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Illinois Compiled Statutes
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() 805 ILCS 105/Art. 1
(805 ILCS 105/Art. 1 heading)
ARTICLE 1.
GENERAL PROVISIONS
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805 ILCS 105/101.01
(805 ILCS 105/101.01) (from Ch. 32, par. 101.01)
Sec. 101.01.
Short title.
This Act shall be known and
may be cited as the "General Not For Profit Corporation Act
of 1986".
(Source: P.A. 84-1423.)
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805 ILCS 105/101.05
(805 ILCS 105/101.05) (from Ch. 32, par. 101.05)
Sec. 101.05.
Powers of Secretary of State.
The
Secretary of State shall have the power and authority
reasonably necessary to administer this Act efficiently and
to perform the duties therein imposed.
(Source: P.A. 84-1423 .)
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805 ILCS 105/101.10
(805 ILCS 105/101.10) (from Ch. 32, par. 101.10)
Sec. 101.10. 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 shall be signed by | | the incorporator or incorporators.
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(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 and verified by him or her; or
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(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
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(iii) If it shall appear from the document that
| | there are no such officers or directors, then by the members, or such of them as may be designated by the members at a lawful meeting; or
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(iv) 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.
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(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; or
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(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.
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(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
| | as provided by this Act, one true copy, which may be signed, or carbon or photocopy shall be delivered to the office of the Secretary of State.
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(2) All fees 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.
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(3) If the Secretary of State finds that the document
| | conforms to law, he or she shall, when all fees and charges have been paid as in this Act prescribed:
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(i) Endorse on the original and on the true copy,
| | if any, the word "filed" and the month, day and year thereof;
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(ii) File the original in his or her office;
(iii) (Blank); and
(iv) If the filing is in duplicate, he or she
| | shall return the copy to the corporation or its representative.
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(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. 99-608, eff. 7-22-16.)
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805 ILCS 105/101.11 (805 ILCS 105/101.11) Sec. 101.11. Electronic filing. Documents or reports submitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgement of the person, 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. Compliance with this Section shall satisfy the signature provisions of Section 101.10 of this Act, which shall otherwise apply.
(Source: P.A. 95-368, eff. 8-23-07.) |
805 ILCS 105/101.15
(805 ILCS 105/101.15) (from Ch. 32, par. 101.15)
Sec. 101.15.
Statement of correction.
(a) Whenever any
instrument authorized to be filed with the Secretary of
State under any provision of this Act has been so filed and,
as of the date of the action therein referred to, contains
any misstatement of fact, typographical error, error of
transcription or any other error or defect, or was
defectively or erroneously executed, such instrument may be
corrected by filing, in accordance with Section 101.10 of
this Act, a statement of correction.
(b) A statement of correction shall set forth:
(1) The name or names of the corporation or | | corporations and the State or country under the laws of which each is organized.
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(2) The title of the instrument being corrected and
| | the date it was filed by the Secretary of State.
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(3) The inaccuracy, error or defect to be corrected
| | and the portion of the instrument in corrected form.
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(c) A statement of correction shall be executed in the same
manner in which the instrument being corrected was required
to be executed.
(d) The corrected instrument shall be effective as of the
date the original instrument was filed.
(e) A statement of correction shall not:
(1) Effect any change or amendment of articles which
| | would not in all respects have complied with the requirements of this Act;
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(2) Take the place of any document, statement or
| | report otherwise required to be filed by this Act;
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(3) Affect any right or liability accrued or incurred
| | before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having such right has not detrimentally relied on the original instrument;
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(4) Alter the provisions of the articles of
| | incorporation with respect to the corporation name or purpose or the names and addresses of the incorporators or initial directors;
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(5) Alter the provisions of the application for
| | authority of a foreign corporation with respect to the corporation name;
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(6) Alter the provisions of the application to adopt
| | or change an assumed corporate name with respect to the assumed corporate name; or
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(7) Alter the wording of any resolution which was in
| | fact adopted by the board of directors or by the members entitled to vote.
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(Source: P.A. 93-59, eff. 7-1-03.)
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805 ILCS 105/101.20
(805 ILCS 105/101.20) (from Ch. 32, par. 101.20)
Sec. 101.20.
Certificates and certified copies of
certain documents to be received in evidence. All
certificates issued by the Secretary of State in accordance
with the provisions of this Act and all copies of documents
filed in the Secretary's office in accordance with the
provisions of this Act when certified by him or her, shall
be taken and received in all courts, public offices, and
official bodies as prima facie evidence of the facts therein
stated. A certificate by the Secretary of State under the
Great Seal of the State of Illinois, as to the existence or
nonexistence of the facts relating to corporations which
would not appear from a certified copy of any of the
foregoing documents or certificates shall be taken and
received in all courts, public offices, and official bodies
as prima facie evidence of the existence or nonexistence of
the facts therein stated.
(Source: P.A. 84-1423.)
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805 ILCS 105/101.25
(805 ILCS 105/101.25) (from Ch. 32, par. 101.25)
Sec. 101.25. Lists of corporations; exchange of information.
(a) The Secretary of
State shall include in his or her daily publication lists of
business corporations formed on that day as provided in
paragraph (1) of subsection (b) of Section 1.25 of the
Business Corporation Act of 1983 all not-for-profit
corporations formed on the day of publication of such lists and shall publish such information as open data pursuant to that subsection.
(b) The Secretary of State shall include among information to be exchanged
with the Department of Healthcare and Family Services, as provided in subsection (c) of
Section 1.25 of the Business Corporation Act of 1983, information regarding all
not-for-profit corporations formed pursuant to this Act. (c) Public data sets made available pursuant to this Section are provided for informational purposes only. The Secretary of State does not warrant the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set made available on the web portal, nor are such warranties to be implied or inferred with respect to the public data sets furnished under this Act. (d) The State is not liable for any deficiencies in the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set or any third-party application utilizing such data set, unless such deficiencies are the result of willful or wanton action of the Secretary of State or its employees or agents.
(Source: P.A. 102-49, eff. 1-1-22 .)
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805 ILCS 105/101.30
(805 ILCS 105/101.30) (from Ch. 32, par. 101.30)
Sec. 101.30.
Abstract of corporate record.
(a) The
Secretary of State may, upon receipt of a written request
and payment of a fee as determined by the Secretary, furnish to the
person or agency so requesting an abstract of the corporate
record of any domestic or foreign corporation licensed to
conduct affairs in the State of Illinois. All requests for
abstracts shall be made in the manner and the form
prescribed by the Secretary of State.
(b) The Secretary of State may certify an abstract of a
corporate record upon written request therefor. The fee for
such certification shall be $5 in addition to the fee
required for furnishing an abstract of record as provided
herein. Such certification shall be made under the
signature of the Secretary of State and shall be
authenticated by the Seal of his or her office.
(c) The fees provided in this Section for abstracts of
corporate records and certifications of abstracts shall not
be applicable to any federal, state or local governmental
agency requesting such information or certification.
(Source: P.A. 84-1423.)
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805 ILCS 105/101.35
(805 ILCS 105/101.35) (from Ch. 32, par. 101.35)
Sec. 101.35.
Interrogatories to be propounded by
Secretary of State. The Secretary of State may propound to
any corporation, domestic or foreign, subject to the
provisions of this Act, and to any officer or director
thereof, such interrogatories as may be reasonably necessary
and proper to enable the Secretary to ascertain whether such
corporation has complied with all the provisions of this Act
applicable to such corporation. Such interrogatories shall
be answered within thirty days after the mailing thereof, or
within such additional time as shall be fixed by the
Secretary of State, and the answers thereto shall be full
and complete and shall be made in writing and under oath.
If such interrogatories be directed to an individual they
shall be answered by him or her, and if directed to a
corporation they shall be answered by the president, vice-president,
secretary, or assistant secretary thereof. The
Secretary of State need not file any document to which such
interrogatories relate until such interrogatories be
answered as herein provided, and not then if the answers
thereto disclose that such document is not in conformity
with the provisions of this Act. The Secretary of State
shall certify to the Attorney General, for such action as
the Attorney General may deem appropriate, all
interrogatories and answers thereto which disclose a
violation of any of the provisions of this Act.
(Source: P.A. 84-1423.)
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805 ILCS 105/101.40
(805 ILCS 105/101.40) (from Ch. 32, par. 101.40)
Sec. 101.40.
Information disclosed by interrogatories.
Interrogatories propounded by the Secretary of State and the
answers thereto shall not be open to public inspection nor
shall the Secretary of State disclose any facts or
information obtained therefrom except in so far as official
duty may require the same answers to be made public or in
the event such interrogatories or the answers thereto as
required for evidence in any criminal proceeding or in any
other action by the State. Such information disclosed by
interrogatories shall be exempt from inspection and copying
under "The Freedom of Information Act", certified
December 27, 1983, as amended.
(Source: P.A. 84-1423.)
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805 ILCS 105/101.45
(805 ILCS 105/101.45) (from Ch. 32, par. 101.45)
Sec. 101.45.
Judicial review under the Administrative
Review Law. If the Secretary of State shall fail to approve
any articles of incorporation, amendment, merger,
consolidation, or dissolution, or any other document
required by this Act to be approved by the Secretary of
State before the same shall be filed in his or her office,
the Secretary shall, within 10 days after the delivery
thereof to him or her, give written notice of his or her
disapproval to the person or corporation, domestic or
foreign, delivering the same, specifying the reasons
therefor. The decision of the Secretary of State is subject
to judicial review under the Administrative Review Law, as
now or hereafter amended.
If the Secretary of State shall revoke the certificate of
authority to conduct affairs in this State of any foreign
corporation, pursuant to this Act, such decision shall be
subject to judicial review under the Administrative Review
Law, as now or hereafter amended.
Appeals from all final orders and judgment entered by the
circuit court under this section in review of any ruling or
decision of the Secretary of State may be taken as in other
civil actions by either party to the proceeding.
(Source: P.A. 84-1423.)
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805 ILCS 105/101.50
(805 ILCS 105/101.50) (from Ch. 32, par. 101.50)
Sec. 101.50.
Administrative Procedure Act.
The Illinois Administrative
Procedure Act is expressly adopted and incorporated herein as if all of the
provisions of that Act were included in this Act, except that the provision of
subsection (d) of Section 10-65 of the Illinois Administrative Procedure Act
which provides that at hearing the licensee has the right to show compliance
with all lawful requirements for retention, continuation or renewal of the
license is specifically excluded. For the purposes of this Act the notice
required under Section 10-25 of the Illinois Administrative Procedure Act is
deemed sufficient when mailed to the last known address of a party.
(Source: P.A. 88-45.)
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805 ILCS 105/101.55
(805 ILCS 105/101.55) (from Ch. 32, par. 101.55)
Sec. 101.55.
Certain powers reserved to General Assembly.
(a) The General Assembly shall at all times have power to prescribe such
provisions and limitations as it may deem advisable, which
provisions and limitations shall be binding upon any and all
corporations, domestic or foreign, subject to the provisions of this Act,
and the General Assembly shall have power to amend, repeal, or modify this
Act at its pleasure.
(b) The Secretary of State shall have the power to promulgate,
amend or repeal rules and regulations deemed necessary to efficiently
administer this Act. The rules and regulations adopted by the Secretary of State under
this Act shall be effective in the manner provided for in "The Illinois
Administrative Procedure Act", approved September 22, 1975, as amended.
(Source: P.A. 85-1269.)
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805 ILCS 105/101.60
(805 ILCS 105/101.60) (from Ch. 32, par. 101.60)
Sec. 101.60.
Effect of repeal of prior law on rights
accrued or liabilities or penalties incurred. The repeal of
a law by this Act shall not affect any right accrued or
established, or any liability or penalty incurred, under the
provisions of such law, prior to the repeal thereof.
(Source: P.A. 84-1423.)
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805 ILCS 105/101.70
(805 ILCS 105/101.70) (from Ch. 32, par. 101.70)
Sec. 101.70. Application of Act. (a) Except as
otherwise provided in this Act, the
provisions of this Act relating to domestic corporations
shall apply to:
(1) All corporations organized hereunder;
(2) All corporations heretofore organized under the | | "General Not for Profit Corporation Act", approved July 17, 1943, as amended;
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(3) All not-for-profit corporations heretofore
| | organized under Sections 29 to 34, inclusive, of an Act entitled "An Act Concerning Corporations" approved April 18, 1872, in force July 1, 1872, as amended;
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(4) Each not-for-profit corporation, without shares
| | or capital stock, heretofore organized under any general law or created by Special Act of the Legislature of this State for a purpose or purposes for which a corporation may be organized under this Act, but not otherwise entitled to the rights, privileges, immunities and franchises provided by this Act, which shall elect to accept this Act as hereinafter provided; and
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(5) Each corporation having shares or capital stock,
| | heretofore organized under any general law or created by Special Act of the Legislature of this State prior to the adoption of the Constitution of 1870, for a purpose or purposes for which a corporation may be organized under this Act, which shall elect to accept this Act as hereinafter provided.
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(b) Except as otherwise provided by this Act,
the provisions of this Act relating to foreign
corporations shall apply to:
(1) All foreign corporations which procure authority
| | hereunder to conduct affairs in this State;
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(2) All foreign corporations heretofore having
| | authority to conduct affairs in this State under the "General Not for Profit Corporation Act", approved July 17, 1943, as amended; and
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(3) All foreign not-for-profit corporations
| | conducting affairs in this State for a purpose or purposes for which a corporation might be organized under this Act.
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(c) The provisions of subsection (b) of Section 110.05 of
this Act relating to revival of the articles of
incorporation and extension of the period of corporate
duration of a domestic corporation shall apply to all
corporations organized under the "General Not for Profit
Corporation Act", approved July 17, 1943, as amended, and
whose period of duration has expired.
(d) The provisions of Section 112.45 of this Act relating
to reinstatement following administrative dissolution of a
domestic corporation shall apply to all corporations
involuntarily dissolved after June 30, 1974, by the
Secretary of State, pursuant to Section 50a of the "General
Not for Profit Corporation Act", approved July 17, 1943,
as amended.
(e) The provisions of Section 113.60 of this Act relating
to reinstatement following revocation of
authority of a foreign corporation shall apply to all
foreign corporations which had their
authority revoked by the Secretary of State pursuant to
Section 84 or Section 84a of the "General Not for Profit
Corporation Act", approved July 17, 1943, as amended.
(f) Conversions and domestications are governed by the Entity Omnibus Act.
(Source: P.A. 100-561, eff. 7-1-18 .)
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805 ILCS 105/101.75
(805 ILCS 105/101.75) (from Ch. 32, par. 101.75)
Sec. 101.75.
Election to Accept Act.
(a) Any not-for-profit
corporation without shares or capital stock
heretofore organized under any General Law or created by
Special Act of the Legislature of this State, or any
corporation having shares or capital stock organized under
any General Law or created by Special Act of the Legislature
of this State prior to the adoption of the Constitution of
1870, for a purpose or purposes for which a corporation may
be organized under this Act, or any corporation formed for
religious purposes under An Act Concerning Corporations,
effective July 1, 1872, as amended, may elect to accept this
Act in the following manner:
(1) Unless the articles of incorporation or the | | equivalent or the bylaws provide otherwise, where there are members or shareholders entitled to vote, the board of directors shall adopt a resolution recommending that the corporation accept this Act and directing that the question of such acceptance be submitted to a vote at a meeting of the members or shareholders entitled to vote, which may be either an annual or a special meeting. The members or shareholders entitled to vote may elect that such corporation accept this Act by the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy.
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(2) Unless the articles of incorporation or the
| | equivalent or the bylaws provide otherwise, where there are no members or shareholders having voting rights, election to accept this Act may be made at a meeting of the board of directors pursuant to a majority vote of the directors present and voting at a meeting at which a quorum is present.
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(b) Upon complying with Subsection (a), the corporation
shall execute and file in duplicate a statement, in
accordance with Section 101.10 of this Act, and shall also
file a copy of its articles of incorporation, if any, and
all amendments thereto. Such statement shall set forth:
(1) A corporate name for the corporation that
| | satisfies the requirements of this Act;
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(2) The specific purpose or purposes for which the
| | corporation is organized, from among the purposes authorized in Section 103.05 of this Act;
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(3) The address of the corporation's registered
| | office and the name of its registered agent at that office;
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(4) The names and respective addresses of its
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(5) A statement that the attached copy, if any, of
| | the articles of incorporation of the corporation is true and correct;
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(6) A statement by the corporation that it has
| | elected to accept this Act and that all reports have been filed and all fees, taxes and penalties due to the State of Illinois, accruing under any Act to which the corporation has theretofore been subject, have been paid;
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(7) Where there are members or shareholders having
| | voting rights, a statement setting forth the date of the meeting of the members or shareholders at which the election to accept this Act was made; that a quorum was present at such meeting, and that such acceptance was authorized either by the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy, or in compliance with any different provision of the articles of incorporation or their equivalent or of the bylaws.
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(8) Where there are no members or shareholders having
| | voting rights, a statement of such fact, the date of the meeting of the board of directors at which the election to accept this Act was made, that a quorum was present at such meeting, and that such acceptance was authorized by majority vote of the directors present and voting at such meeting;
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(9) A statement that, in addition, the corporation
| | followed the requirements of its articles of incorporation and bylaws so far as applicable in effecting such acceptance;
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(10) Where the corporation has issued shares of
| | stock, a statement of such fact, including the number of shares theretofore authorized, the number issued and outstanding; and a statement that all issued and outstanding shares of stock have been delivered to the corporation to be canceled upon the acceptance of this Act by the corporation becoming effective and that from and after the effective date of said acceptance, the authority to issue shares shall be thereby terminated.
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(c) When the provisions of Subsection (b) have been
complied with, the Secretary of State shall file the statement of acceptance.
(d) Upon the filing of a statement of
acceptance, the
election of the corporation to accept this Act shall become
effective, and such corporation shall have the same powers
and privileges, and be subject to the same duties,
restrictions, penalties and liabilities as though such
corporation had been originally organized hereunder, and
shall also be subject to any duty or obligation expressly
imposed upon such corporation by its special charter;
provided, however,
(1) That no amendment to the articles of
| | incorporation adopted after such election to accept this Act shall release or terminate any duty or obligation expressly imposed upon any such corporation under and by virtue of such special charter, or enlarge any right, power, or privilege granted any such corporation under a special charter except to the extent that such right, power or privilege might have been included in the articles of incorporation of a corporation organized under this Act; and
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(2) That in the case of any corporation with issued
| | shares of stock, the holders of such issued shares who surrender them to the corporation to be canceled upon the acceptance of this Act by the corporation becoming effective, shall have such rights as the election to accept this Act provides.
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(Source: P.A. 92-33, eff. 7-1-01.)
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805 ILCS 105/101.80
(805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
Sec. 101.80. 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) "Anniversary" means that day each year exactly one or
more years after:
(1) The date of filing the articles of incorporation | | prescribed by Section 102.10 of this Act, in the case of a domestic corporation;
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(2) The date of filing the application for authority
| | prescribed by Section 113.15 of this Act in the case of a foreign corporation;
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(3) The date of filing the statement of acceptance
| | prescribed by Section 101.75 of this Act, in the case of a corporation electing to accept this Act; or
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(4) The date of filing the articles of consolidation
| | prescribed by Section 111.25 of this Act in the case of a consolidation.
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(b) "Anniversary month" means the month in which the
anniversary of the corporation occurs.
(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
or set forth in a statement of election to accept this Act,
and all amendments thereto, whether evidenced by articles of
amendment, articles of merger or statement of correction
affecting articles. 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. In the case of a corporation
created by a Special Act of the Legislature, "Articles of
incorporation" means the special charter and any amendments
thereto made by Special Act of the Legislature or pursuant
to general laws.
(d) "Board of directors" means the group of persons vested
with the management of the affairs of the corporation
irrespective of the name by which such group is designated.
(e) "Bylaws" means the code or codes of rules adopted for
the regulation or management of the affairs of the
corporation irrespective of the name or names by which such
rules are designated.
(f) "Corporation" or "domestic corporation" means a
domestic not-for-profit corporation subject to the
provisions of this Act, except a foreign corporation.
(g) "Delivered," for the purpose of determining if any
notice required by this Act is effective, means:
(1) Transferred or presented to someone in person;
(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;
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(3) Posted at such place and in such manner or
| | otherwise transmitted to the person's premises as may be authorized and set forth in the articles of incorporation or the bylaws; or
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(4) Transmitted by electronic means to the e-mail
| | address, facsimile number, or other contact information appearing on the records of the corporation as may be authorized or approved in the articles of incorporation or the bylaws.
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(h) "Foreign corporation" means a not-for-profit
corporation as defined and organized under the laws other
than the laws of this State, for a purpose or purposes for
which a corporation may be organized under this Act.
(i) "Incorporator" means one of the signers of the original
articles of incorporation.
(j) "Insolvent" means that a corporation is unable to pay
its debts as they become due in the usual course of the
conduct of its affairs.
(k) "Member" means a person or any organization, whether
not for profit or otherwise, having membership rights in a
corporation in accordance with the provisions of its
articles of incorporation or bylaws.
