Full Text of SB1389 96th General Assembly
SB1389enr 96TH GENERAL ASSEMBLY
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| AN ACT concerning business.
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| Be it enacted by the People of the State of Illinois,
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| represented in the General Assembly:
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| Section 5. The Library Incorporation Act is amended by | 5 |
| changing Sections 3, 3.1, and 4 as follows:
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| (75 ILCS 60/3) (from Ch. 81, par. 34)
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| Sec. 3.
Upon the filing in his office of such a statement | 8 |
| as above
stated the
Secretary of State shall issue to the | 9 |
| incorporators, under his signature and
seal of State, articles | 10 |
| of incorporation comprised of a certificate, of which the above | 11 |
| stated
statement shall be a
part , declaring that the | 12 |
| organization of the corporation is completed. The
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| incorporators shall thereupon cause such articles of | 14 |
| incorporation certificate to be recorded in a
proper record | 15 |
| book for the purpose in the office of the recorder
of the | 16 |
| county in which the library is to be located; and thereupon the
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| corporation shall be deemed fully organized and may proceed to | 18 |
| carry out
its corporate purposes, and may receive by | 19 |
| conveyance, from the trustees
under the will, deed or other | 20 |
| instrument of donation, the property
provided by will or | 21 |
| otherwise as above stated for the
endowment of the
library, and | 22 |
| may hold the same in whatever form it may have been received
or | 23 |
| conveyed by the trustees until such form is changed by the |
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| action
of the said corporation.
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| (Source: P.A. 84-550.)
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| (75 ILCS 60/3.1) (from Ch. 81, par. 34.1)
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| Sec. 3.1.
A corporation organized under this Act may amend | 5 |
| its articles of
incorporation, from time to time, in any | 6 |
| respect which is consistent with
this Act. An amendment shall | 7 |
| be adopted at a meeting of the board of
trustees, managers or | 8 |
| directors upon receiving the vote of a majority of
the | 9 |
| trustees, managers or directors in office. Any number of | 10 |
| amendments may
be submitted and voted upon at any one meeting.
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| The articles of amendment shall be executed in duplicate by | 12 |
| the
corporation by its secretary, or assistant secretary and by | 13 |
| one other
officer, verified by either of the officers executing | 14 |
| such statement, and
shall set forth:
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| (a) The name of the corporation;
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| (b) The amendment so adopted; and
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| (c) A statement of the date of the meeting of the board of | 18 |
| trustees,
managers or directors at which the amendment was | 19 |
| adopted and of the fact
that such amendment received the vote | 20 |
| of a majority of the trustees,
managers or directors in office.
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| Duplicate originals of the articles of amendment shall be | 22 |
| delivered to
the Secretary of State, who shall file one such | 23 |
| duplicate original in his
office, and issue articles a | 24 |
| certificate of amendment to which he shall affix the
other | 25 |
| duplicate original. Such articles certificate of amendment, |
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| with the duplicate
original of the articles of amendment | 2 |
| affixed thereto by the Secretary of
State, shall be returned to | 3 |
| the corporation or its representative and shall
thereupon be | 4 |
| filed by the corporation for record in the office of the
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| recorder where the articles of incorporation are recorded.
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| Upon the issuance of the articles certificate of amendment | 7 |
| by the Secretary of
State, the amendment shall become effective | 8 |
| and the articles of
incorporation shall be deemed to be amended | 9 |
| accordingly. No amendment shall
affect any existing cause of | 10 |
| action in favor of or against the corporation,
or any pending | 11 |
| action to which such corporation shall be a party.
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| (Source: P.A. 83-358.)
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| (75 ILCS 60/4) (from Ch. 81, par. 35)
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| Sec. 4.
Organizations formed under this Act shall be bodies | 15 |
| corporate and
politic to be known under the names stated in the | 16 |
| respective certificates
or articles of incorporation; and by | 17 |
| such corporate names they shall have
and possess the ordinary | 18 |
| rights and incidents of corporations, and shall be
capable of | 19 |
| taking, holding and disposing of real and personal estate for
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| all purposes of their organization. The provisions of any will, | 21 |
| deed or
other instrument by which endowment is given to the | 22 |
| library and accepted by
the trustees, managers or directors | 23 |
| shall, as to such endowment, be a part
of the organic and | 24 |
| fundamental law of such corporation.
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| The trustees, managers or directors of any such corporation |
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| shall
compose its members, and shall not be less than 7 nor | 2 |
| more than 25 in
number; shall elect the officers of the | 3 |
| corporation from their number; and
shall have control and | 4 |
| management of its affairs and property; may accept
donations, | 5 |
| and in their discretion hold the same in the form in which they
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| are given, for all purposes of science, literature and as are | 7 |
| germane to
the object and purpose of the corporation. They may | 8 |
| fill by election,
vacancies occurring in their own number by | 9 |
| death, incapacity, retirement or
otherwise, and may make lawful | 10 |
| by-laws for the management of the
corporation and of the | 11 |
| library, which by-laws shall set forth what officers
there | 12 |
| shall be of the corporation, and shall define and prescribe | 13 |
| their
respective duties. They may appoint and employ from time | 14 |
| to time such
agents and employees as they may deem necessary | 15 |
| for the efficient
administration and conduct of the library and | 16 |
| other affairs of the
corporation. Whenever any trustee, manager | 17 |
| or director shall be elected to
fill any vacancy, a certificate | 18 |
| under the seal of the corporation, giving
the name of the | 19 |
| person elected, shall be recorded in the office of the
recorder | 20 |
| of the county where the articles of incorporation
are recorded.
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| Whenever, by the provisions of such will, deed or other | 22 |
| instrument by
which an endowment is created, the institution | 23 |
| endowed is free and public,
the library and other property of | 24 |
| such corporation shall be forever exempt
from taxation.
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| The trustees, managers or directors of such corporation | 26 |
| shall, in the
month of January in each year, cause to be made a |
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| written report to the Secretary
of State for the year ending on | 2 |
| the preceding December 31 of the condition
of the library and | 3 |
| of the funds and other property of the corporation
showing the | 4 |
| assets and investments of such corporation in detail.
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| This report shall be verified by
the secretary, or by some | 6 |
| other responsible officer of such corporation. It
shall contain | 7 |
| (1) an itemized statement of the various sums of money
received | 8 |
| from the library fund and from other sources; (2) an itemized
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| statement of the objects and purposes for which those sums of | 10 |
| money have
been expended; (3) a statement of the number of | 11 |
| books and periodicals
available for use, and the number and | 12 |
| character thereof circulated; (4) a
statement of the real and | 13 |
| personal property acquired by legacy,
purchase, gift or | 14 |
| otherwise; (5) a statement of the character of any
extensions | 15 |
| of library service which have been undertaken; (6) any other
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| statistics, information and suggestions that may be of | 17 |
| interest. A report
shall also be filed, at the same time, with | 18 |
| the Illinois State Library.
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| (Source: P.A. 83-1362.)
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| Section 10. The State Housing Act is amended by changing | 21 |
| Sections 13, 15, and 16 as follows:
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| (310 ILCS 5/13) (from Ch. 67 1/2, par. 163)
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| Sec. 13.
No housing corporation shall proceed to | 24 |
| dissolution except upon
the approval of the Illinois Housing |
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| Development Authority, and the
distribution of assets in | 2 |
| dissolution shall be subject to the control and
supervision of | 3 |
| the Illinois Housing Development Authority. No articles | 4 |
| certificate
of dissolution shall be filed by the Secretary of | 5 |
| State unless it shall
have endorsed thereon or be accompanied | 6 |
| by a certificate of the approval of
the Illinois Housing | 7 |
| Development Authority.
