(805 ILCS 105/Art. 11 heading) ARTICLE 11. MERGER AND CONSOLIDATION

(805 ILCS 105/111.05) (from Ch. 32, par. 111.05)

Sec. 111.05. Right to merge or consolidate. Any two or more corporations may merge into one such corporation or consolidate into a new corporation by adopting a plan of merger or consolidation setting forth:

(a) The names of the corporations proposing to merge or consolidate, and in the case of a merger, the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation, or in the case of a consolidation, the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation;

(b) The terms and conditions of the proposed merger or consolidation;

(c) In the case of a merger, a statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger, or in the case of a consolidation and with respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this Act; and

(d) 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 articles of consolidation by the Secretary of State.

(Source: P.A. 84-1423.)

(805 ILCS 105/111.10) (from Ch. 32, par. 111.10)

Sec. 111.10. Merger of Domestic Corporation into Body Corporate and Politic. A domestic corporation which carries on athletic sports and promotes athletic interests among students of a State university with which it is affiliated may be merged into a body corporate and politic which manages and governs the State university. The domestic not-for-profit corporation and the body corporate and politic may accomplish such merger by adopting a plan of merger setting forth:

(a) The names of the domestic corporation and the body corporate and politic which propose to merge; and the name of the body corporate and politic into which they propose to merge, which is hereinafter designated as the surviving corporation;

(b) The terms and conditions of the proposed merger; and

(c) Such other provisions with respect to the proposed merger as are deemed necessary or desirable, including provisions, if any, under which the proposed merger may be abandoned prior to the filing of Articles of Merger in the office of the Secretary of State.

(Source: P.A. 86-6.)

(805 ILCS 105/111.15) (from Ch. 32, par. 111.15)

Sec. 111.15. Merger or consolidation by directors. Where a corporation has no members or no members entitled to vote on mergers or consolidations, a plan thereof shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.

(Source: P.A. 84-1423.)

(805 ILCS 105/111.20) (from Ch. 32, par. 111.20)

Sec. 111.20. Merger or consolidation by directors and members. Where a corporation has members entitled to vote on mergers or consolidations, a plan thereof shall be adopted in the following manner:

(a) The board of directors shall adopt a resolution approving the plan and directing that it be submitted to a vote at a meeting of members entitled to vote on mergers or consolidations, which may be either an annual or a special meeting.

(b) Written or printed notice setting forth the proposed plan or a summary thereof shall be given to each member 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 members. If such meeting be an annual meeting, the proposed plan, or a summary as aforesaid, may be included in the notice of such annual meeting.

(c) At such meeting, at which there is a quorum of members, a vote of the members entitled to vote on the proposed plan shall be taken. The proposed plan shall be adopted by receiving the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy, unless any class of members is entitled to vote as a class in respect thereof, in which event the proposed plan shall be adopted by receiving the affirmative vote of at least 2/3 of the votes of the class present and voted either in person or by proxy.

(d) The articles of incorporation or the bylaws 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 which members entitled to vote on such merger or consolidation shall vote, either in person or by proxy, at a meeting at which there is a quorum.

(Source: P.A. 84-1423.)

(805 ILCS 105/111.25) (from Ch. 32, par. 111.25)

Sec. 111.25. Articles of merger or consolidation.

(a) Articles of merger or consolidation shall be executed by each corporation and filed in duplicate in accordance with Section 101.10 of this Act and shall set forth:

(1) the name of each corporation;

(2) the plan of merger or consolidation;

(3) as to each corporation where the plan of merger or consolidation was adopted pursuant to Section 111.15 of this Act:

(i) a statement that the plan received the affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or

(ii) a statement that the plan was adopted by written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act; and

(4) as to each corporation where the plan of merger or consolidation was adopted pursuant to Section 111.20 of this Act:

(i) a statement that the plan was adopted at a meeting of members by the affirmative vote of members having not less than the minimum number of votes necessary to adopt the plan, as provided by this Act, the articles of incorporation, or the bylaws, and the date of the meeting; or

(ii) a statement that the plan was adopted by written consent, signed by members having not less than the minimum number of votes necessary to adopt the plan, as provided by this Act, the articles of incorporation or the bylaws, in compliance with Section 107.10 of this Act.

(b) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of merger or consolidation.

(Source: P.A. 102-558, eff. 8-20-21.)

(805 ILCS 105/111.35) (from Ch. 32, par. 111.35)

Sec. 111.35. Merger or consolidation of domestic and foreign corporations. One or more domestic corporations and one or more foreign corporations may be merged or consolidated in the following manner, provided such merger or consolidation is permitted by the laws of the State or country 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 or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the State or country 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 or country other than this State, it shall comply with the provisions of this Act with respect to foreign corporations if it is to conduct its affairs 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

(2) An irrevocable appointment of the Secretary of State of this State as its agent to accept service of process in any such proceeding.

