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Public Act 92-0033
SB725 Enrolled LRB9206483REdvA
AN ACT concerning business organizations.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Business Corporation Act of 1983 is
amended by changing Sections 1.10, 1.80, 2.10, 2.15, 2.20,
4.05, 5.05, 5.10, 5.20, 5.25, 5.30, 8.75, 9.20, 10.30, 10.35,
11.25, 11.30, 11.39, 11.40, 11.45, 12.20, 12.25, 12.35,
12.45, 12.80, 13.05, 13.10, 13.15, 13.20, 13.25, 13.30,
13.35, 13.40, 13.45, 13.50, 13.55, 13.60, 13.70, 14.05,
14.35, 15.10, 15.50, 15.55, 15.65, 15.70, 15.75, and 15.95 as
follows:
(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.
(2) All other documents shall be signed:
(i) By the president, a vice-president, the secretary,
an assistant secretary, the treasurer, or other officer duly
authorized by the board of directors of the corporation to
execute the document; or (i) By the president or a
vice-president and verified by him or her, and attested by
the secretary or an assistant secretary (or by such officers
as may be duly authorized to exercise the duties,
respectively, ordinarily exercised by the president or
vice-president and by the secretary or assistant secretary of
a corporation); or
(ii) If it shall appear from the document that there are
no such officers, then by a majority of the directors or by
such directors as may be designated by the board; or
(iii) If it shall appear from the document that 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
(iv) By the holders of all outstanding shares; or
(v) If the corporate assets are in the possession of a
receiver, trustee or other court appointed officer, then by
the fiduciary or the majority of them if there are more than
one.
(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
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.
(2) The signature, without more, of the person or
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.
(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 or
triplicate as provided by this Act, one or two true copy
copies, which may be signed, carbon or photocopy photo
copies, shall be delivered to the office of the Secretary of
State.
(2) All fees, taxes and charges authorized by law to be
collected by the Secretary of State in connection with the
filing of the document shall be tendered to the Secretary of
State.
(3) If the Secretary of State finds that the document
conforms to law, he or she shall, when all fees, taxes and
charges have been paid as in this Act prescribed:
(i) Endorse on the original and on the each true copy,
if any, the word "filed" and the month, day and year thereof;
(ii) File the original in his or her office;
(iii) (Blank) Where so provided by this Act, issue a
certificate or certificates, as the case may be, to which he
or she shall affix the true copy or true copies; or
(iv) If the filing is in duplicate, he or she shall
return one true copy, with a certificate, if any, affixed
thereto, to the corporation or its representative who shall
file such document for record in the office of the recorder
of the county in which the registered office of the
corporation is situated in this State within 15 days after
the mailing thereof by the Secretary of State, unless such
document cannot with reasonable diligence be filed within
such time, in which case it shall be filed as soon thereafter
as may be reasonably possible. , or
(v) If the filing is in triplicate, he or she shall
return one true copy, with a certificate, if any, affixed
thereto, to the corporation or its representative and file
the second true copy in the office of the recorder of the
county in which the registered office of the corporation is
situated in this State, to be recorded by such recorder.
(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. 84-924.)
(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 on the certificate of filing the
articles of incorporation prescribed by issued under
Section 2.10 of this Act, in the case of a domestic
corporation;
(2) the date on the certificate of filing the
application for authority prescribed by issued under
Section 13.15 of this Act, in the case of a foreign
corporation; or
(3) the date on the certificate of filing the
articles of consolidation prescribed by issued under
Section 11.25 of this Act in the case of a consolidation,
unless the plan of consolidation provides for a delayed
effective date, pursuant to Section 11.40.
(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 the person at his, her or its address as it appears on
the records of the corporation, with sufficient
first-class postage prepaid thereon.
(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 a certificate of
authority, "taxable period" means that period commencing with
the filing of the articles issuance of a certificate of
incorporation or, in the case of a foreign corporation, of
filing of the application for a certificate of 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.
(Source: P.A. 89-508, eff. 7-3-96; 90-301, eff. 8-1-97;
90-421, eff. 1-1-98; 90-655, eff. 7-30-98.)
(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
satisfies the requirements of this Act;
(2) the purpose or purposes for which the
corporation is organized, which may be stated to be, or
to include, the transaction of any or all lawful
businesses for which corporations may be incorporated
under this Act;
(3) the address of the corporation's initial
registered office and the name of its initial registered
agent at that office;
(4) the name and address of each incorporator;
(5) the number of shares of each class the
corporation is authorized to issue;
(6) the number and class of shares which the
corporation proposes to issue without further report to
the Secretary of State, and the consideration to be
received, less expenses, including commissions, paid or
incurred in connection with the issuance of shares, by
the corporation therefor. If shares of more than one
class are to be issued, the consideration for shares of
each class shall be separately stated;
(7) if the shares are divided into classes, the
designation of each class and a statement of the
designations, preferences, qualifications, limitations,
restrictions, and special or relative rights with respect
to the shares of each class; and
(8) if the corporation may issue the shares of any
preferred or special class in series, then the
designation of each series and a statement of the
variations in the relative rights and preferences of the
different series, if the same are fixed in the articles
of incorporation, or a statement of the authority vested
in the board of directors to establish series and
determine the variations in the relative rights and
preferences of the different series.
