholder thereof, shall have jurisdiction to issue all orders necessary
to prevent the corporation from losing its status as a close corporation,
or to restore its status as a close corporation by enjoining or setting
aside any act or threatened act on the part of the corporation or a
shareholder thereof which would be inconsistent with any of the provisions
or conditions set forth in paragraph (s) of Section 1.80 as necessary to
qualify the corporation as a close corporation, unless it is an action
approved in accordance with Section 2A.25. The circuit court shall enjoin
or set aside any transfer or threatened transfer of shares of a close
corporation which is contrary to any transfer restriction set forth in
paragraph (s) of Section 1.80.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/2A.31) (from Ch. 32, par. 2A.31)
Sec. 2A.31.
Corporate option where a restriction on transfer of shares
is held invalid. If a restriction on transfer of shares of close
corporation is held by the circuit court in a proceeding pursuant to
subsection (b) of Section 2A.30 to be invalid, the corporation shall
nevertheless have an option, for a period of 30 days after the judgment
setting aside the restriction becomes final, to acquire the restricted
shares at a price which is agreed upon by the parties, or if no agreement
is reached as to price within such 30 day period, then at the fair value of
such shares as determined by the circuit court. Upon determining the fair
value of such shares, the court shall set forth in its order the purchase
price and the time within which payment shall be made and may decree such
other terms and conditions of sale as it determines to be appropriate,
including payment of the purchase price in installments over a period of time.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/2A.40) (from Ch. 32, par. 2A.40)
Sec. 2A.40.
Written agreements as to conduct of certain affairs of
corporation.
(a) All shareholders of a close corporation may enter into a written
agreement, relating to any phase of the affairs of the corporation,
including, but not limited to, the following:
(1) Management of the business of the corporation.
(2) Declaration and payment of dividends or division | ||
| ||
(3) Who shall be officers or directors, or both, of | ||
| ||
(4) Restrictions on transfer of shares specified | ||
| ||
(5) Voting requirements, including the requirements | ||
| ||
(6) Employment of shareholders by the corporation.
(7) Arbitration of issues as to which the | ||
| ||
(b) No written agreement to which shareholders of a close corporation
have actually assented, whether embodied in the articles of incorporation
or bylaws of the corporation or in any separate written agreement and which
relates to any phase of the affairs of the corporation, whether to the
management of its business or division of its profits or otherwise, shall
be invalid as between the parties thereto, on the ground that it is an
attempt by the parties thereto to treat the corporation as if it were a
partnership or to arrange their relationships in a manner that would be
appropriate only between partners.
(c) If the business of a close corporation is managed by a board of
directors, an agreement among all of the shareholders, whether solely among
themselves or between all of them and a party who is not a shareholder, is
not invalid, as among the parties thereto, on the ground that it so relates to
the conduct of the affairs of the corporation as to interfere with the
discretion of the board of directors, but the making of such an agreement
shall impose upon the shareholders the liability for managerial acts that is
imposed by the laws of this State upon directors.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/2A.45) (from Ch. 32, par. 2A.45)
Sec. 2A.45.
Management by shareholders.
(a) The articles of incorporation of a close corporation may provide
that the business of the corporation shall be managed by the shareholders
of the corporation rather than by a board of directors. So long as this
provision continues in effect:
(1) no meeting of shareholders need be called to | ||
| ||
(2) unless the context clearly requires otherwise, | ||
| ||
(3) shareholders shall act in the same manner as | ||
| ||
(4) the shareholders of the corporation shall be | ||
| ||
(b) A provision authorized by subsection (a) of this Section may be
inserted in the articles of incorporation by amendment if all subscribers
and shareholders of record, or if no shares have been issued, all
incorporators and subscribers authorize such a provision. An amendment to
the articles of incorporation to delete such provision shall be adopted,
subsection (d) of Section 10.20 notwithstanding, by a vote of the holders
of record of all the outstanding shares of each class of the corporation.
If the articles of incorporation contain a provision authorized by this
Section the existence of such provision shall be noted conspicuously on
the face or back of every certificate representing shares issued by the
corporation.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/2A.50) (from Ch. 32, par. 2A.50)
Sec. 2A.50.
Shareholders' option to dissolve corporation.
(a) The articles of incorporation of any close corporation may include a
provision granting to any shareholder, or to the holders of any specified
number or percentage of shares of any class, an option to have the
corporation dissolved at will or upon the occurrence of any specified event
or contingency. Whenever any such option to dissolve is exercised, the
shareholders exercising such option shall give written notice thereof to
all other shareholders. After the expiration of 30 days following the
sending of such notice, the dissolution of the corporation shall proceed as
if the required number of shareholders having voting power had consented in
writing to dissolution of the corporation.
(b) If the articles of incorporation as originally filed do not contain
a provision authorized by subsection (a) of this Section, the articles of
incorporation may be amended to include such provision if adopted,
subsection (d) of Section 10.20 notwithstanding, by the affirmative vote of
the holders of record of all the outstanding shares of each class of the
corporation.
(c) Every certificate representing shares issued by a close corporation
of which the articles of incorporation authorize dissolution as permitted
by this Section shall conspicuously note on the face or back thereof the
existence of the provision. Unless noted conspicuously on the face or back
of the share certificate, the provision shall be ineffective.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/2A.55) (from Ch. 32, par. 2A.55)
Sec. 2A.55.
Dissolution.
Subject to Section 2A.50, the provisions of
Article 12 shall apply to the dissolution of a close corporation.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/2A.60) (from Ch. 32, par. 2A.60)
Sec. 2A.60.
Applicability.
(a) Any corporation organized and existing under The Close Corporation
Act on the effective date of this amendatory Act of 1990 shall be deemed to
be a close corporation subject to the provisions of this Article.
(b) Any corporation which is not a close corporation shall not be
subject to the provisions of this Article nor shall the provisions of this
Article be construed to amend or modify any statute or rule of common law
otherwise applicable to such a corporation.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/Art. 3 heading) ARTICLE 3.
PURPOSES AND POWERS
|
(805 ILCS 5/3.05) (from Ch. 32, par. 3.05)
Sec. 3.05.
Purposes.
Corporations for profit may be organized under
this Act for any lawful purpose or purposes, except for the purpose of banking
or insurance; provided, however, that
corporations may be organized under this Act for the purpose of buying,
selling, or otherwise
dealing in notes (not including the discounting of bills and notes and not
including the buying and selling of bills of exchange), open accounts, and
other similar evidences of debt, for the purpose of carrying on the
business
of a syndicate or limited syndicate under Article V-1/2 of the Illinois
Insurance Code, or for the purpose of carrying on business as a member of
a group including incorporated and individual unincorporated underwriters when
the Director of Insurance finds that the group meets the requirements of
subsection (3)
of Section 86 of
the Illinois Insurance Code and the corporations, if insolvent, are
subject
to liquidation by the Director of Insurance under Article XIII
of the Illinois Insurance Code.
Medical corporations, as authorized by the Medical
Corporation
Act, may be organized under this Act.
Professional Service Corporations, as authorized by the
Professional
Service Corporation Act, may be organized under this Act.
(Source: P.A. 88-535.)
|
(805 ILCS 5/3.10) (from Ch. 32, par. 3.10)
Sec. 3.10.
General powers.
Each corporation shall have power:
(a) To have perpetual succession by its corporate name unless a
limited period of duration is stated in its articles of incorporation.
(b) To sue and be sued, complain and defend, in its corporate name.
(c) To have a corporate seal which may be altered at pleasure, and
to use the same by causing it, or a facsimile thereof, to be impressed
or affixed or in any other manner reproduced, provided that the affixing
of a corporate seal to an instrument shall not give the instrument additional
force or effect, or change the construction thereof, and the use of a corporate
seal is not mandatory.
(d) To purchase, take, receive, lease as lessee, take by gift,
legacy, or otherwise acquire, and to own, hold, use, and
otherwise deal in and with any real or personal property, or any
interest therein, situated in or out of this State.
(e) To sell and convey, mortgage, pledge, lease as lessor, and
otherwise dispose of all or any part of its property and assets.
(f) To lend money to its directors, officers, employees and agents.
(g) To purchase, take, receive, subscribe for, or otherwise acquire,
own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise
dispose of, and otherwise use and deal in and with, shares or other
interests in, or obligations of, other domestic or foreign corporations,
associations, partnerships, or individuals and, subject to the provisions of
Sections 9.05 and 9.10 of this Act, to purchase, take, receive, or otherwise
acquire, hold, own, pledge, transfer, or otherwise dispose of its own shares.
However,
if applicable, each corporation shall comply with the provisions of The
Illinois Bank Holding Company Act of 1957.
(h) To incur liabilities; to borrow money for its
corporate purposes at such rates of interest as the corporation may
determine without regard to the restrictions of any usury law of this
State, to issue its notes, bonds, and other obligations; to secure
any of its obligations by mortgage, pledge, or deed of trust of all or
any of its property, franchises, and income; and to make contracts, including
contracts of guaranty and suretyship, but a corporation may not
be organized hereunder for the purpose of insurance.
(i) To invest its surplus funds from time to time and to lend money
for its corporate purposes, and to take and hold real and personal
property as security for the payment of funds so invested or loaned.
(j) To conduct its business, carry on its operations, and have
offices within and without this State and to exercise in any other
state, territory, district, or possession of the United States, or in
any foreign country, the powers granted by this Act.
(k) To elect or appoint officers and agents of the corporation, and
define their duties and fix their compensations.
(l) To make and alter by-laws, not inconsistent with its articles of
incorporation or with the laws of this State, except as provided in
Section 2.30, for the administration and regulation of the affairs of the
corporation.
(m) To make donations for the public welfare or for charitable,
scientific, religious or educational purposes; to
lend money to the State or Federal government; and, to transact
any lawful business in aid of the United States.
(n) To cease its corporate activities and surrender its corporate
franchise.
(o) To establish deferred compensation plans, pension plans, profit-sharing
plans, share bonus
plans, share option plans, and other incentive plans for its directors,
officers and employees and to make the payments and issue the shares
provided for therein.
(p) To indemnify its directors, officers, employees or agents in accordance
with and to the extent permitted by Section 8.75 of this Act.
(q) To be a promoter, partner, member, associate or manager of any partnership,
joint venture or other enterprise.
(r) To have and exercise all powers necessary or convenient to
effect any or all of the purposes for which the corporation is formed.
(Source: P.A. 88-151.)
|
(805 ILCS 5/3.15) (from Ch. 32, par. 3.15)
Sec. 3.15.
Defense of Ultra Vires.
No act of a corporation and no
conveyance or transfer of
real or personal property to or by a corporation shall be invalid by reason of the
fact that the corporation was without capacity or power to do such act or
to make or receive such conveyance or transfer, but such lack of capacity
or power may be asserted:
(a) In a proceeding by a shareholder against the corporation to enjoin
the doing of any act or acts or the transfer of real or personal property
by or to the corporation. If the unauthorized acts or transfer sought to be
enjoined are being, or are to be, performed or made pursuant to any
contract to which the corporation is a party, the court may, if all of the
parties to the contract are parties to the proceeding and if it deems the
same to be equitable, set aside and enjoin the performance of such
contract, and in so doing shall allow to the corporation or the other
parties, as the case may be, compensation for the loss or damage sustained
by either of them which may result from the action of the court in setting
aside and enjoining the performance of such contract, but anticipated
profits to be derived from the performance of the contract shall not be
awarded by the court as a loss or damage sustained.
(b) In a proceeding by the corporation, whether acting directly or
through a receiver, trustee, or other legal representative, or through
shareholders in a representative suit, against the officers or directors of
the corporation for exceeding their authority.
(c) In a proceeding by the State, as provided in this Act, to dissolve
the corporation, or in a proceeding by the State to enjoin the corporation
from the transaction of unauthorized business.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/3.20) (from Ch. 32, par. 3.20)
Sec. 3.20.
Unauthorized assumption of corporate powers.
All persons
who assume to exercise corporate powers without authority so to do shall
be jointly and severally liable for all debts and liabilities incurred or
arising as a result thereof.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/3.25)
Sec. 3.25.
Locale misrepresentation.
(a) A person shall not advertise or cause to be listed in a telephone
directory an assumed or fictitious business name that intentionally
misrepresents where the business is actually located or operating or falsely
states that the business is located or operating in
the area covered by the telephone directory.
This subsection (a) does not apply to a telephone service provider or
to the publisher or distributor of a telephone service directory, unless the
conduct prescribed in this subsection (a) is on behalf of that telephone
service provider or that publisher or distributor.
(b) This Section does not apply to any foreign corporation, the stock of
which is traded on a national stock exchange, that has gross annual revenues in
excess of $100,000,000.
(c) A foreign corporation that violates this Section is guilty of a petty
offense and must be fined not less than $501 and not more than $1,000. A
foreign corporation is guilty of an additional offense for each additional day
in violation of this Section.
(Source: P.A. 91-906, eff. 1-1-01.)
|
(805 ILCS 5/Art. 4 heading) ARTICLE 4.
NAME
|
(805 ILCS 5/4.05) (from Ch. 32, par. 4.05)
Sec. 4.05. Corporate name of domestic or foreign corporation.
(a) The corporate name of a domestic corporation or of a foreign
corporation organized, existing or subject to the provisions of this Act:
(1) Shall contain, separate and apart from any other | ||
| ||
(2) Shall not contain any word or phrase which | ||
| ||
(3) Shall be distinguishable upon the records in the | ||
| ||
(i) Elects to adopt an assumed corporate name or | ||
| ||
(ii) Agrees in its application for a certificate | ||
| ||
(4) Shall contain the word "trust", if it be a | ||
| ||
(5) Shall not contain a word or phrase, or an | ||
| ||
(6) Shall consist of letters of the English alphabet, | ||
| ||
(7) Shall be the name under which the corporation | ||
| ||
(8) (Blank).
(9) (Blank). (b) The Secretary of State shall determine whether a name is
"distinguishable" from another name for purposes of this Act. Without
excluding other names which may not constitute distinguishable names in
this State, a name is not considered distinguishable, for purposes of this
Act, solely because it contains one or more of the following:
(1) the word "corporation", "company", | ||
| ||
(2) articles, conjunctions, contractions, | ||
| ||
(c) Nothing in this Section or Sections 4.15 or 4.20 shall:
(1) Require any domestic corporation existing or any | ||
| ||
(2) Abrogate or limit the common law or statutory law | ||
| ||
(Source: P.A. 100-753, eff. 1-1-19.)
|
(805 ILCS 5/4.10) (from Ch. 32, par. 4.10)
Sec. 4.10. Reserved name. The exclusive right to the use of a corporate
name or an assumed corporate name, as the case may be, may be reserved by:
(a) Any person intending to organize a corporation under this Act.
(b) Any domestic corporation intending to change its name.
(c) Any foreign corporation intending to make application for authority to transact business in this State.
(d) Any foreign corporation authorized to transact business in this State
and intending to change its name.
(e) Any person intending to organize a foreign corporation and intending
to have such corporation make application for authority
to transact business in this State.
(f) Any domestic corporation intending to adopt an assumed corporate name.
(g) Any foreign corporation authorized to transact business in this State
and intending to adopt an assumed corporate name.
Such reservation shall be made by filing in the office of the Secretary
of State an application to reserve a specified corporate name or a specified
assumed corporate name, executed by the applicant. If the Secretary of State
finds that such name is available for corporate use, he or she shall reserve
the same for the exclusive use of such applicant for a period of ninety days
or until surrendered by a written cancellation document signed by the
applicant,
whichever is sooner.
The right to the exclusive use of a specified corporate name or assumed
corporate name so reserved may be transferred to any other person by filing
in the office of the Secretary of State a notice of such transfer, executed
by the person for whom such name was reserved, and specifying the name and
address of the transferee.
The Secretary of State may revoke any reservation if, after a hearing,
he or she finds that the application therefor or any transfer thereof was
made contrary to this Act.
(Source: P.A. 96-66, eff. 1-1-10.)
|
(805 ILCS 5/4.15) (from Ch. 32, par. 4.15)
Sec. 4.15. Assumed corporate name.
(a) A domestic corporation or a
foreign corporation admitted to transact business or attempting to gain
admission to transact business may elect to adopt an assumed corporate name
that complies with the requirements of paragraphs (2), (3), (4), (5), and (6)
of subsection (a) of Section 4.05 of this Act with respect to corporate names.
(b) As used in this Act, "assumed corporate name" means any corporate
name other than the true corporate name, except that the following shall
not constitute the use of an assumed corporate name under this Act:
(1) the identification by a corporation of its | ||
| ||
(2) the use of a name of a division, not separately | ||
| ||
(c) Before transacting any business in this State under an assumed corporate
name or names, the corporation shall, for each assumed corporate name, pursuant
to resolution by its board of directors, execute and file in duplicate in
accordance with Section 1.10 of this Act, an application setting forth:
(1) The true corporate name.
(2) The state or country under the laws of which it | ||
| ||
(3) That it intends to transact business under an | ||
| ||
(4) The assumed corporate name which it proposes to | ||
| ||
(d) The right to use an assumed corporate name shall be effective from
the date of filing by the Secretary of State until the first day of the
anniversary month of the corporation that falls within the next calendar
year evenly divisible by 5, however, if an application is filed within
the 2 months immediately preceding the anniversary month of a corporation
that falls within a calendar year evenly divisible by 5, the right
to use the assumed corporate name shall be effective until the first day of the
anniversary month of the corporation that falls within the next succeeding
calendar year evenly divisible by 5.
(e) A corporation shall renew the right to use its assumed corporate name
or names, if any, within the 60 days preceding the expiration of such
right, for a period of 5 years, by making an election to do so at
the time of filing its annual report form and by paying the renewal fee as
prescribed by this Act.
(f) (Blank).
(g) A foreign corporation may not use an assumed or fictitious name in the
conduct of its business to intentionally misrepresent the geographic origin or
location of the corporation within Illinois.
(Source: P.A. 100-753, eff. 1-1-19.)
|
(805 ILCS 5/4.20) (from Ch. 32, par. 4.20)
Sec. 4.20. Change and cancellation of assumed corporate name.
(a) Any domestic or foreign corporation may, pursuant to resolution by
its board of directors, change or cancel any or all of its assumed
corporate names by executing and filing, in accordance with Section 1.10 of
this Act, an application setting forth:
(1) The true corporate name.
(2) The state or country under the laws of which it | ||
| ||
(3) That it intends to cease transacting business | ||
| ||
(4) The assumed corporate name to be changed from or | ||
| ||
(5) If the assumed corporate name is to be changed, | ||
| ||
(b) Upon the filing of an application to change an assumed corporate
name, the corporation shall have the right to use the assumed corporate
name for the balance of the period authorized by subsection (d) of
Section 4.15.
(c) The right to use an assumed corporate name shall be cancelled by the
Secretary of State:
(1) If the corporation fails to renew an assumed | ||
| ||
(2) If the corporation has filed an application to | ||
| ||
(3) If a domestic corporation has been dissolved.
(4) If a foreign corporation has had its authority to | ||
| ||
(Source: P.A. 96-66, eff. 1-1-10.)
|
(805 ILCS 5/4.25) (from Ch. 32, par. 4.25)
Sec. 4.25.
Registered name of foreign corporation.
Any foreign corporation
not transacting business in this State and not authorized to transact business
in this State may register its corporate name, provided its corporate name
is available for use as determined by the Secretary of State in accordance
with the provisions of this Act.
(a) Such registration shall be made by (1) executing and filing in accordance
with Section 1.10 of this Act:
(i) an application for registration, stating the name of
the corporation, the State or place under the laws of which it is incorporated,
the date of its incorporation, a brief statement of the business in which
it is engaged or plans to engage, the post-office address of the
corporation to which the Secretary of State may mail notices as required or
permitted by this Act, and that it desires to register its name
under this Section; and (ii) a certificate setting forth that such corporation
is in good standing under the laws of the State or place wherein it is
organized
executed by the Secretary of State of such State or by such other public
official as may have custody of the records pertaining to corporations;
and (2) paying to the Secretary of State the fee prescribed by this Act.
(b) Such registration shall be effective from the date of filing by the
Secretary of State until the first day of the 12th month following such date.
(c) Such registration may be renewed from year to year by filing an
application
for renewal setting forth the facts required in an original application
for registration and a certificate of good standing as required for the
original registration and by paying the fee prescribed by this Act within
60 days immediately preceding the first day of the 12th month following
the date of filing the original registration or prior renewal. Such renewal
shall extend the registration for 12 months, to expire on the first day
of the month in which the original registration was filed the next year.
(d) Any foreign corporation which has in effect a registration of its
corporate name may cancel such registration at any time by filing an application
for cancellation in the same manner and setting forth the same facts required
to be set forth in an original registration and paying the fee prescribed by this Act.
(e) The Secretary of State may cancel any registration if, after a hearing, he or she
finds that the application therefor or any renewal thereof was made
contrary to this Act.
(Source: P.A. 84-924.)
|
(805 ILCS 5/Art. 5 heading) ARTICLE 5.
OFFICE AND AGENT
|
(805 ILCS 5/5.05) (from Ch. 32, par. 5.05)
Sec. 5.05. Registered office and registered agent. Each domestic corporation and each foreign corporation having authority to
transact business in this State shall have and
continuously maintain in this State:
(a) A registered office which may be, but need not | ||
| ||
(b) A registered agent, which agent may be either an | ||
| ||
(c) The address, including street and number, or | ||
| ||
In the event of dissolution of a corporation, either
voluntary, administrative, or judicial, the registered agent and the registered
office of the corporation on record with the Secretary of State on the date
of the issuance of the certificate or judgment of dissolution shall be an
agent of the corporation upon whom claims can be served or service of process
can be had during the 5-year, post-dissolution period provided in Section
12.80 of this Act, unless such agent resigns or the corporation properly
reports a change of registered office or registered agent.
In the event of revocation of the authority of
a foreign corporation to transact business in this State,
the registered agent and the registered office of the corporation on record
with the Secretary of State on the date of the issuance of the certificate
of revocation shall be an agent of the corporation upon whom claims can
be served or service of process can be had, unless such agent resigns.
(Source: P.A. 96-988, eff. 7-2-10; 97-333, eff. 8-12-11.)
|
(805 ILCS 5/5.10) (from Ch. 32, par. 5.10)
Sec. 5.10. Change of registered office or registered agent.
(a) A domestic corporation or a foreign corporation may from time to
time
change the address of its registered office.
A domestic corporation or a foreign corporation
shall change its registered agent if the office of registered agent shall
become vacant for any reason, or if its registered agent becomes disqualified
or incapacitated to act, or if the corporation revokes the appointment of
its registered agent.
(b) A domestic corporation or a foreign corporation may change the address
of its registered office or change its registered agent, or both, by executing
and filing,
in duplicate, in accordance with Section 1.10 of this Act a statement setting
forth:
(1) The name of the corporation.
(2) The address, including street and number, or | ||
| ||
(3) If the address of its registered office be | ||
| ||
(4) The name of its then registered agent.
(5) If its registered agent be changed, the name of | ||
| ||
(6) That the address of its registered office and the | ||
| ||
(7) That such change was authorized by resolution | ||
| ||
(c) (Blank).
(d) (Blank).
(e) The change of address of the registered office, or the change of
registered
agent, or both, as the case may be, shall become effective upon the filing
of such statement by the Secretary of State.
(Source: P.A. 96-1121, eff. 1-1-11.)
|
(805 ILCS 5/5.15) (from Ch. 32, par. 5.15)
Sec. 5.15. Resignation of registered agent. (a) A registered agent
may at any time resign by filing in the office of the Secretary of State
written notice thereof, and by mailing a copy thereof to the corporation
at its principal office as such is known to said resigning agent, such notice
to be mailed at least 10 days prior to the date of filing thereof with the
Secretary of State.
(b) The notice shall set forth:
(1) The name of the corporation for which the | ||
| ||
(2) The name of the registered agent.
(3) The address, including street and number, or | ||
| ||
(4) That the registered agent resigns.
(5) The effective date thereof which shall not be | ||
| ||
(6) The address of the principal office of the | ||
| ||
(7) A statement that a copy of this notice has been | ||
| ||
(c) Such notice shall be executed by the registered agent, if an individual,
or, if a business entity, in the manner authorized by the governing statute.
(Source: P.A. 96-988, eff. 7-2-10.)
|
(805 ILCS 5/5.20) (from Ch. 32, par. 5.20)
Sec. 5.20. Change of Address of Registered Agent.
(a) A registered agent
may change the address of the registered office of the domestic corporation
or of the foreign corporation, for which he or she or it is registered agent,
to another address in this State, by filing, in duplicate, in accordance
with Section 1.10 of this Act a statement setting forth:
(1) The name of the corporation.
(2) The address, including street and number, or | ||
| ||
(3) The address, including street and number, or | ||
| ||
(4) The name of its registered agent.
(5) That the address of its registered office and the | ||
| ||
Such statement shall be executed by the registered agent.
(b) (Blank).
(c) The change of address of the registered office shall become effective
upon
the filing of such statement by the Secretary of State.
(Source: P.A. 96-1121, eff. 1-1-11.)
|
(805 ILCS 5/5.25) (from Ch. 32, par. 5.25)
Sec. 5.25. Service of process on domestic or foreign corporation.
(a) Any process, notice, or demand required or permitted by law to be served
upon a domestic corporation or a foreign corporation having authority to
transact business in this State may be served either upon
the registered agent appointed by the corporation or upon the Secretary
of State as provided in this Section.
(b) The Secretary of State shall be irrevocably appointed as an agent
of a domestic corporation or of a foreign corporation having authority upon
whom any process, notice or demand may be served:
(1) Whenever the corporation shall fail to appoint or | ||
| ||
(2) Whenever the corporation's registered agent | ||
| ||
(3) When a domestic corporation has been dissolved, | ||
| ||
(4) When a domestic corporation has been dissolved, | ||
| ||
(5) When the authority of a foreign corporation to | ||
| ||
(c) Service under subsection (b) shall be made by:
(1) Service on the Secretary of State, or on any | ||
| ||
(2) Transmittal by the person instituting the action, | ||
| ||
(i) At the last registered office of the | ||
| ||
(ii) At such address the use of which the person | ||
| ||
(3) Appendage, by the person instituting the action, | ||
| ||
(d) Nothing herein contained shall limit or affect the right to serve
any process, notice, or demand required or permitted by law to be served
upon a corporation in any other manner now or hereafter permitted by law.
(e) The Secretary of State shall keep a record of all processes, notices,
and demands served upon him or her under this Section, and shall record
therein the time of such service and his or her action with reference
thereto, but shall not be required to retain such information for a
period longer than five years from his or her receipt of the service.
(Source: P.A. 98-171, eff. 8-5-13.)
|
(805 ILCS 5/5.30) (from Ch. 32, par. 5.30)
Sec. 5.30.
Service of process on foreign corporation not authorized
to transact business in Illinois. If any foreign corporation transacts
business in this State without having obtained authority
to transact business, it shall be deemed that such corporation has designated
and appointed the Secretary of State as an agent for process upon whom any
notice, process or demand may be served. Service on the Secretary of State
shall be made in the manner set forth in subsection (c) of Section 5.25
of this Act.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/Art. 6 heading) ARTICLE 6.
SHARES
|
(805 ILCS 5/6.05) (from Ch. 32, par. 6.05)
Sec. 6.05.
Authorized shares.
Each corporation shall have power to
create and issue the number of shares stated in its articles of incorporation.
Such shares may be divided into one or more classes, including classes of
common shares, any or all of which classes may consist of shares with such
designations, preferences, qualifications, limitations, restrictions, and
such special or relative rights as shall be stated in the articles of
incorporation; provided, however, that common shares may have no preference
over any other shares with respect to distribution of assets upon
liquidation or with respect to payment of dividends. Subject to the
provisions of Section 7.40 of this Act, the articles of incorporation may
limit or deny the voting rights of or provide special voting rights for the
shares of any and all classes or of any series of a class.
Without limiting the authority herein contained, a corporation, if so
authorized in its articles of incorporation, may issue shares of preferred
or special classes subject to one or more of the following conditions:
(a) Subject to the right of the corporation to redeem | ||
| ||
(b) Entitling the holders thereof to dividends which | ||
| ||
(c) Having preference over any other class or classes | ||
| ||
(d) Having preference as to the assets of the | ||
| ||
(e) Convertible into shares of any other class, or | ||
| ||
(f) The dividend rate on which may be determined upon | ||
| ||
Notwithstanding anything contained in Sections 6.10 and 7.40 of this
Act, except as otherwise provided in the articles of incorporation, a
corporation may create and issue, whether or not in connection with the
issue and sale of its shares or bonds, rights or options entitling the
holders thereof to purchase from the corporation, upon such consideration,
terms and conditions as may be fixed by the board, shares of any class or
series, whether authorized but unissued shares,
treasury shares or shares to be purchased or acquired, notes of the
corporation or assets of the corporation. The terms and conditions of such
rights or options may include, without limitation, restrictions or
conditions that preclude or limit the exercise, transfer or receipt of such
rights or options by any person or persons owning or offering to acquire a
specified number or percentage of the outstanding common shares or other
securities of the corporation, or any transferee or transferees of any such
person or persons, or that invalidate or void such rights or options held
by any such person or persons or any such transferee or transferees. Any
such rights or options heretofore created or issued prior to the effective
date of this amendatory Act of 1989 which are in conformity with this
Section 6.05 and are not otherwise in conflict with other provisions of this
Act, are hereby ratified. Nothing in this Section 6.05 shall affect the
rights and fiduciary obligations of the board of directors of a corporation
in the creation and issuance of such rights or options, or in the taking or
failing to take any action with respect to such rights or options.
(Source: P.A. 87-516; 88-151.)
|
(805 ILCS 5/6.10) (from Ch. 32, par. 6.10)
Sec. 6.10.
Issuance of shares of preferred or special classes in series.
(a) If the articles of incorporation so provide, the shares of any preferred
or special class may be divided into and issued in series. If the shares
of any such class are to be issued in series, then each series shall be
so designated as to distinguish the shares thereof from the shares of all
other series and classes. Any or all of the series of any such class and
the variations in the relative rights and preferences as between different
series may be fixed and determined by the articles of incorporation or
by resolution of the board of directors pursuant to authority contained
in the articles of incorporation, subject to the provisions of Section 7.40,
provided that all shares of the same class
shall be identical except as to the following relative rights and preferences,
in respect of any or all of which there may be variations between different series:
(1) The rate of dividend, or the facts ascertainable outside the
articles of incorporation, or the resolution of the board of directors
pursuant to authority contained in the articles of incorporation, providing
the basis for determining such rate of dividend, but only if the manner in
which such facts are to operate upon the dividend rate of any such series
shall be clearly and expressly set forth in the articles of incorporation
or in such resolution.
(2) The price at and the terms and conditions on which shares may be redeemed.
(3) The amount payable upon shares in event of involuntary liquidation.
(4) The amount payable upon shares in event of voluntary liquidation.
(5) Sinking fund provisions for the redemption or purchase of shares.
(6) The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion.
(7) The limitation or denial of voting rights, or the grant of special voting rights.
(b) Prior to the issue of any shares of a series established by resolution
adopted by the board of directors, the corporation shall execute and file
in duplicate, in accordance with Section 1.10 of this Act, a statement setting forth:
(1) The name of the corporation.
(2) A copy of the resolution establishing and designating the series,
and fixing and determining the relative rights and preferences thereof.
(3) The date of adoption of such resolution.
(4) That such resolution was duly adopted by the board of directors.
(c) Upon the filing of such statement by the Secretary of State, the resolution
establishing and designating the series and fixing and determining the relative
rights and preferences thereof shall become effective.
