SB2172sam001 93RD GENERAL ASSEMBLY

William R. Haine

Filed: 2/17/2004

09300SB2172sam001 LRB093 20735 RXD 46625 a

AMENDMENT TO SENATE BILL 21 72

AMENDMENT NO. ______. Amend Senate Bill 2172, by replacing the title with the following:

"AN ACT concerning business regulation."; and

by replacing everything after the enacting clause with the following:

7		"Section 5. The Business Corporation Act of 1983 is amended
8		by changing Sections 1.80, 4.05, 4.10, 4.20, 7.85, 9.05, 9.20,
9		11.37, 11.75, 12.40, 12.45, 12.50, 13.55, 13.60, 13.75, 14.01,
10		15.10, 15.45, 15.80, and 15.90 as follows:
11		(805 ILCS 5/1.80) (from Ch. 32, par. 1.80)
12		Sec. 1.80. Definitions. As used in this Act, unless the
13		context otherwise requires, the words and phrases defined in
14		this Section shall have the meanings set forth herein.
15		(a) "Corporation" or "domestic corporation" means a
16		corporation subject to the provisions of this Act, except a
17		foreign corporation.
18		(b) "Foreign corporation" means a corporation for profit
19		organized under laws other than the laws of this State, but
20		shall not include a banking corporation organized under the
21		laws of another state or of the United States, a foreign
22		banking corporation organized under the laws of a country other
23		than the United States and holding a certificate of authority

1		from the Commissioner of Banks and Real Estate issued pursuant
2		to the Foreign Banking Office Act, or a banking corporation
3		holding a license from the Commissioner of Banks and Real
4		Estate issued pursuant to the Foreign Bank Representative
5		Office Act.
6		(c) "Articles of incorporation" means the original
7		articles of incorporation, including the articles of
8		incorporation of a new corporation set forth in the articles of
9		consolidation, and all amendments thereto, whether evidenced
10		by articles of amendment, articles of merger, articles of
11		exchange, statement of correction affecting articles,
12		resolution establishing series of shares or a statement of
13		cancellation under Section 9.05. Restated articles of
14		incorporation shall supersede the original articles of
15		incorporation and all amendments thereto prior to the effective
16		date of filing the articles of amendment incorporating the
17		restated articles of incorporation.
18		(d) "Subscriber" means one who subscribes for shares in a
19		corporation, whether before or after incorporation.
20		(e) "Incorporator" means one of the signers of the original
21		articles of incorporation.
22		(f) "Shares" means the units into which the proprietary
23		interests in a corporation are divided.
24		(g) "Shareholder" means one who is a holder of record of
25		shares in a corporation.
26		(h) "Certificate" representing shares means a written
27		instrument executed by the proper corporate officers, as
28		required by Section 6.35 of this Act, evidencing the fact that
29		the person therein named is the holder of record of the share
30		or shares therein described. If the corporation is authorized
31		to issue uncertificated shares in accordance with Section 6.35
32		of this Act, any reference in this Act to shares represented by
33		a certificate shall also refer to uncertificated shares and any
34		reference to a certificate representing shares shall also refer

1		to the written notice in lieu of a certificate provided for in
2		Section 6.35.
3		(i) "Authorized shares" means the aggregate number of
4		shares of all classes which the corporation is authorized to
5		issue.
6		(j) "Paid-in capital" means the sum of the cash and other
7		consideration received, less expenses, including commissions,
8		paid or incurred by the corporation, in connection with the
9		issuance of shares, plus any cash and other consideration
10		contributed to the corporation by or on behalf of its
11		shareholders, plus amounts added or transferred to paid-in
12		capital by action of the board of directors or shareholders
13		pursuant to a share dividend, share split, or otherwise, minus
14		reductions as provided elsewhere in this Act. Irrespective of
15		the manner of designation thereof by the laws under which a
16		foreign corporation is or may be organized, paid-in capital of
17		a foreign corporation shall be determined on the same basis and
18		in the same manner as paid-in capital of a domestic
19		corporation, for the purpose of computing license fees,
20		franchise taxes and other charges imposed by this Act.
21		(k) "Net assets", for the purpose of determining the right
22		of a corporation to purchase its own shares and of determining
23		the right of a corporation to declare and pay dividends and
24		make other distributions to shareholders is equal to the
25		difference between the assets of the corporation and the
26		liabilities of the corporation.
27		(l) "Registered office" means that office maintained by the
28		corporation in this State, the address of which is on file in
29		the office of the Secretary of State, at which any process,
30		notice or demand required or permitted by law may be served
31		upon the registered agent of the corporation.
32		(m) "Insolvent" means that a corporation is unable to pay
33		its debts as they become due in the usual course of its
34		business.

1		(n) "Anniversary" means that day each year exactly one or
2		more years after:
3		(1) the date of filing the articles of incorporation
4		prescribed by Section 2.10 of this Act, in the case of a
5		domestic corporation;
6		(2) the date of filing the application for authority
7		prescribed by Section 13.15 of this Act, in the case of a
8		foreign corporation; or
9		(3) the date of filing the articles of consolidation
10		prescribed by Section 11.25 of this Act in the case of a
11		consolidation, unless the plan of consolidation provides
12		for a delayed effective date, pursuant to Section 11.40.
13		(o) "Anniversary month" means the month in which the
14		anniversary of the corporation occurs.
15		(p) "Extended filing month" means the month (if any) which
16		shall have been established in lieu of the corporation's
17		anniversary month in accordance with Section 14.01.
18		(q) "Taxable year" means that 12 month period commencing
19		with the first day of the anniversary month of a corporation
20		through the last day of the month immediately preceding the
21		next occurrence of the anniversary month of the corporation,
22		except that in the case of a corporation that has established
23		an extended filing month "taxable year" means that 12 month
24		period commencing with the first day of the extended filing
25		month through the last day of the month immediately preceding
26		the next occurrence of the extended filing month.
27		(r) "Fiscal year" means the 12 month period with respect to
28		which a corporation ordinarily files its federal income tax
29		return.
30		(s) "Close corporation" means a corporation organized
31		under or electing to be subject to Article 2A of this Act, the
32		articles of incorporation of which contain the provisions
33		required by Section 2.10, and either the corporation's articles
34		of incorporation or an agreement entered into by all of its

1		shareholders provide that all of the issued shares of each
2		class shall be subject to one or more of the restrictions on
3		transfer set forth in Section 6.55 of this Act.
4		(t) "Common shares" means shares which have no preference
5		over any other shares with respect to distribution of assets on
6		liquidation or with respect to payment of dividends.
7		(u) "Delivered", for the purpose of determining if any
8		notice required by this Act is effective, means:
9		(1) transferred or presented to someone in person; or
10		(2) deposited in the United States Mail addressed to
11		the person at his, her or its address as it appears on the
12		records of the corporation, with sufficient first-class
13		postage prepaid thereon.
14		(v) "Property" means gross assets including, without
15		limitation, all real, personal, tangible, and intangible
16		property.
17		(w) "Taxable period" means that 12-month period commencing
18		with the first day of the second month preceding the
19		corporation's anniversary month in the preceding year and prior
20		to the first day of the second month immediately preceding its
21		anniversary month in the current year, except that, in the case
22		of a corporation that has established an extended filing month,
23		"taxable period" means that 12-month period ending with the
24		last day of its fiscal year immediately preceding the extended
25		filing month. In the case of a newly formed domestic
26		corporation or a newly registered foreign corporation that had
27		not commenced transacting business in this State prior to
28		obtaining authority, "taxable period" means that period
29		commencing with the filing of the articles of incorporation or,
30		in the case of a foreign corporation, of filing of the
31		application for authority, and prior to the first day of the
32		second month immediately preceding its anniversary month in the
33		next succeeding year.
34		(x) "Treasury shares" mean (1) shares of a corporation that

1		have been issued, have been subsequently acquired by and belong
2		to the corporation, and have not been cancelled or restored to
3		the status of authorized but unissued shares and (2) shares (i)
4		declared and paid as a share dividend on the shares referred to
5		in clause (1) or this clause (2), or (ii) issued in a share
6		split of the shares referred to in clause (1) or this clause
7		(2). Treasury shares shall be deemed to be "issued" shares but
8		not "outstanding" shares. Treasury shares may not be voted,
9		directly or indirectly, at any meeting or otherwise. Shares
10		converted into or exchanged for other shares of the corporation
11		shall not be deemed to be treasury shares.
12		(y) "Gross amount of business" means gross receipts, from
13		whatever source derived.
14		(Source: P.A. 92-33, eff. 7-1-01.)
15		(805 ILCS 5/4.05) (from Ch. 32, par. 4.05)
16		Sec. 4.05. Corporate name of domestic or foreign
17		corporation.
18		(a) The corporate name of a domestic corporation or of a
19		foreign corporation organized, existing or subject to the
20		provisions of this Act:
21		(1) Shall contain, separate and apart from any other
22		word or abbreviation in such name, the word "corporation",
23		"company", "incorporated", or "limited", or an
24		abbreviation of one of such words, and if the name of a
25		foreign corporation does not contain, separate and apart
26		from any other word or abbreviation, one of such words or
27		abbreviations, the corporation shall add at the end of its
28		name, as a separate word or abbreviation, one of such words
29		or an abbreviation of one of such words.
30		(2) Shall not contain any word or phrase which
31		indicates or implies that the corporation (i) is authorized
32		or empowered to conduct the business of insurance,
33		assurance, indemnity, or the acceptance of savings

1		deposits; (ii) is authorized or empowered to conduct the
2		business of banking unless otherwise permitted by the
3		Commissioner of Banks and Real Estate pursuant to Section
4		46 of the Illinois Banking Act; or (iii) is authorized or
5		empowered to be in the business of a corporate fiduciary
6		unless otherwise permitted by the Commissioner of Banks and
7		Real Estate under Section 1-9 of the Corporate Fiduciary
8		Act. The word "trust", "trustee", or "fiduciary" may be
9		used by a corporation only if it has first complied with
10		Section 1-9 of the Corporate Fiduciary Act. The word
11		"bank", "banker" or "banking" may only be used by a
12		corporation if it has first complied with Section 46 of the
13		Illinois Banking Act.
14		(3) Shall be distinguishable upon the records in the
15		office of the Secretary of State from the name or assumed
16		name of any domestic corporation or limited liability
17		company organized under the Limited Liability Company Act,
18		whether profit or not for profit, existing under any Act of
19		this State or of the name or assumed name of any foreign
20		corporation or foreign limited liability company
21		registered under the Limited Liability Company Act,
22		whether profit or not for profit, authorized to transact
23		business in this State, or a name the exclusive right to
24		which is, at the time, reserved or registered in the manner
25		provided in this Act or Section 1-15 of the Limited
26		Liability Company Act, except that, subject to the
27		discretion of the Secretary of State, a foreign corporation
28		that has a name prohibited by this paragraph may be issued
29		a certificate of authority to transact business in this
30		State, if the foreign corporation:
31		(i) Elects to adopt an assumed corporate name or
32		names in accordance with Section 4.15 of this Act; and
33		(ii) Agrees in its application for a certificate of
34		authority to transact business in this State only under

1		such assumed corporate name or names.
2		(4) Shall contain the word "trust", if it be a domestic
3		corporation organized for the purpose of accepting and
4		executing trusts, shall contain the word "pawners", if it
5		be a domestic corporation organized as a pawners' society,
6		and shall contain the word "cooperative", if it be a
7		domestic corporation organized as a cooperative
8		association for pecuniary profit.
9		(5) Shall not contain a word or phrase, or an
10		abbreviation or derivation thereof, the use of which is
11		prohibited or restricted by any other statute of this State
12		unless such restriction has been complied with.
13		(6) Shall consist of letters of the English alphabet,
14		Arabic or Roman numerals, or symbols capable of being
15		readily reproduced by the office of the Secretary of State.
16		(7) Shall be the name under which the corporation shall
17		transact business in this State unless the corporation
18		shall also elect to adopt an assumed corporate name or
19		names as provided in this Act; provided, however, that the
20		corporation may use any divisional designation or trade
21		name without complying with the requirements of this Act,
22		provided the corporation also clearly discloses its
23		corporate name.
24		(8) (Blank).
25		(b) The Secretary of State shall determine whether a name
26		is "distinguishable" from another name for purposes of this
27		Act. Without excluding other names which may not constitute
28		distinguishable names in this State, a name is not considered
29		distinguishable, for purposes of this Act, solely because it
30		contains one or more of the following:
31		(1) the word "corporation", "company", "incorporated",
32		or "limited", "limited liability" or an abbreviation of one
33		of such words;
34		(2) articles, conjunctions, contractions,

1		abbreviations, different tenses or number of the same word;
2		(c) Nothing in this Section or Sections 4.15 or 4.20 shall:
3		(1) Require any domestic corporation existing or any
4		foreign corporation having a certificate of authority to
5		transact business on the effective date of this Act, to
6		modify or otherwise change its corporate name or assumed
7		corporate name, if any.
8		(2) Abrogate or limit the common law or statutory law
9		of unfair competition or unfair trade practices, nor
10		derogate from the common law or principles of equity or the
11		statutes of this State or of the United States with respect
12		to the right to acquire and protect copyrights, trade
13		names, trade marks, service names, service marks, or any
14		other right to the exclusive use of names or symbols.
15		(Source: P.A. 92-33, eff. 7-1-01.)
16		(805 ILCS 5/4.10) (from Ch. 32, par. 4.10)
17		Sec. 4.10. Reserved name. The exclusive right to the use of
18		a corporate name or an assumed corporate name, as the case may
19		be, may be reserved by:
20		(a) Any person intending to organize a corporation under
21		this Act.
22		(b) Any domestic corporation intending to change its name.
23		(c) Any foreign corporation intending to make application
24		for a certificate of authority to transact business in this
25		State.
26		(d) Any foreign corporation authorized to transact
27		business in this State and intending to change its name.
28		(e) Any person intending to organize a foreign corporation
29		and intending to have such corporation make application for a
30		certificate of authority to transact business in this State.
31		(f) Any domestic corporation intending to adopt an assumed
32		corporate name.
33		(g) Any foreign corporation authorized to transact

1		business in this State and intending to adopt an assumed
2		corporate name.
3		Such reservation shall be made by filing in the office of
4		the Secretary of State an application to reserve a specified
5		corporate name or a specified assumed corporate name, executed
6		by the applicant. If the Secretary of State finds that such
7		name is available for corporate use, he or she shall reserve
8		the same for the exclusive use of such applicant for a period
9		of ninety days or until surrendered by a written cancellation
10		document signed by the applicant, whichever is sooner.
11		The right to the exclusive use of a specified corporate
12		name or assumed corporate name so reserved may be transferred
13		to any other person by filing in the office of the Secretary of
14		State a notice of such transfer, executed by the person for
15		whom such name was reserved, and specifying the name and
16		address of the transferee.
17		The Secretary of State may revoke any reservation if, after
18		a hearing, he or she finds that the application therefor or any
19		transfer thereof was made contrary to this Act.
20		(Source: P.A. 93-59, eff. 7-1-03.)
21		(805 ILCS 5/4.20) (from Ch. 32, par. 4.20)
22		Sec. 4.20. Change and cancellation of assumed corporate
23		name.
24		(a) Any domestic or foreign corporation may, pursuant to
25		resolution by its board of directors, change or cancel any or
26		all of its assumed corporate names by executing and filing, in
27		accordance with Section 1.10 of this Act, an application
28		setting forth:
29		(1) The true corporate name.
30		(2) The state or country under the laws of which it is
31		organized.
32		(3) That it intends to cease transacting business under
33		an assumed corporate name by changing or cancelling it.

1		(4) The assumed corporate name to be changed from or
2		cancelled.
3		(5) If the assumed corporate name is to be changed, the
4		assumed corporate name that the corporation proposes to
5		use.
6		(b) Upon the filing of an application to change an assumed
7		corporate name, the corporation shall have the right to use the
8		assumed corporate name for the balance of the period authorized
9		by subsection (d) of Section 4.15.
10		(c) The right to use an assumed corporate name shall be
11		cancelled by the Secretary of State:
12		(1) If the corporation fails to renew an assumed
13		corporate name.
14		(2) If the corporation has filed an application to
15		change or cancel an assumed corporate name.
16		(3) If a domestic corporation has been dissolved.
17		(4) If a foreign corporation has had its certificate of
18		authority to do business in this State revoked.
19		(Source: P.A. 87-516.)
20		(805 ILCS 5/7.85) (from Ch. 32, par. 7.85)
21		Sec. 7.85. Vote required for certain business
22		combinations.
23		A. This Section shall apply to any domestic corporation
24		that (i) has any equity securities registered under Section 12
25		of the Securities Exchange Act of 1934 or is subject to Section
26		15(d) of that Act (a "reporting company") and (ii) any domestic
27		corporation other than one described in (i) that either
28		specifically adopts this Section 7.85 in its original articles
29		of incorporation or amends its articles of incorporation to
30		specifically adopt this Section 7.85, however, the
31		restrictions contained in this Section shall not apply in the
32		event of any of the following:
33		(1) In case of a reporting company, the corporation's

1		articles of incorporation immediately prior to the time it
2		becomes a reporting company contains a provision expressly
3		electing not to be governed by this Section.
4		(2) The corporation, by action of its board of
5		directors, adopts an amendment to its by-laws within 90
6		days after the effective date of this amendatory Act of
7		1997 expressly electing not to be governed by this Section,
8		which amendment shall not be further amended by the board
9		of directors.
10		(3) In the case of a reporting company, the
11		corporation, by action of its shareholders, adopts an
12		amendment to its articles of incorporation or by-laws
13		expressly electing not to be governed by this Section,
14		provided that, in addition to any other vote required by
15		law, such amendment to the articles of incorporation or
16		by-laws must be approved by the affirmative vote of a
17		majority of the voting shares (as defined in paragraph B of
18		this Section 7.85). An amendment adopted under this
19		paragraph shall not be effective until 12 months after the
20		adoption of the amendment and shall not apply to a business
21		combination between the corporation and a person who became
22		an interested shareholder of the corporation at the same
23		time as or before the adoption of the amendment. A by-law
24		amendment adopted under this paragraph shall not be further
25		amended by the board of directors.
26		(4) A shareholder becomes an interested shareholder
27		inadvertently and (i) as soon as practical divests
28		sufficient shares so that the shareholder ceases to be an
29		interested shareholder and (ii) would not, at any time
30		within the 3 year period immediately before a business
31		combination between the corporation and the shareholder,
32		have been an interested shareholder but for the inadvertent
33		acquisition.
34		In the case of circumstances described in subparagraphs

1		(1), (2), and (3) of this paragraph A, the election not to be
2		governed may be in whole or in part, generally, or generally by
3		types, or as to specifically identified or unidentified
4		interested shareholders.
5		B. Higher vote for certain business combinations. In
6		addition to any affirmative vote required by law or the
7		articles of incorporation, except as otherwise expressly
8		provided in paragraph C of this Section 7.85, any business
9		combination shall require (i) the affirmative vote of the
10		holders of at least 80% of the combined voting power of the
11		then outstanding shares of all classes and series of the
12		corporation entitled to vote generally in the election of
13		directors, voting together as a single class (the "voting
14		shares") (it being understood that, for the purposes of this
15		Section 7.85, each voting share shall have the number of votes
16		granted to it pursuant to the corporation's articles of
17		incorporation) and (ii) the affirmative vote of a majority of
18		the voting shares held by disinterested shareholders.
19		C. When higher vote is not required. The provisions of
20		paragraph B of this Section 7.85 shall not be applicable to any
21		particular business combination, and such business combination
22		shall require only such affirmative vote as is required by law
23		and any other provision of the corporation's article of
24		incorporation and any resolutions of the board of directors
25		adopted pursuant to Section 6.10 if all of the conditions
26		specified in either of the following subparagraphs (1) and (2)
27		of this paragraph C are met:
28		(1) Approval by disinterested directors. The business
29		combination shall have been approved by two-thirds of the
30		disinterested directors (as hereinafter defined).
31		(2) Price and procedure requirements. All of the
32		following conditions shall have been met:
33		(a) The business combination shall provide for
34		consideration to be received by all holders of common

