SB0468 Engrossed LRB094 10798 RXD 41271 b

1     AN ACT concerning business.
 
2     Be it enacted by the People of the State of Illinois,
3 represented in the General Assembly:
 
4     Section 5. The Library Incorporation Act is amended by
5 changing Sections 3, 3.1, and 4 as follows:
 
6     (75 ILCS 60/3)  (from Ch. 81, par. 34)
7     Sec. 3. Upon the filing in his office of such a statement
8 as above stated the Secretary of State shall issue to the
9 incorporators, under his signature and seal of State, articles
10 of incorporation comprised of a certificate, of which the above
11 stated statement shall be a part, declaring that the
12 organization of the corporation is completed. The
13 incorporators shall thereupon cause such articles of
14 incorporation certificate to be recorded in a proper record
15 book for the purpose in the office of the recorder of the
16 county in which the library is to be located; and thereupon the
17 corporation shall be deemed fully organized and may proceed to
18 carry out its corporate purposes, and may receive by
19 conveyance, from the trustees under the will, deed or other
20 instrument of donation, the property provided by will or
21 otherwise as above stated for the endowment of the library, and
22 may hold the same in whatever form it may have been received or
23 conveyed by the trustees until such form is changed by the
24 action of the said corporation.
25 (Source: P.A. 84-550.)
 
26     (75 ILCS 60/3.1)  (from Ch. 81, par. 34.1)
27     Sec. 3.1. A corporation organized under this Act may amend
28 its articles of incorporation, from time to time, in any
29 respect which is consistent with this Act. An amendment shall
30 be adopted at a meeting of the board of trustees, managers or
31 directors upon receiving the vote of a majority of the

 

 

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1 trustees, managers or directors in office. Any number of
2 amendments may be submitted and voted upon at any one meeting.
3     The articles of amendment shall be executed in duplicate by
4 the corporation by its secretary, or assistant secretary and by
5 one other officer, verified by either of the officers executing
6 such statement, and shall set forth:
7     (a) The name of the corporation;
8     (b) The amendment so adopted; and
9     (c) A statement of the date of the meeting of the board of
10 trustees, managers or directors at which the amendment was
11 adopted and of the fact that such amendment received the vote
12 of a majority of the trustees, managers or directors in office.
13     Duplicate originals of the articles of amendment shall be
14 delivered to the Secretary of State, who shall file one such
15 duplicate original in his office, and issue articles a
16 certificate of amendment to which he shall affix the other
17 duplicate original. Such articles certificate of amendment,
18 with the duplicate original of the articles of amendment
19 affixed thereto by the Secretary of State, shall be returned to
20 the corporation or its representative and shall thereupon be
21 filed by the corporation for record in the office of the
22 recorder where the articles of incorporation are recorded.
23     Upon the issuance of the articles certificate of amendment
24 by the Secretary of State, the amendment shall become effective
25 and the articles of incorporation shall be deemed to be amended
26 accordingly. No amendment shall affect any existing cause of
27 action in favor of or against the corporation, or any pending
28 action to which such corporation shall be a party.
29 (Source: P.A. 83-358.)
 
30     (75 ILCS 60/4)  (from Ch. 81, par. 35)
31     Sec. 4. Organizations formed under this Act shall be bodies
32 corporate and politic to be known under the names stated in the
33 respective certificates or articles of incorporation; and by
34 such corporate names they shall have and possess the ordinary
35 rights and incidents of corporations, and shall be capable of

 

 

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1 taking, holding and disposing of real and personal estate for
2 all purposes of their organization. The provisions of any will,
3 deed or other instrument by which endowment is given to the
4 library and accepted by the trustees, managers or directors
5 shall, as to such endowment, be a part of the organic and
6 fundamental law of such corporation.
7     The trustees, managers or directors of any such corporation
8 shall compose its members, and shall not be less than 7 nor
9 more than 25 in number; shall elect the officers of the
10 corporation from their number; and shall have control and
11 management of its affairs and property; may accept donations,
12 and in their discretion hold the same in the form in which they
13 are given, for all purposes of science, literature and as are
14 germane to the object and purpose of the corporation. They may
15 fill by election, vacancies occurring in their own number by
16 death, incapacity, retirement or otherwise, and may make lawful
17 by-laws for the management of the corporation and of the
18 library, which by-laws shall set forth what officers there
19 shall be of the corporation, and shall define and prescribe
20 their respective duties. They may appoint and employ from time
21 to time such agents and employees as they may deem necessary
22 for the efficient administration and conduct of the library and
23 other affairs of the corporation. Whenever any trustee, manager
24 or director shall be elected to fill any vacancy, a certificate
25 under the seal of the corporation, giving the name of the
26 person elected, shall be recorded in the office of the recorder
27 of the county where the articles of incorporation are recorded.
28     Whenever, by the provisions of such will, deed or other
29 instrument by which an endowment is created, the institution
30 endowed is free and public, the library and other property of
31 such corporation shall be forever exempt from taxation.
32     The trustees, managers or directors of such corporation
33 shall, in the month of January in each year, cause to be made a
34 written report to the Secretary of State for the year ending on
35 the preceding December 31 of the condition of the library and
36 of the funds and other property of the corporation showing the

 

 

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1 assets and investments of such corporation in detail.
2     This report shall be verified by the secretary, or by some
3 other responsible officer of such corporation. It shall contain
4 (1) an itemized statement of the various sums of money received
5 from the library fund and from other sources; (2) an itemized
6 statement of the objects and purposes for which those sums of
7 money have been expended; (3) a statement of the number of
8 books and periodicals available for use, and the number and
9 character thereof circulated; (4) a statement of the real and
10 personal property acquired by legacy, purchase, gift or
11 otherwise; (5) a statement of the character of any extensions
12 of library service which have been undertaken; (6) any other
13 statistics, information and suggestions that may be of
14 interest. A report shall also be filed, at the same time, with
15 the Illinois State Library.
16 (Source: P.A. 83-1362.)
 
17     Section 10. The Business Corporation Act of 1983 is amended
18 by changing Sections 1.80, 2A.05, 4.05, 4.10, 4.20, 7.85, 9.05,
19 9.20, 11.37, 11.75, 12.40, 12.45, 12.50, 13.55, 13.60, 13.75,
20 14.01, 15.10, 15.45, 15.80, and 15.90 as follows:
 
21     (805 ILCS 5/1.80)  (from Ch. 32, par. 1.80)
22     Sec. 1.80. Definitions. As used in this Act, unless the
23 context otherwise requires, the words and phrases defined in
24 this Section shall have the meanings set forth herein.
25     (a) "Corporation" or "domestic corporation" means a
26 corporation subject to the provisions of this Act, except a
27 foreign corporation.
28     (b) "Foreign corporation" means a corporation for profit
29 organized under laws other than the laws of this State, but
30 shall not include a banking corporation organized under the
31 laws of another state or of the United States, a foreign
32 banking corporation organized under the laws of a country other
33 than the United States and holding a certificate of authority
34 from the Commissioner of Banks and Real Estate issued pursuant

 

 

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

 

 

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1 shares of all classes which the corporation is authorized to
2 issue.
3     (j) "Paid-in capital" means the sum of the cash and other
4 consideration received, less expenses, including commissions,
5 paid or incurred by the corporation, in connection with the
6 issuance of shares, plus any cash and other consideration
7 contributed to the corporation by or on behalf of its
8 shareholders, plus amounts added or transferred to paid-in
9 capital by action of the board of directors or shareholders
10 pursuant to a share dividend, share split, or otherwise, minus
11 reductions as provided elsewhere in this Act. Irrespective of
12 the manner of designation thereof by the laws under which a
13 foreign corporation is or may be organized, paid-in capital of
14 a foreign corporation shall be determined on the same basis and
15 in the same manner as paid-in capital of a domestic
16 corporation, for the purpose of computing license fees,
17 franchise taxes and other charges imposed by this Act.
18     (k) "Net assets", for the purpose of determining the right
19 of a corporation to purchase its own shares and of determining
20 the right of a corporation to declare and pay dividends and
21 make other distributions to shareholders is equal to the
22 difference between the assets of the corporation and the
23 liabilities of the corporation.
24     (l) "Registered office" means that office maintained by the
25 corporation in this State, the address of which is on file in
26 the office of the Secretary of State, at which any process,
27 notice or demand required or permitted by law may be served
28 upon the registered agent of the corporation.
29     (m) "Insolvent" means that a corporation is unable to pay
30 its debts as they become due in the usual course of its
31 business.
32     (n) "Anniversary" means that day each year exactly one or
33 more years after:
34         (1) the date of filing the articles of incorporation
35     prescribed by Section 2.10 of this Act, in the case of a
36     domestic corporation;

 

 

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1         (2) the date of filing the application for authority
2     prescribed by Section 13.15 of this Act, in the case of a
3     foreign corporation; or
4         (3) the date of filing the articles of consolidation
5     prescribed by Section 11.25 of this Act in the case of a
6     consolidation, unless the plan of consolidation provides
7     for a delayed effective date, pursuant to Section 11.40.
8     (o) "Anniversary month" means the month in which the
9 anniversary of the corporation occurs.
10     (p) "Extended filing month" means the month (if any) which
11 shall have been established in lieu of the corporation's
12 anniversary month in accordance with Section 14.01.
13     (q) "Taxable year" means that 12 month period commencing
14 with the first day of the anniversary month of a corporation
15 through the last day of the month immediately preceding the
16 next occurrence of the anniversary month of the corporation,
17 except that in the case of a corporation that has established
18 an extended filing month "taxable year" means that 12 month
19 period commencing with the first day of the extended filing
20 month through the last day of the month immediately preceding
21 the next occurrence of the extended filing month.
22     (r) "Fiscal year" means the 12 month period with respect to
23 which a corporation ordinarily files its federal income tax
24 return.
25     (s) "Close corporation" means a corporation organized
26 under or electing to be subject to Article 2A of this Act, the
27 articles of incorporation of which contain the provisions
28 required by Section 2.10, and either the corporation's articles
29 of incorporation or an agreement entered into by all of its
30 shareholders provide that all of the issued shares of each
31 class shall be subject to one or more of the restrictions on
32 transfer set forth in Section 6.55 of this Act.
33     (t) "Common shares" means shares which have no preference
34 over any other shares with respect to distribution of assets on
35 liquidation or with respect to payment of dividends.
36     (u) "Delivered", for the purpose of determining if any

 

 

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1 notice required by this Act is effective, means:
2         (1) transferred or presented to someone in person; or
3         (2) deposited in the United States Mail addressed to
4     the person at his, her or its address as it appears on the
5     records of the corporation, with sufficient first-class
6     postage prepaid thereon.
7     (v) "Property" means gross assets including, without
8 limitation, all real, personal, tangible, and intangible
9 property.
10     (w) "Taxable period" means that 12-month period commencing
11 with the first day of the second month preceding the
12 corporation's anniversary month in the preceding year and prior
13 to the first day of the second month immediately preceding its
14 anniversary month in the current year, except that, in the case
15 of a corporation that has established an extended filing month,
16 "taxable period" means that 12-month period ending with the
17 last day of its fiscal year immediately preceding the extended
18 filing month. In the case of a newly formed domestic
19 corporation or a newly registered foreign corporation that had
20 not commenced transacting business in this State prior to
21 obtaining authority, "taxable period" means that period
22 commencing with the filing of the articles of incorporation or,
23 in the case of a foreign corporation, of filing of the
24 application for authority, and prior to the first day of the
25 second month immediately preceding its anniversary month in the
26 next succeeding year.
27     (x) "Treasury shares" mean (1) shares of a corporation that
28 have been issued, have been subsequently acquired by and belong
29 to the corporation, and have not been cancelled or restored to
30 the status of authorized but unissued shares and (2) shares (i)
31 declared and paid as a share dividend on the shares referred to
32 in clause (1) or this clause (2), or (ii) issued in a share
33 split of the shares referred to in clause (1) or this clause
34 (2). Treasury shares shall be deemed to be "issued" shares but
35 not "outstanding" shares. Treasury shares may not be voted,
36 directly or indirectly, at any meeting or otherwise. Shares

 

 

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1 converted into or exchanged for other shares of the corporation
2 shall not be deemed to be treasury shares.
3     (y) "Gross amount of business" means gross receipts, from
4 whatever source derived.
5 (Source: P.A. 92-33, eff. 7-1-01.)
 
6     (805 ILCS 5/2A.05)  (from Ch. 32, par. 2A.05)
7     Sec. 2A.05. Formation of a close corporation. A close
8 corporation shall be formed in accordance with the provisions
9 of this Act, except its articles of incorporation shall contain
10 a heading stating that it is being organized as a close
11 corporation. A corporation organized under the Professional
12 Service Corporation Act or the Medical Service Corporation Act,
13 as such Acts are now or hereafter amended, may become a close
14 corporation if it complies with the requirements of this
15 Article.
16 (Source: P.A. 88-151.)
 
17     (805 ILCS 5/4.05)  (from Ch. 32, par. 4.05)
18     Sec. 4.05. Corporate name of domestic or foreign
19 corporation.
20     (a) The corporate name of a domestic corporation or of a
21 foreign corporation organized, existing or subject to the
22 provisions of this Act:
23         (1) Shall contain, separate and apart from any other
24     word or abbreviation in such name, the word "corporation",
25     "company", "incorporated", or "limited", or an
26     abbreviation of one of such words, and if the name of a
27     foreign corporation does not contain, separate and apart
28     from any other word or abbreviation, one of such words or
29     abbreviations, the corporation shall add at the end of its
30     name, as a separate word or abbreviation, one of such words
31     or an abbreviation of one of such words.
32         (2) Shall not contain any word or phrase which
33     indicates or implies that the corporation (i) is authorized
34     or empowered to conduct the business of insurance,

 

 

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

 

 

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1         (4) Shall contain the word "trust", if it be a domestic
2     corporation organized for the purpose of accepting and
3     executing trusts, shall contain the word "pawners", if it
4     be a domestic corporation organized as a pawners' society,
5     and shall contain the word "cooperative", if it be a
6     domestic corporation organized as a cooperative
7     association for pecuniary profit.
8         (5) Shall not contain a word or phrase, or an
9     abbreviation or derivation thereof, the use of which is
10     prohibited or restricted by any other statute of this State
11     unless such restriction has been complied with.
12         (6) Shall consist of letters of the English alphabet,
13     Arabic or Roman numerals, or symbols capable of being
14     readily reproduced by the office of the Secretary of State.
15         (7) Shall be the name under which the corporation shall
16     transact business in this State unless the corporation
17     shall also elect to adopt an assumed corporate name or
18     names as provided in this Act; provided, however, that the
19     corporation may use any divisional designation or trade
20     name without complying with the requirements of this Act,
21     provided the corporation also clearly discloses its
22     corporate name.
23         (8) (Blank).
24     (b) The Secretary of State shall determine whether a name
25 is "distinguishable" from another name for purposes of this
26 Act. Without excluding other names which may not constitute
27 distinguishable names in this State, a name is not considered
28 distinguishable, for purposes of this Act, solely because it
29 contains one or more of the following:
30         (1) the word "corporation", "company", "incorporated",
31     or "limited", "limited liability" or an abbreviation of one
32     of such words;
33         (2) articles, conjunctions, contractions,
34     abbreviations, different tenses or number of the same word;
35     (c) Nothing in this Section or Sections 4.15 or 4.20 shall:
36         (1) Require any domestic corporation existing or any

 

 

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1     foreign corporation having a certificate of authority to
2     transact business on the effective date of this Act, to
3     modify or otherwise change its corporate name or assumed
4     corporate name, if any.
5         (2) Abrogate or limit the common law or statutory law
6     of unfair competition or unfair trade practices, nor
7     derogate from the common law or principles of equity or the
8     statutes of this State or of the United States with respect
9     to the right to acquire and protect copyrights, trade
10     names, trade marks, service names, service marks, or any
11     other right to the exclusive use of names or symbols.
12 (Source: P.A. 92-33, eff. 7-1-01.)
 