(l) "Net assets," for the purpose of determining the
authority of a corporation to make distributions, is equal
to the difference between the assets of the corporation and
the liabilities of the corporation.
(m) "Not-for-profit corporation" means a corporation
subject to this Act and organized solely for one or more of
the purposes authorized by Section 103.05 of this Act.
(n) "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.
(o) "Special charter" means the charter granted to a
corporation created by special act of the Legislature
whether or not the term "charter" or "special charter" is
used in such special act.
(p) Unless otherwise prohibited by the articles of incorporation or the bylaws
of the corporation, actions required to be "written", to be "in writing", to
have "written
consent", to have "written approval" and the like by or of members, directors,
or committee
members shall include any communication transmitted or received by electronic
means.
(Source: P.A. 96-649, eff. 1-1-10.)
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805 ILCS 105/Art. 2
(805 ILCS 105/Art. 2 heading)
ARTICLE 2.
FORMATION OF CORPORATIONS
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805 ILCS 105/102.05
(805 ILCS 105/102.05) (from Ch. 32, par. 102.05)
Sec. 102.05.
Incorporators.
One or more incorporators
may organize a corporation under this Act. Each
incorporator shall be either a corporation, domestic or
foreign, whether not for profit or otherwise, or a natural
person of the age of 18 years or more.
(Source: P.A. 84-1423.)
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805 ILCS 105/102.10
(805 ILCS 105/102.10) (from Ch. 32, par. 102.10)
Sec. 102.10.
Articles of Incorporation.
The articles of
incorporation shall be executed and filed in duplicate in
accordance with Section 101.10 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;
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(2) The specific purpose or purposes for which the
| | corporation is organized, from among the purposes authorized in Section 103.05 of this Act;
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(3) The address of the corporation's initial
| | registered office and the name of its initial registered agent at that office;
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(4) The name and address of each incorporator;
(5) The number of directors constituting the first
| | board of directors and the names and addresses of each such director;
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(6) With respect to any organization a purpose 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;
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(7) Whether the corporation is a condominium
| | association as established under the Condominium Property Act, a cooperative housing corporation defined in Section 216 of the Internal Revenue Code of 1954 or a homeowner association which administers a common-interest community as defined in subsection (c) of Section 9-102 of the Code of Civil Procedure.
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(b) The articles of incorporation may set forth:
(1) Provisions not inconsistent with law with respect
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(i) Managing and regulating the affairs of the
| | corporation, including any provision for distribution of assets on final dissolution;
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(ii) Providing that the corporation shall have no
| | members, or shall have one or more classes of members;
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(iii) Limiting, enlarging or denying the right of
| | the members of any class or classes of members, to vote;
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(iv) Defining, limiting, and regulating the
| | rights, powers and duties of the corporation, its officers, directors and members; or
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(v) Superseding any provision of this Act that
| | requires for approval of corporation action a two-thirds vote of members or class of members entitled to vote by specifying any smaller or larger vote requirement not less than a majority of the votes which members entitled to vote on a matter shall vote, either in person or by proxy, at a meeting at which there is a quorum.
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(2) Any provision that under this Act is required or
| | permitted to be set forth in the articles of incorporation or bylaws.
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(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) When the provisions of this Section have been complied
with, the Secretary of State shall file the articles of
incorporation.
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
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805 ILCS 105/102.15
(805 ILCS 105/102.15) (from Ch. 32, par. 102.15)
Sec. 102.15.
Effect of
incorporation. Upon the filing of articles
of
incorporation by the Secretary of State, the corporate
existence shall begin, and such filing
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. 92-33, eff. 7-1-01.)
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805 ILCS 105/102.20
(805 ILCS 105/102.20) (from Ch. 32, par. 102.20)
Sec. 102.20.
Organization of Corporation.
(a) After
filing the articles of
incorporation, the first
meeting of the board of directors shall be held at the call
of a majority of the incorporators or of the directors for
the purpose of:
(1) Adopting bylaws;
(2) Electing officers; and
(3) Such other purposes as may come before the | |
In lieu of a meeting, director action may be taken by
consent in writing, pursuant to Section 108.45 of this Act.
(b) If the corporation has members, a first meeting of the
members may be held at the call of an officer or of a
majority of the directors, for such purposes as shall be
stated in the notice of the meeting.
If the corporation has members entitled to vote, then
in lieu of a meeting, member action may be taken by consent
in writing, pursuant to Section 107.10 of this Act.
(c) 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. 92-33, eff. 7-1-01.)
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805 ILCS 105/102.25
(805 ILCS 105/102.25) (from Ch. 32, par. 102.25)
Sec. 102.25.
Bylaws.
The initial bylaws of a
corporation shall be adopted by its board of directors. The
power to alter, amend or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors unless
otherwise provided in the articles of incorporation or the
bylaws. The bylaws may contain any provisions for the
regulation and management of the affairs of a corporation
not inconsistent with law or the articles of incorporation.
(Source: P.A. 84-1423.)
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805 ILCS 105/102.30
(805 ILCS 105/102.30) (from Ch. 32, par. 102.30)
Sec. 102.30.
Emergency bylaws.
The board of directors
of any corporation, subject to approval by not less than a
majority of the members voting on the proposal, may adopt
emergency bylaws, subject to repeal or change by action of
the members, which, to the extent therein provided and
notwithstanding any different provisions elsewhere in this
Act or in the articles of incorporation or bylaws, shall be
operative upon (a) the declaration of a civil defense
emergency by the President of the United States or by
concurrent resolution of the Congress of the United States
pursuant to Title 50, Appendix, Section 2291 of the United
States Code, or any amendment thereof, or (b) upon a
proclamation of a civil defense emergency by the Governor of
the State of Illinois which relates to an attack or imminent
attack on the United States or any of its possessions. Such
emergency bylaws shall cease to be effective and shall be
suspended upon any proclamation by the President of the
United States, or the passage by the Congress of a
concurrent resolution, or any declaration by the Governor of
Illinois that such civil defense emergency no longer exists.
Emergency bylaws adopted pursuant to this Act may contain
such provisions as may be deemed practical and necessary for
the interim management of the affairs of the corporation,
including, without limitation, provisions with respect to
the number of directors or members who shall constitute a
quorum at a meeting of the board of directors or the
members, the number of votes necessary for action by such
board or by the members, the procedure for holding a special
election of directors and the procedure for calling and
holding meetings of members or directors. No officer,
director or employee shall be liable for any action taken by
him or her in good faith in such an emergency to protect or
preserve assets of the corporation endangered by the
existence of such emergency even though not authorized by
the bylaws then in effect.
Notwithstanding anything contained herein to the contrary,
emergency bylaws adopted pursuant to this Act shall not
supersede the regular bylaws of the corporation, the
articles of incorporation or the provisions of this Act, in
respect of amending the articles of incorporation or the
regular bylaws of the corporation, adopting a plan of
merger or consolidation with another corporation or
corporations, authorizing the sale, lease, exchange, or
other disposition of all or substantially all of the
property and assets of the corporation other than in the
usual and regular course of business, or authorizing the
dissolution of the corporation; and the regular bylaws of
the corporation, the articles of incorporation and the
provisions of this Act shall continue in full force and
effect for such purposes.
(Source: P.A. 84-1423.)
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805 ILCS 105/102.35
(805 ILCS 105/102.35) (from Ch. 32, par. 102.35)
Sec. 102.35.
Incorporation of an association or society.
(a) When an unincorporated association or society, organized for any of
the purposes for which a corporation could be formed under this Act,
authorizes the incorporation of the association or society by the same
procedure and affirmative vote of its voting members or delegates as its
constitution, bylaws, or other fundamental agreement requires for an
amendment to its fundamental agreement or, if no such vote is specified, by
a majority vote of the voting members present at a duly convened meeting the
purpose of which is stated in the notice of the meeting, then following the
filing of articles of incorporation under Section 102.10 setting forth
those facts and that the required vote has been obtained and upon the
filing of the articles of incorporation, the
association or society
shall become a corporation and the members of the association or society shall
become members of the corporation in accordance with provisions in the
articles to that effect.
(b) Upon incorporation, all the rights, privileges, immunities, powers,
franchise, authority, and property of the unincorporated association or
society shall pass to and vest in the corporation, and all obligations of
the unincorporated association or society shall become obligations of the
corporation.
(Source: P.A. 92-33, eff. 7-1-01.)
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805 ILCS 105/Art. 3
(805 ILCS 105/Art. 3 heading)
ARTICLE 3.
PURPOSES AND POWERS
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805 ILCS 105/103.05 (805 ILCS 105/103.05) (from Ch. 32, par. 103.05) Sec. 103.05. Purposes and authority of corporations; particular purposes; exemptions. (a) Not-for-profit corporations may be organized under this Act for any one or more of the following or similar purposes: (1) Charitable. (2) Benevolent. (3) Eleemosynary. (4) Educational. (5) Civic. (6) Patriotic. (7) Political. (8) Religious. (9) Social. (10) Literary. (11) Athletic. (12) Scientific. (13) Research. (14) Agricultural. (15) Horticultural. (16) Soil improvement. (17) Crop improvement. (18) Livestock or poultry improvement. (19) Professional, commercial, industrial, or trade | | (20) Promoting the development, establishment, or
| | (21) Electrification on a cooperative basis.
(22) Telephone service on a mutual or cooperative
| | (23) Ownership and operation of water supply
| | facilities for drinking and general domestic use on a mutual or cooperative basis.
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| (24) Ownership or administration of residential
| | property on a cooperative basis.
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| (25) Administration and operation of property owned
| | on a condominium basis or by a homeowner association.
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| (26) Administration and operation of an organization
| | on a cooperative basis producing or furnishing goods, services, or facilities primarily for the benefit of its members who are consumers of those goods, services, or facilities.
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| (27) Operation of a community mental health board or
| | center organized pursuant to the Community Mental Health Act for the purpose of providing direct patient services.
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| (28) Provision of debt management services as
| | authorized by the Debt Management Service Act.
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| (29) Promotion, operation, and administration of a
| | ridesharing arrangement as defined in Section 1-176.1 of the Illinois Vehicle Code.
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| (30) The administration and operation of an
| | organization for the purpose of assisting low-income consumers in the acquisition of utility and telephone services.
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| (31) Any purpose permitted to be exempt from taxation
| | under Sections 501(c) or 501(d) of the United States Internal Revenue Code, as now or hereafter amended.
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| (32) Any purpose that would qualify for
| | tax-deductible gifts under the Section 170(c) of the United States Internal Revenue Code, as now or hereafter amended. Any such purpose is deemed to be charitable under subsection (a)(1) of this Section.
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| (33) Furnishing of natural gas on a cooperative
| | (34) Ownership and operation of agriculture-based
| | biogas (anaerobic digester) systems on a cooperative basis including the marketing and sale of products produced from these, including, but not limited to, methane gas, electricity, and compost.
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| (35) Ownership and operation of a hemophilia program,
| | including comprehensive hemophilia diagnostic treatment centers, under Section 501(a)(2) of the Social Security Act. The hemophilia program may employ physicians, other health care professionals, and staff. The program and the corporate board may not exercise control over, direct, or interfere with a physician's exercise and execution of his or her professional judgment in the provision of care or treatment.
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| (36) Engineering for conservation services associated
| | with wetland restoration or mitigation, flood mitigation, groundwater recharge, and natural infrastructure. Non-profit engineering for conservation services may not be procured by qualifications based selection criteria for contracts with the Department of Transportation, the Illinois State Toll Highway Authority, or Cook County, except as a subcontractor or subconsultant.
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| (b) A corporation may be organized hereunder to serve in an area that adjoins or borders (except for any intervening natural watercourse) an area located in an adjoining state intended to be similarly served, and the corporation may join any corporation created by the adjoining state having an identical purpose and organized as a not-for-profit corporation. Whenever any corporation organized under this Act so joins with a foreign corporation having an identical purpose, the corporation shall be permitted to do business in Illinois as one corporation; provided (1) that the name, bylaw provisions, officers, and directors of each corporation are identical, (2) that the foreign corporation complies with the provisions of this Act relating to the admission of foreign corporation, and (3) that the Illinois corporation files a statement with the Secretary of State indicating that it has joined with a foreign corporation setting forth the name thereof and the state of its incorporation.
(Source: P.A. 103-66, eff. 6-9-23; 103-605, eff. 7-1-24.)
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805 ILCS 105/103.10
(805 ILCS 105/103.10) (from Ch. 32, par. 103.10)
Sec. 103.10.
General powers.
Each corporation shall
have power:
(a) To have perpetual succession by its corporate name
unless a limited period of duration is stated in its
articles of incorporation;
(b) To sue and be sued, complain and defend, in its
corporate name, and shall have standing to sue when one or more of
its members would otherwise have standing to sue in his or her own right,
providing the interests it seeks to protect are germane to the corporation's
purposes, and neither the claim asserted nor the relief requested requires the
participation of individual members in the lawsuit;
(c) To have a corporate seal which may be altered at
pleasure, and to use the same by causing it, or a facsimile
thereof, to be impressed or affixed or in any other manner
reproduced, provided that the affixing of a corporate seal
to an instrument shall not give the instrument additional
force or effect, or change the construction thereof, and the
use of a corporate seal is not mandatory;
(d) To purchase, take, receive, lease as lessee, take by
gift, devise, or bequest, or otherwise acquire, and to own,
hold, hold as trustee, use, and otherwise deal in and with
any real or personal property, or any interest therein,
situated in or out of this State;
(e) To sell and convey, mortgage, pledge, lease as lessor,
and otherwise dispose of all or any part of its property and
assets;
(f) To lend money to its officers, employees and agents except as
limited by Section 108.80 of this Act;
(g) To purchase, take, receive, subscribe for, or otherwise
acquire, own, hold, vote, use, employ, sell, mortgage, loan,
pledge, or otherwise dispose of, and otherwise use and deal
in and with, shares or other interests in, or obligations
of, other domestic or foreign corporations, whether for
profit or not for profit, associations, partnerships or
individuals;
(h) To incur liabilities, to borrow money for its corporate
purposes at such rates of interest as the corporation may
determine without regard to the restrictions of any usury
law of this State, to issue its notes, bonds and other
obligations; to secure any of its obligations by mortgage,
pledge, or deed of trust of all or any of its property,
franchises, and income; and to make contracts, including
contracts of guaranty and suretyship;
(i) To invest its funds from time to time and to lend money
for its corporate purposes, and to take and hold real and
personal property as security for the payment of funds so
invested or loaned;
(j) To conduct its affairs, carry on its operations, and
have offices within and without this State and to exercise
in any other state, territory, district, or possession of
the United States, or in any foreign country, the powers
granted by this Act;
(k) To elect or appoint officers and agents of the
corporation, and define their duties and fix their
compensations;
(l) To make and alter bylaws, not inconsistent with its
articles of incorporation or with the laws of this State,
except as provided in Section 102.30 of this Act, for the
administration and regulation of the affairs of the
corporation;
(m) To make donations in furtherance of any of its
purposes; to lend money to the State or Federal government;
and to conduct any lawful affairs in aid of the United
States;
(n) To cease its corporate activities and surrender its
corporate franchise;
(o) To establish deferred compensation plans, pension
plans, and other incentive plans for its directors, officers
and employees and to make the payments provided for therein;
(p) To indemnify its directors, officers, employees or
agents in accordance with and to the extent permitted by
Section 108.75 of this Act and other applicable provisions
of law;
(q) To be a promoter, partner, member, associate or manager
of any partnership, joint venture or other enterprise; and
(r) To have and exercise all powers necessary or convenient
to effect any or all of the purposes for which the
corporation is formed.
(Source: P.A. 90-203, eff. 7-24-97.)
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805 ILCS 105/103.12
(805 ILCS 105/103.12) (from Ch. 32, par. 103.12)
Sec. 103.12. Private foundations - Federal tax laws. In
the absence of an express provision to the contrary in its
articles of incorporation, a corporation, as defined in
Section 509 of the Internal Revenue Code of 1986, as may be amended from time to time, during the
period it is a private foundation:
(a) Shall not engage in any act of self-dealing as defined
in Section 4941(d) thereof;
(b) Shall distribute its income for each taxable year at
such time and in such manner as not to become subject to the
tax on undistributed income imposed by Section 4942 thereof;
(c) Shall not retain any excess business holdings as
defined in Section 4943(c) thereof;
(d) Shall not make any investment in such manner as to
subject it to tax under Section 4944 thereof;
(e) Shall not make any taxable expenditure as defined in
Section 4945(d) thereof.
(Source: P.A. 96-649, eff. 1-1-10.)
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805 ILCS 105/103.15
(805 ILCS 105/103.15) (from Ch. 32, par. 103.15)
Sec. 103.15.
Defense of Ultra Vires.
No act of a
corporation and no conveyance or transfer of real or
personal property to or by a corporation shall be invalid by
reason of the fact that the corporation was without capacity
or power to do such act or to make or receive such
conveyance or transfer, but such lack of capacity or power
may be asserted:
(a) In a proceeding by a member entitled to vote or by a
director against the corporation to enjoin the doing of any
act or acts or the transfer of real or personal property by
or to the corporation. If the unauthorized acts or transfer
sought to be enjoined are being, or are to be, performed or
made pursuant to any contract to which the corporation is a
party, the court may, if all of the parties to the contract
are parties to the proceeding and if it deems the same to be
equitable, set aside and enjoin the performance of such
contract, and in so doing shall allow to the corporation or
the other parties, as the case may be, compensation for the
loss or damage sustained by either of them which may result
from the action of the court in setting aside and enjoining
the performance of such contract, but anticipated profits to
be derived from the performance of the contract shall not be
awarded by the court as a loss or damage sustained;
(b) In a proceeding by the corporation, whether acting
directly or through a receiver, trustee, or other legal
representative, or, to the extent provided for by Section
107.80 of this Act, through a member in a representative
suit, against the officers or directors of the corporation
for exceeding their authority; or
(c) In a proceeding by the State, as provided in this Act,
to dissolve the corporation, or in a proceeding by the State
to enjoin the corporation from the transaction of
unauthorized affairs.
(Source: P.A. 84-1423.)
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805 ILCS 105/103.20
(805 ILCS 105/103.20) (from Ch. 32, par. 103.20)
Sec. 103.20.
Unauthorized assumption of corporate
powers. All persons who assume to exercise corporate powers
without authority to so do shall be jointly and severally
liable for all debts and liabilities incurred or arising as
a result thereof.
(Source: P.A. 84-1423.)
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805 ILCS 105/103.25
(805 ILCS 105/103.25)
Sec. 103.25.
Locale misrepresentation.
(a) A person shall not advertise or cause to be listed in a telephone
directory an assumed or fictitious business name that intentionally
misrepresents where the business is actually located or operating or falsely
states that the business is located or operating in the area covered by the
telephone directory.
This subsection (a) does not apply to a telephone service provider or
to the publisher or distributor of a telephone service directory, unless the
conduct prescribed in this subsection (a) is on behalf of that telephone
service provider or that publisher or distributor.
(b) A foreign not-for-profit corporation that violates this Section is
guilty of a petty offense and must be fined not less than $501 and not more
than $1,000. A foreign not-for-profit corporation is guilty of an additional
offense for each additional day in violation of this Section.
(Source: P.A. 91-906, eff. 1-1-01.)
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805 ILCS 105/103.30
(805 ILCS 105/103.30)
Sec. 103.30.
Homeowners' association; American flag or military flag.
(a) Notwithstanding any provision in the association's declaration,
covenants,
bylaws, rules, regulations, or other instruments or any construction of any of
those
instruments by an association's board of directors, a homeowners' association
incorporated under this Act may not prohibit the outdoor display of the
American flag or a military flag, or both, by
a homeowner on that homeowner's property if the American flag is displayed in a
manner
consistent with Sections 4 through 10 of Chapter 1 of Title 4 of the United
States Code and a military flag is displayed in accordance with any reasonable
rules and regulations
adopted by the association.
An association may adopt reasonable rules and regulations, consistent with
Sections 4
through 10 of Chapter 1 of Title 4 of the United States Code, regarding the
placement and
manner of display of the American flag and an association may adopt reasonable
rules and regulations regarding the placement and manner of display of a
military flag. An association may not prohibit the
installation
of a flagpole for the display of the American flag or a military flag, or both,
but the association may
adopt
reasonable rules and regulations regarding the location and size of flagpoles.
(b) As used in this Section:
"American flag" means the flag of the United States (as defined in Section 1
of
Chapter 1 of Title 4 of the United States Code and the Executive Orders entered
in
connection with that Section) made of fabric, cloth, or paper displayed from a
staff or
flagpole or in a window, but "American flag" does not include a depiction or
emblem of
the American flag made of lights, paint, roofing, siding, paving materials,
flora, or
balloons, or any other similar building, landscaping, or decorative component.
"Homeowners' association" includes a property owners' association, townhome
association, and any similar entity, and "homeowner" includes a townhome
owner.