(Source: P.A. 86-464.)
|
(805 ILCS 5/6.15) (from Ch. 32, par. 6.15)
Sec. 6.15. Issuance of fractional shares or scrip. A corporation may, but shall not be obliged to, issue a certificate for
a fractional share, and, by action of its board of directors, may in lieu
thereof, pay cash equal to the fair
value of said fractional share, or issue
scrip in registered or bearer form which shall entitle the holder to receive
a certificate for a full share upon the surrender of such scrip aggregating
a full share. A certificate for a fractional share shall, but scrip shall
not unless otherwise provided therein, entitle the holder to exercise fractional
voting rights, to receive dividends thereon and to participate in any of
the assets of the corporation in the event of liquidation. The board of
directors may cause such scrip to be issued subject to the condition that
it shall become void if not exchanged for certificates representing full
shares before a specified date, or subject to the condition that the shares
for which such scrip is exchangeable may be sold by the corporation or by
an agent on behalf of the holder thereof and the proceeds thereof distributed
to the holders of such scrip or subject to any other conditions which the
board of directors may deem
advisable.
For purposes of this Section, "fair value", with respect to the cashout of a fractional share, means the proportionate interest of the fractional share in the corporation, without any discount for minority status or, absent extraordinary circumstance, lack of marketability.
(Source: P.A. 94-889, eff. 1-1-07.)
|
(805 ILCS 5/6.20) (from Ch. 32, par. 6.20)
Sec. 6.20.
Subscriptions for shares.
A subscription for shares of
a corporation to be organized
shall be irrevocable for a period of six months unless otherwise provided by the
terms of the subscription agreement, or unless all of the subscribers
consent to the revocation of such subscription. The filing of the articles
of incorporation by the Secretary of State shall constitute acceptance by
the corporation of all existing subscriptions to its shares, and thereupon
subscribers for shares, or their assigns, shall be deemed to be the
shareholders of the corporation, and the corporation shall have the right
to enforce such subscriptions in its own name.
Unless otherwise provided in the subscription agreement, subscriptions
for shares, whether made before or after the organization of a corporation,
shall be paid in full at such time, or in such installments and at such
times, as shall be determined by the board of directors. Any call made by
the board of directors for payment on subscriptions shall be uniform as to
all shares of the same class or as to all shares of the same series, as the
case may be. In case of default in the payment of any installment or call
when such payment is due, the corporation may proceed to collect the amount
due in the same manner as any debt due the corporation. The by-laws may
prescribe other penalties for failure to pay installments or calls that may
become due, but no penalty working a forfeiture of the shares, or of the
amounts paid thereon, shall be declared as against the estate of any
decedent before distribution shall have been made of the estate, or against
any subscriber unless the amount due thereon shall remain unpaid for a
period of twenty days after written demand has been made therefor. If
mailed, such written demand shall be deemed to be made when deposited in
the United States mail in a sealed envelope addressed to the subscriber at
his or her last known post office address, with the postage thereon prepaid. In the
event of the sale of any shares by reason of any forfeiture, the excess of
proceeds realized over the amount due and unpaid on such shares shall be
paid to the delinquent subscriber or to his or her legal representative.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/6.25) (from Ch. 32, par. 6.25)
Sec. 6.25.
Consideration for shares.
(a) Shares may be issued for
such consideration as shall be authorized from time to time by the board
of directors through action which establishes a price in cash or other consideration,
or both,
or a minimum price or a general formula or method by which the price can be determined.
(b) Upon authorization by the board of directors, the corporation may
issue its own shares in exchange for or in conversion of its outstanding
shares, or may distribute its own shares pro rata to its shareholders or
the shareholders of one or more classes or series to effectuate dividends
or splits provided, that the value fixed by the board of directors in
connection with such dividend or split shall be transferred to paid-in
capital of the corporation and; provided,
that no such issuance of shares of any class or series shall be made to
the holders of shares of any other class or series unless it is either
expressly provided for in the articles of incorporation or authorized
by an affirmative vote of the holders of at least a majority of the outstanding
shares of the class or series in which the distribution is to be made.
(Source: P.A. 84-1412.)
|
(805 ILCS 5/6.30) (from Ch. 32, par. 6.30)
Sec. 6.30.
Payment for shares.
The consideration for the issuance of shares may be paid, in whole or in
part, in money, in other property, tangible or intangible, or in labor or
services actually performed for the corporation. When payment of the
consideration for which shares are to be issued shall have been received by
the corporation, such shares shall be deemed to be full paid and
non-assessable. In the absence of actual fraud in the transaction, and subject
to the provisions of Section 8.60, the
judgment of the board of directors or the shareholders, as the case may be,
as to the value of the consideration received for shares shall be
conclusive.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/6.35) (from Ch. 32, par. 6.35)
Sec. 6.35.
Shares represented by certificates and uncertificated shares.
The issued shares of a corporation shall be represented by certificates
or shall be uncertificated shares. Certificates shall be signed
by the appropriate corporate officers and may be sealed with
the seal, or a facsimile of the seal, of the corporation, if the corporation
uses a seal. In case the seal
of the corporation is changed after the certificate is sealed with the seal
or a facsimile of the seal of the corporation, but before it is issued, the
certificate may be issued by the corporation with the same effect as if the
seal had not been changed. If a certificate is countersigned by a transfer
agent or registrar, other than the corporation itself or its employee, any
other signatures or countersignature on the certificate may be facsimiles.
In case any officer of the corporation, or any officer or employee of the
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon such certificate ceases to be an officer of the
corporation, or an officer or employee of the transfer agent or registrar
before such certificate is issued, the certificate may be issued by the
corporation with the same effect as if the officer of the corporation, or
the officer or employee of the transfer agent or registrar had not ceased
to be such at the date of its issue.
Every certificate representing shares issued by a corporation which is
authorized to issue shares of more than one class shall set forth upon the
face or back of the certificate a full summary or statement of all of the
designations, preferences, qualifications, limitations, restrictions, and
special or relative rights of the shares of each class authorized to be
issued, and, if the corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have
been fixed and determined and the authority of the board of directors to
fix and determine the relative rights and preferences of subsequent series.
Such statement may be omitted from the certificate if it shall be set forth
upon the face or back of the certificate that such statement, in full, will
be furnished by the corporation to any shareholder upon request and without
charge.
Each certificate representing shares shall also state:
(a) That the corporation is organized under the laws of this State.
(b) The name of the person to whom issued.
(c) The number and class of shares, and the designation of the series,
if any, which such certificate represents.
No certificate shall be issued for any share until such share is fully
paid.
Unless otherwise provided by the articles of incorporation or by-laws,
the board of directors of a corporation may provide by resolution that some
or all of any or all classes and series of its shares shall be uncertificated
shares, provided that such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the corporation.
Within a reasonable time after the issuance or transfer of uncertificated
shares, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to this Section.
Except as otherwise expressly provided by law, the rights and obligations
of the holders of uncertificated shares and rights and obligations of the
holders of certificates representing shares of the same class and series
shall be identical.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/6.40) (from Ch. 32, par. 6.40)
Sec. 6.40.
Liability of subscribers, shareholders, personal representatives
and pledgees.
A holder of or subscriber to shares of a corporation shall be under no
obligation to the corporation or its creditors with respect to such shares
other than the obligation to pay to the corporation the full consideration
for which the shares were issued or to be issued. Any person becoming an
assignee or transferee of shares or of a subscription for shares in good
faith and without knowledge or notice that the full consideration therefor
has not been paid shall not be personally liable to the corporation or its
creditors for any unpaid portion of such consideration.
No person holding shares as executor, administrator,
guardian, trustee, assignee for the benefit of creditors, or receiver shall
be personally liable as a shareholder, but the beneficial owner thereof and
the estate and funds in the custody of the executor, administrator,
guardian, trustee, assignee, or receiver shall be liable for any unpaid
portion of the full consideration for which such shares were
issued or to be issued. No pledgee or other holder of shares as collateral
security shall be
personally liable as a shareholder.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/6.45) (from Ch. 32, par. 6.45)
Sec. 6.45.
Expenses of organization, reorganization, and financing.
The reasonable charges and expenses of organization or reorganization of
a corporation and reasonable compensation for the sale or underwriting of
its shares, may be paid or allowed by such corporation out of the
consideration received by it in payment for its shares without thereby
rendering such shares not full paid and non-assessable.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/6.50) (from Ch. 32, par. 6.50)
Sec. 6.50.
Shareholders' preemptive rights.
(a) The shareholders of a
corporation organized on or after January 1, 1982,
shall have no preemptive rights to acquire unissued shares of the corporation,
or securities of the corporation convertible into or carrying a right to
subscribe to or acquire shares, except to the extent, if any, that such
right is provided
in the articles of incorporation.
(b) The preemptive right of a shareholder to acquire unissued or
treasury shares, whether then or thereafter authorized, of a
corporation organized prior to January 1, 1982 may be limited or denied to the
extent provided in the articles of incorporation.
(c) Unless otherwise provided by its articles of incorporation, any
corporation having preemptive rights may issue and sell its shares to its
employees or to the
employees of any subsidiary corporation, without first offering the same to
its shareholders, for such consideration and upon such terms and conditions
as shall be approved by the holders of two-thirds of its shares entitled to
vote with respect thereto or by its board of directors pursuant to like
approval of the shareholders.
(d) Unless otherwise provided in the articles of incorporation of a
corporation having preemptive rights, shareholders have a preemptive right to
acquire treasury shares to the same extent that they have a preemptive right to
acquire unissued shares.
(Source: P.A. 88-151.)
|
(805 ILCS 5/6.55) (from Ch. 32, par. 6.55)
Sec. 6.55.
Restriction on transfer of securities.
(a) A written restriction on the transfer or registration of transfer of
a security of a corporation, if permitted by this Section 6.55 and noted
conspicuously on the certificate representing the security or, in the case
of an uncertificated security, contained in the notice sent pursuant to
Section 6.35 of this Act, may be enforced against the holder of the
restricted security or any successor or transferee of the holder including an
executor, administrator, trustee, guardian or other fiduciary entrusted
with like responsibility for the person or estate of the holder. Unless
noted conspicuously as required herein, a restriction, even though permitted
by this Section is ineffective except against a shareholder with actual
knowledge of the restriction at the time of becoming a shareholder.
(b) A restriction on the transfer or registration of transfer of
securities of a corporation may be imposed either by the certificate of
incorporation or by the by-laws or by an agreement among any number of
security holders or among such holders and the corporation. No restriction
so imposed shall be binding with respect to securities issued prior to the
adoption of the restriction unless the holders of the securities are
parties to an agreement or voted in favor of the restriction.
(c) A restriction on the transfer of securities of a corporation is
permitted by this Section if it:
(1) obligates the holder of the restricted securities | ||
| ||
(2) obligates the corporation or any holder of | ||
| ||
(3) requires the corporation or the holders of any | ||
| ||
(4) prohibits the transfer of the restricted | ||
| ||
(d) Any restriction on the transfer of the shares of a corporation for
the purpose of maintaining its status as an electing small business
corporation under subchapter S of the United States Internal Revenue Code
of 1986, as amended, or of maintaining any other tax advantage to the
corporation is conclusively presumed to be for a reasonable purpose.
(e) Any other lawful restriction on transfer or registration of transfer
of securities is permitted by this Section.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/Art. 7 heading) ARTICLE 7.
SHAREHOLDERS
|
(805 ILCS 5/7.05) (from Ch. 32, par. 7.05)
Sec. 7.05. Meetings of shareholders. Meetings of shareholders may be held either within or
without
this State, as may be provided in the by-laws or in a resolution of the
board of directors pursuant to authority granted in the by-laws. In the
absence of any such provision, all meetings shall be held at the principal
office of the corporation in this State.
An annual meeting of the shareholders shall be held at such time as may
be provided in the by-laws or in a resolution of the board of directors
pursuant to authority granted in the by-laws. Failure to hold the annual
meeting at the designated time shall not work a forfeiture or dissolution
of the corporation nor affect the validity of corporate action. If an annual
meeting has not been held within the earlier of six months after the end
of the corporation's fiscal year or fifteen months after its last annual
meeting and if, after a request in writing directed to the president of
the corporation, a notice of meeting is not given within 60 days of such
request, then any shareholder entitled to vote at an annual meeting may
apply to the circuit court of the county in which the registered office
or principal place of business of the corporation is located for an order
directing that the meeting be held and fixing the time and place of the
meeting. The court may issue such additional orders as may be necessary
or appropriate for the holding of the meeting.
Unless specifically prohibited by the articles of incorporation or by-laws,
a corporation may allow shareholders to participate in and act at any meeting
of the shareholders
by means of remote communication, including, but not limited to, conference telephone or interactive technology, electronic transmission, or Internet usage, by means of which all persons participating in the meeting can
communicate with each other. Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures: (1) to verify that each person participating remotely | ||
| ||
(2) to provide to such shareholders a reasonable | ||
| ||
A shareholder entitled to vote at a meeting of the shareholders shall be permitted to attend the meeting where space permits (in the case of a meeting at a place), and subject to the corporation's by-laws and rules governing the conduct of the meeting and the power of the chairman to regulate the orderly conduct of the meeting. Participation in such meeting shall constitute
attendance and presence in person at the meeting of the person or persons so
participating.
Special meetings of the shareholders may be called by the president, by
the board of directors, by the holders of not less than one-fifth of all
the outstanding shares entitled to vote on the matter for which the meeting
is called or by such other officers or persons as may be provided in the
articles of incorporation or the by-laws. Only business within the purpose or purposes described in the meeting notice required by Section 7.15 may be conducted at a special meeting of shareholders.
If the special meeting is called by the shareholders, one or more written demands by the holders of the requisite number of votes to be cast on an issue proposed to be considered at the proposed special meeting must be signed, dated, and delivered to the corporation describing the purpose or purposes for which the proposed special meeting is to be held. No written demand by a shareholder for a special meeting shall be effective unless, within 60 days of the earliest date on which such a demand delivered to the corporation as required by this Section was signed, written demands signed by shareholders holding at least the percentage of votes specified in or fixed in accordance with the preceding paragraph of this Section have been delivered to the corporation. Unless otherwise provided in the articles of incorporation, a written demand by a shareholder for a special meeting may be revoked by a writing to that effect received by the corporation before the receipt by the corporation of demands from shareholders sufficient in number to require the holding of a special meeting. The record date for determining shareholders entitled to demand a special meeting shall be the first date on which a signed shareholder demand is delivered to the corporation. Unless the by-laws require the meeting of shareholders to be held at a place, the board of directors may determine that any meeting of the shareholders shall not be held at any place and shall instead be held solely by means of remote communication, but only if the corporation implements the measures specified in items (1) and (2) of this Section. (Source: P.A. 102-282, eff. 1-1-22.)
|
(805 ILCS 5/7.10) (from Ch. 32, par. 7.10)
Sec. 7.10.
Informal action by shareholders.
(a) Unless otherwise provided
in the articles of incorporation or Section 12.10 of this Act,
any action required by this Act to be taken at any annual or special meeting
of the shareholders of a corporation, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting and without
a vote, if a consent in
writing, setting forth the action so taken, shall be signed (i) by the holders
of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voting or (ii) by all of the shareholders
entitled to vote with respect to the subject matter thereof.
If such consent is signed by less than all of the shareholders entitled
to vote, then such consent shall become effective only if at least 5 days
prior to the execution of the consent a notice in writing is delivered
to all the shareholders entitled to vote with respect to the subject matter
thereof and, after the effective date of the consent,
prompt notice of the taking of the corporation action
without a meeting
by less than unanimous written consent shall be delivered in
writing to those
shareholders who have not consented in writing.
(b) In the event that the action
which is consented to is such as would have required the filing of a certificate
under any other Section of this Act if such action had been voted on by
the shareholders at a meeting thereof, the certificate filed under such
other Section shall state, in lieu of any statement required by such Section
concerning any vote of shareholders, that written consent has been delivered
in accordance with the provisions of this Section and that written notice
has been delivered as provided in this Section.
(Source: P.A. 84-924.)
|
(805 ILCS 5/7.15) (from Ch. 32, par. 7.15)
Sec. 7.15. Notice of shareholders' meetings. Written notice stating the place, if any, day, hour of the
meeting, and the means of remote communication, if any, by which shareholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than 10 nor more
than 60 days before the date of the meeting, or in the case of a merger,
consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than 20 nor more than 60 days before the
date of the meeting, either personally or by mail, by or at the direction
of the president, or the secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at his or her address as it
appears on the records of the corporation, with postage thereon prepaid.
(Source: P.A. 102-282, eff. 1-1-22.)
|
(805 ILCS 5/7.20) (from Ch. 32, par. 7.20)
Sec. 7.20.
Waiver of notice.
Whenever any notice whatever is required to be given under the
provisions of this Act or under the provisions of the articles of
incorporation or by-laws of any corporation, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance at any meeting shall constitute waiver of notice
thereof unless the person at the meeting objects to the holding of the meeting
because proper notice was not given.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/7.25) (from Ch. 32, par. 7.25)
Sec. 7.25.
Fixing record date.
For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors of a
corporation may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than 60 days and, for a
meeting of shareholders, not less than 10 days, or in the case of a merger,
consolidation, share exchange, dissolution or sale, lease or exchange of
assets, not less than 20 days, immediately preceding such meeting.
If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the board of directors declaring such dividend is
adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided
in this Section, such determination shall apply to any adjournment thereof.
In lieu of the board of directors from time to time establishing record
dates, the by-laws of the corporation may establish a mechanism for determining
record dates in all or specified instances.
(Source: P.A. 84-924.)
|
(805 ILCS 5/7.30) (from Ch. 32, par. 7.30)
Sec. 7.30. Voting lists. The officer or agent having charge of the transfer book for shares of a
corporation shall make, within 20 days after the record date for a meeting
of shareholders or 10 days before such meeting, whichever is earlier,
a complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of and the number
of shares held by each, which list, for a period of 10 days prior to such
meeting, shall be kept on file
and shall be subject to inspection by any shareholder, and to copying at
the shareholder's expense, at the registered office of the corporation at any time during
usual business hours or on a reasonably accessible electronic network, at the corporation's election. If the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders of the corporation. Such list shall also be produced and kept open at the
time and place of the meeting, or on a reasonably accessible electronic network if the meeting will be held solely by means of remote communication, and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original share ledger
or transfer book, or a duplicate thereof kept in this State, shall be prima
facie evidence as to who are the shareholders entitled to examine such list
or share ledger or transfer book or to vote at any meeting of shareholders.
Failure to comply with the requirements of this Section shall not affect
the validity of any action taken at such meeting.
An officer or agent having charge of the transfer books who shall fail
to prepare the list of shareholders, or keep the same on file for a period
of 10 days, or produce and keep the same open for inspection at the
meeting, as provided in this Section, shall be liable to any shareholder
suffering damage on account of such failure, to the extent of such damage.
(Source: P.A. 102-282, eff. 1-1-22.)
|
(805 ILCS 5/7.35) (from Ch. 32, par. 7.35)
Sec. 7.35.
Inspectors.
At any meeting of shareholders, the chairman of the meeting may, or upon
the request of any shareholder shall, appoint one or more persons as
inspectors for such meeting, unless an inspector or inspectors shall have
been previously appointed for such meeting in the manner provided by the
by-laws of the corporation.
Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity
and effect of proxies; count all votes and report the results; and do such
other acts as are proper to conduct the election and voting with
impartiality and fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by him or her or by
a majority of them if there be more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority
shall be the report of the inspectors. The report of the inspector or
inspectors on the number of shares represented at the meeting and the
results of the voting shall be prima facie evidence thereof.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/7.40) (from Ch. 32, par. 7.40)
Sec. 7.40.
Voting of shares.
(a) Subject to subsections (b), (c), and (d)
of this Section 7.40, each outstanding share, regardless of class, shall
be entitled to one vote in each matter submitted to a vote at a meeting
of shareholders, and except as specifically provided in Section 8.30,
in all elections for directors, every shareholder shall have the right to
vote the number of shares owned by such shareholder for as many persons
as there are directors to be elected, or to cumulate such votes and give
one candidate as many votes as shall equal the number of directors multiplied
by the number of such shares or to distribute such cumulative votes in any
proportion among any number of candidates. A shareholder may vote either
in person or by proxy subject to the provisions of Section 7.50.
(b) The articles of incorporation of any corporation incorporated after
December 31, 1981, may limit or eliminate cumulative voting rights in all
or specified circumstances, or may limit or deny voting rights or may provide
special voting rights as to any class or classes or series of shares of
such corporation.
(c) A corporation may amend its articles of incorporation
to limit or eliminate cumulative voting rights in all or
specified circumstances, or to limit or deny voting rights or to provide
special
voting rights as to any class or classes or series of shares of such
corporation.
(d) If the articles of incorporation provide for more or less than one
vote for any share on any matter, every reference in this Act to a majority or
other proportion greater than a majority of shares shall refer to that majority
or other proportion greater than a majority of the votes of the shares.
(Source: P.A. 89-48, eff. 6-23-95.)
|
(805 ILCS 5/7.45) (from Ch. 32, par. 7.45)
Sec. 7.45.
Voting of shares by certain holders.
Shares of
a corporation held by the corporation in a fiduciary capacity may be voted
and shall be counted in determining the total number of outstanding shares
entitled to vote at any given time.
Shares registered in the name of another corporation, domestic or foreign,
may be voted by any officer agent, proxy or other legal representative authorized
to vote such shares under the law of incorporation of such corporation.
A corporation may treat the president or other person holding the position
of chief executive officer of such other corporation as authorized to vote
such shares, together with any other person indicated and any other holder
of an office indicated by the corporate shareholder to the corporation as
a person or an office authorized to vote such shares. Such persons and
offices indicated shall be registered by the corporation on the transfer
books for shares and included in any voting list prepared in accordance
with Section 7.30 of this Act.
Shares registered in the name of a deceased person, a minor ward or
a person under legal disability may be voted by his or her administrator,
executor, or court
appointed guardian, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
or court appointed guardian. Shares registered in the name of a
trustee may be voted by him or her, either in person or by proxy.
Shares registered in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his or her name if authority
so to do is contained in an appropriate order of the court by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/7.50) (from Ch. 32, par. 7.50)
Sec. 7.50.
Proxies.
(a) A shareholder may appoint a proxy to vote or
otherwise act for him or her by
delivering a valid appointment form to the person so appointed or to a proxy
solicitation firm, proxy support service organization, or like agent duly
authorized by the person or persons to receive the transmission. Without
limiting the manner in which a shareholder may appoint such a proxy
pursuant to this Section 7.50, the following shall constitute valid means by
which a shareholder may make such an appointment:
(1) A shareholder may sign a proxy appointment form. | ||
| ||
(2) A shareholder may transmit or authorize the | ||
| ||
Any copy, facsimile telecommunication, or other reliable reproduction
of the writing or transmission may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that the copy,
facsimile
telecommunication, or other reproduction shall be a complete reproduction
of the entire original writing or transmission.
(b) No proxy shall be valid after the expiration of 11 months from the
date thereof unless otherwise provided in the proxy. Every proxy continues
in full force and effect until revoked by the person executing it prior
to the vote pursuant thereto, except as otherwise provided in this Section.
Such revocation may be effected by a writing delivered to the corporation
stating that the proxy is revoked or by a subsequent proxy executed by,
or by attendance at the meeting and voting in person by, the person executing
the proxy. The dates contained on the forms of proxy presumptively determine
the order of execution, regardless of the postmark dates on the envelopes
in which they are mailed.
(c) An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the
appointment
is coupled with an interest in the shares or in the corporation generally.
By way of example and without limiting the generality of the foregoing,
a proxy is coupled with an interest when the proxy appointed is one of the
following:
(1) a pledgee;
(2) a person who has purchased or has agreed to | ||
| ||
(3) a creditor of the corporation who has extended it | ||
| ||
(4) an employee of the corporation whose employment | ||
| ||
(5) a party to a voting agreement created under | ||
| ||
(d) The death or incapacity of the shareholder appointing a proxy does
not revoke the proxy's authority unless notice of the death or incapacity
is received by the officer or agent who maintains the corporation's share
transfer book before the proxy exercises his or her authority under the
appointment.
(e) An appointment made irrevocable under subsection (c) becomes revocable
when the interest in the proxy terminates such as when the pledge is redeemed,
the shares are registered in the purchaser's name, the creditor's debt is
paid, the employment contract ends, or the voting agreement expires.
(f) A transferee for value of shares subject to an irrevocable appointment
may revoke the appointment if the transferee was ignorant of its existence
when the shares were acquired and both the existence of the appointment
and its irrevocability were not noted conspicuously on the certificate (or
information statement for shares without certificates) representing the shares.
(g) Unless the appointment of a proxy contains an express limitation on
the proxy's authority, a corporation may accept the proxy's vote or other
action as that of the shareholder making the appointment. If the proxy
appointed fails to vote or otherwise act in accordance with the appointment,
the shareholder is entitled to such legal or equitable relief as is appropriate
in the circumstances.
(Source: P.A. 90-666, eff. 7-30-98.)
|
(805 ILCS 5/7.55) (from Ch. 32, par. 7.55)
Sec. 7.55.
Proxy solicitation.
No proxy shall be solicited by means
of any communication containing a statement which, at the time and in the
light of the circumstances under which it is made, is false or misleading
with respect to any material fact, or which omits to state any material
fact necessary in order that the statements made not be false or misleading.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/7.60) (from Ch. 32, par. 7.60)
Sec. 7.60.
Quorum of shareholders.
Unless otherwise provided in the articles of incorporation, a majority
of votes of the shares, entitled to vote on a matter,
represented in
person or by proxy, shall
constitute a quorum for consideration of such matter at a meeting of
shareholders,
but in no event shall a
quorum consist of less than one-third of the votes of the
shares entitled
so to vote. If a
quorum is present, the affirmative vote of the majority of the votes of the
shares
represented at the meeting and entitled to vote on a matter shall be the
act of the shareholders, unless a greater number of votes or voting by classes
is required by
this Act or
the articles of incorporation. The articles of incorporation may require
any number or percent greater than a majority of votes up to and including
a requirement
of unanimity to constitute a quorum.
(Source: P.A. 89-48, eff. 6-23-95.)
|
(805 ILCS 5/7.65) (from Ch. 32, par. 7.65)
Sec. 7.65.
Voting trust.
(a) One or more shareholders may create a voting trust for the purpose of conferring upon
a trustee or trustees the right to
vote or otherwise represent their shares
for a stated duration, which may be perpetual or for a fixed period or may be
determined by the occurrence of a stated condition or conditions, by entering into a written voting trust agreement specifying the
terms and conditions of the voting trust, and by transferring the subject shares
to such trustee or trustees pursuant to the
agreement.
If the agreement or any amendment thereto does not contain a stated duration,
the trust shall terminate 10 years after the agreement first became
effective.
(b) No voting trust agreement shall be
effective until a counterpart of the
agreement is deposited at the corporation's registered office. The
counterpart of the voting trust agreement so deposited
shall be subject to examination as provided in
Section 7.75 by any
holder of a beneficial interest in the voting trust as if that holder were a
shareholder.
(c) The rule against perpetuities does not apply to any voting trust
created in accordance with this Section.
(d) Every voting trust agreement entered into pursuant to this Section is
specifically enforceable in accordance with the principles of equity.
(e) The changes made by this amendatory Act of the 91st General Assembly
apply only to voting trust agreements that are:
(1) entered into after the effective date of this | ||
| ||
(2) amended after the effective date of this | ||
| ||
(Source: P.A. 91-527, eff. 1-1-00.)
|
(805 ILCS 5/7.70) (from Ch. 32, par. 7.70)
Sec. 7.70.
Voting agreements.
(a) Shareholders may provide for the
voting of their shares by signing an agreement for that purpose. A voting
agreement created under this Section is not subject to the provisions of Section 7.65.
(b) A voting agreement created under this Section is specifically enforceable
in accordance with the principles of equity.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/7.71) (from Ch. 32, par. 7.71)
Sec. 7.71.
Shareholder agreements.
(a) Shareholders may unanimously agree in writing as to matters
concerning the management of a corporation provided no fraud or apparent
injury to the public or creditors is present, and no clearly prohibitory
statutory language is violated.
(b) An agreement created pursuant to this Section is ineffective against
any shareholder not a party to the agreement unless:
(1) such shareholder had actual knowledge of the | ||
| ||
(2) the existence of the agreement is conspicuously | ||
| ||
(c) No agreement created pursuant to this Section shall be invalid as
between the parties thereto, or shall subject employees, officers,
directors or shareholders to personal liability for corporation
liabilities, on the basis that the agreement:
(1) is an attempt to treat the corporation as if it | ||
| ||
(2) so relates to the conduct of the affairs of the | ||
| ||
(d) Any agreement created pursuant to this Section is specifically
enforceable in accordance with the principles of equity.
(e) This Section is cumulative and does not limit any statute or rule
of common law that is otherwise applicable to any corporation, whenever formed.
(Source: P.A. 86-1328.)
|
(805 ILCS 5/7.75) (from Ch. 32, par. 7.75)
Sec. 7.75.
Corporate records - Examination by shareholders.
(a)
Each corporation shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its
shareholders and board of directors and committees thereof; and shall keep
at its registered
office or principal place of business in this State, or at the office of
a transfer agent or registrar in this State, a record of its
shareholders, giving the names and addresses of all shareholders and the
number and class of the shares held by each.
A record of shareholders certified by an officer or transfer agent shall
be competent evidence in all courts of this State.
(b) Any person who is a shareholder of record shall have the right to
examine, in person or by agent, at any reasonable time or times, the corporation's
books and records of account, minutes,
voting trust agreements filed with the corporation and record of shareholders,
and to make extracts therefrom, but only for a proper purpose. In order
to exercise this right, a shareholder must make written demand upon the
corporation, stating with particularity the records sought to be examined
and the purpose therefor.
(c) If the corporation refuses examination, the shareholder may file suit
in the circuit court of the county in which either the registered agent
or principal office of the corporation is located to compel by mandamus
or otherwise such examination as may be proper. If a shareholder seeks
to examine books or records of account the burden of proof is upon the shareholder
to establish a proper purpose. If the purpose is to examine minutes or
the record of shareholders or a voting trust agreement, the burden of proof
is upon the corporation to establish that the shareholder does not have
a proper purpose.
(d) Any officer, or agent, or a corporation which shall refuse to allow
any shareholder or his or her agent so to examine and make extracts from
its books and records of accounts, minutes and records
of shareholders, for any proper purpose, shall be liable to such shareholder,
in a penalty of up to ten per cent of the value of the shares owned by such
shareholder, in addition to any other damages or remedy afforded him or
her by law. It shall be a defense to any action for penalties under this Section
that the person suing therefor has within two years sold or offered for
sale any list of shareholders of such corporation or any other corporation
or has aided or abetted any person in procuring any list of shareholders for any such
purpose, or has improperly used any information secured through any prior
examination of the books and records of account, or minutes, or records of
shareholders of such corporation or any other corporation.
(e) Upon the written request of any shareholder of a corporation, the
corporation shall mail to such shareholder within 14 days after
receipt of such request a balance sheet as of the close of its latest
fiscal year and a profit and loss statement for such fiscal year;
provided that if such request is received by the corporation before such
financial statements are available, the corporation shall mail such
financial statements within 14 days after they become available,
but in any event within 120 days after the close of its
latest fiscal year.
(Source: P.A. 84-924.)
|
(805 ILCS 5/7.80) (from Ch. 32, par. 7.80)
Sec. 7.80.
Provisions relating to actions by shareholders.