13     (805 ILCS 5/4.10)  (from Ch. 32, par. 4.10)
14     Sec. 4.10. Reserved name. The exclusive right to the use of
15 a corporate name or an assumed corporate name, as the case may
16 be, may be reserved by:
17     (a) Any person intending to organize a corporation under
18 this Act.
19     (b) Any domestic corporation intending to change its name.
20     (c) Any foreign corporation intending to make application
21 for a certificate of authority to transact business in this
22 State.
23     (d) Any foreign corporation authorized to transact
24 business in this State and intending to change its name.
25     (e) Any person intending to organize a foreign corporation
26 and intending to have such corporation make application for a
27 certificate of authority to transact business in this State.
28     (f) Any domestic corporation intending to adopt an assumed
29 corporate name.
30     (g) Any foreign corporation authorized to transact
31 business in this State and intending to adopt an assumed
32 corporate name.
33     Such reservation shall be made by filing in the office of
34 the Secretary of State an application to reserve a specified
35 corporate name or a specified assumed corporate name, executed

 

 

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

 

 

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1 assumed corporate name for the balance of the period authorized
2 by subsection (d) of Section 4.15.
3     (c) The right to use an assumed corporate name shall be
4 cancelled by the Secretary of State:
5         (1) If the corporation fails to renew an assumed
6     corporate name.
7         (2) If the corporation has filed an application to
8     change or cancel an assumed corporate name.
9         (3) If a domestic corporation has been dissolved.
10         (4) If a foreign corporation has had its certificate of
11     authority to do business in this State revoked.
12 (Source: P.A. 87-516.)
 
13     (805 ILCS 5/7.85)  (from Ch. 32, par. 7.85)
14     Sec. 7.85. Vote required for certain business
15 combinations.
16     (a) A. This Section shall apply to any domestic corporation
17 that (i) has any equity securities registered under Section 12
18 of the Securities Exchange Act of 1934 or is subject to Section
19 15(d) of that Act (a "reporting company") and (ii) any domestic
20 corporation other than one described in (i) that either
21 specifically adopts this Section 7.85 in its original articles
22 of incorporation or amends its articles of incorporation to
23 specifically adopt this Section 7.85, however, the
24 restrictions contained in this Section shall not apply in the
25 event of any of the following:
26         (1) In case of a reporting company, the corporation's
27     articles of incorporation immediately prior to the time it
28     becomes a reporting company contains a provision expressly
29     electing not to be governed by this Section.
30         (2) The corporation, by action of its board of
31     directors, adopts an amendment to its by-laws within 90
32     days after the effective date of this amendatory Act of
33     1997 expressly electing not to be governed by this Section,
34     which amendment shall not be further amended by the board
35     of directors.

 

 

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1         (3) In the case of a reporting company, the
2     corporation, by action of its shareholders, adopts an
3     amendment to its articles of incorporation or by-laws
4     expressly electing not to be governed by this Section,
5     provided that, in addition to any other vote required by
6     law, such amendment to the articles of incorporation or
7     by-laws must be approved by the affirmative vote of a
8     majority of the voting shares (as defined in paragraph (b)
9     B of this Section 7.85). An amendment adopted under this
10     paragraph shall not be effective until 12 months after the
11     adoption of the amendment and shall not apply to a business
12     combination between the corporation and a person who became
13     an interested shareholder of the corporation at the same
14     time as or before the adoption of the amendment. A by-law
15     amendment adopted under this paragraph shall not be further
16     amended by the board of directors.
17         (4) A shareholder becomes an interested shareholder
18     inadvertently and (i) as soon as practical divests
19     sufficient shares so that the shareholder ceases to be an
20     interested shareholder and (ii) would not, at any time
21     within the 3 year period immediately before a business
22     combination between the corporation and the shareholder,
23     have been an interested shareholder but for the inadvertent
24     acquisition.
25     In the case of circumstances described in subparagraphs
26 (1), (2), and (3) of this paragraph A, the election not to be
27 governed may be in whole or in part, generally, or generally by
28 types, or as to specifically identified or unidentified
29 interested shareholders.
30     (b) B. Higher vote for certain business combinations. In
31 addition to any affirmative vote required by law or the
32 articles of incorporation, except as otherwise expressly
33 provided in paragraph (c) C of this Section 7.85, any business
34 combination shall require (i) the affirmative vote of the
35 holders of at least 80% of the combined voting power of the
36 then outstanding shares of all classes and series of the

 

 

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1 corporation entitled to vote generally in the election of
2 directors, voting together as a single class (the "voting
3 shares") (it being understood that, for the purposes of this
4 Section 7.85, each voting share shall have the number of votes
5 granted to it pursuant to the corporation's articles of
6 incorporation) and (ii) the affirmative vote of a majority of
7 the voting shares held by disinterested shareholders.
8     (c) C. When higher vote is not required. The provisions of
9 paragraph (b) B of this Section 7.85 shall not be applicable to
10 any particular business combination, and such business
11 combination shall require only such affirmative vote as is
12 required by law and any other provision of the corporation's
13 article of incorporation and any resolutions of the board of
14 directors adopted pursuant to Section 6.10 if all of the
15 conditions specified in either of the following subparagraphs
16 (1) and (2) of this paragraph (c) C are met:
17         (1) Approval by disinterested directors. The business
18     combination shall have been approved by two-thirds of the
19     disinterested directors (as hereinafter defined).
20         (2) Price and procedure requirements. All of the
21     following conditions shall have been met:
22             (A) (a) The business combination shall provide for
23         consideration to be received by all holders of common
24         shares in exchange for all their shares, and the
25         aggregate amount of the cash and the fair market value
26         as of the date of consummation of the business
27         combination of consideration other than cash to be
28         received per share by holders of common shares in such
29         business combination shall be at least equal to the
30         higher of the following:
31                 (i) (if applicable) the highest per share
32             price (including any brokerage commissions,
33             transfer taxes and soliciting dealers' fees) paid
34             by the interested shareholder or any affiliate or
35             associate of the interested shareholder to acquire
36             any common shares beneficially owned by the

 

 

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1             interested shareholder which were acquired (a)
2             within the two year period immediately prior to the
3             first public announcement of the proposal of the
4             business combination (the "announcement date") or
5             (b) in the transaction in which it became an
6             interested shareholder, whichever is higher; and
7                 (ii) the fair market value per common share on
8             the first trading date after the announcement date
9             or on the first trading date after the date of the
10             first public announcement that the interested
11             shareholder became an interested shareholder (the
12             "Determination Date"), whichever is higher.
13             (B) (b) The business combination shall provide for
14         consideration to be received by all holders of
15         outstanding shares other than common shares in
16         exchange for all such shares, and the aggregate amount
17         of the cash and the fair market value as of the date of
18         the consummation of the business combination of
19         consideration other than cash to be received per share
20         by holders of outstanding shares other than common
21         shares shall be at least equal to the highest of the
22         following (it being intended that the requirements of
23         this subparagraph (2)(B) (b) shall be required to be met
24         with respect to every class and series of outstanding
25         shares other than common shares whether or not the
26         interested shareholder or any affiliate or associate
27         of the interested shareholder has previously acquired
28         any shares of a particular class or series):
29                 (i) (if applicable) the highest per share
30             price (including any brokerage commissions,
31             transfer taxes and soliciting dealers' fees) paid
32             by the interested shareholder or any affiliate or
33             associate of the interested shareholder to acquire
34             any shares of such class or series beneficially
35             owned by the interested shareholder which were
36             acquired (a) within the 2-year period immediately

 

 

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1             prior to the announcement date or (b) in the
2             transaction in which it became an interested
3             shareholder, whichever is higher;
4                 (ii) (if applicable) the highest preferential
5             amount per share to which the holders of shares of
6             such class or series are entitled in the event of
7             any voluntary or involuntary liquidation,
8             dissolution or winding up of the corporation;
9                 (iii) the fair market value per share of such
10             class or series on the first trading date after the
11             announcement date or on the determination date,
12             whichever is higher; and
13                 (iv) an amount equal to the fair market value
14             per share of such class or series determined
15             pursuant to clause (iii) times the highest value
16             obtained in calculating the following quotient for
17             each class or series of which the interested
18             shareholder has acquired shares within the 2-year
19             period ending on the announcement date: (x) the
20             highest per share price (including any brokerage
21             commissions, transfer taxes and soliciting
22             dealers' fees) paid by the interested shareholder
23             or any affiliate or associate of the interested
24             Shareholder for any shares of such class or series
25             acquired within such 2-year period divided by (y)
26             the market value per share of such class or series
27             on the first day in such 2-year period on which the
28             interested shareholder or any affiliate or
29             associate of the interested shareholder acquired
30             any shares of such class or series.
31         (C) (c) The consideration to be received by holders of
32     a particular class or series of outstanding shares shall be
33     in cash or in the same form as the interested shareholder
34     or any affiliate or associate of the interested shareholder
35     has previously paid to acquire shares of such class or
36     series beneficially owned by the interested shareholder.

 

 

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1     If the interested shareholder and any affiliates or
2     associates of the interested shareholder have paid for
3     shares of any class or series with varying forms of
4     consideration, the form of consideration for such class or
5     series shall be either cash or the form used to acquire the
6     largest number of shares of such class or series
7     beneficially owned by the interested shareholder.
8         (D) (d) After such interested shareholder has become an
9     interested shareholder and prior to the consummation of
10     such business combination: (1) except as approved by
11     two-thirds of the disinterested directors, there shall
12     have been no failure to declare and pay at the regular date
13     therefor any full periodic dividends (whether or not
14     cumulative) on any outstanding shares of the corporation
15     other than the common shares; (2) there shall have been (a)
16     no reduction in the annual rate of dividends paid on the
17     common shares (except as necessary to reflect any
18     subdivision of the common shares), except as approved by
19     two-thirds of the disinterested directors, and (b) an
20     increase in such annual rate of dividends (as necessary to
21     prevent any such reduction) in the event of any
22     reclassification (including any reverse share split),
23     recapitalization, reorganization or any similar
24     transaction which has the effect of reducing the number of
25     outstanding common shares; and (3) such interested
26     shareholder shall not have become the beneficial owner of
27     any additional Voting Shares except as part of the
28     transaction which results in such interested shareholder
29     becoming an interested shareholder or as a result of action
30     taken by the corporation not caused, directly or
31     indirectly, by such interested shareholder.
32         (E) (e) After such interested shareholder has become an
33     interested shareholder, such interested shareholder shall
34     not have received the benefit, directly or indirectly
35     (except proportionately as a shareholder), of any loans,
36     advances, guarantees, pledges or other financial

 

 

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1     assistance or any tax credits or other tax advantages
2     provided by the corporation or any Subsidiary, whether in
3     anticipation of or in connection with such business
4     combination or otherwise.
5         (F) (f) A proxy or information statement describing the
6     proposed business combination and complying with the
7     requirements of the Securities Exchange Act of 1934 and the
8     rules and regulations thereunder (or any subsequent
9     provisions replacing such Act, rules or regulations) shall
10     be mailed to public shareholders of the corporation at
11     least 30 days prior to the consummation of such business
12     combination (whether or not such proxy or information
13     statement is required to be mailed pursuant to such Act or
14     subsequent provisions).
15     (d) D. Certain definitions. For the purposes of this
16 Section 7.85:
17         (1) "Person" means an individual, firm, corporation,
18     partnership, trust or other entity.
19         (2) "Interested shareholder" means (i) a person (other
20     than the corporation and a direct or indirect
21     majority-owned subsidiary of the corporation) that (a) is
22     the owner of 15% or more of the outstanding voting shares
23     of the corporation or (b) is an affiliate or associate of
24     the corporation and was the owner of 15% or more of the
25     outstanding voting shares of the corporation at any time
26     within the 3 year period immediately before the date on
27     which it is sought to be determined whether the person is
28     an interested shareholder and (ii) the affiliates and
29     associates of that person, provided, however, that the term
30     "interested shareholder" shall not include (x) a person who
31     (A) owned shares in excess of the 15% limitation as of
32     January 1, 1997 and either (I) continued to own shares in
33     excess of the 15% limitation or would have but for action
34     by the corporation or (II) is an affiliate or associate of
35     the corporation and so continued (or so would have
36     continued but for action by the corporation) to be the

 

 

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1     owner of 15% or more of the outstanding voting shares of
2     the corporation at any time within the 3-year period
3     immediately prior to the date on which it is sought to be
4     determined whether such a person is an interested
5     shareholder or (B) acquired the shares from a person
6     described in clause (A) by gift, inheritance, or in a
7     transaction in which no consideration was exchanged; or (y)
8     a person whose ownership of shares in excess of the 15%
9     limitation is the result of action taken solely by the
10     corporation, provided that the person shall be an
11     interested shareholder if thereafter the person acquires
12     additional shares of the corporation, except as a result of
13     further corporate action not caused, directly or
14     indirectly, by the person or if the person acquires
15     additional shares in transactions approved by the board of
16     directors, which approval shall include a majority of the
17     disinterested directors. For the purpose of determining
18     whether a person is an interested shareholder, the voting
19     shares of the corporation deemed to be outstanding shall
20     include shares deemed to be owned by the person through
21     application of subparagraph (3) of this paragraph, but
22     shall not include any other unissued shares of the
23     corporation that may be issuable pursuant to any agreement,
24     arrangement, or understanding, upon exercise of conversion
25     rights, warrants, or options, or otherwise.
26         (3) "Owner", including the terms "own" and "owned",
27     when used with respect to shares means a person that
28     individually or with or through any of its affiliates or
29     associates:
30             (A) (a) beneficially owns the shares, directly or
31         indirectly; or
32             (B) (b) has (i) the right to acquire the shares
33         (whether the right is exercisable immediately or only
34         after the passage of time) pursuant to any agreement,
35         arrangement, or understanding, upon exercise of
36         conversion rights, exchange rights, warrants, or

 

 

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1         options, or otherwise; provided, however, that a
2         person shall not be deemed the owner of shares tendered
3         pursuant to a tender or exchange offer made by the
4         person or any of the person's affiliates or associates
5         until the tendered shares are accepted for purchase or
6         exchange or (ii) the right to vote the shares pursuant
7         to an agreement, arrangement, or understanding;
8         provided, however, that a person shall not be deemed
9         the owner of any shares because of the person's right
10         to vote the shares if the agreement, arrangement, or
11         understanding to vote the shares arises solely from a
12         revocable proxy or consent given in response to a proxy
13         or consent solicitation made to 10 or more persons; or
14             (C) (c) has an agreement, arrangement, or
15         understanding for the purpose of acquiring, holding,
16         voting (except voting pursuant to a revocable proxy or
17         consent as described in clause (ii) of item (B) (b) of
18         this subparagraph), or disposing of the shares with any
19         other person that beneficially owns, or whose
20         affiliates or associates beneficially own, directly or
21         indirectly, the shares.
22         (4) "Affiliate" means a person that directly, or
23     indirectly through one or more intermediaries, controls,
24     is controlled by, or is under common control with, another
25     person.
26         (5) "Associate", when used to indicate a relationship
27     with a person, means (i) a corporation, partnership,
28     unincorporated association, or other entity of which the
29     person is a director, officer, or partner or is, directly
30     or indirectly, the owner of 20% or more of a class of
31     voting shares, (ii) a trust or other estate in which the
32     person has at least a 20% beneficial interest or as to
33     which the person serves as trustee or in a similar
34     fiduciary capacity, and (iii) a relative or spouse of the
35     person, or a relative of that spouse who has the same
36     residence as the person.