"Military flag" means a flag of any branch of the United States armed
forces or
the Illinois National Guard made of fabric, cloth, or paper displayed from a
staff or
flagpole or in a window, but "military flag" does not include a depiction or
emblem of a
military flag made of lights, paint, roofing, siding, paving materials, flora,
or balloons, or
any other
similar building, landscaping, or decorative component.
(Source: P.A. 93-481, eff. 1-1-04.)
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805 ILCS 105/103.35 (805 ILCS 105/103.35) Sec. 103.35. Unemployment insurance; notice. A not-for-profit corporation that is excluded from the definition of "nonprofit organization" under Section 211.2 of the Unemployment Insurance Act because it does not have in employment 4 or more individuals within each of 20 or more calendar weeks must provide a written notice to each employee, either in each employee's employment contract or in a written notice provided to employees who do not have employment contracts, and to each member of the board of directors that the employees of the not-for-profit corporation are not eligible to receive unemployment insurance benefits on the basis of their employment for the not-for-profit corporation.
(Source: P.A. 96-970, eff. 1-1-11.) |
805 ILCS 105/Art. 4
(805 ILCS 105/Art. 4 heading)
ARTICLE 4.
NAME
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805 ILCS 105/104.05
(805 ILCS 105/104.05) (from Ch. 32, par. 104.05)
Sec. 104.05. 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) May 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;
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(2) Must end with the letters "NFP" if the corporate
| | name contains any word or phrase which indicates or implies that the corporation is organized for any purpose other than a purpose for which corporations may be organized under this Act or a purpose other than a purpose set forth in the corporation's articles of incorporation;
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(3) Shall be distinguishable upon the records in the
| | office of the Secretary of State from the name or assumed name of any domestic corporation or limited liability company organized under the Limited Liability Company Act, whether for profit or not for profit, existing under any Act of this State or the name or assumed name of any foreign corporation or foreign limited liability company registered under the Limited Liability Company Act, whether for profit or not for profit, authorized to transact business or conduct affairs 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 granted authority to conduct its affairs in this State, if the foreign corporation:
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(i) Elects to adopt an assumed corporation name
| | or names in accordance with Section 104.15 of this Act; and
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(ii) Agrees in its application for authority to
| | conduct affairs in this State only under such assumed corporate name or names;
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(4) 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;
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(5) 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;
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(6) Shall not contain the words "regular democrat,"
| | "regular democratic," "regular republican," "democrat," "democratic," or "republican," nor the name of any other established political party, unless consent to usage of such words or name is given to the corporation by the State central committee of such established political party; notwithstanding any other provisions of this Act, any corporation, whose name at the time this amendatory Act takes effect contains any of the words listed in this paragraph shall certify to the Secretary of State no later than January 1, 1989, that consent has been given by the State central committee; consent given to a corporation by the State central committee to use the above listed words may be revoked upon notification to the corporation and the Secretary of State; and
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(7) Shall be the name under which the corporation
| | shall conduct affairs 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.
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(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" or an abbreviation of one of such words;
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(2) Articles, conjunctions, contractions,
| | abbreviations, different tenses or number of the same word.
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(c) Nothing in this Section or Sections 104.15 or 104.20 of
this Act shall:
(1) Require any domestic corporation existing or any
| | foreign corporation having authority to conduct affairs on the effective date of this Act, to modify or otherwise change its corporate name or assumed corporate name, if any; or
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(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 name or symbols.
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(Source: P.A. 100-753, eff. 1-1-19 .)
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805 ILCS 105/104.10
(805 ILCS 105/104.10) (from Ch. 32, par. 104.10)
Sec. 104.10.
Reserved name.
The exclusive right to the
use of a corporate name or an assumed corporate name, as the
case may be, may be reserved by:
(a) Any person intending to organize a corporation under
this Act;
(b) Any domestic corporation intending to change its name;
(c) Any foreign corporation intending to make application
for a certificate of authority to conduct affairs in this
State;
(d) Any foreign corporation authorized to conduct affairs
in this State and intending to change its name;
(e) Any person intending to organize a foreign corporation
and intending to have such corporation make application for
a certificate of authority to conduct affairs in this State;
(f) Any domestic corporation intending to adopt an assumed
corporate name; or
(g) Any foreign corporation authorized to conduct affairs
in this State and intending to adopt an assumed corporate
name.
Such reservation shall be made by filing in the office of
the Secretary of State an application to reserve a specified
corporate name or a specified assumed corporate name,
executed by the applicant. If the Secretary of State finds
that such name is available for corporate use, he or she
shall reserve the same for the exclusive use of such
applicant for a period of ninety days.
The right to the exclusive use of a specified corporate name
or assumed corporate name so reserved may be transferred to
any other person by filing in the office of the Secretary of
State a notice of such transfer, executed by the person for
whom such name was reserved, and specifying the name and
address of the transferee.
The Secretary of State may revoke any reservation if, after
a hearing, he or she finds that the application therefor or
any transfer thereof was made contrary to this Act.
(Source: P.A. 84-1423.)
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805 ILCS 105/104.15
(805 ILCS 105/104.15) (from Ch. 32, par. 104.15)
Sec. 104.15. Assumed corporate name.
(a) A domestic
corporation or a foreign corporation admitted to conduct
affairs or attempting to gain admission to conduct affairs
may elect to adopt an assumed corporate name that complies
with the requirements of subsection (a) of Section 104.05 of
this Act with respect to corporate names.
(b) As used in this Act, "assumed corporate name" means any
corporate name other than the true corporate name, except
that the following shall not constitute the use of an
assumed corporate name under this Act:
(1) The identification by a corporation of the | | conduct of its affairs with a trademark or service mark of which it is the owner or licensed user; or
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(2) The use of the name of a division, not separately
| | incorporated and not containing the word "corporation," "incorporated," or "limited" or an abbreviation of one of such words, provided the corporation also clearly discloses its corporate name.
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(c) Before conducting any affairs in this State under an
assumed corporate name or names, the corporation shall, for
each assumed corporate name, pursuant to resolution by its
board of directors, execute and file in accordance with
Section 101.10 of this Act, an application setting forth:
(1) The true corporate name;
(2) The State or country under the laws of which it
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(3) That it intends to conduct affairs under an
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(4) The assumed corporate name which it proposes to
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(d) The right to use an assumed corporate name shall be
effective from the date of filing by the Secretary of State
until the first day of the anniversary month of the
corporation that falls within the next calendar year evenly
divisible by 5, except that if an application is filed
within the 2 months immediately preceding the anniversary
month of a corporation that falls within a calendar year
evenly divisible by 5, the right to use the assumed
corporate name shall be effective until the first day of the
anniversary month of the corporation that falls within the
next succeeding calendar year evenly divisible by 5.
(e) A corporation shall renew the right to use its assumed
corporate name or names, if any, within the 60 days
preceding the expiration of such right, for a period of 5
years, by making an election to do so at the time of filing
its annual report form and by paying the renewal fee as
prescribed by this Act.
(f) (Blank).
(g) A foreign corporation may not use an assumed or fictitious name in the
conduct
of
its business to intentionally misrepresent the geographic origin or location of
the corporation within Illinois.
(Source: P.A. 96-1121, eff. 1-1-11.)
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805 ILCS 105/104.20
(805 ILCS 105/104.20) (from Ch. 32, par. 104.20)
Sec. 104.20. Change and cancellation of assumed
corporate name. (a) Any domestic or foreign corporation may, pursuant to
resolution by its board of directors, change or cancel any
or all of its assumed corporate names by executing and
filing, in accordance with Section 101.10 of this Act, an
application setting forth:
(1) The true corporate name;
(2) The state or country under the laws of which it | |
(3) That it intends to cease conducting affairs under
| | an assumed corporate name by changing or canceling it;
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(4) The assumed corporate name to be changed from or
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(5) If the assumed corporate name is to be changed,
| | the assumed corporate name which the corporation proposes to use.
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(b) Upon the filing of an application to change an assumed
corporate name, the corporation shall have the right to use
such assumed corporate name for the period authorized by
subsection (d) of Section 104.15 of this Act.
(c) The right to use an assumed corporate name shall be
cancelled by the Secretary of State:
(1) If the corporation fails to renew an assumed
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(2) If the corporation has filed an application to
| | change or cancel an assumed corporate name;
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(3) If a domestic corporation has been dissolved;
(4) If a foreign corporation has had its authority to
| | conduct affairs in this State revoked.
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(Source: P.A. 96-66, eff. 1-1-10.)
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805 ILCS 105/104.25
(805 ILCS 105/104.25) (from Ch. 32, par. 104.25)
Sec. 104.25.
Registered name of foreign corporation.
Any foreign corporation not conducting affairs in this State
and not authorized to conduct affairs in this State may
register its corporate name, provided its corporate name is
available for use as determined by the Secretary of State in
accordance with the provisions of this Act.
(a) Such registration shall be made:
(1) By executing and filing in accordance with Section
101.10 of this Act:
(i) An application for registration, stating the
name of the corporation, the state or place under the laws
of which it is incorporated, the date of its incorporation,
a brief statement of the affairs which it is conducting or
plans to conduct, the post office address of the corporation
to which the Secretary of State may mail notices as required
or permitted by this Act and that it desires to register its
name under this Section; and
(ii) A certificate setting forth that such
corporation is in good standing under the laws of the state
or place wherein it is organized executed by the Secretary
of State of such state or by such other public official as
may have custody of the records pertaining to corporations; and
(2) By paying to the Secretary of State the fee
prescribed by this Act.
(b) Such registration shall be effective from the date of
filing by the Secretary of State until the first day of the
12th month following such date.
(c) Such registration may be renewed from year to year by
filing an application for renewal setting forth the facts
required in an original application for registration and a
certificate of good standing as required for the original
registration and by paying the fee prescribed by this Act
within 60 days immediately preceding the first day of the
12th month following the date of filing the original
registration or prior renewal. Such renewal shall extend
the registration for 12 months, to expire on the first day
of the month in which the original registration was filed
the next year.
(d) Any foreign corporation which has in effect a
registration of its corporate name may cancel such
registration at any time by filing an application for
cancellation in the same manner and setting forth the same
facts required to be set forth in an original registration
and paying the fee prescribed by this Act.
(e) The Secretary of State may cancel any registration if,
after a hearing, he or she finds that the application
therefor or any renewal thereof was made contrary to this
Act.
(Source: P.A. 84-1423.)
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805 ILCS 105/Art. 5
(805 ILCS 105/Art. 5 heading)
ARTICLE 5.
OFFICE AND AGENT
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805 ILCS 105/105.05
(805 ILCS 105/105.05) (from Ch. 32, par. 105.05)
Sec. 105.05. Registered office and registered agent.
(a) Each domestic corporation and each foreign corporation
having authority to conduct affairs in this State
shall
have
and continuously maintain in this State:
(1) A registered office which may be, but need not | | be, the same as its place of business in this State.
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(2) 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 for profit domestic or foreign corporation, limited liability company, limited partnership, or limited liability partnership authorized to transact business in this State that is authorized by its statement of purpose to act as such agent, having a business office identical with such registered office.
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(b) The address, including street and number, if any, 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 authority to conduct affairs in this
State.
(c) 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 two year post-dissolution
period provided in Section 112.80 of this Act, unless such
agent resigns or the corporation properly reports a change
of registered office or registered agent.
(d) In the event of revocation of
authority of a foreign corporation, 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. 96-988, eff. 7-2-10.)
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805 ILCS 105/105.10
(805 ILCS 105/105.10) (from Ch. 32, par. 105.10)
Sec. 105.10. 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 executing and
filing in duplicate, in accordance with Section 101.10 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;
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(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;
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(4) the name of its then registered agent;
(5) if its registered agent be changed, the name of
| | its successor registered agent;
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(6) that the address of its registered office and the
| | address of the business office of its registered agent, as changed, will be identical;
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(7) that such change was authorized by resolution
| | duly adopted by the board of directors.
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(c) (Blank).
(d) (Blank).
(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. 96-1121, eff. 1-1-11.)
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805 ILCS 105/105.15
(805 ILCS 105/105.15) (from Ch. 32, par. 105.15)
Sec. 105.15. Resignation of registered agent. (a) A
registered agent may at any time resign by filing in the
office of the Secretary of State written notice thereof, and
by mailing a copy thereof to the corporation at its
principal office as such is known to said resigning agent,
such notice to be mailed at least 10 days prior to the date
of filing thereof with the Secretary of State.
(b) The notice shall set forth:
(1) The name of the corporation for which the | | registered agent is acting;
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(2) The name of the registered agent;
(3) The address, including street and number, or
| | rural route number, of the corporation's then registered office in this State;
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(4) That the registered agent resigns;
(5) The effective date thereof which shall not be
| | less than 30 days after the date of filing;
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(6) The address of the principal office of the
| | corporation as such is known to the registered agent;
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(7) A statement that a copy of this notice has been
| | sent to the principal office within the time and in the manner prescribed by this Section.
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(c) Such notice shall be executed by the registered agent,
if an individual, or, if a business entity, in the manner authorized by the governing statute.
(Source: P.A. 96-988, eff. 7-2-10.)
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805 ILCS 105/105.20
(805 ILCS 105/105.20) (from Ch. 32, par. 105.20)
Sec. 105.20.
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 filing, in duplicate,
in accordance with Section 101.10 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;
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(3) the address, including street and number, or
| | rural route number, to which the registered office is to be changed;
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(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.
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(b) Such statement shall be executed by the registered
agent.
(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. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
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805 ILCS 105/105.25
(805 ILCS 105/105.25) (from Ch. 32, par. 105.25)
Sec. 105.25. 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 authority
to conduct affairs 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 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
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(2) Whenever the corporation's registered agent
| | cannot with reasonable diligence be found at the registered office in this State; or
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(3) When a domestic corporation has been dissolved,
| | the conditions of paragraph (1) or paragraph (2) exist, and an action, suit or proceeding is instituted against or affecting the corporation within the two years after the dissolution or the filing of a judgment of dissolution; or
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(3.5) When a domestic corporation has been dissolved,
| | the conditions of paragraph (1) or (2) exist, and a criminal proceeding has been instituted against or affecting the corporation; or
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(4) When the authority of a foreign corporation to
| | transact business has been revoked or withdrawn.
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(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 at 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 115.15 of this Act;
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(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:
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(i) At the last registered office of the
| | corporation as shown by the records on file in the office of the Secretary of State; or
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(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
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(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.
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(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. 98-171, eff. 8-5-13.)
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805 ILCS 105/105.30
(805 ILCS 105/105.30) (from Ch. 32, par. 105.30)
Sec. 105.30.
Service of process on foreign corporation
not authorized to conduct affairs in Illinois. If any
foreign corporation conducts affairs in this State without
having authority to conduct
affairs, 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 105.25 of
this Act.
(Source: P.A. 92-33, eff. 7-1-01.)
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805 ILCS 105/Art. 6
(805 ILCS 105/Art. 6 heading)
ARTICLE 6.
SHARES; DIVIDENDS; CONTRIBUTIONS
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805 ILCS 105/106.05
(805 ILCS 105/106.05) (from Ch. 32, par. 106.05)
Sec. 106.05.
Shares and dividends prohibited.
A
corporation shall not have or issue shares. No dividend
shall be paid and no part of the money, property or other
assets of a corporation shall be distributed to its members,
directors or officers; provided, however, that a corporation
may pay compensation in a reasonable amount to members,
officers or directors for services rendered, including for
service as a director only, and may make distributions
pursuant to Section 109.10 of this Act or upon dissolution
or final liquidation as permitted by Article 12 of this Act.
(Source: P.A. 84-1423.)
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805 ILCS 105/106.10
(805 ILCS 105/106.10) (from Ch. 32, par. 106.10)
Sec. 106.10.
Evidence of contribution.
A contribution
of a member may be evidenced by a written instrument
delivered to the member, but such instrument shall not be
denominated a "share of stock" or by any word or term
implying that the instrument is a share as such term is used
in the Business Corporation Act of 1983 as now in effect or
as hereafter amended.
(Source: P.A. 84-1423.)
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805 ILCS 105/Art. 7
(805 ILCS 105/Art. 7 heading)
ARTICLE 7.
MEMBERS
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805 ILCS 105/107.03
(805 ILCS 105/107.03) (from Ch. 32, par. 107.03)
Sec. 107.03.
Members.
(a) A corporation may have one or more classes of members or may have no
members.
(b) If the corporation has one or more classes of members,
the designation of the class or classes and the
qualifications and rights of the members of each class shall
be set forth in the articles of incorporation or the bylaws.
The articles of incorporation or the bylaws may provide for
representatives or delegates of members and may establish their
qualifications and rights.
(c) If the corporation is to have no members, that fact
shall be set forth in the articles of incorporation or the
bylaws.
(d) A corporation may issue certificate evidencing membership therein.
(e) The transfer of a certificate of membership in a
not-for-profit corporation in which assets are held for a
charitable, religious, eleemosynary, benevolent or
educational purpose, shall be without payment of any
consideration of money or property of any kind or value to
the transferor in respect to such transfer. Any transfer in
violation of this Section shall be void.
(f) Where the articles of incorporation or bylaws provide
that a corporation shall have no members, or where a
corporation has under its articles of incorporation, bylaws
or in fact no members entitled to vote on a matter, any
provision of this Act requiring notice to, the presence of,
or the vote, consent or other action by members of the
corporation in connection with such matter shall be
satisfied by notice to, the presence of, or the vote,
consent or other action of the directors of the corporation.
(g) A residential cooperative not-for-profit corporation containing 50 or
more single family units
with individual unit legal descriptions based upon a recorded plat of a
subdivision
and located in a county with a population between
780,000 and 3,000,000 shall specifically set forth the qualifications and
rights of its members in the Articles of Incorporation and the bylaws.
(Source: P.A. 91-465, eff. 8-6-99.)
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805 ILCS 105/107.05
(805 ILCS 105/107.05) (from Ch. 32, par. 107.05)
Sec. 107.05.
Meeting of members.
(a) Meetings of
members may be held either within or without
this State, as may be provided in the bylaws or in a
resolution of the board of directors pursuant to authority
granted in the bylaws. In the absence of any such
provision, all meetings shall be held at the registered
office of the corporation in this State.
(b) An annual meeting of the members entitled to vote may
be held at such time as may be provided in the bylaws or in
a resolution of the board of directors pursuant to authority
granted in the bylaws. Failure to hold the annual meeting
at the designated time shall not work a forfeiture or
dissolution of the corporation nor affect the validity of
corporate action. If an annual meeting has not been held
within the earlier of six months after the end of the
corporation's fiscal year or fifteen months after its last
annual meeting and if, after a request in writing directed
to the president of the corporation, a notice of meeting is
not delivered to members entitled to vote within 60 days of
such request, then any member entitled to vote at an annual
meeting may apply to the circuit court of the county in
which the registered office or principal place of business
of the corporation is located for an order directing that
the meeting be held and fixing the time and place of the
meeting. The court may issue such additional orders as may
be necessary or appropriate for the holding of the meeting.
(c) Special meetings of the members may be called by the
president or by the board of directors. Special meetings of
the members may also be called by such other officers or
persons or number or proportion of members entitled to vote
as may be provided in the articles of incorporation or the
bylaws. In the absence of a provision fixing the number or
proportion of members entitled to vote who are entitled to
call a meeting, a special meeting of members entitled to
vote may be called by such members having one-twentieth of
the votes entitled to be cast at such meeting.
(d) Unless specifically prohibited by the articles of
incorporation or bylaws, a corporation may allow members entitled to vote
to participate in and act at any meeting through the use of a
conference telephone or interactive technology, including but not limited to
electronic transmission, Internet usage, or remote communication, by
means of which all persons participating in the meeting can
communicate with each other. Participation in such meeting
shall constitute attendance and presence in person at the
meeting of the person or persons so participating.
(e) For meetings of a not-for-profit corporation organized for the purpose
of residential cooperative housing, consisting of 50 or more single family
dwellings
with individual unit legal descriptions based upon a recorded plat of a
subdivision,
and located in a county containing a population between 780,000 and
3,000,000 inhabitants, any member may record by tape, film, or other means the
proceedings at the meetings. The board or the membership may prescribe
reasonable rules and regulations to govern the making of the recordings. The
portion of any meeting held to discuss violations of rules and regulations of
the corporation by a residential shareholder shall be recorded only with the
affirmative assent of that shareholder.
(Source: P.A. 91-465, eff. 8-6-99; 92-771, eff. 8-6-02.)
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805 ILCS 105/107.10
(805 ILCS 105/107.10) (from Ch. 32, par. 107.10)
Sec. 107.10. Informal action by members entitled to
vote. (a) Unless otherwise provided in the articles of
incorporation or the bylaws, except for the dissolution of a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis, any action required by this
Act to be taken at any annual or special meeting of the
members entitled to vote, or any other action which may be
taken at a meeting of the members entitled to vote, may be
taken by ballot without a meeting in writing by mail, e-mail, or any other electronic means pursuant to which the members entitled to vote thereon are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of the members casting votes, or such larger number as may be required by the Act, the articles of incorporation, or the bylaws, provided that the number of members casting votes would constitute a quorum if such action had been taken at a meeting. Voting must remain open for not less than 5 days from the date the ballot is delivered; provided, however, in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, the voting must remain open for not less than 20 days from the date the ballot is delivered.