1		shares in exchange for all their shares, and the
2		aggregate amount of the cash and the fair market value
3		as of the date of consummation of the business
4		combination of consideration other than cash to be
5		received per share by holders of common shares in such
6		business combination shall be at least equal to the
7		higher of the following:
8		(i) (if applicable) the highest per share
9		price (including any brokerage commissions,
10		transfer taxes and soliciting dealers' fees) paid
11		by the interested shareholder or any affiliate or
12		associate of the interested shareholder to acquire
13		any common shares beneficially owned by the
14		interested shareholder which were acquired (a)
15		within the two year period immediately prior to the
16		first public announcement of the proposal of the
17		business combination (the "announcement date") or
18		(b) in the transaction in which it became an
19		interested shareholder, whichever is higher; and
20		(ii) the fair market value per common share on
21		the first trading date after the announcement date
22		or on the first trading date after the date of the
23		first public announcement that the interested
24		shareholder became an interested shareholder (the
25		"Determination Date"), whichever is higher.
26		(b) The business combination shall provide for
27		consideration to be received by all holders of
28		outstanding shares other than common shares in
29		exchange for all such shares, and the aggregate amount
30		of the cash and the fair market value as of the date of
31		the consummation of the business combination of
32		consideration other than cash to be received per share
33		by holders of outstanding shares other than common
34		shares shall be at least equal to the highest of the

1		following (it being intended that the requirements of
2		this subparagraph (2)(b) shall be required to be met
3		with respect to every class and series of outstanding
4		shares other than common shares whether or not the
5		interested shareholder or any affiliate or associate
6		of the interested shareholder has previously acquired
7		any shares of a particular class or series):
8		(i) (if applicable) the highest per share
9		price (including any brokerage commissions,
10		transfer taxes and soliciting dealers' fees) paid
11		by the interested shareholder or any affiliate or
12		associate of the interested shareholder to acquire
13		any shares of such class or series beneficially
14		owned by the interested shareholder which were
15		acquired (a) within the 2-year period immediately
16		prior to the announcement date or (b) in the
17		transaction in which it became an interested
18		shareholder, whichever is higher;
19		(ii) (if applicable) the highest preferential
20		amount per share to which the holders of shares of
21		such class or series are entitled in the event of
22		any voluntary or involuntary liquidation,
23		dissolution or winding up of the corporation;
24		(iii) the fair market value per share of such
25		class or series on the first trading date after the
26		announcement date or on the determination date,
27		whichever is higher; and
28		(iv) an amount equal to the fair market value
29		per share of such class or series determined
30		pursuant to clause (iii) times the highest value
31		obtained in calculating the following quotient for
32		each class or series of which the interested
33		shareholder has acquired shares within the 2-year
34		period ending on the announcement date: (x) the

1		highest per share price (including any brokerage
2		commissions, transfer taxes and soliciting
3		dealers' fees) paid by the interested shareholder
4		or any affiliate or associate of the interested
5		Shareholder for any shares of such class or series
6		acquired within such 2-year period divided by (y)
7		the market value per share of such class or series
8		on the first day in such 2-year period on which the
9		interested shareholder or any affiliate or
10		associate of the interested shareholder acquired
11		any shares of such class or series.
12		(c) The consideration to be received by holders of a
13		particular class or series of outstanding shares shall be
14		in cash or in the same form as the interested shareholder
15		or any affiliate or associate of the interested shareholder
16		has previously paid to acquire shares of such class or
17		series beneficially owned by the interested shareholder.
18		If the interested shareholder and any affiliates or
19		associates of the interested shareholder have paid for
20		shares of any class or series with varying forms of
21		consideration, the form of consideration for such class or
22		series shall be either cash or the form used to acquire the
23		largest number of shares of such class or series
24		beneficially owned by the interested shareholder.
25		(d) After such interested shareholder has become an
26		interested shareholder and prior to the consummation of
27		such business combination: (1) except as approved by
28		two-thirds of the disinterested directors, there shall
29		have been no failure to declare and pay at the regular date
30		therefor any full periodic dividends (whether or not
31		cumulative) on any outstanding shares of the corporation
32		other than the common shares; (2) there shall have been (a)
33		no reduction in the annual rate of dividends paid on the
34		common shares (except as necessary to reflect any

1		subdivision of the common shares), except as approved by
2		two-thirds of the disinterested directors, and (b) an
3		increase in such annual rate of dividends (as necessary to
4		prevent any such reduction) in the event of any
5		reclassification (including any reverse share split),
6		recapitalization, reorganization or any similar
7		transaction which has the effect of reducing the number of
8		outstanding common shares; and (3) such interested
9		shareholder shall not have become the beneficial owner of
10		any additional Voting Shares except as part of the
11		transaction which results in such interested shareholder
12		becoming an interested shareholder or as a result of action
13		taken by the corporation not caused, directly or
14		indirectly, by such interested shareholder.
15		(e) After such interested shareholder has become an
16		interested shareholder, such interested shareholder shall
17		not have received the benefit, directly or indirectly
18		(except proportionately as a shareholder), of any loans,
19		advances, guarantees, pledges or other financial
20		assistance or any tax credits or other tax advantages
21		provided by the corporation or any Subsidiary, whether in
22		anticipation of or in connection with such business
23		combination or otherwise.
24		(f) A proxy or information statement describing the
25		proposed business combination and complying with the
26		requirements of the Securities Exchange Act of 1934 and the
27		rules and regulations thereunder (or any subsequent
28		provisions replacing such Act, rules or regulations) shall
29		be mailed to public shareholders of the corporation at
30		least 30 days prior to the consummation of such business
31		combination (whether or not such proxy or information
32		statement is required to be mailed pursuant to such Act or
33		subsequent provisions).
34		D. Certain definitions. For the purposes of this Section

1		7.85:
2		(1) "Person" means an individual, firm, corporation,
3		partnership, trust or other entity.
4		(2) "Interested shareholder" means (i) a person (other
5		than the corporation and a direct or indirect
6		majority-owned subsidiary of the corporation) that (a) is
7		the owner of 15% or more of the outstanding voting shares
8		of the corporation or (b) is an affiliate or associate of
9		the corporation and was the owner of 15% or more of the
10		outstanding voting shares of the corporation at any time
11		within the 3 year period immediately before the date on
12		which it is sought to be determined whether the person is
13		an interested shareholder and (ii) the affiliates and
14		associates of that person, provided, however, that the term
15		"interested shareholder" shall not include (x) a person who
16		(A) owned shares in excess of the 15% limitation as of
17		January 1, 1997 and either (I) continued to own shares in
18		excess of the 15% limitation or would have but for action
19		by the corporation or (II) is an affiliate or associate of
20		the corporation and so continued (or so would have
21		continued but for action by the corporation) to be the
22		owner of 15% or more of the outstanding voting shares of
23		the corporation at any time within the 3-year period
24		immediately prior to the date on which it is sought to be
25		determined whether such a person is an interested
26		shareholder or (B) acquired the shares from a person
27		described in clause (A) by gift, inheritance, or in a
28		transaction in which no consideration was exchanged; or (y)
29		a person whose ownership of shares in excess of the 15%
30		limitation is the result of action taken solely by the
31		corporation, provided that the person shall be an
32		interested shareholder if thereafter the person acquires
33		additional shares of the corporation, except as a result of
34		further corporate action not caused, directly or

1		indirectly, by the person or if the person acquires
2		additional shares in transactions approved by the board of
3		directors, which approval shall include a majority of the
4		disinterested directors. For the purpose of determining
5		whether a person is an interested shareholder, the voting
6		shares of the corporation deemed to be outstanding shall
7		include shares deemed to be owned by the person through
8		application of subparagraph (3) of this paragraph, but
9		shall not include any other unissued shares of the
10		corporation that may be issuable pursuant to any agreement,
11		arrangement, or understanding, upon exercise of conversion
12		rights, warrants, or options, or otherwise.
13		(3) "Owner", including the terms "own" and "owned",
14		when used with respect to shares means a person that
15		individually or with or through any of its affiliates or
16		associates:
17		(a) beneficially owns the shares, directly or
18		indirectly; or
19		(b) has (i) the right to acquire the shares
20		(whether the right is exercisable immediately or only
21		after the passage of time) pursuant to any agreement,
22		arrangement, or understanding, upon exercise of
23		conversion rights, exchange rights, warrants, or
24		options, or otherwise; provided, however, that a
25		person shall not be deemed the owner of shares tendered
26		pursuant to a tender or exchange offer made by the
27		person or any of the person's affiliates or associates
28		until the tendered shares are accepted for purchase or
29		exchange or (ii) the right to vote the shares pursuant
30		to an agreement, arrangement, or understanding;
31		provided, however, that a person shall not be deemed
32		the owner of any shares because of the person's right
33		to vote the shares if the agreement, arrangement, or
34		understanding to vote the shares arises solely from a

1		revocable proxy or consent given in response to a proxy
2		or consent solicitation made to 10 or more persons; or
3		(c) has an agreement, arrangement, or
4		understanding for the purpose of acquiring, holding,
5		voting (except voting pursuant to a revocable proxy or
6		consent as described in clause (ii) of item (b) of this
7		subparagraph), or disposing of the shares with any
8		other person that beneficially owns, or whose
9		affiliates or associates beneficially own, directly or
10		indirectly, the shares.
11		(4) "Affiliate" means a person that directly, or
12		indirectly through one or more intermediaries, controls,
13		is controlled by, or is under common control with, another
14		person.
15		(5) "Associate", when used to indicate a relationship
16		with a person, means (i) a corporation, partnership,
17		unincorporated association, or other entity of which the
18		person is a director, officer, or partner or is, directly
19		or indirectly, the owner of 20% or more of a class of
20		voting shares, (ii) a trust or other estate in which the
21		person has at least a 20% beneficial interest or as to
22		which the person serves as trustee or in a similar
23		fiduciary capacity, and (iii) a relative or spouse of the
24		person, or a relative of that spouse who has the same
25		residence as the person.
26		(6) "Subsidiary" means any corporation of which a
27		majority of any class of equity security is owned, directly
28		or indirectly, by the corporation; provided, however, that
29		for the purposes of the definition of interested
30		shareholder set forth in subparagraph (2) of this paragraph
31		D, the term "subsidiary" shall mean only a corporation of
32		which a majority of each class or equity security is owned,
33		directly or indirectly, by the corporation.
34		(7) "Disinterested director" means any member of the

1		board of directors of the corporation who: (a) is neither
2		the interested shareholder nor an affiliate or associate of
3		the interested shareholder; (b) was a member of the board
4		of directors prior to the time that the interested
5		shareholder became an interested shareholder or was a
6		director of the corporation before January 1, 1997, or was
7		recommended to succeed a disinterested director by a
8		majority of the disinterested directors then in office; and
9		(c) was not nominated for election as a director by the
10		interested shareholder or any affiliate or associate of the
11		interested shareholder.
12		(8) "Fair market value" means: (a) in the case of
13		shares, the highest closing sale price during the 30-day
14		period immediately preceding the date in question of a
15		share on the New York Stock Exchange Composite Tape, or, if
16		such shares are not quoted on the Composite Tape, on the
17		New York Stock Exchange, or, if such shares are not listed
18		on such Exchange, on the principal United States securities
19		exchange registered under the Securities Exchange Act of
20		1934 on which such shares are listed, or, if such shares
21		are not listed on any such exchange, the highest closing
22		sale price or bid quotation with respect to a share during
23		the 30-day period preceding the date in question on the
24		National Association of Securities Dealers, Inc. Automated
25		Quotations System or any system then in use, or if no such
26		quotations are available, the fair market value on the date
27		in question of a share as determined by a majority of the
28		disinterested directors in good faith; and (b) in the case
29		of property other than cash or shares, the fair market
30		value of such property on the date in question as
31		determined by a majority of the disinterested directors in
32		good faith.
33		(9) "Disinterested shareholder" shall mean a
34		shareholder of the corporation who is not an interested

1		shareholder or an affiliate or an associate of an
2		interested shareholder.
3		(10) "Business combination" has the meaning set forth
4		in Section 11.75 of this Act (regardless of the case of the
5		word "only" in that Section).
6		(11) In the event of any business combination in which
7		the corporation survives, the phrase " consideration other
8		than cash" as used in subparagraphs (2)(a) and (2)(b) of
9		paragraph C of this Section 7.85 shall include the common
10		shares and the shares of any other class or series retained
11		by the holders of such shares.
12		(12) "Shares" means, with respect to any corporation,
13		capital stock and, with respect to any other entity, any
14		equity interest.
15		(13) "Voting shares" means, with respect to any
16		corporation, shares of any class or series entitled to vote
17		generally in the election of directors and, with respect to
18		any entity that is not a corporation, any equity interest
19		entitled to vote generally in its election of the governing
20		body of the entity.
21		E. Determinations by disinterested directors. A majority
22		of the disinterested directors shall have the power to
23		determine, for the purposes of this Section 7.85, (a) whether a
24		person is an interested shareholder, (b) the number of voting
25		shares beneficially owned by any person, (c) whether a person
26		is an affiliate or associate of another, and (d) whether the
27		transaction is the subject of any business combination.
28		(Source: P.A. 90-461, eff. 1-1-98.)
29		(805 ILCS 5/9.05) (from Ch. 32, par. 9.05)
30		Sec. 9.05. Power of corporation to acquire its own shares.
31		(a) A corporation may acquire its own shares, subject to
32		limitations set forth in Section 9.10 of this Act.
33		(b) If a corporation acquires its own shares after the

1		effective date of this amendatory Act of 1993, the shares
2		constitute treasury shares until cancelled as provided by
3		subsection (d) of this Section.
4		(c) A corporation shall file a report under Section 14.25
5		of this Act in the case of its acquisition of its own shares
6		that occurs either prior to January 1, 1991 or on or prior to
7		the last day of the third month immediately preceding the
8		corporation's anniversary month in 1991. A corporation shall
9		file a report under Section 14.30 of this Act in the case of
10		its acquisition and cancellation of its own shares that occurs
11		after both December 31, 1990 and the last day of such third
12		month. However, if the articles of incorporation provide that
13		the number of authorized shares is reduced by an acquisition
14		and cancellation of shares, then the corporation shall, within
15		60 days after the date of acquisition, execute and file in
16		duplicate in accordance with Section 1.10 of this Act, a
17		statement of cancellation which sets forth:
18		(1) The name of the corporation.
19		(2) The aggregate number of shares which the
20		corporation has authority to issue, itemized by classes and
21		series, if any, within a class before giving effect to the
22		cancellation.
23		(3) The aggregate number of issued shares, itemized by
24		classes and series, if any, within a class before giving
25		effect to the cancellation.
26		(4) The number of shares cancelled, itemized by classes
27		and series, if any, within a class.
28		(5) The aggregate number of shares which the
29		corporation has the authority to issue, itemized by classes
30		and series, if any, within a class after giving effect to
31		the cancellation.
32		(6) The aggregate number of issued shares, itemized by
33		classes and series, if any, within a class, after giving
34		effect to the cancellation.

1		(7) A statement, expressed in dollars, of the amount of
2		the paid-in capital of the corporation before giving effect
3		to the cancellation.
4		(8) A statement, expressed in dollars, of the amount of
5		the paid-in capital of the corporation after giving effect
6		to the cancellation.
7		Upon the filing of the statement of cancellation by the
8		Secretary of State, the paid-in capital of the corporation
9		shall be deemed to be reduced by that part of the paid-in
10		capital which was, at the time of the cancellation, represented
11		by the shares so cancelled, to the extent of the cost from the
12		paid-in capital of the reacquired and cancelled shares or a
13		lesser amount as may be elected by the corporation, and the
14		statement of cancellation shall operate as an amendment to the
15		articles of incorporation so as to reduce the number of
16		authorized shares by the number of shares so cancelled.
17		(d) A corporation, by resolution of the board of directors,
18		may cancel any of its treasury shares. When cancelled, the
19		shares shall constitute authorized but unissued shares unless
20		the articles of incorporation provide that the shares shall not
21		be reissued, in which case the number of authorized shares
22		shall be reduced by the number of shares cancelled.
23		(e) Until the report required by subsection (c) of this
24		Section, or the report required by Section 14.25 or Section
25		14.30 of this Act reporting a reduction in paid-in capital,
26		shall have been filed in the office of the Secretary of State,
27		the basis of the annual franchise tax payable by the
28		corporation shall not be reduced, provided, however, in no
29		event shall the annual franchise tax for any taxable year be
30		reduced if such report is not filed prior to the first day of
31		the anniversary month or, in the case of a corporation which
32		has established an extended filing month, the extended filing
33		month of that taxable year and before payment of its annual
34		franchise tax.