(c) The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, except, if the surviving or new corporation is to be governed by the laws of any State or country other than this State, only to the extent that the laws of such other State or country shall otherwise provide.

(Source: P.A. 84-1423.)

(805 ILCS 105/111.37) (from Ch. 32, par. 111.37)

Sec. 111.37. Merger of domestic corporations and domestic or foreign corporations for profit.

(a) One or more domestic corporations and one or more domestic or foreign corporations for profit may merge into one of such domestic corporations or consolidate into a new domestic corporation, provided that such merger or consolidation is permitted by the laws of the state or country under which each such foreign corporation for profit is organized.

(b) Each domestic corporation shall comply with the provisions of this Act with respect to the merger or consolidation of domestic corporations, each domestic corporation for profit shall comply with the provisions of the Business Corporation Act of 1983, as amended, with respect to merger or consolidation of domestic corporations for profit, 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 a certificate of authority to transact business in this State under the provisions of the Business Corporation Act of 1983, as amended, shall comply with the provisions of such Act with respect to merger or consolidation of foreign corporations for profit.

(c) The plan of merger or consolidation shall set forth, in addition to all matters required by Section 111.05 of this Act, the manner and basis of converting shares of each merging or consolidating domestic or foreign corporation for profit into membership or other interests of the surviving domestic corporation, or into cash, or into property, or into any combination of the foregoing.

(d) The effect of a merger or consolidation under this Section shall be the same as in the case of a merger or consolidation of domestic corporations.

(Source: P.A. 93-59, eff. 7-1-03.)

(805 ILCS 105/111.40) (from Ch. 32, par. 111.40)

Sec. 111.40. Effective date of merger or consolidation. The merger or consolidation shall become effective upon the filing of the articles of merger or consolidation 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 or consolidation by the Secretary of State, as may be provided for in the plan.

(Source: P.A. 92-33, eff. 7-1-01.)

(805 ILCS 105/111.45)

Sec. 111.45. (Repealed).

(Source: P.A. 92-33, eff. 7-1-01. Repealed by P.A. 96-1121, eff. 1-1-11.)

(805 ILCS 105/111.50) (from Ch. 32, par. 111.50)

Sec. 111.50. Effect of merger or consolidation. When such merger or consolidation has been effected:

(a) 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.

(b) The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease.

(c) 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; however, this subsection (c) does not apply to a surviving corporation which manages and governs a State university.

(d) Such surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public or private nature, of each of the merging or consolidating corporations; and all property, real, personal, and mixed, and all debts due on whatever account, 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.

(e) 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.

(f) 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.

(Source: P.A. 86-6; 86-697; 86-1028.)

(805 ILCS 105/111.55) (from Ch. 32, par. 111.55)

Sec. 111.55. Sale, lease or exchange of assets in usual and regular conduct of its affairs; mortgage or pledge of assets. The sale, lease, exchange 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 conduct of the affairs of the corporation, and a pledge or mortgage of the property and assets of a 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 for profit, domestic or foreign, as shall be authorized by its board of directors; and in such case no authorization or consent of the members entitled to vote shall be required.

(Source: P.A. 84-1423.)

(805 ILCS 105/111.60) (from Ch. 32, par. 111.60)

Sec. 111.60. Sale, lease or exchange of assets, other than in usual and regular conduct of its affairs. 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 the conduct of the affairs of the corporation, 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) Where a corporation has no members or no members entitled to vote on the sale, lease or exchange of assets, such action may be adopted by the board of directors upon receiving the affirmative vote of a majority of the directors in office.

(b) Where a corporation has members entitled to vote on the sale, lease or exchange of assets, such action may be adopted if:

(1) 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 members entitled to vote which may be either an annual or a special meeting.

(2) 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 member entitled to vote within the time and in the manner provided by this Act for the giving of notice of meetings of members. If such meeting be an annual meeting, such purpose may be included in the notice of such annual meeting.

(3) At such meeting the members 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 two-thirds of the votes present and voted either in person or by proxy unless any class of members is entitled to vote at a class in respect thereof, in which event the proposed action shall be adopted by receiving the affirmative vote of at least two-thirds of the votes of the class present and voted either in person or by proxy.

(4) After such authorization by a vote of members, 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 members entitled to vote.

(5) The articles of incorporation or the bylaws 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 votes which members entitled to vote on the matter shall vote, either in person or by proxy, at a meeting at which there is a quorum.

(Source: P.A. 84-1423.)