(805 ILCS 5/11.30)
(from Ch. 32, par. 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
the "subsidiary corporation", may merge the subsidiary corporation
into itself or into one of the subsidiary corporations, if each merging
corporation is solvent, without approval by a vote of the shareholders of
the parent corporation or the shareholders of any of the merging
corporations, upon completion of the requirements of this Section.
(b) The board of directors of the parent corporation shall, by
approve a plan of merger setting forth:
(1) The name of each merging subsidiary corporation
and the name of the parent corporation; and
(2) The manner and basis of converting the shares of
each merging subsidiary corporation not owned by the parent corporation into shares, obligations or other securities of the surviving corporation or of the parent corporation or into cash or other property or into any combination of the foregoing.
(c) A copy of such plan of merger shall be mailed to each shareholder,
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
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
corporations, the articles of merger shall be executed by the parent
and filed in duplicate in accordance with Section 1.10 of this Act and shall
(1) The plan of merger.
(2) The number of outstanding shares of each class of
each merging subsidiary corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent corporation.
(3) The date of mailing a copy of the plan of merger
and notice of right to dissent to the shareholders of each merging subsidiary corporation.
(e) When the provisions of this Section have been complied with,
of State shall file the articles of merger.
(f) Subject to Section 11.35 and provided that all the
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.)