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Illinois Compiled Statutes

Information maintained by the Legislative Reference Bureau
Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide.

Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.

BUSINESS ORGANIZATIONS
(805 ILCS 5/) Business Corporation Act of 1983.

805 ILCS 5/9.10

    (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

    (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
    
charging against its paid-in capital (i) the paid-in capital represented by shares acquired and cancelled by the corporation as permitted by law, 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, (ii) dividends paid on preferred shares, or (iii) distributions as liquidating dividends; or
        (2) pursuant to an approved reorganization in
    
bankruptcy that specifically directs the reduction to be effected.
    (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

 
    (805 ILCS 5/Art. 10 heading)
ARTICLE 10. AMENDMENTS

805 ILCS 5/10.05

    (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

    (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

    (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

    (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

    (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

    (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
    
incorporators, a statement that the amendment was adopted by a majority of the incorporators, that no shares have been issued and that the directors were neither named in the articles of incorporation nor elected at the time the amendment was adopted.
        (4) If the amendment was adopted by the directors
    
without shareholder action, a statement that the amendment was adopted by a majority of the directors and that shareholder action was not required.
        (5) Where the amendment was approved by the
    
shareholders:
            (i) a statement that the amendment was adopted at
        
a meeting of shareholders by the affirmative vote of the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such amendment, as provided by the articles of incorporation; or
            (ii) a statement that the amendment was adopted
        
by written consent signed by the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such amendment, as provided by the articles of incorporation, and in accordance with Section 7.10 of this Act.
        (6) If the amendment provides for an exchange,
    
reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, then a statement of the manner in which such amendment shall be effected.
        (7) If the amendment effects a change in the amount
    
of paid-in capital, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of paid-in capital as changed by such amendment.
        (8) If the amendment restates the articles of
    
incorporation, the amendment shall so state and shall set forth:
            (i) the text of the articles as restated;
            (ii) the date of incorporation, the name under
        
which the corporation was incorporated, subsequent names, if any, that the corporation adopted pursuant to amendment of its articles of incorporation, and the effective date of any such amendments;
            (iii) the address of the registered office and
        
the name of the registered agent on the date of filing the restated articles; and
            (iv) the number of shares of each class issued on
        
the date of filing the restated articles and the amount of paid-in capital as of such date.
        The articles as restated must include all the
    
information required by subsection (a) of Section 2.10, except that the articles need not set forth the information required by paragraphs 3, 4 or 6 thereof. If any provision of the articles of incorporation is amended in connection with the restatement, the articles of amendment shall clearly identify such amendment.
        (9) If, pursuant to Section 10.35, the amendment is
    
to become effective subsequent to the date on which the certificate of amendment is issued, the date on which the amendment is to become effective.
        (10) If the amendment revives the articles of
    
incorporation and extends the period of corporate duration, the amendment shall so state and shall set forth:
            (i) the date the period of duration expired under
        
the articles of incorporation;
            (ii) a statement that the period of duration will
        
be perpetual, or, if a limited duration is to be provided, the date to which the period of duration is to be extended; and
            (iii) a statement that the corporation has been
        
in continuous operation since before the date of expiration of its original period of duration.
    (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.)