 

 

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

 

 

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

 

 

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1     (805 ILCS 5/9.05)  (from Ch. 32, par. 9.05)
2     Sec. 9.05. Power of corporation to acquire its own shares.
3     (a) A corporation may acquire its own shares, subject to
4 limitations set forth in Section 9.10 of this Act.
5     (b) If a corporation acquires its own shares after the
6 effective date of this amendatory Act of 1993, the shares
7 constitute treasury shares until cancelled as provided by
8 subsection (d) of this Section.
9     (c) A corporation shall file a report under Section 14.25
10 of this Act in the case of its acquisition of its own shares
11 that occurs either prior to January 1, 1991 or on or prior to
12 the last day of the third month immediately preceding the
13 corporation's anniversary month in 1991. A corporation shall
14 file a report under Section 14.30 of this Act in the case of
15 its acquisition and cancellation of its own shares that occurs
16 after both December 31, 1990 and the last day of such third
17 month. However, if the articles of incorporation provide that
18 the number of authorized shares is reduced by an acquisition
19 and cancellation of shares, then the corporation shall, within
20 60 days after the date of acquisition, execute and file in
21 duplicate in accordance with Section 1.10 of this Act, a
22 statement of cancellation which sets forth:
23         (1) The name of the corporation.
24         (2) The aggregate number of shares which the
25     corporation has authority to issue, itemized by classes and
26     series, if any, within a class before giving effect to the
27     cancellation.
28         (3) The aggregate number of issued shares, itemized by
29     classes and series, if any, within a class before giving
30     effect to the cancellation.
31         (4) The number of shares cancelled, itemized by classes
32     and series, if any, within a class.
33         (5) The aggregate number of shares which the
34     corporation has the authority to issue, itemized by classes
35     and series, if any, within a class after giving effect to
36     the cancellation.

 

 

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

 

 

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1 franchise tax.
2 (Source: P.A. 88-151.)
 
3     (805 ILCS 5/9.20)
4     Sec. 9.20. Reduction of paid-in capital.
5     (a) A corporation may reduce its paid-in capital:
6         (1) by resolution of its board of directors by charging
7     against its paid-in capital (i) the paid-in capital
8     represented by shares acquired and cancelled by the
9     corporation as permitted by law, to the extent of the cost
10     from the paid-in capital of the reacquired and cancelled
11     shares or a lesser amount as may be elected by the
12     corporation, (ii) dividends paid on preferred shares, or
13     (iii) distributions as liquidating dividends; or
14         (2) pursuant to an approved reorganization in
15     bankruptcy that specifically directs the reduction to be
16     effected.
17     (b) Notwithstanding anything to the contrary contained in
18 this Act, at no time shall the paid-in capital be reduced to an
19 amount less than the aggregate par value of all issued shares
20 having a par value.
21     (c) Until the report under Section 14.30 has been filed in
22 the Office of the Secretary of State showing a reduction in
23 paid-in capital, the basis of the annual franchise tax payable
24 by the corporation shall not be reduced; provided, however,
25 that in no event shall the annual franchise tax for any taxable
26 year be reduced if the report is not filed prior to the first
27 day of the anniversary month or, in the case of a corporation
28 that has established an extended filing month, the extended
29 filing month of the corporation of that taxable year and before
30 payment of its annual franchise tax.
31     (d) A corporation that reduced its paid-in capital after
32 December 31, 1986 by one or more of the methods described in
33 subsection (a) may report the reduction pursuant to Section
34 14.30, subject to the restrictions of subsections (b) and (c)
35 of this Section. A reduction in paid-in capital reported

 

 

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

 

 

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1 matters required by Section 11.05 of this Act, the manner and
2 basis of converting shares of each merging domestic or foreign
3 corporation for profit into membership or other interests of
4 the surviving domestic not for profit corporation, or into
5 cash, or into property, or into any combination of the
6 foregoing.
7     (d) The effect of a merger under this Section shall be the
8 same as in the case of a merger of domestic corporations as set
9 forth in subsection (a) of Section 11.50 of this Act.
10     (e) When such merger has been effected, the shares of the
11 corporation or corporations to be converted under the terms of
12 the plan cease to exist. The holders of those shares are
13 entitled only to the membership or other interests, cash, or
14 other property or combination thereof, into which those shares
15 have been converted in accordance with the plan, subject to any
16 dissenters' rights under Section 11.70 of this Act.
17 (Source: P.A. 93-59, eff. 7-1-03.)
 
18     (805 ILCS 5/11.75)  (from Ch. 32, par. 11.75)
19     Sec. 11.75. Business combinations with interested
20 shareholders.
21     (a) Notwithstanding any other provisions of this Act, a
22 corporation (as defined in this Section 11.75) shall not engage
23 in any business combination with any interested shareholder for
24 a period of 3 years following the time that such shareholder
25 became an interested shareholder, unless (1) prior to such time
26 the board of directors of the corporation approved either the
27 business combination or the transaction which resulted in the
28 shareholder becoming an interested shareholder, or (2) upon
29 consummation of the transaction which resulted in the
30 shareholder becoming an interested shareholder, the interested
31 shareholder owned at least 85% of the voting shares of the
32 corporation outstanding at the time the transaction commenced,
33 excluding for purposes of determining the number of shares
34 outstanding those shares owned (i) by persons who are directors
35 and also officers and (ii) employee stock plans in which

 

 

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

 

 

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1     between such corporation and any person who became an
2     interested shareholder of such corporation on or prior to
3     such adoption. A by-law amendment adopted pursuant to this
4     paragraph shall not be further amended by the board of
5     directors;
6         (4) the corporation does not have a class of voting
7     shares that is (i) listed on a national securities
8     exchange, (ii) authorized for quotation on the NASDAQ Stock
9     Market or (iii) held of record by more than 2,000
10     shareholders, unless any of the foregoing results from
11     action taken, directly or indirectly, by an interested
12     shareholder or from a transaction in which a person becomes
13     an interested shareholder;
14         (5) a shareholder becomes an interested shareholder
15     inadvertently and (i) as soon as practicable divests itself
16     of ownership of sufficient shares so that the shareholder
17     ceases to be an interested shareholder and (ii) would not,
18     at any time within the 3 year period immediately prior to a
19     business combination between the corporation and such
20     shareholder, have been an interested shareholder but for
21     the inadvertent acquisition of ownership;
22         (6) the business combination is proposed prior to the
23     consummation or abandonment of and subsequent to the
24     earlier of the public announcement or the notice required
25     hereunder of a proposed transaction which (i) constitutes
26     one of the transactions described in the second sentence of
27     this paragraph; (ii) is with or by a person who either was
28     not an interested shareholder during the previous 3 years
29     or who became an interested shareholder with the approval
30     of the corporation's board of directors or during the
31     period described in paragraph (7) of this subsection (b);
32     and (iii) is approved or not opposed by a majority of the
33     members of the board of directors then in office (but not
34     less than 1) who were directors prior to any person
35     becoming an interested shareholder during the previous 3
36     years or were recommended for election or elected to

 

 

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1     succeed such directors by a majority of such directors. The
2     proposed transactions referred to in the preceding
3     sentence are limited to (x) a merger or consolidation of
4     the corporation (except for a merger in respect of which,
5     pursuant to subsection (c) of Section 11.20 of this Act, no
6     vote of the shareholders of the corporation is required);
7     (y) a sale, lease, exchange, mortgage, pledge, transfer or
8     other disposition (in one transaction or a series of
9     transactions), whether as part of a dissolution or
10     otherwise, of assets of the corporation or of any direct or
11     indirect majority-owned subsidiary of the corporation
12     (other than to any direct or indirect wholly-owned
13     subsidiary or to the corporation) having an aggregate
14     market value equal to 50% or more of either the aggregate
15     market value of all of the assets of the corporation
16     determined on a consolidated basis or the aggregate market
17     value of all the outstanding shares of the corporation; or
18     (z) a proposed tender or exchange offer for 50% or more of
19     the outstanding voting shares of the corporation. The
20     corporation shall give not less than 20 days notice to all
21     interested shareholders prior to the consummation of any of
22     the transactions described in clauses (x) or (y) of the
23     second sentence of this paragraph; or
24         (7) The business combination is with an interested
25     shareholder who became an interested shareholder at a time
26     when the restrictions contained in this Section did not
27     apply by reason of any of the paragraphs (1) through (4) of
28     this subsection (b), provided, however, that this
29     paragraph (7) shall not apply if, at the time the
30     interested shareholder became an interested shareholder,
31     the corporation's articles of incorporation contained a
32     provision authorized by the last sentence of this
33     subsection (b). Notwithstanding paragraphs (1), (2), (3)
34     and (4) of this subsection and subparagraph (A) of
35     paragraph (5) of subsection (c), any domestic corporation
36     may elect by a provision of its original articles of

 

 

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1     incorporation or any amendment thereto to be governed by
2     this Section, provided that any such amendment to the
3     articles of incorporation shall not apply to restrict a
4     business combination between the corporation and an
5     interested shareholder of the corporation if the
6     interested shareholder became such prior to the effective
7     date of the amendment.
8     (c) As used in this Section 11.75 only, the term:
9         (1) "Affiliate" means a person that directly, or
10     indirectly through one or more intermediaries, controls,
11     or is controlled by, or is under common control with,
12     another person.
13         (2) "Associate" when used to indicate a relationship
14     with any person, means (i) any corporation, partnership,
15     unincorporated association, or other entity of which such
16     person is a director, officer or partner or is, directly or
17     indirectly, the owner of 20% or more of any class of voting
18     shares, (ii) any trust or other estate in which such person
19     has at least a 20% beneficial interest or as to which such
20     person serves as trustee or in a similar fiduciary
21     capacity, and (iii) any relative or spouse of such person,
22     or any relative of such spouse, who has the same residence
23     as such person.
24         (3) "Business combination" when used in reference to
25     any corporation and any interested shareholder of such
26     corporation, means:
27             (A) any merger or consolidation of the corporation
28         or any direct or indirect majority-owned subsidiary of
29         the corporation with (i) the interested shareholder,
30         or (ii) with any other corporation if the merger or
31         consolidation is caused by the interested shareholder
32         and as a result of such merger or consolidation
33         subsection (a) of this Section is not applicable to the
34         surviving corporation;
35             (B) any sale, lease, exchange, mortgage, pledge,
36         transfer or other disposition (in one transaction or a

 

 

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1         series of transactions), except proportionately as a
2         shareholder of such corporation, to or with the
3         interested shareholder, whether as part of a
4         dissolution or otherwise, of assets of the corporation
5         or of any direct or indirect majority-owned subsidiary
6         of the corporation which assets have an aggregate
7         market value equal to 10% or more of either the
8         aggregate market value of all the assets of the
9         corporation determined on a consolidated basis or the
10         aggregate market value of all the outstanding shares of
11         the corporation;
12             (C) any transaction which results in the issuance
13         or transfer by the corporation or by any direct or
14         indirect majority-owned subsidiary of the corporation
15         of any shares of the corporation or of such subsidiary
16         to the interested shareholder, except (i) pursuant to
17         the exercise, exchange or conversion of securities
18         exercisable for, exchangeable for or convertible into
19         shares of such corporation or any such subsidiary which
20         securities were outstanding prior to the time that the
21         interested shareholder became such, (ii) pursuant to a
22         dividend or distribution paid or made, or the exercise,
23         exchange or conversion of securities exercisable for,
24         exchangeable for or convertible into shares of such
25         corporation or any such subsidiary which security is
26         distributed, pro rata to all holders of a class or
27         series of shares of such corporation subsequent to the
28         time the interested shareholder became such, (iii)
29         pursuant to an exchange offer by the corporation to
30         purchase shares made on the same terms to all holders
31         of said shares, or (iv) any issuance or transfer of
32         shares by the corporation, provided however, that in no
33         case under clauses (ii), (iii) and (iv) above shall
34         there be an increase in the interested shareholder's
35         proportionate share of the shares of any class or
36         series of the corporation or of the voting shares of

 

 

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1         the corporation;
2             (D) any transaction involving the corporation or
3         any direct or indirect majority-owned subsidiary of
4         the corporation which has the effect, directly or
5         indirectly, of increasing the proportionate share of
6         the shares of any class or series, or securities
7         convertible into the shares of any class or series, of
8         the corporation or of any such subsidiary which is
9         owned by the interested shareholder, except as a result
10         of immaterial changes due to fractional share
11         adjustments or as a result of any purchase or
12         redemption of any shares of any class or series not
13         caused, directly or indirectly, by the interested
14         shareholder; or
15             (E) any receipt by the interested shareholder of
16         the benefit, directly or indirectly (except
17         proportionately as a shareholder of such corporation)
18         of any loans, advances, guarantees, pledges, or other
19         financial benefits (other than those expressly
20         permitted in subparagraphs (A) through (D) of this
21         paragraph (3)) provided by or through the corporation
22         or any direct or indirect majority owned subsidiary; or
23             (F) any receipt by the interested shareholder of
24         the benefit, directly or indirectly, (except
25         proportionately as a shareholder of such corporation)
26         of any assets, loans, advances, guarantees, pledges or
27         other financial benefits (other than those expressly
28         permitted in subparagraphs (A) through (D) of this
29         paragraph (3)) provided by or through any "defined
30         benefit pension plan" (as defined in Section 3 of the
31         Employee Retirement Income Security Act) of the
32         corporation or any direct or indirect majority owned
33         subsidiary.
34         (4) "Control", including the term "controlling",
35     "controlled by" and "under common control with", means the
36     possession, directly or indirectly, of the power to direct

 

 

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1     or cause the direction of the management and policies of a
2     person, whether through the ownership of voting shares, by
3     contract or otherwise. A person who is the owner of 20% or
4     more of the outstanding voting shares of any corporation,
5     partnership, unincorporated association, or other entity
6     shall be presumed to have control of such entity, in the
7     absence of proof by preponderance of the evidence to the
8     contrary. Notwithstanding the foregoing, a presumption of
9     control shall not apply where such person holds voting
10     shares, in good faith and not for the purpose of
11     circumventing this Section, as an agent, bank, broker,
12     nominee, custodian or trustee for one or more owners who do
13     not individually or as a group have control of such entity.
14         (5) "Corporation" means a domestic corporation that:
15             (A) has any equity securities registered under
16         Section 12 of the Securities Exchange Act of 1934 or is
17         subject to Section 15(d) of that Act; and
18             (B) either
19                 (i) has its principal place of business or its
20             principal executive office located in Illinois; or
21                 (ii) owns or controls assets located within
22             Illinois that have a fair market value of at least
23             $1,000,000, and
24             (C) either
25                 (i) has more than 10% of its shareholders
26             resident in Illinois;
27                 (ii) has more than 10% of its shares owned by
28             Illinois residents; or
29                 (iii) has 2,000 shareholders resident in
30             Illinois.
31         The residence of a shareholder is presumed to be the
32     address appearing in the records of the corporation. Shares
33     held by banks (except as trustee, executor or guardian),
34     securities dealers or nominees are disregarded for
35     purposes of calculating the percentages and numbers in this
36     paragraph (5).