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| (Source: P.A. 76-1176.)
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| (310 ILCS 5/15) (from Ch. 67 1/2, par. 165)
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| Sec. 15.
Housing corporations organized on a | 11 |
| not-for-profit basis shall pay
to the Secretary of State the | 12 |
| fee for filing articles of incorporation and
all other fees so | 13 |
| specified in the General Not For Profit Corporation Act of | 14 |
| 1986 ,
approved July 17, 1943, as heretofore and hereafter | 15 |
| amended. Housing
corporations organized on a limited-dividend | 16 |
| basis shall pay to the
Secretary of State the fee for filing | 17 |
| articles of incorporation and all
other fees as specified in | 18 |
| the "Business Corporation Act of
1983", as amended.
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| (Source: P.A. 83-1362.)
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| (310 ILCS 5/16) (from Ch. 67 1/2, par. 166)
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| Sec. 16.
Housing corporations organized on a | 22 |
| not-for-profit basis shall
have the rights, privileges and | 23 |
| immunities of, and shall be subject to the
provisions of, the | 24 |
| General Not For Profit Corporation Act of 1986 , approved July
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| 17, 1943, as heretofore and hereafter amended, in so far as | 2 |
| such provisions
are not inconsistent with the provisions of | 3 |
| this Act. Housing corporations
organized on a limited-dividend | 4 |
| basis shall have the rights, privileges and
immunities of, and | 5 |
| shall be subject to the provisions of, the "Business
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| Corporation Act of 1983", as heretofore and hereafter amended,
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| in so far as such provisions are not inconsistent with the | 8 |
| provisions of
this Act.
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| (Source: P.A. 83-1362.)
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| Section 15. The Neighborhood Redevelopment Corporation Law | 11 |
| is amended by changing Sections 8 and 9 as follows:
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| (315 ILCS 20/8) (from Ch. 67 1/2, par. 258)
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| Sec. 8.
Filing-Issuance of articles certificate of | 14 |
| incorporation.
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| Duplicate originals of the statement prescribed by Section | 16 |
| 7 of this
Act shall be filed in the office of the Secretary of | 17 |
| State, on forms
prescribed and furnished by the Secretary of | 18 |
| State.
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| If the Secretary of State finds that such statement is in | 20 |
| conformity
with the provisions of Section 7 of this Act, he | 21 |
| shall, when all franchise
taxes, fees, and charges have been | 22 |
| paid:
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| (1) Endorse on each of such duplicate originals the word | 24 |
| "Filed," and
the month, day, and year of the filing thereof.
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| (2) File one of such duplicate originals in his office.
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| (3) Issue to the incorporators the duplicate original of | 3 |
| the articles a certificate of incorporation to which
he shall | 4 |
| affix the other duplicate original.
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| (Source: Laws 1941, vol. 1, p. 431.)
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| (315 ILCS 20/9) (from Ch. 67 1/2, par. 259)
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| Sec. 9.
Powers
of neighborhood redevelopment corporations.
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| Every corporation organized under this Act shall, subject | 9 |
| to the
conditions and limitations prescribed by this Act, have | 10 |
| the following
rights, powers and privileges:
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| (1) To have succession by its corporate name for the period | 12 |
| limited in
its articles certificate of incorporation; | 13 |
| Provided, that in no instance shall
corporate succession exceed | 14 |
| sixty years.
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| (2) To sue and be sued in its corporate name.
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| (3) To have and use a common seal and alter it at pleasure.
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| (4) To have a capital stock of such an amount and divided | 18 |
| into shares as
may be provided in the articles certificate of | 19 |
| incorporation, or any amendment
thereof, subject to the | 20 |
| conditions prescribed by Section 7 of this Act;
Provided, that | 21 |
| the issuance of the shares of stock of every corporation
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| organized under this Act shall be subject to supervision and | 23 |
| regulation of
the Redevelopment Commission, as in this Act | 24 |
| provided.
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| (5) To acquire, own, use, convey and otherwise dispose of |
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| and deal in
Real Property, however acquired, subject to the | 2 |
| conditions and restrictions
of this Act; Provided, that no | 3 |
| single sale, mortgage, lease or conveyance
of two-thirds or | 4 |
| more of the corporate assets shall be made, except within
a | 5 |
| period of one year immediately preceding the expiration by | 6 |
| lapse of time
of the corporate charter, without the consent of | 7 |
| the holders of two-thirds
of all the outstanding capital stock | 8 |
| of the corporation at any annual
meeting or at any special | 9 |
| meeting called for that purpose; Provided
further, that no Real | 10 |
| Property shall ever be acquired, owned or used by
such | 11 |
| corporation outside its Development Area.
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| (6) To borrow money for its corporate purposes at such rate | 13 |
| of interest
as the corporation may determine, subject to the | 14 |
| approval of the
Redevelopment Commission as in this Act | 15 |
| provided; and to mortgage or pledge
its property, both real and | 16 |
| personal, to secure the payment thereof.
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| (7) To elect officers, appoint agents, define their duties | 18 |
| and fix their
compensation.
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| (8) Subject to the provisions of this Act, to acquire Real | 20 |
| Property by
exercise of the power of eminent domain in the | 21 |
| manner provided by the
general laws of the State relating | 22 |
| thereto.
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| (9) To make and alter by-laws, not inconsistent with its | 24 |
| articles of
incorporation or with the laws of this State, for | 25 |
| the administration and
regulation of the affairs of the | 26 |
| corporation.
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| (10) To conduct business in this State, subject to the | 2 |
| provisions of
this Act.
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| (11) To cease doing business and to surrender its charter.
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| (12) To have and exercise all the powers necessary and | 5 |
| convenient to
carry into effect the purposes for which the | 6 |
| corporation is formed.
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| (Source: Laws 1941, vol. 1, p. 431.)
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| Section 20. The Business Corporation Act of 1983 is amended | 9 |
| by changing Sections 4.10, 4.20, 11.37, 12.50, 15.45, and 15.90 | 10 |
| as follows:
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| (805 ILCS 5/4.10) (from Ch. 32, par. 4.10)
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| Sec. 4.10. Reserved name. The exclusive right to the use of | 13 |
| a corporate
name or an assumed corporate name, as the case may | 14 |
| be, may be reserved by:
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| (a) Any person intending to organize a corporation under | 16 |
| this Act.
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| (b) Any domestic corporation intending to change its name.
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| (c) Any foreign corporation intending to make application | 19 |
| for a certificate
of authority to transact business in this | 20 |
| State.
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| (d) Any foreign corporation authorized to transact | 22 |
| business in this State
and intending to change its name.
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| (e) Any person intending to organize a foreign corporation | 24 |
| and intending
to have such corporation make application for a |
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| certificate of authority
to transact business in this State.
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| (f) Any domestic corporation intending to adopt an assumed | 3 |
| corporate name.
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| (g) Any foreign corporation authorized to transact | 5 |
| business in this State
and intending to adopt an assumed | 6 |
| corporate name.
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| Such reservation shall be made by filing in the office of | 8 |
| the Secretary
of State an application to reserve a specified | 9 |
| corporate name or a specified
assumed corporate name, executed | 10 |
| by the applicant. If the Secretary of State
finds that such | 11 |
| name is available for corporate use, he or she shall reserve
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| the same for the exclusive use of such applicant for a period | 13 |
| of ninety days
or until surrendered by a written cancellation | 14 |
| document signed by the
applicant,
whichever is sooner.