1		(Source: P.A. 88-151.)
2		(805 ILCS 5/9.20)
3		Sec. 9.20. Reduction of paid-in capital.
4		(a) A corporation may reduce its paid-in capital:
5		(1) by resolution of its board of directors by charging
6		against its paid-in capital (i) the paid-in capital
7		represented by shares acquired and cancelled by the
8		corporation as permitted by law, to the extent of the cost
9		from the paid-in capital of the reacquired and cancelled
10		shares or a lesser amount as may be elected by the
11		corporation, (ii) dividends paid on preferred shares, or
12		(iii) distributions as liquidating dividends; or
13		(2) pursuant to an approved reorganization in
14		bankruptcy that specifically directs the reduction to be
15		effected.
16		(b) Notwithstanding anything to the contrary contained in
17		this Act, at no time shall the paid-in capital be reduced to an
18		amount less than the aggregate par value of all issued shares
19		having a par value.
20		(c) Until the report under Section 14.30 has been filed in
21		the Office of the Secretary of State showing a reduction in
22		paid-in capital, the basis of the annual franchise tax payable
23		by the corporation shall not be reduced; provided, however,
24		that in no event shall the annual franchise tax for any taxable
25		year be reduced if the report is not filed prior to the first
26		day of the anniversary month or, in the case of a corporation
27		that has established an extended filing month, the extended
28		filing month of the corporation of that taxable year and before
29		payment of its annual franchise tax.
30		(d) A corporation that reduced its paid-in capital after
31		December 31, 1986 by one or more of the methods described in
32		subsection (a) may report the reduction pursuant to Section
33		14.30, subject to the restrictions of subsections (b) and (c)

1		of this Section. A reduction in paid-in capital reported
2		pursuant to this subsection shall have no effect for any
3		purpose under this Act with respect to a taxable year ending
4		before the report is filed.
5		(e) Nothing in this Section shall be construed to forbid
6		any reduction in paid-in capital to be effected under Section
7		9.05 of this Act.
8		(f) In the case of a vertical merger, the paid-in capital
9		of a subsidiary may be eliminated if either (1) it was created,
10		totally funded, and or wholly owned by the parent or (2) the
11		amount of the parent's investment in the subsidiary was equal
12		to or exceeded the subsidiary's paid-in capital.
13		(Source: P.A. 92-33, eff. 7-1-01.)
14		(805 ILCS 5/11.37) (from Ch. 32, par. 11.37)
15		Sec. 11.37. Merger of domestic or foreign corporations and
16		domestic not for profit corporations.
17		(a) One or more domestic corporations or one or more
18		foreign corporations may merge into a domestic not for profit
19		corporation subject to the provisions of the General Not For
20		Profit Corporation Act of 1986, as amended, provided that in
21		the case of a foreign corporation for profit, such merger is
22		permitted by the laws of the State or country under which such
23		foreign corporation for profit is organized.
24		(b) Each domestic corporation shall comply with the
25		provisions of this Act with respect to the merger of domestic
26		corporations, each domestic not for profit corporation shall
27		comply with the provisions of the General Not For Profit
28		Corporation Act of 1986, as amended. With respect to merger of
29		domestic not for profit corporations, each foreign corporation
30		for profit shall comply with the laws of the state or country
31		under which it is organized, and each foreign corporation for
32		profit having a certificate of authority to transact business
33		in this State under the provisions of this Act shall comply

1		with the provisions of this Act with respect to merger of
2		foreign corporations for profit.
3		(c) The plan of merger shall set forth, in addition to all
4		matters required by Section 11.05 of this Act, the manner and
5		basis of converting shares of each merging domestic or foreign
6		corporation for profit into membership or other interests of
7		the surviving domestic not for profit corporation, or into
8		cash, or into property, or into any combination of the
9		foregoing.
10		(d) The effect of a merger under this Section shall be the
11		same as in the case of a merger of domestic corporations as set
12		forth in subsection (a) of Section 11.50 of this Act.
13		(e) When such merger has been effected, the shares of the
14		corporation or corporations to be converted under the terms of
15		the plan cease to exist. The holders of those shares are
16		entitled only to the membership or other interests, cash, or
17		other property or combination thereof, into which those shares
18		have been converted in accordance with the plan, subject to any
19		dissenters' rights under Section 11.70 of this Act.
20		(Source: P.A. 93-59, eff. 7-1-03.)
21		(805 ILCS 5/11.75) (from Ch. 32, par. 11.75)
22		Sec. 11.75. Business combinations with interested
23		shareholders.
24		(a) Notwithstanding any other provisions of this Act, a
25		corporation (as defined in this Section 11.75) shall not engage
26		in any business combination with any interested shareholder for
27		a period of 3 years following the time that such shareholder
28		became an interested shareholder, unless (1) prior to such time
29		the board of directors of the corporation approved either the
30		business combination or the transaction which resulted in the
31		shareholder becoming an interested shareholder, or (2) upon
32		consummation of the transaction which resulted in the
33		shareholder becoming an interested shareholder, the interested

1		shareholder owned at least 85% of the voting shares of the
2		corporation outstanding at the time the transaction commenced,
3		excluding for purposes of determining the number of shares
4		outstanding those shares owned (i) by persons who are directors
5		and also officers and (ii) employee stock plans in which
6		employee participants do not have the right to determine
7		confidentially whether shares held subject to the plan will be
8		tendered in a tender or exchange offer, or (3) at or subsequent
9		to such time the business combination is approved by the board
10		of directors and authorized at an annual or special meeting of
11		shareholders, and not by written consent, by the affirmative
12		vote of at least 66 2/3% of the outstanding voting shares which
13		are not owned by the interested shareholder.
14		(b) The restrictions contained in this Section shall not
15		apply if:
16		(1) the corporation's original articles of
17		incorporation contains a provision expressly electing not
18		to be governed by this Section;
19		(2) the corporation, by action of its board of
20		directors, adopts an amendment to its by-laws within 90
21		days of the effective date of this amendatory Act of 1989,
22		expressly electing not to be governed by this Section,
23		which amendment shall not be further amended by the board
24		of directors;
25		(3) the corporation, by action of its shareholders,
26		adopts an amendment to its articles of incorporation or
27		by-laws expressly electing not to be governed by this
28		Section, provided that, in addition to any other vote
29		required by law, such amendment to the articles of
30		incorporation or by-laws must be approved by the
31		affirmative vote of a majority of the shares entitled to
32		vote. An amendment adopted pursuant to this paragraph shall
33		be effective immediately in the case of a corporation that
34		both (i) has never had a class of voting shares that falls

1		within any of the categories set out in paragraph (4) of
2		this subsection (b) and (ii) has not elected by a provision
3		in its original articles of incorporation or any amendment
4		thereto to be governed by this Section. In all other cases,
5		an amendment adopted pursuant to this paragraph shall not
6		be effective until 12 months after the adoption of such
7		amendment and shall not apply to any business combination
8		between such corporation and any person who became an
9		interested shareholder of such corporation on or prior to
10		such adoption. A by-law amendment adopted pursuant to this
11		paragraph shall not be further amended by the board of
12		directors;
13		(4) the corporation does not have a class of voting
14		shares that is (i) listed on a national securities
15		exchange, (ii) authorized for quotation on the NASDAQ Stock
16		Market or (iii) held of record by more than 2,000
17		shareholders, unless any of the foregoing results from
18		action taken, directly or indirectly, by an interested
19		shareholder or from a transaction in which a person becomes
20		an interested shareholder;
21		(5) a shareholder becomes an interested shareholder
22		inadvertently and (i) as soon as practicable divests itself
23		of ownership of sufficient shares so that the shareholder
24		ceases to be an interested shareholder and (ii) would not,
25		at any time within the 3 year period immediately prior to a
26		business combination between the corporation and such
27		shareholder, have been an interested shareholder but for
28		the inadvertent acquisition of ownership;
29		(6) the business combination is proposed prior to the
30		consummation or abandonment of and subsequent to the
31		earlier of the public announcement or the notice required
32		hereunder of a proposed transaction which (i) constitutes
33		one of the transactions described in the second sentence of
34		this paragraph; (ii) is with or by a person who either was

1		not an interested shareholder during the previous 3 years
2		or who became an interested shareholder with the approval
3		of the corporation's board of directors or during the
4		period described in paragraph (7) of this subsection (b);
5		and (iii) is approved or not opposed by a majority of the
6		members of the board of directors then in office (but not
7		less than 1) who were directors prior to any person
8		becoming an interested shareholder during the previous 3
9		years or were recommended for election or elected to
10		succeed such directors by a majority of such directors. The
11		proposed transactions referred to in the preceding
12		sentence are limited to (x) a merger or consolidation of
13		the corporation (except for a merger in respect of which,
14		pursuant to subsection (c) of Section 11.20 of this Act, no
15		vote of the shareholders of the corporation is required);
16		(y) a sale, lease, exchange, mortgage, pledge, transfer or
17		other disposition (in one transaction or a series of
18		transactions), whether as part of a dissolution or
19		otherwise, of assets of the corporation or of any direct or
20		indirect majority-owned subsidiary of the corporation
21		(other than to any direct or indirect wholly-owned
22		subsidiary or to the corporation) having an aggregate
23		market value equal to 50% or more of either the aggregate
24		market value of all of the assets of the corporation
25		determined on a consolidated basis or the aggregate market
26		value of all the outstanding shares of the corporation; or
27		(z) a proposed tender or exchange offer for 50% or more of
28		the outstanding voting shares of the corporation. The
29		corporation shall give not less than 20 days notice to all
30		interested shareholders prior to the consummation of any of
31		the transactions described in clauses (x) or (y) of the
32		second sentence of this paragraph; or
33		(7) The business combination is with an interested
34		shareholder who became an interested shareholder at a time

1		when the restrictions contained in this Section did not
2		apply by reason of any of the paragraphs (1) through (4) of
3		this subsection (b), provided, however, that this
4		paragraph (7) shall not apply if, at the time the
5		interested shareholder became an interested shareholder,
6		the corporation's articles of incorporation contained a
7		provision authorized by the last sentence of this
8		subsection (b). Notwithstanding paragraphs (1), (2), (3)
9		and (4) of this subsection and subparagraph (A) of
10		paragraph (5) of subsection (c), any domestic corporation
11		may elect by a provision of its original articles of
12		incorporation or any amendment thereto to be governed by
13		this Section, provided that any such amendment to the
14		articles of incorporation shall not apply to restrict a
15		business combination between the corporation and an
16		interested shareholder of the corporation if the
17		interested shareholder became such prior to the effective
18		date of the amendment.
19		(c) As used in this Section 11.75 only, the term:
20		(1) "Affiliate" means a person that directly, or
21		indirectly through one or more intermediaries, controls,
22		or is controlled by, or is under common control with,
23		another person.
24		(2) "Associate" when used to indicate a relationship
25		with any person, means (i) any corporation, partnership,
26		unincorporated association, or other entity of which such
27		person is a director, officer or partner or is, directly or
28		indirectly, the owner of 20% or more of any class of voting
29		shares, (ii) any trust or other estate in which such person
30		has at least a 20% beneficial interest or as to which such
31		person serves as trustee or in a similar fiduciary
32		capacity, and (iii) any relative or spouse of such person,
33		or any relative of such spouse, who has the same residence
34		as such person.

1		(3) "Business combination" when used in reference to
2		any corporation and any interested shareholder of such
3		corporation, means:
4		(A) any merger or consolidation of the corporation
5		or any direct or indirect majority-owned subsidiary of
6		the corporation with (i) the interested shareholder,
7		or (ii) with any other corporation if the merger or
8		consolidation is caused by the interested shareholder
9		and as a result of such merger or consolidation
10		subsection (a) of this Section is not applicable to the
11		surviving corporation;
12		(B) any sale, lease, exchange, mortgage, pledge,
13		transfer or other disposition (in one transaction or a
14		series of transactions), except proportionately as a
15		shareholder of such corporation, to or with the
16		interested shareholder, whether as part of a
17		dissolution or otherwise, of assets of the corporation
18		or of any direct or indirect majority-owned subsidiary
19		of the corporation which assets have an aggregate
20		market value equal to 10% or more of either the
21		aggregate market value of all the assets of the
22		corporation determined on a consolidated basis or the
23		aggregate market value of all the outstanding shares of
24		the corporation;
25		(C) any transaction which results in the issuance
26		or transfer by the corporation or by any direct or
27		indirect majority-owned subsidiary of the corporation
28		of any shares of the corporation or of such subsidiary
29		to the interested shareholder, except (i) pursuant to
30		the exercise, exchange or conversion of securities
31		exercisable for, exchangeable for or convertible into
32		shares of such corporation or any such subsidiary which
33		securities were outstanding prior to the time that the
34		interested shareholder became such, (ii) pursuant to a

1		dividend or distribution paid or made, or the exercise,
2		exchange or conversion of securities exercisable for,
3		exchangeable for or convertible into shares of such
4		corporation or any such subsidiary which security is
5		distributed, pro rata to all holders of a class or
6		series of shares of such corporation subsequent to the
7		time the interested shareholder became such, (iii)
8		pursuant to an exchange offer by the corporation to
9		purchase shares made on the same terms to all holders
10		of said shares, or (iv) any issuance or transfer of
11		shares by the corporation, provided however, that in no
12		case under clauses (ii), (iii) and (iv) above shall
13		there be an increase in the interested shareholder's
14		proportionate share of the shares of any class or
15		series of the corporation or of the voting shares of
16		the corporation;
17		(D) any transaction involving the corporation or
18		any direct or indirect majority-owned subsidiary of
19		the corporation which has the effect, directly or
20		indirectly, of increasing the proportionate share of
21		the shares of any class or series, or securities
22		convertible into the shares of any class or series, of
23		the corporation or of any such subsidiary which is
24		owned by the interested shareholder, except as a result
25		of immaterial changes due to fractional share
26		adjustments or as a result of any purchase or
27		redemption of any shares of any class or series not
28		caused, directly or indirectly, by the interested
29		shareholder; or
30		(E) any receipt by the interested shareholder of
31		the benefit, directly or indirectly (except
32		proportionately as a shareholder of such corporation)
33		of any loans, advances, guarantees, pledges, or other
34		financial benefits (other than those expressly

1		permitted in subparagraphs (A) through (D) of this
2		paragraph (3)) provided by or through the corporation
3		or any direct or indirect majority owned subsidiary; or
4		(F) any receipt by the interested shareholder of
5		the benefit, directly or indirectly, (except
6		proportionately as a shareholder of such corporation)
7		of any assets, loans, advances, guarantees, pledges or
8		other financial benefits (other than those expressly
9		permitted in subparagraphs (A) through (D) of this
10		paragraph (3)) provided by or through any "defined
11		benefit pension plan" (as defined in Section 3 of the
12		Employee Retirement Income Security Act) of the
13		corporation or any direct or indirect majority owned
14		subsidiary.
15		(4) "Control", including the term "controlling",
16		"controlled by" and "under common control with", means the
17		possession, directly or indirectly, of the power to direct
18		or cause the direction of the management and policies of a
19		person, whether through the ownership of voting shares, by
20		contract or otherwise. A person who is the owner of 20% or
21		more of the outstanding voting shares of any corporation,
22		partnership, unincorporated association, or other entity
23		shall be presumed to have control of such entity, in the
24		absence of proof by preponderance of the evidence to the
25		contrary. Notwithstanding the foregoing, a presumption of
26		control shall not apply where such person holds voting
27		shares, in good faith and not for the purpose of
28		circumventing this Section, as an agent, bank, broker,
29		nominee, custodian or trustee for one or more owners who do
30		not individually or as a group have control of such entity.
31		(5) "Corporation" means a domestic corporation that:
32		(A) has any equity securities registered under
33		Section 12 of the Securities Exchange Act of 1934 or is
34		subject to Section 15(d) of that Act; and

1		(B) either
2		(i) has its principal place of business or its
3		principal executive office located in Illinois; or
4		(ii) owns or controls assets located within
5		Illinois that have a fair market value of at least
6		$1,000,000, and
7		(C) either
8		(i) has more than 10% of its shareholders
9		resident in Illinois;
10		(ii) has more than 10% of its shares owned by
11		Illinois residents; or
12		(iii) has 2,000 shareholders resident in
13		Illinois.
14		The residence of a shareholder is presumed to be the
15		address appearing in the records of the corporation. Shares
16		held by banks (except as trustee, executor or guardian),
17		securities dealers or nominees are disregarded for
18		purposes of calculating the percentages and numbers in this
19		paragraph (5).
20		(6) "Interested shareholder" means any person (other
21		than the corporation and any direct or indirect
22		majority-owned subsidiary of the corporation) that (i) is
23		the owner of 15% or more of the outstanding voting shares
24		of the corporation, or (ii) is an affiliate or associate of
25		the corporation and was the owner of 15% or more of the
26		outstanding voting shares of the corporation at any time
27		within the 3 year period immediately prior to the date on
28		which it is sought to be determined whether such person is
29		an interested shareholder; and the affiliates and
30		associates of such person, provided, however, that the term
31		"interested shareholder" shall not include (x) any person
32		who (A) owned shares in excess of the 15% limitation set
33		forth herein as of, or acquired such shares pursuant to a
34		tender offer commenced prior to the effective date of this

1		amendatory Act of 1989 or pursuant to an exchange offer
2		announced prior to the aforesaid date and commenced within
3		90 days thereafter and either (I) continued to own shares
4		in excess of such 15% limitation or would have but for
5		action by the corporation or (II) is an affiliate or
6		associate of the corporation and so continued (or so would
7		have continued but for action by the corporation) to be the
8		owner of 15% or more of the outstanding voting shares of
9		the corporation at any time within the 3-year period
10		immediately prior to the date on which it is sought to be
11		determined whether such a person is an interested
12		shareholder or (B) acquired said shares from a person
13		described in (A) above by gift, inheritance or in a
14		transaction in which no consideration was exchanged; or (y)
15		any person whose ownership of shares in excess of the 15%
16		limitation set forth herein is the result of action taken
17		solely by the corporation, provided that such person shall
18		be an interested shareholder if thereafter such person
19		acquires additional shares of voting shares of the
20		corporation, except as a result of further corporate action
21		not caused, directly or indirectly, by such person. For the
22		purpose of determining whether a person is an interested
23		shareholder, the voting shares of the corporation deemed to
24		be outstanding shall include shares deemed to be owned by
25		the person through application of paragraph (9) of this
26		subsection, but shall not include any other unissued shares
27		of such corporation which may be issuable pursuant to any
28		agreement, arrangement or understanding, or upon exercise
29		of conversion rights, warrants or options, or otherwise.
30		(7) "Person" means any individual, corporation,
31		partnership, unincorporated association or other entity.
32		(7.5) "Shares" means, with respect to any corporation,
33		capital stock and, with respect to any other entity, any
34		equity interest.