(b) Such informal action by members shall become
effective only if, at least 5 days prior to the
effective date of such informal action, a notice in writing of the
proposed action is delivered to all of the members entitled
to vote with respect to the subject matter thereof.
(c) In the event that the action which is approved is
such as would have required the filing of a certificate
under any other Section of this Act if such action had been
voted on by the members at a meeting thereof, the
certificate filed under such other Section shall state, in
lieu of any statement required by such Section concerning
any vote of members, that an informal vote has been conducted in
accordance with the provisions of this Section and that
written notice has been delivered as provided in this
Section.
(d) In addition, unless otherwise provided in the articles of incorporation or the bylaws, any action required by this Act to be taken at any annual or special meeting of the members entitled to vote, or any other action which may be taken at a meeting of members entitled to vote, may also be taken without a meeting and without a vote if a consent in writing, setting forth the action so taken, shall be approved by all the members entitled to vote with respect to the subject matter thereof. (Source: P.A. 98-302, eff. 1-1-14.)
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805 ILCS 105/107.15
(805 ILCS 105/107.15) (from Ch. 32, par. 107.15)
Sec. 107.15.
Notice of members' meetings.
Written
notice stating the place, day, and hour of the meeting and,
in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less
than 5 nor more than 60 days before the date of the meeting,
or in the case of a removal of one or more directors, a
merger, consolidation, dissolution or sale, lease or
exchange of assets not less than 20 nor more than 60 days
before the date of the meeting, by or at the direction of
the president, or the secretary, or the officer or persons
calling the meeting, to each member of record entitled to
vote at such meeting.
A residential cooperative not-for-profit corporation containing 50 or more
single family units
with individual unit legal descriptions based upon a recorded plat of a
subdivision
and located in a county with a population between 780,000
and 3,000,000 shall, in addition to the other requirements of this Section,
post notice of member's meetings in conspicuous places in the residential
cooperative at least 48 hours prior to the meeting of the members.
(Source: P.A. 91-465, eff. 8-6-99.)
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805 ILCS 105/107.20
(805 ILCS 105/107.20) (from Ch. 32, par. 107.20)
Sec. 107.20.
Waiver of notice.
Whenever any notice
whatever is required to be given under the provisions of
this Act or under the provisions of the articles of
incorporation or bylaws of any corporation, a waiver
thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such
notice. Attendance at any meeting shall constitute waiver
of notice thereof unless the person at the meeting objects
to the holding of the meeting because proper notice was not
given.
(Source: P.A. 84-1423.)
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805 ILCS 105/107.25
(805 ILCS 105/107.25) (from Ch. 32, par. 107.25)
Sec. 107.25.
Fixing record date for voting.
For the
purpose of determining members entitled to notice of or to
vote at any meeting of members, or in order to make a
determination of members for any other proper purpose, the
board of directors of a corporation may fix in advance a
date as the record date for any such determination of
members, such date in any case to be not more than 60 days
and, for a meeting of members, not less than 5 days, or in
the case of a merger, consolidation, dissolution or sale,
lease or exchange of assets, not less than 20 days,
immediately preceding such meeting. If no record date is
fixed for the determination of members entitled to notice of
or to vote at a meeting of members, the date on which notice
of the meeting is delivered shall be the record date for
such determination of members. When a determination of
members entitled to vote at any meeting of members has been
made as provided in this Section, such determination shall
apply to any adjournment thereof. In lieu of the board of
directors from time to time establishing record dates, the
bylaws of the corporation may establish a mechanism for
determining record dates in all or specified instances.
(Source: P.A. 84-1423.)
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805 ILCS 105/107.35
(805 ILCS 105/107.35) (from Ch. 32, par. 107.35)
Sec. 107.35.
Inspectors.
At any meeting of members, the
chairman of the meeting may, or upon the request of any
members shall, appoint one or more persons as inspectors for
such meeting, unless an inspector or inspectors shall have
been previously appointed for such meeting in the manner
provided by the bylaws of the corporation.
Such inspectors shall ascertain and report the number of
votes represented at the meeting, based upon their
determination of the validity and effect of proxies; count
all votes and report the results; and do such other acts as
are proper to conduct the election and voting with
impartiality and fairness to all the members.
Each report of an inspector shall be in writing and signed
by him or her or by a majority of them if there be more than
one inspector acting at such meeting. If there is more than
one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or
inspectors on the number of votes represented at the meeting
and the results of the voting shall be prima facie evidence
thereof.
(Source: P.A. 84-1423.)
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805 ILCS 105/107.40
(805 ILCS 105/107.40) (from Ch. 32, par. 107.40)
Sec. 107.40. Voting. (a) The right of the members, or
any class or classes of members, to vote may be limited,
enlarged or denied to the extent specified in the articles
of incorporation or the bylaws. Unless so limited,
enlarged or denied, each member, regardless of class, shall
be entitled to one vote on each matter submitted to a vote
of members.
(b) The articles of incorporation or the bylaws may
provide that in all elections for directors every member
entitled to vote shall have the right to cumulate his or her vote
and to give one candidate a number of votes equal to his or her
vote multiplied by the number of directors to be elected, or
to distribute such votes on the same principle among as many
candidates as he or she shall think fit.
(c) If a corporation has no members or its members have no
right to vote with respect to a particular matter, the directors shall have the sole voting
power with respect to such matter.
(Source: P.A. 96-649, eff. 1-1-10.)
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805 ILCS 105/107.50
(805 ILCS 105/107.50) (from Ch. 32, par. 107.50)
Sec. 107.50. Proxies. A member entitled to vote may
vote in person or, unless the articles of incorporation or
bylaws explicitly prohibit, by proxy executed in writing
by the member or by that member's duly authorized attorney-in-fact.
No proxy shall be valid after 11 months from the
date of its execution, unless otherwise provided in the
proxy. Unless otherwise prohibited by the articles of incorporation or bylaws, the election of directors, officers, or representatives by
members may be
conducted by mail, e-mail, or any other electronic means as set forth in subsection (a) of Section 107.10.
(Source: P.A. 96-648, eff. 10-1-09; 96-649, eff. 1-1-10; 96-1000, eff. 7-2-10.)
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805 ILCS 105/107.60
(805 ILCS 105/107.60) (from Ch. 32, par. 107.60)
Sec. 107.60.
Quorum of members entitled to vote.
Unless
otherwise provided by the articles of incorporation or the
bylaws, members holding one-tenth of the votes entitled to
be cast on a matter, represented in person or by proxy,
shall constitute a quorum for consideration of such matter
at a meeting of members. If a quorum is present, the
affirmative vote of a majority of the votes present and
voted, either in person or by proxy, shall be the act of the
members, unless the vote of a greater number or voting by
classes is required by this Act, the articles of
incorporation or the bylaws. The articles of incorporation
or bylaws may require any number or percent greater or
smaller than one-tenth up to and including a requirement of
unanimity to constitute a quorum.
(Source: P.A. 84-1423.)
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805 ILCS 105/107.70
(805 ILCS 105/107.70) (from Ch. 32, par. 107.70)
Sec. 107.70.
Voting agreements.
(a) Members entitled
to vote may provide for the casting of their votes by
signing an agreement for that purpose.
(b) A voting agreement created under this Section is
specifically enforceable in accordance with the principles
of equity.
(Source: P.A. 84-1423.)
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805 ILCS 105/107.75
(805 ILCS 105/107.75) (from Ch. 32, par. 107.75)
Sec. 107.75. Books and records.
(a) Each corporation shall
keep correct and complete books and records of account and
shall also keep minutes of the proceedings of its members,
board of directors and committees having any of the
authority of the board of directors; and shall keep at its
registered office or principal office a record giving the
names and addresses of its members entitled to vote. Any voting member shall have the right to examine, in person or by agent, at any reasonable time or times, the corporation's books and records of account and minutes, and to make extracts therefrom, but only for a proper purpose. In order to exercise this right, a voting member must make written demand upon the corporation, stating with particularity the records sought to be examined and the purpose therefor.
If the corporation refuses examination, the voting member may file suit in the circuit court of the county in which either the registered agent or principal office of the corporation is located to compel by mandamus or otherwise such examination as may be proper. If a voting member seeks to examine books or records of account the burden of proof is upon the voting member to establish a proper purpose. If the purpose is to examine minutes, the burden of proof is upon the corporation to establish that the voting member does not have a proper purpose.
(b) A residential cooperative not-for-profit corporation containing 50 or
more single family units
with individual unit legal descriptions based upon a recorded plat of a
subdivision
and located in a county with a population between
780,000 and 3,000,000 shall keep an accurate and complete account of all
transfers of membership and shall, on a quarterly basis, record all transfers
of membership with the county clerk of the county in which the residential
cooperative is located. Additionally, a list of all transfers of membership
shall be available for inspection by any member of the corporation.
(Source: P.A. 96-649, eff. 1-1-10.)
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805 ILCS 105/107.80
(805 ILCS 105/107.80) (from Ch. 32, par. 107.80)
Sec. 107.80.
Derivative suits by voting members.
Nothing in this
Act shall be construed to affect any pre-existing common law right of a
voting member to bring an action in this State in the right of such
corporation, nor shall this Act be construed to create any such right that
did not exist prior to the effective date of this Act.
(Source: P.A. 84-1423.)
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805 ILCS 105/107.85
(805 ILCS 105/107.85) (from Ch. 32, par. 107.85)
Sec. 107.85.
Nonliability of members.
The members of a corporation
shall not be personally liable for any debt or obligation of the
corporation.
(Source: P.A. 87-854.)
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805 ILCS 105/107.90
(805 ILCS 105/107.90)
Sec. 107.90.
Not-for-profit residential cooperative.
(a) As used in this Section:
"Member" includes the plural "members", where a | | membership is jointly held.
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"Membership agreement" means the contract and other
| | documents that define the rights of the member to occupy, use, or possess a portion or all of a parcel of real estate exclusively.
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"Class of membership" means a grouping of members
| | based on the same privileges, rights, and manner of treatment by the corporation.
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(b) The provisions of this Section apply only to a not-for-profit
corporation organized for the purpose of residential cooperative housing
consisting of 50 or more single family dwellings
with individual unit legal descriptions based upon a recorded plat of a
subdivision,
located in a county
containing a population between 780,000 and 3,000,000 inhabitants, and for
which the title to one or more member's parcels is held by the corporation.
(c) If (i) title for real property occupied or controlled by a member under
a membership agreement is held by or is transferred to that member; (ii) more
than one class of membership exists; or (iii) the corporation fails to obtain
recognition or loses recognition as a Cooperative Housing Corporation under
Section 216 of the Internal Revenue Code of 1954, as amended, then:
(1) The board of directors shall issue notice to the
| | members within 10 days after obtaining knowledge of (i), (ii), or (iii), or within 10 days after the effective date of this amendatory Act of the 91st General Assembly, if the board obtained such knowledge before the effective date of this amendatory Act of the 91st General Assembly.
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(2) At the member's option, any member may receive a
| | warranty deed for full title to the real property that he or she occupies issued by the not-for-profit corporation, upon presentation of a notarized and written request to the corporation, provided that the corporation holds the title.
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(3) The member may withdraw from the corporation, at
| | the member's option. The member shall retain his or her interest in any common property held by the corporation or may transfer his or her interest to the corporation for fair value, at the member's option.
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(Source: P.A. 91-465, eff. 8-6-99.)
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805 ILCS 105/Art. 8
(805 ILCS 105/Art. 8 heading)
ARTICLE 8.
DIRECTORS AND OFFICERS
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805 ILCS 105/108.05
(805 ILCS 105/108.05) (from Ch. 32, par. 108.05)
Sec. 108.05. Board of directors.
(a) Each corporation shall have a board of directors, and except as
provided in articles of incorporation, the affairs of the
corporation shall be managed by or under the direction of the board of
directors.
(b) A director need not be a resident of this State or a member
of the corporation unless the articles of incorporation or bylaws so
prescribe. The articles of incorporation or the bylaws may prescribe other
qualifications for directors.
(c) Unless otherwise provided in the articles of incorporation or
bylaws, the board of directors, by the affirmative vote of a majority of
the directors then in office, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise, notwithstanding the provisions of Section 108.60 of
this Act.
(d) No director may act by proxy on any matter.
(Source: P.A. 95-368, eff. 8-23-07; 96-649, eff. 1-1-10.)
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805 ILCS 105/108.10
(805 ILCS 105/108.10) (from Ch. 32, par. 108.10)
Sec. 108.10. Number, election and resignation of
directors. (a) The board of directors of a
corporation shall consist of three or more directors. The
number of directors shall be fixed by the bylaws, except
the number of initial directors shall be fixed by the
incorporators in the articles of incorporation. In the
absence of a bylaw fixing the number of directors, the
number shall be the same as that fixed in the articles of
incorporation. The number of directors may be increased or
decreased from time to time by amendment to the bylaws.
(b) The bylaws may establish a variable range for the size
of the board by prescribing a minimum and maximum (which may
not be less than 3 or exceed the minimum by more than 5) number of
directors. If a variable range is established, unless the
bylaws otherwise provide, the number of directors may be
fixed or changed from time to time, within the minimum and
maximum, by the directors without further amendment to the
bylaws.
(c) The terms of all directors expire at the next meeting
for the election of directors following their election
unless their terms are staggered under subsection (e). The
term of a director elected to fill a vacancy expires at the
next annual meeting of the members entitled to vote at which
his or her predecessor's term would have expired or in
accordance with Section 108.30 of this Act. The term of a
director elected as a result of an increase in the number of
directors expires at the next annual meeting of members
entitled to vote unless the term is staggered under
subsection (e).
(d) Despite the expiration of a director's term, he or she
continues to serve until the next meeting of members or directors
entitled to vote on directors at which directors are
elected. An amendment to the bylaws decreasing the number of directors or eliminating the position of a director elected or appointed by persons or entities other than the members may shorten the terms of incumbent directors; provided, however, such amendment has been approved by the party with the authority to elect or appoint such directors.
(e) The articles of incorporation or the bylaws may
provide that directors may be divided into classes and the
terms of office of several classes need not be uniform.
Each director shall hold office for the term for which he is
elected and until his successor shall have been elected and
qualified.
(f) If the articles of incorporation or bylaws authorize
dividing the members into classes, the articles or bylaws may also
authorize the election of all or a specified number or
percentage of directors by one or more authorized classes of
members.
(g) A director may resign at any time by written notice
delivered to the board of directors, its chairman, or to the
president or secretary of the corporation. A resignation is
effective when the notice is delivered unless the notice
specifies a future date. The pending vacancy may be filled
before the effective date, but the successor shall not take
office until the effective date.
(Source: P.A. 96-649, eff. 1-1-10.)
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805 ILCS 105/108.15
(805 ILCS 105/108.15) (from Ch. 32, par. 108.15)
Sec. 108.15.
Quorum of directors.
(a) Unless otherwise
provided in the articles of incorporation or the bylaws, a
majority of the directors then in office shall constitute a
quorum; provided, that in no event shall a quorum consist of
less than one-third of the directors then in office.
(b) The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the
board of directors, unless the act of a greater number is
required by the articles of incorporation or the bylaws.
(c) Unless specifically prohibited by the articles of
incorporation or bylaws, directors or nondirector
committee members may participate in and act at any meeting
of such board or committee through the use of a conference
telephone or other communications equipment by means of
which all persons participating in the meeting can
communicate with each other. Participation in such meeting
shall constitute attendance and presence in person at the
meeting of the person or persons so participating.
(Source: P.A. 84-1423.)
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805 ILCS 105/108.20
(805 ILCS 105/108.20) (from Ch. 32, par. 108.20)
Sec. 108.20.
Place of directors' meetings.
Regular or
special meetings of the board of directors may be held
either within or without this State.
(Source: P.A. 84-1423.)
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805 ILCS 105/108.21
(805 ILCS 105/108.21) (from Ch. 32, par. 108.21)
Sec. 108.21. Meetings of the board of directors of a not-for-profit homeowners association or residential
cooperative not-for-profit corporation
shall be open to any member, except for the portion of any meeting held (i) to
discuss litigation when an action against or on behalf of the
corporation has been filed and is pending in a court or administrative
tribunal, or when the board of directors finds that such an action is
probable or imminent, (ii) to consider information regarding appointment,
employment or dismissal of an employee, or (iii) to discuss violations of
rules and regulations of the corporation.
Any member
may record by tape, film or other means the proceedings at such meetings or
portions thereof required to be
open by this Section. The board may prescribe
reasonable rules and regulations to govern the right to make such
recordings. Notice of such meetings shall be mailed or delivered at
least 48 hours prior thereto, unless a written waiver of such notice is
signed by the person or persons entitled to such notice pursuant to the
articles of incorporation, bylaws, other instrument
before the meeting is convened. Copies
of notices of meetings of the board of directors shall be posted in
entranceways, elevators, or other conspicuous places at least 48 hours prior to the meeting of the board of
directors. If there is no common entranceway for 7 or more
units, the board of directors may designate one or more locations in
the proximity of such units where the notices of meetings shall be posted.
For purposes of this Section, "meeting of the board of directors" means any
gathering of a quorum of the members of the board of directors held for the purpose of discussing business of the
homeowners association or cooperative.
The provisions of this Section shall apply to any homeowners association or residential cooperative
situated in the State of Illinois regardless of where
it may be incorporated.
(Source: P.A. 94-1099, eff. 2-2-07.)
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805 ILCS 105/108.25
(805 ILCS 105/108.25) (from Ch. 32, par. 108.25)
Sec. 108.25.
Notice of directors' meetings.
Meetings of
the board of directors shall be held upon such notice as the
bylaws may prescribe. Attendance of a director at any
meeting shall constitute a waiver of notice of such meeting
except where a director attends a meeting for the express
purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Unless provided otherwise in the articles of incorporation
or the bylaws, neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver
of notice of such meeting, except that no special meeting of
directors may remove a director under Section 108.35(b) of
this Act unless written notice of the proposed removal is
delivered to all directors at least twenty days prior to
such meeting.
(Source: P.A. 84-1423.)
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805 ILCS 105/108.30
(805 ILCS 105/108.30) (from Ch. 32, par. 108.30)
Sec. 108.30.
Vacancies.
Any vacancy occurring in the
board of directors and any directorship to be filled by
reason of an increase in the number of directors may be
filled by the board of directors unless the articles of
incorporation or the bylaws provide that a vacancy or
directorship so created shall be filled in some other
manner, in which case such provision shall control. A
director elected or appointed, as the case may be, to fill a
vacancy shall be elected or appointed for the unexpired term
of his or her predecessor in office.
(Source: P.A. 84-1423.)
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805 ILCS 105/108.35
(805 ILCS 105/108.35) (from Ch. 32, par. 108.35)
Sec. 108.35. Removal of directors. (a) One or more of
the directors may be removed, with or without cause. In the
case of a corporation having a board of directors which is
classified in accordance with subsection 108.10(e) of this
Act, the articles of incorporation or bylaws may provide that such directors may only be removed for cause.
(b) In the case of a corporation with no members or with no
members entitled to vote on directors, a director may be
removed by the affirmative vote of a majority of the
directors then in office present and voting at a meeting of
the board of directors at which a quorum is present.
(c) In the case of a corporation with members entitled to
vote for directors, no director may be removed, except as
follows:
(1) A director may be removed by the affirmative vote | | of two-thirds of the votes present and voted, either in person or by proxy.
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(2) No director shall be removed at a meeting of
| | members entitled to vote unless the written notice of such meeting is delivered to all members entitled to vote on removal of directors. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director or directors may be removed at such meeting.
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(3) In the case of a corporation having cumulative
| | voting, if less than the entire board is to be removed, no director may be removed, with or without cause, if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors.
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(4) If a director is elected by a class of voting
| | members entitled to vote, directors or other electors, that director may be removed only by the same class of members entitled to vote, directors or electors which elected the director.
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(d) The provisions of subsections (a), (b) and (c) shall
not preclude the Circuit Court
from removing a
director of the corporation from office in a proceeding
commenced either by the corporation or by members entitled
to vote holding at least 10 percent of the outstanding votes
of any class if the court finds (1) the director is engaged
in fraudulent or dishonest conduct or has grossly abused his
or her position to the detriment of the corporation, and (2)
removal is in the best interest of the corporation. If the
court removes a director, it may bar the director from
reelection for a period prescribed by the court. If such a
proceeding is commenced by a member entitled to vote, such
member shall make the corporation a party defendant.
(Source: P.A. 96-649, eff. 1-1-10.)
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805 ILCS 105/108.40
(805 ILCS 105/108.40) (from Ch. 32, par. 108.40)
Sec. 108.40.
Committees.