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| The right to the exclusive use of a specified corporate | 16 |
| name or assumed
corporate name so reserved may be transferred | 17 |
| to any other person by filing
in the office of the Secretary of | 18 |
| State a notice of such transfer, executed
by the person for | 19 |
| whom such name was reserved, and specifying the name and
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| address of the transferee.
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| The Secretary of State may revoke any reservation if, after | 22 |
| a hearing,
he or she finds that the application therefor or any | 23 |
| transfer thereof was
made contrary to this Act.
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| (Source: P.A. 93-59, eff. 7-1-03.)
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| (805 ILCS 5/4.20) (from Ch. 32, par. 4.20)
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| Sec. 4.20. Change and cancellation of assumed corporate | 2 |
| name.
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| (a) Any domestic or foreign corporation may, pursuant to | 4 |
| resolution by
its board of directors, change or cancel any or | 5 |
| all of its assumed
corporate names by executing and filing, in | 6 |
| accordance with Section 1.10 of
this Act, an application | 7 |
| setting forth:
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| (1) The true corporate name.
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| (2) The state or country under the laws of which it is | 10 |
| organized.
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| (3) That it intends to cease transacting business under | 12 |
| an assumed
corporate name by changing or cancelling it.
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| (4) The assumed corporate name to be changed from or | 14 |
| cancelled.
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| (5) If the assumed corporate name is to be changed, the | 16 |
| assumed
corporate name that the corporation proposes to | 17 |
| use.
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| (b) Upon the filing of an application to change an assumed | 19 |
| corporate
name, the corporation shall have the right to use the | 20 |
| assumed corporate
name for the balance of the period authorized | 21 |
| by subsection (d) of
Section 4.15.
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| (c) The right to use an assumed corporate name shall be | 23 |
| cancelled by the
Secretary of State:
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| (1) If the corporation fails to renew an assumed | 25 |
| corporate name.
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| (2) If the corporation has filed an application to |
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| change or cancel an
assumed corporate name.
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| (3) If a domestic corporation has been dissolved.
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| (4) If a foreign corporation has had its certificate of | 4 |
| authority to do
business in this State revoked.
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| (Source: P.A. 87-516.)
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| (805 ILCS 5/11.37) (from Ch. 32, par. 11.37)
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| Sec. 11.37.
Merger or consolidation of domestic or foreign
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| corporations and domestic not for profit corporations.
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| (a) One or more
domestic corporations or one or more | 10 |
| foreign corporations may merge into a
domestic not for profit | 11 |
| corporation subject to the provisions of the
General Not For | 12 |
| Profit Corporation Act of 1986, as amended, provided that
in | 13 |
| the case of a foreign corporation for profit, such merger is | 14 |
| permitted by
the laws of the State or country under which
such | 15 |
| foreign corporation for profit is organized.
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| (b) Each domestic corporation shall comply with the | 17 |
| provisions of this
Act with respect to the merger of domestic | 18 |
| corporations,
each domestic not for profit corporation shall | 19 |
| comply with the provisions
of the General Not For Profit | 20 |
| Corporation Act of 1986, as amended. With
respect to merger of | 21 |
| domestic not for profit corporations,
each foreign corporation | 22 |
| for profit shall comply with the laws of the state
or country | 23 |
| under which it is organized, and each foreign corporation for
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| profit having a certificate of authority to transact business | 25 |
| in this State
under the provisions of this Act shall comply |
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| with the provisions of this
Act with respect to merger of | 2 |
| foreign corporations for
profit.
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| (c) The plan of merger shall set forth, in addition to
all | 4 |
| matters required by Section 11.05 of this Act, the manner and | 5 |
| basis of
converting shares of each merging domestic or foreign
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| corporation for profit into membership or other interests of | 7 |
| the surviving domestic not for profit corporation, or into | 8 |
| cash, or into property,
or into any combination of the | 9 |
| foregoing.
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| (d) The effect of a merger under this Section shall be
the | 11 |
| same as in the case of a merger of domestic
corporations as set | 12 |
| forth in subsection (a) of Section 11.50 of this Act.
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| (e) When such merger has been effected, the shares of
the | 14 |
| corporation or corporations to be converted under the terms of | 15 |
| the plan
cease to exist. The holders of those shares are | 16 |
| entitled only to the
membership or other interests, cash, or | 17 |
| other property or combination
thereof, into which those shares | 18 |
| have been converted in accordance with the
plan, subject to any | 19 |
| dissenters' rights under Section 11.70 of this Act.
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| (Source: P.A. 93-59, eff. 7-1-03.)
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| (805 ILCS 5/12.50) (from Ch. 32, par. 12.50)
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| Sec. 12.50. Grounds for judicial dissolution in actions by | 23 |
| nonshareholders.
| 24 |
| (a) A Circuit Court may dissolve a corporation:
| 25 |
| (1) In an action by the Attorney General, if it is |
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| established that:
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| (i) The corporation filed its articles obtained | 3 |
| its certificate of incorporation through
fraud; or
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| (ii) The corporation has continued to exceed or | 5 |
| abuse the
authority conferred upon it by law, or has | 6 |
| continued to violate the law, after
notice of the same | 7 |
| has been given to such corporation, either personally | 8 |
| or by
registered mail; or
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| (iii) Any interrogatory propounded by the | 10 |
| Secretary of State to the
corporation, its officers or | 11 |
| directors, as provided in this Act, has been
answered | 12 |
| falsely or has not been answered fully within 30 days | 13 |
| after the
mailing of such interrogatories by the | 14 |
| Secretary of State or within such
extension of time as | 15 |
| shall have been authorized by the Secretary of State.
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| (2) In an action by a creditor, if it is established | 17 |
| that:
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| (i) The creditor's claim has been reduced to | 19 |
| judgment, a
copy of
the judgment has been returned | 20 |
| unsatisfied, and the corporation is insolvent;
or
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| (ii) The corporation has admitted in writing that | 22 |
| the
creditor's claim is due and owing, and the | 23 |
| corporation is insolvent.
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| (3) In an action by the corporation to dissolve under | 25 |
| court supervision,
if it is established that dissolution is | 26 |
| reasonably necessary because the
business of the |
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| corporation can no longer be conducted to the general | 2 |
| advantage
of its shareholders.
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| (b) As an alternative to dissolution, the court may order | 4 |
| any of the other
remedies contained in subsection (b) of | 5 |
| Section 12.55.
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| (Source: P.A. 89-169, eff. 7-19-95; 89-364, eff. 8-18-95.)