 

 

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1         (6) "Interested shareholder" means any person (other
2     than the corporation and any direct or indirect
3     majority-owned subsidiary of the corporation) that (i) is
4     the owner of 15% or more of the outstanding voting shares
5     of the corporation, or (ii) is an affiliate or associate of
6     the corporation and was the owner of 15% or more of the
7     outstanding voting shares of the corporation at any time
8     within the 3 year period immediately prior to the date on
9     which it is sought to be determined whether such person is
10     an interested shareholder; and the affiliates and
11     associates of such person, provided, however, that the term
12     "interested shareholder" shall not include (x) any person
13     who (A) owned shares in excess of the 15% limitation set
14     forth herein as of, or acquired such shares pursuant to a
15     tender offer commenced prior to the effective date of this
16     amendatory Act of 1989 or pursuant to an exchange offer
17     announced prior to the aforesaid date and commenced within
18     90 days thereafter and either (I) continued to own shares
19     in excess of such 15% limitation or would have but for
20     action by the corporation or (II) is an affiliate or
21     associate of the corporation and so continued (or so would
22     have continued but for action by the corporation) to be the
23     owner of 15% or more of the outstanding voting shares of
24     the corporation at any time within the 3-year period
25     immediately prior to the date on which it is sought to be
26     determined whether such a person is an interested
27     shareholder or (B) acquired said shares from a person
28     described in (A) above by gift, inheritance or in a
29     transaction in which no consideration was exchanged; or (y)
30     any person whose ownership of shares in excess of the 15%
31     limitation set forth herein is the result of action taken
32     solely by the corporation, provided that such person shall
33     be an interested shareholder if thereafter such person
34     acquires additional shares of voting shares of the
35     corporation, except as a result of further corporate action
36     not caused, directly or indirectly, by such person. For the

 

 

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1     purpose of determining whether a person is an interested
2     shareholder, the voting shares of the corporation deemed to
3     be outstanding shall include shares deemed to be owned by
4     the person through application of paragraph (9) of this
5     subsection, but shall not include any other unissued shares
6     of such corporation which may be issuable pursuant to any
7     agreement, arrangement or understanding, or upon exercise
8     of conversion rights, warrants or options, or otherwise.
9         (7) "Person" means any individual, corporation,
10     partnership, unincorporated association or other entity.
11         (7.5) "Shares" means, with respect to any corporation,
12     capital stock and, with respect to any other entity, any
13     equity interest.
14         (8) "Voting shares" means, with respect to any
15     corporation, shares of any class or series entitled to vote
16     generally in the election of directors and, with respect to
17     any entity that is not a corporation, any equity interest
18     entitled to vote generally in its election of the governing
19     body of the entity.
20         (9) "Owner" including the terms "own" and "owned" when
21     used with respect to any shares means a person that
22     individually or with or through any of its affiliates or
23     associates:
24             (A) beneficially owns such shares, directly or
25         indirectly; or
26             (B) has (i) the right to acquire such shares
27         (whether such right is exercisable immediately or only
28         after the passage of time) pursuant to any agreement,
29         arrangement or understanding, or upon the exercise of
30         conversion rights, exchange rights, warrants or
31         options, or otherwise; provided, however, that a
32         person shall not be deemed the owner of shares tendered
33         pursuant to a tender or exchange offer made by such
34         person or any of such person's affiliates or associates
35         until such tendered shares is accepted for purchase or
36         exchange; or (ii) the right to vote such shares

 

 

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1         pursuant to any agreement, arrangement or
2         understanding; provided, however, that a person shall
3         not be deemed the owner of any shares because of such
4         person's right to vote such shares if the agreement,
5         arrangement or understanding to vote such shares
6         arises solely from a revocable proxy or consent given
7         in response to a proxy or consent solicitation made to
8         10 or more persons; or
9             (C) has any agreement, arrangement or
10         understanding for the purpose of acquiring, holding,
11         voting (except voting pursuant to a revocable proxy or
12         consent as described in clause (ii) of subparagraph (B)
13         of this paragraph), or disposing of such shares with
14         any other person that beneficially owns, or whose
15         affiliates or associates beneficially own, directly or
16         indirectly, such shares.
17     (d) No provision of the articles a certificate of
18 incorporation or the by-laws by-law shall require, for any vote
19 of shareholders required by this Section a greater vote of
20 shareholders than that specified in this Section.
21     (e) The provisions of this Section 11.75 are severable and
22 any provision held invalid shall not affect or impair any of
23 the remaining provisions of this Section.
24 (Source: P.A. 93-59, eff. 7-1-03.)
 
25     (805 ILCS 5/12.40)  (from Ch. 32, par. 12.40)
26     Sec. 12.40. Procedure for administrative dissolution.
27     (a) After the Secretary of State determines that one or
28 more grounds exist under Section 12.35 for the administrative
29 dissolution of a corporation, he or she shall send by regular
30 mail to each delinquent corporation a Notice of Delinquency to
31 its registered office, or, if the corporation has failed to
32 maintain a registered office, then to the president or other
33 principal officer at the last known office of said officer.
34     (b) If the corporation does not correct the default
35 described in paragraphs (a) through (e) of Section 12.35 within

 

 

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1 90 days following such notice, the Secretary of State shall
2 thereupon dissolve the corporation by issuing a certificate of
3 dissolution that recites the ground or grounds for dissolution
4 and its effective date. If the corporation does not correct the
5 default described in paragraphs (f) through (h) of Section
6 12.35, within 30 days following such notice, the Secretary of
7 State shall thereupon dissolve the corporation by issuing a
8 certificate of dissolution as herein prescribed. The Secretary
9 of State shall file the original of the certificate in his or
10 her office, mail one copy to the corporation at its registered
11 office or, if the corporation has failed to maintain a
12 registered office, then to the president or other principal
13 officer at the last known office of said officer, and file one
14 copy for record in the office of the recorder of the county in
15 which the registered office of the corporation in this State is
16 situated, to be recorded by such recorder. The recorder shall
17 submit for payment to the Secretary of State, on a quarterly
18 basis, the amount of filing fees incurred.
19     (c) The administrative dissolution of a corporation
20 terminates its corporate existence and such a dissolved
21 corporation shall not thereafter carry on any business,
22 provided however, that such a dissolved corporation may take
23 all action authorized under Section 12.75 or necessary to wind
24 up and liquidate its business and affairs under Section 12.30.
25 (Source: P.A. 93-59, eff. 7-1-03.)
 
26     (805 ILCS 5/12.45)  (from Ch. 32, par. 12.45)
27     Sec. 12.45. Reinstatement following administrative
28 dissolution.
29     (a) A domestic corporation administratively dissolved
30 under Section 12.40 may be reinstated by the Secretary of State
31 within five years following the date of issuance of the
32 certificate of dissolution upon:
33         (1) The filing of an application for reinstatement.
34         (2) The filing with the Secretary of State by the
35     corporation of all reports then due and theretofore

 

 

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1     becoming due.
2         (3) The payment to the Secretary of State by the
3     corporation of all fees, franchise taxes, and penalties
4     then due and theretofore becoming due.
5     (b) The application for reinstatement shall be executed and
6 filed in duplicate in accordance with Section 1.10 of this Act
7 and shall set forth:
8         (1) The name of the corporation at the time of the
9     issuance of the certificate of dissolution.
10         (2) If such name is not available for use as determined
11     by the Secretary of State at the time of filing the
12     application for reinstatement, the name of the corporation
13     as changed, provided however, and any change of name is
14     properly effected pursuant to Section 10.05 and Section
15     10.30 of this Act.
16         (3) The date of the issuance of the certificate of
17     dissolution.
18         (4) The address, including street and number, or rural
19     route number of the registered office of the corporation
20     upon reinstatement thereof, and the name of its registered
21     agent at such address upon the reinstatement of the
22     corporation, provided however, that any change from either
23     the registered office or the registered agent at the time
24     of dissolution is properly reported pursuant to Section
25     5.10 of this Act.
26     (c) When a dissolved corporation has complied with the
27 provisions of this Sec the Secretary of State shall file the
28 application for reinstatement.
29     (d) Upon the filing of the application for reinstatement,
30 the corporate existence shall be deemed to have continued
31 without interruption from the date of the issuance of the
32 certificate of dissolution, and the corporation shall stand
33 revived with such powers, duties and obligations as if it had
34 not been dissolved; and all acts and proceedings of its
35 officers, directors and shareholders, acting or purporting to
36 act as such, which would have been legal and valid but for such

 

 

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1 dissolution, shall stand ratified and confirmed.
2 (Source: P.A. 92-33, eff. 7-1-01.)
 
3     (805 ILCS 5/12.50)  (from Ch. 32, par. 12.50)
4     Sec. 12.50. Grounds for judicial dissolution in actions by
5 nonshareholders.
6     (a) A Circuit Court may dissolve a corporation:
7         (1) In an action by the Attorney General, if it is
8     established that:
9             (i) The corporation filed its articles obtained
10         its certificate of incorporation through fraud; or
11             (ii) The corporation has continued to exceed or
12         abuse the authority conferred upon it by law, or has
13         continued to violate the law, after notice of the same
14         has been given to such corporation, either personally
15         or by registered mail; or
16             (iii) Any interrogatory propounded by the
17         Secretary of State to the corporation, its officers or
18         directors, as provided in this Act, has been answered
19         falsely or has not been answered fully within 30 days
20         after the mailing of such interrogatories by the
21         Secretary of State or within such extension of time as
22         shall have been authorized by the Secretary of State.
23         (2) In an action by a creditor, if it is established
24     that:
25             (i) The creditor's claim has been reduced to
26         judgment, a copy of the judgment has been returned
27         unsatisfied, and the corporation is insolvent; or
28             (ii) The corporation has admitted in writing that
29         the creditor's claim is due and owing, and the
30         corporation is insolvent.
31         (3) In an action by the corporation to dissolve under
32     court supervision, if it is established that dissolution is
33     reasonably necessary because the business of the
34     corporation can no longer be conducted to the general
35     advantage of its shareholders.

 

 

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1     (b) As an alternative to dissolution, the court may order
2 any of the other remedies contained in subsection (b) of
3 Section 12.55.
4 (Source: P.A. 89-169, eff. 7-19-95; 89-364, eff. 8-18-95.)
 
5     (805 ILCS 5/13.55)  (from Ch. 32, par. 13.55)
6     Sec. 13.55. Procedure for revocation of authority.
7     (a) After the Secretary of State determines that one or
8 more grounds exist under Section 13.50 for the revocation of
9 authority of a foreign corporation, he or she shall send by
10 regular mail to each delinquent corporation a Notice of
11 Delinquency to its registered office, or, if the corporation
12 has failed to maintain a registered office, then to the
13 president or other principal officer at the last known office
14 of said officer.
15     (b) If the corporation does not correct the default
16 described in paragraphs (c) through (k) of Section 13.50 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. If the corporation does not
21 correct the default described in paragraph (a), (b), or (l) of
22 Section 13.50, within 30 days following such notice, the
23 Secretary of State shall thereupon revoke the authority of the
24 corporation by issuing a certificate of revocation as herein
25 prescribed. The Secretary of State shall file the original of
26 the certificate in his or her office, mail one copy to the
27 corporation at its registered office or, if the corporation has
28 failed to maintain a registered office, then to the president
29 or other principal officer at the last known office of said
30 officer, and file one copy for record in the office of the
31 recorder of the county in which the registered office of the
32 corporation in this State is situated, to be recorded by such
33 recorder. The recorder shall submit for payment to the
34 Secretary of State, on a quarterly basis, the amount of filing
35 fees incurred.

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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1 postage prepaid, shall be deemed a compliance with this
2 requirement. If the Secretary of State finds that such
3 statement and reports conform to the requirements of this Act,
4 he or she shall file the same. If he or she finds that they do
5 not so conform, he or she shall promptly return the same to the
6 corporation for any necessary corrections, in which event the
7 penalties hereinafter prescribed for failure to file such
8 report within the time hereinabove provided shall not apply if
9 such statement, if applicable, and report are corrected to
10 conform to the requirements of this Act and returned to the
11 Secretary of State within 30 days of the date the report was
12 returned for corrections.
13     (d) Subsequent to the filing of the statement of election
14 and the interim annual report, the corporation shall file
15 within 60 days prior to the extended filing month a final
16 transition annual report reflecting the factual information
17 required by Section 14.05, and must pay the appropriate fees
18 and franchise taxes due, if any, or set forth the amount of any
19 overpayment to be credited against any other taxes applicable
20 under this Act which may thereafter be payable, in each case
21 based on any difference which may exist between its interim
22 annual report and its final transition annual report.
23 Compliance with this Section establishes a new reporting period
24 for documents required under Article 14 of this Act.
25 (Source: P.A. 86-985.)
 
26     (805 ILCS 5/15.10)  (from Ch. 32, par. 15.10)
27     Sec. 15.10. Fees for filing documents. The Secretary of
28 State shall charge and collect for:
29     (a) Filing articles of incorporation, $150.
30     (b) Filing articles of amendment, $50, unless the amendment
31 is a restatement of the articles of incorporation, in which
32 case the fee shall be $150.
33     (c) Filing articles of merger or consolidation, $100, but
34 if the merger or consolidation involves more than 2
35 corporations, $50 for each additional corporation.