(b) The articles of incorporation may set forth:
(1) the names and business residential addresses of
the individuals who are to serve as the initial
directors;
(2) provisions not inconsistent with law with
respect to:
(i) managing the business and regulating the
affairs of the corporation;
(ii) defining, limiting, and regulating the
rights, powers and duties of the corporation, its
officers, directors and shareholders;
(iii) authorizing and limiting the preemptive
right of a shareholder to acquire shares, whether
then or thereafter authorized;
(iv) an estimate, expressed in dollars, of the
value of all the property to be owned by the
corporation for the following year, wherever
located, and an estimate of the value of the
property to be located within this State during such
year, and an estimate, expressed in dollars, of the
gross amount of business which will be transacted by
it during such year and an estimate of the gross
amount thereof which will be transacted by it at or
from places of business in this State during such
year; or
(v) superseding any provision of this Act that
requires for approval of corporate action a
two-thirds vote of the shareholders 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.
(3) a provision eliminating or limiting the
personal liability of a director to the corporation or
its shareholders for monetary damages for breach of
fiduciary duty as a director, provided that the provision
does not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) for acts or
omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under
Section 8.65 of this Act, or (iv) for any transaction
from which the director derived an improper personal
benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring
before the date when the provision becomes effective.
(4) any provision that under this Act is required
or permitted to be set forth in the articles of
incorporation or by-laws.
(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 issue a certificate of incorporation.
(Source: P.A. 88-43; 88-151; 88-670, eff. 12-2-94.)
(805 ILCS 5/2.15) (from Ch. 32, par. 2.15)
Sec. 2.15. Effect of issuance of certificate of
incorporation. Upon the filing of the articles issuance of
the certificate of incorporation by the Secretary of State,
the corporate existence shall begin, and such filing
certificate of incorporation 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. 83-1025.)
(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 issuance of the articles certificate 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 so
require or the shareholders so determine;
(3) such other matters as shall be stated in the notice
of the meeting.
(4) In lieu of a meeting, shareholder action may be
taken by consent in writing pursuant to Section 7.10 of this
Act.
(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
adopted them;
(2) electing officers; and
(3) transacting such other business as may come before
the meeting.
(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. 83-1025.)
(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 word or abbreviation in such name, the word
"corporation", "company", "incorporated", or "limited",
or an abbreviation of one of such words, and if the name
of a foreign corporation does not contain, separate and
apart from any other word or abbreviation, one of such
words or abbreviations, the corporation shall add at the
end of its name, as a separate word or abbreviation, one
of such words or an abbreviation of one of such words.
(2) Shall not contain any word or phrase which
indicates or implies that the corporation (i) is
authorized or empowered to conduct the business of
insurance, assurance, indemnity, or the acceptance of
savings deposits; (ii) is authorized or empowered to
conduct the business of banking unless otherwise
permitted by the Commissioner of Banks and Real Estate
pursuant to Section 46 of the Illinois Banking Act; or
(iii) is authorized or empowered to be in the business of
a corporate fiduciary unless otherwise permitted by the
Commissioner of Banks and Real Estate under Section 1-9
of the Corporate Fiduciary Act. The word "trust",
"trustee", or "fiduciary" may be used by a corporation
only if it has first complied with Section 1-9 of the
Corporate Fiduciary Act. The word "bank", "banker" or
"banking" may only be used by a corporation if it has
first complied with Section 46 of the Illinois Banking
Act.
(3) Shall be distinguishable upon the records in
the office of the Secretary of State from the corporate
name or assumed corporate name of any domestic
corporation or limited liability company organized under
the Limited Liability Company Act, whether profit or not
for profit, existing under any Act of this State or of
the name or assumed name of any foreign corporation or
foreign limited liability company registered under the
Limited Liability Company Act, whether profit or not for
profit, authorized to transact business in this State, or
a name the exclusive right to which is, at the time,
reserved or registered in the manner provided in this Act
or Section 1-15 of the Limited Liability Company Act,
except that, subject to the discretion of the Secretary
of State, a foreign corporation that has a name
prohibited by this paragraph may be issued a certificate
of authority to transact business in this State, if the
foreign corporation:
(i) Elects to adopt an assumed corporate name
or names in accordance with Section 4.15 of this
Act; and
(ii) Agrees in its application for a
certificate of authority to transact business in
this State only under such assumed corporate name or
names.
(4) Shall contain the word "trust", if it be a
domestic corporation organized for the purpose of
accepting and executing trusts, shall contain the word
"pawners", if it be a domestic corporation organized as a
pawners' society, and shall contain the word
"cooperative", if it be a domestic corporation organized
as a cooperative association for pecuniary profit.
(5) Shall not contain a word or phrase, or an
abbreviation or derivation thereof, the use of which is
prohibited or restricted by any other statute of this
State unless such restriction has been complied with.