(a) No
action shall be brought in this State by a shareholder in the right of a
domestic or foreign corporation unless the plaintiff was a shareholder of
record at the time of the transaction of which
he or she complains, or his or her shares or voting trust certificates thereafter
devolved upon him or her by operation of law from a person who was a holder
at such time; provided, however, that a shareholder who does not meet such
requirement may nevertheless be allowed in the discretion of the court to
bring such action on a preliminary showing to and determination by the court,
upon motion and after a hearing at which the court may consider such evidence
by affidavit or testimony as it deems material, that plaintiff acquired
the shares before there was disclosure to the public or to the plaintiff
of the wrongdoing of which plaintiff complains.
(b) A complaint in a proceeding brought in the right of a corporation
must allege with particularity the demand made, if any,
to obtain action by the directors and either why the complainant could not
obtain the action or why he or she did not make the demand. If a demand
for action was made and the corporation's investigation of the demand is
in progress when the proceeding is filed, the court may stay the suit for
thirty days or until the investigation is completed, whichever is less.
(c) A proceeding commenced under this Section may not be discontinued
or settled without the court's approval. If the court determines that a
proposed discontinuance or settlement will substantially affect the interest
of the corporation's shareholders or a class of shareholders, the court
may direct that notice be given the shareholders affected.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/7.85) (from Ch. 32, par. 7.85)
Sec. 7.85.
Vote required for certain business combinations.
A. This
Section shall apply to any domestic corporation that (i) has
any
equity securities registered under Section 12 of the Securities Exchange
Act of 1934 or is subject to Section 15(d) of that Act (a "reporting
company") and (ii) any domestic
corporation other than one described in (i) that either
specifically adopts
this Section 7.85 in its original articles of incorporation or amends its
articles of incorporation to specifically adopt this Section 7.85, however,
the restrictions contained in this Section shall not apply in the event of any
of the following:
(1) In case of a reporting company, the corporation's | ||
| ||
(2) The corporation, by action of its board of | ||
| ||
(3) In the case of a reporting company, the | ||
| ||
(4) A shareholder becomes an interested shareholder | ||
| ||
In the case of circumstances described in subparagraphs (1), (2), and (3) of
this
paragraph A, the election not to be governed may be in whole or in part,
generally, or generally by types, or as to specifically identified or
unidentified interested shareholders.
B. Higher vote for certain business combinations. In addition
to any
affirmative vote required by law or the articles of incorporation, except
as otherwise expressly provided in paragraph C of this Section
7.85, any business combination
shall require (i) the affirmative vote of the holders of at least 80% of
the combined voting power of the then outstanding shares of all classes and
series of the corporation entitled to vote generally in the election of
directors, voting together as a single class (the
"voting shares") (it
being understood that, for the purposes of this Section 7.85, each voting
share shall have the number of votes granted to it pursuant to the
corporation's articles of incorporation) and (ii) the
affirmative vote of a
majority of the voting shares
held by disinterested shareholders.
C. When higher vote is not required. The provisions of paragraph B of this
Section 7.85 shall not be applicable to any
particular business combination, and such business combination shall
require only such affirmative vote as is required by law and any other
provision of the corporation's article of incorporation and any
resolutions of the board of directors adopted pursuant to Section 6.10 if
all of the conditions specified in either of the following subparagraphs
(1) and (2) of this paragraph C are met:
(1) Approval by disinterested directors. The | ||
| ||
(2) Price and procedure requirements. All of the | ||
| ||
(a) The business combination shall provide for | ||
| ||
(i) (if applicable) the highest per share | ||
| ||
(ii) the fair market value per common share | ||
| ||
(b) The business combination shall provide for | ||
| ||
(i) (if applicable) the highest per share | ||
| ||
(ii) (if applicable) the highest preferential | ||
| ||
(iii) the fair market value per share of such | ||
| ||
(iv) an amount equal to the fair market value | ||
| ||
(c) The consideration to be received by holders of a | ||
| ||
(d) After such interested shareholder has become an | ||
| ||
(e) After such interested shareholder has become an | ||
| ||
(f) A proxy or information statement describing the | ||
| ||
D. Certain definitions. For the purposes of this Section 7.85:
(1) "Person" means an individual, firm, corporation, | ||
| ||
(2) "Interested shareholder" means (i) a person | ||
| ||
(3) "Owner", including the terms "own" and "owned", | ||
| ||
(a) beneficially owns the shares, directly or | ||
| ||
(b) has (i) the right to acquire the shares | ||
| ||
(c) has an agreement, arrangement, or | ||
| ||
(4) "Affiliate" means a person that directly, or | ||
| ||
(5) "Associate", when used to indicate a relationship | ||
| ||
(6) "Subsidiary" means any corporation of which a | ||
| ||
(7) "Disinterested director" means any member of the | ||
| ||
(8) "Fair market value" means: (a) in the case of | ||
| ||
(9) "Disinterested shareholder" shall mean a | ||
| ||
(10) "Business combination" has the meaning set forth | ||
| ||
(11) In the event of any business combination in | ||
| ||
(12) "Shares" means, with respect to any corporation, | ||
| ||
(13) "Voting shares" means, with respect to any | ||
| ||
E. Determinations by disinterested directors. A majority
of the disinterested directors shall have the power to
determine, for the purposes of this Section 7.85, (a) whether a person is
an interested shareholder, (b) the number of voting shares beneficially
owned by any person, (c) whether a person is an affiliate or associate of
another, and (d) whether the transaction is the subject of any business
combination.
(Source: P.A. 90-461, eff. 1-1-98.)
|
(805 ILCS 5/7.90) Sec. 7.90. Waiver.
(a) Unless otherwise provided in the articles of incorporation, a shareholder who executes and delivers to the corporation a written instrument irrevocably waiving the right (i) to vote any shares held by such shareholder, whether for the election of directors or otherwise, (ii) to be a director or officer of the corporation, and (iii) in any other manner to control, directly or indirectly, corporate actions or the election or removal of any director or officer of the corporation, and who at the time of such waiver is not a director or officer of the corporation, shall have no fiduciary duty to the corporation or any of its shareholders arising out of the fact that such person is a shareholder of the corporation. No such waiver shall affect any breach of fiduciary duty arising prior to the effective date of the waiver. (b) The corporation shall give prompt notice of such waiver to the remaining shareholders, except that no such notice need be given by a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association.
(c) The waiver referred to in this Section shall not affect any other rights or obligations of the shareholder, including but not limited to the rights under Sections 7.80, 11.65, 11.70, 12.55 and 12.56 of this Act.
(d) Shares that cannot be voted because of a waiver under this Section shall not be counted in determining the number of shares necessary for a quorum or for shareholder action under Section 7.60 of this Act. A waiver under this Section shall not apply to any transferee of the shares.
(e) The waiver referred to in this Section is specifically enforceable in accordance with the principles of equity.
(f) This Section is not intended to describe or suggest the circumstances under which any fiduciary duty arises or exists, including with respect to any shareholder who fails to make a waiver under this Section.
(Source: P.A. 94-394, eff. 8-1-05.) |
(805 ILCS 5/Art. 8 heading) ARTICLE 8.
DIRECTORS AND OFFICERS
|
(805 ILCS 5/8.05) (from Ch. 32, par. 8.05)
Sec. 8.05.
Board of directors.
(a) Except as provided in Article 2A of
this Act, each corporation
shall have a board of directors and the
business and affairs of the corporation shall be managed by or under the
direction of the board of directors.
(b) The articles of incorporation or by-laws may prescribe qualifications
for directors. A director need not be a resident of this State or a
shareholder
of the corporation unless the articles of incorporation or by-laws so
prescribe.
(c) Unless otherwise provided in the articles of incorporation
or by-laws, the board of directors, by the affirmative vote of a majority
of the directors then in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise, notwithstanding the provisions of Section 8.60.
(Source: P.A. 88-151.)
|
(805 ILCS 5/8.10) (from Ch. 32, par. 8.10)
Sec. 8.10.
Number, election and resignation of directors.
(a) The
board of directors of a corporation shall consist of one or more members.
The number of directors shall be fixed by the by-laws, except the number
of initial directors shall be fixed by the incorporators in the articles
of incorporation or at the organizational meeting. In the absence of a
by-law fixing the number of directors, the number shall be the same as that
fixed in the articles of incorporation or at the organizational meeting.
The number of directors may be increased or decreased from time to time by amendment
to the by-laws.
(b) The by-laws may establish a variable range for the size of the board
by prescribing a minimum and maximum (which may not exceed the minimum by
more than five) number of directors. If a variable range is established,
the number of directors may be fixed or changed from time to time, within
the minimum and maximum, by the directors or the shareholders without further
amendment to the by-laws.
(c) The terms of all directors expire at the next annual shareholders'
meeting following their election unless their terms are staggered under
subsection (e). The term of a director elected to fill a vacancy expires
at the next annual shareholders' meeting at which his or her predecessor's
term would have
expired. The term of a director elected as a result of an increase in the
number of directors expires at the next annual shareholders' meeting unless
the term is staggered under subsection (e).
(d) Despite the expiration of a director's term, he or she continues to
serve until the next meeting of shareholders at which directors are elected.
A decrease in the number of directors does not shorten an incumbent director's term.
(e) If the board of directors consists of six or more members, in lieu
of electing the membership of the whole board of directors annually, the
articles of incorporation or by-laws may provide that the directors shall
be divided into either two or three classes, each class to be as nearly
equal in number as is possible. The term of office of directors of the
first class shall expire at the first annual meeting of shareholders after
their election, that of the second class shall expire at the second annual
meeting after their election, and that of the third class, if any, shall expire at the
third annual meeting after their election. At each annual meeting after
such classification, the number of directors equal to the number of the
class whose terms expire at the time of such meeting shall be elected to
hold office until the second succeeding annual meeting, if there be two
classes, or until the third succeeding annual meeting, if there be three classes.
(f) If the articles of incorporation authorize dividing the shares into
classes or series, the articles may also authorize the election of all or a specified
number or percentage of directors by the holders of one or more authorized
classes or series of shares.
(g) A director may resign at any time by giving written notice to the
board of directors, its chairman, or to the president or secretary of the
corporation. A resignation is effective when the notice is given unless
the notice specifies a future date. The pending vacancy may be filled before
the effective date, but the successor shall not take office until the effective date.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/8.12) Sec. 8.12. Female, minority, and LGBTQ directors. (a) Findings and purpose. The General Assembly finds that women, minorities, and LGBTQ people are still largely underrepresented nationally in positions of corporate authority, such as serving as a director on a corporation's board of directors. This low representation could be contributing to the disparity seen in wages made by females and minorities versus their white male counterparts. Increased representation of these individuals as directors on boards of directors for corporations may boost the Illinois economy, improve opportunities for women, minorities, and LGBTQ people in the workplace, and foster an environment in Illinois where the business community is representative of our residents. Therefore, it is the intent of the General Assembly to gather more data and study this issue within the State so that effective policy changes may be implemented to eliminate this disparity. (b) As used in this Section: "Annual report" means the report submitted annually to the Secretary of State pursuant to this Act. "Female" means a person who is a citizen or
lawful permanent resident of the United States and who self-identifies as a woman, without regard to the individual's designated sex at birth. "Minority person" means a person who is a
citizen or lawful permanent resident of the United States and who is any of the following races or ethnicities: (1) American Indian or Alaska Native (a person | ||
| ||
(2) Asian (a person having origins in any of the | ||
| ||
(3) Black or African American (a person having | ||
| ||
(4) Hispanic or Latino (a person of Cuban, | ||
| ||
(5) Native Hawaiian or Other Pacific Islander (a | ||
| ||
(6) "Publicly held domestic or foreign corporation" | ||
| ||
(c) Reporting to the Secretary of State. As soon as practical after August 27, 2019 (the effective date of Public Act 101-589), but no later than January 1, 2021, the following information shall be provided in a corporation's annual report submitted to the Secretary of State under this Act and made available by the Secretary of State to the public online as it is received: (1) Whether the corporation is a publicly held | ||
| ||
(2) Where the corporation is a publicly held | ||
| ||
(3) Where the corporation is a publicly held | ||
| ||
(4) Where the corporation is a publicly held domestic | ||
| ||
(5) Where the corporation is a publicly held domestic | ||
| ||
(6) Where the corporation is a publicly held domestic | ||
| ||
(7) Where the corporation is a publicly held domestic | ||
| ||
(8) Where the corporation is a publicly held domestic | ||
| ||
(9) Where the corporation is a publicly held domestic | ||
| ||
Information reported under this subsection shall be updated in each annual report filed with the Secretary of State thereafter. (d) Beginning no later than March 1, 2021, and every March 1 thereafter, the University of Illinois Systems shall review the information reported and published under subsection (c) and shall publish on its website a report that provides aggregate data on the demographic characteristics of the boards of directors and executive officers of corporations filing an annual report for the preceding year along with an individualized rating for each corporation. The report shall also identify strategies for promoting diversity and inclusion among boards of directors and corporate executive officers. (e) The University of Illinois System shall establish a rating system assessing the representation of women, minorities, and LGBTQ people on corporate boards of directors of those corporations that are publicly held domestic or foreign corporations with their principal executive office located in Illinois based on the information gathered under this Section. The rating system shall consider, among other things: compliance with the demographic reporting obligations in subsection (c); the corporation's policies and practices for encouraging diversity in recruitment, board membership, and executive appointments; and the demographic diversity of board seats and executive positions.
(Source: P.A. 101-589, eff. 8-27-19; 102-223, eff. 1-1-22; 102-813, eff. 5-13-22.) |
(805 ILCS 5/8.15) (from Ch. 32, par. 8.15)
Sec. 8.15.
Quorum of directors.
(a) A majority of the number of directors
fixed by the by-laws, or in the absence of a by-law fixing the number of
directors, the number stated in the articles of incorporation or named by
the incorporators, shall constitute a quorum for the transaction of business
unless a greater number is
specified by the articles of incorporation or the by-laws.
(b) If a corporation has a variable range board of directors, a quorum
shall consist of a majority of the directors then in office, but not less
than a majority of the minimum number of directors specified for the variable
range of the board unless the articles of incorporation or by-laws specify
a greater number.
(c) The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the board of directors, unless the
act of a greater number is required by the articles of incorporation or the by-laws.
(d) Unless specifically prohibited by the articles of incorporation or
by-laws, members of the board of directors or of any committee of the board
of directors may participate in and act at any meeting of such board or
committee through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can
hear each other.
Participation in such meeting shall constitute attendance and
presence in person at the meeting of the person or persons so
participating.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/8.20) (from Ch. 32, par. 8.20)
Sec. 8.20.
Place of directors' meetings.
Regular or special
meetings of the board of directors may be held
either within or without this State.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/8.25) (from Ch. 32, par. 8.25)
Sec. 8.25.
Notice of directors' meetings.
Meetings of the board of directors shall be held upon such notice as the
by-laws may prescribe. Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting except where a director
attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/8.30) (from Ch. 32, par. 8.30)
Sec. 8.30.
Vacancies.
Any vacancy occurring in the board of directors
and any directorship to be filled by reason of an increase in the number
of directors may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose; provided, however, the
by-laws may provide a method for filling
vacancies arising between meetings of shareholders by reason of an increase
in the number of directors or otherwise, by director or shareholder action
and, in the absence of such a provision, the board of directors may fill
the vacancy. A director elected by the shareholders to fill a vacancy shall
hold office for the balance of the term for which he or she was elected. A director
appointed to fill a vacancy shall serve until the next meeting of shareholders
at which directors are to be elected.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/8.35) (from Ch. 32, par. 8.35)
Sec. 8.35.
Removal of directors.
(a) One or more of the directors
may be removed, with or without cause, at a meeting of shareholders by the
affirmative vote of the holders of a majority of the outstanding shares
then entitled to vote at an election of directors, except as follows:
(1) No director shall be removed at a meeting of shareholders unless the
notice of such meeting shall state that a purpose of the meeting is to vote
upon the removal of one or more directors named in the notice. Only the
named director or directors may be removed at such meeting.
(2) In the case of a corporation having cumulative voting, if less than
the entire board is to be removed, no director may be removed, with or without
cause, if the votes cast against his or her removal would be sufficient to
elect him or her if then cumulatively voted at an election of the entire
board of directors.
(3) If a director is elected by a class or series of shares, he or she may
be removed only by the shareholders of that class or series.
(4) In the case of a corporation whose board is classified as provided
in subsection (e) of Section 8.10, the articles of incorporation may
provide that directors may be removed only for cause.
(b) The provisions of subsection (a) shall not preclude the circuit court
of the county in which the corporation's registered office is located from
removing a director of the corporation from office in a proceeding commenced
either by corporation or by shareholders of the corporation holding at least
10 percent of the outstanding shares of any class if the court finds (1)
the director is engaged in fraudulent or dishonest conduct or has grossly abused
his or her position to the detriment of the corporation, and (2) removal is in
the best interest of the corporation. If the court removes a director,
it may bar the director from reelection for a period prescribed by the court.
If such a proceeding is commenced by the shareholders, they shall make the
corporation a party defendant.
(Source: P.A. 84-924.)
|
(805 ILCS 5/8.40) (from Ch. 32, par. 8.40)
Sec. 8.40.
Committees.
(a) If the articles of incorporation or by-laws
so provide, a majority of the directors may create one or more committees,
each to have one or more members, and
appoint members of the board to serve on the committee or committees.
A committee's members
shall serve at the pleasure of the
board.
(b) Unless the appointment by the board of directors requires a greater
number, a majority of any committee shall constitute a quorum and a majority
of a quorum is necessary for committee action. A committee may act by
unanimous
consent in writing without a meeting and, subject to the provisions of the
by-laws
or action by the board of directors, the committee by majority vote of its
members shall determine the time and place of meetings and the notice required
therefor.
(c) To the extent specified by the board of directors or in the articles
of incorporation or by-laws, each committee may exercise the authority of
the board of directors under Section 8.05; provided, however, a committee may
not:
(1) authorize distributions, except for dividends to | ||
| ||
(2) approve or recommend to shareholders any act this | ||
| ||
(3) fill vacancies on the board or on any of its | ||
| ||
(4) elect or remove officers or fix the compensation | ||
| ||
(5) adopt, amend or repeal the by-laws;
(6) approve a plan of merger not requiring | ||
| ||
(7) authorize or approve reacquisition of shares, | ||
| ||
(8) authorize or approve the issuance or sale, or | ||
| ||
(9) amend, alter, repeal, or take action inconsistent | ||
| ||
(Source: P.A. 91-464, eff. 1-1-00.)
|
(805 ILCS 5/8.45) (from Ch. 32, par. 8.45)
Sec. 8.45.
Informal action by directors.
(a) Unless specifically prohibited by the articles of incorporation or
by-laws, any action required by this Act to be taken at a meeting of the
board of directors of a corporation, or any other action which may be taken
at a meeting of the board of directors or a committee thereof,
may be taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof, or by all the members of such
committee, as the case may be.
(b) The consent shall be evidenced by one or more written approvals, each
of which sets forth the action taken and bears the signature of one or more
directors. All the approvals evidencing the consent shall be delivered
to the secretary to be filed in the corporate records. The action taken
shall be effective when all the directors have approved the consent unless
the consent specifies a different effective date.
(c) Any such consent signed by all the directors or all the members of
a committee shall have the same effect as a unanimous vote, and may
be stated as such in any document filed with the Secretary of State under
this Act.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/8.50) (from Ch. 32, par. 8.50)
Sec. 8.50.
Officers.
A corporation shall have such officers as shall
be provided in the by-laws, each of whom shall be elected by the board
of directors at such time and in such manner as may be prescribed by the
by-laws. Officers and assistant officers and agents as may be
deemed necessary may be elected or appointed by the board of directors
or chosen in such other manner as may be prescribed by the by-laws. If
the by-laws so provide, any two or more offices may be held by the same
person. One officer, in this Act generally referred to as the secretary,
shall have the authority to certify the by-laws, resolutions of the shareholders
and board of directors and committees thereof, and other documents of the
corporation as true and correct copies thereof.
All officers and agents of the corporation, as between themselves and
the corporation, shall have such express authority and perform such duties in
the management of the property and affairs of the corporation as may be
provided in the by-laws, or as may be determined by resolution of the
board of directors not inconsistent with the by-laws and such implied authority
as recognized by the common law from time to time.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/8.55) (from Ch. 32, par. 8.55)
Sec. 8.55.
Removal of officers.
Any officer or agent may be removed by the board of directors whenever
in its judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/8.60) (from Ch. 32, par. 8.60)
Sec. 8.60.
Director conflict of interest.
(a) If a transaction is
fair to a corporation at the time it is authorized, approved, or ratified,
the fact that a director of the corporation is directly or indirectly a
party to the transaction is not grounds for invalidating the transaction or
the director's vote regarding the transaction; provided, however, that in a
proceeding contesting the validity of such a transaction, the person asserting
validity has the burden of proving
fairness unless:
(1) the material facts of the transaction and the | ||
| ||
(2) the material facts of the transaction and the | ||
| ||
(b) For purposes of this Section, a director is "indirectly" a party to
a
transaction
if the other party to the transaction is an entity in which the director
has a material financial interest or of which the director is an officer,
director or general partner.
(Source: P.A. 90-421, eff. 1-1-98.)
|
(805 ILCS 5/8.65) (from Ch. 32, par. 8.65)
Sec. 8.65. Liability of directors in certain cases. (a) In addition
to any other liabilities imposed by law upon directors of a corporation,
they are liable as follows:
(1) The directors of a corporation who vote for or | ||
| ||
(2) If a dissolved corporation shall proceed to bar | ||
| ||
(3) Unless dissolution is subsequently revoked | ||
| ||
(b) A director of a corporation who is present at a meeting of its board of
directors at which action on any corporate matter is taken is conclusively
presumed to have assented to the action taken unless his or her dissent
is entered in the minutes of the meeting or unless he or she files his or
her written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or forwards such dissent by
registered or certified mail to the
secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent does not apply to a director who voted in
favor of such action.
(c) A director shall not be liable for a
distribution of assets to the shareholders of a corporation in excess of
the amount authorized by Section 9.10 of this Act if he or she relied and
acted in good faith
upon a balance sheet and profit and loss statement of the corporation
represented to him or her to be correct by the president or the officer of such
corporation having charge of its books of account, or certified by an
independent public or certified public accountant or firm of such
accountants to fairly reflect the financial condition of such corporation,
nor shall he or she be so liable if in good faith in determining the amount
available for any such dividend or distribution he or she considered the
assets to be of their book value.
(d) Any director against whom a claim is asserted under this
Section and who is held liable thereon, is
entitled to contribution from the other directors who are likewise liable
thereon.
Any director against whom a claim is asserted
for the improper
distribution of assets of a corporation and who is held
liable thereon, is entitled to contribution from the shareholders who
knowingly accepted or received any such distribution in proportion
to the amounts received by them respectively.
(Source: P.A. 98-776, eff. 1-1-15.)
|
(805 ILCS 5/8.70) (from Ch. 32, par. 8.70)
Sec. 8.70. Kickbacks, bribes, etc. -Liability of officers or directors.
Any Corporate director or officer who commits commercial bribery or commercial bribe
receiving as defined in Article 29A of the Criminal Code of 2012, shall
be liable to the corporation which he or she serves as officer or director for
treble damages, based on the aggregate amount given or received plus attorneys'
fees. A conviction in a criminal proceeding for a commercial bribery or
commercial bribe receiving shall be deemed prima facie evidence of the convicted
director's or officer's liability under this Section.
(Source: P.A. 97-1150, eff. 1-25-13.)
|
(805 ILCS 5/8.75) (from Ch. 32, par. 8.75)
Sec. 8.75. Indemnification of officers, directors, employees and agents;
insurance.
(a) A corporation may indemnify any person who was or is a party,
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he or she is or was a director, officer, employee
or agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best
interests of the corporation or, with respect to any criminal action or
proceeding, that the person had reasonable cause to believe that his or her
conduct was unlawful.
(b) A corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason
of the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense
or settlement of such action or suit, if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, provided that no
indemnification shall be made with respect to any claim, issue, or matter as to
which such person has been adjudged to have been liable to the corporation,
unless, and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court
shall deem proper.
(c) To the extent that a present or former director, officer or employee
of a corporation has been successful, on the merits or otherwise,
in the defense of any action, suit or proceeding referred to in
subsections (a) and (b), or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, if the person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation.
(d) Any indemnification under subsections (a), (b), or (c) (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case, upon a determination that indemnification of the present or former
director, officer,
employee or agent is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in subsections (a), (b), or (c). Such
determination shall be made with respect to a person who is a director or
officer of the corporation at the time of the determination: (1) by the majority vote of the
directors who are not parties to such action, suit or
proceeding, even though less than a quorum, (2) by a committee of such
directors, even though less than a quorum, designated by a majority vote of such directors,
(3) if there are no such directors, or if such directors so
direct, by independent legal
counsel
in a written opinion, or (4) by the shareholders.
(e) Expenses (including attorney's fees) incurred by an officer or
director of the corporation in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay
such amount if it
shall ultimately be determined that such person is not
entitled to be indemnified
by the corporation as authorized in this Section.
Such expenses (including attorney's fees) incurred by former directors and
officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid on such terms and
conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by or
granted under the other subsections of this Section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office. A right to
indemnification or to advancement of expenses arising under a provision of the articles of
incorporation or a by-law shall not be eliminated or impaired by an amendment to such provision
after the occurrence of the act or omission that is the subject of the civil, criminal, administrative
or investigative action, suit or proceeding for which indemnification or advancement of expenses
is sought, unless the provision in effect at the time of such act or omission explicitly authorizes
such elimination or impairment after such act or omission has occurred.
(g) A corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify such person against such liability under the
provisions of this Section.
(h) If a corporation indemnifies or advances expenses to a
director or officer under subsection (b) of this Section, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders meeting.
(i) For purposes of this Section, references to "the corporation" shall
include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation) absorbed
in a merger which, if its separate existence had continued, would have had
the power and authority to indemnify its directors, officers, and employees
or agents, so that any person who was a director, officer, employee or agent
of such merging corporation, or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the
same position under the provisions of this Section with respect to
the surviving corporation as such person would have with respect to such
merging corporation if its separate existence had continued.
(j) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan;
and references to "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by such director, officer,
employee, or agent with respect to an employee benefit plan, its participants,
or beneficiaries. A person who acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interest of the corporation" as referred
to in this Section.
(k) The indemnification and advancement of expenses provided by or granted
under this Section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of that person.
(l) The changes to this Section made by this amendatory Act of the 92nd
General Assembly apply only to actions commenced on or after the
effective date of this amendatory Act of the 92nd General Assembly.
(Source: P.A. 97-881, eff. 8-2-12.)
|
(805 ILCS 5/8.85) (from Ch. 32, par. 8.85)
Sec. 8.85.
In discharging the duties of their respective positions,
the board of directors, committees of the board, individual directors and
individual officers may, in considering the best long term and short
term interests of the
corporation, consider the effects of any action (including without
limitation, action which may involve or relate to a change or potential
change in control of the corporation) upon employees, suppliers
and customers of the corporation or its subsidiaries, communities in
which offices or other
establishments of the corporation or its subsidiaries are located,
and all other pertinent factors.
(Source: P.A. 86-126.)
|
(805 ILCS 5/Art. 9 heading) ARTICLE 9.
DISTRIBUTIONS
|
(805 ILCS 5/9.05) (from Ch. 32, par. 9.05)
Sec. 9.05. Power of corporation to acquire its own shares.
(a) A corporation may acquire its own shares, subject to limitations set
forth in Section 9.10 of this Act.
(b) If a corporation acquires its own shares after the effective date of
this amendatory Act of 1993, the shares constitute treasury shares
until cancelled as provided by subsection (d) of this Section.
(c) A corporation shall file a report under Section 14.25 of this
Act in the case of its acquisition of its own shares that occurs
either prior to January 1, 1991 or on or prior to the last day of the third
month immediately preceding the corporation's anniversary month in 1991. A
corporation shall file a report under Section 14.30 of this Act in the case
of its acquisition and cancellation of its own shares that occurs after
both December 31, 1990 and the last day of such third month. However, if the articles of incorporation provide that
the
number of authorized shares is reduced by an acquisition and cancellation
of shares, then the corporation shall, within 60 days after the date of
acquisition, execute and file in duplicate in accordance with Section 1.10 of
this Act, a statement of cancellation which sets forth:
(1) The name of the corporation.
(2) The aggregate number of shares which the | ||
| ||
(3) The aggregate number of issued shares, itemized | ||
| ||
(4) The number of shares cancelled, itemized by | ||
| ||
(5) The aggregate number of shares which the | ||
| ||
(6) The aggregate number of issued shares, itemized | ||
| ||
(7) A statement, expressed in dollars, of the amount | ||
| ||
(8) A statement, expressed in dollars, of the amount | ||
| ||
Upon the filing of the statement of cancellation by the
Secretary of State, the paid-in
capital of the corporation shall be deemed to be reduced by that part of
the paid-in capital which was, at the time of the cancellation,
represented by the shares so cancelled, to the extent of the cost from the paid-in capital of the reacquired and cancelled shares or a lesser amount as may be elected by the corporation, and the statement of cancellation
shall operate as an amendment to the articles of incorporation so as to
reduce the number of authorized shares by the number of shares so cancelled.
(d) A corporation, by resolution of the board of directors, may cancel any
of its treasury shares. When cancelled, the shares shall constitute authorized
but unissued shares unless the articles of incorporation provide that the
shares shall not be reissued, in which case the number of authorized shares
shall be reduced by the number of shares cancelled.
(e) Until the report required by subsection (c) of this Section, or
the report required by Section 14.25 or Section 14.30 of this Act
reporting a reduction in paid-in capital, shall have been filed in
the office of the Secretary of State, the basis of the annual franchise tax
payable by the corporation shall not be reduced, provided, however, in no
event shall the annual franchise tax for any taxable year be reduced if
such report is not filed prior to the first day of the anniversary month
or, in the case of a corporation which has established an extended
filing month, the extended filing month of that taxable year and before
payment of its annual franchise tax.
(Source: P.A. 94-605, eff. 1-1-06.)
|
(805 ILCS 5/9.10) (from Ch. 32, par. 9.10)
Sec. 9.10.
Distributions to shareholders.
(a) The board of directors
of a corporation may authorize, and the corporation may make, distributions
to its shareholders, subject to any restriction in the articles of incorporation
and subject also to the limitations of subsection (c) of this Section.
(b) If not otherwise determined under Section 7.25, the record date for
determining shareholders entitled to a distribution is the date of the resolution
of the board of directors authorizing the distribution.
(c) No distribution may be made if, after giving it effect:
(1) the corporation would be insolvent; or
(2) the net assets of the corporation would be less than zero or less
than the maximum amount payable at the time of distribution
to shareholders having preferential rights in liquidation if the corporation
were then to be liquidated.
(d) The board of directors may base a determination that a distribution
may be made under
subsection (c) either on financial statements prepared on the basis of accounting
practices and principles that are reasonable in the circumstances or on
a fair valuation or other method that is reasonable in the circumstances.
(e) The effect of a distribution under subsection (c) is measured as of
the earlier of:
(1) the date of its authorization if payment occurs within 120 days after
the date of authorization or the date of payment if payment occurs more
than 120 days after the date of authorization; or
(2) in the case of distribution by purchase, redemption, or other acquisition
of the corporation's shares, the earlier of (i) the date money or other
property is transferred or debt incurred by the corporation or (ii) the
date shareholders cease to be shareholders.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/9.20)
Sec. 9.20. Reduction of paid-in capital.