 

 

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1     (d) Filing articles of share exchange, $100.
2     (e) Filing articles of dissolution, $5.
3     (f) Filing application to reserve a corporate name, $25.
4     (g) Filing a notice of transfer or cancellation of a
5 reserved corporate name, $25.
6     (h) Filing statement of change of address of registered
7 office or change of registered agent, or both, $25.
8     (i) Filing statement of the establishment of a series of
9 shares, $25.
10     (j) Filing an application of a foreign corporation for
11 authority to transact business in this State, $150.
12     (k) Filing an application of a foreign corporation for
13 amended authority to transact business in this State, $25.
14     (l) Filing a copy of amendment to the articles of
15 incorporation of a foreign corporation holding authority to
16 transact business in this State, $50, unless the amendment is a
17 restatement of the articles of incorporation, in which case the
18 fee shall be $150.
19     (m) Filing a copy of articles of merger of a foreign
20 corporation holding a certificate of authority to transact
21 business in this State, $100, but if the merger involves more
22 than 2 corporations, $50 for each additional corporation.
23     (n) Filing an application for withdrawal and final report
24 or a copy of articles of dissolution of a foreign corporation,
25 $25.
26     (o) Filing an annual report, interim annual report, or
27 final transition annual report of a domestic or foreign
28 corporation, $75.
29     (p) Filing an application for reinstatement of a domestic
30 or a foreign corporation, $200.
31     (q) Filing an application for use of an assumed corporate
32 name, $150 for each year or part thereof ending in 0 or 5, $120
33 for each year or part thereof ending in 1 or 6, $90 for each
34 year or part thereof ending in 2 or 7, $60 for each year or part
35 thereof ending in 3 or 8, $30 for each year or part thereof
36 ending in 4 or 9, between the date of filing the application

 

 

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1 and the date of the renewal of the assumed corporate name; and
2 a renewal fee for each assumed corporate name, $150.
3     (r) To change an assumed corporate name for the period
4 remaining until the renewal date of the original assumed name,
5 $25.
6     (s) Filing an application for cancellation of an assumed
7 corporate name, $5.
8     (t) Filing an application to register the corporate name of
9 a foreign corporation, $50; and an annual renewal fee for the
10 registered name, $50.
11     (u) Filing an application for cancellation of a registered
12 name of a foreign corporation, $25.
13     (v) Filing a statement of correction, $50.
14     (w) Filing a petition for refund or adjustment, $5.
15     (x) Filing a statement of election of an extended filing
16 month, $25.
17     (y) Filing any other statement or report, $5.
18 (Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 12-1-03; 93-59,
19 eff. 7-1-03; revised 9-5-03.)
 
20     (805 ILCS 5/15.45)  (from Ch. 32, par. 15.45)
21     Sec. 15.45. Rate of franchise taxes payable by domestic
22 corporations.
23     (a) The annual franchise tax payable by each domestic
24 corporation shall be computed at the rate of 1/12 of 1/10 of 1%
25 for each calendar month or fraction thereof for the period
26 commencing on the first day of July 1983 to the first day of
27 the anniversary month in 1984, but in no event shall the amount
28 of the annual franchise tax be less than $2.08333 per month
29 assessed on a minimum of $25 per annum or more than
30 $83,333.333333 per month; commencing on January 1, 1984 to the
31 first day of the anniversary month in 2004, the annual
32 franchise tax payable by each domestic corporation shall be
33 computed at the rate of 1/10 of 1% for the 12-months' period
34 commencing on the first day of the anniversary month or, in
35 cases where a corporation has established an extended filing

 

 

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

 

 

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1 second extended filing month, less the annual franchise tax
2 theretofore paid at the time of filing the statement of
3 election, but in no event shall the amount of the annual
4 franchise tax be less than $2.08333 per month assessed on a
5 minimum of $25 per annum or more than $83,333.333333 per month;
6 commencing with the first anniversary month that occurs after
7 December, 2003, the annual franchise tax payable at the time of
8 filing the final transition annual report shall be an amount
9 equal to (i) 1/12 of 1/10 of 1% per month of the proportion of
10 paid-in capital represented in this State as shown in the final
11 transition annual report multiplied by (ii) the number of
12 months commencing with the anniversary month next following the
13 filing of the statement of election until, but excluding, the
14 second extended filing month, less the annual franchise tax
15 theretofore paid at the time of filing the statement of
16 election, but in no event shall the amount of the annual
17 franchise tax be less than $2.08333 per month assessed on a
18 minimum of $25 per annum or more than $166,666.666666 per
19 month.
20     (d) The initial franchise tax payable after January 1,
21 1983, but prior to January 1, 1991, by each domestic
22 corporation shall be computed at the rate of 1/10 of 1% for the
23 12 months' period commencing on the first day of the
24 anniversary month in which the articles of incorporation are
25 filed by certificate of incorporation is issued to the
26 corporation under Section 2.10 of this Act, but in no event
27 shall the franchise tax be less than $25 nor more than
28 $1,000,000 per annum. The initial franchise tax payable on or
29 after January 1, 1991, but prior to January 1, 2004, by each
30 domestic corporation shall be computed at the rate of 15/100 of
31 1% for the 12 month period commencing on the first day of the
32 anniversary month in which the articles of incorporation are
33 filed in accordance with Section 2.10 of this Act, but in no
34 event shall the initial franchise tax be less than $25 nor more
35 than $1,000,000 per annum plus 1/20th of 1% of the basis
36 therefor. The initial franchise tax payable on or after January

 

 

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1 1, 2004, by each domestic corporation shall be computed at the
2 rate of 15/100 of 1% for the 12-month period commencing on the
3 first day of the anniversary month in which the articles of
4 incorporation are filed in accordance with Section 2.10 of this
5 Act, but in no event shall the initial franchise tax be less
6 than $25 nor more than $2,000,000 per annum plus 1/10th of 1%
7 of the basis therefor.
8     (e) Each additional franchise tax payable by each domestic
9 corporation for the period beginning January 1, 1983 through
10 December 31, 1983 shall be computed at the rate of 1/12 of 1/10
11 of 1% for each calendar month or fraction thereof, between the
12 date of each respective increase in its paid-in capital and its
13 anniversary month in 1984; thereafter until the last day of the
14 month that is both after December 31, 1990 and the third month
15 immediately preceding the anniversary month in 1991, each
16 additional franchise tax payable by each domestic corporation
17 shall be computed at the rate of 1/12 of 1/10 of 1% for each
18 calendar month, or fraction thereof, between the date of each
19 respective increase in its paid-in capital and its next
20 anniversary month; however, if the increase occurs within the 2
21 month period immediately preceding the anniversary month, the
22 tax shall be computed to the anniversary month of the next
23 succeeding calendar year. Commencing with increases in paid-in
24 capital that occur subsequent to both December 31, 1990 and the
25 last day of the third month immediately preceding the
26 anniversary month in 1991, the additional franchise tax payable
27 by a domestic corporation shall be computed at the rate of
28 15/100 of 1%.
29 (Source: P.A. 93-32, eff. 12-1-03.)
 
30     (805 ILCS 5/15.80)  (from Ch. 32, par. 15.80)
31     Sec. 15.80. Computation and collection of annual franchise
32 taxes - proceeding for dissolution or revocation if not paid.
33     (a) It shall be the duty of the Secretary of State to
34 collect all annual franchise taxes, penalties, and interest
35 imposed by or payable in accordance with this Act.

 

 

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1     (b) During the calendar year 1983, each corporation must
2 pay its annual franchise tax within 60 days preceding July 1,
3 1983, for the taxable year beginning July 1, 1983 to each
4 corporation's anniversary month in 1984; thereafter, within 60
5 days prior to the first day of the anniversary month or, in
6 cases where a corporation has established an extended filing
7 month, the extended filing month each year the Secretary of
8 State shall collect from each corporation, domestic or foreign,
9 required to file an annual report in such year, the franchise
10 tax payable by it for the 12 months' period commencing on the
11 first day of the anniversary month or, in cases where a
12 corporation has established an extended filing month, the
13 extended filing month of such year or, in the case of a
14 corporation which has filed a statement of election of an
15 extended filing date, the interim period resulting therefrom in
16 accordance with the foregoing provisions; and, if it has failed
17 to file its annual report and pay its franchise tax within the
18 time prescribed by this Act, the penalties and interest will be
19 imposed pursuant to this Act upon such corporation for its
20 failure so to do; and the Secretary of State shall mail a
21 written notice to each corporation against which such tax is
22 payable, addressed to such corporation at its registered office
23 in this State, notifying the corporation: (1) of the amount of
24 franchise tax payable for the taxable year and the amount of
25 penalties and interest due for failure to file its annual
26 report and pay its franchise tax; and (2) that such tax and
27 penalties and interest shall be payable to the Secretary of
28 State. Failure to receive such notice shall not relieve the
29 corporation of its obligation to pay the tax and any penalties
30 and any interest due or invalidate the validity thereof.
31     (c) All annual franchise taxes for the taxable year
32 commencing on July 1, 1983 to the anniversary month of each
33 corporation in 1984 shall be due and payable by July 1, 1983.
34 Beginning with January 1984, all annual reports, fees, and
35 franchise taxes shall be due and payable prior to the first day
36 of the anniversary month or, in the case of a corporation which

 

 

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1 has established an extended filing month subsequent to January
2 1, 1991, the extended filing month of each corporation each
3 year. If the annual franchise tax due from any corporation
4 subject to the provisions of this Act together with all
5 penalties and interest imposed thereon, shall not be paid to
6 the Secretary of State before the date of the year in which
7 such tax is due and payable, the Secretary of State shall
8 proceed under Section 12.40 of this Act for the dissolution of
9 a domestic corporation or under Section 13.55 for revocation of
10 a foreign corporation.
11     (d) For the purpose of enforcing collection, all annual
12 franchise taxes payable in accordance with this Act, and all
13 penalties due thereon and all interest and costs that shall
14 accrue in connection with the collection thereof, shall be a
15 prior and first lien on the real and personal property of the
16 corporation from and including the date of the year when such
17 franchise taxes become due and payable until such taxes,
18 penalties, interest, and costs shall have been paid.
19 (Source: P.A. 93-59, eff. 7-1-03.)
 
20     (805 ILCS 5/15.90)  (from Ch. 32, par. 15.90)
21     Sec. 15.90. Statute of limitations.
22     (a) Except as otherwise provided in this Section and
23 notwithstanding anything to the contrary contained in any other
24 Section of this Act, no domestic corporation or foreign
25 corporation shall be obligated to pay any annual franchise tax,
26 fee, or penalty or interest thereon imposed under this Act, nor
27 shall any administrative or judicial sanction (including
28 dissolution) be imposed or enforced nor access to the courts of
29 this State be denied based upon nonpayment thereof more than 7
30 years after the date of filing the annual report with respect
31 to the period during which the obligation for the tax, fee,
32 penalty or interest arose, unless (1) within that 7 year period
33 the Secretary of State sends a written notice to the
34 corporation to the effect that (A) administrative or judicial
35 action to dissolve the corporation or revoke its certificate of

 

 

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1 authority for nonpayment of a tax, fee, penalty or interest has
2 been commenced; or (B) the corporation has submitted a report
3 but has failed to pay a tax, fee, penalty or interest required
4 to be paid therewith; or (C) a report with respect to an event
5 or action giving rise to an obligation to pay a tax, fee,
6 penalty or interest is required but has not been filed, or has
7 been filed and is in error or incomplete; or (2) the annual
8 report by the corporation was filed with fraudulent intent to
9 evade taxes payable under this Act. A corporation nonetheless
10 shall be required to pay all taxes that would have been payable
11 during the most recent 7 year period due to a previously
12 unreported increase in paid-in capital that occurred prior to
13 that 7 year period and interest and penalties thereon for that
14 period.
15     (b) If within 2 years following a change in control of a
16 corporation the corporation voluntarily pays in good faith all
17 known obligations of the corporation imposed by this Article 15
18 with respect to reports that were required to have been filed
19 since the beginning of the 7 year period ending on the
20 effective date of the change in control, no action shall be
21 taken to enforce or collect obligations of that corporation
22 imposed by this Article 15 with respect to reports that were
23 required to have been filed prior to that 7 year period
24 regardless of whether the limitation period set forth in
25 subsection (a) is otherwise applicable. For purposes of this
26 subsection (b), a change in control means a transaction, or a
27 series of transactions consummated within a period of 180
28 consecutive days, as a result of which a person which owned
29 less than 10% of the shares having the power to elect directors
30 of the corporation acquires shares such that the person becomes
31 the holder of 80% or more of the shares having such power. For
32 purposes of this subsection (b) a person means any natural
33 person, corporation, partnership, trust or other entity
34 together with all other persons controlled by, controlling or
35 under common control with such person.
36     (c) Except as otherwise provided in this Section and

 

 

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1 notwithstanding anything to the contrary contained in any other
2 Section of this Act, no foreign corporation that has not
3 previously obtained a certificate of authority under this Act
4 shall, upon voluntary application for a certificate of
5 authority filed with the Secretary of State prior to January 1,
6 2001, be obligated to pay any tax, fee, penalty, or interest
7 imposed under this Act, nor shall any administrative or
8 judicial sanction be imposed or enforced based upon nonpayment
9 thereof with respect to a period during which the obligation
10 arose that is prior to January 1, 1993 unless (1) prior to
11 receipt of the application for a certificate of authority the
12 Secretary of State had sent written notice to the corporation
13 regarding its failure to obtain a certificate of authority, (2)
14 the corporation had submitted an application for a certificate
15 of authority previously but had failed to pay any tax, fee,
16 penalty or interest to be paid therewith, or (3) the
17 application for a certificate of authority was submitted by the
18 corporation with fraudulent intent to evade taxes payable under
19 this Act. A corporation nonetheless shall be required to pay
20 all taxes and fees due under this Act that would have been
21 payable since January 1, 1993 as a result of commencing the
22 transaction of its business in this State and interest thereon
23 for that period.
24 (Source: P.A. 90-421, eff. 1-1-98.)
 
25     Section 15. The Professional Service Corporation Act is
26 amended by changing Section 5 as follows:
 
27     (805 ILCS 10/5)  (from Ch. 32, par. 415-5)
28     Sec. 5.
29     A professional corporation organized under this Act may
30 consolidate or merge only with another domestic professional
31 corporation organized under this Act to render the same
32 specific professional service or related professional services
33 or with a domestic limited liability company organized under
34 the Limited Liability Company Act to render the same specific

 

 

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1 professional service or related professional services and a
2 merger or consolidation with any foreign corporation or foreign
3 limited liability company is prohibited. A professional
4 association organized under the "Act to Authorize Professional
5 Associations", approved August 9, 1961, as amended, may merge
6 with a professional corporation formed under this Act by
7 complying with Section 4 of this Act.
8 (Source: P.A. 78-783.)
 