(6) Shall consist of letters of the English
alphabet, Arabic or Roman numerals, or symbols capable of
being readily reproduced by the office of the Secretary
of State.
(7) Shall be the name under which the corporation
shall transact business in this State unless the
corporation shall also elect to adopt an assumed
corporate name or names as provided in this Act;
provided, however, that the corporation may use any
divisional designation or trade name without complying
with the requirements of this Act, provided the
corporation also clearly discloses its corporate name.
(8) (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",
"incorporated", or "limited", "limited liability" or an
abbreviation of one of such words;
(2) articles, conjunctions, contractions,
abbreviations, different tenses or number of the same
word;
(c) Nothing in this Section or Sections 4.15 or 4.20
shall:
(1) Require any domestic corporation existing or
any foreign corporation having a certificate of authority
on the effective date of this Act, to modify or otherwise
change its corporate name or assumed corporate name, if
any.
(2) Abrogate or limit the common law or statutory
law of unfair competition or unfair trade practices, nor
derogate from the common law or principles of equity or
the statutes of this State or of the United States with
respect to the right to acquire and protect copyrights,
trade names, trade marks, service names, service marks,
or any other right to the exclusive use of names or
symbols.
(Source: P.A. 89-508, eff. 7-3-96; 90-575, eff. 3-20-98.)
(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 a
certificate of 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 be,
the same as its place of business in this State.
(b) A registered agent, which agent may be either an
individual, resident in this State, whose business office is
identical with such registered office, or a domestic
corporation or a foreign corporation authorized to transact
business in this State that is authorized by its articles of
incorporation to act as such agent, having a business office
identical with such registered office.
(c) The address, including street and number, or rural
route number, of the initial registered office, and the name
of the initial registered agent of each corporation organized
under this Act shall be stated in its articles of
incorporation; and of each foreign corporation shall be
stated in its application for a certificate of authority to
transact business in this State.
(d) 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 five 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.
(e) In the event of revocation of the a certificate of
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. 85-1269.)
(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 so indicating in the statement
of change on the annual report of that corporation filed
pursuant to Section 14.10 of this Act or 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
rural route number, of its then registered office.
(3) If the address of its registered office be
changed, the address, including street and number, or
rural route number, to which the registered office is to
be changed.
(4) The name of its then registered agent.
(5) If its registered agent be changed, the name of
its successor registered agent.
(6) That the address of its registered office and
the address of the business office of its registered
agent, as changed, will be identical.
(7) That such change was authorized by resolution
duly adopted by the board of directors.
(c) A legible copy of the statement of change as on the
annual report returned by the Secretary of State shall be
filed for record within the time prescribed by this Act in
the office of the Recorder of the county in which the
registered office of the corporation in this State was
situated before the filing of that statement in the Office of
the Secretary of State. (Blank).
(d) If the registered office is changed from one county
to another county, then the corporation shall also file for
record within the time prescribed by this Act in the office
of the recorder of the county to which such registered office
is changed:
(1) In the case of a domestic corporation:
(i) A copy of its articles of incorporation
certified by the Secretary of State.
(ii) A copy of the statement of change of
address of its registered office, certified by the
Secretary of State.
(2) In the case of a foreign corporation:
(i) A copy of its application for certificate
of authority to transact business in this State,
with a copy of its application therefor affixed
thereto, certified by the Secretary of State.
(ii) A copy of all amendments to such
certificate of authority, if any, likewise certified
by the Secretary of State.
(iii) A copy of the statement of change of
address of its registered office certified by the
Secretary of State.
(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. 91-357, eff. 7-29-99.)
(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 so indicating in the
statement of change on the annual report of that corporation
filed pursuant to Section 14.10 of this Act or 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 rural
route number, of its then registered office.
(3) The address, including street and number, or rural
route number, to which the registered office is to be
changed.
(4) The name of its registered agent.
(5) That the address of its registered office and the
address of the business office of its registered agent, as
changed, will be identical.
Such statement shall be executed by the registered agent.
(b) If the registered office is changed from one county
to another county, then the corporation shall also file for
record within the time prescribed by this Act in the office
of the recorder of the county to which such registered office
is changed:
(1) In the case of a domestic corporation:
(i) A copy of its articles of incorporation certified by
the Secretary of State.
(ii) A copy of the statement of change of address of its
registered office, certified by the Secretary of State.
(2) In the case of a foreign corporation:
(i) A copy of its application for certificate of
authority to transact business in this State with a copy of
its application therefor affixed thereto, certified by the
Secretary of State.
(ii) A copy of all amendments to such certificate of
authority, if any, likewise certified by the Secretary of
State.
(iii) A copy of the statement of change of address of
its registered office certified by the Secretary of State.
(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. 85-1269.)