(a) A corporation may reduce its paid-in capital:
(1) by resolution of its board of directors by | ||
| ||
(2) pursuant to an approved reorganization in | ||
| ||
(b) Notwithstanding anything to the contrary contained in this Act, at no
time shall the paid-in capital be reduced to an amount less than the aggregate
par value of all issued shares having a par value.
(c) Until the report under Section 14.30 has been filed in the Office of the
Secretary of State showing a reduction in paid-in capital, the basis of the
annual franchise tax payable by the corporation shall not be reduced; provided,
however, that in no event shall the annual franchise tax for any taxable year
be reduced if the report is not filed prior to the first day of the anniversary
month or, in the case of a corporation that has established an extended filing
month, the extended filing month of the corporation of that taxable year and
before payment of its annual franchise tax.
(d) A corporation that reduced its paid-in capital after December 31,
1986 by one or more of the methods described in subsection (a)
may
report the reduction pursuant to Section 14.30, subject to the restrictions of
subsections (b) and (c) of this Section.
(e) Nothing in this Section shall be construed to forbid any reduction in
paid-in capital to be effected under Section 9.05 of this Act.
(f) In the case of a vertical merger, the paid-in capital of a subsidiary
may be eliminated if either (1) it was created, totally funded, and wholly owned
by the parent or (2) the amount of the parent's investment in the subsidiary
was equal to or exceeded the subsidiary's paid-in capital.
(Source: P.A. 94-605, eff. 1-1-06.)
|
(805 ILCS 5/Art. 10 heading) ARTICLE 10.
AMENDMENTS
|
(805 ILCS 5/10.05) (from Ch. 32, par. 10.05)
Sec. 10.05.
Authority to amend articles of incorporation.
(a) A corporation
may amend its articles of incorporation at any time and from time to time
to add a new provision or to change or remove an existing provision, provided
that the articles as amended contain only such provisions as are required
or permitted in original articles of incorporation at the time of amendment.
The articles as amended must contain all the provisions required by subsection
(a) of Section
2.10 except that the names and addresses of the initial directors
may be omitted and the name of the initial registered agent or
the address
of the initial registered office may be omitted if a statement
of change is on
file.
(b) A corporation whose period of duration as provided in the articles
of incorporation has expired may amend its articles of incorporation to
revive its articles and extend the period of corporate duration, including
making the duration perpetual, at any time within 5 years after the date
of expiration.
(Source: P.A. 91-464, eff. 1-1-00.)
|
(805 ILCS 5/10.10) (from Ch. 32, par. 10.10)
Sec. 10.10.
Amendment before issuance of shares.
If a corporation
has not issued shares, an amendment to the articles of incorporation may
be adopted by a majority of the incorporators if initial directors were
not named in the articles or have not been elected, or, if initial directors
were named in the articles or have been elected, an amendment to the articles
may be adopted by a majority of the directors.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/10.15) (from Ch. 32, par. 10.15)
Sec. 10.15.
Amendment by directors.
A majority of the whole board
of directors of a corporation may adopt one or more amendments to its articles
of incorporation without shareholder action:
(a) to remove the names and addresses of the initial directors if such
directors were named in the original articles of incorporation;
(b) to remove the name and address of the initial registered agent or
the address of the initial registered office, if a statement of change is
on file with the Secretary of State;
(c) to increase, decrease, create or eliminate the par value of the
shares of any class, so long as no class or series of shares is adversely
affected.
(d) to split all of the issued and authorized, but
unissued, shares of any class, whether or not any shares of the class are
issued or outstanding, by
multiplying them by a whole number, so long as no class or series of shares
is adversely affected.
(e) to change the corporate name by substituting the word
"corporation",
"incorporated", "company", "limited", or the abbreviation "corp.", "inc.",
"co.", or "ltd.", for a similar word or abbreviation in the name, or by
adding a geographical attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a
cancellation
statement filed with respect to such shares after acquisition by the
corporation
in circumstances in which the articles of incorporation prohibit reissuance
of such shares after acquisition by the corporation; or
(g) to restate its articles of incorporation as currently
amended; such
restated articles supersede the original articles and all amendments thereto.
(Source: P.A. 88-151.)
|
(805 ILCS 5/10.20) (from Ch. 32, par. 10.20)
Sec. 10.20.
Amendment by directors and shareholders.
Any amendment
authorized by Section 10.05 may be adopted by the action of the directors
and shareholders in the following manner:
(a) The board of directors shall adopt a resolution setting forth the
proposed amendment and directing that it be submitted to a vote at a
meeting of shareholders, which may be either an annual or a special
meeting.
(b) Written notice setting forth the proposed amendment or a
summary of the changes to be effected thereby shall be given to each
shareholder of record within the time and
in the manner provided in this Act for the giving of notice of meetings of
shareholders. If such meeting be an annual meeting, the proposed amendment,
or such summary as aforesaid, may be included in the notice of such annual
meeting. If the adoption of the amendment would give any class or series of
shares
the right to dissent, the notice shall also enclose a copy of Section 11.70
of this Act or otherwise provide adequate notice of the right to dissent
and the procedures therefor.
(c) At such meeting a vote of the shareholders entitled to vote on the
proposed amendment
shall be taken. The proposed amendment shall be
adopted upon receiving the affirmative vote of at least
two-thirds of the votes of the shares entitled to vote on
such amendment,
unless any class or series of shares is entitled to vote as a class in respect
thereof, in which event the proposed amendment shall be adopted upon
receiving the affirmative votes of at least
two-thirds of the
votes of the shares of each class or series of shares
entitled to vote as a class in
respect thereof and of the total votes of the shares
entitled to vote on such amendment.
(d) The articles of incorporation of a corporation may supersede the
two-thirds
vote requirement of subsection (c) by specifying any smaller or larger vote
requirement not less than a majority of the votes of the
shares entitled
to vote on the amendment and not less than a majority of the votes of the
shares of each class or series of shares entitled to vote as a class on the
amendment.
(e) Any number of amendments may be submitted to the shareholders, and voted
upon by them, at one meeting.
(Source: P.A. 89-48, eff. 6-23-95.)
|
(805 ILCS 5/10.25) (from Ch. 32, par. 10.25)
Sec. 10.25.
Class voting.
Except as provided in Section 10.40, the holders of the outstanding
shares of a class shall be entitled to vote as a class upon a proposed
amendment if the articles of incorporation so provide or if the amendment would:
(a) Increase or decrease the aggregate number of authorized shares of
such class.
(b) Effect an exchange, reclassification, or cancellation of all or part
of the shares of such class.
(c) Change the designations, preferences, qualifications, limitations,
restrictions, or special or relative rights of the shares of such class.
(d) In the case of a preferred or special class of shares, divide the
shares of such class into series and fix or authorize the board of directors
to fix the variations in the relative rights and preferences
between the shares of such series.
(e) Change the shares of such class
into the same or a different number of shares
of the same class or another class or classes.
(f) Create a right of exchange, of all or any part of the shares of
another class into the shares of such class.
(g) Create a new class of shares having rights and preferences prior,
superior or substantially equal to those of the shares of such class, or
increase the rights and preferences of any class having rights and preferences
prior, superior or substantially equal to those of the shares of such class,
or increase the rights and preferences of any class having rights and preferences
subordinate to those of such class if such increase would then make the
rights and preferences substantially equal to or superior to those of such class.
(h) Limit or deny the existing preemptive rights of the shares of such class.
(i) Cancel or otherwise affect dividends on the shares of such class which
had accumulated but had not been declared.
(j) Limit or deny the voting rights of the shares of such class.
The holders of the outstanding shares of a class shall not be entitled
to vote as a class upon a proposed amendment if such class is divided into
series, and the proposed amendment would affect one or more but not all
of such series in one or more of the ways described in subsections (a)
through (i) above. In such event, the holders of the outstanding
shares of any series to be affected by the proposed amendment shall be entitled
to vote as a class thereon.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/10.30) (from Ch. 32, par. 10.30)
Sec. 10.30.
Articles of amendment.
(a) Except as provided in Section 10.40,
the articles of amendment shall be executed and filed in duplicate in
accordance
with Section 1.10 of this Act and shall set forth:
(1) The name of the corporation.
(2) The text of each amendment adopted.
(3) If the amendment was adopted by the | ||
| ||
(4) If the amendment was adopted by the directors | ||
| ||
(5) Where the amendment was approved by the | ||
| ||
(i) a statement that the amendment was adopted at | ||
| ||
(ii) a statement that the amendment was adopted | ||
| ||
(6) If the amendment provides for an exchange, | ||
| ||
(7) If the amendment effects a change in the amount | ||
| ||
(8) If the amendment restates the articles of | ||
| ||
(i) the text of the articles as restated;
(ii) the date of incorporation, the name under | ||
| ||
(iii) the address of the registered office and | ||
| ||
(iv) the number of shares of each class issued on | ||
| ||
The articles as restated must include all the | ||
| ||
(9) If, pursuant to Section 10.35, the amendment is | ||
| ||
(10) If the amendment revives the articles of | ||
| ||
(i) the date the period of duration expired under | ||
| ||
(ii) a statement that the period of duration will | ||
| ||
(iii) a statement that the corporation has been | ||
| ||
(b) When the provisions of this Section have been complied with, the
Secretary
of State shall file the articles of amendment.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
Sec. 10.35.
Effect of amendment.
(a) The amendment shall
become effective and the articles of incorporation shall be deemed to be
amended accordingly, as of the later of:
(1) the filing of the articles of amendment by the | ||
| ||
(2) the time established under the articles of | ||
| ||
(b) If the amendment is made in accordance with the provisions of
Section 10.40,
upon the filing of the articles of
amendment by the Secretary of State,
the amendment shall become effective and the articles of incorporation shall
be deemed to be amended accordingly, without any action thereon by the
directors
or shareholders of the corporation and with the same effect as if the
amendments
had been adopted by unanimous action of the directors and shareholders of
the corporation.
(c) If the amendment restates the articles of incorporation, such
restated
articles of incorporation shall, upon such amendment becoming effective,
supersede and stand in lieu of the corporation's preexisting articles of
incorporation.
(d) If the amendment revives the articles of incorporation and extends
the
period of corporate duration, upon the filing of the articles of amendment
by the Secretary of State, the amendment shall become effective and the
corporate existence shall be deemed to have continued without interruption
from the date of expiration of the original period of duration, and the
corporation shall stand revived with such powers, duties and obligations
as if its period of duration had not expired; and all acts and proceedings
of its officers, directors and shareholders, acting or purporting to act
as such, which would have been legal and valid but for such expiration,
shall stand ratified and confirmed.
(e) Each amendment which affects the number of issued shares or the
amount of paid-in capital
shall be deemed to be a report under the provisions of
this Act.
(f) No amendment of the articles of incorporation of a corporation shall
affect
any existing cause of action in favor of or
against such corporation, or any pending suit in which such corporation
shall be a party, or the existing rights of persons other than
shareholders; and, in the event the corporate name shall be changed by
amendment, no suit brought by or against such corporation under its former
name shall be abated for that reason.
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
|
(805 ILCS 5/10.40) (from Ch. 32, par. 10.40)
Sec. 10.40.
Amendment pursuant to reorganization.
(a) The articles
of incorporation of a corporation may be amended without director or
shareholder
action to carry out a plan of reorganization ordered by a court
of competent jurisdiction pursuant to any applicable statute of the United
States if the articles after amendment contain only provisions required
or permitted by Section 2.10 of this Act.
(b) The individual or individuals designated by the court shall execute,
verify and deliver to the Secretary of State for filing in accordance with
Section 1.10 of this Act, articles of amendment setting forth:
(1) the name of the corporation;
(2) the text of each amendment approved by the court;
(3) the date of the court's order approving the articles of amendment;
(4) the title of the reorganization proceeding in which the order
was entered; and
(5) a statement that the court had jurisdiction of the proceeding under
federal statute.
(c) Shareholders of a corporation undergoing reorganization do not have
dissenters' rights except and to the extent provided in the reorganization plan.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/Art. 11 heading) ARTICLE 11.
MERGER AND CONSOLIDATION -
DISSENTERS' RIGHTS
|
(805 ILCS 5/11.05) (from Ch. 32, par. 11.05)
Sec. 11.05.
Procedure for merger or consolidation.
Any 2 or more corporations may merge into one of such corporations or consolidate
into a new corporation in the following manner:
The board of directors of each corporation shall, by resolution adopted
by a majority vote of the members of each such board, approve a plan of
merger or consolidation setting forth:
(a) The names of the corporations proposing to merge or consolidate, and the name of
the corporation into which they propose to merge, which is hereinafter
designated as the surviving corporation or to consolidate, which is hereinafter
designated as the new corporation.
(b) The terms and conditions of the proposed merger or consolidation and
the mode of carrying the same into effect.
(c) The manner and basis of converting the shares of each merging or consolidating
corporation into shares, obligations or other securities of the surviving
or new corporation, or into shares, obligations or other securities of any
other corporation which immediately before or immediately after the merger
or consolidation is effected is the owner of all of the outstanding voting
securities of the corporation named as the surviving or new corporation,
or into cash or other property, or into any combination of the foregoing.
(d) A statement of any changes in the articles of incorporation of the
surviving corporation to be effected by such merger or a statement of the
articles of incorporation of the new corporation.
(e) Such other provisions with respect to the proposed merger or consolidation
as are deemed necessary or desirable, including provisions, if any, under
which the proposed merger or consolidation may be abandoned prior to the
filing of articles of merger or consolidation by the Secretary of State.
(Source: P.A. 84-924.)
|
(805 ILCS 5/11.10) (from Ch. 32, par. 11.10)
Sec. 11.10.
Procedure for share exchange.
A corporation may acquire
all of the issued or outstanding shares of one or more classes of another
corporation in the following manner:
The board of directors of each corporation shall, by resolution adopted
by a majority vote of members of each such board, approve a plan of exchange
setting forth:
(a) The name of the corporation whose shares will be acquired and the
name of the acquiring corporation.
(b) The terms and conditions of the exchange.
(c) The manner and basis of exchanging the shares to be acquired for shares,
obligations, or other securities of the acquiring
corporation or for cash
or other property or for any combination of the foregoing.
(d) Other provisions considered necessary or desirable with respect to
the exchange, including provisions, if any, under which the proposed
exchange may be abandoned prior to the filing of articles of exchange by
the Secretary of State.
This Section does not limit the power of a corporation to acquire all or
part of the shares of one or more classes of another corporation through
a voluntary exchange or otherwise by agreement with the shareholders.
(Source: P.A. 85-1269.)
|
(805 ILCS 5/11.15) (from Ch. 32, par. 11.15)
Sec. 11.15.
Call of shareholders' meeting.
The board of directors of each corporation, upon approving such plan of
merger, consolidation or exchange, shall, if shareholders are
entitled to vote on such plan, by resolution, direct that the plan
be submitted to a vote at a meeting of shareholders, which may be either an
annual or a special meeting. Written notice shall be
given to each shareholder of record within the time and in the manner provided
by this Act for the giving of notice of meetings of shareholders. Such
notice, whether the meeting be an annual or special meeting, shall
include a copy or a summary
of the plan of merger, consolidation or exchange, as the case
may be, and shall also inform the shareholders of their right to dissent
in accordance with Section 11.70 and either enclose a copy of Section 11.70
or otherwise provide adequate notice of the procedure to dissent.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/11.20) (from Ch. 32, par. 11.20)
Sec. 11.20.
Approval by shareholders.
(a) A vote of the shareholders entitled to vote
on the proposed plan of merger, consolidation or exchange shall be taken. The
plan of
merger, consolidation or exchange shall be approved upon receiving by each
corporation the affirmative
votes of at least two-thirds of the votes of
the shares
entitled to vote on the plan unless any
class or series of shares of any of such corporations is entitled to vote as a
class
on the plan in which event, as to such corporation, the plan of
merger, consolidation or exchange shall be approved upon receiving the
affirmative
votes of at least two-thirds of the votes of
the
shares of each such class or series of shares entitled to vote as a class
on the plan and of the votes of the total shares entitled
to vote on the plan. Any
class of shares of any such corporation shall be entitled to vote as a
class if the articles of incorporation so provide or if the plan of merger,
consolidation or exchange, as the case may be, contains
any provision which, if contained in a proposed amendment to articles of
incorporation, would entitle such class of shares to vote as a class.
(b) The articles of incorporation of any corporation may supersede the
two-thirds vote requirement of this Section as to that corporation by
specifying
any smaller or larger vote requirement not less than a majority of the votes
of the
shares entitled to vote on the issue and not less than a majority of the
votes of the shares of each class or series of shares
entitled to vote as
a class on the issue.
(c) No vote by the shareholders of a corporation that is a surviving party
to a plan of merger or that is the acquiring corporation in a plan of exchange
shall be required, unless its articles of incorporation provide to the
contrary, if:
(1) the plan of merger or exchange does not amend in | ||
| ||
(2) each share of such corporation outstanding | ||
| ||
(3) either no common shares of the surviving or | ||
| ||
(Source: P.A. 89-48, eff. 6-23-95.)
|
(805 ILCS 5/11.25) (from Ch. 32, par. 11.25)
Sec. 11.25.
Articles of merger, consolidation or exchange.
(a) Upon such
approval, articles of merger, consolidation or exchange shall be executed
by each corporation and filed in duplicate in accordance with Section 1.10
of this Act and shall set forth:
(1) The plan of merger, consolidation or exchange.
(2) As to each corporation:
(i) a statement that the plan was adopted at a | ||
| ||
(ii) a statement that the plan was adopted by a | ||
| ||
(b) When the provisions of this Section have been complied with, the
Secretary
of State shall file the articles of merger,
consolidation, or share exchange.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/11.30) (from Ch. 32, par. 11.30)
Sec. 11.30.
Merger of subsidiary corporation.
(a) Any corporation, in this
Section referred to as the "parent corporation", owning
at least 90% of the outstanding shares of each class of shares of any other
corporation or corporations, in this Section referred to
as
the "subsidiary corporation", may merge the subsidiary corporation
or corporations
into itself or into one of the subsidiary corporations, if each merging
subsidiary
corporation is solvent, without approval by a vote of the shareholders of
the parent corporation or the shareholders of any of the merging
subsidiary
corporations, upon completion of the requirements of this Section.
(b) The board of directors of the parent corporation shall, by
resolution,
approve a plan of merger setting forth:
(1) The name of each merging subsidiary corporation | ||
| ||
(2) The manner and basis of converting the shares of | ||
| ||
(c) A copy of such plan of merger shall be mailed to each shareholder,
other
than the parent corporation, of a merging subsidiary corporation who was a
shareholder of record on the date of the adoption of the plan of merger,
together with a notice informing such shareholders of their right to dissent
and enclosing a copy of Section 11.70 or otherwise providing adequate notice
of the procedure to dissent.
(d) After 30 days following the mailing of a copy of the plan of
merger
and notice to the shareholders of each merging subsidiary corporation, or
upon the written consent to the merger or written waiver of the 30 day period
by the holders of all the outstanding shares of all shares of all such
subsidiary
corporations, the articles of merger shall be executed by the parent
corporation
and filed in duplicate in accordance with Section 1.10 of this Act and shall
set forth:
(1) The plan of merger.
(2) The number of outstanding shares of each class of | ||
| ||
(3) The date of mailing a copy of the plan of merger | ||
| ||
(e) When the provisions of this Section have been complied with,
the Secretary
of State shall file the articles of merger.
(f) Subject to Section 11.35 and provided that all the
conditions
hereinabove set forth have been met, any domestic corporation may be merged
into or may merge into itself any foreign corporation in the foregoing manner.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/11.31)
Sec. 11.31.
Merger of mid-tier bank holding company into subsidiary bank.
(a) A mid-tier bank holding company may merge into its subsidiary in the
following manner:
(1) The mid-tier bank holding company shall comply | ||
| ||
(2) Section 11.50 of this Act shall, insofar as it is | ||
| ||
(b) For the purpose of this Section 11.31, "mid-tier bank holding company"
means a corporation (1) that owns 100% of the issued and outstanding shares of
each class of stock of a State bank, (2) that has no other subsidiaries, and
(3) of which 100% of the issued and outstanding shares are owned by a
parent bank holding company.
(Source: P.A. 90-301, eff. 8-1-97.)
|
(805 ILCS 5/11.32)
Sec. 11.32.
Merger or conversion of trust company into a State bank.
(a) A trust company may merge into a State bank in the following manner:
(1) The trust company shall comply with the | ||
| ||
(2) Section 11.50 of this Act shall, insofar as it is | ||
| ||
(b) Whenever a trust company shall effect a conversion into a State bank
pursuant to Section 30 of the Illinois Banking Act, it shall forthwith file
with the Secretary of State a copy of the certificate of conversion duly
authenticated by the Commissioner of Banks and Real Estate. The filing fee
shall be the same as for filing articles of merger.
(c) For the purpose of this Section 11.32, a "trust company" means a
corporation organized under this Act for the purpose of accepting and executing
trusts.
(Source: P.A. 90-301, eff. 8-1-97.)
|
(805 ILCS 5/11.35) (from Ch. 32, par. 11.35)
Sec. 11.35.
Merger, consolidation or share exchange of domestic and
foreign corporations. One or more foreign corporations and one or more
domestic corporations may be merged or consolidated or their shares
exchanged in the following manner, provided such merger, consolidation or
exchange is permitted by the laws of the state under which each such
foreign corporation is organized:
(a) Each domestic corporation shall comply with the provisions of this
Act with respect to the merger, consolidation or exchange, as the case may
be, of domestic corporations and each foreign corporation shall comply with
the applicable provisions of the laws of the state under which it is organized.
(b) If the surviving or new corporation, as the case may be, is to be
governed by the laws of any state other than this State, it shall comply
with the provisions of this Act with respect to foreign corporations if it
is to do business in this State, and in every case it shall file with the
Secretary of State of this State:
(1) an agreement that it may be served with process in this State in
any proceeding for the enforcement of any obligation of any domestic
corporation which is a party to such merger or consolidation and in any
proceeding for the enforcement of the rights of a dissenting shareholder of
any such domestic corporation against the surviving or new corporation,
(2) an irrevocable appointment of the Secretary of State of this
State as its agent to accept service of process in any such proceeding, and
(3) an agreement that it will promptly pay to the dissenting
shareholders of any such domestic corporation the amount, if any, to which
they shall be entitled under the provisions of this Act with respect to the
rights of dissenting shareholders.
The effect of such merger or consolidation shall be the same as in the
case of the merger or consolidation of domestic corporations.
(c) If the acquiring corporation in a share exchange is governed by the
laws of any state other than this State, it shall comply with the provisions
of this Act with respect to foreign corporations if it is to do business
in this State and, in every case, it shall file with the Secretary of State
of this State:
(1) an agreement that it may be served with process in this State in any
proceeding for the enforcement of the rights of a dissenting shareholder
of a domestic corporation whose shares are acquired against the acquiring corporation.
(2) an irrevocable appointment of the Secretary of State of this State
as its agent to accept service of process in any such proceeding, and
(3) an agreement that it will promptly pay to the dissenting shareholders
of such domestic corporation the amount, if any, to which they shall be
entitled under the provisions of this Act with respect to the rights of
dissenting shareholders.
(Source: P.A. 84-1308.)
|
(805 ILCS 5/11.37) (from Ch. 32, par. 11.37)
Sec. 11.37. Merger or consolidation of domestic or foreign
corporations and domestic not for profit corporations.
(a) One or more
domestic corporations or one or more foreign corporations may merge into a
domestic not for profit corporation subject to the provisions of the
General Not For Profit Corporation Act of 1986, as amended, provided that
in the case of a foreign corporation for profit, such merger is permitted by
the laws of the State or country under which
such foreign corporation for profit is organized.
(b) Each domestic corporation shall comply with the provisions of this
Act with respect to the merger of domestic corporations,
each domestic not for profit corporation shall comply with the provisions
of the General Not For Profit Corporation Act of 1986, as amended. With
respect to merger of domestic not for profit corporations,
each foreign corporation for profit shall comply with the laws of the state
or country under which it is organized, and each foreign corporation for
profit having authority to transact business in this State
under the provisions of this Act shall comply with the provisions of this
Act with respect to merger of foreign corporations for
profit.
(c) The plan of merger shall set forth, in addition to
all matters required by Section 11.05 of this Act, the manner and basis of
converting shares of each merging domestic or foreign
corporation for profit into membership or other interests of the surviving domestic not for profit corporation, or into cash, or into property,
or into any combination of the foregoing.
(d) The effect of a merger under this Section shall be
the same as in the case of a merger of domestic
corporations as set forth in subsection (a) of Section 11.50 of this Act.
(e) When such merger has been effected, the shares of
the corporation or corporations to be converted under the terms of the plan
cease to exist. The holders of those shares are entitled only to the
membership or other interests, cash, or other property or combination
thereof, into which those shares have been converted in accordance with the
plan, subject to any dissenters' rights under Section 11.70 of this Act.
(Source: P.A. 96-66, eff. 1-1-10.)
|
(805 ILCS 5/11.39)
Sec. 11.39. Merger of domestic corporation and limited liability entities.
(a) Any one or more domestic corporations may merge with or into one
or more limited liability entities of this State, any other state or
states of the
United States, or the District of Columbia, if the laws of the other state
or states
or the District of Columbia permit the merger. The domestic corporation or
corporations and the limited liability entity or entities may merge with or
into a corporation, which may be any one of these corporations, or they may
merge
with or into a limited liability entity, which may be any one of these limited
liability entities, which shall be a domestic corporation or limited liability entity
of this
State, any other state of the United States, or the District of Columbia,
which
permits the merger pursuant to a plan of merger complying with and approved in
accordance with this Section.
(b) The plan of merger must set forth the following:
(1) The names of the domestic corporation or | ||
| ||
(2) The terms and conditions of the proposed merger | ||
| ||
(3) The manner and basis of converting the shares of | ||
| ||
(4) In the case of a merger in which a domestic | ||
| ||
(5) Any other provisions with respect to the proposed | ||
| ||
(c) The plan required by subsection (b) of this Section shall be adopted and
approved
by the constituent corporation or corporations in the same manner as is
provided in
Sections 11.05, 11.15, and 11.20 of this Act and, in the case of a limited
liability
entity, in accordance with the terms of its operating or partnership agreement, if any, and
in
accordance with the laws under which it was formed.
(d) Upon this approval, articles of merger shall be executed by each
constituent corporation and limited liability entity and filed with the
Secretary of State. The merger shall become
effective for all purposes of the laws of this State when and as provided in
Section
11.40 of this Act with respect to the merger of corporations of this State.
(e) If the surviving entity is to be governed by the laws of the District of
Columbia or any state other than this State, it shall file with the
Secretary of
State of this State an agreement that it may be served with process in this
State in
any proceeding for enforcement of any obligation of any constituent corporation
or
limited liability entity of this State, as well as for enforcement of any
obligation of
the surviving corporation or limited liability entity arising from the merger,
including any suit or other proceeding to enforce the shareholders right to
dissent as
provided in Section 11.70 of this Act, and shall irrevocably appoint the
Secretary of
State of this State as its agent to accept service of process in any such suit
or other
proceedings.
(f) Section 11.50 of this Act shall, insofar as it is applicable, apply to
mergers between domestic corporations and limited liability entities.
(g) In any merger under this Section, the surviving entity shall not
engage in any business or exercise any power that a domestic corporation or
domestic limited liability entity may not otherwise engage in or exercise in
this State. Furthermore, the surviving entity shall be governed by the
ownership and control restrictions in Illinois law applicable to that type of
entity.
(Source: P.A. 102-282, eff. 1-1-22.)
|
(805 ILCS 5/11.40) (from Ch. 32, par. 11.40)
Sec. 11.40.
Effective date of merger, consolidation or exchange.
The merger, consolidation or exchange shall become effective upon filing of
the articles of merger, consolidation or
exchange by the Secretary of State or on a later specified
date, not more than
30 days subsequent to the filing of the articles of merger, consolidation or
exchange by the Secretary of
State, as may be provided for in the plan.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/11.45)
Sec. 11.45. (Repealed).
(Source: P.A. 93-59, eff. 7-1-03. Repealed by P.A. 96-1121, eff. 1-1-11.)
|
(805 ILCS 5/11.50) (from Ch. 32, par. 11.50)
Sec. 11.50.
Effect of merger, consolidation or exchange.
(a) When
such merger or consolidation has been effected:
(1) The several corporations parties to the plan of merger or
consolidation shall be a single corporation, which, in the case of a
merger, is that corporation designated in the plan of merger as the
surviving corporation, and, in the case of a consolidation, is the new
corporation provided for in the plan of consolidation.
(2) The separate existence of all corporations parties to the plan of
merger or consolidation, except the surviving or new corporation, shall
cease.
(3) Such surviving or new corporation has all the rights, privileges,
immunities, and powers and is subject to all the duties and liabilities
of a corporation organized under this Act.
(4) Such surviving or new corporation shall thereupon and thereafter
possess all the rights, privileges, immunities, and franchises, as of
a public or a private nature, of each of the merging or consolidating
corporations; and all property, real, personal, and mixed, and all debts
due on whatever account, including subscriptions to shares, and all other
choses in action, and all and every other interest, of or belonging to or
due to each of the corporations so merged or consolidated, shall be taken
and deemed to be transferred to and vested in such single corporation
without further act or deed; and the title to any real estate, or any
interest therein, vested in any of such corporations shall not revert or be
in any way impaired by reason of such merger or consolidation.
(5) Such surviving or new corporation shall thenceforth be responsible
and liable for all the liabilities and obligations of each of the
corporations so merged or consolidated; and any claim existing or action or
proceeding pending by or against any of such corporations may be prosecuted
to judgment as if such merger or consolidation had not taken place, or such
surviving or new corporation may be substituted in its place. Neither the
rights of creditors nor any liens upon the property of any such
corporations shall be impaired by such merger or consolidation.
(6) In case of a merger, the articles of incorporation of the surviving
corporation are deemed to be amended to the extent, if any, that changes in
its articles are stated in the articles of merger; and, in the case of a
consolidation, the articles of incorporation of the new corporation are
set forth in the articles of consolidation.
(b) When such merger, consolidation or exchange has been effected, the
shares of the corporation or corporations to be converted or exchanged under
the terms of the plan cease to exist in the case of a merger or consolidation,
or are deemed to be exchanged in the case of an exchange. The holders of
those shares are entitled only to the money, securities or other property
into which those shares have been converted or for which those shares have
been exchanged in accordance with the plan, subject to any dissenters' rights
under Section 11.70 of this Act.
(c) The merger, consolidation or exchange of shares of a corporation
shall not: (i) prohibit the State from prosecuting a corporation
criminally by indictment, information or complaint filed subsequent to its
merger, consolidation or exchange for any offenses it committed prior thereto;
or (ii) abate or suspend a criminal proceeding which is pending against a
corporation on the effective date of said merger, consolidation or exchange.
(d) Where a corporation has been criminally prosecuted pursuant to
subsection (c) herein, and has been convicted and fined for a criminal
offense, the surviving or new corporation shall be responsible for the
payment of the fine only to the extent of any assets contributed to the
merger, consolidation or exchange of shares by the convicted corporation,
provided that the surviving or new corporation, at the time of acquisition,
did not know, or have reason to know, of the criminal acts which were the
basis for the criminal action. In the event the surviving or new
corporation did know, or have reason to know, of the criminal acts which
were the basis for the criminal action, it shall be responsible for the entire
amount of the fine. Nothing herein shall prohibit the State from collecting
a fine which was assessed against a corporation from a shareholder to the
extent that the corporation may have distributed assets to the shareholder.
(Source: P.A. 85-1440.)
|
(805 ILCS 5/11.55) (from Ch. 32, par. 11.55)
Sec. 11.55.
Sale,
lease, exchange, or mortgage of assets in usual and regular course of
business.