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| (805 ILCS 5/15.45) (from Ch. 32, par. 15.45)
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| Sec. 15.45. Rate of franchise taxes payable by domestic | 9 |
| corporations.
| 10 |
| (a) The annual franchise tax payable by each domestic | 11 |
| corporation
shall be computed at the rate of 1/12 of 1/10 of 1% | 12 |
| for each calendar month
or fraction thereof for the period | 13 |
| commencing on the first day of July 1983
to the first day of | 14 |
| the anniversary month in 1984, but in no event shall
the amount | 15 |
| of the annual franchise tax be less than $2.08333 per month | 16 |
| assessed
on a minimum of $25 per annum or more than | 17 |
| $83,333.333333 per month;
commencing on January 1, 1984 to the | 18 |
| first day of the anniversary month in
2004, the annual | 19 |
| franchise tax payable by each domestic
corporation
shall be | 20 |
| computed at the rate of 1/10 of 1% for the 12-months' period
| 21 |
| commencing on the first day of the anniversary month or, in
| 22 |
| cases where
a corporation has established an extended filing | 23 |
| month, the extended filing
month of the corporation, but in no | 24 |
| event shall the amount of the annual
franchise tax be less than | 25 |
| $25 nor more than $1,000,000 per annum; commencing
with the |
|
|
|
SB1389 Enrolled |
- 17 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| first anniversary month that occurs after December,
2003,
the | 2 |
| annual franchise tax payable by each domestic corporation shall | 3 |
| be computed
at the rate of 1/10 of 1% for the 12-months' period | 4 |
| commencing on the first day
of the anniversary month or, in | 5 |
| cases where a corporation has established
an
extended filing | 6 |
| month, the extended filing month of the corporation, but in
no | 7 |
| event shall the amount of the annual franchise tax be less than | 8 |
| $25 nor more
than $2,000,000 per annum.
| 9 |
| (b) The annual franchise tax payable by each domestic | 10 |
| corporation at the
time of filing a statement of election and | 11 |
| interim annual report in
connection with an anniversary month | 12 |
| prior to January, 2004 shall be
computed at the rate of 1/10 of | 13 |
| 1% for the 12 month period commencing on
the first day of the | 14 |
| anniversary month of the corporation next following
such | 15 |
| filing, but in no event shall the amount of the annual | 16 |
| franchise tax
be less than $25 nor more than $1,000,000 per | 17 |
| annum; commencing with the
first anniversary month that occurs | 18 |
| after December,
2003,
the annual franchise tax payable by each | 19 |
| domestic corporation at the time of
filing a statement of | 20 |
| election and interim annual report shall be computed
at the | 21 |
| rate of 1/10 of 1% for the 12-month period commencing on the | 22 |
| first day
of the anniversary month of the corporation next | 23 |
| following such filing, but in
no event shall the amount of the | 24 |
| annual
franchise tax be less than $25 nor more
than $2,000,000 | 25 |
| per annum.
| 26 |
| (c) The annual franchise tax payable at the time of filing |
|
|
|
SB1389 Enrolled |
- 18 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| the final
transition annual report in connection with an | 2 |
| anniversary month prior to
January, 2004 shall be an amount | 3 |
| equal to (i) 1/12 of 1/10 of 1%
per month of the proportion of | 4 |
| paid-in capital represented in this State as
shown in the final | 5 |
| transition annual report multiplied by (ii) the number
of | 6 |
| months commencing with the anniversary month next following the | 7 |
| filing
of the statement of election until, but excluding, the | 8 |
| second extended
filing month, less the annual franchise tax | 9 |
| theretofore paid at the time of
filing the statement of | 10 |
| election, but in no event shall the amount of the
annual | 11 |
| franchise tax be less than $2.08333 per month assessed on a | 12 |
| minimum
of $25 per annum or more than $83,333.333333 per month; | 13 |
| commencing with the
first anniversary month that occurs after | 14 |
| December,
2003,
the annual franchise tax payable at the time of | 15 |
| filing the final transition
annual report shall be an amount | 16 |
| equal to (i) 1/12 of 1/10 of 1% per month of
the proportion of | 17 |
| paid-in capital represented in this State as shown in the
final | 18 |
| transition annual report multiplied by (ii) the number of | 19 |
| months
commencing with the anniversary month next following the | 20 |
| filing of the
statement of election until, but excluding, the | 21 |
| second extended filing month,
less the annual franchise tax | 22 |
| theretofore paid at the time of filing the
statement of | 23 |
| election, but in no event shall the amount of the annual | 24 |
| franchise
tax be less than $2.08333 per month assessed on a | 25 |
| minimum of $25 per annum or
more than $166,666.666666 per | 26 |
| month.
|
|
|
|
SB1389 Enrolled |
- 19 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| (d) The initial franchise tax payable after January 1, | 2 |
| 1983, but prior
to
January 1, 1991, by each domestic | 3 |
| corporation shall be computed at the rate
of 1/10 of 1% for the | 4 |
| 12 months' period commencing on the first day of the
| 5 |
| anniversary month in which the articles of incorporation are | 6 |
| filed by certificate of incorporation is issued to
the | 7 |
| corporation under Section 2.10 of this Act, but in no event | 8 |
| shall
the franchise tax be less than $25 nor more than | 9 |
| $1,000,000 per annum.
The initial franchise tax payable on or | 10 |
| after January 1, 1991, but prior to
January 1, 2004, by each
| 11 |
| domestic corporation shall be computed at the rate of 15/100 of | 12 |
| 1% for the
12 month period commencing on the first day of the | 13 |
| anniversary month in
which the articles of incorporation are | 14 |
| filed in
accordance
with
Section 2.10 of this Act, but in no | 15 |
| event shall the initial franchise tax
be less than $25 nor more | 16 |
| than $1,000,000 per annum plus 1/20th of 1% of
the basis | 17 |
| therefor.
The initial franchise tax payable on or after January | 18 |
| 1, 2004, by each
domestic corporation shall be computed at the | 19 |
| rate of 15/100 of 1% for the
12-month period commencing on the | 20 |
| first day of the anniversary month in which
the
articles of | 21 |
| incorporation are filed in accordance with Section 2.10 of this
| 22 |
| Act,
but in no event shall the initial franchise tax be less | 23 |
| than $25 nor more than
$2,000,000 per annum plus 1/10th of 1% | 24 |
| of the basis therefor.
| 25 |
| (e) Each additional franchise tax payable by each domestic | 26 |
| corporation
for
the period beginning January 1, 1983 through |
|
|
|
SB1389 Enrolled |
- 20 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| December 31, 1983 shall be
computed at the rate of 1/12 of 1/10 | 2 |
| of 1% for each calendar month or fraction
thereof, between the | 3 |
| date of each respective increase in its paid-in capital
and its | 4 |
| anniversary month in 1984; thereafter until the last day of the
| 5 |
| month that is both after December 31, 1990 and the
third month | 6 |
| immediately preceding the anniversary month in 1991, each
| 7 |
| additional franchise tax payable by each domestic corporation | 8 |
| shall be
computed at the rate of 1/12 of 1/10 of 1% for each | 9 |
| calendar month, or
fraction thereof, between the date of each | 10 |
| respective increase in
its paid-in capital and its next | 11 |
| anniversary month; however, if the increase
occurs within the 2 | 12 |
| month period immediately preceding the anniversary month,
the | 13 |
| tax shall be computed to the anniversary month of the next | 14 |
| succeeding
calendar year. Commencing with increases in paid-in | 15 |
| capital that occur
subsequent to both December 31, 1990 and the | 16 |
| last day of the third
month immediately preceding the | 17 |
| anniversary month in 1991, the additional
franchise tax payable | 18 |
| by a domestic corporation shall be computed at the
rate of | 19 |
| 15/100 of 1%.
| 20 |
| (Source: P.A. 93-32, eff. 12-1-03.)
| 21 |
| (805 ILCS 5/15.90) (from Ch. 32, par. 15.90)
| 22 |
| Sec. 15.90. Statute of limitations.