(a) If the articles of
incorporation or bylaws so provide, a majority of the
directors may create one or more committees and appoint
directors or such other persons as the board designates, to
serve on the committee or committees. Each committee shall
have two or more directors, a majority of its membership
shall be directors, and all committee members shall serve at
the pleasure of the board. However, committees appointed by the board or
otherwise authorized by the bylaws relating to the
election, nomination, qualification, or credentials of directors or other
committees involved in the process of electing directors may be composed
entirely of non-directors.
(b) Unless the appointment by the board of directors
requires a greater number, a majority of any committee shall
constitute a quorum, and a majority of committee members
present and voting at a meeting at which a quorum is present
is necessary for committee action. A committee may act by
unanimous consent in writing without a meeting and, subject
to the provisions of the bylaws or action by the board of
directors, the committee by majority vote of its members
shall determine the time and place of meetings and the
notice required therefor.
(c) To the extent specified by the board of directors or in
the articles of incorporation or bylaws, each committee may
exercise the authority of the board of directors under
Section 108.05 of this Act; provided, however, a committee
may not:
(1) Adopt a plan for the distribution of the assets | | of the corporation, or for dissolution;
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(2) Approve or recommend to members any act this Act
| | requires to be approved by members, except that committees appointed by the board or otherwise authorized by the bylaws relating to the election, nomination, qualification, or credentials of directors or other committees involved in the process of electing directors may make recommendations to the members relating to electing directors;
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(3) Fill vacancies on the board or on any of its
| |
(4) Elect, appoint or remove any officer or director
| | or member of any committee, or fix the compensation of any member of a committee;
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(5) Adopt, amend, or repeal the bylaws or the
| | articles of incorporation;
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(6) Adopt a plan of merger or adopt a plan of
| | consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the corporation; or
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(7) Amend, alter, repeal or take action inconsistent
| | with any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.
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(d) The board of directors may create and appoint persons
to a commission, advisory body or other such body which may
or may not have directors as members, which body may not act
on behalf of the corporation or bind it to any action but
may make recommendations to the board of directors or to the
officers.
(Source: P.A. 90-188, eff. 7-24-97.)
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805 ILCS 105/108.45
(805 ILCS 105/108.45) (from Ch. 32, par. 108.45)
Sec. 108.45. Informal action by directors. (a) Unless
specifically prohibited by the articles of incorporation or
bylaws, any action required by this Act to be taken at a
meeting of the board of directors of a corporation, or any
other action which may be taken at a meeting of the board of
directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so
taken, shall be approved in writing by all of the directors and all of
any nondirector committee members entitled to vote with
respect to the subject matter thereof, or by all the members
of such committee, as the case may be.
(b) The consent shall be evidenced by one or more written
approvals, each of which sets forth the action taken and provides a written record of approval. All the approvals evidencing the consent shall be
delivered to the secretary to be filed in the corporate
records. The action taken shall be effective when all the
directors or the committee members, as the case may be, have
approved the consent unless the consent specifies a
different effective date.
(c) Any such consent approved in writing by all the directors or all the
committee members, as the case may be, shall have the same
effect as a unanimous vote and may be stated as such in any
document filed with the Secretary of State under this Act.
(Source: P.A. 96-649, eff. 1-1-10; 96-994, eff. 7-2-10.)
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805 ILCS 105/108.50
(805 ILCS 105/108.50) (from Ch. 32, par. 108.50)
Sec. 108.50.
Officers.
(a) A corporation shall have
such officers as shall be provided in the bylaws. Officers
and assistant officers and agents as may be deemed necessary
may be elected or appointed by the board of directors or
chosen in such other manner as may be prescribed by the bylaws.
If the bylaws so provide, any two or more offices
may be held by the same person. One officer, in this Act
generally referred to as the secretary, shall have the
authority to certify the bylaws, resolutions of the members
and board of directors and committees thereof, and other
documents of the corporation as true and correct copies
thereof.
(b) All officers and agents of the corporation, as between
themselves and the corporation, shall have such express
authority and perform such duties in the management of the
property and affairs of the corporation as may be provided
in the bylaws, or as may be determined by resolution of the
board of directors not inconsistent with the bylaws and
such implied authority as recognized by the common law from
time to time.
(c) The articles of incorporation or the bylaws may
provide that any one or more officers of the corporation or
any other person holding a particular office outside the
corporation shall be a director or directors while he or she
holds that office. Unless the articles of incorporation or
the bylaws provide otherwise, such director or directors
shall have the same rights, duties and responsibilities as
other directors.
(Source: P.A. 84-1423.)
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805 ILCS 105/108.55
(805 ILCS 105/108.55) (from Ch. 32, par. 108.55)
Sec. 108.55.
Removal of Officers.
Any officer or agent
may be removed by the board of directors or other persons
authorized to elect or appoint such officer or agent but
such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself
create any contract rights.
(Source: P.A. 84-1423.)
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805 ILCS 105/108.60
(805 ILCS 105/108.60) (from Ch. 32, par. 108.60)
Sec. 108.60. Director conflict of interest. (a) If a
transaction is fair to a corporation at the time it is
authorized, approved, or ratified, the fact that a director
of the corporation is directly or indirectly a party to the
transaction is not grounds for invalidating the transaction.
(b) In a proceeding contesting the validity of a
transaction described in subsection (a), the person
asserting validity has the burden of proving fairness
unless:
(1) The material facts of the transaction and the | | director's interest or relationship were disclosed or known to the board of directors or a committee consisting entirely of directors and the board or committee authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum; or
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(2) The material facts of the transaction and the
| | director's interest or relationship were disclosed or known to the members entitled to vote, if any, and they authorized, approved or ratified the transaction without counting the vote of any member who is an interested director.
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(c) The presence of the director, who is directly or
indirectly a party to the transaction described in
subsection (a), or a director who is otherwise not
disinterested, may be counted in determining whether a
quorum is present but may not be counted when the board of
directors or a committee of the board takes action on the
transaction.
(d) For purposes of this Section, a director is
"indirectly" a party to a transaction if the other party to
the transaction is an entity in which the director has a
material financial interest or of which the director is an
officer, director or general partner; except that if a director is an officer or director of both parties to a transaction involving a grant or contribution, without consideration, from one entity to the other, that director is not "indirectly" a party to the transaction provided the director does not have a material financial interest in the entity that receives the grant or contribution.
(e) (Blank).
(Source: P.A. 96-649, eff. 1-1-10; 96-994, eff. 7-2-10.)
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805 ILCS 105/108.65
(805 ILCS 105/108.65) (from Ch. 32, par. 108.65)
Sec. 108.65. Liability of directors in certain cases. (a) In addition to any other liabilities imposed by law
upon directors of a corporation, they are liable as follows:
(1) The directors of a corporation who vote for or | | assent to any distribution not authorized by Section 109.10 or Article 12 of this Act shall be jointly and severally liable to the corporation for the amount of such distribution.
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(2) If a dissolved corporation shall proceed to bar
| | any known claims against it under Section 112.75 of this Act, the directors of such corporation who fail to take reasonable steps to cause the notice required by Section 112.75 of this Act to be given to any known creditor of such corporation shall be jointly and severally liable to such creditor for all loss and damage occasioned thereby.
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(3) Unless dissolution is subsequently revoked
| | pursuant to Section 112.25 of this Act, the directors of a corporation that conducts its affairs after the filing by the Secretary of State of articles of dissolution with respect to a voluntary dissolution authorized as provided by this Act, otherwise than as necessary or appropriate to wind up and liquidate its affairs, shall be jointly and severally liable to the creditors of such corporation for all debts and liabilities of the corporation incurred in so conducting its affairs. Directors of a corporation that conducts its affairs during a period of administrative dissolution shall not be liable under this paragraph (a)(3) if the Secretary of State subsequently files an application for reinstatement under subsection (c) of Section 112.45, which reinstatement shall have the effect described in subsection (d) of Section 112.45.
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(b) A director of a corporation who is present at a meeting
of its board of directors at which action on any corporate
matter is taken is conclusively presumed to have assented to
the action taken unless his or her dissent or abstention is
entered in the minutes of the meeting or unless he or she
files his or her written dissent or abstention to such
action with the person acting as the secretary of the
meeting before the adjournment thereof or forwards such
dissent or abstention by registered or certified mail to the
secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent or
abstain does not apply to a director who voted in favor of
such action.
(c) A director shall not be liable for a distribution of
assets to any person in excess of the amount authorized by
Section 109.10 or Article 12 of this Act if he or she relied
and acted in good faith upon a balance sheet and profit and
loss statement of the corporation represented to him or her
to be correct by the president or the officer of such
corporation having charge of its books of account, or
certified by an independent public or certified public
accountant or firm of such accountants to fairly reflect the
financial condition of such corporation, nor shall he or she
be so liable if in good faith in determining the amount
available for any such distribution he or she considered the
assets to be of their book value.
(d) Any director against whom a claim is asserted under
this Section and who is held liable thereon, is entitled to
contribution from the other directors who are likewise
liable thereon. Any director against whom a claim is
asserted for the improper distribution of assets of a
corporation, and who is held liable thereon, is entitled to
contribution from the persons who knowingly accepted or
received any such distribution in proportion to the amounts
received by them respectively.
(Source: P.A. 98-776, eff. 1-1-15 .)
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805 ILCS 105/108.70
(805 ILCS 105/108.70) (from Ch. 32, par. 108.70)
Sec. 108.70. Limited Liability of directors, officers, board members,
and persons who serve without compensation. (a) No director or officer serving without compensation, other than
reimbursement for actual expenses, of a corporation organized under this
Act or any predecessor Act and exempt, or qualified for exemption, from
taxation pursuant to Section 501(c) of the Internal Revenue Code of 1986,
as amended, shall be liable, and no cause of action may be brought, for
damages resulting from the exercise of judgment or discretion in connection
with the duties or responsibilities of such director or officer unless the
act or omission involved willful or wanton conduct.
(b) No director of a corporation organized under this Act
or any predecessor Act for the purposes identified in items (14), (19),
(21) and (22) of
subsection (a) of Section 103.05 of this Act, and exempt or qualified for
exemption from taxation pursuant to Section 501(c) of the Internal
Revenue Code of 1986, as amended, shall be liable, and no cause of action
may be brought for damages resulting from the exercise of judgment or
discretion in connection with the duties or responsibilities of such
director, unless: (1) such director earns in excess of $25,000 per year from
his duties as director, other than reimbursement for actual expenses; or
(2) the act or omission involved willful or wanton conduct.
(b-5) Except for willful and wanton conduct, no volunteer board member serving without compensation, other than reimbursement for actual expenses, of a corporation organized under this Act or any predecessor Act and exempt, or qualified for exemption, from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, shall be liable, and no action may be brought, for damages resulting from any action of the executive director concerning the false reporting of or intentional tampering with financial records of the organization, where the actions of the executive director result in legal action.
This subsection (b-5) shall not apply to any action taken by the Attorney General (i) in the exercise of his or her common law or statutory power and duty to protect charitable assets or (ii) in the exercise of his or her authority to enforce the laws of this State that apply to trustees of a charity, as that term is defined in the Charitable Trust Act and the Solicitation for Charity Act.
(c) No person who, without compensation other than reimbursement for
actual expenses, renders service to or for a corporation organized under
this Act or any predecessor Act and exempt or qualified for exemption
from taxation pursuant to
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, shall
be liable, and no cause of action may be brought, for damages resulting
from an act or omission in rendering such services, unless the act or
omission involved willful or wanton conduct.
(d) (Blank).
(e) Nothing in this Section is intended to bar any cause of action
against the corporation or change the liability of the corporation arising
out of an act or omission of any director, officer or person exempt from
liability for negligence under this Section.
(Source: P.A. 95-342, eff. 1-1-08; 96-649, eff. 1-1-10.)
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805 ILCS 105/108.75
(805 ILCS 105/108.75) (from Ch. 32, par. 108.75)
Sec. 108.75. 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 in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her
duty 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 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 that 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), (b), or (c)
(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), (b), or (c). Such determination shall be made
with respect to a person who is a director or officer of the corporation at the time of the
determination: (1) by the majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, (2) by a committee of such
directors, even though
less than a quorum, designated by a majority vote of such directors, (3) if there are no such directors, or if such directors
so direct, by independent legal
counsel in a written opinion, or (4) by the members entitled
to vote, if any.
(e) Expenses (including attorney's fees) incurred by an officer or
director of the corporation 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, as authorized by the board of directors in the
specific case, upon receipt of an undertaking by or on
behalf of such director or officer to repay
such amount, unless it shall ultimately be determined that
such person is 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 of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise 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 members 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. A right to indemnification or to advancement of expenses arising under a provision of the articles
of incorporation or a by-law shall not be eliminated or impaired by an amendment to such
provision after the occurrence of the act or omission that is the subject of the civil, criminal,
administrative or investigative action, suit or proceeding for which indemnification or
advancement of expenses is sought, unless the provision in effect at the time of such act or
omission explicitly authorizes such elimination or impairment after such act or omission has
occurred.
(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) In the case of a corporation with members entitled to
vote, if a corporation indemnifies or advances
expenses under subsection (b) of this Section to a director or
officer, the corporation shall report the indemnification
or advance in writing to the members entitled to vote with
or before the notice of the next meeting of the members
entitled to vote.
(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, 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 interests 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. 97-881, eff. 8-2-12.)
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805 ILCS 105/108.80
(805 ILCS 105/108.80) (from Ch. 32, par. 108.80)
Sec. 108.80.
Prohibited loans to directors and officers.
Except as
permitted by subsection (e) of Section 108.75, no loan shall be made by a
corporation to a director or officer except that a loan may be made to a
director or officer who is employed by the corporation if authorized by a
majority of the non-employed directors and either (a) in the case of a
corporation organized for and holding property for any charitable,
religious, eleemosynary, benevolent, educational or similar purpose, the
purpose of such loan is to provide financing for the principal residence of
the employed director of officer upon receipt of adequate collateral
consisting of marketable real estate or securities readily capable of
valuation or (b) the loan is otherwise in furtherance of the purposes of
the corporation and in the ordinary course of its affairs. The directors
of a corporation who vote for or assent to the making of a loan to any
non-employed director or non-employed officer of the corporation, or
otherwise prohibited by this Section, and any other person knowingly
participating in the making of such loan, shall be jointly and severally
liable to the corporation for the amount of such loan until the repayment thereof.
(Source: P.A. 84-1423.)
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805 ILCS 105/108.85
(805 ILCS 105/108.85) (from Ch. 32, par. 108.85)
Sec. 108.85.
Act not exclusive.
This Act is not an exclusive
statement of the duties and responsibilities of directors and officers.
Directors and officers are subject to common law and other statutory duties and
responsibilities.
(Source: P.A. 84-1423.)
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805 ILCS 105/Art. 9
(805 ILCS 105/Art. 9 heading)
ARTICLE 9.
DISTRIBUTIONS
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805 ILCS 105/109.10
(805 ILCS 105/109.10) (from Ch. 32, par. 109.10)
Sec. 109.10.
Distributions prior to dissolution.
(a)
The board of directors of a corporation may authorize, and
the corporation may make, distributions of its money,
property, or other assets, other than upon dissolution and
final liquidation, subject to the limitations of subsection
(d) of this Section, only:
(1) To any person or organization who or which has
made payments to the corporation for goods or services, as a
fractional repayment of such payments, provided all such
persons or organizations in any category are repaid on an
equal pro rata basis; or
(2) To any person or organization as a repayment of
his, her or its contribution of an amount not to exceed the
amount of the
contribution, provided that any assets held for any charitable,
religious, eleemosynary, benevolent, educational or similar purpose or held
upon a condition requiring return, shall continue to be so restricted.
The articles of incorporation
or the bylaws may provide that the membership rights of a
member cease upon the repayment, in whole, of the
contribution of such member.
(b) Any payment or transfer of money, property or other
assets in furtherance of any of the purposes of the
corporation shall not be deemed a distribution for the
purposes of this Article and this Section shall not be
construed as limiting the purposes and powers of a
corporation as set forth in Article 3 of this Act.
(c) All distributions by a corporation permitted by this
Section shall be at the option of the corporation only and
at such amount or amounts, within the period or periods, and
on such terms and conditions, not inconsistent with the
purpose of the corporation and this Act, as are stated in,
or fixed by the board of directors pursuant to authority
granted by, the articles of incorporation or the bylaws.
(d) No distribution under subsection (a) may be made if,
after giving it effect:
(1) The corporation would be insolvent; or
(2) The net assets of the corporation would be less
than zero; or
(3) The corporation would be rendered unable to carry
on its corporate purposes.
(e) The board of directors may base a determination that a
distribution may be made under subsection (d) either on
financial statements prepared on the basis of accounting
practices and principles that are reasonable in the
circumstances or on a fair valuation or other method that is
reasonable in the circumstances.
(f) The effect of a distribution under subsection (d) is
measured as of the earlier of:
(1) The date of its authorization if payment occurs
within 120 days after the date of authorization or the date
of payment if payment occurs more than 120
days after the date of authorization; or
(2) In the case of a repayment of a contribution in
which the membership rights of a member cease, the earlier
of (i) the date money or other property is transferred or
debt incurred by the corporation or (ii) the date the
membership rights of the member cease.
(Source: P.A. 84-1423.)
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805 ILCS 105/Art. 10
(805 ILCS 105/Art. 10 heading)
ARTICLE 10.
AMENDMENTS
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805 ILCS 105/110.05
(805 ILCS 105/110.05) (from Ch. 32, par. 110.05)
Sec. 110.05.
Authority to amend articles of
incorporation.
(a) A corporation may amend its articles of
incorporation at any time and from time to time to add a new
provision or to change or remove an existing provision,
provided that the articles as amended contain only such
provisions as are required or permitted in original articles
of incorporation at the time of amendment. The articles as
amended must contain all the provisions required by
subsection (a) of Section 102.10 of this Act except that the
names and addresses of the initial directors may be omitted
and the names of the initial registered agent or the address
of the initial registered office may be omitted.
(b) A corporation whose period of duration as provided in
the articles of incorporation has expired may amend its
articles of incorporation to revive its articles and extend
the period of corporate duration, including making the
duration perpetual, at any time within 5 years after the
date of expiration.
(Source: P.A. 91-527, eff. 1-1-00.)
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805 ILCS 105/110.15
(805 ILCS 105/110.15) (from Ch. 32, par. 110.15)
Sec. 110.15.
Amendment by Directors.
Where a
corporation has no members, or no members entitled to vote
on amendments, one or more amendments shall be adopted by
the board of directors upon receiving the affirmative vote
of a majority of the directors in office.
(Source: P.A. 84-1423.)
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805 ILCS 105/110.20
(805 ILCS 105/110.20) (from Ch. 32, par. 110.20)
Sec. 110.20.
Amendments by Directors and Members.
Where
a corporation has members entitled to vote on amendments,
one or more amendments shall be adopted in the following
manner:
(a) The board of directors shall adopt a resolution setting
forth the proposed amendment and directing that it be
submitted to a vote at a meeting of members entitled to vote
on amendments which may be either an annual or a special
meeting;
(b) Written or printed notice setting forth the proposed
amendment or a summary of the changes to be effected thereby
shall be given to each member entitled to vote on amendments
at such meeting within the time and in the manner provided
in this Act for the giving of notice of meetings of members.
If such meeting be an annual meeting, the proposed
amendment, or a summary as aforesaid, may be included in the
notice of such annual meeting;
(c) At such meeting, at which there is a quorum of members,
a vote of the members entitled to vote on the proposed
amendment shall be taken. The proposed amendment shall be
adopted by receiving the affirmative vote of at least 2/3
of the votes present and voted either in person or by
proxy, unless any class of members is entitled to vote as a
class in respect thereof, in which event the proposed
amendment shall be adopted by receiving the affirmative vote
of at least two-thirds of the votes of the class present and
voted either in person or by proxy;
(d) The articles of incorporation or the bylaws of a
corporation may supersede the two-thirds vote requirement of
subsection (c) by specifying any smaller or larger vote
requirement not less than a majority of the votes which
members entitled to vote on such amendment shall vote,
either in person or by proxy, at a meeting at which there is
a quorum.
(Source: P.A. 84-1423.)
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805 ILCS 105/110.30
(805 ILCS 105/110.30) (from Ch. 32, par. 110.30)
Sec. 110.30. Articles of amendment.
(a) Except as
provided in Section 110.40 of this Act, the articles of
amendment 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;
(2) The text of each amendment adopted;
(3) If the amendment was adopted pursuant to Section | |
(i) A statement that the amendment received the
| | affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or
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(ii) A statement that the amendment was adopted
| | by written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act;
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(4) If the amendment was adopted pursuant to Section
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(i) A statement that the amendment was adopted at
| | a meeting of members entitled to vote by the affirmative vote of the members having not less than the minimum number of votes necessary to adopt such amendment, as provided by this Act, the articles of incorporation or the bylaws, and the date of the meeting; or
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(ii) A statement that the amendment was adopted
| | by members entitled to vote having not less than the minimum number of votes necessary to adopt such amendment, as provided by this Act, the articles of incorporation, or the bylaws, in compliance with Section 107.10 of this Act.
