(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 |
| document to be filed before the election of the initial board of directors if the initial directors were not named in the articles of incorporation, shall be signed by the incorporator or incorporators.
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(2) All other documents shall be signed:
(i) By the president, a vice-president, the
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| secretary, an assistant secretary, the treasurer, or other officer duly authorized by the board of directors of the corporation to execute the document and verified by him or her; or
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(ii) If it shall appear from the document that
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| there are no such officers, then by a majority of the directors or by such directors as may be designated by the board; or
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(iii) If it shall appear from the document that
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| there are no such officers or directors, then by the holders of record, or such of them as may be designated by the holders of record of a majority of all outstanding shares; or
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(iv) By the holders of all outstanding shares; or
(v) If the corporate assets are in the possession
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| of a receiver, trustee or other court appointed officer, then by the fiduciary or the majority of them if there are more than one.
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(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
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| the persons signing the instrument that it 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. Such acknowledgment shall be made before a person who is authorized by the law of the place of execution to take acknowledgments of deeds and who, if he or she has a seal of office, shall affix it to the instrument.
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(2) The signature, without more, of the person or
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| persons signing the instrument, in which case such signature or signatures shall constitute the affirmation or acknowledgment of the signatory, 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.
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(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
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| as provided by this Act, one true copy, which may be signed, carbon or photocopy, shall be delivered to the office of the Secretary of State.
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(2) All fees, taxes and charges authorized by law to
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| be collected by the Secretary of State in connection with the filing of the document shall be tendered to the Secretary of State.
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(3) If the Secretary of State finds that the document
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| conforms to law, he or she shall, when all fees, taxes and charges have been paid as in this Act prescribed:
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(i) Endorse on the original and on the true copy,
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| if any, the word "filed" and the month, day and year thereof;
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(ii) File the original in his or her office;
(iii) (Blank); or
(iv) If the filing is in duplicate, he or she
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| shall return one true copy to the corporation or its representative.
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(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.)
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(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 |
| corporations and the State or country under the laws of which each is organized.
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(2) The title of the instrument being corrected and
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| the date it was filed by the Secretary of State.
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(3) The inaccuracy, error or defect to be corrected
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| and the portion of the instrument in corrected form.
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(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
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| would not in all respects have complied with the requirements of this Act at the time of filing the instrument being corrected.
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(2) Take the place of any document, statement or
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| report otherwise required to be filed by this Act.
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(3) Affect any right or liability accrued or incurred
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| before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having such right has not detrimentally relied on the original instrument.
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(4) Alter the provisions of the articles of
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| incorporation with respect to the corporation name or purpose, the class or classes and number of shares to be authorized, and the names and addresses of the incorporators or initial directors.
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(5) Alter the provisions of the application for
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| authority of a foreign corporation with respect to the corporation name.
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(6) Alter the provisions of the application to adopt
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| or change an assumed corporate name with respect to the assumed corporate name.
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(7) Alter the wording of any resolution as filed in
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| any document with the Secretary of State and which was in fact adopted by the board of directors or by the shareholders.
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(8) Alter the provisions of the statement of election
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| of an extended filing month with respect to the extended filing month.
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(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.)
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(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 |
| such shall have been filed in accordance with Section 1.10 of this Act within three years after the amount to be refunded was paid;
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(2) No adjustment of any license fee, franchise tax,
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| penalty, or interest shall be made unless a petition for such shall have been made within three years after the amount to be adjusted should have been paid;
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(3) If the refund or adjustment claimed is based upon
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| an instrument filed with the Secretary of State which contained a misstatement of fact, typographical error, error of transcription or other error or defect, no refund or adjustment of any license fee, franchise tax, penalty, or interest shall be made unless a statement of correction has been filed in accordance with Section 1.15 of this Act.
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(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
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| country under the laws of which it is organized.
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(2) The amount and nature of the claim.
(3) The details of each transaction and all facts
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| upon which the petitioner relies.
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(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.)
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(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 |
| the public welfare or for charitable, scientific, religious or educational purposes.
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(2) Sections 12.05, 12.10, 12.15, 12.20, 12.25 and
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| 12.30, relating to voluntary dissolution.
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(3) Sections 12.35, 12.40, 12.45 and 12.50(a),
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| relating to administrative or judicial dissolution.
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(4) Section 12.80 relating to survival of remedy
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(5) Sections 14.05 and 14.10 relating to annual
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| report of domestic corporations.
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(6) Section 14.20 relating to reports of domestic
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| corporations with respect to issuance of shares.
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(7) Sections 16.50 and 16.10 relating to penalties
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| for failure to file reports.
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(8) Sections 1.05, 1.10, 1.20, 1.25, 1.35, 1.40,
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| 1.45, 7.10, 7.20, 8.45, 15.05, 15.10, 15.15, 15.20, 15.25, 15.30, 15.35, 15.40, 15.45, 15.50, 15.80 and 15.85 relating to fees for filing documents and issuing certificates, license fees, franchise taxes, and miscellaneous charges payable by domestic corporations, waiver of notice, action by shareholders, and or informal action by directors, appeal from Secretary of State, receipt in evidence of certificates and certified copies of certain document forms, and powers of Secretary of State.
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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
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| Company to sell the railway constructed under its charter approved February 10, 1851, or to mortgage the same except subject to the rights of the State under its contract with said company, contained in its said charter, or to dissolve its corporate existence, or to relieve itself or its corporate property from its obligations to the State, under the provisions of said charter; nor shall anything herein contained be so construed as to in any manner relieve or discharge any railroad company, organized under the laws of this State, from the duties or obligations imposed by virtue of any statute now in force or hereafter enacted.
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(2) Alter, modify, release, or impair the rights of
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| this State as now reserved to it in any railroad charter heretofore granted, or to affect in any way the rights or obligations of any railroad company derived from or imposed by such charter.
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(3) Alter, modify, or repeal any of the provisions of
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| the Public Utilities Act. The term "public utility" or "public utilities" as used in this Act shall be the same as defined in the Public Utilities Act.
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(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.)
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