1		(8) "Voting shares" means, with respect to any
2		corporation, shares of any class or series entitled to vote
3		generally in the election of directors and, with respect to
4		any entity that is not a corporation, any equity interest
5		entitled to vote generally in its election of the governing
6		body of the entity.
7		(9) "Owner" including the terms "own" and "owned" when
8		used with respect to any shares means a person that
9		individually or with or through any of its affiliates or
10		associates:
11		(A) beneficially owns such shares, directly or
12		indirectly; or
13		(B) has (i) the right to acquire such shares
14		(whether such right is exercisable immediately or only
15		after the passage of time) pursuant to any agreement,
16		arrangement or understanding, or upon the exercise of
17		conversion rights, exchange rights, warrants or
18		options, or otherwise; provided, however, that a
19		person shall not be deemed the owner of shares tendered
20		pursuant to a tender or exchange offer made by such
21		person or any of such person's affiliates or associates
22		until such tendered shares is accepted for purchase or
23		exchange; or (ii) the right to vote such shares
24		pursuant to any agreement, arrangement or
25		understanding; provided, however, that a person shall
26		not be deemed the owner of any shares because of such
27		person's right to vote such shares if the agreement,
28		arrangement or understanding to vote such shares
29		arises solely from a revocable proxy or consent given
30		in response to a proxy or consent solicitation made to
31		10 or more persons; or
32		(C) has any agreement, arrangement or
33		understanding for the purpose of acquiring, holding,
34		voting (except voting pursuant to a revocable proxy or

1		consent as described in clause (ii) of subparagraph (B)
2		of this paragraph), or disposing of such shares with
3		any other person that beneficially owns, or whose
4		affiliates or associates beneficially own, directly or
5		indirectly, such shares.
6		(d) No provision of the articles a certificate of
7		incorporation or the by-laws by-law shall require, for any vote
8		of shareholders required by this Section a greater vote of
9		shareholders than that specified in this Section.
10		(e) The provisions of this Section 11.75 are severable and
11		any provision held invalid shall not affect or impair any of
12		the remaining provisions of this Section.
13		(Source: P.A. 93-59, eff. 7-1-03.)
14		(805 ILCS 5/12.40) (from Ch. 32, par. 12.40)
15		Sec. 12.40. Procedure for administrative dissolution.
16		(a) After the Secretary of State determines that one or
17		more grounds exist under Section 12.35 for the administrative
18		dissolution of a corporation, he or she shall send by regular
19		mail to each delinquent corporation a Notice of Delinquency to
20		its registered office, or, if the corporation has failed to
21		maintain a registered office, then to the president or other
22		principal officer at the last known office of said officer.
23		(b) If the corporation does not correct the default
24		described in paragraphs (a) through (e) of Section 12.35 within
25		90 days following such notice, the Secretary of State shall
26		thereupon dissolve the corporation by issuing a certificate of
27		dissolution that recites the ground or grounds for dissolution
28		and its effective date. If the corporation does not correct the
29		default described in paragraphs (f) through (h) of Section
30		12.35, within 30 days following such notice, the Secretary of
31		State shall thereupon dissolve the corporation by issuing a
32		certificate of dissolution as herein prescribed. The Secretary
33		of State shall file the original of the certificate in his or

1		her office, mail one copy to the corporation at its registered
2		office or, if the corporation has failed to maintain a
3		registered office, then to the president or other principal
4		officer at the last known office of said officer, and file one
5		copy for record in the office of the recorder of the county in
6		which the registered office of the corporation in this State is
7		situated, to be recorded by such recorder. The recorder shall
8		submit for payment to the Secretary of State, on a quarterly
9		basis, the amount of filing fees incurred.
10		(c) The administrative dissolution of a corporation
11		terminates its corporate existence and such a dissolved
12		corporation shall not thereafter carry on any business,
13		provided however, that such a dissolved corporation may take
14		all action authorized under Section 12.75 or necessary to wind
15		up and liquidate its business and affairs under Section 12.30.
16		(Source: P.A. 93-59, eff. 7-1-03.)
17		(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
18		Sec. 12.45. Reinstatement following administrative
19		dissolution.
20		(a) A domestic corporation administratively dissolved
21		under Section 12.40 may be reinstated by the Secretary of State
22		within five years following the date of issuance of the
23		certificate of dissolution upon:
24		(1) The filing of an application for reinstatement.
25		(2) The filing with the Secretary of State by the
26		corporation of all reports then due and theretofore
27		becoming due.
28		(3) The payment to the Secretary of State by the
29		corporation of all fees, franchise taxes, and penalties
30		then due and theretofore becoming due.
31		(b) The application for reinstatement shall be executed and
32		filed in duplicate in accordance with Section 1.10 of this Act
33		and shall set forth:

1		(1) The name of the corporation at the time of the
2		issuance of the certificate of dissolution.
3		(2) If such name is not available for use as determined
4		by the Secretary of State at the time of filing the
5		application for reinstatement, the name of the corporation
6		as changed, provided however, and any change of name is
7		properly effected pursuant to Section 10.05 and Section
8		10.30 of this Act.
9		(3) The date of the issuance of the certificate of
10		dissolution.
11		(4) The address, including street and number, or rural
12		route number of the registered office of the corporation
13		upon reinstatement thereof, and the name of its registered
14		agent at such address upon the reinstatement of the
15		corporation, provided however, that any change from either
16		the registered office or the registered agent at the time
17		of dissolution is properly reported pursuant to Section
18		5.10 of this Act.
19		(c) When a dissolved corporation has complied with the
20		provisions of this Sec the Secretary of State shall file the
21		application for reinstatement.
22		(d) Upon the filing of the application for reinstatement,
23		the corporate existence shall be deemed to have continued
24		without interruption from the date of the issuance of the
25		certificate of dissolution, and the corporation shall stand
26		revived with such powers, duties and obligations as if it had
27		not been dissolved; and all acts and proceedings of its
28		officers, directors and shareholders, acting or purporting to
29		act as such, which would have been legal and valid but for such
30		dissolution, shall stand ratified and confirmed.
31		(Source: P.A. 92-33, eff. 7-1-01.)
32		(805 ILCS 5/12.50) (from Ch. 32, par. 12.50)
33		Sec. 12.50. Grounds for judicial dissolution in actions by

1		nonshareholders.
2		(a) A Circuit Court may dissolve a corporation:
3		(1) In an action by the Attorney General, if it is
4		established that:
5		(i) The corporation filed its articles obtained
6		its certificate of incorporation through fraud; or
7		(ii) The corporation has continued to exceed or
8		abuse the authority conferred upon it by law, or has
9		continued to violate the law, after notice of the same
10		has been given to such corporation, either personally
11		or by registered mail; or
12		(iii) Any interrogatory propounded by the
13		Secretary of State to the corporation, its officers or
14		directors, as provided in this Act, has been answered
15		falsely or has not been answered fully within 30 days
16		after the mailing of such interrogatories by the
17		Secretary of State or within such extension of time as
18		shall have been authorized by the Secretary of State.
19		(2) In an action by a creditor, if it is established
20		that:
21		(i) The creditor's claim has been reduced to
22		judgment, a copy of the judgment has been returned
23		unsatisfied, and the corporation is insolvent; or
24		(ii) The corporation has admitted in writing that
25		the creditor's claim is due and owing, and the
26		corporation is insolvent.
27		(3) In an action by the corporation to dissolve under
28		court supervision, if it is established that dissolution is
29		reasonably necessary because the business of the
30		corporation can no longer be conducted to the general
31		advantage of its shareholders.
32		(b) As an alternative to dissolution, the court may order
33		any of the other remedies contained in subsection (b) of
34		Section 12.55.

1		(Source: P.A. 89-169, eff. 7-19-95; 89-364, eff. 8-18-95.)
2		(805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
3		Sec. 13.55. Procedure for revocation of authority.
4		(a) After the Secretary of State determines that one or
5		more grounds exist under Section 13.50 for the revocation of
6		authority of a foreign corporation, he or she shall send by
7		regular mail to each delinquent corporation a Notice of
8		Delinquency to its registered office, or, if the corporation
9		has failed to maintain a registered office, then to the
10		president or other principal officer at the last known office
11		of said officer.
12		(b) If the corporation does not correct the default
13		described in paragraphs (c) through (k) of Section 13.50 within
14		90 days following such notice, the Secretary of State shall
15		thereupon revoke the authority of the corporation by issuing a
16		certificate of revocation that recites the grounds for
17		revocation and its effective date. If the corporation does not
18		correct the default described in paragraph (a), (b), or (l) of
19		Section 13.50, within 30 days following such notice, the
20		Secretary of State shall thereupon revoke the authority of the
21		corporation by issuing a certificate of revocation as herein
22		prescribed. The Secretary of State shall file the original of
23		the certificate in his or her office, mail one copy to the
24		corporation at its registered office or, if the corporation has
25		failed to maintain a registered office, then to the president
26		or other principal officer at the last known office of said
27		officer, and file one copy for record in the office of the
28		recorder of the county in which the registered office of the
29		corporation in this State is situated, to be recorded by such
30		recorder. The recorder shall submit for payment to the
31		Secretary of State, on a quarterly basis, the amount of filing
32		fees incurred.
33		(c) Upon the issuance of the certificate of revocation, the

1		authority of the corporation to transact business in this State
2		shall cease and such revoked corporation shall not thereafter
3		carry on any business in this State.
4		(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
5		(805 ILCS 5/13.60) (from Ch. 32, par. 13.60)
6		Sec. 13.60. Reinstatement following revocation.
7		(a) A foreign corporation revoked under Section 13.55 may
8		be reinstated by the Secretary of State within five years
9		following the date of issuance of the certificate of revocation
10		upon:
11		(1) The filing of an application for reinstatement.
12		(2) The filing with the Secretary of State by the
13		corporation of all reports then due and theretofore
14		becoming due.
15		(3) The payment to the Secretary of State by the
16		corporation of all fees, franchise taxes, and penalties
17		then due and theretofore becoming due.
18		(b) The application for reinstatement shall be executed and
19		filed in duplicate in accordance with Section 1.10 of this Act
20		and shall set forth:
21		(1) The name of the corporation at the time of the
22		issuance of the certificate of revocation.
23		(2) If such name is not available for use as determined
24		by the Secretary of State at the time of filing the
25		application for reinstatement, the name of the corporation
26		as changed; provided, however, that any change of name is
27		properly effected pursuant to Section 13.30 and Section
28		13.40 of this Act.
29		(3) The date of the issuance of the certificate of
30		revocation.
31		(4) The address, including street and number, or rural
32		route number, of the registered office of the corporation
33		upon reinstatement thereof, and the name of its registered

1		agent at such address upon the reinstatement of the
2		corporation; provided, however, that any change from
3		either the registered office or the registered agent at the
4		time of revocation is properly reported pursuant to Section
5		5.10 of this act.
6		(c) When a revoked corporation has complied with the
7		provisions of this Section, the Secretary of State shall file
8		the application for reinstatement.
9		(d) Upon the filing of the application for reinstatement,
10		the authority of the corporation to transact business in this
11		State shall be deemed to have continued without interruption
12		from the date of the issuance of the certificate of revocation,
13		and the corporation shall stand revived as if its certificate
14		of authority had not been revoked; and all acts and proceedings
15		of its officers, directors and shareholders, acting or
16		purporting to act as such, which would have been legal and
17		valid but for such revocation, shall stand ratified and
18		confirmed.
19		(Source: P.A. 92-33, eff. 7-1-01.)
20		(805 ILCS 5/13.75)
21		Sec. 13.75. Activities that do not constitute transacting
22		business. Without excluding other activities that may not
23		constitute transacting doing business in this State, a foreign
24		corporation shall not be considered to be transacting business
25		in this State, for purposes of this Article 13, by reason of
26		carrying on in this State any one or more of the following
27		activities:
28		(1) maintaining, defending, or settling any
29		proceeding;
30		(2) holding meetings of the board of directors or
31		shareholders or carrying on other activities concerning
32		internal corporate affairs;
33		(3) maintaining bank accounts;

1		(4) maintaining offices or agencies for the transfer,
2		exchange, and registration of the corporation's own
3		securities or maintaining trustees or depositaries with
4		respect to those securities;
5		(5) selling through independent contractors;
6		(6) soliciting or obtaining orders, whether by mail or
7		through employees or agents or otherwise, if orders require
8		acceptance outside this State before they become
9		contracts;
10		(7) (blank);
11		(8) (blank);
12		(9) owning, without more, real or personal property;
13		(10) conducting an isolated transaction that is
14		completed within 120 days and that is not one in the course
15		of repeated transactions of a like nature; or
16		(11) having a corporate officer or director who is a
17		resident of this State.
18		(Source: P.A. 93-59, eff. 7-1-03.)
19		(805 ILCS 5/14.01) (from Ch. 32, par. 14.01)
20		Sec. 14.01. Statement of election to establish an extended
21		filing month.
22		(a) Each domestic corporation and each foreign corporation
23		authorized to transact business in this State, having reported
24		on its last annual report, or articles of incorporation in the
25		case of a domestic corporation, or application for certificate
26		of authority in the case of a foreign corporation, an amount
27		less than 100% of its paid-in capital represented in Illinois,
28		may make an irrevocable, one time election to establish an
29		extended filing month for the purpose of filing annual reports
30		for all subsequent taxable years by filing pursuant to Section
31		1.10 within the time prescribed by subsection (c) of this
32		Section, a statement setting forth:
33		(1) The name of the corporation.

1		(2) The file number of the corporation as assigned by
2		the Secretary of State.
3		(3) The state or country under whose laws it was
4		organized, the date of incorporation or the date of the
5		filing of its application for issuance of its certificate
6		of authority, if a foreign corporation.
7		(4) The date of the fiscal year end immediately
8		preceding this election.
9		(5) The extended filing month, which month may be any
10		month in 1991 or a subsequent year which is one of the 9
11		months consecutively following the end of the
12		corporation's fiscal year, except that such month may not
13		be one of the 2 months immediately preceding the
14		corporation's anniversary month.
15		Notwithstanding the foregoing, a corporation whose
16		fiscal year ends within the 2 months immediately preceding
17		its anniversary month may not elect an extended filing
18		month.
19		(b) The statement of election shall be accompanied by an
20		interim annual report which shall set forth, as of the date of
21		filing of the statement, all of the information required
22		pursuant to Section 14.05 of this Act to be included in the
23		annual report except that the information required by
24		subparagraph (h) of Section 14.05 shall be the amounts
25		represented in this State as disclosed by the preceding annual
26		report or if no annual report is on file, from information
27		contained in the articles of incorporation of a domestic
28		corporation or the application for certificate of authority in
29		the case of a foreign corporation.
30		(c) The statement of election and interim annual report
31		referred to in this Section, together with all fees, taxes and
32		charges as prescribed by this Act and prorated in accordance
33		with Section 15.45 or 15.75, shall be delivered to the
34		Secretary of State within 60 days immediately preceding the

1		first day of the anniversary month of the corporation in 1991
2		or any subsequent year. Proof to the satisfaction of the
3		Secretary of State that prior to the first day of the
4		anniversary month of the corporation such statement of election
5		and interim annual report together with all fees, taxes and
6		charges as prescribed by this Act, were deposited in the United
7		States mail in a sealed envelope, properly addressed, with
8		postage prepaid, shall be deemed a compliance with this
9		requirement. If the Secretary of State finds that such
10		statement and reports conform to the requirements of this Act,
11		he or she shall file the same. If he or she finds that they do
12		not so conform, he or she shall promptly return the same to the
13		corporation for any necessary corrections, in which event the
14		penalties hereinafter prescribed for failure to file such
15		report within the time hereinabove provided shall not apply if
16		such statement, if applicable, and report are corrected to
17		conform to the requirements of this Act and returned to the
18		Secretary of State within 30 days of the date the report was
19		returned for corrections.
20		(d) Subsequent to the filing of the statement of election
21		and the interim annual report, the corporation shall file
22		within 60 days prior to the extended filing month a final
23		transition annual report reflecting the factual information
24		required by Section 14.05, and must pay the appropriate fees
25		and franchise taxes due, if any, or set forth the amount of any
26		overpayment to be credited against any other taxes applicable
27		under this Act which may thereafter be payable, in each case
28		based on any difference which may exist between its interim
29		annual report and its final transition annual report.
30		Compliance with this Section establishes a new reporting period
31		for documents required under Article 14 of this Act.
32		(Source: P.A. 86-985.)
33		(805 ILCS 5/15.10) (from Ch. 32, par. 15.10)

1		Sec. 15.10. Fees for filing documents. The Secretary of
2		State shall charge and collect for:
3		(a) Filing articles of incorporation, $150.
4		(b) Filing articles of amendment, $50, unless the amendment
5		is a restatement of the articles of incorporation, in which
6		case the fee shall be $150.
7		(c) Filing articles of merger or consolidation, $100, but
8		if the merger or consolidation involves more than 2
9		corporations, $50 for each additional corporation.
10		(d) Filing articles of share exchange, $100.
11		(e) Filing articles of dissolution, $5.
12		(f) Filing application to reserve a corporate name, $25.
13		(g) Filing a notice of transfer or cancellation of a
14		reserved corporate name, $25.
15		(h) Filing statement of change of address of registered
16		office or change of registered agent, or both, $25.
17		(i) Filing statement of the establishment of a series of
18		shares, $25.
19		(j) Filing an application of a foreign corporation for
20		authority to transact business in this State, $150.
21		(k) Filing an application of a foreign corporation for
22		amended authority to transact business in this State, $25.
23		(l) Filing a copy of amendment to the articles of
24		incorporation of a foreign corporation holding authority to
25		transact business in this State, $50, unless the amendment is a
26		restatement of the articles of incorporation, in which case the
27		fee shall be $150.
28		(m) Filing a copy of articles of merger of a foreign
29		corporation holding a certificate of authority to transact
30		business in this State, $100, but if the merger involves more
31		than 2 corporations, $50 for each additional corporation.
32		(n) Filing an application for withdrawal and final report
33		or a copy of articles of dissolution of a foreign corporation,
34		$25.

1		(o) Filing an annual report, interim annual report, or
2		final transition annual report of a domestic or foreign
3		corporation, $75.
4		(p) Filing an application for reinstatement of a domestic
5		or a foreign corporation, $200.
6		(q) Filing an application for use of an assumed corporate
7		name, $150 for each year or part thereof ending in 0 or 5, $120
8		for each year or part thereof ending in 1 or 6, $90 for each
9		year or part thereof ending in 2 or 7, $60 for each year or part
10		thereof ending in 3 or 8, $30 for each year or part thereof
11		ending in 4 or 9, between the date of filing the application
12		and the date of the renewal of the assumed corporate name; and
13		a renewal fee for each assumed corporate name, $150.
14		(r) To change an assumed corporate name for the period
15		remaining until the renewal date of the original assumed name,
16		$25.
17		(s) Filing an application for cancellation of an assumed
18		corporate name, $5.
19		(t) Filing an application to register the corporate name of
20		a foreign corporation, $50; and an annual renewal fee for the
21		registered name, $50.
22		(u) Filing an application for cancellation of a registered
23		name of a foreign corporation, $25.
24		(v) Filing a statement of correction, $50.
25		(w) Filing a petition for refund or adjustment, $5.
26		(x) Filing a statement of election of an extended filing
27		month, $25.
28		(y) Filing any other statement or report, $5.
29		(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 12-1-03; 93-59,
30		eff. 7-1-03; revised 9-5-03.)
31		(805 ILCS 5/15.45) (from Ch. 32, par. 15.45)
32		Sec. 15.45. Rate of franchise taxes payable by domestic
33		corporations.

1		(a) The annual franchise tax payable by each domestic
2		corporation shall be computed at the rate of 1/12 of 1/10 of 1%
3		for each calendar month or fraction thereof for the period
4		commencing on the first day of July 1983 to the first day of
5		the anniversary month in 1984, but in no event shall the amount
6		of the annual franchise tax be less than $2.08333 per month
7		assessed on a minimum of $25 per annum or more than
8		$83,333.333333 per month; commencing on January 1, 1984 to the
9		first day of the anniversary month in 2004, the annual
10		franchise tax payable by each domestic corporation shall be
11		computed at the rate of 1/10 of 1% for the 12-months' period
12		commencing on the first day of the anniversary month or, in
13		cases where a corporation has established an extended filing
14		month, the extended filing month of the corporation, but in no
15		event shall the amount of the annual franchise tax be less than
16		$25 nor more than $1,000,000 per annum; commencing with the
17		first anniversary month that occurs after December, 2003, the
18		annual franchise tax payable by each domestic corporation shall
19		be computed at the rate of 1/10 of 1% for the 12-months' period
20		commencing on the first day of the anniversary month or, in
21		cases where a corporation has established an extended filing
22		month, the extended filing month of the corporation, but in no
23		event shall the amount of the annual franchise tax be less than
24		$25 nor more than $2,000,000 per annum.
25		(b) The annual franchise tax payable by each domestic
26		corporation at the time of filing a statement of election and
27		interim annual report in connection with an anniversary month
28		prior to January, 2004 shall be computed at the rate of 1/10 of
29		1% for the 12 month period commencing on the first day of the
30		anniversary month of the corporation next following such
31		filing, but in no event shall the amount of the annual
32		franchise tax be less than $25 nor more than $1,000,000 per
33		annum; commencing with the first anniversary month that occurs
34		after December, 2003, the annual franchise tax payable by each

1		domestic corporation at the time of filing a statement of
2		election and interim annual report shall be computed at the
3		rate of 1/10 of 1% for the 12-month period commencing on the
4		first day of the anniversary month of the corporation next
5		following such filing, but in no event shall the amount of the
6		annual franchise tax be less than $25 nor more than $2,000,000
7		per annum.
8		(c) The annual franchise tax payable at the time of filing
9		the final transition annual report in connection with an
10		anniversary month prior to January, 2004 shall be an amount
11		equal to (i) 1/12 of 1/10 of 1% per month of the proportion of
12		paid-in capital represented in this State as shown in the final
13		transition annual report multiplied by (ii) the number of
14		months commencing with the anniversary month next following the
15		filing of the statement of election until, but excluding, the
16		second extended filing month, less the annual franchise tax
17		theretofore paid at the time of filing the statement of
18		election, but in no event shall the amount of the annual
19		franchise tax be less than $2.08333 per month assessed on a
20		minimum of $25 per annum or more than $83,333.333333 per month;
21		commencing with the first anniversary month that occurs after
22		December, 2003, the annual franchise tax payable at the time of
23		filing the final transition annual report shall be an amount
24		equal to (i) 1/12 of 1/10 of 1% per month of the proportion of
25		paid-in capital represented in this State as shown in the final
26		transition annual report multiplied by (ii) the number of
27		months commencing with the anniversary month next following the
28		filing of the statement of election until, but excluding, the
29		second extended filing month, less the annual franchise tax
30		theretofore paid at the time of filing the statement of
31		election, but in no event shall the amount of the annual
32		franchise tax be less than $2.08333 per month assessed on a
33		minimum of $25 per annum or more than $166,666.666666 per
34		month.