9     Section 20. The General Not For Profit Corporation Act of
10 1986 is amended by changing Sections 101.45, 101.70, 103.30,
11 104.05, 104.10, 104.20, 105.05, 105.10, 108.05, 111.37,
12 112.45, 112.50, 113.20, 113.55, 113.60, 113.70, 114.05, and
13 115.10 as follows:
 
14     (805 ILCS 105/101.45)  (from Ch. 32, par. 101.45)
15     Sec. 101.45. Judicial review under the Administrative
16 Review Law. If the Secretary of State shall fail to approve any
17 articles of incorporation, amendment, merger, consolidation,
18 or dissolution, or any other document required by this Act to
19 be approved by the Secretary of State before the same shall be
20 filed in his or her office, the Secretary shall, within 10 days
21 after the delivery thereof to him or her, give written notice
22 of his or her disapproval to the person or corporation,
23 domestic or foreign, delivering the same, specifying the
24 reasons therefor. The decision of the Secretary of State is
25 subject to judicial review under the Administrative Review Law,
26 as now or hereafter amended.
27     If the Secretary of State shall revoke the certificate of
28 authority to conduct affairs in this State of any foreign
29 corporation, pursuant to this Act, such decision shall be
30 subject to judicial review under the Administrative Review Law,
31 as now or hereafter amended.
32     Appeals from all final orders and judgment entered by the
33 circuit court under this section in review of any ruling or
34 decision of the Secretary of State may be taken as in other

 

 

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1 civil actions by either party to the proceeding.
2 (Source: P.A. 84-1423.)
 
3     (805 ILCS 105/101.70)  (from Ch. 32, par. 101.70)
4     Sec. 101.70. Application of Act. (a) Except as otherwise
5 provided in this Act, the provisions of this Act relating to
6 domestic corporations shall apply to:
7     (1) All corporations organized hereunder;
8     (2) All corporations heretofore organized under the
9 "General Not for Profit Corporation Act", approved July 17,
10 1943, as amended;
11     (3) All not-for-profit corporations heretofore organized
12 under Sections 29 to 34, inclusive, of an Act entitled "An Act
13 Concerning Corporations" approved April 18, 1872, in force July
14 1, 1872, as amended;
15     (4) Each not-for-profit corporation, without shares or
16 capital stock, heretofore organized under any general law or
17 created by Special Act of the Legislature of this State for a
18 purpose or purposes for which a corporation may be organized
19 under this Act, but not otherwise entitled to the rights,
20 privileges, immunities and franchises provided by this Act,
21 which shall elect to accept this Act as hereinafter provided;
22 and
23     (5) Each corporation having shares or capital stock,
24 heretofore organized under any general law or created by
25 Special Act of the Legislature of this State prior to the
26 adoption of the Constitution of 1870, for a purpose or purposes
27 for which a corporation may be organized under this Act, which
28 shall elect to accept this Act as hereinafter provided.
29     (b) Except as otherwise provided by this Act, the
30 provisions of this Act relating to foreign corporations shall
31 apply to:
32     (1) All foreign corporations which procure a certificate of
33 authority hereunder to conduct affairs in this State;
34     (2) All foreign corporations heretofore having a
35 certificate of authority to conduct affairs in this State under

 

 

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1 the "General Not for Profit Corporation Act", approved July 17,
2 1943, as amended; and
3     (3) All foreign not-for-profit corporations conducting
4 affairs in this State for a purpose or purposes for which a
5 corporation might be organized under this Act.
6     (c) The provisions of subsection (b) of Section 110.05 of
7 this Act relating to revival of the articles of incorporation
8 and extension of the period of corporate duration of a domestic
9 corporation shall apply to all corporations organized under the
10 "General Not for Profit Corporation Act", approved July 17,
11 1943, as amended, and whose period of duration has expired.
12     (d) The provisions of Section 112.45 of this Act relating
13 to reinstatement following administrative dissolution of a
14 domestic corporation shall apply to all corporations
15 involuntarily dissolved after June 30, 1974, by the Secretary
16 of State, pursuant to Section 50a of the "General Not for
17 Profit Corporation Act", approved July 17, 1943, as amended.
18     (e) The provisions of Section 113.60 of this Act relating
19 to reinstatement following revocation of the certificate of
20 authority of a foreign corporation shall apply to all foreign
21 corporations which had their certificates of authority revoked
22 by the Secretary of State pursuant to Section 84 or Section 84a
23 of the "General Not for Profit Corporation Act", approved July
24 17, 1943, as amended.
25 (Source: P.A. 84-1423.)
 
26     (805 ILCS 105/103.30)
27     Sec. 103.30. Homeowners' association; American flag or
28 military flag.
29     (a) Notwithstanding any provision in the association's
30 declaration, covenants, bylaws, rules, regulations, or other
31 instruments or any construction of any of those instruments by
32 an association's board of directors, a homeowners' association
33 incorporated under this Act may not prohibit the outdoor
34 display of the American flag or a military flag, or both, by a
35 homeowner on that homeowner's property if the American flag is

 

 

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1 displayed in a manner consistent with Sections 4 through 10 of
2 Chapter 1 of Title 4 of the United States Code and a military
3 flag is displayed in accordance with any reasonable rules and
4 regulations adopted by the association. An association may
5 adopt reasonable rules and regulations, consistent with
6 Sections 4 through 10 of Chapter 1 of Title 4 of the United
7 States Code, regarding the placement and manner of display of
8 the American flag and an association may adopt reasonable rules
9 and regulations regarding the placement and manner of display
10 of a military flag. An association may not prohibit the
11 installation of a flagpole for the display of the American flag
12 or a military flag, or both, but the association may adopt
13 reasonable rules and regulations regarding the location and
14 size of flagpoles.
15     (b) As used in this Section:
16     (1) "American flag" means the flag of the United States (as
17 defined in Section 1 of Chapter 1 of Title 4 of the United
18 States Code and the Executive Orders entered in connection with
19 that Section) made of fabric, cloth, or paper displayed from a
20 staff or flagpole or in a window, but "American flag" does not
21 include a depiction or emblem of the American flag made of
22 lights, paint, roofing, siding, paving materials, flora, or
23 balloons, or any other similar building, landscaping, or
24 decorative component.
25     (2) "Homeowners' association" includes a property owners'
26 association, townhome association, and any similar entity, and
27 "homeowner" includes a townhome owner.
28     (3) "Military flag" means a flag of any branch of the
29 United States armed forces or the Illinois National Guard made
30 of fabric, cloth, or paper displayed from a staff or flagpole
31 or in a window, but "military flag" does not include a
32 depiction or emblem of a military flag made of lights, paint,
33 roofing, siding, paving materials, flora, or balloons, or any
34 other similar building, landscaping, or decorative component.
35 (Source: P.A. 93-481, eff. 1-1-04.)
 

 

 

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1     (805 ILCS 105/104.05)  (from Ch. 32, par. 104.05)
2     Sec. 104.05. Corporate name of domestic or foreign
3 corporation.
4     (a) The corporate name of a domestic corporation or of a
5 foreign corporation organized, existing or subject to the
6 provisions of this Act:
7         (1) May contain, separate and apart from any other word
8     or abbreviation in such name, the word "corporation,"
9     "company," "incorporated," or "limited," or an
10     abbreviation of one of such words;
11         (2) Must end with the letters "NFP" if the corporate
12     name contains any word or phrase which indicates or implies
13     that the corporation is organized for any purpose other
14     than a purpose for which corporations may be organized
15     under this Act or a purpose other than a purpose set forth
16     in the corporation's articles of incorporation;
17         (3) Shall be distinguishable upon the records in the
18     the office of the Secretary of State from the name or
19     assumed name of any domestic corporation or limited
20     liability company organized under the Limited Liability
21     Company Act, whether for profit or not for profit, existing
22     under any Act of this State or the name or assumed name of
23     any foreign corporation or foreign limited liability
24     company registered under the Limited Liability Company
25     Act, whether for profit or not for profit, authorized to
26     transact business or conduct affairs in this State, or a
27     name the exclusive right to which is, at the time, reserved
28     or registered in the manner provided in this Act or Section
29     1-15 of the Limited Liability Company Act, except that,
30     subject to the discretion of the Secretary of State, a
31     foreign corporation that has a name prohibited by this
32     paragraph may be issued a certificate of authority to
33     conduct its affairs in this State, if the foreign
34     corporation:
35             (i) Elects to adopt an assumed corporation name or
36         names in accordance with Section 104.15 of this Act;

 

 

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1         and
2             (ii) Agrees in its application for a certificate of
3         authority to conduct affairs in this State only under
4         such assumed corporate name or names;
5         (4) Shall not contain a word or phrase, or an
6     abbreviation or derivation thereof, the use of which is
7     prohibited or restricted by any other statute of this State
8     unless such restriction has been complied with;
9         (5) Shall consist of letters of the English alphabet,
10     Arabic or Roman numerals, or symbols capable of being
11     readily reproduced by the office of the Secretary of State;
12         (6) Shall not contain the words "regular democrat,"
13     "regular democratic," "regular republican," "democrat,"
14     "democratic," or "republican," nor the name of any other
15     established political party, unless consent to usage of
16     such words or name is given to the corporation by the State
17     central committee of such established political party;
18     notwithstanding any other provisions of this Act, any
19     corporation, whose name at the time this amendatory Act
20     takes effect contains any of the words listed in this
21     paragraph shall certify to the Secretary of State no later
22     than January 1, 1989, that consent has been given by the
23     State central committee; consent given to a corporation by
24     the State central committee to use the above listed words
25     may be revoked upon notification to the corporation and the
26     Secretary of State; and
27         (7) Shall be the name under which the corporation shall
28     conduct affairs in this State unless the corporation shall
29     also elect to adopt an assumed corporate name or names as
30     provided in this Act; provided, however, that the
31     corporation may use any divisional designation or trade
32     name without complying with the requirements of this Act,
33     provided the corporation also clearly discloses its
34     corporate name.
35     (b) The Secretary of State shall determine whether a name
36 is "distinguishable" from another name for purposes of this

 

 

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

 

 

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1     (e) Any person intending to organize a foreign corporation
2 and intending to have such corporation make application for a
3 certificate of authority to conduct affairs in this State;
4     (f) Any domestic corporation intending to adopt an assumed
5 corporate name; or
6     (g) Any foreign corporation authorized to conduct affairs
7 in this State and intending to adopt an assumed corporate name.
8     Such reservation shall be made by filing in the office of
9 the Secretary of State an application to reserve a specified
10 corporate name or a specified assumed corporate name, executed
11 by the applicant. If the Secretary of State finds that such
12 name is available for corporate use, he or she shall reserve
13 the same for the exclusive use of such applicant for a period
14 of ninety days or until surrendered by a written cancellation
15 document signed by the applicant, whichever is sooner.
16     The right to the exclusive use of a specified corporate
17 name or assumed corporate name so reserved may be transferred
18 to any other person by filing in the office of the Secretary of
19 State a notice of such transfer, executed by the person for
20 whom such name was reserved, and specifying the name and
21 address of the transferee.
22     The Secretary of State may revoke any reservation if, after
23 a hearing, he or she finds that the application therefor or any
24 transfer thereof was made contrary to this Act.
25 (Source: P.A. 84-1423.)
 
26     (805 ILCS 105/104.20)  (from Ch. 32, par. 104.20)
27     Sec. 104.20. Change and cancellation of assumed corporate
28 name. (a) Any domestic or foreign corporation may, pursuant to
29 resolution by its board of directors, change or cancel any or
30 all of its assumed corporate names by executing and filing, in
31 accordance with Section 101.10 of this Act, an application
32 setting forth:
33     (1) The true corporate name;
34     (2) The state or country under the laws of which it is
35 organized;

 

 

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1     (3) That it intends to cease conducting affairs under an
2 assumed corporate name by changing or canceling it;
3     (4) The assumed corporate name to be changed from or
4 cancelled;
5     (5) If the assumed corporate name is to be changed, the
6 assumed corporate name which the corporation proposes to use.
7     (b) Upon the filing of an application to change an assumed
8 corporate name, the corporation shall have the right to use
9 such assumed corporate name for the period authorized by
10 subsection (d) of Section 104.15 of this Act.
11     (c) The right to use an assumed corporate name shall be
12 cancelled by the Secretary of State:
13     (1) If the corporation fails to renew an assumed corporate
14 name;
15     (2) If the corporation has filed an application to change
16 or cancel an assumed corporate name;
17     (3) If a domestic corporation has been dissolved;
18     (4) If a foreign corporation has had its certificate of
19 authority to conduct affairs in this State revoked.
20 (Source: P.A. 85-1269.)
 
21     (805 ILCS 105/105.05)  (from Ch. 32, par. 105.05)
22     Sec. 105.05. Registered office and registered agent.
23     (a) Each domestic corporation and each foreign corporation
24 having authority to conduct affairs in this State shall have
25 and continuously maintain in this State:
26         (1) A registered office which may be, but need not be,
27     the same as its place of business in this State.
28         (2) A registered agent, which agent may be either an
29     individual, resident in this State, whose business office
30     is identical with such registered office, or a domestic
31     corporation for profit or a foreign corporation for profit
32     authorized to conduct affairs in this State that is
33     authorized by its articles of incorporation to act as such
34     agent, having a business office identical with such
35     registered office.

 

 

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1     (b) The address, including street and number, if any, of
2 the initial registered office, and the name of the initial
3 registered agent of each corporation organized under this Act
4 shall be stated in its articles of incorporation; and of each
5 foreign corporation shall be stated in its application for
6 authority to conduct affairs in this State.
7     (c) In the event of dissolution of a corporation, either
8 voluntary, administrative, or judicial, the registered agent
9 and the registered office of the corporation on record with the
10 Secretary of State on the date of the issuance of the
11 certificate or judgment of dissolution shall be an agent of the
12 corporation upon whom claims can be served or service of
13 process can be had during the two year post-dissolution period
14 provided in Section 112.80 of this Act, unless such agent
15 resigns or the corporation properly reports a change of
16 registered office or registered agent.
17     (d) In the event of revocation of a certificate of
18 authority of a foreign corporation to conduct affairs, the
19 registered agent and the registered office of the corporation
20 on record with the Secretary of State on the date of the
21 issuance of the certificate of revocation shall be an agent of
22 the corporation upon whom claims can be served or service of
23 process can be had, unless such agent resigns.
24 (Source: P.A. 92-33, eff. 7-1-01.)
 