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(5) If the amendment restates the articles of
| | incorporation, the amendment shall so state and shall set forth:
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(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;
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(iii) The address of the registered office and
| | the name of the registered agent on the date of filing the restated articles.
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The articles as restated must include all the
| | information required by subsection (a) of Section 102.10 of this Act, except that the articles need not set forth the information required by paragraphs 3, 4 or 5 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.
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(6) If, pursuant to Section 110.35 of this Act, the
| | amendment is to become effective subsequent to the date on which the articles of amendment are filed, the date on which the amendment is to become effective.
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(7) If the amendment revives the articles of
| | incorporation and extends the period of corporate duration, the amendment shall so state and shall set forth:
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(i) The date the period of duration expired under
| | the articles of incorporation;
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(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
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(iii) A statement that the corporation has been
| | in continuous operation since before the date of expiration of its original period of duration.
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(b) When the provisions of this Section have been complied with, the
Secretary of State shall file the articles of
amendment.
(Source: P.A. 96-649, eff. 1-1-10.)
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805 ILCS 105/110.35
(805 ILCS 105/110.35) (from Ch. 32, par. 110.35)
Sec. 110.35.
Effect 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 of amendment by the | |
(2) The time established under the articles of
| | amendment, not to exceed 30 days after the filing of the articles of amendment by the Secretary of State.
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(b) If the amendment is made in accordance with the
provisions of Section 110.40 of this Act, upon the filing of the articles 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 members of
the corporation and with the same effect as if the
amendments had been adopted by unanimous action of the
directors and members 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 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 members, acting
or purporting to act as such, which would have been legal
and valid but for such expiration, shall stand ratified and
confirmed.
(e) 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 members; 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. 92-33, eff. 7-1-01.)
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805 ILCS 105/110.40
(805 ILCS 105/110.40) (from Ch. 32, par. 110.40)
Sec. 110.40.
Amendment pursuant to reorganization.
(a)
The articles of incorporation of a corporation may be
amended without director or member action to carry out a
plan of reorganization ordered by a court of competent
jurisdiction pursuant to any applicable statute of the
United States if the articles after amendment contain only
provisions required or permitted by Section 102.10 of this
Act.
(b) The individual or individuals designated by the court
shall execute, verify and deliver to the Secretary of State
for filing in accordance with Section 101.10 of this Act,
articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment approved by the court;
(3) The date of the court's order approving the
articles of amendment;
(4) The title of the reorganization proceeding in
which the order was entered; and
(5) A statement that the court had jurisdiction of the
proceeding under federal statute.
(Source: P.A. 84-1423.)
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805 ILCS 105/Art. 11
(805 ILCS 105/Art. 11 heading)
ARTICLE 11.
MERGER AND CONSOLIDATION
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805 ILCS 105/111.05
(805 ILCS 105/111.05) (from Ch. 32, par. 111.05)
Sec. 111.05.
Right to merge or consolidate.
Any two or
more corporations may merge into one such corporation or
consolidate into a new corporation by adopting a plan of
merger or consolidation setting forth:
(a) The names of the corporations proposing to merge
or consolidate, and in the case of a merger, the name of the
corporation into which they propose to merge, which is
hereinafter designated as the surviving corporation, or in
the case of a consolidation, the name of the new corporation
into which they propose to consolidate, which is hereinafter
designated as the new corporation;
(b) The terms and conditions of the proposed merger or
consolidation;
(c) In the case of a merger, a statement of any changes in
the articles of incorporation of the surviving corporation
to be effected by such merger, or in the case of a
consolidation and with respect to the new corporation, all
of the statements required to be set forth in articles of
incorporation for corporations organized under this Act; and
(d) Such other provisions with respect to the proposed
merger or consolidation as are deemed necessary or
desirable, including provisions, if any, under which the
proposed merger or consolidation may be abandoned prior to
the filing of articles of merger or articles of
consolidation by the Secretary of State.
(Source: P.A. 84-1423.)
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805 ILCS 105/111.10
(805 ILCS 105/111.10) (from Ch. 32, par. 111.10)
Sec. 111.10.
Merger of Domestic Corporation into Body Corporate and
Politic. A domestic corporation which carries on athletic sports and
promotes athletic interests among students of a State university with which
it is affiliated may be merged into a body corporate and politic which
manages and governs the State university. The domestic not-for-profit
corporation and the body corporate and politic may accomplish such merger
by adopting a plan of merger setting forth:
(a) The names of the domestic corporation and the body corporate and
politic which propose to merge; and the name of the body corporate and
politic into which they propose to merge, which is hereinafter designated
as the surviving corporation;
(b) The terms and conditions of the proposed merger; and
(c) Such other provisions with respect to the proposed merger as are
deemed necessary or desirable, including provisions, if any, under which
the proposed merger may be abandoned prior to the filing of Articles of
Merger in the office of the Secretary of State.
(Source: P.A. 86-6.)
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805 ILCS 105/111.15
(805 ILCS 105/111.15) (from Ch. 32, par. 111.15)
Sec. 111.15.
Merger or consolidation by directors.
Where a corporation has no members or no members entitled to
vote on mergers or consolidations, a plan thereof shall be
adopted at a meeting of the board of directors upon
receiving the affirmative vote of a majority of the
directors in office.
(Source: P.A. 84-1423.)
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805 ILCS 105/111.20
(805 ILCS 105/111.20) (from Ch. 32, par. 111.20)
Sec. 111.20.
Merger or consolidation by directors and
members. Where a corporation has members entitled to vote
on mergers or consolidations, a plan thereof shall be
adopted in the following manner:
(a) The board of directors shall adopt a resolution
approving the plan and directing that it be submitted to a
vote at a meeting of members entitled to vote on mergers or
consolidations, which may be either an annual or a special
meeting.
(b) Written or printed notice setting forth the proposed
plan or a summary thereof shall be given to each member
entitled to vote at such meeting within the time and in the
manner provided in this Act for the giving of notice of
meetings of members. If such meeting be an annual meeting,
the proposed plan, or a summary as aforesaid, may be
included in the notice of such annual meeting.
(c) At such meeting, at which there is a quorum of members,
a vote of the members entitled to vote on the proposed plan
shall be taken. The proposed plan shall be adopted by
receiving the affirmative vote of at least two-thirds of the
votes present and voted either in person or by proxy, unless
any class of members is entitled to vote as a class in
respect thereof, in which event the proposed plan shall be
adopted by receiving the affirmative vote of at least 2/3
of the votes of the class present and voted either in
person or by proxy.
(d) The articles of incorporation or the bylaws of a
corporation may supersede the two-thirds vote requirement of
subsection (c) by specifying any smaller or larger vote
requirement not less than a majority of the votes which
members entitled to vote on such merger or consolidation
shall vote, either in person or by proxy, at a meeting at
which there is a quorum.
(Source: P.A. 84-1423.)
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805 ILCS 105/111.25
(805 ILCS 105/111.25) (from Ch. 32, par. 111.25)
Sec. 111.25. Articles of merger or consolidation.
(a) Articles of merger or consolidation shall be executed by
each corporation and filed in duplicate in accordance with
Section 101.10 of this Act and shall set forth:
(1) the name of each corporation;
(2) the plan of merger or consolidation;
(3) as to each corporation where the plan of merger | | or consolidation was adopted pursuant to Section 111.15 of this Act:
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(i) a statement that the plan received the
| | affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or
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(ii) a statement that the plan was adopted by
| | written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act; and
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(4) as to each corporation where the plan of merger
| | or consolidation was adopted pursuant to Section 111.20 of this Act:
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(i) a statement that the plan was adopted at a
| | meeting of members by the affirmative vote of members having not less than the minimum number of votes necessary to adopt the plan, as provided by this Act, the articles of incorporation, or the bylaws, and the date of the meeting; or
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(ii) a statement that the plan was adopted by
| | written consent, signed by members having not less than the minimum number of votes necessary to adopt the plan, as provided by this Act, the articles of incorporation or the bylaws, in compliance with Section 107.10 of this Act.
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(b) When the provisions of this Section have been complied
with, the Secretary of State shall file the articles of
merger or consolidation.
(Source: P.A. 102-558, eff. 8-20-21.)
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805 ILCS 105/111.35
(805 ILCS 105/111.35) (from Ch. 32, par. 111.35)
Sec. 111.35.
Merger or consolidation of domestic and
foreign corporations. One or more domestic corporations and
one or more foreign corporations may be merged or
consolidated in the following manner, provided such merger
or consolidation is permitted by the laws of the State or
country under which each such foreign corporation is
organized:
(a) Each domestic corporation shall comply with the
provisions of this Act with respect to the merger or
consolidation, as the case may be, of domestic corporations
and each foreign corporation shall comply with the
applicable provisions of the laws of the State or country
under which it is organized.
(b) If the surviving or new corporation, as the case may
be, is to be governed by the laws of any State or country
other than this State, it shall comply with the provisions
of this Act with respect to foreign corporations if it is to
conduct its affairs in this State, and in every case it
shall file with the Secretary of State of this State:
(1) An agreement that it may be served with
process in this State in any proceeding for the enforcement
of any obligation of any domestic corporation which is a
party to such merger or consolidation; and
(2) An irrevocable appointment of the Secretary
of State of this State as its agent to accept service of
process in any such proceeding.
(c) The effect of such merger or consolidation shall be the
same as in the case of the merger or consolidation of
domestic corporations, except, if the surviving or new
corporation is to be governed by the laws of any State or
country other than this State, only to the extent that the
laws of such other State or country shall otherwise provide.
(Source: P.A. 84-1423.)
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805 ILCS 105/111.37
(805 ILCS 105/111.37) (from Ch. 32, par. 111.37)
Sec. 111.37.
Merger of domestic
corporations and domestic or foreign corporations for
profit.
(a) One or more domestic corporations and one or
more domestic or foreign corporations for profit may merge
into one of such domestic corporations or consolidate into a
new domestic corporation, provided that such merger or
consolidation is permitted by the laws of the state or
country under which each such foreign corporation for profit
is organized.
(b) Each domestic corporation shall comply with the
provisions of this Act with respect to the merger or
consolidation of domestic corporations, each domestic
corporation for profit shall comply with the provisions of
the Business Corporation Act of 1983, as amended, with
respect to merger or consolidation of domestic corporations
for profit, each foreign corporation for profit shall comply
with the laws of the State or country under which it is
organized, and each foreign corporation for profit having a
certificate of authority to transact business in this State
under the provisions of the Business Corporation Act of
1983, as amended, shall comply with the provisions of such
Act with respect to merger or consolidation of foreign
corporations for profit.
(c) The plan of merger or consolidation shall set forth, in
addition to all matters required by Section 111.05 of this
Act, the manner and basis of converting shares of each
merging or consolidating domestic or foreign corporation for
profit into membership or other interests of the surviving domestic corporation, or into cash, or into property,
or into any combination of the foregoing.
(d) The effect of a merger or consolidation under this
Section shall be the same as in the case of a merger or
consolidation of domestic corporations.
(Source: P.A. 93-59, eff. 7-1-03.)
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805 ILCS 105/111.40
(805 ILCS 105/111.40) (from Ch. 32, par. 111.40)
Sec. 111.40.
Effective date of merger or consolidation.
The merger or consolidation shall become effective upon the
filing of the articles of merger or
consolidation by
the Secretary of State or on a later specified date, not
more
than
30 days subsequent to the filing of the articles of merger or consolidation by
the
Secretary of State, as may be provided for in the plan.
(Source: P.A. 92-33, eff. 7-1-01.)
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805 ILCS 105/111.45
(805 ILCS 105/111.45)
Sec. 111.45. (Repealed).
(Source: P.A. 92-33, eff. 7-1-01. Repealed by P.A. 96-1121, eff. 1-1-11.)
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805 ILCS 105/111.50
(805 ILCS 105/111.50) (from Ch. 32, par. 111.50)
Sec. 111.50.
Effect of merger or consolidation.
When such merger or consolidation has been effected:
(a) The several corporations parties to the plan of
merger or consolidation shall be a single corporation,
which, in the case of a merger, is that corporation
designated in the plan of merger as the surviving
corporation, and, in the case of a consolidation, is the new
corporation provided for in the plan of consolidation.
(b) The separate existence of all corporations parties
to the plan of merger or consolidation, except the surviving
or new corporation, shall cease.
(c) Such surviving or new corporation has all the
rights, privileges, immunities, and powers and is subject to
all the duties and liabilities of a corporation organized
under this Act; however, this subsection (c) does not apply to a
surviving corporation which manages and governs a State university.
(d) Such surviving or new corporation shall thereupon
and thereafter possess all the rights, privileges,
immunities, and franchises, of a public or
private nature, of each of the merging or consolidating
corporations; and all property, real, personal, and mixed,
and all debts due on whatever account, and all other choses
in action, and all and every other interest, of or belonging
to or due to each of the corporations so merged or
consolidated, shall be taken and deemed to be transferred to
and vested in such single corporation without further act or
deed; and the title to any real estate, or any interest
therein, vested in any of such corporations shall not revert
or be in any way impaired by reason of such merger or
consolidation.
(e) Such surviving or new corporation shall
thenceforth be responsible and liable for all the
liabilities and obligations of each of the corporations so
merged or consolidated; and any claim existing or action or
proceeding pending by or against any of such corporations
may be prosecuted to judgment as if such merger or
consolidation had not taken place, or such surviving or new
corporation may be substituted in its place. Neither the
rights of creditors nor any liens upon the property of any
such corporations shall be impaired by such merger or
consolidation.
(f) In case of a merger, the articles of incorporation
of the surviving corporation are deemed to be amended to the
extent, if any, that changes in its articles are stated in
the articles of merger; and, in the case of a consolidation,
the articles of incorporation of the new corporation are set
forth in the articles of consolidation.
(Source: P.A. 86-6; 86-697; 86-1028.)
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805 ILCS 105/111.55
(805 ILCS 105/111.55) (from Ch. 32, par. 111.55)
Sec. 111.55.
Sale, lease or exchange of assets in usual
and regular conduct of its affairs; mortgage or pledge of
assets. The sale, lease, exchange or other disposition of
all, or substantially all, the property and assets of a
corporation, when made in the usual and regular course of
the conduct of the affairs of the corporation, and a pledge
or mortgage of the property and assets of a corporation, may
be made upon such terms and conditions and for such
considerations, which may consist, in whole or in part, of
money or property, real or personal, including shares of any
other corporation for profit, domestic or foreign, as shall
be authorized by its board of directors; and in such case no
authorization or consent of the members entitled to vote
shall be required.
(Source: P.A. 84-1423.)
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805 ILCS 105/111.60
(805 ILCS 105/111.60) (from Ch. 32, par. 111.60)
Sec. 111.60.
Sale, lease or exchange of assets, other
than in usual and regular conduct of its affairs. A sale,
lease, exchange, or other disposition of all, or
substantially all, the property and assets, with or without
the good will, of a corporation, if not made in the usual
and regular course of the conduct of the affairs of the
corporation, may be made upon such terms and conditions and
for such consideration, which may consist, in whole or in
part, of money or property, real or personal, including
shares of any other corporation, domestic or foreign, as may
be authorized in the following manner:
(a) Where a corporation has no members or no members
entitled to vote on the sale, lease or exchange of assets,
such action may be adopted by the board of directors upon
receiving the affirmative vote of a majority of the
directors in office.
(b) Where a corporation has members entitled to vote on the
sale, lease or exchange of assets, such action may be
adopted if:
(1) The board of directors shall adopt a resolution
recommending such sale, lease, exchange, or other
disposition and directing the submission thereof to a vote
at a meeting of members entitled to vote which may be either
an annual or a special meeting.
(2) Written notice stating that the purpose, or one of
the purposes, of such meeting is to consider the sale,
lease, exchange, or other disposition of all, or
substantially all, the property and assets of the
corporation shall be given to each member entitled to vote
within the time and in the manner provided by this Act for
the giving of notice of meetings of members. If such
meeting be an annual meeting, such purpose may be included
in the notice of such annual meeting.
(3) At such meeting the members entitled to vote on
such matter may authorize such sale, lease, exchange, or
other disposition and fix, or may authorize the board of
directors to fix, any or all of the terms and conditions
thereof and the consideration to be received by the
corporation therefor. Such authorization shall require the
affirmative vote of two-thirds of the votes present and
voted either in person or by proxy unless any class of
members is entitled to vote at a class in respect thereof,
in which event the proposed action shall be adopted by
receiving the affirmative vote of at least two-thirds of the
votes of the class present and voted either in person or by
proxy.
(4) After such authorization by a vote of members, the
board of directors nevertheless, in its discretion, may
abandon such sale, lease, exchange, or other disposition of
assets, subject to the rights of third parties under any
contracts relating thereto, without further action or
approval by members entitled to vote.
(5) The articles of incorporation or the bylaws of a
corporation may supersede the two-thirds vote requirement of
this Section by specifying any smaller or larger vote
requirement not less than a majority of the votes which
members entitled to vote on the matter shall vote, either in
person or by proxy, at a meeting at which there is a quorum.
(Source: P.A. 84-1423.)
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805 ILCS 105/Art. 12
(805 ILCS 105/Art. 12 heading)
ARTICLE 12.
DISSOLUTION
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805 ILCS 105/112.05
(805 ILCS 105/112.05) (from Ch. 32, par. 112.05)
Sec. 112.05.
Voluntary dissolution by directors.
Where
a corporation has no members or no members entitled to vote
on dissolution, the dissolution of a corporation may be
authorized by a majority of the directors provided that:
(a) No debts of the corporation remain unpaid.
(b) Written notice of the election to dissolve the
corporation has been given to all directors, not less than
three days before the execution of articles of dissolution.
(Source: P.A. 84-1423.)
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805 ILCS 105/112.10
(805 ILCS 105/112.10) (from Ch. 32, par. 112.10)
Sec. 112.10. Voluntary dissolution by written consent of
members entitled to vote. Except for the dissolution of a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis, when a corporation has members
entitled to vote on dissolution, the dissolution of a
corporation may be authorized pursuant to Section 107.10 of
this Act. Dissolution pursuant to this Section does not
require any vote of the directors of the corporation.
(Source: P.A. 98-302, eff. 1-1-14; 99-78, eff. 7-20-15.)
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805 ILCS 105/112.12 (805 ILCS 105/112.12) Sec. 112.12. Dissolution of residential cooperative housing corporations. When a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis has members entitled to vote on dissolution, there must be an open meeting and vote of those members before a dissolution may be authorized.
(Source: P.A. 98-302, eff. 1-1-14.) |
805 ILCS 105/112.15
(805 ILCS 105/112.15) (from Ch. 32, par. 112.15)
Sec. 112.15.
Voluntary dissolution by vote of members
entitled to vote. Where a corporation has members entitled
to vote on dissolution, the dissolution of a corporation may
be authorized by a vote of members entitled to vote in the
following manner:
(a) The board of directors shall adopt a resolution,
which may be with or without their recommendation, proposing
that the corporation be dissolved voluntarily, and directing
that the question of such dissolution be submitted to a vote
at a meeting of members entitled to vote on dissolution, if
any, which may be either an annual or special meeting.
(b) Written notice stating that the purpose, or one of the
purposes, of the meeting is to consider the voluntary
dissolution of the corporation, shall be given to each
member entitled to vote on dissolution within the time and
in the manner provided in this Act for the giving of notice
of meetings of members. If such meeting be an annual
meeting, such purpose may be included in the notice of such
annual meeting.
(c) At such meeting a vote of the members entitled to vote
on dissolution shall be taken on the resolution to dissolve
voluntarily the corporation. The resolution shall be
adopted by receiving the affirmative vote of at least two-thirds
of the votes present and voted either in person or by
proxy, unless any class of members is entitled to vote as a
class in respect thereof, in which event the proposed action
shall be adopted by receiving the affirmative vote of at
least two-thirds of the votes of the class present and voted
either in person or by proxy.
(d) The articles of incorporation or the bylaws of any
corporation may supersede the two-thirds vote requirement of
subsection (c) by specifying any smaller or larger vote
requirement not less than majority of the votes which
members entitled to vote on dissolution shall vote, either
in person or by proxy, at a meeting at which there is a
quorum.
(Source: P.A. 84-1423.)
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805 ILCS 105/112.16
(805 ILCS 105/112.16) (from Ch. 32, par. 112.16)
Sec. 112.16.
Distribution of assets.
The assets of a
corporation in the process of dissolution shall be applied
and distributed as follows:
(a) All liabilities and obligations of the corporation
shall be paid, satisfied and discharged, or adequate
provision shall be made therefor;
(b) Assets held by the corporation upon condition requiring
return, transfer or conveyance, which condition occurs by
reason of the dissolution, shall be returned, transferred or
conveyed in accordance with such requirements;
(c) Assets held for a charitable, religious, eleemosynary,
benevolent, educational or similar use, but not held upon a
condition requiring return, transfer or conveyance by reason
of the dissolution, shall be transferred or conveyed to one
or more domestic or foreign corporations, societies or
organizations engaged in activities substantially similar to
those of the dissolving corporation, pursuant to a plan of
distribution adopted as provided in this Act;
(d) To the extent that the articles of incorporation or bylaws
determine the distributive rights of members, or any
class or classes of members, or provide for distribution to
others, other assets, if any, shall be distributed in
accordance with such provisions;
(e) Any remaining assets may be distributed to such
societies, organizations or domestic or foreign
corporations, whether for profit or not for profit, as may
be specified in a plan of distribution adopted as provided
in Section 112.17 of this Act.