| 23 |
| (a) Except as otherwise provided
in this Section and | 24 |
| notwithstanding anything to the contrary contained in
any other | 25 |
| Section of this Act, no domestic corporation or foreign
|
|
|
|
SB1389 Enrolled |
- 21 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| corporation shall be obligated to pay any annual franchise tax, | 2 |
| fee,
or penalty or interest thereon imposed under this Act, nor | 3 |
| shall any
administrative or judicial sanction
(including | 4 |
| dissolution) be imposed or enforced nor access to the courts of
| 5 |
| this State be denied based upon nonpayment thereof more than 7 | 6 |
| years
after the date of filing the annual report with respect | 7 |
| to the period
during which the obligation for the tax, fee, | 8 |
| penalty or
interest arose, unless (1) within that 7 year period | 9 |
| the Secretary of State
sends a written notice to the | 10 |
| corporation to the effect that (A)
administrative or judicial | 11 |
| action to dissolve the corporation or revoke its
certificate of | 12 |
| authority for nonpayment of a tax, fee, penalty or interest
has | 13 |
| been commenced; or (B) the corporation has submitted a report
| 14 |
| but has
failed to pay a tax, fee, penalty or interest required | 15 |
| to be paid
therewith; or (C) a report with respect to an event | 16 |
| or action giving rise
to an obligation to pay a tax, fee, | 17 |
| penalty or interest is required but has
not been filed, or has | 18 |
| been filed and is in error or incomplete; or (2)
the annual | 19 |
| report by the corporation was filed with fraudulent
intent to | 20 |
| evade taxes payable under this Act. A corporation
nonetheless | 21 |
| shall be required to pay all taxes
that would have been payable | 22 |
| during the most recent 7 year period due to a
previously | 23 |
| unreported increase in paid-in capital that occurred prior to
| 24 |
| that 7 year period and interest and penalties thereon for that | 25 |
| period, except that, from February 1, 2008 through March 15, | 26 |
| 2008, with respect to any corporation that participates in the |
|
|
|
SB1389 Enrolled |
- 22 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| Franchise Tax and License Fee Amnesty Act of 2007, the | 2 |
| corporation shall be only required to pay all taxes that would | 3 |
| have been payable during the most recent 4 year period due to a | 4 |
| previously unreported increase in paid-in capital that | 5 |
| occurred prior to that 7 year period.
| 6 |
| (b) If within 2 years following a change in control of a | 7 |
| corporation the
corporation voluntarily pays in good faith all | 8 |
| known obligations of
the corporation imposed by this Article 15 | 9 |
| with respect to reports that
were required to have been filed | 10 |
| since the beginning of the 7 year period
ending on the | 11 |
| effective date of the change in control, no action shall be
| 12 |
| taken to enforce or collect obligations of that corporation | 13 |
| imposed by this
Article 15 with respect to reports that were | 14 |
| required to have been filed
prior to that 7 year period | 15 |
| regardless of whether the limitation period set
forth in | 16 |
| subsection (a) is otherwise applicable. For purposes of this
| 17 |
| subsection (b), a change in control means a transaction, or a | 18 |
| series of
transactions consummated within a period of 180 | 19 |
| consecutive days, as a
result of which a person which owned | 20 |
| less than 10% of the shares having the
power to elect directors | 21 |
| of the corporation acquires shares such that the
person becomes | 22 |
| the holder of 80% or more of the shares having such power.
For | 23 |
| purposes of this subsection (b) a person means any natural | 24 |
| person,
corporation, partnership, trust or other entity | 25 |
| together with all other
persons controlled by, controlling or | 26 |
| under common control with such person.
|
|
|
|
SB1389 Enrolled |
- 23 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| (c) Except as otherwise provided in this Section and | 2 |
| notwithstanding
anything to the contrary contained in any other | 3 |
| Section of this Act, no foreign
corporation that has not | 4 |
| previously obtained a certificate of authority under
this Act | 5 |
| shall, upon voluntary application for a certificate of | 6 |
| authority filed
with the Secretary of State prior to January 1, | 7 |
| 2001, be obligated to pay any
tax, fee, penalty, or interest | 8 |
| imposed under this Act, nor shall any
administrative or | 9 |
| judicial sanction be imposed or enforced based upon
nonpayment | 10 |
| thereof with respect to a period during which the obligation | 11 |
| arose
that is prior to January 1, 1993 unless (1) prior to | 12 |
| receipt of the application
for a certificate of authority the | 13 |
| Secretary of State had sent written notice
to
the corporation | 14 |
| regarding its failure to obtain an application for a | 15 |
| certificate of authority, (2)
the corporation had submitted an | 16 |
| application for a certificate of authority
previously but had | 17 |
| failed to pay any tax, fee, penalty or interest to be paid
| 18 |
| therewith, or (3) the application for a certificate of | 19 |
| authority was submitted
by
the corporation with fraudulent | 20 |
| intent to evade taxes payable under this Act.
A
corporation | 21 |
| nonetheless shall be required to pay all taxes and fees due | 22 |
| under
this Act that would have been payable since January 1, | 23 |
| 1993 as a result of
commencing the transaction of its business | 24 |
| in this State and interest thereon
for that period.
| 25 |
| (Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08.)
|
|
|
|
SB1389 Enrolled |
- 24 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| Section 25. The General Not For Profit Corporation Act of | 2 |
| 1986 is amended by changing Sections 101.70, 104.05, 104.20, | 3 |
| 112.50, 113.20, 113.55, and 113.70 as follows:
| 4 |
| (805 ILCS 105/101.70) (from Ch. 32, par. 101.70)
| 5 |
| Sec. 101.70. Application of Act. (a) Except as
otherwise | 6 |
| provided in this Act, the
provisions of this Act relating to | 7 |
| domestic corporations
shall apply to:
| 8 |
| (1) All corporations organized hereunder;
| 9 |
| (2) All corporations heretofore organized under the
| 10 |
| "General Not for Profit Corporation Act", approved July 17, | 11 |
| 1943,
as amended;
| 12 |
| (3) All not-for-profit corporations heretofore
organized | 13 |
| under Sections 29 to 34, inclusive, of an Act
entitled "An Act | 14 |
| Concerning Corporations" approved April 18,
1872, in force July | 15 |
| 1, 1872, as amended;
| 16 |
| (4) Each not-for-profit corporation, without shares or
| 17 |
| capital stock, heretofore organized under any general law or
| 18 |
| created by Special Act of the Legislature of this State for
a | 19 |
| purpose or purposes for which a corporation may be
organized | 20 |
| under this Act, but not otherwise entitled to the
rights, | 21 |
| privileges, immunities and franchises provided by
this Act, | 22 |
| which shall elect to accept this Act as
hereinafter provided; | 23 |
| and
| 24 |
| (5) Each corporation having shares or capital stock,
| 25 |
| heretofore organized under any general law or created by
|
|
|
|
SB1389 Enrolled |
- 25 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| Special Act of the Legislature of this State prior to the
| 2 |
| adoption of the Constitution of 1870, for a purpose or
purposes | 3 |
| for which a corporation may be organized under this
Act, which | 4 |
| shall elect to accept this Act as hereinafter
provided.
| 5 |
| (b) Except as otherwise provided by this Act,
the | 6 |
| provisions of this Act relating to foreign
corporations shall | 7 |
| apply to:
| 8 |
| (1) All foreign corporations which procure a
certificate of | 9 |
| authority hereunder to conduct affairs in
this State;
| 10 |
| (2) All foreign corporations heretofore having a
| 11 |
| certificate of authority to conduct affairs in this State
under | 12 |
| the "General Not for Profit Corporation Act",
approved July 17, | 13 |
| 1943, as amended; and
| 14 |
| (3) All foreign not-for-profit corporations conducting
| 15 |
| affairs in this State for a purpose or purposes for which a
| 16 |
| corporation might be organized under this Act.