1		(d) The initial franchise tax payable after January 1,
2		1983, but prior to January 1, 1991, by each domestic
3		corporation shall be computed at the rate of 1/10 of 1% for the
4		12 months' period commencing on the first day of the
5		anniversary month in which the articles of incorporation are
6		filed by certificate of incorporation is issued to the
7		corporation under Section 2.10 of this Act, but in no event
8		shall the franchise tax be less than $25 nor more than
9		$1,000,000 per annum. The initial franchise tax payable on or
10		after January 1, 1991, but prior to January 1, 2004, by each
11		domestic corporation shall be computed at the rate of 15/100 of
12		1% for the 12 month period commencing on the first day of the
13		anniversary month in which the articles of incorporation are
14		filed in accordance with Section 2.10 of this Act, but in no
15		event shall the initial franchise tax be less than $25 nor more
16		than $1,000,000 per annum plus 1/20th of 1% of the basis
17		therefor. The initial franchise tax payable on or after January
18		1, 2004, by each domestic corporation shall be computed at the
19		rate of 15/100 of 1% for the 12-month period commencing on the
20		first day of the anniversary month in which the articles of
21		incorporation are filed in accordance with Section 2.10 of this
22		Act, but in no event shall the initial franchise tax be less
23		than $25 nor more than $2,000,000 per annum plus 1/10th of 1%
24		of the basis therefor.
25		(e) Each additional franchise tax payable by each domestic
26		corporation for the period beginning January 1, 1983 through
27		December 31, 1983 shall be computed at the rate of 1/12 of 1/10
28		of 1% for each calendar month or fraction thereof, between the
29		date of each respective increase in its paid-in capital and its
30		anniversary month in 1984; thereafter until the last day of the
31		month that is both after December 31, 1990 and the third month
32		immediately preceding the anniversary month in 1991, each
33		additional franchise tax payable by each domestic corporation
34		shall be computed at the rate of 1/12 of 1/10 of 1% for each

1		calendar month, or fraction thereof, between the date of each
2		respective increase in its paid-in capital and its next
3		anniversary month; however, if the increase occurs within the 2
4		month period immediately preceding the anniversary month, the
5		tax shall be computed to the anniversary month of the next
6		succeeding calendar year. Commencing with increases in paid-in
7		capital that occur subsequent to both December 31, 1990 and the
8		last day of the third month immediately preceding the
9		anniversary month in 1991, the additional franchise tax payable
10		by a domestic corporation shall be computed at the rate of
11		15/100 of 1%.
12		(Source: P.A. 93-32, eff. 12-1-03.)
13		(805 ILCS 5/15.80) (from Ch. 32, par. 15.80)
14		Sec. 15.80. Computation and collection of annual franchise
15		taxes - proceeding for dissolution or revocation if not paid.
16		(a) It shall be the duty of the Secretary of State to
17		collect all annual franchise taxes, penalties, and interest
18		imposed by or payable in accordance with this Act.
19		(b) During the calendar year 1983, each corporation must
20		pay its annual franchise tax within 60 days preceding July 1,
21		1983, for the taxable year beginning July 1, 1983 to each
22		corporation's anniversary month in 1984; thereafter, within 60
23		days prior to the first day of the anniversary month or, in
24		cases where a corporation has established an extended filing
25		month, the extended filing month each year the Secretary of
26		State shall collect from each corporation, domestic or foreign,
27		required to file an annual report in such year, the franchise
28		tax payable by it for the 12 months' period commencing on the
29		first day of the anniversary month or, in cases where a
30		corporation has established an extended filing month, the
31		extended filing month of such year or, in the case of a
32		corporation which has filed a statement of election of an
33		extended filing date, the interim period resulting therefrom in

1		accordance with the foregoing provisions; and, if it has failed
2		to file its annual report and pay its franchise tax within the
3		time prescribed by this Act, the penalties and interest will be
4		imposed pursuant to this Act upon such corporation for its
5		failure so to do; and the Secretary of State shall mail a
6		written notice to each corporation against which such tax is
7		payable, addressed to such corporation at its registered office
8		in this State, notifying the corporation: (1) of the amount of
9		franchise tax payable for the taxable year and the amount of
10		penalties and interest due for failure to file its annual
11		report and pay its franchise tax; and (2) that such tax and
12		penalties and interest shall be payable to the Secretary of
13		State. Failure to receive such notice shall not relieve the
14		corporation of its obligation to pay the tax and any penalties
15		and any interest due or invalidate the validity thereof.
16		(c) All annual franchise taxes for the taxable year
17		commencing on July 1, 1983 to the anniversary month of each
18		corporation in 1984 shall be due and payable by July 1, 1983.
19		Beginning with January 1984, all annual reports, fees, and
20		franchise taxes shall be due and payable prior to the first day
21		of the anniversary month or, in the case of a corporation which
22		has established an extended filing month subsequent to January
23		1, 1991, the extended filing month of each corporation each
24		year. If the annual franchise tax due from any corporation
25		subject to the provisions of this Act together with all
26		penalties and interest imposed thereon, shall not be paid to
27		the Secretary of State before the date of the year in which
28		such tax is due and payable, the Secretary of State shall
29		proceed under Section 12.40 of this Act for the dissolution of
30		a domestic corporation or under Section 13.55 for revocation of
31		a foreign corporation.
32		(d) For the purpose of enforcing collection, all annual
33		franchise taxes payable in accordance with this Act, and all
34		penalties due thereon and all interest and costs that shall

1		accrue in connection with the collection thereof, shall be a
2		prior and first lien on the real and personal property of the
3		corporation from and including the date of the year when such
4		franchise taxes become due and payable until such taxes,
5		penalties, interest, and costs shall have been paid.
6		(Source: P.A. 93-59, eff. 7-1-03.)
7		(805 ILCS 5/15.90) (from Ch. 32, par. 15.90)
8		Sec. 15.90. Statute of limitations.
9		(a) Except as otherwise provided in this Section and
10		notwithstanding anything to the contrary contained in any other
11		Section of this Act, no domestic corporation or foreign
12		corporation shall be obligated to pay any annual franchise tax,
13		fee, or penalty or interest thereon imposed under this Act, nor
14		shall any administrative or judicial sanction (including
15		dissolution) be imposed or enforced nor access to the courts of
16		this State be denied based upon nonpayment thereof more than 7
17		years after the date of filing the annual report with respect
18		to the period during which the obligation for the tax, fee,
19		penalty or interest arose, unless (1) within that 7 year period
20		the Secretary of State sends a written notice to the
21		corporation to the effect that (A) administrative or judicial
22		action to dissolve the corporation or revoke its certificate of
23		authority for nonpayment of a tax, fee, penalty or interest has
24		been commenced; or (B) the corporation has submitted a report
25		but has failed to pay a tax, fee, penalty or interest required
26		to be paid therewith; or (C) a report with respect to an event
27		or action giving rise to an obligation to pay a tax, fee,
28		penalty or interest is required but has not been filed, or has
29		been filed and is in error or incomplete; or (2) the annual
30		report by the corporation was filed with fraudulent intent to
31		evade taxes payable under this Act. A corporation nonetheless
32		shall be required to pay all taxes that would have been payable
33		during the most recent 7 year period due to a previously

1		unreported increase in paid-in capital that occurred prior to
2		that 7 year period and interest and penalties thereon for that
3		period.
4		(b) If within 2 years following a change in control of a
5		corporation the corporation voluntarily pays in good faith all
6		known obligations of the corporation imposed by this Article 15
7		with respect to reports that were required to have been filed
8		since the beginning of the 7 year period ending on the
9		effective date of the change in control, no action shall be
10		taken to enforce or collect obligations of that corporation
11		imposed by this Article 15 with respect to reports that were
12		required to have been filed prior to that 7 year period
13		regardless of whether the limitation period set forth in
14		subsection (a) is otherwise applicable. For purposes of this
15		subsection (b), a change in control means a transaction, or a
16		series of transactions consummated within a period of 180
17		consecutive days, as a result of which a person which owned
18		less than 10% of the shares having the power to elect directors
19		of the corporation acquires shares such that the person becomes
20		the holder of 80% or more of the shares having such power. For
21		purposes of this subsection (b) a person means any natural
22		person, corporation, partnership, trust or other entity
23		together with all other persons controlled by, controlling or
24		under common control with such person.
25		(c) Except as otherwise provided in this Section and
26		notwithstanding anything to the contrary contained in any other
27		Section of this Act, no foreign corporation that has not
28		previously obtained a certificate of authority under this Act
29		shall, upon voluntary application for a certificate of
30		authority filed with the Secretary of State prior to January 1,
31		2001, be obligated to pay any tax, fee, penalty, or interest
32		imposed under this Act, nor shall any administrative or
33		judicial sanction be imposed or enforced based upon nonpayment
34		thereof with respect to a period during which the obligation

1		arose that is prior to January 1, 1993 unless (1) prior to
2		receipt of the application for a certificate of authority the
3		Secretary of State had sent written notice to the corporation
4		regarding its failure to obtain a certificate of authority, (2)
5		the corporation had submitted an application for a certificate
6		of authority previously but had failed to pay any tax, fee,
7		penalty or interest to be paid therewith, or (3) the
8		application for a certificate of authority was submitted by the
9		corporation with fraudulent intent to evade taxes payable under
10		this Act. A corporation nonetheless shall be required to pay
11		all taxes and fees due under this Act that would have been
12		payable since January 1, 1993 as a result of commencing the
13		transaction of its business in this State and interest thereon
14		for that period.
15		(Source: P.A. 90-421, eff. 1-1-98.)

16		Section 10. The General Not For Profit Corporation Act of
17		1986 is amended by changing Sections 101.45, 101.70, 104.05,
18		104.10, 104.20, 105.05, 105.10, 111.37, 112.45, 112.50,
19		113.20, 113.55, 113.60, and 113.70 as follows:
20		(805 ILCS 105/101.45) (from Ch. 32, par. 101.45)
21		Sec. 101.45. Judicial review under the Administrative
22		Review Law. If the Secretary of State shall fail to approve any
23		articles of incorporation, amendment, merger, consolidation,
24		or dissolution, or any other document required by this Act to
25		be approved by the Secretary of State before the same shall be
26		filed in his or her office, the Secretary shall, within 10 days
27		after the delivery thereof to him or her, give written notice
28		of his or her disapproval to the person or corporation,
29		domestic or foreign, delivering the same, specifying the
30		reasons therefor. The decision of the Secretary of State is
31		subject to judicial review under the Administrative Review Law,
32		as now or hereafter amended.

1		If the Secretary of State shall revoke the certificate of
2		authority to conduct affairs in this State of any foreign
3		corporation, pursuant to this Act, such decision shall be
4		subject to judicial review under the Administrative Review Law,
5		as now or hereafter amended.
6		Appeals from all final orders and judgment entered by the
7		circuit court under this section in review of any ruling or
8		decision of the Secretary of State may be taken as in other
9		civil actions by either party to the proceeding.
10		(Source: P.A. 84-1423.)
11		(805 ILCS 105/101.70) (from Ch. 32, par. 101.70)
12		Sec. 101.70. Application of Act. (a) Except as otherwise
13		provided in this Act, the provisions of this Act relating to
14		domestic corporations shall apply to:
15		(1) All corporations organized hereunder;
16		(2) All corporations heretofore organized under the
17		"General Not for Profit Corporation Act", approved July 17,
18		1943, as amended;
19		(3) All not-for-profit corporations heretofore organized
20		under Sections 29 to 34, inclusive, of an Act entitled "An Act
21		Concerning Corporations" approved April 18, 1872, in force July
22		1, 1872, as amended;
23		(4) Each not-for-profit corporation, without shares or
24		capital stock, heretofore organized under any general law or
25		created by Special Act of the Legislature of this State for a
26		purpose or purposes for which a corporation may be organized
27		under this Act, but not otherwise entitled to the rights,
28		privileges, immunities and franchises provided by this Act,
29		which shall elect to accept this Act as hereinafter provided;
30		and
31		(5) Each corporation having shares or capital stock,
32		heretofore organized under any general law or created by
33		Special Act of the Legislature of this State prior to the

1		adoption of the Constitution of 1870, for a purpose or purposes
2		for which a corporation may be organized under this Act, which
3		shall elect to accept this Act as hereinafter provided.
4		(b) Except as otherwise provided by this Act, the
5		provisions of this Act relating to foreign corporations shall
6		apply to:
7		(1) All foreign corporations which procure a certificate of
8		authority hereunder to conduct affairs in this State;
9		(2) All foreign corporations heretofore having a
10		certificate of authority to conduct affairs in this State under
11		the "General Not for Profit Corporation Act", approved July 17,
12		1943, as amended; and
13		(3) All foreign not-for-profit corporations conducting
14		affairs in this State for a purpose or purposes for which a
15		corporation might be organized under this Act.
16		(c) The provisions of subsection (b) of Section 110.05 of
17		this Act relating to revival of the articles of incorporation
18		and extension of the period of corporate duration of a domestic
19		corporation shall apply to all corporations organized under the
20		"General Not for Profit Corporation Act", approved July 17,
21		1943, as amended, and whose period of duration has expired.
22		(d) The provisions of Section 112.45 of this Act relating
23		to reinstatement following administrative dissolution of a
24		domestic corporation shall apply to all corporations
25		involuntarily dissolved after June 30, 1974, by the Secretary
26		of State, pursuant to Section 50a of the "General Not for
27		Profit Corporation Act", approved July 17, 1943, as amended.
28		(e) The provisions of Section 113.60 of this Act relating
29		to reinstatement following revocation of the certificate of
30		authority of a foreign corporation to conduct affairs shall
31		apply to all foreign corporations which had their certificates
32		of authority revoked by the Secretary of State pursuant to
33		Section 84 or Section 84a of the "General Not for Profit
34		Corporation Act", approved July 17, 1943, as amended.

1		(Source: P.A. 84-1423.)
2		(805 ILCS 105/104.05) (from Ch. 32, par. 104.05)
3		Sec. 104.05. Corporate name of domestic or foreign
4		corporation.
5		(a) The corporate name of a domestic corporation or of a
6		foreign corporation organized, existing or subject to the
7		provisions of this Act:
8		(1) May contain, separate and apart from any other word
9		or abbreviation in such name, the word "corporation,"
10		"company," "incorporated," or "limited," or an
11		abbreviation of one of such words;
12		(2) Must end with the letters "NFP" if the corporate
13		name contains any word or phrase which indicates or implies
14		that the corporation is organized for any purpose other
15		than a purpose for which corporations may be organized
16		under this Act or a purpose other than a purpose set forth
17		in the corporation's articles of incorporation;
18		(3) Shall be distinguishable upon the records in the
19		the office of the Secretary of State from the name or
20		assumed name of any domestic corporation or limited
21		liability company organized under the Limited Liability
22		Company Act, whether for profit or not for profit, existing
23		under any Act of this State or the name or assumed name of
24		any foreign corporation or foreign limited liability
25		company registered under the Limited Liability Company
26		Act, whether for profit or not for profit, authorized to
27		transact business or conduct affairs in this State, or a
28		name the exclusive right to which is, at the time, reserved
29		or registered in the manner provided in this Act or Section
30		1-15 of the Limited Liability Company Act, except that,
31		subject to the discretion of the Secretary of State, a
32		foreign corporation that has a name prohibited by this
33		paragraph may be issued a certificate of authority to

1		conduct its affairs in this State, if the foreign
2		corporation:
3		(i) Elects to adopt an assumed corporation name or
4		names in accordance with Section 104.15 of this Act;
5		and
6		(ii) Agrees in its application for a certificate of
7		authority to conduct affairs in this State only under
8		such assumed corporate name or names;
9		(4) Shall not contain a word or phrase, or an
10		abbreviation or derivation thereof, the use of which is
11		prohibited or restricted by any other statute of this State
12		unless such restriction has been complied with;
13		(5) Shall consist of letters of the English alphabet,
14		Arabic or Roman numerals, or symbols capable of being
15		readily reproduced by the office of the Secretary of State;
16		(6) Shall not contain the words "regular democrat,"
17		"regular democratic," "regular republican," "democrat,"
18		"democratic," or "republican," nor the name of any other
19		established political party, unless consent to usage of
20		such words or name is given to the corporation by the State
21		central committee of such established political party;
22		notwithstanding any other provisions of this Act, any
23		corporation, whose name at the time this amendatory Act
24		takes effect contains any of the words listed in this
25		paragraph shall certify to the Secretary of State no later
26		than January 1, 1989, that consent has been given by the
27		State central committee; consent given to a corporation by
28		the State central committee to use the above listed words
29		may be revoked upon notification to the corporation and the
30		Secretary of State; and
31		(7) Shall be the name under which the corporation shall
32		conduct affairs in this State unless the corporation shall
33		also elect to adopt an assumed corporate name or names as
34		provided in this Act; provided, however, that the

1		corporation may use any divisional designation or trade
2		name without complying with the requirements of this Act,
3		provided the corporation also clearly discloses its
4		corporate name.
5		(b) The Secretary of State shall determine whether a name
6		is "distinguishable" from another name for purposes of this
7		Act. Without excluding other names which may not constitute
8		distinguishable names in this State, a name is not considered
9		distinguishable, for purposes of this Act, solely because it
10		contains one or more of the following:
11		(1) The word "corporation," "company," "incorporated,"
12		or "limited" or an abbreviation of one of such words;
13		(2) Articles, conjunctions, contractions,
14		abbreviations, different tenses or number of the same word.
15		(c) Nothing in this Section or Sections 104.15 or 104.20 of
16		this Act shall:
17		(1) Require any domestic corporation existing or any
18		foreign corporation having a certificate of authority to
19		conduct affairs on the effective date of this Act, to
20		modify or otherwise change its corporate name or assumed
21		corporate name, if any; or
22		(2) Abrogate or limit the common law or statutory law
23		of unfair competition or unfair trade practices, nor
24		derogate from the common law or principles of equity or the
25		statutes of this State or of the United States with respect
26		to the right to acquire and protect copyrights, trade
27		names, trade marks, service names, service marks, or any
28		other right to the exclusive use of name or symbols.
29		(Source: P.A. 92-33, eff. 7-1-01.)
30		(805 ILCS 105/104.10) (from Ch. 32, par. 104.10)
31		Sec. 104.10. Reserved name. The exclusive right to the use
32		of a corporate name or an assumed corporate name, as the case
33		may be, may be reserved by:

1		(a) Any person intending to organize a corporation under
2		this Act;
3		(b) Any domestic corporation intending to change its name;
4		(c) Any foreign corporation intending to make application
5		for a certificate of authority to conduct affairs in this
6		State;
7		(d) Any foreign corporation authorized to conduct affairs
8		in this State and intending to change its name;
9		(e) Any person intending to organize a foreign corporation
10		and intending to have such corporation make application for a
11		certificate of authority to conduct affairs in this State;
12		(f) Any domestic corporation intending to adopt an assumed
13		corporate name; or
14		(g) Any foreign corporation authorized to conduct affairs
15		in this State and intending to adopt an assumed corporate name.
16		Such reservation shall be made by filing in the office of
17		the Secretary of State an application to reserve a specified
18		corporate name or a specified assumed corporate name, executed
19		by the applicant. If the Secretary of State finds that such
20		name is available for corporate use, he or she shall reserve
21		the same for the exclusive use of such applicant for a period
22		of ninety days or until surrendered by a written cancellation
23		document signed by the applicant, whichever is sooner.
24		The right to the exclusive use of a specified corporate
25		name or assumed corporate name so reserved may be transferred
26		to any other person by filing in the office of the Secretary of
27		State a notice of such transfer, executed by the person for
28		whom such name was reserved, and specifying the name and
29		address of the transferee.
30		The Secretary of State may revoke any reservation if, after
31		a hearing, he or she finds that the application therefor or any
32		transfer thereof was made contrary to this Act.
33		(Source: P.A. 84-1423.)