(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 a certificate of 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 a certificate of authority upon
whom any process, notice or demand may be served:
(1) Whenever the corporation shall fail to appoint or
maintain a registered agent in this State, or
(2) Whenever the corporation's registered agent cannot
with reasonable diligence be found at the registered office
in this State, or
(3) When a domestic corporation has been dissolved, the
conditions of paragraph (1) or paragraph (2) exist, and a
civil action, suit or proceeding is instituted against or
affecting the corporation within the five years after the
issuance of a certificate of dissolution or the filing of a
judgment of dissolution, or
(4) When a domestic corporation has been dissolved, the
conditions of paragraph (1) or paragraph (2) exist, and a
criminal proceeding has been instituted against or affecting
the corporation, or
(5) When the certificate of authority of a foreign
corporation to transact business in this State has been
revoked.
(c) Service under subsection (b) shall be made by:
(1) Service on the Secretary of State, or on any clerk
having charge of the corporation division department of his
or her office, of a copy of the process, notice or demand,
together with any papers required by law to be delivered in
connection with service, and a fee as prescribed by
subsection (b) of Section 15.15 of this Act;
(2) Transmittal by the person instituting the action,
suit or proceeding of notice of the service on the Secretary
of State and a copy of the process, notice or demand and
accompanying papers to the corporation being served, by
registered or certified mail:
(i) At the last registered office of the corporation as
shown by the records on file in the office of the Secretary
of State; and
(ii) At such address the use of which the person
instituting the action, suit or proceeding knows or, on the
basis of reasonable inquiry, has reason to believe, is most
likely to result in actual notice; and
(3) Appendage, by the person instituting the action,
suit or proceeding, of an affidavit of compliance with this
Section, in substantially such form as the Secretary of State
may by rule or regulation prescribe, to the process, notice
or demand.
(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. 85-1344.)
(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 a certificate of 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. 84-924.)
(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 or agent 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) and (b)
(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) or (b). Such determination
shall be made with respect to a person who is a director or
officer at the time of the determination: (1) by the majority
vote of the directors who are (1) by the board of directors
by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, even
though less than a quorum, (2) by a committee of the
directors designated by a majority vote of the directors,
even though less than a quorum, (3) if there are no such
directors, or if the directors so direct, or (2) if such a
quorum is not obtainable, or, even if obtainable, if a quorum
of disinterested directors so directs, by independent legal
counsel in a written opinion, or (4) (3) by the shareholders.
(e) Expenses (including attorney's fees) incurred by an
officer or director 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 the
director or , officer , employee or agent to repay such
amount if it shall ultimately be determined that such person
he or she 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 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.
(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. 91-464, eff. 1-1-00.)
(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. A reduction in paid-in capital reported
pursuant to this subsection shall have no effect for any
purpose under this Act with respect to a taxable year ending
before the report is filed.
(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, or 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. 90-421, eff. 1-1-98.)
(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 issue a certificate of amendment.
(Source: P.A. 84-924.)
(805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
Sec. 10.35. Effect of certificate 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 issuance of the
certificate of amendment by the Secretary of State; or
(2) the time established under the articles of
amendment, not to exceed 30 days after the filing of the
articles issuance of the certificate of amendment by the
Secretary of State.
(b) If the amendment is made in accordance with the
provisions of Section 10.40, upon the filing of the articles
issuance of the certificate 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 issuance of the certificate
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. 91-464, eff. 1-1-00.)
(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 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 plan, as provided by the
articles of incorporation of the respective corporations; or
(ii) a statement that the plan was adopted by a consent
in writing signed by the holders of outstanding shares having
not less than the minimum number of votes necessary to adopt
such plan, as provided by the articles of incorporation of
the respective corporations, and in accordance with Section
7.10 of this Act.
(b) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
issue a certificate of merger, consolidation, or share
exchange.
(Source: P.A. 83-1025.)
(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
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, 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 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, the Secretary of State shall file the articles
issue a certificate 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. 88-151.)
(805 ILCS 5/11.39)
Sec. 11.39. Merger of domestic corporation and limited
liability company.
(a) Any one or more domestic corporations may merge with
or into one or more limited liability companies 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 company or companies 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 company,
which may be any one of these limited liability companies,
which shall be a domestic corporation or limited liability
company 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
corporations and limited liability company or companies
proposing to merge and the name of the domestic
corporation or limited liability company into which they
propose to merge, which is designated as the surviving
entity.
(2) The terms and conditions of the proposed merger
and the mode of carrying the same into effect.
(3) The manner and basis of converting the shares
of each domestic corporation and the interests of each
limited liability company into shares, interests,
obligations, other securities of the surviving entity or
into cash or other property or any combination of the
foregoing.
(4) In the case of a merger in which a domestic
corporation is the surviving entity, a statement of any
changes in the articles of incorporation of the surviving
corporation to be effected by the merger.
(5) Any other provisions with respect to the
proposed merger that are deemed necessary or desirable,
including provisions, if any, under which the proposed
merger may be abandoned prior to the filing of the
articles of merger by the Secretary of State of this
State.
(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 company, in accordance with the terms of
its operating 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 company and filed with the Secretary of State as
provided in Section 11.25 of this Act and shall be recorded
with respect to each constituent corporation as provided in
Section 11.45 of this Act. 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 company of
this State, as well as for enforcement of any obligation of
the surviving corporation or limited liability company
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 companies.