| 17 |
| (c) The provisions of subsection (b) of Section 110.05 of
| 18 |
| this Act relating to revival of the articles of
incorporation | 19 |
| and extension of the period of corporate
duration of a domestic | 20 |
| corporation shall apply to all
corporations organized under the | 21 |
| "General Not for Profit
Corporation Act", approved July 17, | 22 |
| 1943, as amended, and
whose period of duration has expired. | 23 |
| (d) The provisions of Section 112.45 of this Act relating
| 24 |
| to reinstatement following administrative dissolution of a
| 25 |
| domestic corporation shall apply to all corporations
| 26 |
| involuntarily dissolved after June 30, 1974, by the
Secretary |
|
|
|
SB1389 Enrolled |
- 26 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| of State, pursuant to Section 50a of the "General
Not for | 2 |
| Profit Corporation Act", approved July 17, 1943,
as amended. | 3 |
| (e) The provisions of Section 113.60 of this Act relating
| 4 |
| to reinstatement following revocation of the certificate of
| 5 |
| authority of a foreign corporation shall apply to all
foreign | 6 |
| corporations which had their certificates of
authority revoked | 7 |
| by the Secretary of State pursuant to
Section 84 or Section 84a | 8 |
| of the "General Not for Profit
Corporation Act", approved July | 9 |
| 17, 1943, as amended.
| 10 |
| (Source: P.A. 84-1423.)
| 11 |
| (805 ILCS 105/104.05) (from Ch. 32, par. 104.05)
| 12 |
| Sec. 104.05. Corporate name of domestic or foreign
| 13 |
| corporation. | 14 |
| (a) The corporate name of a domestic
corporation or of a | 15 |
| foreign corporation organized, existing
or subject to the | 16 |
| provisions of this Act:
| 17 |
| (1) May contain, separate and apart from any other
word | 18 |
| or abbreviation in such name, the word "corporation,"
| 19 |
| "company," "incorporated," or "limited," or an | 20 |
| abbreviation
of one of such words;
| 21 |
| (2) Must end with the letters "NFP" if the corporate | 22 |
| name contains
any word or phrase which indicates or implies | 23 |
| that the corporation is organized
for any purpose other | 24 |
| than a purpose for which corporations may be organized
| 25 |
| under this Act or a purpose other than a purpose set forth |
|
|
|
SB1389 Enrolled |
- 27 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| in the corporation's
articles of incorporation;
| 2 |
| (3) Shall be distinguishable upon the records in the
| 3 |
| the office of the Secretary of State from the name or | 4 |
| assumed name of any domestic corporation or limited | 5 |
| liability company
organized under the Limited Liability | 6 |
| Company Act, whether
for profit or not for profit, existing | 7 |
| under any Act of this
State or the name or assumed name of | 8 |
| any foreign corporation or foreign
limited liability | 9 |
| company registered under the Limited Liability Company | 10 |
| Act,
whether for profit or
not for profit, authorized to | 11 |
| transact business or conduct
affairs in this State, or a | 12 |
| name the exclusive right to
which is, at the time, reserved | 13 |
| or registered in the manner
provided in this Act or Section | 14 |
| 1-15 of the Limited Liability Company Act,
except that, | 15 |
| subject to the discretion
of the
Secretary of State, a | 16 |
| foreign corporation that has a
name prohibited by this | 17 |
| paragraph may be granted issued a
certificate of authority | 18 |
| to conduct its affairs in this
State, if the foreign | 19 |
| corporation:
| 20 |
| (i) Elects to adopt an assumed corporation name
or | 21 |
| names in accordance with Section 104.15 of this Act; | 22 |
| and
| 23 |
| (ii) Agrees in its application for a certificate
of | 24 |
| authority to conduct affairs in this State only under
| 25 |
| such assumed corporate name or names;
| 26 |
| (4) Shall not contain a word or phrase, or an
|
|
|
|
SB1389 Enrolled |
- 28 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| abbreviation or derivation thereof, the use of which is
| 2 |
| prohibited or restricted by any other statute of this State
| 3 |
| unless such restriction has been complied with;
| 4 |
| (5) Shall consist of letters of the English alphabet,
| 5 |
| Arabic or Roman numerals, or symbols capable of being
| 6 |
| readily reproduced by the office of the Secretary of State;
| 7 |
| (6) Shall not contain the words "regular democrat,"
| 8 |
| "regular democratic," "regular republican," "democrat,"
| 9 |
| "democratic," or "republican," nor the name of any other
| 10 |
| established political party, unless consent to usage of | 11 |
| such
words or name is given to the corporation by the State | 12 |
| central committee
of such established
political party; | 13 |
| notwithstanding any other provisions of this Act, any
| 14 |
| corporation, whose name at the time this amendatory
Act | 15 |
| takes effect contains any of the words listed in this | 16 |
| paragraph shall
certify to the Secretary of State no later | 17 |
| than January 1, 1989, that
consent has been given by the | 18 |
| State central committee; consent given to a
corporation by | 19 |
| the State central committee to use the above listed words
| 20 |
| may be revoked upon notification to the corporation and the | 21 |
| Secretary of State;
and
| 22 |
| (7) Shall be the name under which the corporation
shall | 23 |
| conduct affairs in this State unless the corporation
shall | 24 |
| also elect to adopt an assumed corporate name or names
as | 25 |
| provided in this Act; provided, however, that the
| 26 |
| corporation may use any divisional designation or trade |
|
|
|
SB1389 Enrolled |
- 29 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| name
without complying with the requirements of this Act,
| 2 |
| provided the corporation also clearly discloses its
| 3 |
| corporate name.
| 4 |
| (b) The Secretary of State shall determine whether a name
| 5 |
| is "distinguishable" from another name for purposes of this
| 6 |
| Act. Without excluding other names which may not constitute
| 7 |
| distinguishable names in this State, a name is not
considered | 8 |
| distinguishable, for purposes of this Act, solely
because it | 9 |
| contains one or more of the following:
| 10 |
| (1) The word "corporation," "company," "incorporated,"
| 11 |
| or "limited" or an abbreviation of one of such words;
| 12 |
| (2) Articles, conjunctions, contractions,
| 13 |
| abbreviations, different tenses or number of the same word.
| 14 |
| (c) Nothing in this Section or Sections 104.15 or 104.20 of
| 15 |
| this Act shall:
| 16 |
| (1) Require any domestic corporation existing or any
| 17 |
| foreign corporation having a certificate of authority to | 18 |
| conduct affairs on the
effective date of this Act, to | 19 |
| modify or otherwise change
its corporate name or assumed | 20 |
| corporate name, if any; or
| 21 |
| (2) Abrogate or limit the common law or statutory law
| 22 |
| of unfair competition or unfair trade practices, nor
| 23 |
| derogate from the common law or principles of equity or the
| 24 |
| statutes of this State or of the United States with respect
| 25 |
| to the right to acquire and protect copyrights, trade | 26 |
| names,
trade marks, service names, service marks, or any |
|
|
|
SB1389 Enrolled |
- 30 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| other
right to the exclusive use of name or symbols.
| 2 |
| (Source: P.A. 92-33, eff. 7-1-01; revised 10-28-08.)
| 3 |
| (805 ILCS 105/104.20) (from Ch. 32, par. 104.20)
| 4 |
| Sec. 104.20.