The sale, lease, exchange, mortgage, pledge, or other disposition of
all, or substantially all, the property and assets of a corporation, when
made in the usual and regular course of the business of the corporation,
may be made upon such terms and conditions and for such considerations,
which may consist, in whole or in part, of money or property, real or
personal, including shares of any other corporation, domestic or foreign,
as shall be authorized by its board of directors; and in such case no
authorization or consent of the shareholders shall be required.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/11.60) (from Ch. 32, par. 11.60)
Sec. 11.60.
Sale, lease or exchange of assets, other than in usual
and regular course of business.
A sale, lease, exchange, or other disposition of all,
or substantially all, the property and assets, with or without the good
will, of a corporation, if not made in the usual and regular course of its
business, may be made upon such terms and conditions and for such
consideration, which may consist, in whole or in part, of money or
property, real or personal, including shares of any other corporation,
domestic or foreign, as may be authorized in the following manner:
(a) The board of directors shall adopt a resolution recommending such
sale, lease, exchange, or other disposition and directing
the submission thereof to a vote at a meeting of shareholders, which may be
either an annual or a special meeting.
(b) Written notice stating that the purpose, or one of the
purposes, of such meeting is to consider the sale, lease, exchange,
or other disposition of all, or substantially all, the
property and assets of the corporation shall be given to each shareholder
of record within the time and in the
manner provided by this Act for the giving of notice of meetings of
shareholders and shall also inform the shareholders of their right to
dissent and either enclose a copy of Section 11.70 or otherwise provide
adequate notice of the procedure to dissent. If such meeting be an annual
meeting, such purpose may be
included in the notice of such annual meeting.
(c) At such meeting the shareholders entitled to vote on such matter may
authorize such sale, lease, exchange, or other disposition and fix, or may
authorize the board of directors to fix, any or all of the terms and conditions
thereof and the consideration to be received by the corporation therefor.
Such authorization shall require the affirmative vote of the holders of at
least two-thirds of the outstanding shares entitled to vote on such matter
unless any class or series of shares is entitled to vote as a class in
respect thereof, in which event such authorization shall require the
affirmative vote of the holders of at least two-thirds of the outstanding
shares of each class or series of shares entitled to vote as a class on such matter,
and of the total outstanding shares entitled to vote on such matter.
(d) After such authorization by a vote of shareholders, the board of
directors nevertheless, in its discretion, may abandon such sale, lease,
exchange, or other disposition of assets, subject to the
rights of third parties under any contracts relating thereto, without
further action or approval by shareholders.
(e) The articles of incorporation of a corporation may supersede the two-thirds
vote requirement of this Section by specifying any smaller or larger vote
requirement, not less than a majority of the outstanding shares entitled
to vote on the matter and not less than a majority of the outstanding shares
of each class of shares entitled to vote as a class on the matter.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/11.65) (from Ch. 32, par. 11.65)
Sec. 11.65.
Right to dissent.
(a) A shareholder of a corporation is
entitled to dissent from, and obtain payment for his or her shares in the
event of any of the following corporate actions:
(1) consummation of a plan of merger or consolidation or a plan of share
exchange to which the corporation is a party if (i) shareholder authorization
is required for the merger or consolidation or the share exchange by Section
11.20 or the articles of incorporation or (ii) the corporation is a subsidiary
that is merged with its parent or another subsidiary under Section 11.30;
(2) consummation of a sale, lease or exchange of all, or substantially
all, of the property and assets of the corporation other than in the usual
and regular course of business;
(3) an amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares because it:
(i) alters or abolishes a preferential right of such shares;
(ii) alters or abolishes a right in respect of redemption, including a
provision respecting a sinking fund for the redemption or repurchase, of such shares;
(iii) in the case of a corporation incorporated prior to January 1, 1982,
limits or eliminates cumulative voting rights with respect to such shares; or
(4) any other corporate action taken pursuant to a shareholder vote if
the articles of incorporation, by-laws, or a resolution of the board of
directors provide that shareholders are entitled to dissent and obtain payment
for their shares in accordance with the procedures set forth in Section
11.70 or as may be otherwise provided in the articles, by-laws or resolution.
(b) A shareholder entitled to dissent and obtain payment for his or her
shares under this Section may not challenge the corporate action creating
his or her entitlement unless the action is fraudulent with respect to the
shareholder or the corporation or constitutes a breach of a fiduciary duty
owed to the shareholder.
(c) A record owner of shares may assert dissenters' rights as to fewer
than all the shares recorded in such person's name only if such person dissents
with respect to all shares beneficially owned by any one person and notifies
the corporation in writing of the name and address of each person on whose
behalf the record owner asserts dissenters' rights. The rights of a partial
dissenter are determined as if the shares as to which
dissent is made and the other shares were recorded in the names of different
shareholders. A beneficial owner of shares who is not the record owner
may assert dissenters' rights as to shares held on such person's behalf
only if the beneficial owner submits to the corporation the record owner's
written consent to the dissent before or at the same time the beneficial
owner asserts dissenters' rights.
(Source: P.A. 85-1269.)
|
(805 ILCS 5/11.70) (from Ch. 32, par. 11.70)
Sec. 11.70. Procedure to Dissent.
(a) If the corporate action giving rise to the right to
dissent is to be approved at a meeting of shareholders, the notice of meeting
shall inform the shareholders of their right to dissent and the procedure
to dissent. If, prior to the meeting, the corporation furnishes to the
shareholders material information with respect to the transaction that
will objectively enable a shareholder to vote on the transaction and to
determine whether or not to exercise dissenters' rights, a shareholder may
assert dissenters' rights only if the shareholder delivers to the corporation
before the vote is taken a written demand for payment for his or her shares
if the proposed action is consummated, and the shareholder does not
vote in favor of the proposed action.
(b) If the corporate action giving rise to the right to dissent is not
to be approved at a meeting of shareholders, the notice to shareholders
describing the action taken under Section 11.30 or Section 7.10 shall inform
the shareholders of their right to dissent and the procedure to dissent.
If, prior to or concurrently with the notice, the corporation furnishes
to the shareholders material information with respect to the transaction
that will objectively enable a shareholder to determine whether or not to
exercise dissenters' rights, a shareholder may assert dissenter's rights
only if he or she delivers to the corporation within 30 days from the date
of mailing the notice a written demand for payment for his or her shares.
(c) Within 10 days after the date on which the corporate action giving
rise to the right to dissent is effective or 30 days after the shareholder
delivers to the corporation the written demand for payment, whichever is
later, the corporation shall send each shareholder who has delivered a written
demand for payment a statement setting forth the opinion of the corporation
as to the estimated fair value of the shares, the corporation's latest balance
sheet as of the end of a fiscal year ending not earlier than 16 months
before the delivery of the statement, together with the statement of income
for that year and the latest available interim financial statements, and
either a commitment to pay for the shares of the dissenting shareholder
at the estimated fair value thereof upon transmittal to the corporation of the
certificate or certificates, or other evidence of ownership, with respect
to the shares, or instructions to the dissenting shareholder to sell
his or her shares within 10 days after delivery of the corporation's statement
to the shareholder. The corporation may instruct the shareholder to sell
only if there is a public market for the shares at which the shares may
be readily sold. If the shareholder does not sell within that 10 day
period after being so instructed by the corporation, for purposes of this
Section the shareholder shall be deemed to have sold his or her shares at
the average closing price of the shares, if listed on a national exchange,
or the average of the bid and asked price with respect to the shares quoted
by a principal market maker, if not listed on a national exchange, during
that 10 day period.
(d) A shareholder who makes written demand for payment under this
Section retains all other rights of a shareholder until those rights are
cancelled or modified by the consummation of the proposed corporate action.
Upon consummation of that action, the corporation shall pay to each
dissenter who transmits to the corporation the certificate or other
evidence of ownership of the shares the amount the corporation estimates to
be the fair value of the shares, plus accrued interest, accompanied by a
written explanation of how the interest was calculated.
(e) If the shareholder does not agree with the opinion of the
corporation as to the estimated fair value of the shares or the amount of
interest due, the shareholder, within 30 days from the delivery of the
corporation's statement of value, shall notify the corporation in writing
of the shareholder's estimated fair value and amount of interest due and
demand payment for the difference between the shareholder's estimate of
fair value and interest due and the amount of the payment by the
corporation or the proceeds of sale by the shareholder, whichever is
applicable because of the procedure for which the corporation opted
pursuant to subsection (c).
(f) If, within 60 days from delivery to the corporation of the
shareholder notification of estimate of fair value of the shares and
interest due, the corporation and the dissenting shareholder have not
agreed in writing upon the fair value of the shares and interest due, the
corporation shall either pay the difference in value demanded by the
shareholder, with interest, or file a petition in the circuit court of the
county in which either the registered office or the principal office of the
corporation is located, requesting the court to determine the fair value of
the shares and interest due. The corporation shall make all dissenters,
whether or not residents of this State, whose demands remain unsettled
parties to the proceeding as an action against their shares and all parties
shall be served with a copy of the petition. Nonresidents may be served by
registered or certified mail or by publication as provided by law. Failure
of the corporation to commence an action pursuant to this Section shall not
limit or affect the right of the dissenting shareholders to otherwise
commence an action as permitted by law.
(g) The jurisdiction of the court in which the proceeding is commenced
under subsection (f) by a corporation is plenary and exclusive. The court
may appoint one or more persons as appraisers to receive evidence and
recommend decision on the question of fair value. The appraisers have the
power described in the order appointing them, or in any amendment to it.
(h) Each dissenter made a party to the proceeding is entitled to
judgment for the amount, if any, by which the court finds that the fair
value of his or her shares, plus interest, exceeds the amount paid by the
corporation or the proceeds of sale by the shareholder, whichever amount
is applicable.
(i) The court, in a proceeding commenced under subsection
(f), shall determine all costs of the proceeding, including the reasonable
compensation and expenses of the appraisers, if any, appointed by the
court under subsection (g), but shall exclude the fees and expenses of
counsel and experts for the respective parties. If the fair value of the
shares as determined by the court materially exceeds the amount which the
corporation estimated to be the fair value of the shares or if no estimate
was made in accordance with subsection (c), then all or any part of the
costs may be assessed against the corporation. If the amount which any
dissenter estimated to be the fair value of the shares materially exceeds
the fair value of the shares as determined by the court, then all or any
part of the costs may be assessed against that dissenter. The court may
also assess the fees and expenses of counsel and experts for the respective
parties, in amounts the court finds equitable, as follows:
(1) Against the corporation and in favor of any or | ||
| ||
(2) Against either the corporation or a dissenter and | ||
| ||
If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated and that the
fees for those services should not be assessed against the corporation, the
court may award to that counsel reasonable fees to be paid out of the
amounts awarded to the dissenters who are benefited. Except as otherwise
provided in this Section, the practice, procedure, judgment and costs shall
be governed by the Code of Civil Procedure.
(j) As used in this Section:
(1) "Fair value", with respect to a dissenter's | ||
| ||
(2) "Interest" means interest from the effective date | ||
| ||
(Source: P.A. 94-889, eff. 1-1-07.)
|
(805 ILCS 5/11.75) (from Ch. 32, par. 11.75)
Sec. 11.75.
Business combinations with interested shareholders.
(a) Notwithstanding any other provisions of this Act, a corporation (as
defined in this Section 11.75) shall not engage in any business combination
with any interested shareholder for a period of 3 years following the time
that such shareholder became an interested shareholder, unless (1) prior to
such time the board of directors of the corporation approved
either the
business combination or the transaction which resulted in the shareholder
becoming an interested shareholder, or (2) upon consummation of the
transaction which resulted in the shareholder becoming an interested
shareholder, the interested shareholder owned at least 85% of the voting
shares of the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of shares
outstanding those shares owned (i) by persons who are directors and also
officers and (ii) employee stock plans in which employee participants do
not have the right to determine confidentially whether shares held subject
to the plan will be tendered in a tender or exchange offer, or (3) at
or
subsequent to such time the business combination is approved by
the board
of directors and authorized at an annual or special meeting of
shareholders, and not by written consent, by the affirmative vote of at
least 66 2/3% of the outstanding voting shares which are not owned by the
interested shareholder.
(b) The restrictions contained in this Section shall not apply if:
(1) the corporation's original articles of | ||
| ||
(2) the corporation, by action of its board of | ||
| ||
(3) the corporation, by action of its shareholders, | ||
| ||
(4) the corporation does not have a class of voting | ||
| ||
(5) a shareholder becomes an interested shareholder | ||
| ||
(6) the business combination is proposed prior to the | ||
| ||
(7) The business combination is with an interested | ||
| ||
(c) As used in this Section 11.75 only, the term:
(1) "Affiliate" means a person that directly, or | ||
| ||
(2) "Associate" when used to indicate a relationship | ||
| ||
(3) "Business combination" when used in reference to | ||
| ||
(A) any merger or consolidation of the | ||
| ||
(B) any sale, lease, exchange, mortgage, pledge, | ||
| ||
(C) any transaction which results in the issuance | ||
| ||
(D) any transaction involving the corporation or | ||
| ||
(E) any receipt by the interested shareholder of | ||
| ||
(F) any receipt by the interested shareholder of | ||
| ||
(4) "Control", including the term "controlling", | ||
| ||
(5) "Corporation" means a domestic corporation that:
(A) has any equity securities registered under | ||
| ||
(B) either
(i) has its principal place of business or | ||
| ||
(ii) owns or controls assets located within | ||
| ||
(C) either
(i) has more than 10% of its shareholders | ||
| ||
(ii) has more than 10% of its shares owned by | ||
| ||
(iii) has 2,000 shareholders resident in | ||
| ||
The residence of a shareholder is presumed to be the | ||
| ||
(6) "Interested shareholder" means any person (other | ||
| ||
(7) "Person" means any individual, corporation, | ||
| ||
(7.5) "Shares" means, with respect to any | ||
| ||
(8) "Voting shares" means, with respect to any | ||
| ||
(9) "Owner" including the terms "own" and "owned" | ||
| ||
(A) beneficially owns such shares, directly or | ||
| ||
(B) has (i) the right to acquire such shares | ||
| ||
(C) has any agreement, arrangement or | ||
| ||
(d) No provision of a certificate of incorporation or by-law shall
require, for any vote of shareholders required by this Section a greater
vote of shareholders than that specified in this Section.
(e) The provisions of this Section 11.75 are severable and any provision
held invalid shall not affect or impair any of the remaining provisions of
this Section.
(Source: P.A. 93-59, eff. 7-1-03.)
|
(805 ILCS 5/Art. 12 heading) ARTICLE 12.
DISSOLUTION AND REMEDIES
|
(805 ILCS 5/12.05) (from Ch. 32, par. 12.05)
Sec. 12.05.
Voluntary dissolution by incorporators or by initial directors.
Dissolution of a corporation may be authorized either by a majority of incorporators
if initial directors were not named in the articles of incorporation or
have not been elected, or by a majority of the directors if initial directors
were named in the articles of incorporation or have been elected, provided that:
(a) None of the shares of the corporation have been issued.
(b) The amount, if any, actually paid in on the subscriptions to the shares
of the corporation, less any part thereof disbursed for necessary expenses,
has been returned to those entitled thereto.
(c) No debts of the corporation remain unpaid.
(d) Written notice of the election to dissolve the corporation has been
given to all incorporators or all directors, as the case may be, not less
than three days before the execution of articles of dissolution.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/12.10) (from Ch. 32, par. 12.10)
Sec. 12.10.
Voluntary dissolution by written consent of all shareholders.
Dissolution of a corporation may be authorized by the unanimous consent
in writing of the holders of all outstanding shares entitled to vote on dissolution.
Dissolution pursuant to this Section does not require any vote or action
of the directors of the corporation.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/12.15) (from Ch. 32, par. 12.15)
Sec. 12.15.
Voluntary dissolution by vote of shareholders.
Dissolution
of a corporation may be authorized by a vote of shareholders, in the following
manner:
(a) Either:
(1) The board of directors shall adopt a resolution, | ||
| ||
(2) Holders of not less than one-fifth of the votes | ||
| ||
(b) Written notice stating that the purpose, or one of the purposes, of
the shareholders' meeting is to consider the voluntary dissolution of
the corporation, shall be given to each shareholder whether or not entitled
to vote at such meeting within the time and in the manner provided in this
Act for the giving of notice of
meetings of shareholders. If such meeting be an annual meeting, such
purpose may be included in the notice of such annual meeting.
(c) At such meeting a vote of the shareholders entitled to vote
on dissolution shall be taken on the resolution to dissolve voluntarily the
corporation, which shall require for its adoption the affirmative votes of at least two-thirds of the votes of the
shares entitled
to vote on dissolution, unless any class of shares is entitled to vote
as a class in respect thereof, in which event the resolution shall
require for its adoption the affirmative votes of
at least
two-thirds of the votes of the shares of each class of
shares entitled to
vote as a class in respect thereof and of the votes of the total shares
entitled to vote on dissolution.
(d) The articles of incorporation of any corporation may supersede the
two thirds vote requirement of subsection (c) as to that corporation by
specifying any smaller or larger vote requirement not less than a majority
of the votes of the shares entitled to vote on dissolution
and not less than
a majority of the votes of the shares of any class entitled
to vote as a
class on dissolution.
(Source: P.A. 89-48, eff. 6-23-95.)
|
(805 ILCS 5/12.20) (from Ch. 32, par. 12.20)
Sec. 12.20.
Articles of dissolution.
(a) When a voluntary dissolution
has been authorized as provided by this Act, articles of dissolution shall
be executed and filed in duplicate in accordance with Section 1.10 of this
Act and shall set forth:
(1) The name of the corporation.
(2) The date dissolution was authorized.
(3) A post-office address to which may be mailed a | ||
| ||
(4) A statement of the aggregate number of issued | ||
| ||
(5) A statement of the amount of paid-in capital of | ||
| ||
(6) Such additional information as may be necessary | ||
| ||
(7) Where dissolution is authorized pursuant to | ||
| ||
(8) Where dissolution is authorized pursuant to | ||
| ||
(9) Where dissolution is authorized pursuant to | ||
| ||
(b) When the provisions of this Section have been complied with, the
Secretary of State shall file the articles of
dissolution.
(c) The dissolution is effective on the date of the filing of the
articles thereof by the Secretary of State.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/12.25) (from Ch. 32, par. 12.25)
Sec. 12.25.
Revocation of Dissolution.
(a) A corporation may revoke
its dissolution within 60 days of the effective date of
dissolution if the corporation
has not begun to distribute its assets or has not commenced a proceeding
for court-supervision of its winding up under Section 12.50.
(b) The corporation's board of directors, or its incorporators if shares
have not been issued and the initial directors have not been designated,
may revoke the dissolution without shareholder action.
(c) Within 60 days after the dissolution has been revoked
by the corporation, articles of revocation of dissolution
shall be executed and filed in duplicate in accordance with Section 1.10
of this Act and shall set forth:
(1) The name of the corporation.
(2) The effective date of the dissolution that was | ||
| ||
(3) A statement that the corporation has not begun to | ||
| ||
(4) The date the revocation of dissolution was | ||
| ||
(5) A statement that the corporation's board of | ||
| ||
(d) When the provisions of this Section have been complied with, the
Secretary of State shall file the articles of
revocation of dissolution.
Failure to file the revocation of dissolution as required in subsection
(c) hereof shall not be grounds for the Secretary of State to reject the
filing, but the corporation filing beyond the time period shall pay a
penalty as prescribed by this Act.
(e) The revocation of dissolution is effective on the date of filing thereof
by the Secretary of State and shall relate back
and take effect as of the date of
dissolution
and the corporation may resume carrying on business as if dissolution had
never occurred.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/12.30) (from Ch. 32, par. 12.30)
Sec. 12.30.
Effect of dissolution.
(a) Dissolution of a corporation
terminates its corporate existence and a dissolved corporation shall not
thereafter carry on any business except that necessary to wind up and liquidate
its business and affairs, including:
(1) Collecting its assets;
(2) Disposing of its assets that will not be distributed in kind to its shareholders;
(3) Giving notice in accordance with Section 12.75 and discharging or
making provision for discharging its liabilities;
(4) Distributing its remaining assets among its shareholders according
to their interests; and
(5) Doing such other acts as are necessary to wind up and liquidate its
business and affairs.
(b) After dissolution, a corporation may transfer good and merchantable
title to its assets as authorized by its board of directors or in accordance
with its by-laws.
(c) Dissolution of a corporation does not:
(1) Transfer title to the corporation's assets;
(2) Prevent transfer of its shares or securities, provided, however, the
authorization to dissolve may provide for closing the corporation's share
transfer books;
(3) Effect any change in the by-laws of the corporation or otherwise affect
the regulation of the affairs of the corporation except that all action shall
be directed to winding up the business and affairs of the corporation;
(4) Prevent suit by or against the corporation in its corporate name;
(5) Abate or suspend a criminal, civil or any other proceeding
pending by or against the corporation
on the effective date of dissolution.
(Source: P.A. 85-1344.)
|
(805 ILCS 5/12.35) (from Ch. 32, par. 12.35)
Sec. 12.35.
Grounds for administrative dissolution.
The Secretary
of State may dissolve any corporation administratively if:
(a) It has failed to file its annual report or final transition annual
report and pay its franchise tax as required by this Act before the first
day of the anniversary month or, in the case of a corporation which has
established an extended filing month, the extended filing month of the
corporation of the year in which such annual report becomes due and such
franchise tax becomes payable;
(b) it has failed to file in the office of the Secretary of State any
report after the expiration of the period prescribed in this Act for filing
such report;
(c) it has failed to pay any fees, franchise taxes, or charges prescribed
by this Act;
(d) it has misrepresented any material matter in any application,
report, affidavit, or other document filed by the corporation pursuant to this
Act;
(e) it has failed to appoint and maintain a registered agent in
this State;
(f) it has tendered payment to the Secretary of State which is returned
due to
insufficient funds, a closed account, or for any other reason, and acceptable
payment has
not been subsequently tendered;
(g) upon the failure of an officer or director to whom interrogatories have
been
propounded by the Secretary of State as provided in this Act, to answer the
same fully
and to file such answer in the office of the Secretary of State; or
(h) if the answer to such interrogatories discloses, or if the fact is
otherwise
ascertained, that the proportion of the sum of the paid-in capital of such
corporation
represented in this State is greater than the amount on which such corporation
has
theretofore paid fees and franchise taxes, and the deficiency therein is not
paid.
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
|
(805 ILCS 5/12.40) (from Ch. 32, par. 12.40)
Sec. 12.40. Procedure for administrative dissolution.
(a) After the
Secretary of State determines that one or more grounds exist under Section
12.35 for the administrative dissolution of a corporation, he or she shall
send by regular mail to each delinquent corporation a Notice of Delinquency
to its registered office, or, if the corporation has failed to maintain
a registered office, then to the president or other principal officer at
the last known office of said officer.
(b) If the corporation does not correct the default
described in paragraphs (a) through (e) of Section 12.35
within 90 days following
such notice, the Secretary of State shall thereupon dissolve the corporation
by issuing a certificate of dissolution that recites the ground or grounds
for dissolution and its effective date.
If the corporation does not correct the default described in paragraphs (f)
through (h) of
Section 12.35, within 30 days following such notice, the Secretary of State
shall
thereupon dissolve the corporation by issuing a certificate of dissolution as
herein
prescribed.
The Secretary of State shall file
the original of the certificate in his or her office and mail one copy to the
corporation at its registered office or,
if the corporation has failed to maintain a registered office, then to
the president or
other principal officer at the last known office of said officer.
(c) The administrative dissolution of a corporation terminates its corporate
existence and such a dissolved corporation shall not thereafter carry on
any business, provided however, that such a dissolved corporation may take
all action authorized under Section 12.75 or as otherwise necessary or appropriate to wind up and liquidate
its business and affairs under Section 12.30.
(Source: P.A. 98-776, eff. 1-1-15.)
|
(805 ILCS 5/12.43) Sec. 12.43. Administrative dissolution; corporate name. The Secretary of State shall not allow another corporation or limited liability company to use the name of a domestic corporation that has been administratively dissolved until 3 years have elapsed following the date of issuance of the
certificate of dissolution. If the domestic corporation that has been administratively dissolved is reinstated within 3 years after the date of issuance of the
certificate of dissolution, the domestic corporation shall continue under its previous name without impacting its continuous legal status, unless the corporation petitions to change its name upon reinstatement.
(Source: P.A. 100-486, eff. 1-1-18.) |
(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
Sec. 12.45. Reinstatement following administrative dissolution.
(a) A domestic corporation administratively dissolved under Section 12.40
may
be reinstated by the Secretary of State following the
date of issuance of the certificate of dissolution upon:
(1) The filing of an application for reinstatement.
(2) The filing with the Secretary of State by the | ||
| ||
(3) The payment to the Secretary of State by the | ||
| ||
(b) The application for reinstatement shall be executed and filed in
duplicate in accordance with Section 1.10 of this Act and shall set forth:
(1) The name of the corporation at the time of the | ||
| ||
(2) If such name is not available for use as | ||
| ||
(3) The date of the issuance of the certificate of | ||
| ||
(4) The address, including street and number, or | ||
| ||
(c) When a dissolved corporation has complied with the provisions of this Section
the Secretary of State shall file the application for reinstatement.
(d) Upon the filing of the application for reinstatement, the corporate
existence for all purposes shall be deemed to have continued without interruption from the
date of the issuance of the certificate of dissolution, and the corporation
shall stand revived with such powers, duties and obligations as if it had
not been dissolved; and all acts and proceedings of its shareholders, directors, officers, employees, and agents, acting or purporting to act in that capacity, and which would have
been legal and valid but for such dissolution, shall stand ratified and
confirmed.
(e) Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no shareholder, director, or officer shall be personally liable, under Section 8.65 of this Act or otherwise, for the debts and liabilities of the corporation incurred during the period of administrative dissolution by reason of the fact that the corporation was administratively dissolved at the time the debts or liabilities were incurred. (Source: P.A. 98-776, eff. 1-1-15.)
|
(805 ILCS 5/12.50) (from Ch. 32, par. 12.50)
Sec. 12.50. Grounds for judicial dissolution in actions by nonshareholders.
(a) A Circuit Court may dissolve a corporation:
(1) In an action by the Attorney General, if it is | ||
| ||
(i) The corporation filed its articles of | ||
| ||
(ii) The corporation has continued to exceed or | ||
| ||
(iii) Any interrogatory propounded by the | ||
| ||
(2) In an action by a creditor, if it is established | ||
| ||
(i) The creditor's claim has been reduced to | ||
| ||
(ii) The corporation has admitted in writing that | ||
| ||
(3) In an action by the corporation to dissolve under | ||
| ||
(b) As an alternative to dissolution, the court may order any of the other
remedies contained in subsection (b) of Section 12.55.
(Source: P.A. 96-66, eff. 1-1-10.)
|
(805 ILCS 5/12.55) (from Ch. 32, par. 12.55)
Sec. 12.55.
Shareholder remedies: public corporations.
(a) In an action by a shareholder of a corporation that has
shares listed on a national securities exchange or regularly
traded in a market maintained by one or more members of a
national or affiliated securities association, the Circuit Court
may order one or more of the remedies listed in subsection (b) if
it is established that:
(1) The directors are deadlocked, whether because of | ||
| ||
(2) The directors or those in control of the | ||
| ||
(3) The corporate assets are being misapplied or | ||
| ||
(b) In an action under subsection (a), the court may order
the following relief:
(1) The appointment of a custodian to manage the | ||
| ||
(2) The appointment of a provisional director to | ||
| ||
(3) The dissolution of the corporation.
(c) The court, at any time during the pendency of the action and
upon
the motion of the complaining shareholder, may order
the corporation to purchase the shares of the petitioning
shareholder at
a fair price determined by the court, with or without the assistance of
appraisers, and payable in cash or in installments and with or without such
security other than personal commitments of other shareholders as the court may
direct.
(d) Either the corporation or any shareholder or group of
shareholders
may, any time after the filing of an action for dissolution pursuant to
subdivision (b)(3), petition the court
to purchase the shares
of a complaining shareholder and, unless the court finds such procedure to
be inequitable, the court shall determine the fair value of the shares as
of such date as the court finds equitable. In so doing, the court shall
follow the procedures set forth for appraisal of shares under Section 11.70
and shall thereafter dismiss the action.
(e) Nothing in this Section limits the equitable powers of the court to
order other relief.
(Source: P.A. 89-169; eff. 7-19-95; 89-364, eff. 8-18-95; 89-626, eff.
8-9-96.)
|
(805 ILCS 5/12.56)
Sec. 12.56. Shareholder remedies: non-public corporations.
(a) In an action by a shareholder in a corporation that has
no shares listed on a national securities exchange or regularly
traded in a market maintained by one or more members of a
national or affiliated securities association, the Circuit Court
may order one or more of the remedies listed in subsection (b) if
it is established that:
(1) The directors are deadlocked, whether because of | ||
| ||
(2) The shareholders are deadlocked in voting power | ||
| ||
(3) The directors or those in control of the | ||
| ||
(4) The corporation assets are being misapplied or | ||
| ||
(b) The relief which the court may order in an action under
subsection (a) includes but is not limited to the following:
(1) The performance, prohibition, alteration, or | ||
| ||
(2) The cancellation or alteration of any provision | ||
| ||
(3) The removal from office of any director or | ||
| ||
(4) The appointment of any individual as a director | ||
| ||
(5) An accounting with respect to any matter in | ||
| ||
(6) The appointment of a custodian to manage the | ||
| ||
(7) The appointment of a provisional director to | ||
| ||
(8) The submission of the dispute to mediation or | ||
| ||
(9) The payment of dividends;
(10) The award of damages to any aggrieved party;
(11) The purchase by the corporation or one or more | ||
| ||
(12) The dissolution of the corporation if the court | ||
| ||
(c) The remedies set forth in subsection (b) shall not be
exclusive of other legal and equitable remedies which the court
may impose.
(d) In determining the appropriate relief to order pursuant
to this Section, the court may take into consideration the
reasonable expectations of the corporation's shareholders as they
existed at the time the corporation was formed and developed
during the course of the shareholders' relationship with the
corporation and with each other.
(e) If the court orders a share purchase,
it shall:
(i) Determine the fair value of the shares, with | ||
| ||
(ii) Consider any financial or legal constraints | ||
| ||
(iii) Specify the terms of the purchase, | ||
| ||
(iv) Require the seller to deliver all of his or | ||
| ||
(v) Retain jurisdiction to enforce the purchase | ||
| ||
For purposes of this subsection (e), "fair value", with respect to a petitioning shareholder's shares, means the proportionate interest of the shareholder in the corporation, without any discount for minority status or, absent extraordinary circumstances, lack of marketability.
The purchase ordered pursuant to this subsection (e) shall
be consummated within 20 days after the date the order becomes
final unless before that time the corporation files with the
court a notice of its intention to dissolve and articles of
dissolution are properly filed with the Secretary of State within
50 days after filing the notice with the court.
After the purchase order is entered and before the
purchase price is fully paid, any party may petition the court to
modify the terms of the purchase and the court may do so if it
finds that such changes are equitable.
Unless the purchase order is modified by the court, the
selling shareholder shall have no further rights as a shareholder
from the date the seller delivers all of his or her shares to the
purchaser or such other date specified by the court.
If the court orders shares to be purchased by one or
more other shareholders, in allocating the shares to be purchased
by the other shareholders, unless equity requires otherwise, the
court shall attempt to preserve the existing distribution of
voting rights and other designations, preferences,
qualifications, limitations, restrictions and special or relative
rights among the holders of the class or classes and may direct
that holders of a specific class or classes shall not participate
in the purchase.