(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
company 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. 90-424, eff. 1-1-98.)
(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 the issuance of the
certificate 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 issuance of the certificate
by the Secretary of State, as may be provided for in the
plan.
(Source: P.A. 88-151.)
(805 ILCS 5/11.45) (from Ch. 32, par. 11.45)
Sec. 11.45. Recording of certificate and articles of
merger, consolidation or exchange. A copy of the articles of
merger, consolidation or exchange as filed by the Secretary
of State The certificate of merger with the copy of the
articles of merger affixed thereto by the Secretary of State,
or the certificate of consolidation with the copy of the
articles of consolidation affixed thereto by the Secretary of
State, or the certificate of exchange with the copy of the
articles of exchange affixed thereto by the Secretary of
State, shall be returned to the surviving or new or acquiring
corporation, as the case may be, or to its representative,
and such certificate and articles, or a copy thereof
certified by the Secretary of State, shall be filed for
record within the time prescribed by Section 1.10 of this Act
in the office of the Recorder of each county in which the
registered office of each merging or consolidating or
acquiring corporation may be situated, and in the case of a
consolidation, in the office of the Recorder of the county in
which the registered office of the new corporation shall be
situated and, in the case of a share exchange, in the office
of the Recorder of the county in which the registered office
of the corporation whose shares were acquired shall be
situated.
(Source: P.A. 83-1362.)
(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
copy of any process against the corporation that may be
served on the Secretary of State.
(4) A statement of the aggregate number of issued
shares of the corporation itemized by classes and series,
if any, within a class, as of the date of execution.
(5) A statement of the amount of paid-in capital of
the corporation as of the date of execution.
(6) Such additional information as may be necessary
or appropriate in order to determine any unpaid fees or
franchise taxes payable by such corporation as in this
Act prescribed.
(7) Where dissolution is authorized pursuant to
Section 12.05, a statement that a majority of
incorporators or majority of directors, as the case may
be, have consented to the dissolution and that all
provisions of Section 12.05 have been complied with.
(8) Where dissolution is authorized pursuant to
Section 12.10, a statement that the holders of all the
outstanding shares entitled to vote on dissolution have
consented thereto.
(9) Where dissolution is authorized pursuant to
Section 12.15, a statement that a resolution proposing
dissolution has been 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 resolution as provided by the
articles of incorporation.
(b) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
issue a certificate of dissolution.
(c) The dissolution is effective on the date of the
filing of the articles issuance of the certificate thereof by
the Secretary of State.
(Source: P.A. 86-985.)
(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
revoked.
(3) A statement that the corporation has not begun to
distribute its assets nor has it commenced a proceeding for
court-supervision of its winding up.
(4) The date the revocation of dissolution was
authorized.
(5) A statement that the corporation's board of
directors (or incorporators) revoked the dissolution.
(d) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
issue a certificate 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 the issuance of the certificate thereof by the
Secretary of State and shall relate back and take effect as
of the date of issuance of the certificate of dissolution and
the corporation may resume carrying on business as if
dissolution had never occurred.
(Source: P.A. 84-1412.)
(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; or
(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; or
(e) (c) it has failed to appoint and maintain a
registered agent in this State.
(Source: P.A. 86-985.)
(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 within five years 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
corporation of all reports then due and theretofore becoming
due.
(3) The payment to the Secretary of State by the
corporation of all fees, franchise taxes, and penalties then
due and theretofore becoming due.
(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
issuance of the certificate of dissolution.
(2) If such name is not available for use as determined
by the Secretary of State at the time of filing the
application for reinstatement, the name of the corporation as
changed, provided however, and any change of name is properly
effected pursuant to Section 10.05 and Section 10.30 of this
Act.
(3) The date of the issuance of the certificate of
dissolution.
(4) The address, including street and number, or rural
route number of the registered office of the corporation upon
reinstatement thereof, and the name of its registered agent
at such address upon the reinstatement of the corporation,
provided however, that any change from either the registered
office or the registered agent at the time of dissolution is
properly reported pursuant to Section 5.10 of this Act.
(c) When a dissolved corporation has complied with the
provisions of this Sec the Secretary of State shall file the
application for issue a certificate of reinstatement.
(d) Upon the filing of the application for issuance of
the certificate of reinstatement, the corporate existence
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 officers, directors and
shareholders, acting or purporting to act as such, which
would have been legal and valid but for such dissolution,
shall stand ratified and confirmed.
(Source: P.A. 86-381.)
(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 by the Secretary of State, (3)
or (2) by a judgment of dissolution by a circuit court of
this State, or (4) (3) 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 incurred, prior to 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.
(Source: P.A. 85-1344.)
(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 a certificate of
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 a certificate of authority to transact business in
this State, but no foreign corporation shall be entitled to
procure a certificate of 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 a certificate of 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 a
certificate of 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 a certificate of 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. 90-424, eff. 1-1-98; 91-593, eff. 8-14-99.)