Change and cancellation of assumed
corporate | 5 |
| name. (a) Any domestic or foreign corporation may, pursuant to
| 6 |
| resolution by its board of directors, change or cancel any
or | 7 |
| all of its assumed corporate names by executing and
filing, in | 8 |
| accordance with Section 101.10 of this Act, an
application | 9 |
| setting forth:
| 10 |
| (1) The true corporate name;
| 11 |
| (2) The state or country under the laws of which it is
| 12 |
| organized;
| 13 |
| (3) That it intends to cease conducting affairs under
an | 14 |
| assumed corporate name by changing or canceling it;
| 15 |
| (4) The assumed corporate name to be changed from or
| 16 |
| cancelled;
| 17 |
| (5) If the assumed corporate name is to be changed,
the | 18 |
| assumed corporate name which the corporation proposes to
use.
| 19 |
| (b) Upon the filing of an application to change an assumed
| 20 |
| corporate name, the corporation shall have the right to use
| 21 |
| such assumed corporate name for the period authorized by
| 22 |
| subsection (d) of Section 104.15 of this Act.
| 23 |
| (c) The right to use an assumed corporate name shall be
| 24 |
| cancelled by the Secretary of State:
| 25 |
| (1) If the corporation fails to renew an assumed
corporate |
|
|
|
SB1389 Enrolled |
- 31 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| name;
| 2 |
| (2) If the corporation has filed an application to
change | 3 |
| or cancel an assumed corporate name;
| 4 |
| (3) If a domestic corporation has been dissolved;
| 5 |
| (4) If a foreign corporation has had its certificate
of | 6 |
| authority to conduct affairs in this State revoked.
| 7 |
| (Source: P.A. 85-1269.)
| 8 |
| (805 ILCS 105/112.50) (from Ch. 32, par. 112.50)
| 9 |
| Sec. 112.50. Grounds for judicial dissolution. A
Circuit | 10 |
| Court may dissolve a corporation:
| 11 |
| (a) In an action by the Attorney General, if it is
| 12 |
| established that:
| 13 |
| (1) The corporation filed its articles obtained its | 14 |
| certificate of
incorporation through fraud; or
| 15 |
| (2) The corporation has continued to exceed or abuse
the | 16 |
| authority conferred upon it by law, or has continued to
violate | 17 |
| the law, after notice of the same has been given to
such | 18 |
| corporation, either personally or by registered mail;
or
| 19 |
| (3) Any interrogatory propounded by the Secretary of
State | 20 |
| to the corporation, its officers or directors, as
provided in | 21 |
| this Act, has been answered falsely or has not
been answered | 22 |
| fully within 30 days after the mailing of such
interrogatories | 23 |
| by the Secretary of State or within such
extension of time as | 24 |
| shall have been authorized by the
Secretary of State;
| 25 |
| (4) The corporation has solicited money and failed to
use |
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| the money for the purpose which it was solicited, or has
| 2 |
| fraudulently solicited money or fraudulently used the money
| 3 |
| solicited; or
| 4 |
| (5) The corporation has substantially and willfully
| 5 |
| violated the provisions of the Consumer Fraud and Deceptive
| 6 |
| Business Practices Act.
| 7 |
| (b) In an action by a member entitled to vote, or a
| 8 |
| director, if it is established that:
| 9 |
| (1) The directors are deadlocked, whether because of
even | 10 |
| division in the number thereof or because of greater
than | 11 |
| majority voting requirements in the articles of
incorporation | 12 |
| or the bylaws, in the management of the
corporate affairs; the | 13 |
| members are unable to break the
deadlock; and irreparable | 14 |
| injury to the corporation is
thereby caused or threatened;
| 15 |
| (2) The directors or those in control of the
corporation | 16 |
| have acted, are acting, or will act in a manner
that is | 17 |
| illegal, oppressive or fraudulent;
| 18 |
| (3) The corporate assets are being misapplied or
wasted; or
| 19 |
| (4) The corporation is unable to carry out its
purposes.
| 20 |
| (c) In an action by a creditor, if it is established that:
| 21 |
| (1) The creditor's claim has been reduced to judgment,
the | 22 |
| judgment has been returned unsatisfied, and the
corporation is | 23 |
| insolvent; or
| 24 |
| (2) The corporation has admitted in writing that the
| 25 |
| creditor's claim is due and owing, and the corporation is
| 26 |
| insolvent.
|
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| (d) In an action by the corporation to dissolve under court
| 2 |
| supervision, if it is established that the corporation is
| 3 |
| unable to carry out its purposes.
| 4 |
| (Source: P.A. 84-1423.)
| 5 |
| (805 ILCS 105/113.20) (from Ch. 32, par. 113.20)
| 6 |
| Sec. 113.20. Effect of certificate of authority. Upon
the | 7 |
| filing of the application for
authority by the Secretary
of | 8 |
| State, the corporation shall have the right to conduct
affairs | 9 |
| in this State for those purposes set forth in its
application, | 10 |
| subject, however, to the right of this State to
revoke such | 11 |
| right to conduct affairs in this State as
provided in this Act.
| 12 |
| (Source: P.A. 92-33, eff. 7-1-01.)
| 13 |
| (805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
| 14 |
| Sec. 113.55.
Procedure for revocation of certificate of
| 15 |
| authority.
| 16 |
| (a) After the Secretary of State determines
that one or | 17 |
| more grounds exist under Section 113.50 of this
Act for the | 18 |
| revocation of authority of a
foreign corporation, he or she | 19 |
| shall send by regular mail to
each delinquent corporation a | 20 |
| Notice of Delinquency to its
registered office, or, if the | 21 |
| corporation has failed to
maintain a registered office, then to | 22 |
| the president or other
principal officer at the last known | 23 |
| office of said officer.
| 24 |
| (b) If the corporation does not correct the default within
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| 90 days following such notice, the Secretary of State shall
| 2 |
| thereupon revoke the authority of the
corporation by issuing a | 3 |
| certificate of revocation that
recites the grounds for | 4 |
| revocation and its effective date.
The Secretary of State shall | 5 |
| file the original of the
certificate in his or her office, mail | 6 |
| one copy to the
corporation at its registered office
or, if the | 7 |
| corporation has failed to maintain a registered office, then to
| 8 |
| the president or
other principal officer at the last known | 9 |
| office of said officer,
and file one copy for record in the
| 10 |
| office of the Recorder of the county in which the registered | 11 |
| office of the
corporation in this State is situated, to be | 12 |
| recorded by such Recorder.
The Recorder shall submit for | 13 |
| payment, on a quarterly basis, to the Secretary
of State
the | 14 |
| amount of filing fees incurred.
| 15 |
| (c) Upon the issuance of the certificate of revocation, the
| 16 |
| authority of the corporation to conduct affairs in this
State | 17 |
| shall cease and such revoked corporation shall not
thereafter | 18 |
| conduct any affairs in this State.
| 19 |
| (Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
| 20 |
| (805 ILCS 105/113.70) (from Ch. 32, par. 113.70)
| 21 |
| Sec. 113.70.
Conducting affairs without
authority. No | 22 |
| foreign corporation conducting affairs in
this state without | 23 |
| authority to do so is permitted
to maintain a civil action in | 24 |
| any court of this State, until
such corporation obtains such | 25 |
| authority. Nor
shall a civil action be maintained in any court |
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| of this
State by any successor or assignee of such corporation | 2 |
| on
any right, claim or demand arising out of conducting affairs
| 3 |
| by such corporation in this State, until
authority to conduct | 4 |
| affairs in this State is obtained by such corporation
or by a
| 5 |
| corporation which has acquired all or substantially all of
its | 6 |
| assets. The failure of a foreign corporation to obtain
a | 7 |
| certificate of authority to conduct affairs in this State
does | 8 |
| not impair the validity of any contract or act of such
| 9 |
| corporation, and does not prevent such corporation from
| 10 |
| defending any action in any court of this State.
| 11 |
| (Source: P.A. 92-33, eff. 7-1-01.)
| 12 |
| Section 30. The Co-operative Act is amended by changing | 13 |
| Section 4 as follows:
| 14 |
| (805 ILCS 310/4) (from Ch. 32, par. 308)
| 15 |
| Sec. 4.