1		(805 ILCS 105/104.20) (from Ch. 32, par. 104.20)
2		Sec. 104.20. Change and cancellation of assumed corporate
3		name. (a) Any domestic or foreign corporation may, pursuant to
4		resolution by its board of directors, change or cancel any or
5		all of its assumed corporate names by executing and filing, in
6		accordance with Section 101.10 of this Act, an application
7		setting forth:
8		(1) The true corporate name;
9		(2) The state or country under the laws of which it is
10		organized;
11		(3) That it intends to cease conducting affairs under an
12		assumed corporate name by changing or canceling it;
13		(4) The assumed corporate name to be changed from or
14		cancelled;
15		(5) If the assumed corporate name is to be changed, the
16		assumed corporate name which the corporation proposes to use.
17		(b) Upon the filing of an application to change an assumed
18		corporate name, the corporation shall have the right to use
19		such assumed corporate name for the period authorized by
20		subsection (d) of Section 104.15 of this Act.
21		(c) The right to use an assumed corporate name shall be
22		cancelled by the Secretary of State:
23		(1) If the corporation fails to renew an assumed corporate
24		name;
25		(2) If the corporation has filed an application to change
26		or cancel an assumed corporate name;
27		(3) If a domestic corporation has been dissolved;
28		(4) If a foreign corporation has had its certificate of
29		authority to conduct affairs in this State revoked.
30		(Source: P.A. 85-1269.)
31		(805 ILCS 105/105.05) (from Ch. 32, par. 105.05)
32		Sec. 105.05. Registered office and registered agent.
33		(a) Each domestic corporation and each foreign corporation

1		having authority to conduct affairs in this State shall have
2		and continuously maintain in this State:
3		(1) A registered office which may be, but need not be,
4		the same as its place of business in this State.
5		(2) A registered agent, which agent may be either an
6		individual, resident in this State, whose business office
7		is identical with such registered office, or a domestic
8		corporation for profit or a foreign corporation for profit
9		authorized to conduct affairs in this State that is
10		authorized by its articles of incorporation to act as such
11		agent, having a business office identical with such
12		registered office.
13		(b) The address, including street and number, if any, of
14		the initial registered office, and the name of the initial
15		registered agent of each corporation organized under this Act
16		shall be stated in its articles of incorporation; and of each
17		foreign corporation shall be stated in its application for
18		authority to conduct affairs in this State.
19		(c) In the event of dissolution of a corporation, either
20		voluntary, administrative, or judicial, the registered agent
21		and the registered office of the corporation on record with the
22		Secretary of State on the date of the issuance of the
23		certificate or judgment of dissolution shall be an agent of the
24		corporation upon whom claims can be served or service of
25		process can be had during the two year post-dissolution period
26		provided in Section 112.80 of this Act, unless such agent
27		resigns or the corporation properly reports a change of
28		registered office or registered agent.
29		(d) In the event of revocation of a certificate of
30		authority of a foreign corporation to conduct affairs, the
31		registered agent and the registered office of the corporation
32		on record with the Secretary of State on the date of the
33		issuance of the certificate of revocation shall be an agent of
34		the corporation upon whom claims can be served or service of

1		process can be had, unless such agent resigns.
2		(Source: P.A. 92-33, eff. 7-1-01.)
3		(805 ILCS 105/105.10) (from Ch. 32, par. 105.10)
4		Sec. 105.10. Change of registered office or registered
5		agent.
6		(a) A domestic corporation or a foreign corporation may
7		from time to time change the address of its registered office.
8		A domestic corporation or a foreign corporation shall change
9		its registered agent if the office of registered agent shall
10		become vacant for any reason, or if its registered agent
11		becomes disqualified or incapacitated to act, or if the
12		corporation revokes the appointment of its registered agent.
13		(b) A domestic corporation or a foreign corporation may
14		change the address of its registered office or change its
15		registered agent, or both, by so indicating on the statement of
16		change on the annual report of that corporation filed pursuant
17		to Section 114.10 of this Act or by executing and filing in
18		duplicate, in accordance with Section 101.10 of this Act, a
19		statement setting forth:
20		(1) the name of the corporation;
21		(2) the address, including street and number, or rural
22		route number, of its then registered office;
23		(3) if the address of its registered office be changed,
24		the address, including street and number, or rural route
25		number, to which the registered office is to be changed;
26		(4) the name of its then registered agent;
27		(5) if its registered agent be changed, the name of its
28		successor registered agent;
29		(6) that the address of its registered office and the
30		address of the business office of its registered agent, as
31		changed, will be identical;
32		(7) that such change was authorized by resolution duly
33		adopted by the board of directors.

1		(c) A legible copy of the statement of change as on the
2		annual report returned by the Secretary of State shall be filed
3		for record within the time prescribed by this Act in the office
4		of the Recorder of the county in which the registered office of
5		the corporation in this State was situated before the filing of
6		the statement in the Office of the Secretary of State.
7		(d) If the registered office is changed from one county to
8		another county, then the corporation shall also file for record
9		within the time prescribed by this Act in the office of the
10		Recorder of the county to which such registered office is
11		changed:
12		(1) In the case of a domestic corporation:
13		(i) A copy of its articles of incorporation
14		certified by the Secretary of State.
15		(ii) A copy of the statement of change of address
16		of its registered office, certified by the Secretary of
17		State.
18		(2) In the case of a foreign corporation:
19		(i) A copy of its application for authority to
20		transact business in this State, certified by the
21		Secretary of State.
22		(ii) A copy of all amendments to such certificate
23		of authority, if any, likewise certified by the
24		Secretary of State.
25		(iii) A copy of the statement of change of address
26		of its registered office certified by the Secretary of
27		State.
28		(e) The change of address of the registered office, or the
29		change of registered agent, or both, as the case may be, shall
30		become effective upon the filing of such statement by the
31		Secretary of State.
32		(Source: P.A. 91-357, eff. 7-29-99; 92-33, eff. 7-1-01.)
33		(805 ILCS 105/111.37) (from Ch. 32, par. 111.37)

1		Sec. 111.37. Merger of domestic corporations and domestic
2		or foreign corporations for profit.
3		(a) One or more domestic corporations and one or more
4		domestic or foreign corporations for profit may merge into one
5		of such domestic corporations or consolidate into a new
6		domestic corporation, provided that such merger or
7		consolidation is permitted by the laws of the state or country
8		under which each such foreign corporation for profit is
9		organized.
10		(b) Each domestic corporation shall comply with the
11		provisions of this Act with respect to the merger or
12		consolidation of domestic corporations, each domestic
13		corporation for profit shall comply with the provisions of the
14		Business Corporation Act of 1983, as amended, with respect to
15		merger or consolidation of domestic corporations for profit,
16		each foreign corporation for profit shall comply with the laws
17		of the State or country under which it is organized, and each
18		foreign corporation for profit having a certificate of
19		authority to transact business in this State under the
20		provisions of the Business Corporation Act of 1983, as amended,
21		shall comply with the provisions of such Act with respect to
22		merger or consolidation of foreign corporations for profit.
23		(c) The plan of merger or consolidation shall set forth, in
24		addition to all matters required by Section 111.05 of this Act,
25		the manner and basis of converting shares of each merging or
26		consolidating domestic or foreign corporation for profit into
27		membership or other interests of the surviving domestic
28		corporation, or into cash, or into property, or into any
29		combination of the foregoing.
30		(d) The effect of a merger or consolidation under this
31		Section shall be the same as in the case of a merger or
32		consolidation of domestic corporations.
33		(Source: P.A. 93-59, eff. 7-1-03.)

1		(805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
2		Sec. 112.45. Reinstatement following administrative
3		dissolution.
4		(a) A domestic corporation administratively dissolved
5		under Section 112.40 of this Act may be reinstated by the
6		Secretary of State within five years following the date of
7		issuance of the certificate of dissolution upon:
8		(1) The filing of an application for reinstatement;
9		(2) The filing with the Secretary of State by the
10		corporation of all reports then due and theretofore
11		becoming due;
12		(3) The payment to the Secretary of State by the
13		corporation of all fees and penalties then due and
14		theretofore becoming due.
15		(b) The application for reinstatement shall be executed and
16		filed in duplicate in accordance with Section 101.10 of this
17		Act and shall set forth:
18		(1) The name of the corporation at the time of the
19		issuance of the certificate of dissolution;
20		(2) If such name is not available for use as determined
21		by the Secretary of State at the time of filing the
22		application for reinstatement, the name of the corporation
23		as changed; provided, however, that any change of name is
24		properly effected pursuant to Section 110.05 and Section
25		110.30 of this Act;
26		(3) The date of the issuance of the certificate of
27		dissolution;
28		(4) The address, including street and number, or rural
29		route number, of the registered office of the corporation
30		upon reinstatement thereof, and the name of its registered
31		agent at such address upon the reinstatement of the
32		corporation, provided however, that any change from either
33		the registered office or the registered agent at the time
34		of dissolution is properly reported pursuant to Section

1		105.10 of this Act.
2		(c) When a dissolved corporation has complied with the
3		provisions of this Section, the Secretary of State shall file
4		the application for reinstatement.
5		(d) Upon the filing of the application for reinstatement,
6		the corporate existence shall be deemed to have continued
7		without interruption from the date of the issuance of the
8		certificate of dissolution, and the corporation shall stand
9		revived with such powers, duties and obligations as if it had
10		not been dissolved; and all acts and proceedings of its
11		officers, directors and members, acting or purporting to act as
12		such, which would have been legal and valid but for such
13		dissolution, shall stand ratified and confirmed.
14		(Source: P.A. 92-33, eff. 7-1-01.)
15		(805 ILCS 105/112.50) (from Ch. 32, par. 112.50)
16		Sec. 112.50. Grounds for judicial dissolution. A Circuit
17		Court may dissolve a corporation:
18		(a) In an action by the Attorney General, if it is
19		established that:
20		(1) The corporation filed its articles obtained its
21		certificate of incorporation through fraud; or
22		(2) The corporation has continued to exceed or abuse the
23		authority conferred upon it by law, or has continued to violate
24		the law, after notice of the same has been given to such
25		corporation, either personally or by registered mail; or
26		(3) Any interrogatory propounded by the Secretary of State
27		to the corporation, its officers or directors, as provided in
28		this Act, has been answered falsely or has not been answered
29		fully within 30 days after the mailing of such interrogatories
30		by the Secretary of State or within such extension of time as
31		shall have been authorized by the Secretary of State;
32		(4) The corporation has solicited money and failed to use
33		the money for the purpose which it was solicited, or has

1		fraudulently solicited money or fraudulently used the money
2		solicited; or
3		(5) The corporation has substantially and willfully
4		violated the provisions of the Consumer Fraud and Deceptive
5		Business Practices Act.
6		(b) In an action by a member entitled to vote, or a
7		director, if it is established that:
8		(1) The directors are deadlocked, whether because of even
9		division in the number thereof or because of greater than
10		majority voting requirements in the articles of incorporation
11		or the bylaws, in the management of the corporate affairs; the
12		members are unable to break the deadlock; and irreparable
13		injury to the corporation is thereby caused or threatened;
14		(2) The directors or those in control of the corporation
15		have acted, are acting, or will act in a manner that is
16		illegal, oppressive or fraudulent;
17		(3) The corporate assets are being misapplied or wasted; or
18		(4) The corporation is unable to carry out its purposes.
19		(c) In an action by a creditor, if it is established that:
20		(1) The creditor's claim has been reduced to judgment, the
21		judgment has been returned unsatisfied, and the corporation is
22		insolvent; or
23		(2) The corporation has admitted in writing that the
24		creditor's claim is due and owing, and the corporation is
25		insolvent.
26		(d) In an action by the corporation to dissolve under court
27		supervision, if it is established that the corporation is
28		unable to carry out its purposes.
29		(Source: P.A. 84-1423.)
30		(805 ILCS 105/113.20) (from Ch. 32, par. 113.20)
31		Sec. 113.20. Effect of certificate of authority. Upon the
32		filing of the application for authority by the Secretary of
33		State, the corporation shall have the right to conduct affairs

1		in this State for those purposes set forth in its application,
2		subject, however, to the right of this State to revoke such
3		right to conduct affairs in this State as provided in this Act.
4		(Source: P.A. 92-33, eff. 7-1-01.)
5		(805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
6		Sec. 113.55. Procedure for revocation of certificate of
7		authority.
8		(a) After the Secretary of State determines that one or
9		more grounds exist under Section 113.50 of this Act for the
10		revocation of authority of a foreign corporation, he or she
11		shall send by regular mail to each delinquent corporation a
12		Notice of Delinquency to its registered office, or, if the
13		corporation has failed to maintain a registered office, then to
14		the president or other principal officer at the last known
15		office of said officer.
16		(b) If the corporation does not correct the default within
17		90 days following such notice, the Secretary of State shall
18		thereupon revoke the authority of the corporation by issuing a
19		certificate of revocation that recites the grounds for
20		revocation and its effective date. The Secretary of State shall
21		file the original of the certificate in his or her office, mail
22		one copy to the corporation at its registered office or, if the
23		corporation has failed to maintain a registered office, then to
24		the president or other principal officer at the last known
25		office of said officer, and file one copy for record in the
26		office of the Recorder of the county in which the registered
27		office of the corporation in this State is situated, to be
28		recorded by such Recorder. The Recorder shall submit for
29		payment, on a quarterly basis, to the Secretary of State the
30		amount of filing fees incurred.
31		(c) Upon the issuance of the certificate of revocation, the
32		authority of the corporation to conduct affairs in this State
33		shall cease and such revoked corporation shall not thereafter

1		conduct any affairs in this State.
2		(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
3		(805 ILCS 105/113.60) (from Ch. 32, par. 113.60)
4		Sec. 113.60. Reinstatement following revocation.
5		(a) A foreign corporation revoked under Section 113.55 of
6		this Act may be reinstated by the Secretary of State within
7		five years following the date of issuance of the certificate of
8		revocation upon:
9		(1) The filing of an application for reinstatement;
10		(2) The filing with the Secretary of State by the
11		corporation of all reports then due and theretofore
12		becoming due; and
13		(3) The payment to the Secretary of State by the
14		corporation of all fees and penalties then due and
15		theretofore becoming due.
16		(b) The application for reinstatement shall be executed and
17		filed in duplicate in accordance with Section 101.10 of this
18		Act and shall set forth:
19		(1) The name of the corporation at the time of the
20		issuance of the certificate of revocation;
21		(2) If such name is not available for use as determined
22		by the Secretary of State at the time of filing the
23		application for reinstatement, the name of the corporation
24		as changed, or the assumed corporate name which the
25		corporation elects to adopt for use in this State in
26		accordance with Section 104.05; provided, however, that
27		any change of name is properly effected pursuant to
28		Sections 113.30 and Section 113.40 of this Act, and any
29		adoption of assumed corporate name is properly effected
30		pursuant to Section 104.15 of this Act;
31		(3) The date of the issuance of the certificate of
32		revocation; and
33		(4) The address, including street and number, or rural

1		route number, of the registered office of the corporation
2		upon reinstatement thereof, and the name of its registered
3		agent at such address upon the reinstatement of the
4		corporation; provided, however, that any change from
5		either the registered office or the registered agent at the
6		time of revocation is properly reported pursuant to Section
7		105.10 of this Act.
8		(c) When a revoked corporation has complied with the
9		provisions of this Section, the Secretary of State shall file
10		the application for reinstatement.
11		(d) Upon the filing of the application for reinstatement,
12		the authority of the corporation to conduct affairs in this
13		State shall be deemed to have continued without interruption
14		from the date of the issuance of the certificate of revocation,
15		and the corporation shall stand revived as if its authority had
16		not been revoked; and all acts and proceedings of its officers,
17		directors and members, acting or purporting to act as such,
18		which would have been legal and valid but for such revocation,
19		shall stand ratified and confirmed.
20		(Source: P.A. 92-33, eff. 7-1-01.)
21		(805 ILCS 105/113.70) (from Ch. 32, par. 113.70)
22		Sec. 113.70. Conducting affairs without authority. No
23		foreign corporation conducting affairs in this state without
24		authority to do so is permitted to maintain a civil action in
25		any court of this State, until such corporation obtains such
26		authority. Nor shall a civil action be maintained in any court
27		of this State by any successor or assignee of such corporation
28		on any right, claim or demand arising out of conducting affairs
29		by such corporation in this State, until authority to conduct
30		affairs in this State is obtained by such corporation or by a
31		corporation which has acquired all or substantially all of its
32		assets. The failure of a foreign corporation to obtain a
33		certificate of authority to conduct affairs in this State does

1		not impair the validity of any contract or act of such
2		corporation, and does not prevent such corporation from
3		defending any action in any court of this State.
4		(Source: P.A. 92-33, eff. 7-1-01.)