(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 a certificate of authority to transact business
under this Act shall, until a certificate of revocation has
been issued or an application for of withdrawal shall have
been filed issued 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 certificate of authority
is granted issued; 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. 83-1025.)
(805 ILCS 5/13.15) (from Ch. 32, par. 13.15)
Sec. 13.15. Application for certificate of authority.
(a) A foreign corporation, in order to procure a certificate
of 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
thereto required in order to comply with Section 4.05 of this
Act together with the state or country under the laws of
which it is organized.
(2) The date of its incorporation and the period of its
duration.
(3) The address, including street and number, or rural
route number, of its principal office.
(4) The address, including street and number, if any, of
its proposed registered office in this State, and the name of
its proposed registered agent in this State at such address.
(5) (Blank.) The names of the states and countries, if
any, in which it is admitted or qualified to transact
business.
(6) The purpose or purposes for which it was organized
which it proposes to pursue in the transaction of business in
this State.
(7) The names and respective residential addresses,
including street and number, or rural route number, of its
directors and officers.
(8) A statement of the aggregate number of shares which
it has authority to issue, itemized by classes, and series,
if any, within a class.
(9) A statement of the aggregate number of its issued
shares itemized by classes, and series, if any, within a
class.
(10) A statement of the amount of paid-in capital of the
corporation, as defined in this Act.
(11) An estimate, expressed in dollars, of the value of
all the property to be owned by it for the following year,
wherever located, and an estimate of the value of the
property to be located within this State during such year,
and an estimate, expressed in dollars, of the gross amount of
business which will be transacted by it during such year and
an estimate of the gross amount thereof which will be
transacted by it at or from places of business in this State
during such year.
(12) In the case of telegraph, telephone, cable,
railroad, or pipe line corporations, the total length of such
telephone, telegraph, cable, railroad, or pipe line and the
length of the line located in this State, and the total value
of such line and the value of such line in this State.
(13) Such additional information as may be necessary or
appropriate in order to enable the Secretary of State to
determine whether such corporation is entitled to be granted
a certificate of authority to transact business in this State
and to determine and assess the franchise taxes, fees, and
charges payable as in this Act prescribed.
(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 issue a certificate of authority.
(Source: P.A. 85-1269.)
(805 ILCS 5/13.20) (from Ch. 32, par. 13.20)
Sec. 13.20. Effect of certificate of authority. Upon the
filing of the application for issuance of a certificate of
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. 83-1025.)
(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 a certificate of 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. 83-1025.)
(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 certificate of authority, nor extend the
duration of its corporate existence.
(Source: P.A. 83-1025.)
(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 a new or an amended
certificate of 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. 83-1025.)
(805 ILCS 5/13.40) (from Ch. 32, par. 13.40)
Sec. 13.40. Amended certificate of authority. A foreign
corporation authorized to transact business in this State
shall secure an amended certificate of 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 a certificate of authority, by
making application therefor to the Secretary of State.
The application shall set forth:
(1) The name of the corporation, with any additions
required in order to comply with Section 4.05 of this
Act, together with the state or country under the laws of
which it is organized.
(2) The change to be effected.
(Source: P.A. 88-151.)
(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 procuring from the
Secretary of State an application for a certificate of
withdrawal. In order to procure such certificate of
withdrawal, the such foreign corporation shall either:
(a) execute and file in duplicate, in accordance
with Section 1.10 of this Act, an application for
withdrawal and a final report, which shall set forth:
(1) that no proportion of its issued shares
is, on the date of the such application, represented
by business transacted or property located in this
State;.
(2) that it surrenders its authority to
transact business in this State;.
(3) that it revokes the authority of its
registered agent in this State to accept service of
process and consents that service of process in any
suit, action, or proceeding based upon any cause of
action arising in this State during the time the
corporation was licensed to transact business in
this State may thereafter be made on the such
corporation by service thereof on the Secretary of
State;.
(4) a post-office address to which may be
mailed a copy of any process against the corporation
that may be served on the Secretary of State;.
(5) the name of the corporation and the state
or country under the laws of which it is organized;.
(6) a statement of the aggregate number of
issued shares of the corporation itemized by
classes, and series, if any, within a class, as of
the date of the such final report;.
(7) a statement of the amount of paid-in
capital of the corporation as of the date of the
such final report; and.
(8) such additional information as may be
necessary or appropriate in order to enable the
Secretary of State to determine and assess any
unpaid fees or franchise taxes payable by the such
foreign corporation as prescribed in this Act
prescribed; or
(b) if it has been dissolved, file a copy of the
articles of dissolution duly authenticated by the proper
officer of the state or country under the laws of which
the such corporation was organized.
(c) The application for withdrawal and the final report
shall be made on forms prescribed and furnished by the
Secretary of State.
(d) When the corporation has complied with subsection (a)
or (b) of this Section, the Secretary of State shall file the
application for issue a certificate of 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
with one copy of the certificate of withdrawal affixed
thereto, mail the original certificate to the corporation or
its representative.