25     (805 ILCS 105/105.10)  (from Ch. 32, par. 105.10)
26     Sec. 105.10. Change of registered office or registered
27 agent.
28     (a) A domestic corporation or a foreign corporation may
29 from time to time change the address of its registered office.
30 A domestic corporation or a foreign corporation shall change
31 its registered agent if the office of registered agent shall
32 become vacant for any reason, or if its registered agent
33 becomes disqualified or incapacitated to act, or if the
34 corporation revokes the appointment of its registered agent.
35     (b) A domestic corporation or a foreign corporation may

 

 

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1 change the address of its registered office or change its
2 registered agent, or both, by so indicating on the statement of
3 change on the annual report of that corporation filed pursuant
4 to Section 114.10 of this Act or by executing and filing in
5 duplicate, in accordance with Section 101.10 of this Act, a
6 statement setting forth:
7         (1) the name of the corporation;
8         (2) the address, including street and number, or rural
9     route number, of its then registered office;
10         (3) if the address of its registered office be changed,
11     the address, including street and number, or rural route
12     number, to which the registered office is to be changed;
13         (4) the name of its then registered agent;
14         (5) if its registered agent be changed, the name of its
15     successor registered agent;
16         (6) that the address of its registered office and the
17     address of the business office of its registered agent, as
18     changed, will be identical;
19         (7) that such change was authorized by resolution duly
20     adopted by the board of directors.
21     (c) (Blank). A legible copy of the statement of change as
22 on the annual report returned by the Secretary of State shall
23 be filed for record within the time prescribed by this Act in
24 the office of the Recorder of the county in which the
25 registered office of the corporation in this State was situated
26 before the filing of the statement in the Office of the
27 Secretary of State.
28     (d) If the registered office is changed from one county to
29 another county, then the corporation shall also file for record
30 within the time prescribed by this Act in the office of the
31 Recorder of the county to which such registered office is
32 changed:
33         (1) In the case of a domestic corporation:
34             (i) A copy of its articles of incorporation
35         certified by the Secretary of State.
36             (ii) A copy of the statement of change of address

 

 

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1         of its registered office, certified by the Secretary of
2         State.
3         (2) In the case of a foreign corporation:
4             (i) A copy of its application for authority to
5         transact business in this State, certified by the
6         Secretary of State.
7             (ii) A copy of all amendments to such certificate
8         of authority, if any, likewise certified by the
9         Secretary of State.
10             (iii) A copy of the statement of change of address
11         of its registered office certified by the Secretary of
12         State.
13     (e) The change of address of the registered office, or the
14 change of registered agent, or both, as the case may be, shall
15 become effective upon the filing of such statement by the
16 Secretary of State.
17 (Source: P.A. 91-357, eff. 7-29-99; 92-33, eff. 7-1-01.)
 
18     (805 ILCS 105/108.05)  (from Ch. 32, par. 108.05)
19     Sec. 108.05. Board of directors.
20     (a) Each corporation shall have a board of directors, and
21 except as provided in articles of incorporation or the bylaws,
22 the affairs of the corporation shall be managed by or under the
23 direction of the board of directors.
24     (b) The articles of incorporation or bylaws may prescribe
25 qualifications for directors. A director need not be a resident
26 of this State or a member of the corporation unless the
27 articles of incorporation or bylaws so prescribe. The articles
28 of incorporation or the bylaws may prescribe other
29 qualifications for directors.
30     (c) Unless otherwise provided in the articles of
31 incorporation or bylaws, the board of directors, by the
32 affirmative vote of a majority of the directors then in office,
33 shall have authority to establish reasonable compensation of
34 all directors for services to the corporation as directors,
35 officers or otherwise, notwithstanding the provisions of

 

 

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1 Section 108.60 of this Act.
2     (d) No director may act by proxy on any matter.
3 (Source: P.A. 87-854.)
 
4     (805 ILCS 105/111.37)  (from Ch. 32, par. 111.37)
5     Sec. 111.37. Merger of domestic corporations and domestic
6 or foreign corporations for profit.
7     (a) One or more domestic corporations and one or more
8 domestic or foreign corporations for profit may merge into one
9 of such domestic corporations or consolidate into a new
10 domestic corporation, provided that such merger or
11 consolidation is permitted by the laws of the state or country
12 under which each such foreign corporation for profit is
13 organized.
14     (b) Each domestic corporation shall comply with the
15 provisions of this Act with respect to the merger or
16 consolidation of domestic corporations, each domestic
17 corporation for profit shall comply with the provisions of the
18 Business Corporation Act of 1983, as amended, with respect to
19 merger or consolidation of domestic corporations for profit,
20 each foreign corporation for profit shall comply with the laws
21 of the State or country under which it is organized, and each
22 foreign corporation for profit having a certificate of
23 authority to transact business in this State under the
24 provisions of the Business Corporation Act of 1983, as amended,
25 shall comply with the provisions of such Act with respect to
26 merger or consolidation of foreign corporations for profit.
27     (c) The plan of merger or consolidation shall set forth, in
28 addition to all matters required by Section 111.05 of this Act,
29 the manner and basis of converting shares of each merging or
30 consolidating domestic or foreign corporation for profit into
31 membership or other interests of the surviving domestic
32 corporation, or into cash, or into property, or into any
33 combination of the foregoing.
34     (d) The effect of a merger or consolidation under this
35 Section shall be the same as in the case of a merger or

 

 

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1 consolidation of domestic corporations.
2 (Source: P.A. 93-59, eff. 7-1-03.)
 
3     (805 ILCS 105/112.45)  (from Ch. 32, par. 112.45)
4     Sec. 112.45. Reinstatement following administrative
5 dissolution.
6     (a) A domestic corporation administratively dissolved
7 under Section 112.40 of this Act may be reinstated by the
8 Secretary of State within five years following the date of
9 issuance of the certificate of dissolution upon:
10         (1) The filing of an application for reinstatement;
11         (2) The filing with the Secretary of State by the
12     corporation of all reports then due and theretofore
13     becoming due;
14         (3) The payment to the Secretary of State by the
15     corporation of all fees and penalties then due and
16     theretofore becoming due.
17     (b) The application for reinstatement shall be executed and
18 filed in duplicate in accordance with Section 101.10 of this
19 Act and shall set forth:
20         (1) The name of the corporation at the time of the
21     issuance of the certificate of dissolution;
22         (2) If such name is not available for use as determined
23     by the Secretary of State at the time of filing the
24     application for reinstatement, the name of the corporation
25     as changed; provided, however, that any change of name is
26     properly effected pursuant to Section 110.05 and Section
27     110.30 of this Act;
28         (3) The date of the issuance of the certificate of
29     dissolution;
30         (4) The address, including street and number, or rural
31     route number, of the registered office of the corporation
32     upon reinstatement thereof, and the name of its registered
33     agent at such address upon the reinstatement of the
34     corporation, provided however, that any change from either
35     the registered office or the registered agent at the time

 

 

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

 

 

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

 

 

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1 (Source: P.A. 92-33, eff. 7-1-01.)
 
2     (805 ILCS 105/113.55)  (from Ch. 32, par. 113.55)
3     Sec. 113.55. Procedure for revocation of certificate of
4 authority.
5     (a) After the Secretary of State determines that one or
6 more grounds exist under Section 113.50 of this Act for the
7 revocation of authority of a foreign corporation, he or she
8 shall send by regular mail to each delinquent corporation a
9 Notice of Delinquency to its registered office, or, if the
10 corporation has failed to maintain a registered office, then to
11 the president or other principal officer at the last known
12 office of said officer.
13     (b) If the corporation does not correct the default 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. The Secretary of State shall
18 file the original of the certificate in his or her office, mail
19 one copy to the corporation at its registered office or, if the
20 corporation has failed to maintain a registered office, then to
21 the president or other principal officer at the last known
22 office of said officer, and file one copy for record in the
23 office of the Recorder of the county in which the registered
24 office of the corporation in this State is situated, to be
25 recorded by such Recorder. The Recorder shall submit for
26 payment, on a quarterly basis, to the Secretary of State the
27 amount of filing fees incurred.
28     (c) Upon the issuance of the certificate of revocation, the
29 authority of the corporation to conduct affairs in this State
30 shall cease and such revoked corporation shall not thereafter
31 conduct any affairs in this State.
32 (Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
 
33     (805 ILCS 105/113.60)  (from Ch. 32, par. 113.60)
34     Sec. 113.60. Reinstatement following revocation.

 

 

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1     (a) A foreign corporation revoked under Section 113.55 of
2 this Act may be reinstated by the Secretary of State within
3 five years following the date of issuance of the certificate of
4 revocation upon:
5         (1) The filing of an application for reinstatement;
6         (2) The filing with the Secretary of State by the
7     corporation of all reports then due and theretofore
8     becoming due; and
9         (3) The payment to the Secretary of State by the
10     corporation of all fees and penalties then due and
11     theretofore becoming due.
12     (b) The application for reinstatement shall be executed and
13 filed in duplicate in accordance with Section 101.10 of this
14 Act and shall set forth:
15         (1) The name of the corporation at the time of the
16     issuance of the certificate of revocation;
17         (2) If such name is not available for use as determined
18     by the Secretary of State at the time of filing the
19     application for reinstatement, the name of the corporation
20     as changed, or the assumed corporate name which the
21     corporation elects to adopt for use in this State in
22     accordance with Section 104.05; provided, however, that
23     any change of name is properly effected pursuant to
24     Sections 113.30 and Section 113.40 of this Act, and any
25     adoption of assumed corporate name is properly effected
26     pursuant to Section 104.15 of this Act;
27         (3) The date of the issuance of the certificate of
28     revocation; and
29         (4) The address, including street and number, or rural
30     route number, of the registered office of the corporation
31     upon reinstatement thereof, and the name of its registered
32     agent at such address upon the reinstatement of the
33     corporation; provided, however, that any change from
34     either the registered office or the registered agent at the
35     time of revocation is properly reported pursuant to Section
36     105.10 of this Act.

 

 

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1     (c) When a revoked corporation has complied with the
2 provisions of this Section, the Secretary of State shall file
3 the application for reinstatement.
4     (d) Upon the filing of the application for reinstatement,
5 the authority of the corporation to conduct affairs in this
6 State shall be deemed to have continued without interruption
7 from the date of the issuance of the certificate of revocation,
8 and the corporation shall stand revived as if its authority had
9 not been revoked; and all acts and proceedings of its officers,
10 directors and members, acting or purporting to act as such,
11 which would have been legal and valid but for such revocation,
12 shall stand ratified and confirmed.
13 (Source: P.A. 92-33, eff. 7-1-01.)
 
14     (805 ILCS 105/113.70)  (from Ch. 32, par. 113.70)
15     Sec. 113.70. Conducting affairs without authority. No
16 foreign corporation conducting affairs in this state without
17 authority to do so is permitted to maintain a civil action in
18 any court of this State, until such corporation obtains such
19 authority. Nor shall a civil action be maintained in any court
20 of this State by any successor or assignee of such corporation
21 on any right, claim or demand arising out of conducting affairs
22 by such corporation in this State, until authority to conduct
23 affairs in this State is obtained by such corporation or by a
24 corporation which has acquired all or substantially all of its
25 assets. The failure of a foreign corporation to obtain a
26 certificate of authority to conduct affairs in this State does
27 not impair the validity of any contract or act of such
28 corporation, and does not prevent such corporation from
29 defending any action in any court of this State.
30 (Source: P.A. 92-33, eff. 7-1-01.)
 
31     (805 ILCS 105/114.05)  (from Ch. 32, par. 114.05)
32     Sec. 114.05. Annual report of domestic or foreign
33 corporation. Each domestic corporation organized under this
34 Act, and each foreign corporation authorized to conduct affairs

 

 

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1 in this State, shall file, within the time prescribed by this
2 Act, an annual report setting forth:
3     (a) The name of the corporation.
4     (b) The address, including street and number, or rural
5 route number, of its registered office in this State, and the
6 name of its registered agent at such address and a statement of
7 change of its registered office or registered agent, or both,
8 if any.
9     (c) The address, including street and number, if any, of
10 its principal office.
11     (d) The names and respective addresses, including street
12 and number, or rural route number, of its directors and
13 officers.
14     (e) A brief statement of the character of the affairs which
15 the corporation is actually conducting from among the purposes
16 authorized in Section 103.05 of this Act.
17     (f) Whether the corporation is a Condominium Association as
18 established under the Condominium Property Act, a Cooperative
19 Housing Corporation defined in Section 216 of the Internal
20 Revenue Code of 1954 or a Homeowner Association which
21 administers a common-interest community as defined in
22 subsection (c) of Section 9-102 of the Code of Civil Procedure.
23     (g) Such additional information as may be necessary or
24 appropriate in order to enable the Secretary of State to
25 administer this Act and to verify the proper amount of fees
26 payable by the corporation.
27     Such annual report shall be made on forms prescribed and
28 furnished by the Secretary of State, and the information
29 therein required by subsections (a) to (d), both inclusive, of
30 this Section, shall be given as of the date of the execution of
31 the annual report. It shall be executed by the corporation by
32 any authorized officer and verified by him or her, or, if the
33 corporation is in the hands of a receiver or trustee, it shall
34 be executed on behalf of the corporation and verified by such
35 receiver or trustee.
36 (Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
 

 

 

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1     (805 ILCS 105/115.10)  (from Ch. 32, par. 115.10)
2     Sec. 115.10. Fees for filing documents. The Secretary of
3 State shall charge and collect for:
4     (a) Filing articles of incorporation, $50.
5     (b) Filing articles of amendment, $25, unless the amendment
6 is a restatement of the articles of incorporation, in which
7 case the fee shall be $100.
8     (c) Filing articles of merger or consolidation, $25.
9     (d) Filing articles of dissolution, $5.
10     (e) Filing application to reserve a corporate name, $25.
11     (f) Filing a notice of transfer or cancellation of a
12 reserved corporate name, $25.
13     (g) Filing statement of change of address of registered
14 office or change of registered agent, or both, if other than on
15 an annual report, $5.
16     (h) Filing an application of a foreign corporation for
17 authority to conduct affairs in this State, $50.
18     (i) Filing an application of a foreign corporation for
19 amended authority to conduct affairs in this State, $25.
20     (j) Filing a copy of amendment to the articles of
21 incorporation of a foreign corporation holding authority to
22 conduct affairs in this State, $25, unless the amendment is a
23 restatement of the articles of incorporation, in which case the
24 fee shall be $100.
25     (k) Filing a copy of articles of merger of a foreign
26 corporation holding authority to conduct affairs in this State,
27 $25.
28     (l) Filing an application for withdrawal and final report
29 or a copy of articles of dissolution of a foreign corporation,
30 $5.
31     (m) Filing an annual report of a domestic or foreign
32 corporation, $5.
33     (n) Filing an application for reinstatement of a domestic
34 or a foreign corporation, $25.
35     (o) Filing an application for use of an assumed corporate

 

 

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1 name, $150 for each year or part thereof ending in 0 or 5, $120
2 for each year or part thereof ending in 1 or 6, $90 for each
3 year or part thereof ending in 2 or 7, $60 for each year or part
4 thereof ending in 3 or 8, $30 for each year or part thereof
5 ending in 4 or 9, and a renewal fee for each assumed corporate
6 name, $150.
7     (p) Filing an application for change or cancellation of an
8 assumed corporate name, $5.
9     (q) Filing an application to register the corporate name of
10 a foreign corporation, $50; and an annual renewal fee for the
11 registered name, $50.
12     (r) Filing an application for cancellation of a registered
13 name of a foreign corporation, $5.
14     (s) Filing a statement of correction, $25.
15     (t) Filing an election to accept this Act, $25.
16     (u) Filing any other statement or report, $5.
17 (Source: P.A. 92-33, eff. 7-1-01; 92-651, eff. 7-11-02; 93-59,
18 eff. 7-1-03.)
 