5		Section 15. The Limited Liability Company Act is amended by
6		changing Sections 5-47, 5-48, 35-40, 45-65, and 50-15 and by
7		adding Sections 35-2 and 35-6 as follows:
8		(805 ILCS 180/5-47)
9		Sec. 5-47. Statement of correction.
10		(a) Whenever any instrument authorized to be filed with the
11		Secretary of State under any provision of this Act has been so
12		filed and, as of the date of the action therein referred to,
13		contains any misstatement of fact, typographical error, error
14		of transcription, or any other error or defect or was
15		defectively or erroneously executed, such instrument may be
16		corrected by filing, in accordance with Section 5-45 of this
17		Act, a statement of correction.
18		(b) A statement of correction shall set forth the
19		following:
20		(1) The name of the limited liability company and the
21		state or country under the laws of which it is organized.
22		(2) The title of the instrument being corrected and the
23		date it was filed by with the Secretary of State.
24		(3) The inaccuracy, error, or defect to be corrected
25		and the portion of the instrument in corrected form.
26		(c) A statement of correction shall be executed in the same
27		manner in which the instrument being corrected was required to
28		be executed.
29		(d) The corrected instrument shall be effective as of the
30		date the original instrument was filed.
31		(e) A statement of correction shall not do any of the
32		following:

1		(1) Effect any change or amendment of articles which
2		would not in all respects have complied with the
3		requirements of this Act at the time of filing the
4		instrument being corrected.
5		(2) Take the place of any document, statement, or
6		report otherwise required to be filed by this Act.
7		(3) Affect any right or liability accrued or incurred
8		before such filing, except that any right or liability
9		accrued or incurred by reason of the error or defect being
10		corrected shall be extinguished by such filing if the
11		person having such right has not detrimentally relied on
12		the original instrument.
13		(4) Alter the provisions of the articles of
14		organization with respect to the limited liability company
15		name or purpose and the names and addresses of the
16		organizers, initial manager or managers, and initial
17		member or members.
18		(5) Alter the provisions of the application for
19		admission to transact business as a foreign limited
20		liability company with respect to the limited liability
21		name.
22		(6) Alter the provisions of the application to adopt or
23		change an assumed limited liability company name with
24		respect to the assumed limited liability company name.
25		(7) Alter the wording of any resolution as filed in any
26		document with the Secretary of State and which was in fact
27		adopted by the members or managers.
28		(Source: P.A. 93-59, eff. 7-1-03.)
29		(805 ILCS 180/5-48)
30		Sec. 5-48. Petition for refund.
31		(a) Any domestic or foreign limited liability company
32		having authority to transact business in this State may
33		petition the Secretary of State for a refund of fees claimed to

1		have been erroneously paid, subject to the following
2		limitations:
3		(1) No refund shall be made unless a petition for such
4		shall have refund has been filed in accordance with Section
5		5-45 of this Act within 3 years after the amount to be
6		refunded was paid.
7		(2) If the refund claimed is based upon an instrument
8		filed with the Secretary of State which contained a
9		misstatement of fact, typographical error, error of
10		transcription, or other error or defect, no refund of any
11		fee shall be made unless a statement of correction has been
12		filed in accordance with Section 5-47 of this Act.
13		(b) The petition for refund shall be executed in accordance
14		with Section 5-45 of this Act and shall set forth the
15		following:
16		(1) The name of the limited liability company and the
17		state or country under the laws of which it is organized.
18		(2) The amount of the claim.
19		(3) The details of the transaction and all facts upon
20		which the petitioner relies.
21		(4) Any other information required by rule.
22		(c) If the Secretary of State determines that the amount
23		paid is incorrect, he or she shall refund to the limited
24		liability company any amount paid in excess of the proper
25		amount; provided, however, that no refund shall be made for an
26		amount less than $200, and any refund in excess of that amount
27		shall be reduced by $200; and provided further, that such
28		refund shall be made without payment of interest.
29		(Source: P.A. 93-59, eff. 7-1-03.)
30		(805 ILCS 180/35-2 new)
31		Sec. 35-2. Articles of dissolution.
32		(a) When a voluntary dissolution has been authorized as
33		provided by this Act, articles of dissolution shall be executed

1		and filed in duplicate in accordance with Section 5.45 of this
2		Act and shall set forth:
3		(1) The name of the limited liability company.
4		(2) The date the dissolution was authorized.
5		(3) A post-office address to which may be mailed a copy
6		of any process against the limited liability company that
7		may be served on the Secretary of State.
8		(4) A statement that the number or percentage of
9		members specified in the Operating Agreement, as the case
10		may be, have consented to the dissolution.
11		(b) When the provisions of this Section have been complied
12		with, the Secretary of State shall file the articles of
13		dissolution.
14		(c) The dissolution is effective on the date of the filing
15		of the articles thereof by the Secretary of State.
16		(805 ILCS 180/35-6 new)
17		Sec. 35-6. Revocation of dissolution.
18		(a) A limited liability company may revoke its dissolution
19		within 60 days of the effective date of the dissolution if the
20		company has not begun to distribute its assets or has not
21		commenced a proceeding for court-supervision of its winding up
22		under Section 35-4.
23		(b) Within 60 days after the dissolution has been revoked
24		by the company, articles of revocation of dissolution shall be
25		executed and filed in duplicate in accordance with Section 5-45
26		of this Act and shall set forth:
27		(1) The name of the limited liability company.
28		(2) The effective date of the dissolution that was
29		revoked.
30		(3) A statement that the limited liability company has
31		not begun to distribute its assets nor has it commenced a
32		proceeding for court-supervision of its winding up.
33		(4) The date the revocation of dissolution was

1		authorized.
2		(5) A statement that the members of the limited
3		liability company revoked the dissolution.
4		(c) When the provisions of this Section have been complied
5		with, the Secretary of State shall file the articles of
6		revocation of dissolution.
7		(d) The revocation of dissolution is effective on the date
8		of filing thereof by the Secretary of State and shall relate
9		back and take effect as of the date of dissolution and the
10		limited liability company may resume carrying on business as if
11		dissolution had never occurred.
12		(805 ILCS 180/35-40)
13		Sec. 35-40. Reinstatement following administrative
14		dissolution.
15		(a) A limited liability company administratively dissolved
16		under Section 35-25 may be reinstated by the Secretary of State
17		within 5 years following the date of issuance of the notice of
18		dissolution upon the occurrence of all of the following:
19		(1) The filing of an application for reinstatement.
20		(2) The filing with the Secretary of State by the
21		limited liability company of all reports then due and
22		theretofore becoming due.
23		(3) The payment to the Secretary of State by the
24		limited liability company of all fees and penalties then
25		due and theretofore becoming due.
26		(b) The application for reinstatement shall be executed and
27		filed in duplicate in accordance with Section 5-45 of this Act
28		and shall set forth all of the following:
29		(1) The name of the limited liability company at the
30		time of the issuance of the notice of dissolution.
31		(2) If the name is not available for use as determined
32		by the Secretary of State at the time of filing the
33		application for reinstatement, the name of the limited

1		liability company as changed, provided that any change of
2		name is properly effected under Section 1-10 and Section
3		1-15 of this Act.
4		(3) The date of issuance of the notice of dissolution.
5		(4) The address, including street and number or rural
6		route number of the registered office of the limited
7		liability company upon reinstatement thereof and the name
8		of its registered agent at that address upon the
9		reinstatement of the limited liability company, provided
10		that any change from either the registered office or the
11		registered agent at the time of dissolution is properly
12		reported under Section 1-35 of this Act.
13		(c) When a dissolved limited liability company has complied
14		with the provisions of the Section, the Secretary of State
15		shall file the application for reinstatement.
16		(d) Upon the filing of the application for reinstatement,
17		the limited liability company existence shall be deemed to have
18		continued without interruption from the date of the issuance of
19		the notice of dissolution, and the limited liability company
20		shall stand revived with the powers, duties, and obligations as
21		if it had not been dissolved; and all acts and proceedings of
22		its members or managers, acting or purporting to act in that
23		capacity, that would have been legal and valid but for the
24		dissolution, shall stand ratified and confirmed.
25		(Source: P.A. 92-33, eff. 7-1-01.)
26		(805 ILCS 180/45-65)
27		Sec. 45-65. Reinstatement following revocation.
28		(a) A limited liability company whose admission has been
29		revoked under Section 45-35 may be reinstated by the Secretary
30		of State within 5 years following the date of issuance of the
31		certificate of revocation upon the occurrence of all of the
32		following:
33		(1) The filing of the application for reinstatement.

1		(2) The filing with the Secretary of State by the
2		limited liability company of all reports then due and
3		becoming due.
4		(3) The payment to the Secretary of State by the
5		limited liability company of all fees and penalties then
6		due and becoming due.
7		(b) The application for reinstatement shall be executed and
8		filed in duplicate in accordance with Section 5-45 and shall
9		set forth all of the following:
10		(1) The name of the limited liability company at the
11		time of the issuance of the notice of revocation.
12		(2) If the name is not available for use as determined
13		by the Secretary of State at the time of filing the
14		application for reinstatement, the name of the limited
15		liability company as changed, provided that any change is
16		properly effected under Sections 1-10 and 45-25.
17		(3) The date of the issuance of the notice of
18		revocation.
19		(4) The address, including street and number or rural
20		route number of the registered office of the limited
21		liability company upon reinstatement and the name of its
22		registered agent at that address upon the reinstatement of
23		the limited liability company, provided that any change
24		from either the registered office or the registered agent
25		at the time of revocation is properly reported under
26		Section 1-35.
27		(c) When a limited liability company whose admission has
28		been revoked has complied with the provisions of this Section,
29		the Secretary of State shall file the application for
30		reinstatement.
31		(d) Upon the filing of the application for reinstatement:
32		(i) the admission of the limited liability company to transact
33		business in this State shall be deemed to have continued
34		without interruption from the date of the issuance of the

1		notice of revocation, (ii) the limited liability company shall
2		stand revived with the powers, duties, and obligations as if
3		its admission had not been revoked, and (iii) all acts and
4		proceedings of its members or managers, acting or purporting to
5		act in that capacity, that would have been legal and valid but
6		for the revocation, shall stand ratified and confirmed.
7		(Source: P.A. 92-33, eff. 7-1-01.)
8		(805 ILCS 180/50-15)
9		Sec. 50-15. Penalty.
10		(a) The Secretary of State shall declare any limited
11		liability company or foreign limited liability company to be
12		delinquent and not in good standing if any of the following
13		occur:
14		(1) It has failed to file its annual report and pay the
15		requisite fee as required by this Act before the first day
16		of the anniversary month in the year in which it is due.
17		(2) It has failed to appoint and maintain a registered
18		agent in Illinois within 60 days of notification of the
19		Secretary of State by the resigning registered agent.
20		(3) (Blank).
21		(b) If the limited liability company or foreign limited
22		liability company has not corrected the default within the time
23		periods prescribed by this Act, the Secretary of State shall be
24		empowered to invoke any of the following penalties:
25		(1) For failure or refusal to comply with subsection
26		(a) of this Section within 60 days after the due date, a
27		penalty of $300 plus $100 for each year or fraction thereof
28		beginning with the second year of delinquency until
29		returned to good standing or until reinstatement is
30		effected..
31		(2) The Secretary of State shall not file any
32		additional documents, amendments, reports, or other papers
33		relating to any limited liability company or foreign

1		limited liability company organized under or subject to the
2		provisions of this Act until any delinquency under
3		subsection (a) is satisfied.
4		(3) In response to inquiries received in the Office of
5		the Secretary of State from any party regarding a limited
6		liability company that is delinquent, the Secretary of
7		State may show the limited liability company as not in good
8		standing.
9		(Source: P.A. 93-32, eff. 12-1-03.)

10		(805 ILCS 180/35-15 rep.)
11		Section 20. The Limited Liability Company Act is amended by
12		repealing Section 35-15.

13		Section 25. The Uniform Partnership Act is amended by
14		adding Sections 3.1 and 8.3.5 as follows:
15		(805 ILCS 205/3.1 new)
16		Sec. 3.1. Statement of correction.
17		(a) Whenever any instrument authorized to be filed with the
18		Secretary of State under any provision of this Act has been so
19		filed and, as of the date of the action therein referred to,
20		contains any misstatement of fact, typographical error, error
21		of transcription or any other error of defect or was
22		defectively or erroneously executed, such instrument may be
23		corrected by filing a statement of correction.
24		(b) A statement of correction shall set forth:
25		(1) The name of the registered limited liability
26		partnership and the State or country under the laws of
27		which it is organized;
28		(2) The title of the instrument being corrected and the
29		date it was filed by the Secretary of State;
30		(3) The inaccuracy, error or defect to be corrected and
31		the portion of the instrument in corrected form.

1		(c) A statement of correction shall be executed in the same
2		manner in which the instrument being corrected was required to
3		be executed.
4		(d) The corrected instrument shall be effective as of the
5		date the original instrument was filed.
6		(e) A statement of correction shall not:
7		(1) Effect any change or amendment which would not in
8		all respects have complied with the requirements of this
9		Act at the time of filing the instrument being corrected;
10		(2) Take the place of any document, statement or report
11		otherwise required to be field by this Act;
12		(3) Affect any right or liability accrued or incurred
13		before such filing, except that any right or liability
14		accrued or incurred by reason of the error or defect being
15		corrected shall be extinguished by such filing if the
16		person having such right has not detrimentally relied on
17		the original instrument;
18		(4) Alter the provisions of the registered limited
19		liability partnership with respect to the name or purpose;
20		(5) Alter the provisions of the application for
21		registration of a foreign limited liability partnership
22		with respect to the partnership's name;
23		(6) Alter the wording of any resolution as filed in any
24		document with the Secretary of State and which was in fact
25		adopted by the partners.
26		(f) The filing fee for a statement of correction shall be
27		$25.
28		(805 ILCS 205/8.3.5 new)
29		Sec. 8.3.5. Activities that do not constitute transacting
30		business.
31		(a) Without excluding other activities that may not
32		constitute transacting business in this State, a foreign
33		partnership shall not be considered to be transacting business

1		in this State, for purposes of this Act, by reason of carrying
2		on in this State any one or more of the following activities:
3		(1) maintaining, defending, or settling any
4		proceeding;
5		(2) holding meetings of the partners or carrying on
6		other activities concerning internal partnership affairs;
7		(3) maintaining bank accounts;
8		(4) maintaining offices or agencies for the transfer,
9		exchange, and registration of the partnership's own
10		securities or maintaining trustees or depositaries with
11		respect to those securities;
12		(5) selling through independent contractors;
13		(6) soliciting or obtaining orders, whether by mail or
14		through employees or agents or otherwise, if orders require
15		acceptance outside this State before they become
16		contracts;
17		(7) owning, without more, real or personal property;
18		(8) conducting an isolated transaction that is
19		completed within 120 days and that is not one in the course
20		of repeated transactions of a like nature; or
21		(9) having a partner who is a resident of this State.
22		(b) This Section has no application to the question of
23		whether any partnership is subject to service of process and
24		suit in this State under any law of this State.

25		Section 30. The Uniform Partnership Act (1997) is amended
26		by changing Sections 108 and 1104 and by adding Section 110 as
27		follows:
28		(805 ILCS 206/108)
29		Sec. 108. Fees.
30		(a) The Secretary of State shall charge and collect in
31		accordance with the provisions of this Act and rules
32		promulgated under its authority:

1		(1) fees for filing documents;
2		(2) miscellaneous charges; and
3		(3) fees for the sale of lists of filings, copies of
4		any documents, and the sale or release of any information.
5		(b) The Secretary of State shall charge and collect:
6		(1) for furnishing a copy or certified copy of any
7		document, instrument, or paper relating to a registered
8		limited liability partnership, $1 per page, but not less
9		than $25, and $25 for the certificate and for affixing the
10		seal to the certificate;
11		(2) for the transfer of information by computer process
12		media to any purchaser, fees established by rule;
13		(3) for filing a statement of partnership authority,
14		$25;
15		(4) for filing a statement of denial, $25;
16		(5) for filing a statement of dissociation, $25;
17		(6) for filing a statement of dissolution, $100;
18		(7) for filing a statement of merger, $100;
19		(8) for filing a statement of qualification for a
20		limited liability partnership organized under the laws of
21		this State, $100 for each partner, but in no event shall
22		the fee be less than $200 or exceed $5,000;
23		(9) for filing a statement of foreign qualification,
24		$500;
25		(10) for filing a renewal statement for a limited
26		liability partnership organized under the laws of this
27		State, $100 for each partner, but in no event shall the fee
28		be less than $200 or exceed $5,000;
29		(11) for filing a renewal statement for a foreign
30		limited liability partnership, $300.
31		(12) for filing an amendment or cancellation of a
32		statement, $25;
33		(13) for filing a statement of withdrawal, $100;
34		(14) for the purposes of changing the registered agent

1		name or registered office, or both, $25; .
2		(15) for filing a statement of correction, $25.
3		(c) All fees collected pursuant to this Act shall be
4		deposited into the Division of Corporations Limited Liability
5		Partnership Fund.
6		(d) There is hereby continued in the State treasury a
7		special fund to be known as the Division of Corporations
8		Limited Liability Partnership Fund. Moneys deposited into the
9		Fund shall, subject to appropriation, be used by the Business
10		Services Division of the Office of the Secretary of State to
11		administer the responsibilities of the Secretary of State under
12		this Act. The balance of the Fund at the end of any fiscal year
13		shall not exceed $200,000, and any amount in excess thereof
14		shall be transferred to the General Revenue Fund.
15		(Source: P.A. 92-740, eff. 1-1-03.)
16		(805 ILCS 206/110 new)
17		Sec. 110. Statement of correction.
18		(a) Whenever any instrument authorized to be filed with the
19		Secretary of State under any provision of this Act has been so
20		filed and, as of the date of the action therein referred to,
21		contains any misstatement of fact, typographical error, error
22		of transcription or any other error or defect or was
23		defectively or erroneously executed, such instrument may be
24		corrected by filing a statement of correction.
25		(b) A statement of correction shall set forth:
26		(1) The name of the partnership or registered limited
27		liability partnership and the State or country under the
28		laws of which it is organized;
29		(2) The title of the instrument being corrected and the
30		date it was filed by the Secretary of State;
31		(3) The inaccuracy, error or defect to be corrected and
32		the portion of the instrument in corrected form.
33		(c) A statement of correction shall be executed in the same

1		manner in which the instrument being corrected was required to
2		be executed.
3		(d) The corrected instrument shall be effective as of the
4		date the original instrument was filed.
5		(e) A statement of correction shall not:
6		(1) Effect any change or amendment which would not in
7		all respects have complied with the requirements of this
8		Act at the time of filing the instrument being corrected;
9		(2) Take the place of any document, statement or report
10		otherwise required to be filed by this Act;
11		(3) Affect any right or liability accrued or incurred
12		before such filing, except that any right or liability
13		accrued or incurred by reason of the error or defect being
14		corrected shall be extinguished by such filing if the
15		person having such right has not detrimentally relied on
16		the original instrument;
17		(4) Alter the provisions of the partnership or
18		registered limited liability partnership with respect to
19		the name or purpose;
20		(5) Alter the provisions of the application for
21		registration of a foreign limited liability partnership
22		with respect to the partnership's name;
23		(6) Alter the wording of any resolution as filed in any
24		document with the Secretary of State and which was in fact
25		adopted by the partners.
26		(805 ILCS 206/1104)
27		Sec. 1104. Activities that do not constitute transacting
28		business.
29		(a) Without excluding other activities that may not
30		constitute transacting business in this State, a foreign
31		partnership or registered limited liability partnership shall
32		not be considered to be transacting business in this State, for
33		purposes of this Article 9, by reason of carrying on in this

1		State any on or more of the following activities:
2		(1) maintaining, defending, or settling any
3		proceeding;
4		(2) holding meetings of the partners or carrying on
5		other activities concerning internal partnership affairs;
6		(3) maintaining bank accounts;
7		(4) maintaining offices or agencies for the transfer,
8		exchange, and registration of the limited liability
9		partnership's own securities or maintaining trustees or
10		depositaries with respect to those securities;
11		(5) selling through independent contractors;
12		(6) soliciting or obtaining orders, whether by mail or
13		through employees or agents or otherwise, if orders require
14		acceptance outside this State before they become
15		contracts;
16		(7) owning, without more, real or personal property;
17		(8) conducting an isolated transaction that is
18		completed within 120 days and that is not one in the course
19		of repeated transactions of a like nature; or
20		(9) having a partner who is a resident of this State.
21		(b) This Section has no application to the question of
22		whether any partnership or registered limited liability
23		partnership is subject to service of process and suit in this
24		State under any law of this State.
25		Activities not constituting transacting business.
26		(a) Activities of a foreign limited liability partnership
27		which do not constitute transacting business for the purpose of
28		this Article include:
29		(1) maintaining, defending, or settling an action or
30		proceeding;
31		(2) holding meetings of its partners or carrying on any
32		other activity concerning its internal affairs;
33		(3) maintaining bank accounts;
34		(4) maintaining offices or agencies for the transfer,

1		exchange, and registration of the partnership's own
2		securities or maintaining trustees or depositories with
3		respect to those securities;
4		(5) selling through independent contractors;
5		(6) soliciting or obtaining orders, whether by mail or
6		through employees or agents or otherwise, if the orders
7		require acceptance outside this State before they become
8		contracts;
9		(7) creating or acquiring indebtedness, with or
10		without a mortgage, or other security interest in property;
11		(8) collecting debts or foreclosing mortgages or other
12		security interests in property securing the debts, and
13		holding, protecting, and maintaining property so acquired;
14		(9) conducting an isolated transaction that is
15		completed within 30 days and is not one in the course of
16		similar transactions; and
17		(10) transacting business in interstate commerce.
18		(b) For purposes of this Article, the ownership in this
19		State of income-producing real property or tangible personal
20		property, other than property excluded under subsection (a) of
21		this Section, constitutes transacting business in this State.
22		(c) This Section does not apply in determining the contacts
23		or activities that may subject a foreign limited liability
24		partnership to service of process, taxation, or regulation
25		under any other law of this State.
26		(Source: P.A. 92-740, eff. 1-1-03.)