Upon the filing of the application for issuance of such
certificate of withdrawal or copy of the articles of
dissolution, the authority of the corporation to transact
business in this State shall cease.
(Source: P.A. 91-464, eff. 1-1-00; revised 3-21-00.)
(805 ILCS 5/13.50) (from Ch. 32, par. 13.50)
Sec. 13.50. Grounds for revocation of certificate of
authority. The certificate of 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) Upon the failure of the corporation to file for
record in the office of the recorder of the county in which
its registered office is situated, its certificate of
authority or any amended certificate of authority to transact
business in this State, or any appointment of registered
agent.
(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.
(Source: P.A. 83-1362.)
(805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
Sec. 13.55. Procedure for revocation of certificate of
authority. (a) After the Secretary of State determines that
one or more grounds exist under Section 13.50 for the
revocation of a certificate 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
within 90 days following such notice, the Secretary of State
shall thereupon revoke the certificate of authority of the
corporation by issuing a certificate of revocation that
recites the grounds for revocation and its effective date.
The Secretary of State shall file the original of the
certificate in his or her office, mail one copy to the
corporation at its registered office and file one copy for
record in the office of the recorder of the county in which
the registered office of the corporation in this State is
situated, to be recorded by such recorder. The recorder shall
submit for payment to the Secretary of State, on a quarterly
basis, the amount of filing fees incurred.
(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. 85-1269.)
(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 within five years
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
corporation of all reports then due and theretofore becoming
due.
(3) The payment to the Secretary of State by the
corporation of all fees, franchise taxes, and penalties then
due and theretofore becoming due.
(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
issuance of the certificate of revocation.
(2) If such name is not available for use as determined
by the Secretary of State at the time of filing the
application for reinstatement, the name of the corporation as
changed; provided, however, that any change of name is
properly effected pursuant to Section 13.30 and Section 13.40
of this Act.
(3) The date of the issuance of the certificate of
revocation.
(4) The address, including street and number, or rural
route number, of the registered office of the corporation
upon reinstatement thereof, and the name of its registered
agent at such address upon the reinstatement of the
corporation; provided, however, that any change from either
the registered office or the registered agent at the time of
revocation is properly reported pursuant to Section 5.10 of
this act.
(c) When a revoked corporation has complied with the
provisions of this Section, the Secretary of State shall file
the application for issue a certificate of reinstatement.
(d) Upon the filing of the application for issuance of
the certificate of 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 certificate of
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. 85-1269.)
(805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
Sec. 13.70. Transacting business without certificate of
authority.
(a) No foreign corporation transacting business in this
State without a certificate of authority to do so is
permitted to maintain a civil action in any court of this
State, until the corporation obtains that a certificate of
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 a certificate of 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 a
certificate of 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 a certificate of authority is liable to
this State, for the years or parts thereof during which it
transacted business in this State without a certificate of
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 a certificate of 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 obtain a
certificate of 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 a certificate of authority therefor,
whichever penalty is greater. The Attorney General shall
bring proceedings to recover all amounts due this State under
this Section.
(Source: P.A. 87-516.)
(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
rural route number, of its registered office in this
State, and the name of its registered agent at that
address and a statement of change of its registered
office or registered agent, or both, if any.
(c) The address, including street and number, or
rural route number, of its principal office.
(d) The names and respective business residential
addresses, including street and number, or rural route
number, of its directors and officers.
(e) A statement of the aggregate number of shares
which the corporation has authority to issue, itemized by
classes and series, if any, within a class.
(f) A statement of the aggregate number of issued
shares, itemized by classes, and series, if any, within a
class.
(g) A statement, expressed in dollars, of the
amount of paid-in capital of the corporation as defined
in this Act.
(h) Either a statement that (1) all the property of
the corporation is located in this State and all of its
business is transacted at or from places of business in
this State, or the corporation elects to pay the annual
franchise tax on the basis of its entire paid-in capital,
or (2) a statement, expressed in dollars, of the value of
all the property owned by the corporation, wherever
located, and the value of the property located within
this State, and a statement, expressed in dollars, of the
gross amount of business transacted by the corporation
and the gross amount thereof transacted by the
corporation at or from places of business in this State
as of the close of its fiscal year on or immediately
preceding the last day of the third month prior to the
anniversary month or in the case of a corporation which
has established an extended filing month, as of the close
of its fiscal year on or immediately preceding the last
day of the third month prior to the extended filing
month; however, in the case of a domestic corporation
that has not completed its first fiscal year, the
statement with respect to property owned shall be as of
the last day of the third month preceding the anniversary
month and the statement with respect to business
transacted shall be furnished for the period between the
date of incorporation and the last day of the third month
preceding the anniversary month. In the case of a
foreign corporation that has not been authorized to
transact business in this State for a period of 12 months
and has not commenced transacting business prior to
obtaining a certificate of authority, the statement with
respect to property owned shall be as of the last day of
the third month preceding the anniversary month and the
statement with respect to business transacted shall be
furnished for the period between the date of its
authorization to transact business in this State and the
last day of the third month preceding the anniversary
month. If the data referenced in item (2) of this
subsection is not completed, the franchise tax provided
for in this Act shall be computed on the basis of the
entire paid-in capital.