(f) When the relief requested by the petition includes the purchase of the petitioner's shares, then at any time within 90 days after the filing of the
petition under this Section, or at such time determined by the
court to be equitable, the corporation or one or more
shareholders may elect to purchase all, but not less than all, of
the shares owned by the petitioning shareholder for their fair
value. An election pursuant to this Section shall state in
writing the amount which the electing party will pay for the
shares.
(1) The election shall be irrevocable unless the | ||
| ||
(2) If the election to purchase is filed by one or | ||
| ||
(3) The court in its discretion may allow the | ||
| ||
(4) After an election has been filed by the | ||
| ||
(5) If, within 30 days of the filing of the latest | ||
| ||
(6) If the parties are unable to reach an agreement | ||
| ||
(g) In any proceeding under this Section, the court shall
allow reasonable compensation to the custodian, provisional
director, appraiser, or other such person appointed by the court
for services rendered and reimbursement or direct payment of
reasonable costs and expenses, which amounts shall be paid by the
corporation.
(Source: P.A. 94-394, eff. 8-1-05; 94-889, eff. 1-1-07.)
|
(805 ILCS 5/12.60) (from Ch. 32, par. 12.60)
Sec. 12.60.
Practice in actions under Section 12.50, 12.55, and 12.56.
(a) The practice in actions under Sections 12.50, 12.55, and 12.56 shall be
the same as in other civil actions except as may be otherwise provided in
this Act. Every action under Section 12.50, 12.55, or 12.56 shall be commenced
in the circuit court of the county in which either the registered office or
principal office of the corporation is located. Summons shall issue and be
served as in other civil actions.
(b) In an action brought by the Attorney General under subsection (a)
of Section 12.50, if process is returned not found, the Attorney General
shall cause publication to be made as in other civil actions in a newspaper
of general circulation published in the county in which the action is filed.
The publication shall contain a notice of the pendency of such action, the
title of the court, the title of the case, and the date on or after which
default may be entered. The Attorney General may include in one notice
the names of any number of corporations against which actions are then pending
in the same court. The Attorney General shall cause a copy of such notice
to be mailed to the corporation at its registered office within 10 days
after the first publication thereof. The certificate of the Attorney General
of the mailing of such notice shall be prima facie evidence thereof. Such
notice shall be published at least once each week for two consecutive weeks
and the first publication thereof may begin at any time after summons has
been returned. Unless a corporation shall have been served with summons,
no default shall be taken against it
earlier than 30 days after the first publication of such notice.
(c) It is not necessary to make shareholders of the corporation named in
an action under Section 12.50, 12.55, or 12.56 parties to any such action or
proceeding unless relief is sought against them personally. The court, in its
discretion, may order that the shareholders be made parties.
(d) The circuit court in an action under Section 12.50, 12.55, or 12.56 may
issue injunctions, appoint an interim receiver with such powers and duties as
the court, from time to time, may direct, and take such other action as
is necessary or desirable to preserve the corporate assets and carry on
the business of the corporation until a full hearing can be had.
Sections 12.50, 12.55, and 12.56 shall not be construed as limiting the
equitable powers of the court in ordering interim or permanent relief.
(e) Upon ordering dissolution under Section 12.50, 12.55, or 12.56, and
after such notice as the court may direct to be given to all
parties to the proceeding and to any other parties in interest designated
by the court, the court may appoint a liquidating receiver or receivers
with authority to collect the assets of the corporation, including all amounts
owing to the corporation by shareholders on account of any unpaid portion
of the consideration for the issuance of shares. Such liquidating receiver
shall have authority, subject to order of court, to sell, convey, and dispose
of all or any part of the assets of the corporation, either at public or
private sale, and to make such other action as is necessary to wind up and
liquidate the corporation's business and affairs under Section 12.30 and to
notify known claimants under Section 12.75. The order appointing such
liquidating receiver shall state his or her powers and duties. Such powers and
duties may be increased or diminished at any time during the proceedings by the
court.
(f) A receiver of a corporation appointed under the provisions of this
Section shall have authority to sue and defend in all courts in his or her
own name as receiver of such corporation.
(g) A receiver shall in all cases be a resident of this State or a
corporation authorized to act as receiver, which corporation may be a domestic
corporation or a foreign corporation authorized to transact business in this
State, and shall give such bond as the court may direct with such sureties as
the court may require.
(h) During the pendency of the action, the court may redesignate a receiver
as a custodian, or a custodian as a receiver, if such would be to the general
advantage of the corporation, its shareholders and its creditors.
(i) The court shall allow reasonable compensation to the receiver or the
custodian for services rendered and reimbursement or direct payment of
reasonable expenses from the assets of the corporation or the proceeds of sale
of the assets.
(j) If the court finds that a party to any proceeding under Section 12.50,
12.55, or 12.56 acted arbitrarily, vexatiously, or otherwise not in good faith,
it may award one or more other parties their reasonable expenses, including
counsel fees and the expenses of appraisers or other experts, incurred in the
proceeding.
(Source: P.A. 89-169, eff. 7-19-95; 89-364, eff. 8-18-95.)
|
(805 ILCS 5/12.65) (from Ch. 32, par. 12.65)
Sec. 12.65. Order of dissolution.
(a) If, after a hearing, the court orders dissolution pursuant to Section
12.50, 12.55, or 12.56, it shall enter an order dissolving the corporation and
the clerk of the court shall deliver a certified copy of the order to the
Secretary of State, who shall file the order.
(b) After entering the order of dissolution, the court shall direct the
winding up and liquidation of the corporation's business and affairs in
accordance with Section 12.30 and the notification of its known claimants
in accordance with Section 12.75 and shall retain jurisdiction until the
same is complete.
(Source: P.A. 96-1121, eff. 1-1-11.)
|
(805 ILCS 5/12.70) (from Ch. 32, par. 12.70)
Sec. 12.70. Deposit of amount due certain shareholders. Upon the distribution of the assets of a corporation among its
shareholders, the distributive portion to which a shareholder would be
entitled who is unknown or cannot be found, or who is under disability and
there is no person legally competent to receive such distributive portion,
shall be presumed abandoned and reported and delivered to the State
Treasurer and become subject to the provision of the Revised Uniform
Unclaimed Property Act. In the event such distribution is
made other than in cash, such distributive portion of the assets shall be
reduced to cash before being so reported and delivered.
(Source: P.A. 100-22, eff. 1-1-18.)
|
(805 ILCS 5/12.75) (from Ch. 32, par. 12.75)
Sec. 12.75.
Known claims against dissolved corporation.
(a) A dissolved
corporation may bar any known claim against it, its directors, officers,
employees or agents, or its shareholders or their transferees, by following
the procedures set forth in subsections (b) and (c) of this Section.
A claimant that does not deliver its claim by the deadline established
pursuant to subsection (b) or that does not file suit by the deadline
established pursuant to subsection (c) shall have no further rights against
the dissolved corporation, its directors, officers, employees or agents, or
its shareholders or their transferees.
(b) Within 60 days from the effective date of dissolution, the dissolved
corporation shall send a notification to the claimant setting forth the
following information:
(1) The corporation has been dissolved and the effective date thereof.
(2) The mailing address to which the claimant must send its claim and
the essential information to be submitted with the claim.
(3) The deadline, not less than 120 days from the effective date of
dissolution, by which the dissolved corporation must receive the claim.
(4) A statement that the claim will be barred if not received by the deadline.
(c) If, after complying with the procedure in subsection (b), the
dissolved corporation rejects the claim in whole or in part, the dissolved
corporation shall notify the claimant of such rejection and shall also
notify the claimant that the claim shall be barred unless the claimant
files suit to enforce the claim within a deadline not less than 90 days
from the date of the rejection notice.
(d) For purposes of this Section, "claim" does not include any contingent
liability or a claim arising after the effective date of dissolution or a
claim arising from the failure of the corporation to pay any tax, penalty,
or interest related to any tax or penalty.
(e) This Section shall not apply to claims arising out of violations
of the criminal law.
(Source: P.A. 85-1344.)
|
(805 ILCS 5/12.80) (from Ch. 32, par. 12.80)
Sec. 12.80. Survival of remedy after dissolution. The dissolution
of a corporation either (1) by filing articles of dissolution in accordance
with Section 12.20 of this Act, (2) by the issuance of a
certificate of dissolution in accordance with Section 12.40 of this Act, (3) by
a judgment
of dissolution by a circuit court of this State, or (4) by
expiration of
its period of duration, shall not take away nor impair any civil remedy
available to or against such corporation, its directors, or shareholders,
for any right or claim existing, or any liability accrued or incurred, either prior to, at the time of, or after such
dissolution if action or other proceeding thereon is commenced within five
years after the date of such dissolution. Any such action or proceeding by
or against the corporation may be prosecuted or defended by the corporation
in its corporate name. This provision does not extend any applicable statute of limitations.
(Source: P.A. 98-776, eff. 1-1-15.)
|
(805 ILCS 5/12.85) (from Ch. 32, par. 12.85)
Sec. 12.85.
Criminal prosecution of dissolved corporation.
The
dissolution of a corporation either (1) by the issuance of a certificate of
dissolution by the Secretary of State, or (2) by a judgment of dissolution
by a circuit court of this State, or (3) by expiration of its period of
duration, shall not: (a) Prohibit the State from prosecuting said
corporation criminally by indictment, information or complaint filed
subsequent to its dissolution for any offenses committed prior to
dissolution; or (b) Abate or suspend a criminal proceeding which is pending
against the corporation on the effective date of dissolution.
(Source: P.A. 85-1344.)
|
(805 ILCS 5/Art. 13 heading) ARTICLE 13.
FOREIGN CORPORATIONS
|
(805 ILCS 5/13.05) (from Ch. 32, par. 13.05)
Sec. 13.05.
Admission of foreign corporation.
Except as provided in Article V of the Illinois Insurance Code, a foreign
corporation organized for profit, before it transacts business
in this State, shall procure authority so to do from the
Secretary of State. A foreign corporation
organized for profit,
upon
complying with the provisions of this Act, may secure from the Secretary
of State the authority to transact business in this
State, but
no foreign corporation shall be entitled to procure
authority under this Act to act as trustee, executor, administrator,
administrator to collect, or guardian, or in any other like
fiduciary capacity in this State or to transact in this State the business
of banking, insurance, suretyship, or a business of the character of a
building and loan corporation.
A foreign professional
service corporation may secure authority to transact
business
in this State from the Secretary of State upon complying with this Act and
demonstrating compliance with the Act regulating the professional service
to be rendered by the professional service corporation.
However, no foreign professional service corporation shall be granted authority unless it complies with the requirements of the
Professional Service Corporation Act concerning ownership and control by
specified licensed professionals. These professionals must be licensed in the
state of domicile or this State.
A foreign corporation
shall not be denied authority by reason of the fact that
the
laws of the state
under which such corporation is organized governing its organization and
internal affairs differ from the laws of this State, and nothing in this
Act contained shall be construed to authorize this State to regulate the
organization or the internal affairs of such corporation.
(Source: P.A. 91-593, eff. 8-14-99; 92-33, eff. 7-1-01.)
|
(805 ILCS 5/13.10) (from Ch. 32, par. 13.10)
Sec. 13.10.
Powers of foreign corporation.
No foreign corporation shall transact in this State any business which a
corporation organized under the laws of this State is not permitted to
transact. A foreign corporation which shall have received
authority to transact business under this Act shall, until a certificate of
revocation has been issued or an application for
withdrawal shall have been filed as provided in this Act, enjoy
the same,
but no greater, rights and privileges as a domestic corporation organized
for the purposes set forth in the application pursuant to which such authority
is granted; and, except as in
Section 13.05 otherwise
provided with respect to the organization and internal affairs of a foreign
corporation and except as elsewhere in this Act otherwise
provided, shall be subject to the same duties, restrictions, penalties, and
liabilities now or hereafter imposed upon a domestic corporation of like
character.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/13.15) (from Ch. 32, par. 13.15)
Sec. 13.15.
Application for authority.
(a) A foreign corporation, in order to procure authority
to
transact business in this State, shall execute and file in duplicate an
application therefor, in accordance with Section 1.10 of this Act, and shall
also file a copy of its articles of incorporation and all amendments thereto,
duly authenticated by the proper officer of the state or country wherein
it is incorporated. Such application shall set forth:
(1) The name of the corporation, with any additions | ||
| ||
(2) The date of its incorporation and the period of | ||
| ||
(3) The address, including street and number, or | ||
| ||
(4) The address, including street and number, if any, | ||
| ||
(5) (Blank.)
(6) The purpose or purposes for which it was | ||
| ||
(7) The names and respective addresses, including | ||
| ||
(8) A statement of the aggregate number of shares | ||
| ||
(9) A statement of the aggregate number of its issued | ||
| ||
(10) A statement of the amount of paid-in capital of | ||
| ||
(11) An estimate, expressed in dollars, of the value | ||
| ||
(12) In the case of telegraph, telephone, cable, | ||
| ||
(13) Such additional information as may be necessary | ||
| ||
(b) Such application shall be made on forms prescribed and furnished by the
Secretary of State.
(c) When the provisions of this Section have been complied with, the
Secretary
of State shall file the application for
authority.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/13.20) (from Ch. 32, par. 13.20)
Sec. 13.20.
Effect of authority.
Upon the filing of the application for
authority by the Secretary of
State, the corporation shall have the right to transact business in this
State for those purposes set forth in its application, subject, however, to
the right of this State to revoke such right to transact business in this
State as provided in this Act.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/13.25) (from Ch. 32, par. 13.25)
Sec. 13.25.
Change of name by foreign corporation.
Whenever a foreign corporation which is admitted to transact business in
this State shall change its name to one under which
authority to transact business in this State would not be granted to it on
application therefor, the authority of such corporation to transact
business in this State shall be suspended and it shall not thereafter
transact any business in this State until it has changed its name to a name
which is available to it under the laws of this State or until it has adopted
an assumed corporate name in accordance with Section 4.15 of this Act.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/13.30) (from Ch. 32, par. 13.30)
Sec. 13.30.
Amendment to articles of incorporation of foreign corporation.
Each foreign corporation authorized to transact business in this State,
whenever its articles of incorporation are amended, shall forthwith file in
the office of the Secretary of State a copy of such amendment duly
authenticated by the proper officer of the State or country under the laws
of which such corporation is organized; but the filing thereof shall not of
itself enlarge or alter the purpose or purposes which such corporation is
authorized to pursue in the transaction of business in this State, nor
authorize such corporation to transact business in this State under any
other name than the name set forth in its application for authority, nor
extend the duration of its corporate existence.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/13.35) (from Ch. 32, par. 13.35)
Sec. 13.35.
Merger of foreign corporation authorized to transact business in
this state.
Whenever a foreign corporation authorized to transact business in this
State shall be a party to a statutory merger permitted by the laws of the
state or country under which it is organized, and such corporation shall be
the surviving corporation, it shall forthwith file with the Secretary of
State a copy of the articles of merger duly authenticated by the proper
officer of the state or country under the laws of which such statutory
merger was effected; and it shall not be necessary for such corporation to
procure either new or amended authority to
transact
business in this State unless the name of such corporation or the duration
of its corporate existence be changed thereby or unless the corporation
desires to pursue in this State other or additional purposes than those
which it is then authorized to transact in this State.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/13.40) (from Ch. 32, par. 13.40)
Sec. 13.40.
Amended authority.
A foreign corporation authorized to transact business in this State
shall secure amended authority to do so in the
event it changes
its corporate name, changes the duration of its corporate existence, or
desires to pursue in this State other or additional purposes than those
set forth in its prior application for authority, by
making application therefor to the Secretary of State.
The application shall set forth:
(1) The name of the corporation, with any additions | ||
| ||
(2) The change to be effected.
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
|
(805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
Sec. 13.45. Withdrawal of foreign corporation. A foreign corporation
authorized to transact business in this State may withdraw from this State
upon filing with the Secretary of State an application for withdrawal. In
order to procure such withdrawal, the foreign corporation shall:
(a) execute and file in duplicate, in accordance with | ||
| ||
(1) that no proportion of its issued shares is, | ||
| ||
(2) that it surrenders its authority to transact | ||
| ||
(3) that it revokes the authority of its | ||
| ||
(4) a post-office address to which may be mailed | ||
| ||
(5) the name of the corporation and the state or | ||
| ||
(6) a statement of the aggregate number of issued | ||
| ||
(7) a statement of the amount of paid-in capital | ||
| ||
(8) such additional information as may be | ||
| ||
(b) if it has been dissolved, file a copy of the | ||
| ||
(c) if it has been the non-survivor of a statutory | ||
| ||
(d) if it has been converted into another entity, | ||
| ||
The application for withdrawal and the final report shall be made
on forms prescribed and furnished by the Secretary of State.
When the corporation has complied with
subsection (a) of this Section, the Secretary
of State shall file the application for
withdrawal and mail a copy of the application to the corporation or its
representative. If the provisions of
subsection (b) of this Section have been followed, the
Secretary of State shall file the copy of the articles of dissolution in his
or her office.
Upon the filing of the application for withdrawal or copy of the articles of
dissolution, the authority
of the corporation to transact business in this State shall cease.
(Source: P.A. 100-561, eff. 7-1-18.)
|
(805 ILCS 5/13.50) (from Ch. 32, par. 13.50)
Sec. 13.50. Grounds for revocation of authority. The authority of a foreign corporation to transact
business in this State may be revoked by the Secretary of State:
(a) Upon the failure of an officer or director to whom
interrogatories have been propounded by the Secretary of State as
provided in this Act, to answer the same fully and to file such answer
in the office of the Secretary of State.
(b) If the answer to such interrogatories discloses, or if the fact
is otherwise ascertained, that the proportion of the sum of the paid-in
capital of such corporation represented in this
State is greater than the amount on which such corporation has
theretofore paid fees and franchise taxes, and the deficiency therein is
not paid.
(c) If the corporation for a period of one year has transacted no
business and has had no tangible property in this State as revealed by
its annual reports.
(d) Upon the failure of the corporation to keep on
file in the office of the Secretary of State duly authenticated copies
of each amendment to its articles of incorporation.
(e) Upon the failure of the corporation to appoint
and maintain a registered agent in this State.
(f) (Blank).
(g) Upon the failure of the corporation to file any report
after the period prescribed by this Act for the filing of
such report.
(h) Upon the failure of the corporation to pay any
fees, franchise taxes, or charges prescribed by this Act.
(i) For misrepresentation of any material matter in any application,
report, affidavit, or other document filed by such corporation pursuant
to this Act.
(j) Upon the failure of the corporation to renew its assumed name or to
apply to change its assumed name pursuant to the provisions of this Act,
when the corporation can only transact business within this State under
its assumed name in accordance with the provisions of Section 4.05 of this Act.
(k) When under the provisions of the "Consumer Fraud and Deceptive Business
Practices Act" a court has found that the corporation substantially and
willfully violated such Act.
(l) Upon tender of payment to the Secretary of State which is subsequently
returned due to insufficient funds, a closed account, or any other reason, and
acceptable
payment has not been subsequently tendered.
(m) When the Secretary of State receives a copy of a memorandum of judgment relating to a judgment entered for money owed to a unit of local government or school district, together with a statement filed by its attorney that the judgment has not been satisfied and that no appeal has been filed.
(Source: P.A. 95-515, eff. 8-28-07; 96-1121, eff. 1-1-11.)
|
(805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
Sec. 13.55. Procedure for revocation of authority.
(a) After the Secretary of State determines that one or more grounds exist
under Section 13.50 for the revocation of authority of
a foreign corporation, he or she shall send by regular mail to each delinquent
corporation a Notice of Delinquency to its registered office, or, if the
corporation has failed to maintain a registered office, then to the president
or other principal officer at the last known office of said officer.
(b) If the corporation does not correct the default
described in paragraphs (c) through (k), and paragraph (m), of Section 13.50 within 90 days
following
such notice, the Secretary of State shall thereupon revoke the authority of the
corporation by issuing a certificate of revocation that
recites the grounds for revocation and its effective date.
If the corporation does not correct the default described in paragraph (a),
(b), or (l) of
Section 13.50, within 30 days following such notice, the Secretary of State
shall
thereupon revoke the authority of the corporation by issuing a certificate of
revocation as
herein prescribed.
The Secretary
of State shall file the original of the certificate in his or her office and
mail one copy to the corporation at its registered office
or, if the corporation has failed to maintain a registered office, then to
the president or
other principal officer at the last known office of said officer.
(c) Upon the issuance of the certificate of revocation, the authority
of the corporation to transact business in this State shall cease and such
revoked corporation shall not thereafter carry on any business in this State.
(Source: P.A. 95-515, eff. 8-28-07; 96-1121, eff. 1-1-11.)
|
(805 ILCS 5/13.60) (from Ch. 32, par. 13.60)
Sec. 13.60. Reinstatement following revocation.
(a) A foreign corporation
revoked under Section 13.55 may be reinstated by the Secretary of State
following the date of issuance of the certificate of
revocation upon:
(1) The filing of an application for reinstatement.
(2) The filing with the Secretary of State by the | ||
| ||
(3) The payment to the Secretary of State by the | ||
| ||
(b) The application for reinstatement shall be executed and filed in
duplicate
in accordance with Section 1.10 of this Act and shall set forth:
(1) The name of the corporation at the time of the | ||
| ||
(2) If such name is not available for use as | ||
| ||
(3) The date of the issuance of the certificate of | ||
| ||
(4) The address, including street and number, or | ||
| ||
(c) When a revoked corporation has complied with the provisions of this
Section, the Secretary of State shall file the application for reinstatement.
(d) Upon the filing of the application for reinstatement, the authority
of the corporation to transact business in this State shall be deemed to
have continued without interruption from the date of the issuance of the
certificate of revocation, and the corporation shall stand revived as if
its authority had not been revoked; and all acts and proceedings
of its officers, directors and shareholders, acting or purporting to act
as such, which would have been legal and valid but for such revocation,
shall stand ratified and confirmed.
(Source: P.A. 94-605, eff. 1-1-06.)
|
(805 ILCS 5/13.65) (from Ch. 32, par. 13.65)
Sec. 13.65.
Application to corporations heretofore qualified to transact
business in
this state.
Foreign corporations which have been duly authorized to transact
business in this State at the time this Act takes effect, for a purpose or
purposes for which a corporation might secure such authority under this
Act, shall, subject to the limitations set forth in their respective
certificates of authority, be entitled to all the rights and privileges
applicable to foreign corporations procuring authority to transact business
in this State under this Act, and from the time this Act takes effect such
corporation shall be subject to all the limitations, restrictions,
liabilities, and duties prescribed herein for foreign corporations
procuring under this Act authority to transact business in this State.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
Sec. 13.70. Transacting business without authority.
(a) No foreign corporation transacting business in this State without
authority to do so is permitted to maintain a civil
action in any
court of this State, until the corporation obtains that
authority. Nor shall a civil action be maintained in any court of this
State by any successor or assignee of the corporation on any right, claim
or demand arising out of the transaction of business by the corporation in
this State, until authority to transact business in this
State is obtained by the
corporation or by a corporation that has acquired all or substantially all
of its assets.
(b) The failure of a foreign corporation to obtain
authority to transact business in this State does not impair the validity
of any contract or act of the corporation, and does not prevent the
corporation from defending any action in any court of this State.
(c) A foreign corporation that transacts business in this State without authority is liable to this State, for the years or parts
thereof during which it transacted business in this State without authority, in an amount equal to all fees, franchise taxes,
penalties and other charges that would have been imposed by this Act upon
the corporation had it duly applied for and received
authority to transact business in this State as required by this Act, but
failed to pay the franchise taxes that would have been computed thereon,
and thereafter filed all reports required by this Act; and, if a
corporation fails to file an application for
authority within 60 days
after it commences business in this State, in addition
thereto it is liable for a penalty of either 10% of the filing fee,
license fee and franchise taxes or $200 plus $5.00 for each month or
fraction thereof in which it has continued to transact business in this
State without authority therefor, whichever penalty is
greater. The Attorney General shall bring proceedings to recover all
amounts due this State under this Section.
(d) The Attorney General shall bring an action to restrain a foreign corporation from transacting business in this State, if the authority of the foreign corporation to transact business has been revoked under subsection (m) of Section 13.50 of this Act.
(Source: P.A. 95-515, eff. 8-28-07.)
|
(805 ILCS 5/13.75)
Sec. 13.75.
Activities that do not constitute transacting business.
Without excluding other activities that may not constitute doing business in
this State, a foreign corporation shall not be considered to be transacting
business in this State, for purposes of this Article 13, by reason of carrying
on in this State any one or more of the following activities:
(1) maintaining, defending, or settling any | ||
| ||
(2) holding meetings of the board of directors or | ||
| ||
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, | ||
| ||
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail | ||
| ||
(7) (blank);
(8) (blank);
(9) owning, without more, real or personal property;
(10) conducting an isolated transaction that is | ||
| ||
(11) having a corporate officer or director who is a | ||
| ||
(Source: P.A. 93-59, eff. 7-1-03.)
|
(805 ILCS 5/Art. 14 heading) ARTICLE 14.
REPORTS
|
(805 ILCS 5/14.01) (from Ch. 32, par. 14.01)
Sec. 14.01.
Statement of election to establish an extended filing
month.
(a) Each domestic corporation and each foreign corporation authorized
to transact business in this State, having reported on its last annual
report, or articles of incorporation in the case of a domestic corporation,
or application for certificate of authority in the case of a foreign
corporation, an amount less than 100% of its paid-in capital represented in
Illinois, may make an irrevocable, one time election to establish an
extended filing month for the purpose of filing annual reports for all
subsequent taxable years by filing pursuant to Section 1.10 within the time
prescribed by subsection (c) of this Section, a statement setting forth:
(1) The name of the corporation.
(2) The file number of the corporation as assigned by | ||
| ||
(3) The state or country under whose laws it was | ||
| ||
(4) The date of the fiscal year end immediately | ||
| ||
(5) The extended filing month, which month may be any | ||
| ||
Notwithstanding the foregoing, a corporation whose | ||
| ||
(b) The statement of election shall be accompanied by an interim annual
report which shall set forth, as of the date of filing of the statement,
all of the information required pursuant to Section 14.05 of this Act to be
included in the annual report except that the information required by
subparagraph (h) of Section 14.05 shall be the amounts represented in this
State as disclosed by the preceding annual report or if no annual report is
on file, from information contained in the articles of incorporation of a
domestic corporation or the application for certificate of authority in the
case of a foreign corporation.
(c) The statement of election and interim annual report referred to in
this Section, together with all fees, taxes and charges as prescribed by
this Act and prorated in accordance with Section 15.45 or 15.75, shall be
delivered to the Secretary of State within 60 days immediately preceding
the first day of the anniversary month of the corporation in 1991 or any
subsequent year. Proof to the satisfaction of the Secretary of State that
prior to the first day of the anniversary month of the corporation such
statement of election and interim annual report together with all fees,
taxes and charges as prescribed by this Act, were deposited in the United
States mail in a sealed envelope, properly addressed, with postage prepaid,
shall be deemed a compliance with this requirement. If the Secretary of
State finds that such statement and reports conform to the requirements of
this Act, he or she shall file the same. If he or she finds that they do
not so conform, he or she shall promptly return the same to the corporation
for any necessary corrections, in which event the penalties hereinafter
prescribed for failure to file such report within the time hereinabove
provided shall not apply if such statement, if applicable, and report are
corrected to conform to the requirements of this Act and returned to the
Secretary of State within 30 days of the date the report was returned for
corrections.
(d) Subsequent to the filing of the statement of election and the
interim annual report, the corporation shall file within 60 days prior to the
extended filing month a final transition annual report reflecting the factual
information required by Section 14.05, and must pay the appropriate fees
and franchise taxes due, if any, or set forth the amount of any overpayment
to be credited against any other taxes applicable under this Act which may
thereafter be payable, in each case based on any difference which may exist
between its interim annual report and its final transition annual report.
Compliance with this Section establishes a new reporting period for
documents required under Article 14 of this Act.
(Source: P.A. 86-985.)
|
(805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
Sec. 14.05. Annual report of domestic or foreign corporation. Each domestic corporation organized under any general law or
special act of this State authorizing the corporation to issue shares,
other than homestead associations, building and loan associations, banks
and insurance companies (which includes a syndicate or limited syndicate
regulated under Article V 1/2 of the Illinois Insurance Code or member of a
group of underwriters regulated under Article V of that Code), and each
foreign corporation (except members of a group of underwriters regulated
under Article V of the Illinois Insurance Code) authorized to transact
business in this State, shall file, within the time prescribed by this
Act, an annual report setting forth:
(a) The name of the corporation.
(b) The address, including street and number, or | ||
| ||
(c) The address, including street and number, or | ||
| ||
(d) The names and respective addresses, including | ||
| ||
(e) A statement of the aggregate number of shares | ||
| ||
(f) A statement of the aggregate number of issued | ||
| ||
(g) A statement, expressed in dollars, of the amount | ||
| ||
(h) Either a statement that (1) all the property of | ||
| ||
(i) A statement, including the basis therefor, of | ||
| ||
(j) Additional information as may be necessary or | ||
| ||
(k) A statement of whether the corporation or foreign | ||
| ||
(l) For those corporations subject to Section 8.12, a | ||
| ||
(m) For those corporations required to file an | ||
| ||
The annual report shall be made on forms prescribed and furnished by
the Secretary of State, and the information therein required by paragraphs
(a) through (d), both inclusive, of this Section, shall be given as of the date
of the execution of the annual report and the information therein required
by paragraphs (e), (f), and (g) of this Section shall be given as of the
last day of the third month preceding the anniversary month, except that
the information required by paragraphs (e), (f), and (g) shall, in the case
of a corporation which has established an extended filing month, be given
in its final transition annual report and each subsequent annual report as
of the close of its fiscal year on or immediately preceding the last day of the third month prior to its extended filing
month. The information required by paragraph (m) shall be included in the corporation's annual report filed on and after January 1, 2023. It shall be executed by the corporation by its president, a
vice-president, secretary, assistant secretary, treasurer or other officer
duly authorized by the board of directors of the corporation to execute
those reports, and verified by him or her, or, if the corporation is in the
hands of a receiver or trustee, it shall be executed on behalf of the
corporation and verified by the receiver or trustee.
(Source: P.A. 100-391, eff. 8-25-17; 100-486, eff. 1-1-18; 100-863, eff. 8-14-18; 101-589, eff. 8-27-19; 101-656, eff. 3-23-21.)
|
(805 ILCS 5/14.10) (from Ch. 32, par. 14.10)
Sec. 14.10.
Filing of annual report of domestic or foreign corporation.
Such annual report together with all fees, taxes and charges as prescribed
by this Act, shall be delivered to the Secretary of State within 60 days
immediately preceding the first day of the anniversary month or, in the
case of a corporation which has established an extended filing month, the
extended filing month of the corporation each year. Proof to the
satisfaction of the Secretary of State that prior to the first day of the
anniversary month or the extended filing month of the corporation such
report together with all fees, taxes and charges as prescribed by this Act,
was deposited in the United States mail in a sealed envelope, properly
addressed, with postage prepaid, shall be deemed a compliance with this
requirement. If the Secretary of State finds that such report conforms to
the requirements of this Act, he or she shall file the same. If he or she
finds that it does not so conform, he or she shall promptly return the same
to the corporation for any necessary corrections, in which event the
penalties hereinafter prescribed for failure to file such report within the
time hereinabove provided shall not apply, if such report is corrected to
conform to the requirements of this Act and returned to the Secretary of
State within 30 days of the date the report was returned for corrections.