(Source: P.A. 84-1423.)
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805 ILCS 105/112.17
(805 ILCS 105/112.17) (from Ch. 32, par. 112.17)
Sec. 112.17.
Plan of distribution.
A plan providing for
the distribution of assets, not inconsistent with the
provisions of this Act, may be adopted by a corporation in
the process of dissolution and shall be adopted by a
corporation for the purpose of authorizing any transfer or
conveyance of assets for which this Act requires a plan of
distribution, in the following manner:
(a) Where there are members having voting rights on
dissolution, the board of directors shall adopt a resolution
recommending a plan of distribution and directing the
submission thereof to a vote at a meeting of members having
voting rights, which may be either an annual or a special
meeting. Written or printed notice setting forth the
proposed plan of distribution or a summary thereof shall be
delivered to each member entitled to vote at such meeting,
within the time and in the manner provided in this Act for
the giving of notice of meetings of members. Such plan of
distribution shall be adopted upon receiving the affirmative
vote of at least two-thirds of the votes present and voted
either in person or by proxy, unless any class of member is
entitled to vote as a class in respect thereof, in which
event the proposed plan of distribution shall be adopted by
receiving the affirmative vote of at least two-thirds of the
votes of the class present and voted either in person or by
proxy. The articles of incorporation or the bylaws may
supersede the two-thirds vote requirement of this subsection
by specifying any smaller or larger vote requirement not
less than a majority of the votes which members entitled to
vote on such matters shall vote, either in person or by
proxy at a meeting at which there is a quorum.
(b) Where there are no members having voting rights, a plan
of distribution shall be adopted at a meeting of the board
of directors upon receiving the vote of a majority of the
directors in office.
(Source: P.A. 84-1423.)
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805 ILCS 105/112.20
(805 ILCS 105/112.20) (from Ch. 32, par. 112.20)
Sec. 112.20.
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 101.10 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.
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(4) Where dissolution is authorized pursuant to
| | Section 112.05 of this Act:
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(i) A statement that the dissolution received the
| | affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or
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(ii) A statement that the dissolution was adopted
| | by written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act.
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(5) If the dissolution was adopted pursuant to
| | Section 112.10 or 112.15 of this Act:
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(i) A statement that the dissolution was adopted
| | at a meeting of members by the affirmative vote of the members having not less than the minimum number of votes necessary to adopt the dissolution, as provided by this Act, the articles of incorporation, or the bylaws, and the date of the meeting; or
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(ii) A statement that the dissolution was adopted
| | by written consent, signed by members having not less than the minimum number of votes necessary to adopt the dissolution, as provided by this Act, the articles of incorporation, or the bylaws, in compliance with Section 107.10 of this Act.
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(b) When the provisions of this Section have been complied
with, the Secretary of State shall file the articles of
dissolution.
(c) The dissolution is effective on the date of the
filing of the articles thereof by the
Secretary of
State.
(Source: P.A. 92-33, eff. 7-1-01.)
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805 ILCS 105/112.25
(805 ILCS 105/112.25) (from Ch. 32, par. 112.25)
Sec. 112.25.
Revocation of Dissolution.
(a) A
corporation may revoke its dissolution within 60 days of its
effective date 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 112.50 of
this Act.
(b) The corporation's board of directors may revoke the
dissolution without action by members entitled to vote on
dissolution.
(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 101.10 of this Act and
shall set forth:
(1) The name of the corporation;
(2) The effective date of the dissolution that was | |
(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;
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(4) The date the revocation of dissolution was
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(5) A statement that the corporation's board of
| | directors revoked the dissolution.
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(d) When the provisions of this Section have been complied
with, the Secretary of State shall file the articles 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 the filing of the articles thereof by
the Secretary
of State and shall relate back and take effect as of the
date of dissolution and the
corporation may resume conducting affairs as if dissolution
had never occurred.
(Source: P.A. 92-33, eff. 7-1-01.)
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805 ILCS 105/112.30
(805 ILCS 105/112.30) (from Ch. 32, par. 112.30)
Sec. 112.30.
Effect of dissolution.
(a) Dissolution of
a corporation terminates its corporate existence and a
dissolved corporation shall not thereafter conduct any
affairs except that necessary to wind up and liquidate its
affairs, including:
(1) Collecting its assets;
(2) Disposing of its assets that will not be
distributed in kind;
(3) Giving notice in accordance with Section 112.75 of
this Act and discharging or making provision for discharging
its liabilities;
(4) Distributing its remaining assets in accordance
with this Act; and
(5) Doing such other acts as are necessary to wind up
and liquidate its affairs.
(b) After dissolution, a corporation may transfer good and
merchantable title to its assets as authorized by its board
of directors or in accordance with its bylaws.
(c) Dissolution of a corporation does not:
(1) Transfer title to the corporation's assets;
(2) Effect any change in the bylaws of the
corporation or otherwise affect the regulation of the
affairs of the corporation except that all action shall be
directed to winding up the affairs of the corporation;
(3) Prevent suit by or against the corporation in its
corporate name;
(4) Abate or suspend a proceeding pending by or
against the corporation on the effective date of
dissolution.
(Source: P.A. 84-1423.)
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805 ILCS 105/112.35
(805 ILCS 105/112.35) (from Ch. 32, par. 112.35)
Sec. 112.35. Grounds for administrative dissolution. The Secretary of State may dissolve any corporation
administratively if:
(a) It has failed to file its annual report as | | required by this Act before the first day of the anniversary month of the corporation of the year in which such annual report becomes due;
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(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;
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(c) It has failed to pay any fees or charges
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(d) It has failed to appoint and maintain a
| | registered agent in this State;
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(e) It has misrepresented any material matter in any
| | application, report, affidavit, or other document filed by the corporation pursuant to this Act;
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(f) The Secretary of State receives notification from
| | a local liquor commissioner, pursuant to Section 4-4(3) of "The Liquor Control Act of 1934," as now or hereafter amended, that an organization incorporated under this Act and functioning as a club has violated that Act by selling or offering for sale at retail alcoholic liquors without a retailer's license; or
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(g) It has failed to elect and maintain at least 3
| | directors in accordance with Section 108.10 of this Act.
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| (Source: P.A. 99-608, eff. 7-22-16.)
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805 ILCS 105/112.40
(805 ILCS 105/112.40) (from Ch. 32, par. 112.40)
Sec. 112.40. Procedure for administrative dissolution.
(a) After the Secretary of State determines that one or
more grounds exist under Section 112.35 of this Act for the
administrative dissolution of a 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. Failure to receive such notice shall not relieve the corporation of its obligation to pay the filing fee and any penalties due or invalidate the validity thereof.
(b) If the corporation does not correct the default within
90 days following such notice, the Secretary of State shall
thereupon dissolve the corporation by issuing a certificate
of dissolution that recites the ground or grounds for
dissolution and its effective date. The Secretary of State
shall file the original of the certificate in his or her
office and mail one copy to the corporation at 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.
(c) The administrative dissolution of a corporation
terminates its corporate existence and such a dissolved
corporation shall not thereafter carry on any affairs,
provided however, that such a dissolved corporation may take
all action authorized under Section 112.75 of this Act or as otherwise
necessary or appropriate to wind up and liquidate its affairs under Section
112.30 of this Act.
(Source: P.A. 98-776, eff. 1-1-15; 99-608, eff. 7-22-16.)
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805 ILCS 105/112.43 (805 ILCS 105/112.43) Sec. 112.43. Administrative dissolution; corporate name. The Secretary of State shall not allow another corporation to use the name of a domestic corporation that has been administratively dissolved until 3 years have elapsed following the date of issuance of the
certificate of dissolution. If the domestic corporation that has been administratively dissolved is reinstated within 3 years after the date of issuance of the
certificate of dissolution, the domestic corporation shall continue under its previous name without impacting its continuous legal status, unless the corporation petitions to change its name upon reinstatement.
(Source: P.A. 95-507, eff. 8-28-07.) |
805 ILCS 105/112.45
(805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
Sec. 112.45. Reinstatement following administrative
dissolution. (a) A domestic corporation administratively
dissolved under Section 112.40 of this Act may be reinstated
by the Secretary of State 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;
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(3) the payment to the Secretary of State by the
| | 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
| | issuance of the certificate of dissolution;
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(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 110.05 and Section 110.30 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
| | 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 105.10 of this Act.
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(c) When a dissolved 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 corporate existence for all purposes 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 shareholders, members, officers, employees, and agents, acting or purporting to act in that capacity, and which would have been legal and valid but for such
dissolution, shall stand ratified and confirmed.
(e) Without limiting the generality of subsection (d), upon filing of the application for reinstatement, no shareholder, director, or officer shall be personally liable, under Section 108.65 of this Act or otherwise, for the debts and liabilities of the corporation incurred during the period of administrative dissolution by reason of the fact that the corporation was administratively dissolved at the time the debts or liabilities were incurred.
(Source: P.A. 98-776, eff. 1-1-15 .)
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805 ILCS 105/112.50
(805 ILCS 105/112.50) (from Ch. 32, par. 112.50)
Sec. 112.50. Grounds for judicial dissolution. A
Circuit Court may dissolve a corporation:
(a) In an action by the Attorney General, if it is
established that:
(1) the corporation filed its articles of | | incorporation through fraud;
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(2) the corporation has continued to exceed or abuse
| | the authority conferred upon it by law, or has continued to violate the law, after notice of the same has been given to such corporation, either personally or by registered mail;
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(3) any interrogatory propounded by the Secretary of
| | State to the corporation, its officers or directors, as provided in this Act, has been answered falsely or has not been answered fully within 30 days after the mailing of such interrogatories by the Secretary of State or within such extension of time as shall have been authorized by the Secretary of State;
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(4) the corporation has solicited money and failed to
| | use the money for the purpose which it was solicited, or has fraudulently solicited money or fraudulently used the money solicited; or
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(5) the corporation has substantially and willfully
| | violated the provisions of the Consumer Fraud and Deceptive Business Practices Act.
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(b) In an action by a member entitled to vote, or a
director, if it is established that:
(1) the directors are deadlocked, whether because of
| | even division in the number thereof or because of greater than majority voting requirements in the articles of incorporation or the bylaws, in the management of the corporate affairs; the members are unable to break the deadlock; and irreparable injury to the corporation is thereby caused or threatened;
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(2) the directors or those in control of the
| | corporation have acted, are acting, or will act in a manner that is illegal, oppressive or fraudulent;
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(3) the corporate assets are being misapplied or
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(4) the corporation is unable to carry out its
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(c) In an action by a creditor, if it is established that:
(1) the creditor's claim has been reduced to
| | judgment, the judgment has been returned unsatisfied, and the corporation is insolvent; or
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(2) the corporation has admitted in writing that the
| | creditor's claim is due and owing, and the corporation is insolvent.
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(d) In an action by the corporation to dissolve under court
supervision, if it is established that the corporation is
unable to carry out its purposes.
(Source: P.A. 96-66, eff. 1-1-10; 96-1000, eff. 7-2-10.)
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805 ILCS 105/112.55
(805 ILCS 105/112.55) (from Ch. 32, par. 112.55)
Sec. 112.55.
Alternative remedies to judicial
dissolution. (a) In either an action for dissolution
pursuant to Section 112.50 of this Act or in an action which
alleges the grounds for dissolution set forth in Section
112.50 of this Act but which does not seek dissolution, the
Circuit Court, in lieu of dismissing the action or ordering
dissolution, may retain jurisdiction and:
(1) Appoint a provisional director; or
(2) Appoint a custodian.
(b) A provisional director may be appointed in the
discretion of the court if it appears that such action by
the court will remedy the grounds alleged by the complaining
director or member entitled to vote to support the
jurisdiction of the court under Section 112.50 of this Act.
A provisional director may be appointed notwithstanding the
fact that there is no vacancy on the board of directors and
shall have all the rights and powers of a duly elected
director, including the right to notice of and to vote at
meetings of directors, until such time as the provisional
director is removed by order of court or, unless otherwise
ordered by court, removed by a vote of the members
sufficient either to elect a majority of the board of
directors or if greater than majority voting is required by
the articles of incorporation or the bylaws, to elect the
requisite number of directors needed to take action.
(c) A custodian may be appointed in the discretion of the
court if it appears that such action by the court will
remedy the grounds alleged by the complaining director or
member entitled to vote to support the jurisdiction of the
court under Section 112.50 of this Act. Subject to any
limitations which the court imposes, a custodian shall be
entitled to exercise all the powers of the corporation's
board of directors and officers to the extent necessary to
manage the affairs of the corporation to the general
advantage of its creditors and in furtherance of its
purposes, until such time as such custodian shall be removed
by order of court or, unless otherwise ordered by the court,
removed by a vote of the members sufficient either to elect
a majority of the board of directors or, if greater than
majority voting is required by the articles of incorporation
or the bylaws, to elect the requisite number of directors
needed to take action. Such powers may be exercised
directly, or through or in conjunction with the
corporation's board of directors or officers, in the
discretion of the custodian or as the court may order.
(d) Any custodian or provisional director shall report from
time to time to the court concerning the matter complained
of, or the status of the deadlock, if any, and of the status
of the corporation's affairs, as the court shall direct. No
custodian or provisional director shall be liable for any
action taken or decision made in good faith. In addition,
the custodian or provisional director shall submit to the
court, if so directed, recommendations as to the appropriate
disposition of the action. Whenever a custodian or
provisional director is appointed, any officer or director
of the corporation may, from time to time, petition the
court for instructions clarifying the duties and
responsibilities of such officer or director.
(e) In any proceeding under this Section, the court shall
allow reasonable compensation to the custodian or
provisional director for services rendered and reimbursement
or direct payment of reasonable costs and expenses, which
amounts shall be paid by the corporation.
(f) If the court determines that any party in an action
commenced under Section 112.50 of this Act has acted
arbitrarily, vexatiously, or not in good faith in such
action or in connection with any alternative relief provided
in this Section, the court may, in its discretion, award
attorneys' fees and other reasonable expenses to the other
parties to the action who have been affected adversely
thereby.
(Source: P.A. 84-1423.)
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805 ILCS 105/112.60
(805 ILCS 105/112.60) (from Ch. 32, par. 112.60)
Sec. 112.60.
Practice in actions for judicial
dissolution or removal and for alternative remedies. (a) The practice
in actions for judicial dissolution or removal shall be the same as in
other civil actions except as may be otherwise provided in
this Act. Every action for judicial dissolution or removal shall be
commenced in the Circuit Court of the county in which either
the registered office or principal office of the corporation
is located. Summons shall issue and be served as in other
civil actions.
(b) In an action brought by the Attorney General under
subsection (a) of Section 112.50 of
this Act, if process is
returned not found, the Attorney General shall cause
publication to be made as in other civil actions in a
newspaper of general circulation published in the county in
which the action is filed. The publication shall contain a
notice of the pendency of such action, the title of the
court, the title of the case, and the date on or after which
default may be entered. The Attorney General may include in
one notice the names of any number of corporations against
which actions are then pending in the same court. The
Attorney General shall cause a copy of such notice to be
mailed to the corporation at its registered office within 10
days after the first publication thereof. The certificate
of the Attorney General of the mailing of such notice shall
be prima facie evidence thereof. Such notice shall be
published at least once each week for two consecutive weeks
and the first publication thereof may begin at any time
after summons has been returned. Unless a corporation shall
have been served with summons, no default shall be taken
against it earlier than 30 days after the first publication
of such notice.
(c) It is not necessary to make members of the corporation
sought to be judicially dissolved parties to any such action
or proceeding unless relief is sought against them
personally. The court, in its discretion, may order that
the members be made parties.
(d) The circuit court in an action for judicial dissolution
may issue injunctions, appoint an interim receiver with such
powers and duties as the court, from time to time, may
direct, and take such other action as is necessary or
desirable to preserve the corporate assets and carry on the
affairs of the corporation until a full hearing can be had.
(e) Upon a hearing and after finding that grounds for
judicial dissolution exist, and after such notice as the
court may direct to be given to all parties to the
proceeding and to any other parties in interest designated
by the court, the court may appoint a liquidating receiver
or receivers with authority to collect the assets of the
corporation, including all amounts owing to the corporation
by members. Such liquidating receiver shall have authority,
subject to order of court, to sell, convey, and dispose of
all or any part of the assets of the corporation, either at
public or private sale, and to take such other action as is
necessary to wind up and liquidate the corporation's affairs
under Section 112.30 of this Act and to notify known
claimants under Section 112.75 of this Act. The order
appointing such liquidating receiver shall state his or her
powers and duties. Such powers and duties may be increased
or diminished at any time during the proceedings.
(f) A receiver of a corporation appointed under the
provisions of this Section shall have authority to sue and
defend in all courts in his or her own name as receiver of
such corporation.
(g) A receiver shall in all cases be a resident of this
State or a corporation authorized to act as receiver, which
corporation may be a domestic corporation or a foreign
corporation authorized to conduct affairs in this State, and
shall give such bond as the court may direct with such
sureties as the court may require.
(h) During the pendency of the action, the court may
redesignate a receiver as a custodian, or a custodian as a
receiver, if such would be to the general advantage of the
corporation or its creditors.
(i) The court shall allow reasonable compensation to the
receiver for services rendered and reimbursement or direct
payment of reasonable expenses from the assets of the
corporation or the proceeds of sale of the assets.
(j) The assets of the corporation or the proceeds resulting
from a sale, conveyance, or other disposition thereof shall
be applied and distributed as follows:
(1) All costs and expenses of the court proceedings
and all liabilities and obligations of the corporation shall
be paid, satisfied and discharged, or adequate provision
shall be made therefor;
(2) Assets held by the corporation upon condition
requiring return, transfer or conveyance, which condition
occurs by reason of the dissolution or liquidation, shall be
returned, transferred or conveyed in accordance with such
requirements;
(3) Assets held for a charitable, religious,
eleemosynary, benevolent, educational or similar use, but
not held upon a condition requiring return, transfer or
conveyance by reason of the dissolution or liquidation,
shall be transferred or conveyed to one or more domestic or
foreign corporations, societies or organizations engaged in
activities substantially similar to those of the dissolving
or liquidating corporation as the court may direct;
(4) To the extent that the articles of incorporation
or the bylaws determine the distributive rights of members,
or any class or classes of members, or provide for
distribution to others, other assets, if any, shall be
distributed in accordance with such provisions;
(5) Any remaining assets may be distributed to such
persons, societies, organizations or domestic or foreign
corporations, whether for profit or not for profit,
specified in the plan of distribution adopted as provided in
this Act, or where no plan of distribution has been adopted,
as the court may direct.
(Source: P.A. 84-1423.)
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805 ILCS 105/112.65
(805 ILCS 105/112.65) (from Ch. 32, par. 112.65)
Sec. 112.65. Order of dissolution. (a) If, after a
hearing, the court determines that one or more grounds for
judicial dissolution described in Section 112.50 of this Act
exists, it may enter an order dissolving the corporation and
the clerk of the court shall deliver a certified copy of the
order to the Secretary of State, who shall file the order.
(b) After entering the order of dissolution, the court
shall direct the winding up and liquidation of the
corporation's affairs in accordance with Sections 112.16 and
112.30 of this Act and the notification of its known
claimants in accordance with Section 112.75 of this Act and
shall retain jurisdiction until the same is complete.
(Source: P.A. 96-1121, eff. 1-1-11.)
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805 ILCS 105/112.70
(805 ILCS 105/112.70) (from Ch. 32, par. 112.70)
Sec. 112.70. Deposit of amount due. Upon the
distribution of the assets of a corporation, the
distributive portion to which a person would be entitled who
is unknown or cannot be found, or who is under disability
and there is no person legally competent to receive such
distributive portion, shall be presumed abandoned and
reported and delivered to the State Treasurer and become subject to the Revised
Uniform Unclaimed Property Act. In the event
such distribution is made other than in cash, such
distributive portion of the assets shall be reduced to cash
before being so reported and delivered.
(Source: P.A. 100-22, eff. 1-1-18 .)
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805 ILCS 105/112.75
(805 ILCS 105/112.75) (from Ch. 32, par. 112.75)
Sec. 112.75.
Known claims against dissolved corporation.
(a) A dissolved corporation may bar any known claim against
it, its directors, officers, employees or agents, or its
members, by following the procedures set forth in
subsections (b) and (c) of this Section. A claimant that
does not deliver its claim by the deadline established
pursuant to subsection (b) or that does not file suit by the
deadline established pursuant to subsection (c) shall have
no further rights against the dissolved corporation, its
directors, officers, employees or agents, or its members.