(i) A statement, including the basis therefor, of
status as a "minority owned business" or as a "female
owned business" as those terms are defined in the
Minority and Female Business Enterprise for Minorities,
Females, and Persons with Disabilities Act.
(j) Additional information as may be necessary or
appropriate in order to enable the Secretary of State to
administer this Act and to verify the proper amount of
fees and franchise taxes payable by the corporation.
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
immediately preceding its extended filing month. 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. 91-593, eff. 8-14-99; revised 8-23-99.)
(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
country under the laws of which it is organized.
(2) A description of the merger or consolidation.
(3) A statement itemized by classes and series, if
any, within a class of the aggregate number of issued
shares of the corporation as last reported to the
Secretary of State in any document required to be filed
by this Act, other than an annual report, interim annual
report, or final transition annual report.
(4) A statement itemized by classes and series, if
any, within a class of the aggregate number of issued
shares of the corporation after giving effect to the
change.
(5) A statement, expressed in dollars, of the
amount of paid-in capital of the corporation as last
reported to the Secretary of State in any document
required to be filed by this Act, other than an annual
report, interim annual report, or final transition annual
report.
(6) A statement, expressed in dollars, of the
amount of paid-in capital of the corporation after giving
effect to the merger or consolidation, which amount,
except as provided in subsection (f) of Section 9.20 of
this Act, must be at least equal to the sum of the
paid-in capital amounts of the merged or consolidated
corporations before the event.
(7) Additional information concerning each of the
constituent corporations that was a party to a merger or
consolidation as may be necessary or appropriate to
verify the proper amount of fees and franchise taxes
payable by the corporation.
(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.)
(805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
Sec. 15.10. Fees for filing documents and issuing
certificates. The Secretary of State shall charge and collect
for:
(a) Filing articles of incorporation and issuing a
certificate of incorporation, $75.
(b) Filing articles of amendment and issuing a
certificate of amendment, $25, unless the amendment is a
restatement of the articles of incorporation, in which case
the fee shall be $100.
(c) Filing articles of merger or consolidation and
issuing a certificate of merger or consolidation, $100, but
if the merger or consolidation involves more than 2
corporations, $50 for each additional corporation.
(d) Filing articles of share exchange and issuing a
certificate of exchange, $100.
(e) Filing articles of dissolution, $5.
(f) Filing application to reserve a corporate name, $25.
(g) Filing a notice of transfer of a reserved corporate
name, $25.
(h) Filing statement of change of address of registered
office or change of registered agent, or both, if other than
on an annual report, $5.
(i) Filing statement of the establishment of a series of
shares, $25.
(j) Filing an application of a foreign corporation for
certificate of authority to transact business in this State
and issuing a certificate of authority, $75.
(k) Filing an application of a foreign corporation for
amended certificate of authority to transact business in this
State and issuing an amended certificate of authority, $25.
(l) Filing a copy of amendment to the articles of
incorporation of a foreign corporation holding a certificate
of authority to transact business in this State, $25, unless
the amendment is a restatement of the articles of
incorporation, in which case the fee shall be $100.
(m) Filing a copy of articles of merger of a foreign
corporation holding a certificate of authority to transact
business in this State, $100, but if the merger involves more
than 2 corporations, $50 for each additional corporation.
(n) Filing an application for withdrawal and final
report or a copy of articles of dissolution of a foreign
corporation and issuing a certificate of withdrawal, $25.
(o) Filing an annual report, interim annual report, or
final transition annual report of a domestic or foreign
corporation, $25.
(p) Filing an application for reinstatement of a
domestic or a foreign corporation and issuing a certificate
of reinstatement, $100.
(q) Filing an application for use of an assumed
corporate name, $150 $20 plus $2.50 for each year month or
part thereof ending in 0 or 5, $120 for each year or part
thereof ending in 1 or 6, $90 for each year or part thereof
ending in 2 or 7, $60 for each year or part thereof ending in
3 or 8, $30 for each year or part thereof ending in 4 or 9,
between the date of filing the application and the date of
the renewal of the assumed corporate name; and a renewal fee
for each assumed corporate name, $150.
(r) To change an assumed corporate name for the period
remaining until the renewal date of the original assumed
name, $25.
(s) Filing an application for cancellation of an assumed
corporate name, $5.
(t) Filing an application to register the corporate name
of a foreign corporation, $50; and an annual renewal fee for
the registered name, $50.
(u) Filing an application for cancellation of a
registered name of a foreign corporation, $25.
(v) Filing a statement of correction, $25.
(w) Filing a petition for refund or adjustment, $5.
(x) Filing a statement of election of an extended filing
month, $25.
(y) Filing any other statement or report, $5.
(Source: P.A. 88-691, eff. 1-24-95; 89-503, eff. 1-1-97.)
(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 a certificate of 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 of
paid-in capital following the 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. 86-985; 86-1217; 87-516.)
(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
a certificate of 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