Duplicate originals of the articles of | 16 |
| incorporation shall be
delivered to the Secretary of State. If | 17 |
| the Secretary of State finds that
the articles of incorporation | 18 |
| conform to law, he shall, when all franchise
taxes, fees, and | 19 |
| charges have been paid: (a) Endorse on each of such
duplicate | 20 |
| originals the word "Filed," and the month, day, and year of the
| 21 |
| filing thereof; (b) file one of such duplicate originals in his | 22 |
| office; (c) return a true copy of the articles of incorporation | 23 |
| to the incorporators or their representative, who shall within | 24 |
| 15 days file such document
issue a certificate of incorporation |
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| to which he shall affix the other
duplicate original. The | 2 |
| certificate of incorporation, together with the
duplicate | 3 |
| original of the articles of incorporation affixed thereto by | 4 |
| the
Secretary of State, shall be returned to the incorporators | 5 |
| or their
representative and within 15 days from the date | 6 |
| thereof shall be filed
for record in the office of the recorder | 7 |
| of the county in which
the registered office of the corporation | 8 |
| in this State is situated. Upon
the filing of the articles | 9 |
| issuance of the certificate of incorporation by the Secretary | 10 |
| of State,
the corporate existence shall begin, and such | 11 |
| articles certificate of incorporation
shall be conclusive | 12 |
| evidence, except as against the State, that all
conditions | 13 |
| precedent required to be performed by the incorporators have
| 14 |
| been complied with and that the corporation has been | 15 |
| incorporated under
this Act.
| 16 |
| (Source: P.A. 83-358.)
| 17 |
| Section 35. The Cemetery Association Act is amended by | 18 |
| changing Sections 2 and 3 as follows:
| 19 |
| (805 ILCS 320/2) (from Ch. 21, par. 36)
| 20 |
| Sec. 2.
Whenever six (6) or more persons shall present to | 21 |
| the Secretary of
State a petition setting forth that they | 22 |
| desire to organize a Cemetery
Association under this act, to be | 23 |
| located in (here insert the county) and
that said Cemetery | 24 |
| Association shall be known by the name and style of
(here |
|
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| insert the name of the association), that the Secretary of | 2 |
| State
shall issue to such persons and their successors in | 3 |
| trust, articles a certificate of
organization, which said | 4 |
| articles certificate of organization shall be in perpetuity
and | 5 |
| in trust for the use and benefit of all persons who may acquire | 6 |
| burial
lots in said cemetery.
| 7 |
| (Source: Laws 1903, p. 90.)
| 8 |
| (805 ILCS 320/3) (from Ch. 21, par. 37)
| 9 |
| Sec. 3.
| 10 |
| The persons so receiving the articles certificate of | 11 |
| organization shall cause the
same to be recorded in the | 12 |
| recorder's office of the county in which the
cemetery is | 13 |
| situated, and when so recorded, the association shall be deemed
| 14 |
| fully organized as a body corporate under the name adopted, and | 15 |
| in its
corporate name may sue and be sued. Whenever two-thirds | 16 |
| of the trustees
shall approve a resolution to change the name | 17 |
| of a cemetery association, a
copy of such resolution and | 18 |
| approval thereof duly certified by the
President and Secretary | 19 |
| of the association shall be filed in the office of
the State | 20 |
| Comptroller, and upon approval thereof shall be filed in the
| 21 |
| office of the Secretary of State. Whenever two-thirds of the | 22 |
| trustees of a
cemetery association approve a resolution to | 23 |
| dissolve such corporation a
copy of such resolution and | 24 |
| approval of the trustees duly certified by the
President and | 25 |
| Secretary shall be submitted to the Comptroller, and if
|
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| approved by him a copy of such resolution and approval of the | 2 |
| Comptroller
shall be duly filed by him in the office of the | 3 |
| Secretary of State. Where
the association has "care funds" | 4 |
| within the meaning of the "Cemetery Care
Act", approved July | 5 |
| 21, 1947, as amended, the Comptroller shall not approve
the | 6 |
| dissolution of any Cemetery Association unless proper | 7 |
| disposition has
been made of such care funds, as provided by | 8 |
| law, and in accordance with
the Cemetery Care Act. Upon the | 9 |
| filing of the resolution of either change
of name or | 10 |
| dissolution of such cemetery association in the office of the
| 11 |
| Secretary of State such change of name or dissolution of such | 12 |
| cemetery
association shall be complete. The Comptroller shall | 13 |
| so notify the trustees
of such cemetery association. Thereupon | 14 |
| the trustees shall cause a copy of
such resolution of either | 15 |
| change of name or dissolution to be recorded in
the recorder's | 16 |
| office of the county where the cemetery is situated.
| 17 |
| (Source: P.A. 78-592.)
| 18 |
| Section 99. Effective date. This Act takes effect January | 19 |
| 1, 2010.
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|
INDEX
| 2 |
|
Statutes amended in order of appearance
|
| 3 |
| 75 ILCS 60/3 |
from Ch. 81, par. 34 |
| 4 |
| 75 ILCS 60/3.1 |
from Ch. 81, par. 34.1 |
| 5 |
| 75 ILCS 60/4 |
from Ch. 81, par. 35 |
| 6 |
| 310 ILCS 5/13 |
from Ch. 67 1/2, par. 163 |
| 7 |
| 310 ILCS 5/15 |
from Ch. 67 1/2, par. 165 |
| 8 |
| 310 ILCS 5/16 |
from Ch. 67 1/2, par. 166 |
| 9 |
| 315 ILCS 20/8 |
from Ch. 67 1/2, par. 258 |
| 10 |
| 315 ILCS 20/9 |
from Ch. 67 1/2, par. 259 |
| 11 |
| 805 ILCS 5/4.10 |
from Ch. 32, par. 4.10 |
| 12 |
| 805 ILCS 5/4.20 |
from Ch. 32, par. 4.20 |
| 13 |
| 805 ILCS 5/11.37 |
from Ch. 32, par. 11.37 |
| 14 |
| 805 ILCS 5/12.50 |
from Ch. 32, par. 12.50 |
| 15 |
| 805 ILCS 5/15.45 |
from Ch. 32, par. 15.45 |
| 16 |
| 805 ILCS 5/15.90 |
from Ch. 32, par. 15.90 |
| 17 |
| 805 ILCS 105/101.70 |
from Ch. 32, par. 101.70 |
| 18 |
| 805 ILCS 105/104.05 |
from Ch. 32, par. 104.05 |
| 19 |
| 805 ILCS 105/104.20 |
from Ch. 32, par. 104.20 |
| 20 |
| 805 ILCS 105/112.50 |
from Ch. 32, par. 112.50 |
| 21 |
| 805 ILCS 105/113.20 |
from Ch. 32, par. 113.20 |
| 22 |
| 805 ILCS 105/113.55 |
from Ch. 32, par. 113.55 |
| 23 |
| 805 ILCS 105/113.70 |
from Ch. 32, par. 113.70 |
| 24 |
| 805 ILCS 310/4 |
from Ch. 32, par. 308 |
| 25 |
| 805 ILCS 320/2 |
from Ch. 21, par. 36 |
|
|
|
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| 805 ILCS 320/3 |
from Ch. 21, par. 37 |
| |
|