(Source: P.A. 86-985.)
|
(805 ILCS 5/14.13) Sec. 14.13. Report of interim changes of domestic or foreign corporations. Any corporation, domestic or foreign, may report interim changes in the name, address, or both of its officers and directors, its principal office, or its minority-owned business status by filing a report under this Section containing the following information: (1) The name of the corporation. (2) The address, including street and number, or | ||
| ||
(3) The address, including street and number, or | ||
| ||
(4) The names and respective addresses, including | ||
| ||
A statement, including the basis therefor, of
status as a minority-owned business or as a women-owned business as those terms are defined in the Business Enterprise for Minorities, Women, and Persons with Disabilities Act. The interim report of changes shall be made on forms prescribed and furnished by the Secretary of State and shall be executed by the corporation by its president, a vice-president, secretary, assistant secretary, treasurer, or other officer duly authorized by the board of directors of the corporation to execute those reports, and verified by him or her, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation and verified by the receiver or trustee.
(Source: P.A. 102-282, eff. 1-1-22.) |
(805 ILCS 5/14.15) (from Ch. 32, par. 14.15)
Sec. 14.15.
First report of issuance of shares.
The articles of
incorporation of each domestic corporation shall be deemed to be the first
report of the issuance of shares of such corporation. For the purpose of
determining the initial franchise tax of such corporation, and for the
purpose of determining the annual franchise tax thereafter until the basis
therefor is changed in a manner provided in this Act, but for no other
purpose, the shares which the articles of incorporation state the
corporation proposes to issue without further report to the Secretary of
State shall be deemed to be issued at the date of the filing of such
articles of incorporation. For such purposes, but for no other purpose, the
consideration which the articles of incorporation state is to be received
by the corporation therefor shall be deemed to have been received by the
corporation for such shares.
(Source: P.A. 86-985.)
|
(805 ILCS 5/14.20) (from Ch. 32, par. 14.20)
Sec. 14.20.
Reports of issuance of shares and increases in paid-in capital.
(a) Each domestic corporation, and each foreign corporation authorized to
transact business in this State, after: the issuance of any share not
previously reported to the Secretary of State as having been issued; an
increase in the amount of its paid-in capital without the issuance of
shares; an exchange or reclassification of its shares resulting in an
increase in the amount of its paid-in capital; or the issuance of any
shares of the acquiring corporation in a share exchange, shall execute and
file in accordance with Section 1.10 of this Act, a report setting forth:
(1) The name of the corporation and the state or | ||
| ||
(2) A statement of the aggregate number of shares | ||
| ||
(3) A statement of the aggregate number of issued | ||
| ||
(4) A statement, expressed in dollars, of the amount | ||
| ||
(5) A statement of the aggregate number of shares | ||
| ||
(6) A statement, expressed in dollars, of the amount | ||
| ||
(7) In case of an exchange or reclassification of | ||
| ||
(8) If the consideration received for the issuance of | ||
| ||
(9) A statement of the aggregate number of issued | ||
| ||
(10) A statement, expressed in dollars, of the amount | ||
| ||
(b) In the case of issuances of shares or increases in paid-in capital that
occur either prior to January 1, 1991 or on or prior to the last
day of the third month immediately preceding the corporation's anniversary
month in 1991, the report shall be filed within 60 days after
the
issuance or increase. In the case of issuances of shares or increases
that occur
after both December 31, 1990 and the last day of such third month,
the issuances or increases shall
be reported under Section 14.30 at the time required by that Section.
(c) No additional license fees or franchise taxes shall be payable upon
the filing of the report to the extent that license fees or franchise
taxes shall have been previously paid by the corporation in respect of
shares previously issued which are being exchanged for the shares the
issuance of which is being reported, provided those facts are shown in the
report.
(d) The report shall be made on forms prescribed and furnished by the
Secretary of State.
(Source: P.A. 86-985; 86-1217.)
|
(805 ILCS 5/14.25) (from Ch. 32, par. 14.25)
Sec. 14.25.
Report following merger or cancellation of shares/reduction
in paid-in capital.
(a) Each domestic corporation and each foreign corporation authorized
to transact business in this State that is a party to a statutory merger
and is the surviving corporation, or that effects the cancellation of
its shares, or that effects a reduction in its paid-in capital in
connection with the cancellation of its shares, as permitted by this Act,
and does not report that event to the Secretary of State by any other
report required by this Act to be filed; and each domestic corporation
that is the new corporation in a consolidation, shall execute and file, in
accordance with Section 1.10 of this Act, a report setting forth:
(1) The name of the corporation and the state or | ||
| ||
(2) A statement of the event.
(3) A statement of the aggregate number of issued | ||
| ||
(4) A statement of the aggregate number of issued | ||
| ||
(5) A statement, expressed in dollars, of the amount | ||
| ||
(6) A statement, expressed in dollars, of the amount | ||
| ||
(7) In case of a statutory merger, an estimate, | ||
| ||
(b) In the case of a statutory merger, consolidation, cancellation of
shares, or reduction in paid-in capital that occurs either prior to January
1, 1991 or on or prior to the last day of the third month immediately
preceding the corporation's anniversary month in 1991, the report shall be
filed within 60 days after that event. In the case of a cancellation of
shares or reduction in paid-in capital that occurs after both December 31,
1990 and the last day of the third month immediately preceding the
corporation's anniversary month in 1991, the event shall be reported under
Section 14.30 at the time required by that Section and not under this
Section In the case of a statutory merger or consolidation that occurs
after both December 31, 1990 and the last day of the third month
immediately preceding the corporation's anniversary month in 1991, the
event shall be reported under Section 14.35 at the time required by that
Section and not under this Section.
(c) The report shall be made on forms prescribed and furnished by the
Secretary of State.
(d) Until the report shall have been filed in the office of the
Secretary of State, the basis of the annual franchise tax payable by the
corporation shall not be reduced; provided, however, in no event shall the
annual franchise tax for any taxable year be reduced if the report is not
filed prior to the first day of the anniversary month
or the extended filing month of the corporation of that
taxable year and before payment of its annual franchise tax.
(Source: P.A. 86-985; 86-1217.)
|
(805 ILCS 5/14.30) (from Ch. 32, par. 14.30)
Sec. 14.30. Cumulative report of changes in issued shares or paid-in
capital.
(a) Each domestic corporation and each foreign corporation
authorized to transact business in this State that effects any change in
the number of issued shares or the amount of paid-in capital prior to January 1, 2024 that has
not theretofore been reported in any report other than an annual report,
interim annual report, or final transition annual report, shall execute and
file, in accordance with Section 1.10 of this Act, a report with respect to
the changes in its issued shares or paid-in capital:
(1) that have occurred subsequent to the last day of | ||
| ||
(2) in the case of a corporation that has established | ||
| ||
(3) in the case of a statutory merger or | ||
| ||
(4) in the case of a statutory merger or | ||
| ||
(b) The corporation shall file the report required under subsection
(a) not later than (i) the time its annual report is required to be filed in
1992 and in each subsequent year and (ii) not later than the time of filing
the articles of merger, consolidation, or amendment to the articles of
incorporation that affects the number of issued shares or the amount of paid-in
capital of a domestic corporation or the certified copy of
merger
of a foreign corporation.
(c) The report shall net decreases against increases that occur during
the same taxable period. The report shall set forth:
(1) The name of the corporation and the state or | ||
| ||
(2) A statement of the aggregate number of shares | ||
| ||
(3) A statement of the aggregate number of issued | ||
| ||
(4) A statement, expressed in dollars, of the amount | ||
| ||
(5) A statement, if applicable, of the aggregate | ||
| ||
(6) A statement, if applicable, expressed in dollars, | ||
| ||
(7) In case of an exchange or reclassification of | ||
| ||
(8) If the consideration received for the issuance of | ||
| ||
(9) In the case of a cancellation of shares or a | ||
| ||
(10) A statement of the aggregate number of issued | ||
| ||
(11) A statement, expressed in dollars, of the amount | ||
| ||
(d) No additional license fees or franchise taxes shall be payable
upon the filing of the report to the extent that license fees or franchise
taxes shall have been previously paid by the corporation in respect of
shares previously issued which are being exchanged for the shares the
issuance of which is being reported, provided those facts are shown in
the report.
(e) The report shall be made on forms prescribed and furnished by the
Secretary of State.
(f) Until the report under this Section or a report under Section 14.25
shall have been filed in the Office of the Secretary of State showing a
reduction in paid-in capital, the basis of the annual franchise tax payable
by the corporation shall not be reduced, provided, however, in no event
shall the annual franchise tax for any taxable year be reduced if the
report is not filed prior to the first day of the anniversary month or, in
the case of a corporation which has established an extended filing month,
the extended filing month of the corporation of that taxable year and
before payment of its annual franchise tax.
(Source: P.A. 101-9, eff. 6-5-19.)
|
(805 ILCS 5/14.35) (from Ch. 32, par. 14.35)
Sec. 14.35.
Report following merger or consolidation.
(a) Whenever a domestic corporation or a foreign corporation authorized
to transact business in this State is the surviving corporation in a
statutory merger or whenever a domestic corporation is the new corporation
in a consolidation, it shall, within 60 days after the effective date of
the event, if the effective date occurs after both December 31, 1990 and
the last day of the third month immediately preceding its anniversary month
in 1991, execute and file in accordance with Section 1.10 of this Act, a
report setting forth:
(1) The name of the corporation and the state or | ||
| ||
(2) A description of the merger or consolidation.
(3) A statement itemized by classes and series, if | ||
| ||
(4) A statement itemized by classes and series, if | ||
| ||
(5) A statement, expressed in dollars, of the amount | ||
| ||
(6) A statement, expressed in dollars, of the amount | ||
| ||
(7) Additional information concerning each of the | ||
| ||
(b) The report shall be made on forms prescribed and furnished by the
Secretary of State.
(Source: P.A. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)
|
(805 ILCS 5/14.40) (Section scheduled to be repealed on July 1, 2028) Sec. 14.40. State contractors reporting. (a) Except as provided in subsection (b), by June 1, 2024, and each June 1 thereafter, a corporation that has contracts with this State shall provide to the Commission on Equity and Inclusion a list of its professional services suppliers by category, including, but not limited to, legal services, accounting services, media placement, technology services, asset management, and consulting services. The list shall include the percentage of owners and employees in each category that are women or minority persons. The list required under this subsection (a) shall provide the required information for each of the classes of minority persons identified in Section 2 of the Business Enterprise for Minorities, Women, and Persons with Disabilities Act. (b) Corporations that submit annual supplier diversity reports to the Illinois Commerce Commission in accordance with Section 8h of the Business Enterprise for Minorities, Women, and Persons with Disabilities Act are exempt from the requirements of this Section. (c) This Section is repealed on July 1, 2028.
(Source: P.A. 103-570, eff. 1-1-24.) |
(805 ILCS 5/Art. 15 heading) ARTICLE 15.
FEES, FRANCHISE TAXES AND CHARGES
|
(805 ILCS 5/15.05) (from Ch. 32, par. 15.05)
Sec. 15.05.
Fees,
franchise taxes, and charges to be collected by Secretary of State.
The Secretary of State shall charge and collect in accordance with the
provisions of this Act:
(a) Fees for filing documents.
(b) License fees.
(c) Franchise taxes.
(d) Miscellaneous charges.
(e) Fees for filing annual reports.
(Source: P.A. 93-59, eff. 7-1-03.)
|
(805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
Sec. 15.10. Fees for filing documents. The Secretary of State shall charge and collect for:
(a) Filing articles of incorporation, $150.
(b) Filing articles of amendment, $50, unless the | ||
| ||
(c) Filing articles of merger or consolidation, $100, | ||
| ||
(d) Filing articles of share exchange, $100.
(e) Filing articles of dissolution, $5.
(f) Filing application to reserve a corporate name, | ||
| ||
(g) Filing a notice of transfer of a reserved | ||
| ||
(h) Filing statement of change of address of | ||
| ||
(i) Filing statement of the establishment of a series | ||
| ||
(j) Filing an application of a foreign corporation | ||
| ||
(k) Filing an application of a foreign corporation | ||
| ||
(l) Filing a copy of amendment to the articles of | ||
| ||
(m) Filing a copy of articles of merger of a foreign | ||
| ||
(n) Filing an application for withdrawal and final | ||
| ||
(o) Filing an annual report, interim annual report, | ||
| ||
(p) Filing an application for reinstatement of a | ||
| ||
(q) Filing an application for use of an assumed | ||
| ||
(r) To change an assumed corporate name for the | ||
| ||
(s) Filing an application for cancellation of an | ||
| ||
(t) Filing an application to register the corporate | ||
| ||
(u) Filing an application for cancellation of a | ||
| ||
(v) Filing a statement of correction, $50.
(w) Filing a petition for refund or adjustment, $5.
(x) Filing a statement of election of an extended | ||
| ||
(y) Filing a report of interim changes, $50. (z) Filing any other statement or report, $5.
(Source: P.A. 102-282, eff. 1-1-22.)
|
(805 ILCS 5/15.12)
Sec. 15.12.
Disposition of fees.
Of the total money collected for the
filing of an annual report under this Act, $15 of the filing fee
shall be paid
into the Secretary of State Special Services Fund. The remaining $60 shall be
deposited into the General Revenue Fund in the State Treasury.
(Source: P.A. 93-32, eff. 12-1-03.)
|
(805 ILCS 5/15.15) (from Ch. 32, par. 15.15)
Sec. 15.15.
Miscellaneous charges.
The Secretary of State shall charge and
collect;
(a) For furnishing a copy or certified copy of any document, instrument, or
paper relating to a corporation, or for a certificate, $25.
(b) At the time of any service of process, notice or demand on him or her
as resident agent of a corporation, $10, which amount may be recovered as
taxable costs by the party to the suit or action causing such service to
be made if such party prevails in the suit or action.
(Source: P.A. 93-32, eff. 12-1-03.)
|
(805 ILCS 5/15.20) (from Ch. 32, par. 15.20)
Sec. 15.20.
License fees payable by domestic corporations.
For the privilege of exercising its franchises in this State, the
Secretary of State shall charge and collect from each domestic corporation
the following license fees, computed on the basis and at the rates
prescribed in this Act:
(a) Except as otherwise provided in paragraph (c) of this Section,
an additional license fee at the time of filing (1) a report of the
issuance of additional shares, or (2) a report of an increase in paid-in
capital without the issuance of shares, or (3) an amendment to the articles
of incorporation or a report of cumulative changes in paid-in capital or of
an exchange or reclassification of shares, whenever any amendment or
report discloses an increase in its paid-in capital over the amount thereof
last reported in any document, other than an annual report, interim annual
report, or final transition annual report, required by this Act to be filed
in the office of the Secretary of State.
(b) Except as otherwise provided in paragraph (c) of this Section,
an additional license fee at the time of filing a report of paid-in
capital following a merger or consolidation that discloses that the paid-in
capital of the surviving or new corporation immediately after the merger or
consolidation is greater than the sum of the paid-in capital of all of the
merged or consolidated corporations as last reported by them in any
documents, other than annual reports, required by this Act to be filed in
the office of the Secretary of State.
(c) The additional license fees referred to in paragraphs (a) and (b)
of this Section shall not be payable with respect to issuances of shares or
increases in paid-in capital that occur subsequent to both December
31, 1990 and the last day of the third month immediately preceding the
anniversary month of a corporation in 1991.
(Source: P.A. 86-985; 86-1217.)
|
(805 ILCS 5/15.25) (from Ch. 32, par. 15.25)
Sec. 15.25.
Basis of computation of license fees payable by domestic
corporations.
(a) Except as otherwise provided in subsection (c) of this Section,
the basis for each additional license fee payable by a domestic
corporation, except in the case of a statutory merger or consolidation,
shall be the amount, expressed in dollars, of the increase
in
its paid-in capital over the amount thereof last
reported in any document, other than an annual report, required by this
Act to be filed in the office of the Secretary of State.
(b) Except as otherwise provided in subsection (c) of this Section,
the basis for an additional license fee payable by the surviving or
new corporation, in case of a statutory merger or consolidation of
domestic corporations shall be the amount, expressed in dollars, of the
increase in the paid-in capital of the surviving or new corporation
immediately after the merger or consolidation over the sum of the paid-in
capital of all of the merged or consolidated corporations, as last reported
by them in any document, other than annual reports, required by this Act to
be filed in the office of the Secretary of State.
(c) The additional license fees referred to in subsections (a) and (b)
of this Section shall not be payable with respect to issuances of shares or
increases in paid-in capital that occur subsequent to both December 31,
1990 and the last day of the third month immediately preceding the
anniversary month of the corporation in 1991.
(d) No basis under this Section may consist of any redeemable preference
shares sold to the United States Secretary of Transportation under Sections
505 and 506 of Public Law 94-210.
(Source: P.A. 86-985; 86-1217.)
|
(805 ILCS 5/15.30) (from Ch. 32, par. 15.30)
Sec. 15.30.
Rate of license fees payable by domestic corporations.
The
license fees payable by each domestic corporation shall be computed at the
rate of one-twentieth of one per cent of the basis prescribed in this Act
for the computation thereof.
(Source: P.A. 86-985.)
|
(805 ILCS 5/15.35) (from Ch. 32, par. 15.35) (Text of Section from P.A. 102-16, 103-8, and 103-592) Sec. 15.35. Franchise taxes payable by domestic corporations. For the privilege of exercising its franchises in this State, each domestic corporation shall pay to the Secretary of State the following franchise taxes, computed on the basis, at the rates and for the periods prescribed in this Act: (a) An initial franchise tax at the time of filing | ||
| ||
(b) An additional franchise tax at the time of filing | ||
| ||
(c) An additional franchise tax at the time of filing | ||
| ||
(d) An annual franchise tax payable each year with | ||
| ||
On or after January 1, 2020 and prior to January 1, 2021, the first $30 in liability is exempt from the tax imposed under this Section. On or after January 1, 2021, and prior to January 1, 2024, the first $1,000 in liability is exempt from the tax imposed under this Section. On or after January 1, 2024, and before January 1, 2025, the first $5,000 in liability is exempt from the tax imposed under this Section. On and after January 1, 2025, the first $10,000 in liability is exempt from the tax imposed under this Section. (Source: P.A. 102-16, eff. 6-17-21; 103-8, eff. 6-7-23; 103-592, eff. 6-7-24.) (Text of Section from P.A. 102-282, 102-558, 103-8, and 103-592) Sec. 15.35. Franchise taxes payable by domestic corporations. For the privilege of exercising its franchises in this State, each domestic corporation shall pay to the Secretary of State the following franchise taxes, computed on the basis, at the rates and for the periods prescribed in this Act: (a) An initial franchise tax at the time of filing | ||
| ||
(b) An additional franchise tax at the time of filing | ||
| ||
(c) An additional franchise tax at the time of filing | ||
| ||
(d) An annual franchise tax payable each year with | ||
| ||
On or after January 1, 2020 and prior to January 1, 2021, the first $30 in liability is exempt from the tax imposed under this Section. On or after January 1, 2021 and prior to January 1, 2024, the first $1,000 in liability is exempt from the tax imposed under this Section. On or after January 1, 2024, and before January 1, 2025, the first $5,000 in liability is exempt from the tax imposed under this Section. On and after January 1, 2025, the first $10,000 in liability is exempt from the tax imposed under this Section. (Source: P.A. 102-282, eff. 1-1-22; 102-558, eff. 8-20-21; 103-8, eff. 6-7-23; 103-592, eff. 6-7-24.) |
(805 ILCS 5/15.40) (from Ch. 32, par. 15.40)
Sec. 15.40.
Basis for computation of franchise taxes payable by
domestic corporations.
(a) The basis for the initial franchise tax payable by a
domestic corporation shall be the amount represented in this State,
determined in accordance with the provisions of this Section, of its
paid-in capital as disclosed by its first report of the issuance of shares.
(b) The basis for an additional franchise tax payable by a domestic
corporation, except in the case of a statutory merger or consolidation,
shall be the increased amount represented in this State, determined in
accordance with the provisions of this Section, of its paid-in
capital as disclosed by any report of issuance of additional shares, or of
an increase in paid-in capital without the issuance of shares, or of an
exchange or reclassification of shares, or of cumulative changes in
paid-in capital.
(c) In the case of a statutory merger or consolidation of domestic
corporations, the basis for an additional franchise tax payable by the
surviving or new corporation shall be the increased amount represented
in this State, determined in accordance with the provisions of this
Section of the paid-in capital of the surviving or new corporation
immediately after the merger or consolidation over the aggregate of the
amounts represented in this State of the paid-in capital of the merged or
consolidated corporations disclosed by the latest reports filed by those
corporations, respectively, with the Secretary of State as required by this
Act; provided, however, the basis for a further additional franchise tax
payable by the surviving or new corporation shall be determined in
accordance with the provisions of this Section, on the paid-in capital of
each of the merged or consolidated corporations as last reported by it in
any document, other than an annual report, required by this Act to be filed
with the Secretary of State, from its taxable year end to the next
succeeding anniversary month or, in the case of a corporation that has
established an extended filing month, the next succeeding extended filing
month of the surviving or new corporation; however if the taxable year
ends within the 2 month period immediately preceding the anniversary month
or, in the case of a corporation that has established an extended filing
month, the next succeeding extended filing month of the surviving or new
corporation the tax shall be computed to the anniversary month or, in the
case of a corporation that has established an extended filing month, the
next succeeding extended filing month of the surviving or new corporation
in the next succeeding calendar year.
(d) The basis for the annual franchise tax payable by a domestic
corporation
shall be the amount represented in this State, determined in accordance
with the provisions of this Section, of its paid-in capital on the last day
of the third month preceding the anniversary month or, in the case of a
corporation that has established an extended filing month, on the last day
of the corporation's fiscal year preceding the extended filing month.
(e) For the purpose of determining the amount represented in this State
of the paid-in capital of a domestic corporation, the amount represented in
this State shall be that proportion of its paid-in capital that the sum of
(1) the value of its property located in this State and (2) the gross
amount of business transacted by it at or from places of business in this
State bears to the sum of (1) the value of all of its property, wherever
located, and (2) the gross amount of its business, wherever transacted,
except as follows:
(1) If the corporation elects in its annual report in | ||
| ||
(2) If the corporation fails to file its annual | ||
| ||
(3) In the case of a statutory merger or | ||
| ||
(f) For increases in paid-in capital that occur either prior to January
1, 1991
or on or prior to the last day of the third month preceding the
corporation's anniversary month in 1991, the proportion corporation on file
on the date represented in this State of the paid-in capital of a domestic
corporation shall be determined from information contained in the latest
annual report of the corporation on file on the date the particular
increase in paid-in capital is shown to have been made, or, if no annual
report was on file on the date of the increase, from information contained
in its articles of incorporation, or, in case of a merger or consolidation
that becomes effective either prior to January 1, 1991 or on or prior to
the last day of the third month preceding the corporation's anniversary
month in 1991, from information contained in the report of the surviving or
new corporation of the amount of its paid-in capital following the merger
or consolidation. For increases in paid-in capital that occur after both
December 31, 1990 and the last day of such third month, the proportion
represented in this State of the paid-in capital of a domestic corporation
shall be determined from information contained in the latest annual report
of the corporation for the taxable period in which the particular increase
in paid-in capital is shown to have been made or, if no annual report was
on file on the date of the increase, from information contained in its
articles of incorporation.
(g) No basis under this Section may consist of any redeemable preference
shares
sold to the United States Secretary of Transportation under Sections 505
and 506 of Public Law 94-210.
(Source: P.A. 91-464, eff. 1-1-00.)
|
(805 ILCS 5/15.45) (from Ch. 32, par. 15.45)
Sec. 15.45. Rate of franchise taxes payable by domestic corporations.
(a) The annual franchise tax payable by each domestic corporation
shall be computed at the rate of 1/12 of 1/10 of 1% for each calendar month
or fraction thereof for the period commencing on the first day of July 1983
to the first day of the anniversary month in 1984, but in no event shall
the amount of the annual franchise tax be less than $2.08333 per month assessed
on a minimum of $25 per annum or more than $83,333.333333 per month;
commencing on January 1, 1984 to the first day of the anniversary month in
2004, the annual franchise tax payable by each domestic
corporation
shall be computed at the rate of 1/10 of 1% for the 12-months' period
commencing on the first day of the anniversary month or, in
cases where
a corporation has established an extended filing month, the extended filing
month of the corporation, but in no event shall the amount of the annual
franchise tax be less than $25 nor more than $1,000,000 per annum; commencing
with the first anniversary month that occurs after December,
2003,
the annual franchise tax payable by each domestic corporation shall be computed
at the rate of 1/10 of 1% for the 12-months' period commencing on the first day
of the anniversary month or, in cases where a corporation has established
an
extended filing month, the extended filing month of the corporation, but in
no event shall the amount of the annual franchise tax be less than $25 nor more
than $2,000,000 per annum.
(b) The annual franchise tax payable by each domestic corporation at the
time of filing a statement of election and interim annual report in
connection with an anniversary month prior to January, 2004 shall be
computed at the rate of 1/10 of 1% for the 12 month period commencing on
the first day of the anniversary month of the corporation next following
such filing, but in no event shall the amount of the annual franchise tax
be less than $25 nor more than $1,000,000 per annum; commencing with the
first anniversary month that occurs after December,
2003,
the annual franchise tax payable by each domestic corporation at the time of
filing a statement of election and interim annual report shall be computed
at the rate of 1/10 of 1% for the 12-month period commencing on the first day
of the anniversary month of the corporation next following such filing, but in
no event shall the amount of the annual
franchise tax be less than $25 nor more
than $2,000,000 per annum.
(c) The annual franchise tax payable at the time of filing the final
transition annual report in connection with an anniversary month prior to
January, 2004 shall be an amount equal to (i) 1/12 of 1/10 of 1%
per month of the proportion of paid-in capital represented in this State as
shown in the final transition annual report multiplied by (ii) the number
of months commencing with the anniversary month next following the filing
of the statement of election until, but excluding, the second extended
filing month, less the annual franchise tax theretofore paid at the time of
filing the statement of election, but in no event shall the amount of the
annual franchise tax be less than $2.08333 per month assessed on a minimum
of $25 per annum or more than $83,333.333333 per month; commencing with the
first anniversary month that occurs after December,
2003,
the annual franchise tax payable at the time of filing the final transition
annual report shall be an amount equal to (i) 1/12 of 1/10 of 1% per month of
the proportion of paid-in capital represented in this State as shown in the
final transition annual report multiplied by (ii) the number of months
commencing with the anniversary month next following the filing of the
statement of election until, but excluding, the second extended filing month,
less the annual franchise tax theretofore paid at the time of filing the
statement of election, but in no event shall the amount of the annual franchise
tax be less than $2.08333 per month assessed on a minimum of $25 per annum or
more than $166,666.666666 per month.
(d) The initial franchise tax payable after January 1, 1983, but prior
to
January 1, 1991, by each domestic corporation shall be computed at the rate
of 1/10 of 1% for the 12 months' period commencing on the first day of the
anniversary month in which the articles of incorporation are filed by
the corporation under Section 2.10 of this Act, but in no event shall
the franchise tax be less than $25 nor more than $1,000,000 per annum.
The initial franchise tax payable on or after January 1, 1991, but prior to
January 1, 2004, by each
domestic corporation shall be computed at the rate of 15/100 of 1% for the
12 month period commencing on the first day of the anniversary month in
which the articles of incorporation are filed in
accordance
with
Section 2.10 of this Act, but in no event shall the initial franchise tax
be less than $25 nor more than $1,000,000 per annum plus 1/20th of 1% of
the basis therefor.
The initial franchise tax payable on or after January 1, 2004, by each
domestic corporation shall be computed at the rate of 15/100 of 1% for the
12-month period commencing on the first day of the anniversary month in which
the
articles of incorporation are filed in accordance with Section 2.10 of this
Act,
but in no event shall the initial franchise tax be less than $25 nor more than
$2,000,000 per annum plus 1/10th of 1% of the basis therefor.
(e) Each additional franchise tax payable by each domestic corporation
for
the period beginning January 1, 1983 through December 31, 1983 shall be
computed at the rate of 1/12 of 1/10 of 1% for each calendar month or fraction
thereof, between the date of each respective increase in its paid-in capital
and its anniversary month in 1984; thereafter until the last day of the
month that is both after December 31, 1990 and the
third month immediately preceding the anniversary month in 1991, each
additional franchise tax payable by each domestic corporation shall be
computed at the rate of 1/12 of 1/10 of 1% for each calendar month, or
fraction thereof, between the date of each respective increase in
its paid-in capital and its next anniversary month; however, if the increase
occurs within the 2 month period immediately preceding the anniversary month,
the tax shall be computed to the anniversary month of the next succeeding
calendar year. Commencing with increases in paid-in capital that occur
subsequent to both December 31, 1990 and the last day of the third
month immediately preceding the anniversary month in 1991, the additional
franchise tax payable by a domestic corporation shall be computed at the
rate of 15/100 of 1%.
(Source: P.A. 96-66, eff. 1-1-10.)
|
(805 ILCS 5/15.50) (from Ch. 32, par. 15.50)
Sec. 15.50.
License fees payable by foreign corporations.
For the privilege of exercising its authority to transact business
in this State as set out in its application therefor or any amendment
thereto, the Secretary of State shall charge and collect from each foreign
corporation the following license fees, computed on the basis and at the
rates prescribed in this Act:
(a) An initial license fee at the time of filing its application for
authority to transact business in this State whenever the
application indicates the corporation commenced transacting business prior
to January 1, 1991.
(b) Except as otherwise provided in paragraph (e) of this Section, an
additional license fee at the time of filing (1) a report of the
issuance of additional shares, or (2) a report of an increase in paid-in
capital without the issuance of shares, or (3) a report of cumulative
changes in paid-in capital or of an exchange or reclassification of shares,
whenever the report discloses an increase in the amount represented in
this State of its paid-in capital over the greatest amount thereof
theretofore reported in any document required by this Act to be filed in
the office of the Secretary of State.
(c) Except as otherwise provided in paragraph (e) of this Section,
whenever the corporation shall be a party to a statutory merger and
shall be the surviving corporation, an additional license fee at the time
of filing its report following merger, if the
report discloses that the amount represented in this State of its paid-in
capital immediately after the merger is greater than the aggregate of the
amounts represented in this State of the paid-in capital of all of the
merged corporations.
(d) Except as otherwise provided in paragraph (e) of this Section,
an additional license fee payable with the annual franchise tax each year in
which the corporation is required by this Act to file an annual report
whenever the report discloses an increase in the amount represented in
this State of its paid-in capital over the amount previously determined to
be represented in this State in accordance with the provisions of this Act.
(e) The additional license fee referred to in paragraphs (b), (c) and
(d) of this Section shall not be payable with respect to issuances of
shares or increases in paid-in capital that occur subsequent to both
December 31, 1990 and the last day of the third month immediately preceding
the anniversary month of a foreign corporation in 1991 or to an increase
in the amount represented in this State of its paid-in capital over the
amount previously determined to be represented in this State in accordance
with the provisions of this Act.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/15.55) (from Ch. 32, par. 15.55)
Sec. 15.55.
Basis of computation of license fee payable by foreign
corporations.
(a) The basis for the initial license fee payable by a foreign
corporation shall be the amount represented in this State, determined in
accordance with the provisions of this Section, of its paid-in capital
whenever the application for authority indicates the
corporation commenced transacting business in this State prior to January
1, 1991.
(b) The basis for an additional license fee payable by a foreign
corporation, except in the case of a statutory merger, shall be the
increased amount represented in this State, determined in accordance
with the provisions of this Section, of its paid-in capital
as disclosed by the annual report, by any report of issuance of additional
shares, or of an increase in paid-in capital without the issuance of
shares, or of an exchange or reclassification of shares, or of cumulative
changes in paid-in capital, but the basis shall not include any increases
in its paid-in capital represented in this State that occur
after both December 31, 1990 and the last
day of the third month immediately preceding its anniversary month in 1991.