27		Section 35. The Revised Uniform Limited Partnership Act is
28		amended by changing Sections 801, 1102, and 1110 and by adding
29		Sections 109, 806, 807, 912, 913, and 914 as follows:
30		(805 ILCS 210/109 new)
31		Sec. 109. Statement of correction.
32		(a) Whenever any instrument authorized to be filed with the

1		Secretary of State under any provision of this Act has been so
2		filed and, as of the date of the action therein referred to,
3		contains any misstatement of fact, typographical error, error
4		of transcription or any other error or defect or was
5		defectively or erroneously executed, such instrument may be
6		corrected by filing a statement of correction.
7		(b) A statement of correction shall set forth:
8		(1) The name of the limited partnership and the State
9		or country under the laws of which it is organized;
10		(2) The title of the instrument being corrected and the
11		date it was filed by the Secretary of State;
12		(3) The inaccuracy, error or defect to be corrected and
13		the portion of the instrument in corrected form.
14		(c) A statement of correction shall be executed in the same
15		manner in which the instrument being corrected was required to
16		be executed.
17		(d) The corrected instrument shall be effective as of the
18		date the original instrument was filed.
19		(e) A statement of correction shall not:
20		(1) Effect any change or amendment which would not in
21		all respects have complied with the requirements of this
22		Act at the time of filing the instrument being corrected;
23		(2) Take the place of any document, statement or report
24		otherwise required to be filed by this Act;
25		(3) Affect any right or liability accrued or incurred
26		before such filing, except that any right or liability
27		accrued or incurred by reason of the error or defect being
28		corrected shall be extinguished by such filing if the
29		person having such right has not detrimentally relied on
30		the original instrument;
31		(4) Alter the provision of the limited partnership with
32		respect to the name or purpose and the names and addresses
33		of the partners;
34		(5) Alter the provisions of the application for

1		registration of a foreign limited partnership with respect
2		to the partnership's name;
3		(6) Alter the wording of any resolution as filed in any
4		document with the Secretary of State which was in fact
5		adopted by the partners.
6		(805 ILCS 210/801) (from Ch. 106 1/2, par. 158-1)
7		Sec. 801. Dissolution. A limited partnership is dissolved
8		and its affairs shall be wound up upon the happening of the
9		first to occur of the following:
10		(a) at the time or upon the happening of events specified
11		in the partnership agreement;
12		(b) written consent of all partners;
13		(c) an event of withdrawal of a general partner unless at
14		the time there is at least one other general partner and the
15		partnership agreement permits the business of the limited
16		partnership to be carried on by the remaining general partner
17		and that partner does so, but the limited partnership is not
18		dissolved and is not required to be wound up by reason of any
19		event of withdrawal, if, within 90 days after the withdrawal,
20		all partners (or such lesser number of partners as is provided
21		for in the written provisions of the partnership agreement)
22		agree in writing to continue the business of the limited
23		partnership and to the appointment of one or more additional
24		general partners if necessary or desired; or
25		(d) entry of a decree of judicial dissolution under Section
26		802; or .
27		(e) administrative dissolution under Section 806.
28		(Source: P.A. 92-33, eff. 7-1-01.)
29		(805 ILCS 210/806 new)
30		Sec. 806. Procedure for administrative dissolution.
31		(a) If the Secretary of State determines under Section 1109
32		of this Act that a limited partnership is delinquent and has

1		not corrected the default within the time periods prescribed by
2		this Act, the Secretary of State shall send a notice of
3		delinquency by regular mail to the limited partnership at its
4		registered office, or, if the partnership has failed to
5		maintain a registered office, to the last known address shown
6		on the records of the Secretary of State for the address of the
7		office at which records of the limited partnership are
8		maintained in accordance with Section 104 of this Act.
9		(b) If the limited partnership does not correct the
10		delinquency within 90 days following the date of the notice of
11		delinquency, the Secretary of State shall thereupon dissolve
12		the limited partnership by issuing a certificate of dissolution
13		that recites the grounds for dissolution and its effective
14		date. The Secretary of State shall file the original
15		certificate in his or her office and mail one copy to the
16		limited partnership at its registered office, or, if the
17		partnership has failed to maintain a registered office, to the
18		last known address shown on the records of the Secretary of
19		State for the address of the office at which records of the
20		limited partnership are maintained under Section 104 of this
21		Act.
22		(c) Upon the administrative dissolution of a limited
23		partnership:
24		(1) the Secretary of State shall file a certificate of
25		cancellation of the certificate of limited partnership
26		under Section 203 of this Act which sets forth the
27		information required in paragraphs (1) through (4)
28		thereof; and
29		(2) a dissolved limited partnership shall continue for
30		only the purpose of winding up its business. A dissolved
31		partnership may only take actions necessary to wind up its
32		business and affairs.
33		(805 ILCS 210/807 new)

1		Sec. 807. Reinstatement following administrative
2		dissolution.
3		(a) A limited partnership administratively dissolved
4		pursuant to Section 806 of this Act may be reinstate by the
5		Secretary of State years following the date of issuance of the
6		certificate of dissolution upon the occurrence of all of the
7		following:
8		(1) the filing of an application for reinstatement;
9		(2) the filing with the Secretary of State by the
10		limited partnership of all reports then due and theretofore
11		becoming due; and
12		(3) the payment to the Secretary of State by the
13		limited partnership of all fees and penalties then due and
14		theretofore becoming due.
15		(b) The application for reinstatement shall be executed and
16		filed in accordance with Section 206 of this Act and shall set
17		forth all of the following:
18		(1) the name of the limited partnership at the time of
19		the issuance of the certificate of dissolution;
20		(2) the date of the issuance of the certificate of
21		dissolution; and
22		(3) the address, including street and number or rural
23		route number of the registered office of the limited
24		partnership upon reinstatement thereof and the name of its
25		registered agent at that address, provided that any change
26		from either the registered office or the registered agent
27		at the time of dissolution is properly reported in
28		accordance with Section 202 of this Act.
29		(c) When a limited partnership that has been dissolved
30		under Section 806 has complied with the provisions of this
31		Section, the Secretary of State shall file the application for
32		reinstatement.
33		(d) Upon the filing of the application for reinstatement,
34		the limited partnership's existence shall be deemed to have

1		continued without interruption from the date of the issuance of
2		the certificate of dissolution, and the limited partnership
3		shall stand revived with the powers, duties and obligations as
4		if it had not been dissolved; and all acts and proceedings of
5		its general partners and agents, acting or purporting to act in
6		that capacity, that would have been legal and valid but for the
7		dissolution, shall stand ratified and confirmed.
8		(805 ILCS 210/912 new)
9		Sec. 912. Administrative cancellation of application for
10		admission.
11		(a) If the Secretary of State determines under Section 1109
12		of this Act that a foreign limited partnership is delinquent
13		and has not corrected the default within the time periods
14		prescribed by this Act, the Secretary of State shall send a
15		notice of delinquency by regular mail to the foreign limited
16		partnership at its registered office, or, if the partnership
17		has failed to maintain a registered office, to the last known
18		address shown on the records of the Secretary of State for the
19		address of the office required to be maintained under Section
20		902(a)(6) of this Act.
21		(b) If the foreign limited partnership does not correct the
22		delinquency within 90 days following the date of the notice of
23		delinquency, the Secretary of State shall thereupon cancel the
24		application for admission of the foreign limited partnership by
25		issuing a certificate of cancellation that recites the grounds
26		for cancellation its effective date. The Secretary of State
27		shall file the original of the certificate in his or her office
28		and mail one copy to the limited partnership at its registered
29		office, or, if the partnership has failed to maintain a
30		registered office, to the last known address shown on the
31		records of the Secretary of State for the address of the office
32		required to be maintained under Section 902(a)(6) of this Act.
33		(c) Upon the administrative cancellation of the

1		application for admission of a foreign limited partnership:
2		(1) the Secretary of State shall file a certificate of
3		cancellation of the application for admission of the
4		foreign limited partnership pursuant to Section 906 of this
5		Act which sets forth the information required by paragraphs
6		(a) and (b) thereof; and
7		(2) a foreign limited partnership whose application
8		for admission has been cancelled shall thereby (i)
9		surrender its authority to transact business in this State,
10		(ii) revoke the authority of its agent for service of
11		process in this State to accept service of process, and
12		(iii) consent that service of process in any suit, action
13		or proceeding arising out of the transaction of business in
14		this State may be made on such foreign limited partnership
15		by service thereof on the Secretary of State as provided in
16		Section 909 of this Act.
17		(805 ILCS 210/913 new)
18		Sec. 913. Reinstatement following administrative
19		cancellation.
20		(a) A foreign limited partnership whose application for
21		admission has been cancelled pursuant to Section 912 of this
22		Act may be reinstated by the Secretary of State following the
23		date of issuance of the certificate of cancellation upon the
24		occurrence of all of the following:
25		(1) the filing of the application for reinstatement;
26		(2) the filing with the Secretary of state by the
27		foreign limited partnership of all reports then due and
28		becoming due; and
29		(3) the payment to the Secretary of State by the
30		foreign limited partnership of all fees and penalties then
31		due and becoming due.
32		(b) The application for reinstatement shall be executed and
33		filed in accordance with Section 903 of this Act and shall set

1		forth all of the following:
2		(1) the name of the foreign limited partnership at the
3		time of the issuance of the notice of cancellation;
4		(2) the date of the issuance of the notice; and
5		(3) the address, including street and number or rural
6		route number, or the registered office of the foreign
7		limited partnership upon reinstatement and the name of its
8		registered agent at that address, provided that any change
9		from either the registered office of the registered agent
10		at the time of revocation is properly reported in
11		accordance with Section 905 of this Act.
12		(c) When a foreign limited partnership whose admission has
13		been cancelled under Section 912 of this Act has complied with
14		the provisions of this Section, the Secretary of State shall
15		file the application for reinstatement.
16		(d) Upon the filing of the application for reinstatement:
17		(i) the admission of the foreign limited partnership to
18		transact business in this State shall be deemed to have
19		continued without interruption from the date of the issuance of
20		the certificate of cancellation, (ii) the foreign limited
21		partnership shall stand revived with the powers, duties and
22		obligations as if its admission had not been revoked, and (iii)
23		all facts and proceedings of its general partners and agents,
24		acting or purporting to act in that capacity, that would have
25		been legal and valid but for the revocation, shall stand
26		ratified and confirmed.
27		(805 ILCS 210/914 new)
28		Sec. 914. Activities that do not constitute transacting
29		business.
30		(a) Without excluding other activities that may not
31		constitute doing business in this State, a foreign limited
32		partnership shall not be considered to be transacting business
33		in this State, for purposes of this Article 9, by reason of

1		carrying on in this State any one or more of the following
2		activities:
3		(1) maintaining, defending, or settling any
4		proceeding;
5		(2) holding meetings of the partners or carrying on
6		other activities concerning internal partnership affairs;
7		(3) maintaining bank accounts;
8		(4) maintaining offices or agencies for the transfer,
9		exchange, and registration of the limited partnership's
10		own securities or maintaining trustees or depositaries
11		with respect to those securities;
12		(5) selling through independent contractors;
13		(6) soliciting or obtaining orders, whether by mail or
14		through employees or agents or otherwise, if orders require
15		acceptance outside this State before they become
16		contracts;
17		(7) owning, without more, real or personal property;
18		(8) conducting an isolated transaction that is
19		completed within 120 days and that is not one in the course
20		of repeated transactions of a like nature; or
21		(9) having a limited or general partner who is a
22		resident of this State.
23		(b) This Section has no application to the question of
24		whether any limited partnership is subject to service of
25		process and suit in this State under any law of this State.
26		(805 ILCS 210/1102) (from Ch. 106 1/2, par. 161-2)
27		Sec. 1102. Fees.
28		(a) The Secretary of State shall charge and collect in
29		accordance with the provisions of this Act and rules
30		promulgated pursuant to its authority:
31		(1) fees for filing documents;
32		(2) miscellaneous charges;
33		(3) fees for the sale of lists of filings, copies of

1		any documents, and for the sale or release of any
2		information.
3		(b) The Secretary of State shall charge and collect for:
4		(1) filing certificates of limited partnership
5		(domestic), certificates of admission (foreign), restated
6		certificates of limited partnership (domestic), and
7		restated certificates of admission (foreign), $150;
8		(2) filing certificates to be governed by this Act,
9		$50;
10		(3) filing amendments and certificates of amendment,
11		$50;
12		(4) filing certificates of cancellation, $25;
13		(5) filing an application for use of an assumed name
14		pursuant to Section 108 of this Act, $150 for each year or
15		part thereof ending in 0 or 5, $120 for each year or part
16		thereof ending in 1 or 6, $90 for each year or part thereof
17		ending in 2 or 7, $60 for each year or part thereof ending
18		in 3 or 8, $30 for each year or part thereof ending in 4 or
19		9, and a renewal fee for each assumed name, $150;
20		(6) filing a renewal report of a domestic or foreign
21		limited partnership, $150 if filed as required by this Act,
22		plus $100 penalty if delinquent;
23		(7) filing an application for reinstatement of a
24		domestic or foreign limited partnership, and for issuing a
25		certificate of reinstatement, $200;
26		(7.1) filing a statement of correction, $25;
27		(8) filing any other document, $50.
28		(c) The Secretary of State shall charge and collect:
29		(1) for furnishing a copy or certified copy of any
30		document, instrument or paper relating to a domestic
31		limited partnership or foreign limited partnership, $25;
32		and
33		(2) for the transfer of information by computer process
34		media to any purchaser, fees established by rule.

1		(Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 7-1-03.)
2		(805 ILCS 210/1110) (from Ch. 106 1/2, par. 161-10)
3		Sec. 1110. Return to good standing Reinstatement. Except in
4		the case of a limited partnership that has been
5		administratively dissolved pursuant to Section 806 or a foreign
6		limited partnership whose application for admission has been
7		cancelled pursuant to Section 912, a (a) A limited partnership
8		or foreign limited partnership which has been delinquent may
9		return to good standing upon:
10		(1) the filing with the Secretary of State by the limited
11		partnership or foreign limited partnership of all
12		applications, reports, information requirements, registrations
13		and renewals when due and theretofore becoming due; and
14		(2) the payment to the Secretary of State by the limited
15		partnership or foreign limited partnership of all fees and
16		penalties then due and theretofore becoming due.
17		(Source: P.A. 85-403.)

18		Section 40. The Co-operative Act is amended by changing
19		Section 22 as follows:
20		(805 ILCS 310/22) (from Ch. 32, par. 326)
21		Sec. 22. No corporation or association hereafter organized
22		or doing business for profit in this State shall be entitled to
23		use the term "Co-operative" as a part of its corporate or other
24		business name or title unless it has complied with the
25		provisions of this Act, except (1) a corporation or association
26		organized under the Business Corporation Act of 1983 the
27		General Not For Profit Corporation Act of 1986 for the purpose
28		of ownership or administration of residential property on a
29		cooperative basis, or a corporation or association organized
30		under the Business Corporation Act of 1983 for the same purpose
31		or (2) a cooperative corporation organized under the General

1		Not for Profit Corporation Act of 1986 or its predecessor or
2		successor Act. Any corporation or association violating the
3		provision of this Section may be enjoined from doing business
4		under such name at the instance of any shareholder of any
5		association or corporation organized under this Act.
6		(Source: P.A. 90-233, eff. 7-25-97.)

7		Section 45. The Uniform Commercial Code is amended by
8		changing Section 9-525 as follows:
9		(810 ILCS 5/9-525)
10		Sec. 9-525. Fees.
11		(a) Initial financing statement or other record: general
12		rule. Except as otherwise provided in subsection (e), the fee
13		for filing and indexing a record under this Part, other than an
14		initial financing statement of the kind described in subsection
15		(b), is:
16		(1) $20 if the record is communicated in writing and
17		consists of one or two pages;
18		(2) $20 if the record is communicated in writing and
19		consists of more than two pages; and
20		(3) $20 if the record is communicated by another medium
21		authorized by filing-office rule.
22		(b) Initial financing statement: public-finance and
23		manufactured-housing transactions. Except as otherwise
24		provided in subsection (e), the fee for filing and indexing an
25		initial financing statement of the following kind is:
26		(1) $20 if the financing statement indicates that it is
27		filed in connection with a public-finance transaction;
28		(2) $20 if the financing statement indicates that it is
29		filed in connection with a manufactured-home transaction.
30		(c) Number of names. The number of names required to be
31		indexed does not affect the amount of the fee in subsections
32		(a) and (b).

1		(d) Response to information request. The fee for responding
2		to a request for information from the filing office, including
3		for issuing a certificate showing communicating whether there
4		is on file any financing statement naming a particular debtor,
5		is:
6		(1) $10 if the request is communicated in writing; and
7		(2) $10 if the request is communicated by another
8		medium authorized by filing-office rule.
9		(e) Record of mortgage. This Section does not require a fee
10		with respect to a record of a mortgage which is effective as a
11		financing statement filed as a fixture filing or as a financing
12		statement covering as-extracted collateral or timber to be cut
13		under Section 9-502(c). However, the recording and
14		satisfaction fees that otherwise would be applicable to the
15		record of the mortgage apply.
16		(f) Of the total money collected for each filing with the
17		Secretary of State of an original financing statement, amended
18		statement, continuation, or assignment, or for a release of
19		collateral, $12 of the filing fee shall be paid into the
20		Secretary of State Special Services Fund. The remaining $8
21		shall be deposited into the General Revenue Fund in the State
22		Treasury.
23		(Source: P.A. 91-893, eff. 7-1-01.)

Section 99. Effective date. This Act takes effect August 1, 2004.".