(805 ILCS 105/113.15) (from Ch. 32, par. 113.15)
Sec. 113.15.
Application for authority.
(a) A foreign corporation, in order to procure authority to conduct affairs
in this State,
shall execute and file in duplicate an application therefor,
in accordance with Section 101.10 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 104.05 of this Act together with the State or country under the laws of which it is organized;
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(2) The date of its incorporation and the period of
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(3) The address, including street and number, if any,
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(4) The address, including street and number, or
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| rural route number, of its proposed registered office in this State, and the name of its proposed registered agent in this State at such address;
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(5) (Blank);
(6) The purpose or purposes for which it was
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| organized which it proposes to pursue in the conduct of affairs in this State;
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(7) The names and respective addresses, including
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| street and number, or rural route number, of its directors and officers;
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(8) With respect to any foreign corporation a purpose
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| of which is to function as a club, as defined in Section 1-3.24 of "The Liquor Control Act of 1934," as now or hereafter amended, a statement that it will comply with the State and local laws and ordinances relating to alcoholic liquors; and
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(9) Such additional information as may be necessary
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| or appropriate in order to enable the Secretary of State to determine whether such corporation is entitled to be granted authority to conduct affairs in this State.
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(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
authority.
(Source: P.A. 92-33, eff. 7-1-01 .)
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(805 ILCS 105/113.45) (from Ch. 32, par. 113.45)
Sec. 113.45.
Withdrawal of foreign corporation.
A
foreign corporation authorized to conduct affairs in this
State may withdraw from this State upon filing with the
Secretary of State an application for withdrawal. In
order to
procure such withdrawal, such foreign
corporation shall either:
(a) Execute and file in duplicate, in accordance with
Section 101.10 of this Act, an application for withdrawal
and a final report which shall set forth:
(1) That it surrenders its authority to conduct |
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(2) That it revokes the authority of its registered
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| 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 conduct affairs in this State may thereafter be made on such corporation by service thereof on the Secretary of State;
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(3) A post office address to which may be mailed a
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| copy of any process against the corporation that may be served on the Secretary of State;
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(4) The name of the corporation and the state or
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| country under the laws of which it is organized; and
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(5) Such additional information as may be necessary
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| or appropriate in order to enable the Secretary of State to determine and assess any unpaid fees payable by such foreign corporation as in this Act prescribed; or
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(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 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) of this Section,
the Secretary of State shall file the application
for 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 a copy of the articles of dissolution in
his or her office.
Upon the filing of the application for withdrawal or copy of the articles of
dissolution, the
authority of the corporation to conduct affairs in this
State shall cease.
(Source: P.A. 92-33, eff. 7-1-01.)
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(805 ILCS 105/113.50) (from Ch. 32, par. 113.50)
Sec. 113.50. Grounds for revocation of
authority. (a) The authority of a foreign
corporation to conduct affairs in this State may be revoked
by the Secretary of State:
(1) 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;
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(2) If the authority of the corporation was procured
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| through fraud practiced upon the State;
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(3) If the corporation has continued to exceed or
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| abuse the authority conferred upon it by this Act;
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(4) Upon the failure of the corporation to keep on
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| file in the office of the Secretary of State duly authenticated copies of each amendment to its articles of incorporation;
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(5) Upon the failure of the corporation to appoint
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| and maintain a registered agent in this State;
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(6) Upon the failure of the corporation to file any
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| report after the period prescribed by this Act for the filing of such report;
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(7) Upon the failure of the corporation to pay any
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| fees or charges prescribed by this Act;
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(8) For misrepresentation of any material matter in
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| any application, report, affidavit, or other document filed by such corporation pursuant to this Act;
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(9) Upon the failure of the corporation to renew its
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| assumed name or to apply to change its assumed name pursuant to the provisions of this Act, when the corporation can only conduct affairs within this State under its assumed name in accordance with the provisions of Section 104.05 of this Act;
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(10) Upon notification from the local liquor
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| commissioner, pursuant to Section 4-4(3) of the Liquor Control Act of 1934, that a foreign corporation functioning as a club in this State has violated that Act by selling or offering for sale at retail alcoholic liquors without a retailer's license; or
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(11) When, in an action by the Attorney General,
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| under the provisions of the Consumer Fraud and Deceptive Business Practices Act, the Solicitation for Charity Act, or the Charitable Trust Act, a court has found that the corporation substantially and willfully violated any of such Acts.
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(b) The enumeration of grounds for revocation in paragraphs
(1) through
(11) of subsection (a) shall not preclude any action by
the Attorney General
which is authorized by any other statute of the State of Illinois or the common
law.
(Source: P.A. 99-642, eff. 7-28-16.)
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(805 ILCS 105/113.60) (from Ch. 32, par. 113.60)
Sec. 113.60. Reinstatement following revocation.
(a) A
foreign corporation revoked under Section 113.55 of this Act
may be reinstated by the Secretary of State 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; and
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(3) The payment to the Secretary of State by the
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| corporation of all fees and penalties then due and theretofore becoming due.
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(b) The application for reinstatement shall be executed and
filed in duplicate in accordance with Section 101.10 of this
Act and shall set forth:
(1) The name of the corporation at the time of the
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| issuance of the certificate of revocation;
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(2) If such name is not available for use as
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| determined by the Secretary of State at the time of filing the application for reinstatement, the name of the corporation as changed, or the assumed corporate name which the corporation elects to adopt for use in this State in accordance with Section 104.05; provided, however, that any change of name is properly effected pursuant to Sections 113.30 and Section 113.40 of this Act, and any adoption of assumed corporate name is properly effected pursuant to Section 104.15 of this Act;
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(3) The date of the issuance of the certificate of
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(4) The address, including street and number, or
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| 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 105.10 of this Act.
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(c) When a revoked corporation has complied with the
provisions of this Section, the Secretary of State shall
file the application for reinstatement.
(d) Upon the filing of the application for reinstatement,
the authority of the corporation to conduct affairs 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 authority had not been revoked; and all
acts and proceedings of its officers, directors and members,
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. 94-605, eff. 1-1-06.)
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