(c) Whenever a foreign corporation shall be a party to a statutory
merger
that becomes effective either prior to January 1, 1991 or
on or prior to the last day of the third month
immediately preceding the surviving corporation's anniversary month in
1991 and shall be the surviving corporation, the basis for an additional
license fee shall be the increased amount represented in this State,
determined in accordance with the provisions of this Section,
of the paid-in capital of the surviving corporation
immediately after the merger over the aggregate of the amounts
represented in this State of the paid-in capital of the merged corporations.
(d) For the purpose of determining the amount represented in this State
of the paid-in capital of a foreign corporation that shall be a party to
a statutory merger that becomes effective either prior to
January 1, 1991 or on or prior to the last day of
the third month immediately preceding the surviving corporation's
anniversary month in 1991, the amount represented in this State shall be
that proportion of its paid-in capital that the sum of (1) the value of
its property located in this State and (2) the gross amount of business
transacted by it at or from places of business in this State bears to the
sum of (1) the value of all of its property, wherever located, and (2) the
gross amount of its business, wherever transacted.
(e) The proportion represented in this State of the paid-in
capital of a foreign corporation shall be determined
from information contained in the latest annual report of the
corporation on file on the date the particular increase in paid-in
capital is shown to have been made, or, if no annual
report was on file on the date of the increase, from information
contained in the application of the corporation for
authority to transact business in this State, or, in case of a merger
that becomes effective either prior to January 1, 1991 or on or prior to
the last day of the third month immediately preceding the surviving
corporation's anniversary month in 1991, from information contained in the
report of the surviving corporation of the amount of its paid-in capital
following the merger.
(f) No basis under this Section may consist of any redeemable preference
shares sold to the United States Secretary of Transportation under Sections
505 and 506 of Public Law 94-210.
(Source: P.A. 92-33, eff. 7-1-01.)
|
(805 ILCS 5/15.60) (from Ch. 32, par. 15.60)
Sec. 15.60.
Rate of license fees payable by foreign corporations.
The initial license fee and all additional license fees payable by a
foreign corporation shall be computed at the rate of one-twentieth of one
per cent of the basis prescribed in this Act for the computation of the
initial license fee and additional license fees, respectively, but the
initial license fee shall not be less than 50 cents.
(Source: P.A. 83-1025.)
|
(805 ILCS 5/15.65) (from Ch. 32, par. 15.65) Sec. 15.65. Franchise taxes payable by foreign corporations. For the privilege of exercising its authority to transact such business in this State as set out in its application therefor or any amendment thereto, each foreign corporation shall pay to the Secretary of State the following franchise taxes, computed on the basis, at the rates and for the periods prescribed in this Act: (a) An initial franchise tax at the time of filing | ||
| ||
(b) An additional franchise tax at the time of filing | ||
| ||
(c) Whenever the corporation shall be a party to a | ||
| ||
(d) An annual franchise tax payable each year with | ||
| ||
On or after January 1, 2020 and prior to January 1, 2021, the first $30 in liability is exempt from the tax imposed under this Section. On or after January 1, 2021 and before January 1, 2024, the first $1,000 in liability is exempt from the tax imposed under this Section. On and after January 1, 2024 and before January 1, 2025, the first $5,000 in liability is exempt from the tax imposed under this Section. On and after January 1, 2025, the first $10,000 in liability is exempt from the tax imposed under this Section. (Source: P.A. 102-16, eff. 6-17-21; 102-558, eff. 8-20-21; 102-813, eff. 5-13-22; 103-592, eff. 6-7-24.) |
(805 ILCS 5/15.70) (from Ch. 32, par. 15.70)
Sec. 15.70.
Basis for computation of franchise taxes payable by foreign
corporations.
(a) The basis for the initial franchise tax payable by a foreign
corporation shall be the amount represented in this State, determined in
accordance with the provisions of this Section, of its paid-in capital as
disclosed by its application for authority to transact
business in this State.
(b) The basis for an additional franchise tax payable by a corporation,
except in the case of a statutory merger, shall be the increased amount
represented in this State, determined in accordance with the provisions
of this Section, of its paid-in capital as disclosed by any report of
issuance of additional shares, or of an increase in paid-in capital without
the issuance of shares, or of an exchange or reclassification of shares, or
of cumulative changes in paid-in capital.
(c) Whenever a foreign corporation shall be a party to a statutory
merger
and shall be the surviving corporation, the basis for an additional
franchise tax shall be the increased amount represented in this State,
determined in accordance with the provisions of this Section, of the
paid-in capital of the surviving corporation immediately after the merger
over the aggregate of the amounts represented in this State of the paid-in
capital of the merged corporations; provided, however, the basis for a
further additional franchise tax payable by the surviving corporation shall
be determined in accordance with the provisions of this Section, on the
paid-in capital of each of the merged corporations from its taxable year
end to the next succeeding anniversary month or, in the case of a
corporation that has established an extended filing month, the extended
filing month of the surviving corporation; however if the taxable year ends
within the 2 month period immediately preceding the anniversary month or,
in the case of a corporation that has established an extended filing month,
the extended filing month of the surviving corporation, the tax shall be
computed to the anniversary month or, in the case of a corporation that has
established an extended filing month, the extended filing month of the
surviving corporation in the next succeeding calendar year.
(d) The basis for the annual franchise tax payable by a foreign
corporation
shall be the amount represented in this State, determined in accordance
with the provisions of this Section, of its paid-in capital on the last day
of the third month preceding the anniversary month or, in the case of a
corporation that has established an extended filing month, on the last day
of the corporation's fiscal year preceding the extended filing month.
(e) The amount represented in this State of the paid-in capital
of a foreign corporation shall be that proportion of its paid-in
capital that the sum of (1) the value of its property located in this
State and (2) the gross amount of business transacted by it at or from
places of business in this State bears to the sum of (1) the value of all
of its property, wherever located, and (2) the gross amount of its
business, wherever transacted, except as follows:
(1) If the corporation elects in its annual report in | ||
| ||
(2) If the corporation fails to file its annual | ||
| ||
(3) In the case of a statutory merger that becomes | ||
| ||
(f) For increases in paid-in capital that occur either prior to January
1, 1991
or on or prior to the last day of the third month preceding the
corporation's anniversary month in 1991, the proportion represented in
this State of the paid-in capital of a foreign corporation shall be
determined from information contained in the latest annual report of the
corporation on file on the date the particular increase in paid-in capital
is shown to have been made, or, if no annual
report was on file on the date of the increase, from information contained
in its application for authority to transact business in
this State, or, in case of a merger that becomes effective either prior to
January 1, 1991 or on or prior to the last day of the third month preceding
the surviving corporation's anniversary month in 1991, from information
contained in the report of the surviving corporation of the amount of its
paid-in capital following the merger. For changes in paid-in capital
that occur after both December 31, 1990 and the last day of such third
month, the proportion represented in this State of the paid-in capital of a
corporation shall be determined from information contained in the
latest annual report of the corporation for the taxable period in which the
particular increase in paid-in capital is shown to have been made or, if
no annual report was on file on the date of the increase, from information
contained in its application for authority to transact
business in Illinois.
(g) No basis under this Section may consist of any redeemable preference
shares sold to the United States Secretary of Transportation under Sections
505 and 506 of Public Law 94-210.
(Source: P.A. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)
|
(805 ILCS 5/15.75) (from Ch. 32, par. 15.75)
Sec. 15.75. Rate of franchise taxes payable by foreign corporations.
(a) The annual franchise tax payable by each foreign corporation
shall be computed at the rate of 1/12 of 1/10 of 1% for each calendar month
or fraction thereof for the period commencing on the first day of July 1983
to the first day of the anniversary month in 1984, but in no event shall
the amount of the annual franchise tax be less than $2.083333 per month
based on a minimum of $25 per annum or more than $83,333.333333 per month;
commencing on January 1, 1984 to the first day of the anniversary month in
2004, the annual franchise tax payable by each foreign corporation
shall be computed at the rate of 1/10 of 1% for the 12-months' period
commencing on the first day of the anniversary month or, in the case
of
a corporation that has established an extended filing month, the extended
filing month of the corporation, but in no event shall the amount of the
annual franchise tax be less than $25 nor more than $1,000,000 per annum;
commencing on January 1, 2004, the annual franchise tax payable by each
foreign corporation shall be computed at the rate of 1/10 of 1% for the
12-month period commencing on the first day of the anniversary month or, in
the case of a corporation that has established an extended filing month, the
extended filing month of the corporation, but in no event shall the amount of
the annual franchise tax be less than $25 nor more than $2,000,000 per annum.
(b) The annual franchise tax payable by each foreign corporation at the
time of filing a statement of election and interim annual report in
connection with an anniversary month prior to January, 2004 shall be
computed at the rate of 1/10 of 1% for the 12 month period commencing on
the first day of the anniversary month of the corporation next following
the filing, but in no event shall the amount of the annual franchise tax
be less than $25 nor more than $1,000,000 per annum; commencing with the
first anniversary month that occurs after December,
2003,
the annual franchise tax payable by each foreign corporation at the time of
filing a statement of election and interim annual report shall be computed
at the rate of 1/10 of 1% for the 12-month period commencing on the first day
of the anniversary month of the corporation next following such filing, but in
no event shall the amount of the annual
franchise tax be less than $25 nor more
than $2,000,000 per annum.
(c) The annual franchise tax payable at the time of filing the final
transition annual report in connection with an anniversary month prior to
January, 2004 shall be an amount equal to (i) 1/12 of 1/10 of 1%
per month of the proportion of paid-in capital represented in this State as
shown in the final transition annual report multiplied by (ii) the number
of months commencing with the anniversary month next following the filing
of the statement of election until, but excluding, the second extended
filing month, less the annual franchise tax theretofore paid at the time of
filing the statement of election, but in no event shall the amount of the
annual franchise tax be less than $2.083333 per month based on a minimum of
$25 per annum or more than $83,333.333333 per month; commencing with the
first anniversary month that occurs after December,
2003,
the annual franchise tax payable at the time of filing the final transition
annual report shall be an amount equal to (i) 1/12 of 1/10 of 1% per month of
the proportion of paid-in capital represented in this State as shown in the
final transition annual report multiplied by (ii) the number of months
commencing with the anniversary month next following the filing of the
statement of election until, but excluding, the second extended filing month,
less the annual franchise tax theretofore paid at the time of filing the
statement of election, but in no event shall the amount of the annual franchise
tax be less than $2.083333 per month based on a minimum of $25 per annum or
more than $166,666.666666 per month.
(d) The initial franchise tax payable after January 1, 1983, but prior
to
January 1, 1991, by each foreign corporation shall be computed at the rate
of 1/10 of 1% for the 12 months' period commencing on the first day of the
anniversary month in which the application for authority
is
filed by the
corporation under Section 13.15 of this Act, but in no event shall the
franchise tax be less than $25 nor more than $1,000,000 per annum. Except
in the case of a foreign corporation that has begun transacting business in
Illinois prior to January 1, 1991, the initial franchise tax payable on or
after January 1, 1991, by each foreign
corporation, shall be computed at
the rate of 15/100 of 1% for the 12-month period commencing on
the first
day of the anniversary month in which the application for authority is
filed by the corporation under Section 13.15 of this Act, but
in no event
shall the franchise tax for a taxable year commencing prior to January 1,
2004 be less than $25 nor more than $1,000,000 per annum
plus 1/20 of 1% of the basis therefor
and in no event shall the franchise tax for a taxable year commencing on or
after
January 1, 2004 be less than $25 or more than $2,000,000 per annum plus 1/20 of
1% of the basis therefor.
(e) Whenever the application for authority indicates
that
the corporation commenced transacting business:
(1) prior to January 1, 1991, the initial franchise | ||
| ||
(2) after December 31, 1990, the initial franchise | ||
| ||
(f) Each additional franchise tax payable by each foreign corporation
for the
period beginning January 1, 1983 through December 31, 1983 shall be computed
at the rate of 1/12 of 1/10 of 1% for each calendar month or fraction thereof
between the date of each respective increase in its paid-in capital
and its anniversary month in 1984; thereafter until the last day of the
month that is both after December 31, 1990 and the third month immediately
preceding the anniversary month in 1991, each additional franchise tax
payable by each foreign corporation shall be computed at the rate of 1/12
of 1/10 of 1% for each calendar month, or fraction thereof, between the
date of each respective increase in its paid-in capital and its next
anniversary month; however, if the increase occurs within the 2 month
period immediately preceding the anniversary month, the tax shall be
computed to the anniversary month of the next succeeding calendar year.
Commencing with increases in paid-in capital that occur subsequent to both
December 31, 1990 and the last day of the third month immediately preceding
the anniversary month in 1991, the additional franchise tax payable by a
foreign corporation shall be computed at the rate of 15/100 of 1%.
(Source: P.A. 98-756, eff. 7-16-14.)
|
(805 ILCS 5/15.80) (from Ch. 32, par. 15.80)
Sec. 15.80.
Computation and collection of annual franchise taxes -
proceeding for dissolution or revocation if not paid.
(a) It shall be the duty
of the Secretary of State to collect all annual franchise taxes,
penalties, and interest imposed by or payable in accordance with this Act.
(b) During the calendar year 1983, each corporation must pay its annual
franchise tax within 60 days preceding July 1, 1983, for the taxable year
beginning July 1, 1983 to each corporation's anniversary month in 1984;
thereafter, within 60 days prior to the first day of the anniversary month
or, in cases where a corporation has established an extended filing
month, the extended filing month each year the Secretary of State shall
collect from each corporation, domestic or foreign, required to file an
annual report in such year, the franchise tax payable by it for the 12
months' period commencing on the first day of the anniversary month or, in
cases where a corporation has established an extended filing month, the
extended filing month of such year or, in the case of a corporation which
has filed a statement of election of an extended filing date, the interim
period resulting therefrom in accordance with the foregoing provisions;
and, if it has failed to file its annual report and pay its franchise tax
within the time prescribed by this Act, the penalties and interest will be
imposed
pursuant to this Act upon such corporation for its failure so to do; and
the Secretary of State shall mail a written notice to each corporation
against which such tax is payable, addressed to such corporation at its
registered office in this State, notifying the corporation: (1) of the
amount of franchise tax payable for the taxable year and the
amount of
penalties and interest due for failure to file its annual report and pay
its franchise tax; and (2) that such tax and penalties and interest shall
be payable to the Secretary of State. Failure to receive such notice shall
not relieve the corporation of its obligation to pay the tax and any
penalties and any interest due or invalidate the validity thereof.
(c) All annual franchise taxes for the taxable year
commencing on July 1,
1983 to the anniversary month of each corporation in 1984 shall be due and
payable by July 1, 1983. Beginning with January 1984, all annual reports,
fees, and franchise taxes shall be due and payable prior to the first day
of the anniversary month or, in the case of a corporation which has
established an extended filing month subsequent to January 1, 1991, the
extended filing month of each corporation each year. If the annual
franchise tax due from any corporation subject to the provisions of this
Act together with all penalties and interest imposed thereon, shall not be
paid to the Secretary of State before the date of the year in which such
tax is due and payable, the Secretary of State shall proceed under Section
12.40 of this Act for the dissolution of a domestic corporation or under
Section 13.55 for revocation of a foreign corporation.
(d) For the purpose of enforcing collection, all annual franchise taxes
payable in accordance with this Act, and all penalties due thereon and all
interest and costs that shall accrue in connection with the collection thereof,
shall be a prior and first lien on the real and personal property of the
corporation from and including the date of the year when such franchise
taxes become due and payable until such taxes, penalties, interest, and
costs shall have been paid.
(Source: P.A. 93-59, eff. 7-1-03.)
|
(805 ILCS 5/15.85) (from Ch. 32, par. 15.85)
Sec. 15.85. Effect of nonpayment of fees or taxes.
(a) The Secretary
of State shall not file any articles, statements,
certificates, reports, applications, notices, or other papers relating to
any corporation, domestic or foreign, organized under or subject to the
provisions of this Act until all fees, franchise taxes, and charges provided
to be paid in connection therewith shall have been paid to him or her, or
while the corporation is in default in the payment of any fees, franchise
taxes, charges, penalties, or interest herein provided to be paid by
or assessed
against it, or when the Illinois Department of Revenue has given notice
that the corporation is in default in the filing of a return or the payment
of any final assessment of tax, penalty or interest as required by any tax
Act administered by the Department.
(b) The Secretary of State shall not file, with respect to any domestic
or
foreign corporation, any document required or permitted to be filed by this
Act, which has an effective date other than the date of filing until there
has been paid by such corporation to the Secretary of State all fees, taxes
and charges due and payable on or before said effective date.
(c) No corporation required to pay a franchise tax, license fee,
penalty, or interest under this Act shall maintain any civil action until
all
such franchise taxes, license fees, penalties, and interest
have been paid in full.
(d) The Secretary of State shall, from information received from the
Illinois Commerce Commission, compile and keep a list of all domestic and
foreign corporations which are regulated pursuant to the provisions of the Public Utilities Act, or the Collateral Recovery Act, or the Personal Property Storage Act, or Chapter 18a, 18c, or 18d of the
Illinois Vehicle Code and which hold,
as a prerequisite for doing business in this State, any franchise, license,
permit, or right to engage in any business regulated by such Acts.
(e) Each month the Secretary of State shall, by written notice, advise the Chief Clerk of the Illinois Commerce Commission of: (i) any domestic corporation on the list maintained under subsection (d) that has been dissolved within the month; and (ii) any foreign corporation on the list maintained under subsection (d) whose authority to do business in Illinois has been revoked within the month.
(f) The Secretary of State and the Illinois Commerce Commission may provide each other the information required under this Section in an electronic format, including, without limitation by means of such agreed access, those records of the Secretary of State that will provide the Illinois Commerce Commission the information it requires under the statutes it administers. The provision of information under this Section shall begin as soon as is practicable, but in no event later than October 1, 2020. (Source: P.A. 100-863, eff. 8-14-18; 101-494, eff. 1-1-20.)
|
(805 ILCS 5/15.90) (from Ch. 32, par. 15.90)
Sec. 15.90. Statute of limitations.
(a) Except as otherwise provided
in this Section and notwithstanding anything to the contrary contained in
any other Section of this Act, no domestic corporation or foreign
corporation shall be obligated to pay any annual franchise tax, fee,
or penalty or interest thereon imposed under this Act, nor shall any
administrative or judicial sanction
(including dissolution) be imposed or enforced nor access to the courts of
this State be denied based upon nonpayment thereof more than 7 years
after the date of filing the annual report with respect to the period
during which the obligation for the tax, fee, penalty or
interest arose, unless (1) within that 7 year period the Secretary of State
sends a written notice to the corporation to the effect that (A)
administrative or judicial action to dissolve the corporation or revoke its
authority for nonpayment of a tax, fee, penalty or interest
has been commenced; or (B) the corporation has submitted a report
but has
failed to pay a tax, fee, penalty or interest required to be paid
therewith; or (C) a report with respect to an event or action giving rise
to an obligation to pay a tax, fee, penalty or interest is required but has
not been filed, or has been filed and is in error or incomplete; or (2)
the annual report by the corporation was filed with fraudulent
intent to evade taxes payable under this Act. A corporation
nonetheless shall be required to pay all taxes
that would have been payable during the most recent 7 year period due to a
previously unreported increase in paid-in capital that occurred prior to
that 7 year period and interest and penalties thereon for that period, except that, from February 1, 2008 through March 15, 2008, with respect to any corporation that participates in the Franchise Tax and License Fee Amnesty Act of 2007, the corporation shall be only required to pay all taxes that would have been payable during the most recent 4 year period due to a previously unreported increase in paid-in capital that occurred prior to that 7 year period.
(b) If within 2 years following a change in control of a corporation the
corporation voluntarily pays in good faith all known obligations of
the corporation imposed by this Article 15 with respect to reports that
were required to have been filed since the beginning of the 7 year period
ending on the effective date of the change in control, no action shall be
taken to enforce or collect obligations of that corporation imposed by this
Article 15 with respect to reports that were required to have been filed
prior to that 7 year period regardless of whether the limitation period set
forth in subsection (a) is otherwise applicable. For purposes of this
subsection (b), a change in control means a transaction, or a series of
transactions consummated within a period of 180 consecutive days, as a
result of which a person which owned less than 10% of the shares having the
power to elect directors of the corporation acquires shares such that the
person becomes the holder of 80% or more of the shares having such power.
For purposes of this subsection (b) a person means any natural person,
corporation, partnership, trust or other entity together with all other
persons controlled by, controlling or under common control with such person.
(c) Except as otherwise provided in this Section and notwithstanding
anything to the contrary contained in any other Section of this Act, no foreign
corporation that has not previously obtained authority under
this Act shall, upon voluntary application for authority filed
with the Secretary of State prior to January 1, 2001, be obligated to pay any
tax, fee, penalty, or interest imposed under this Act, nor shall any
administrative or judicial sanction be imposed or enforced based upon
nonpayment thereof with respect to a period during which the obligation arose
that is prior to January 1, 1993 unless (1) prior to receipt of the application
for authority the Secretary of State had sent written notice
to
the corporation regarding its failure to obtain an application for authority, (2)
the corporation had submitted an application for authority
previously but had failed to pay any tax, fee, penalty or interest to be paid
therewith, or (3) the application for authority was submitted
by
the corporation with fraudulent intent to evade taxes payable under this Act.
A
corporation nonetheless shall be required to pay all taxes and fees due under
this Act that would have been payable since January 1, 1993 as a result of
commencing the transaction of its business in this State and interest thereon
for that period.
(Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08; 96-66, eff. 1-1-10.)
|
(805 ILCS 5/15.95) (from Ch. 32, par. 15.95)
Sec. 15.95. Department of Business Services Special Operations Fund.
(a) A
special fund in the State treasury known as the Division of
Corporations Special Operations
Fund is renamed the Department of Business Services Special Operations
Fund. Moneys deposited into the Fund shall, subject to appropriation, be
used by the Department of Business Services of the
Office of the Secretary of State,
hereinafter "Department", to create and maintain the
capability
to perform
expedited services in response to special requests made by the public for
same day or 24 hour service. Moneys deposited into the Fund shall be used
for, but not limited to, expenditures for personal services, retirement,
social security, contractual services, equipment, electronic data
processing, and telecommunications.
(b) On or before August 31 of each year, the balance in the Fund in excess of $600,000 shall be transferred to the General Revenue Fund.
(c) All fees payable to the Secretary of State under this Section
shall be deposited into the Fund. No other fees or taxes collected under
this Act shall be deposited into the Fund.
(d) "Expedited services" means services rendered within the same day,
or within 24 hours from the time, the request therefor is submitted by the
filer, law firm, service company, or messenger physically in person or, at
the Secretary of State's discretion, by electronic means, to the
Department's Springfield Office and includes requests for
certified copies,
photocopies, and certificates of good standing or fact made to the
Department's Springfield Office in person or by telephone,
or requests for
certificates of good standing or fact made in person or by telephone to the
Department's Chicago Office. A request submitted by electronic means may not be considered a request for expedited services solely because of its submission by electronic means, unless expedited service is requested by the filer.
(e) Fees for expedited services shall be as follows:
Restatement of articles, $200;
Merger, consolidation or exchange, $200;
Articles of incorporation, $100;
Articles of amendment, $100;
Revocation of dissolution, $100;
Reinstatement, $100;
Application for authority, $100;
Cumulative report of changes in issued shares or | ||
| ||
Report following merger or consolidation, $100;
Certificate of good standing or fact, $20;
All other filings, copies of documents, annual | ||
| ||
(f) Expedited services shall not be available for a statement of
correction, a petition for refund or adjustment, or a request involving
annual reports filed before January 1, 1984 or involving dissolved corporations
with a
file number below 5200.
(Source: P.A. 99-620, eff. 1-1-17; 100-186, eff. 7-1-18.)
|
(805 ILCS 5/15.97) (from Ch. 32, par. 15.97)
Sec. 15.97. Corporate Franchise Tax Refund Fund.
(a) Beginning July 1, 1993, a percentage of the amounts collected
under Sections 15.35, 15.45, 15.65, and 15.75 of this Act shall be
deposited into the Corporate Franchise Tax Refund Fund, a special Fund
hereby created in the State treasury. From July 1, 1993, until December 31,
1994, there shall be deposited into the Fund 3% of the amounts received
under those Sections. Beginning January 1, 1995, and for each fiscal year
beginning thereafter, 2% of the amounts collected under those Sections
during the preceding fiscal year shall be deposited into the Fund.
(b) Beginning July 1, 1993, moneys in the Fund shall be expended
exclusively for the purpose of paying refunds payable because of overpayment
of franchise taxes, penalties, or interest under Sections 13.70, 15.35,
15.45, 15.65, 15.75, and 16.05 of this
Act and making transfers authorized under this Section. Refunds in
accordance with the provisions of subsections (f) and (g) of Section 1.15
and Section 1.17 of this Act may be made from the Fund only to the extent that
amounts collected under Sections 15.35, 15.45, 15.65, and 15.75 of this Act
have been deposited in the Fund and remain available. On or before August 31 of each year, the balance in the Fund in excess of $100,000 shall be transferred to the General Revenue Fund. Notwithstanding the provisions of this subsection, for the period commencing on or after July 1, 2022, amounts in the fund shall not be transferred to the General Revenue Fund and shall be used to pay refunds in accordance with the provisions of this Act.
(c) This Act shall constitute an irrevocable and continuing
appropriation from the Corporate Franchise Tax Refund Fund for the purpose
of paying refunds upon the order of the Secretary of State in accordance
with the provisions of this Section.
(Source: P.A. 102-282, eff. 1-1-22; 103-8, eff. 6-7-23.)
|
(805 ILCS 5/Art. 16 heading) ARTICLE 16.
PENALTIES
|
(805 ILCS 5/16.05) (from Ch. 32, par. 16.05)
Sec. 16.05. Penalties and interest imposed upon corporations.
(a) Each
corporation, domestic or foreign, that fails or refuses to file any annual
report or report of cumulative changes in paid-in capital and pay any
franchise tax due pursuant to the report prior to the first day of its
anniversary month
or, in the case of a corporation which has established an extended filing
month, the extended filing month of the corporation
shall pay a penalty of 10% of the amount of any
delinquent franchise tax due for the report. From February 1, 2008 through March 15, 2008, no penalty shall be imposed with respect to any amount of delinquent franchise tax paid pursuant to the Franchise Tax and License Fee Amnesty Act of 2007.
(b) Each corporation, domestic or foreign, that fails or refuses to file
a report of issuance of shares or increase in paid-in capital within the
time prescribed by this Act is subject to a penalty on any obligation
occurring prior to January 1, 1991, and interest on those obligations on or
after January 1, 1991, for each calendar month or part of month that it is
delinquent in the amount of 2% of the amount of license fees and franchise
taxes provided by this Act to be paid on account of the issuance of shares
or increase in paid-in capital. From February 1, 2008 through March 15, 2008, no penalty shall be imposed, or interest charged, with respect to any amount of delinquent license fees and franchise taxes paid pursuant to the Franchise Tax and License Fee Amnesty Act of 2007.
(c) Each corporation, domestic or foreign, that fails or refuses to file
a
report of cumulative changes in paid-in capital or report following merger
within the time prescribed by this Act is subject to interest on or after
January 1, 1992, for each calendar month or part of month that it is
delinquent, in the amount of 2% of the amount of franchise taxes provided
by this Act to be paid on account of the issuance of shares or increase in
paid-in capital disclosed on the report of cumulative changes in paid-in
capital or report following merger, or $1, whichever is greater. From February 1, 2008 through March 15, 2008, no interest shall be charged with respect to any amount of delinquent franchise tax paid pursuant to the Franchise Tax and License Fee Amnesty Act of 2007.
(d) If the annual franchise tax, or the supplemental annual franchise
tax
for any 12-month period commencing July 1, 1968, or July 1 of any
subsequent year through June 30, 1983, assessed in accordance with this
Act, is not paid by July 31, it is delinquent, and there is added a penalty
prior to January 1, 1991, and interest on and after January 1, 1991, of 2%
for each month or part of month that it is delinquent commencing with the
month of August, or $1, whichever is greater. From February 1, 2008 through March 15, 2008, no penalty shall be imposed, or interest charged, with respect to any amount of delinquent franchise taxes paid pursuant to the Franchise Tax and License Fee Amnesty Act of 2007.
(e) If the supplemental annual franchise tax assessed in accordance with
the provisions of this Act for the 12-month period commencing July 1,
1967, is not paid by September 30, 1967, it is delinquent, and there is
added a penalty prior to January 1, 1991, and interest on and after
January 1, 1991, of 2% for each month or part of month that it is
delinquent commencing with the month of October, 1967. From February 1, 2008 through March 15, 2008, no penalty shall be imposed, or interest charged, with respect to any amount of delinquent franchise taxes paid pursuant to the Franchise Tax and License Fee Amnesty Act of 2007.
(f) If any annual franchise tax for any period beginning on or after
July 1,
1983, is not paid by the time period herein prescribed, it is delinquent
and there is added a penalty prior to January 1, 1991, and interest on
and after January 1, 1991, of 2% for each month or part of a month that
it is delinquent commencing with the anniversary month or in the case of
a corporation that has established an extended filing month, the extended
filing month, or $1, whichever is greater. From February 1, 2008 through March 15, 2008, no penalty shall be imposed, or interest charged, with respect to any amount of delinquent franchise taxes paid pursuant to the Franchise Tax and License Fee Amnesty Act of 2007.
(g) Any corporation, domestic or foreign, failing to pay the prescribed
fee for assumed corporate name renewal when due and payable shall be given
notice of nonpayment by the Secretary of State by regular mail; and if
the fee together with a penalty fee of $5 is not paid within
90 days after the notice is mailed, the right to use the assumed
name shall cease.
(h) Any corporation which (i) puts forth any sign or
advertisement, assuming
any name other than that by which it is incorporated or otherwise
authorized by law to act or (ii) violates Section 3.25, shall be guilty of
a Class C misdemeanor and
shall be deemed guilty of an additional offense for each day it shall
continue to so offend.
(i) Each corporation, domestic or foreign, that fails or refuses (1) to
answer truthfully and fully within the time prescribed by this Act
interrogatories propounded by the Secretary of State in accordance with
this Act or (2) to perform any other act required by this Act to be
performed by the corporation, is guilty of a Class C misdemeanor.
(j) Each corporation that fails or refuses to file articles of
revocation
of dissolution within the time prescribed by this Act is subject to a
penalty for each calendar month or part of the month that it is delinquent
in the amount of $50.
(Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08; 96-1121, eff. 1-1-11.)
|
(805 ILCS 5/16.10) (from Ch. 32, par. 16.10)
Sec. 16.10.
Penalties imposed upon officers and directors.
Each officer and director of a corporation, domestic or foreign, who
fails or refuses within the time prescribed by this Act to answer
truthfully and fully interrogatories propounded to him or her by the Secretary of
State in accordance with the provisions of this Act, or who signs any
report or statement filed with the Secretary of State which is known to
such officer or director to be false in any material statement or
representation, commits a Class C misdemeanor.
(Source: P.A. 84-924.)
|
(805 ILCS 5/Art. 17 heading) ARTICLE 17.
REPEALER
|
(805 ILCS 5/17.05) (from Ch. 32, par. 17.05)
Sec. 17.05.
"The Business Corporation Act", filed July 13, 1933,
as amended, is repealed.
(Source: P.A. 83-1025.)
|