(b) Within 60 days from the effective date of dissolution,
the dissolved corporation shall send a notification to the
claimant setting forth the following information:
(1) The corporation has been dissolved and the
effective date thereof;
(2) The mailing address to which the claimant must
send its claim and the essential information to be submitted
with the claim;
(3) The deadline, not less than 120 days from the
effective date of dissolution, by which the dissolved
corporation must receive the claim; and
(4) A statement that the claim will be barred if not
received by the deadline.
(c) If, after complying with the procedure in subsection
(b), the dissolved corporation rejects the claim in whole or
in part, the dissolved corporation shall notify the claimant
of such rejection and shall also notify the claimant that
the claim shall be barred unless the claimant files suit to
enforce the claim within a deadline not less than 90 days
from the date of the rejection notice.
(d) For purposes of this Section, "claim" does not include
any contingent liability or a claim arising after the
effective date of dissolution or a claim arising from the failure of the
corporation to pay any tax, penalty, or interest related to any tax or penalty.
(Source: P.A. 85-299.)
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805 ILCS 105/112.80
(805 ILCS 105/112.80) (from Ch. 32, par. 112.80)
Sec. 112.80.
Survival of remedy after dissolution.
The
dissolution of a corporation either (1) by filing articles of dissolution in
accordance with Section 112.20 of this Act, (2) by the issuance of
a
certificate of dissolution in accordance with Section 112.40 of this Act, (3)
by a judgment of dissolution by a Circuit Court of this
State, or (4) by expiration of its period of duration, shall
not take away nor impair any remedy available to or against
such corporation, its directors, members or persons
receiving distributions, for any right or claim existing, or
any liability incurred, prior to such dissolution if action
or other proceeding thereon is commenced within two 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. 92-33, eff. 7-1-01.)
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805 ILCS 105/Art. 13
(805 ILCS 105/Art. 13 heading)
ARTICLE 13.
FOREIGN CORPORATIONS
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805 ILCS 105/113.05
(805 ILCS 105/113.05) (from Ch. 32, par. 113.05)
Sec. 113.05.
Admission of foreign corporation.
A
foreign corporation organized not for profit, before it
conducts any affairs in this State, shall procure authority so to do from the
Secretary of
State. A foreign corporation organized not for profit, upon
complying with the provisions of this Act, may secure from
the Secretary of State the authority to conduct
affairs in this State. A foreign corporation shall not be
denied 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. 92-33, eff. 7-1-01.)
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805 ILCS 105/113.10
(805 ILCS 105/113.10) (from Ch. 32, par. 113.10)
Sec. 113.10.
Powers of foreign corporation.
No foreign
corporation shall conduct in this State any affairs which a
corporation organized under the laws of this State is not
permitted to conduct. A foreign corporation which shall
have received authority to conduct affairs under this
Act
shall, until a certificate of revocation has been issued or an
application for withdrawal
shall have been filed 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 authority
is granted; and, except as in Section 113.05 of this Act
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. 92-33, eff. 7-1-01.)
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805 ILCS 105/113.15
(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
| | 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
| | 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
| | 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
| | 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
| | 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 105/113.20
(805 ILCS 105/113.20) (from Ch. 32, par. 113.20)
Sec. 113.20. Effect of authority. Upon
the filing of the application for
authority by the Secretary
of State, the corporation shall have the right to conduct
affairs in this State for those purposes set forth in its
application, subject, however, to the right of this State to
revoke such right to conduct affairs in this State as
provided in this Act.
(Source: P.A. 96-66, eff. 1-1-10.)
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805 ILCS 105/113.25
(805 ILCS 105/113.25) (from Ch. 32, par. 113.25)
Sec. 113.25.
Change of name by foreign corporation.
Whenever a foreign corporation which is admitted to conduct
affairs in this State shall change its name to one under
which authority to conduct affairs in this
State would not be granted to it on application therefor,
the authority of such corporation to conduct affairs in this
State shall be suspended and it shall not thereafter conduct
any affairs 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 104.15 of this Act.
(Source: P.A. 92-33, eff. 7-1-01.)
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805 ILCS 105/113.30
(805 ILCS 105/113.30) (from Ch. 32, par. 113.30)
Sec. 113.30.
Amendment to articles of incorporation of
foreign corporation. Each foreign corporation authorized to
conduct affairs 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 conducting affairs in
this State, nor authorize such corporation to conduct
affairs in this State under any other name than the name set
forth in its application for authority, nor extend the
duration of its corporate existence.
(Source: P.A. 92-33, eff. 7-1-01.)
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805 ILCS 105/113.35
(805 ILCS 105/113.35) (from Ch. 32, par. 113.35)
Sec. 113.35.
Merger of foreign corporation authorized to
conduct affairs in this state. Whenever a foreign
corporation authorized to conduct affairs 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 new or amended authority to conduct
affairs 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 pursue in this State.
(Source: P.A. 92-33, eff. 7-1-01.)
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805 ILCS 105/113.40
(805 ILCS 105/113.40) (from Ch. 32, par. 113.40)
Sec. 113.40.
Amended authority.
A
foreign corporation authorized to conduct affairs in this
State shall secure amended 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 authority, by
making application 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 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 change to be effected.
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
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805 ILCS 105/113.45
(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 | |
(2) 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 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
| | 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
| | country under the laws of which it is organized; and
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(5) Such additional information as may be necessary
| | 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
(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
| | through fraud practiced upon the State;
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(3) If the corporation has continued to exceed or
| | abuse the authority conferred upon it by this Act;
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(4) 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;
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(5) Upon the failure of the corporation to appoint
| | and maintain a registered agent in this State;
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(6) Upon the failure of the corporation to file any
| | 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
| | fees or charges prescribed by this Act;
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(8) For misrepresentation of any material matter in
| | 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
| | 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
| | 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,
| | 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 105/113.55
(805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
Sec. 113.55. Procedure for revocation of
authority. (a) After the Secretary of State determines
that one or more grounds exist under Section 113.50 of this
Act for the revocation 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 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 and mail one copy to the
corporation at 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.
(c) Upon the issuance of the certificate of revocation, the
authority of the corporation to conduct affairs in this
State shall cease and such revoked corporation shall not
thereafter conduct any affairs in this State.
(Source: P.A. 96-66, eff. 1-1-10; 96-1121, eff. 1-1-11.)
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805 ILCS 105/113.60
(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
| | 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
| | issuance of the certificate of revocation;
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(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, 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
| | 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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805 ILCS 105/113.65
(805 ILCS 105/113.65) (from Ch. 32, par. 113.65)
Sec. 113.65.
Application to corporations heretofore
qualified to conduct affairs in this state. Foreign
corporations which have been duly authorized to conduct
affairs in this State at the time this Act takes effect, for
a purpose or purposes for which a corporation might secure
such authority under this Act, shall, subject to the
limitations set forth in their respective applications for
authority, be entitled to all the rights and privileges
applicable to foreign corporations procuring authority to
conduct affairs in this State under this Act, and from the
time this Act takes effect such corporation shall be subject
to all the limitations, restrictions, liabilities, and
duties prescribed herein for foreign corporations procuring
under this Act authority to conduct affairs in this State.
(Source: P.A. 92-33, eff. 7-1-01.)
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805 ILCS 105/113.70
(805 ILCS 105/113.70) (from Ch. 32, par. 113.70)
Sec. 113.70. Conducting affairs without
authority. No foreign corporation conducting affairs in
this state without authority to do so is permitted
to maintain a civil action in any court of this State, until
such corporation obtains such authority. Nor
shall a civil action be maintained in any court of this
State by any successor or assignee of such corporation on
any right, claim or demand arising out of conducting affairs
by such corporation in this State, until
authority to conduct affairs in this State is obtained by such corporation
or by a
corporation which has acquired all or substantially all of
its assets. The failure of a foreign corporation to obtain
authority to conduct affairs in this State
does not impair the validity of any contract or act of such
corporation, and does not prevent such corporation from
defending any action in any court of this State.
(Source: P.A. 96-66, eff. 1-1-10.)
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805 ILCS 105/Art. 14
(805 ILCS 105/Art. 14 heading)
ARTICLE 14.
REPORTS
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805 ILCS 105/114.05
(805 ILCS 105/114.05) (from Ch. 32, par. 114.05)
Sec. 114.05. Annual report of domestic or foreign
corporation. Each domestic corporation organized under this
Act, and each foreign corporation authorized to conduct
affairs 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 such address.
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(c) The address, including street and number, or
| | rural route number, of its principal office.
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(d) The names and respective addresses, including
| | street and number, or rural route number, of its directors and officers.
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(e) A brief statement of the character of the affairs
| | which the corporation is actually conducting from among the purposes authorized in Section 103.05 of this Act.
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(f) Whether the corporation is a Condominium
| | Association as established under the Condominium Property Act, a Cooperative Housing Corporation defined in Section 216 of the Internal Revenue Code of 1954 or a Homeowner Association which administers a common-interest community as defined in subsection (c) of Section 9-102 of the Code of Civil Procedure.
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(g) Such 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 payable by the corporation.
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Such annual report shall be made on forms prescribed and
furnished by the Secretary of State, and the information
therein required by subsections (a) to (d), both inclusive,
of this Section, shall be given as of the date of the
execution of the annual report. It shall be executed by the
corporation by any authorized officer 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 such receiver or trustee.
(Source: P.A. 101-578, eff. 8-26-19.)
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805 ILCS 105/114.10
(805 ILCS 105/114.10) (from Ch. 32, par. 114.10)
Sec. 114.10.
Filing of annual report of domestic or
foreign corporation. Such annual report together with all
fees and charges as prescribed by this Act, shall be
delivered to the Secretary of State within 60 days
immediately preceding the first day of the anniversary month
of the corporation each year. Proof to the satisfaction of
the Secretary of State that prior to the first day of the
anniversary month of the corporation such report together
with all fees and charges as prescribed by this Act, was
deposited in the United States mail in a sealed envelope,
properly addressed, with postage prepaid, shall be deemed a
compliance with this requirement. If the Secretary of State
finds that such report conforms to the requirements of this
Act, he or she shall file the same. If he or she finds that
it does not so conform, he or she shall promptly return the
same to the corporation for any necessary corrections, in
which event the penalties hereinafter prescribed for failure
to file such report within the time hereinabove provided
shall not apply, if such report is corrected to conform to
the requirements of this Act and returned to the Secretary
of State within 30 days of the date the report was returned
for corrections.
(Source: P.A. 84-1423.)
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805 ILCS 105/114.15 (805 ILCS 105/114.15) (This Section may contain text from a Public Act with a delayed effective date ) Sec. 114.15. Demographic information of directors and officers. (a) Within 30 days after filing its annual AG990-IL Charitable Organization Annual Report, a corporation that reports grants of $1,000,000 or more to other charitable organizations shall post on its publicly available website, if one exists, the aggregated demographic information of the corporation's directors and officers, including race, ethnicity, gender, disability status, veteran status, sexual orientation, and gender identity. The aggregated demographic information shall be accessible on the corporation's publicly available website for at least 3 years after it is posted. (b) The Department of Human Rights shall work with community partners to prepare and publish a standardized list of demographic classifications to be used by corporations for the reporting of the aggregated demographic information of a corporation's directors and officers, including race, ethnicity, gender, disability status, veteran status, sexual orientation, and gender identity. The Department of Human Rights shall periodically review and update the list. (c) In collecting the aggregated demographic information of its directors and officers, a corporation shall allow for an individual to decline to disclose any or all personal demographic information to the corporation.
(Source: P.A. 103-635, eff. 1-1-25.) |
805 ILCS 105/Art. 15
(805 ILCS 105/Art. 15 heading)
ARTICLE 15.
FEES AND CHARGES
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805 ILCS 105/115.05
(805 ILCS 105/115.05) (from Ch. 32, par. 115.05)
Sec. 115.05.
Fees and charges to be collected by
Secretary of State. The Secretary of State shall charge and
collect in accordance with the provisions of this Act:
(a) Fees for filing documents.
(b) Miscellaneous charges.
(c) Fees for filing annual reports.
(Source: P.A. 92-33, eff. 7-1-01.)
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805 ILCS 105/115.10
(805 ILCS 105/115.10) (from Ch. 32, par. 115.10)
Sec. 115.10. Fees for filing documents. The Secretary of State shall charge and collect for:
(a) Filing articles of incorporation, $50.
(b) Filing articles of amendment, $25, unless the | | amendment is a restatement of the articles of incorporation, in which case the fee shall be $100.
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(c) Filing articles of merger or consolidation, $25.
(d) Filing articles of dissolution, $5.
(e) Filing application to reserve a corporate name,
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(f) Filing a notice of transfer or cancellation of a
| | reserved corporate name, $25.
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(g) Filing statement of change of address of
| | registered office or change of registered agent, or both, $5.
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(h) Filing an application of a foreign corporation
| | for authority to conduct affairs in this State, $50.
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(i) Filing an application of a foreign corporation
| | for amended authority to conduct affairs in this State, $25.
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(j) Filing a copy of amendment to the articles of
| | incorporation of a foreign corporation holding authority to conduct affairs in this State, $25, unless the amendment is a restatement of the articles of incorporation, in which case the fee shall be $100.
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(k) Filing a copy of articles of merger of a foreign
| | corporation holding authority to conduct affairs in this State, $25.
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(l) Filing an application for withdrawal and final
| | report or a copy of articles of dissolution of a foreign corporation, $5.
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(m) Filing an annual report of a domestic or foreign
| | corporation, $10, of which $5 must be deposited into the Charitable Trust Stabilization Fund.
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(n) Filing an application for reinstatement of a
| | domestic or a foreign corporation, $25.
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(o) Filing an application for use of an assumed
| | corporate name, $150 for each year 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, and a renewal fee for each assumed corporate name, $150.
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(p) Filing an application for change or cancellation
| | of an assumed corporate name, $5.
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(q) Filing an application to register the corporate
| | name of a foreign corporation, $50; and an annual renewal fee for the registered name, $50.
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(r) Filing an application for cancellation of a
| | registered name of a foreign corporation, $5.
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(s) Filing a statement of correction, $25.
(t) Filing an election to accept this Act, $25.
(u) Filing any other statement or report, $5.
(Source: P.A. 94-605, eff. 1-1-06; 95-655, eff. 6-1-08 .)
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805 ILCS 105/115.15
(805 ILCS 105/115.15) (from Ch. 32, par. 115.15)
Sec. 115.15. Miscellaneous charges. The Secretary of
State shall charge and collect:
(a) For furnishing a copy or certified copy of any
document, instrument, or paper relating to a corporation, or for a certificate,
$5.
(b) At the time of any service of process, notice or demand
on him or her as resident agent of a corporation, $10, which
amount may be recovered as taxable costs by the party to the
suit or action causing such service to be made if such party
prevails in the suit or action.
(Source: P.A. 97-839, eff. 7-20-12.)
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805 ILCS 105/115.20
(805 ILCS 105/115.20) (from Ch. 32, par. 115.20)
Sec. 115.20. Expedited service fees.
(a) The Secretary of State may charge and collect a fee
for expedited services as follows:
All filings, copies of documents, and copies of documents of dissolved corporations having a file number
over 5199, $25.
The Secretary may not consider a request submitted by electronic means a request for expedited services solely because of its submission by electronic means, unless expedited service is requested by the filer. (b) Expedited services shall not be available for a statement of
correction or any request for copies
involving annual reports filed before January 1,
1984 or involving dissolved
corporations with a file number below 5200.
(c) All moneys collected under this Section shall be deposited
into the Department of Business Services
Special Operations Fund. No other fees
or taxes collected under this Act shall be deposited into that Fund.
(d) As used in this Section, "expedited services" has the meaning
ascribed thereto in Section 15.95 of the Business Corporation Act of 1983.
(e) The Secretary may not provide expedited services for the online electronic filing of annual reports or requests for certificates of good standing. (Source: P.A. 101-578, eff. 8-26-19.)
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805 ILCS 105/115.85
(805 ILCS 105/115.85) (from Ch. 32, par. 115.85)
Sec. 115.85. Effect of nonpayment of fees or taxes. (a) The
Secretary of State shall not file any articles, statements,
certificates, reports, applications, notices, or other
papers relating to any corporation, domestic or foreign,
organized under or subject to the provisions of this Act
until all fees and charges provided to be paid in connection
therewith shall have been paid to him or her, or while the
corporation is in default in the payment of any fees,
charges or penalties herein provided to be paid by or
assessed against it, or when the Illinois Department of Revenue has given
notice that the corporation is in default in the filing of a return or the
payment of any final assessment of tax, penalty or interest as required by
any tax Act administered by the Department.
(b) The Secretary of State shall not file, with respect to
any domestic or foreign corporation, any document required
or permitted to be filed by this Act, which has an effective
date other than the date of filing until there has been paid
by such corporation to the Secretary of State all fees and
charges due and payable on or before said effective date.
(c) No corporation required to pay a penalty under this Act
shall maintain any civil action until all such penalties
have been paid in full.
(d) The Secretary of State shall, from information received from the Illinois Commerce Commission, compile and keep a list of all domestic and foreign corporations that are regulated pursuant to the provisions of the Public Utilities Act, or the Collateral Recovery Act, or the Personal Property Storage Act, or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and which hold, as a prerequisite for doing business in this State, any franchise, license, permit, or right to engage in any business regulated by such Acts. (e) Each month the Secretary of State shall, by written notice, advise the Chief Clerk of the Illinois Commerce Commission of: (i) any domestic corporation on the list maintained under subsection (d) that has been dissolved within the month; and (ii) any foreign corporation on the list maintained under subsection (d) whose authority to do business in Illinois has been revoked within the month. (f) The Secretary of State and the Illinois Commerce Commission may provide each other the information required under this Section in an electronic format, including, without limitation by means of such agreed access, those records of the Secretary of State that will provide the Illinois Commerce Commission the information it requires under the statutes it administers. The provision of information under this Section shall begin as soon as is practicable, but in no event later than October 1, 2020. (Source: P.A. 101-494, eff. 1-1-20 .)
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805 ILCS 105/115.90 (805 ILCS 105/115.90) Sec. 115.90. No fees for publishing lists of not-for-profit corporations. Nothing in this Article shall be construed to permit the Secretary of State to charge fees for lists of not-for-profit corporations published as open data under Section 1.25 of the Business Corporation Act of 1983.
(Source: P.A. 102-49, eff. 1-1-22 .) |
805 ILCS 105/Art. 16
(805 ILCS 105/Art. 16 heading)
ARTICLE 16.
PENALTIES
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805 ILCS 105/116.05
(805 ILCS 105/116.05) (from Ch. 32, par. 116.05)
Sec. 116.05.
Penalties imposed upon corporations.
(a)
Each corporation, domestic or foreign, that fails or refuses
to file its annual report prior to the first day of its
anniversary month shall pay a penalty of $3.
(b) Any corporation, domestic or foreign, failing to pay
the prescribed fee for assumed corporate name renewal when
due and payable shall be given notice of such nonpayment by
the Secretary of State by regular mail; and if such fee
together with a penalty fee of $5 is not paid within 90 days
after such notice is mailed, the right to use such assumed
name shall cease.
(c) Any corporation which (i) puts forth any sign or
advertisement, assuming any name other than that by
which it
is incorporated or otherwise authorized by law to act or (ii) violates
Section 103.25, shall
be guilty of a Class C misdemeanor and shall be deemed
guilty of an additional offense for each day it shall
continue to so offend.
(d) Each corporation, domestic or foreign, that fails or
refuses (1) to answer truthfully and fully within the time
prescribed by this Act interrogatories propounded by the
Secretary of State in accordance with this Act, or (2) to
perform any other act required by this Act to be performed
by the corporation, is guilty of a Class C misdemeanor.
(e) Each corporation that fails or refuses to file articles of revocation of
dissolution within the time period prescribed by this Act is subject to a
penalty for each calendar month or part of the month that it is delinquent
in the amount of $25.00.
(Source: P.A. 91-906, eff. 1-1-01.)
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805 ILCS 105/116.10
(805 ILCS 105/116.10) (from Ch. 32, par. 116.10)
Sec. 116.10.
Penalties imposed upon officers and
directors. Each officer and director of a corporation,
domestic or foreign, who fails or refuses within the time
prescribed by this Act to answer truthfully and fully
interrogatories propounded to him or her by the Secretary of
State in accordance with the provisions of this Act, or who
signs any report or statement filed with the Secretary of
State which is known to such officer or director to be false
in any material statement or representation, or who votes for or consents
to or otherwise knowingly participates in the making of a loan prohibited
by Section 108.80 of this Act, commits a Class
C misdemeanor.
(Source: P.A. 84-1423.)
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805 ILCS 105/Art. 17
(805 ILCS 105/Art. 17 heading)
ARTICLE 17.
REPEALER
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805 ILCS 105/117.05
(805 ILCS 105/117.05) (from Ch. 32, par. 117.05)
Sec. 117.05.
Specific repealer.
The "General Not for Profit Corporation
Act", approved July 17, 1943, as amended, is repealed.
(Source: P.A. 84-1423.)
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