19     Section 25. The Limited Liability Company Act is amended by
20 changing Sections 1-35, 5-10, 5-25, 5-40, 5-47, 5-48, 35-40,
21 35-45, 45-25, 45-65, 50-10, and 50-15 and by adding Sections
22 1-36 and 1-37 as follows:
 
23     (805 ILCS 180/1-35)
24     Sec. 1-35. Registered office and registered agent.
25     (a) Each limited liability company and foreign limited
26 liability company shall continuously maintain in this State a
27 registered agent and registered office, which agent must be an
28 individual resident of this State, a domestic corporation, or a
29 foreign corporation having a place of business in, and
30 authorized to do business in, this State. If the agent is a
31 corporation, the corporation must be authorized by its articles
32 of incorporation to act as an agent.
33     (b) A limited liability company or foreign limited
34 liability company may change its registered agent or the

 

 

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1 address of its registered office pursuant to Section 1-36 and
2 the registered agent of a limited liability company or a
3 foreign limited liability company may change the address of its
4 registered office pursuant to Section 1-37 5-15.
5     (c) The registered agent may at any time resign by filing
6 in the Office of the Secretary of State written notice thereof
7 and by mailing a copy thereof to the limited liability company
8 or foreign limited liability company at its principal office as
9 it is known to the resigning registered agent. The notice must
10 be mailed at least 10 days before the date of filing thereof
11 with the Secretary of State. The notice shall be executed by
12 the registered agent, if an individual, or by a principal
13 officer, if the registered agent is a corporation. The notice
14 shall set forth all of the following:
15         (1) The name of the limited liability company for which
16     the registered agent is acting.
17         (2) The name of the registered agent.
18         (3) The address, including street, number, city and
19     county of the limited liability company's then registered
20     office in this State.
21         (4) That the registered agent resigns.
22         (5) The effective date of the resignation, which shall
23     not be sooner than 30 days after the date of filing.
24         (6) The address of the principal office of the limited
25     liability company as it is known to the registered agent.
26         (7) A statement that a copy of the notice has been sent
27     by registered or certified mail to the principal office of
28     the limited liability company within the time and in the
29     manner prescribed by this Section.
30     (d) A new registered agent must be placed on record within
31 60 days after a registered agent's notice of resignation under
32 this Section.
33 (Source: P.A. 90-424, eff. 1-1-98; 91-354, eff. 1-1-00.)
 
34     (805 ILCS 180/1-36 new)
35     Sec. 1-36. Change of registered office or registered agent.

 

 

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1     (a) A domestic limited liability company or a foreign
2 limited liability company may from time to time change the
3 address of its registered office. A domestic limited liability
4 company or a foreign limited liability company shall change its
5 registered agent if the office of registered agent shall become
6 vacant for any reason, or if its registered agent becomes
7 disqualified or incapacitated to act.
8     (b) A domestic limited liability company or a foreign
9 limited liability company may change the address of its
10 registered office or change its registered agent, or both, by
11 executing and filing, in duplicate, in accordance with Section
12 5-45 of this Act a statement setting forth:
13         (1) The name of the limited liability company.
14         (2) The address, including street and number, or rural
15     route number, of its then registered office.
16         (3) If the address of its registered office be changed,
17     the address, including street and number, or rural route
18     number, to which the registered office is to be changed.
19         (4) The name of its then registered agent.
20         (5) If its registered agent be changed, the name of its
21     successor registered agent.
22         (6) That the address of its registered office and the
23     address of the business office of its registered agent, as
24     changed, will be identical.
25         (7) That such change was authorized by resolution duly
26     adopted by the members or managers.
27     (c) The change of address of the registered office, or the
28 change of registered agent, or both, as the case may be, shall
29 become effective upon the filing of such statement by the
30 Secretary of State.
 
31     (805 ILCS 180/1-37 new)
32     Sec. 1-37. Change of address of registered agent.
33     (a) A registered agent may change the address of the
34 registered office of the domestic limited liability company or
35 of the foreign limited liability company, for which he or she

 

 

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1 or it is a registered agent, to another address in this State,
2 by filing, in duplicate, in accordance with Section 5-45 of
3 this Act a statement setting forth:
4         (1) The name of the limited liability company.
5         (2) The address, including street and number, or rural
6     route number, of its then registered office.
7         (3) The address, including street and number, or rural
8     route number, to which the registered office is to be
9     changed.
10         (4) The name of its registered agent.
11         (5) That the address of its registered office and the
12     address of the business office of its registered agent, as
13     changed, will be identical.
14 Such statement shall be executed by the registered agent.
15     (b) The change of address of the registered office shall
16 become effective upon the filing of such statement by the
17 Secretary of State.
 
18     (805 ILCS 180/5-10)
19     Sec. 5-10. Amendment to articles of organization. A limited
20 liability company may amend its articles of organization at any
21 time to add a new provision or to change or remove an existing
22 provision, provided that the articles as amended contain only
23 provisions that are required or permitted in original articles
24 of organization at the time of amendment. A limited liability
25 company may, but shall not be required to, amend its articles
26 of organization to reflect any change or changes in its members
27 or managers.
28 (Source: P.A. 87-1062.)
 
29     (805 ILCS 180/5-25)
30     Sec. 5-25. Articles of amendment. The articles of amendment
31 shall be executed and filed in duplicate and shall set forth
32 the following:
33     (1) The name of the limited liability company.
34     (2) The text of each amendment adopted.

 

 

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1     (3) A statement that the amendment was approved as required
2 by the operating agreement or this Act, as applicable. When the
3 amendment was adopted by the managers:
4         (A) a statement that the amendment was approved by not
5     less than the minimum number of managers necessary to
6     approve the amendment; and
7         (B) a statement that member action was not required.
8     (4) (Blank). When the amendment was adopted by the members,
9 a statement that the amendment was approved by not less than
10 the minimum number of members necessary to approve the
11 amendment.
12     (5) The date on which the amendment is to become effective,
13 if the amendment is to become effective after the date on which
14 the articles of amendment are filed. Such date shall not exceed
15 30 days after the date of filing by the Secretary of State.
16 (Source: P.A. 90-424, eff. 1-1-98.)
 
17     (805 ILCS 180/5-40)
18     Sec. 5-40. Effect of filing of articles of organization.
19     (a) Upon the filing of the articles of organization by the
20 Secretary of State, the limited liability company's existence
21 shall begin, and each of the duplicate copies stamped "Filed"
22 and marked with the filing date shall be conclusive evidence,
23 except as against the State, that all conditions precedent
24 required to be performed by the organizers have been complied
25 with and that the limited liability company has been or shall
26 be, on a later date if so specified in the articles of
27 organization, legally organized and formed under this Act.
28     (b) (Blank). If a later date is specified, the articles of
29 organization may be prevented from becoming effective by an
30 application for withdrawal executed in the same manner as the
31 articles of organization and filed with the Secretary of State
32 on or before the specified effective date.
33     (c) Nothing in this Section shall affect the right of this
34 State to institute a proceeding to cancel or revoke the
35 articles of organization or for involuntary dissolution of the

 

 

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1 limited liability company or the right of any aggrieved person
2 to maintain an action to enjoin or obtain other relief for a
3 violation of or failure to comply with the provisions of
4 Section 1-10.
5 (Source: P.A. 87-1062.)
 
6     (805 ILCS 180/5-47)
7     Sec. 5-47. Statement of correction.
8     (a) Whenever any instrument authorized to be filed with the
9 Secretary of State under any provision of this Act has been so
10 filed and, as of the date of the action therein referred to,
11 contains any misstatement of fact, typographical error, error
12 of transcription, or any other error or defect or was
13 defectively or erroneously executed, such instrument may be
14 corrected by filing, in accordance with Section 5-45 of this
15 Act, a statement of correction.
16     (b) A statement of correction shall set forth the
17 following:
18         (1) The name of the limited liability company and the
19     state or country under the laws of which it is organized.
20         (2) The title of the instrument being corrected and the
21     date it was filed by with the Secretary of State.
22         (3) The inaccuracy, error, or defect to be corrected
23     and the portion of the instrument in corrected form.
24     (c) A statement of correction shall be executed in the same
25 manner in which the instrument being corrected was required to
26 be executed.
27     (d) The corrected instrument shall be effective as of the
28 date the original instrument was filed.
29     (e) A statement of correction shall not do any of the
30 following:
31         (1) Effect any change or amendment of articles which
32     would not in all respects have complied with the
33     requirements of this Act at the time of filing the
34     instrument being corrected.
35         (2) Take the place of any document, statement, or

 

 

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1     report otherwise required to be filed by this Act.
2         (3) Affect any right or liability accrued or incurred
3     before such filing, except that any right or liability
4     accrued or incurred by reason of the error or defect being
5     corrected shall be extinguished by such filing if the
6     person having such right has not detrimentally relied on
7     the original instrument.
8         (4) Alter the provisions of the articles of
9     organization with respect to the limited liability company
10     name or purpose and the names and addresses of the
11     organizers, initial manager or managers, and initial
12     member or members.
13         (5) Alter the provisions of the application for
14     admission to transact business as a foreign limited
15     liability company with respect to the limited liability
16     name.
17         (6) Alter the provisions of the application to adopt or
18     change an assumed limited liability company name with
19     respect to the assumed limited liability company name.
20         (7) Alter the wording of any resolution as filed in any
21     document with the Secretary of State and which was in fact
22     adopted by the members or managers.
23 (Source: P.A. 93-59, eff. 7-1-03.)
 
24     (805 ILCS 180/5-48)
25     Sec. 5-48. Petition for refund.
26     (a) Any domestic or foreign limited liability company
27 having authority to transact business in this State may
28 petition the Secretary of State for a refund of fees claimed to
29 have been erroneously paid, subject to the following
30 limitations:
31         (1) No refund shall be made unless a petition for such
32     shall have refund has been filed in accordance with Section
33     5-45 of this Act within 3 years after the amount to be
34     refunded was paid.
35         (2) If the refund claimed is based upon an instrument

 

 

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1     filed with the Secretary of State which contained a
2     misstatement of fact, typographical error, error of
3     transcription, or other error or defect, no refund of any
4     fee shall be made unless a statement of correction has been
5     filed in accordance with Section 5-47 of this Act.
6     (b) The petition for refund shall be executed in accordance
7 with Section 5-45 of this Act and shall set forth the
8 following:
9         (1) The name of the limited liability company and the
10     state or country under the laws of which it is organized.
11         (2) The amount of the claim.
12         (3) The details of the transaction and all facts upon
13     which the petitioner relies.
14         (4) Any other information required by rule.
15     (c) If the Secretary of State determines that the amount
16 paid is incorrect, he or she shall refund to the limited
17 liability company any amount paid in excess of the proper
18 amount; provided, however, that no refund shall be made for an
19 amount less than $200, and any refund in excess of that amount
20 shall be reduced by $200; and provided further, that such
21 refund shall be made without payment of interest.
22 (Source: P.A. 93-59, eff. 7-1-03.)
 
23     (805 ILCS 180/35-40)
24     Sec. 35-40. Reinstatement following administrative
25 dissolution.
26     (a) A limited liability company administratively dissolved
27 under Section 35-25 may be reinstated by the Secretary of State
28 within 5 years following the date of issuance of the notice of
29 dissolution upon the occurrence of all of the following:
30         (1) The filing of an application for reinstatement.
31         (2) The filing with the Secretary of State by the
32     limited liability company of all reports then due and
33     theretofore becoming due.
34         (3) The payment to the Secretary of State by the
35     limited liability company of all fees and penalties then

 

 

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1     due and theretofore becoming due.
2     (b) The application for reinstatement shall be executed and
3 filed in duplicate in accordance with Section 5-45 of this Act
4 and shall set forth all of the following:
5         (1) The name of the limited liability company at the
6     time of the issuance of the notice of dissolution.
7         (2) If the name is not available for use as determined
8     by the Secretary of State at the time of filing the
9     application for reinstatement, the name of the limited
10     liability company as changed, provided that any change of
11     name is properly effected under Section 1-10 and Section
12     5.25 1-15 of this Act.
13         (3) The date of issuance of the notice of dissolution.
14         (4) The address, including street and number or rural
15     route number of the registered office of the limited
16     liability company upon reinstatement thereof and the name
17     of its registered agent at that address upon the
18     reinstatement of the limited liability company, provided
19     that any change from either the registered office or the
20     registered agent at the time of dissolution is properly
21     reported under Section 1-35 of this Act.
22     (c) When a dissolved limited liability company has complied
23 with the provisions of the Section, the Secretary of State
24 shall file the application for reinstatement.
25     (d) Upon the filing of the application for reinstatement,
26 the limited liability company existence shall be deemed to have
27 continued without interruption from the date of the issuance of
28 the notice of dissolution, and the limited liability company
29 shall stand revived with the powers, duties, and obligations as
30 if it had not been dissolved; and all acts and proceedings of
31 its members or managers, acting or purporting to act in that
32 capacity, that would have been legal and valid but for the
33 dissolution, shall stand ratified and confirmed.
34 (Source: P.A. 92-33, eff. 7-1-01.)
 
35     (805 ILCS 180/35-45)

 

 

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1     Sec. 35-45. Events causing member's dissociation. A member
2 is dissociated from a limited liability company upon the
3 occurrence of any of the following events:
4     (1) Subject to Section 35-50 of this Act, the The company's
5 having notice of the member's express will to withdraw upon the
6 date of notice or on a later date specified by the member.
7     (2) An event agreed to in the operating agreement as
8 causing the member's dissociation.
9     (3) Upon transfer of all of a member's distributional
10 interest, other than a transfer for security purposes or a
11 court order charging the member's distributional interest that
12 has not been foreclosed.
13     (4) The member's expulsion pursuant to the operating
14 agreement.
15     (5) The member's expulsion by unanimous vote of the other
16 members if:
17         (A) it is unlawful to carry on the company's business
18     with the member;
19         (B) there has been a transfer of substantially all of
20     the member's distributional interest, other than a
21     transfer for security purposes or a court order charging
22     the member's distributional interest that has not been
23     foreclosed;
24         (C) within 90 days after the company notifies a
25     corporate member that it will be expelled because it has
26     filed a certificate of dissolution or the equivalent, its
27     charter has been revoked, or its right to conduct business
28     has been suspended by the jurisdiction of its
29     incorporation, the member fails to obtain a revocation of
30     the certificate of dissolution or a reinstatement of its
31     charter or its right to conduct business; or
32         (D) a partnership or a limited liability company that
33     is a member has been dissolved and its business is being
34     wound up.
35     (6) On application by the company or another member, the
36 member's expulsion by judicial determination because the

 

 

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1 member:
2         (A) engaged in wrongful conduct that adversely and
3     materially affected the company's business;
4         (B) willfully or persistently committed a material
5 breach of the operating agreement or of a duty owed to the
6 company or the other members under Section 15-3; or
7         (C) engaged in conduct relating to the company's
8 business that makes it not reasonably practicable to carry on
9 the business with the member.
10     (7) The member's:
11         (A) becoming a debtor in bankruptcy;
12         (B) executing an assignment for the benefit of
13     creditors;
14         (C) seeking, consenting to, or acquiescing in the
15     appointment of a trustee, receiver, or liquidator of the
16     member or of all or substantially all of the member's
17     property; or
18         (D) failing, within 90 days after the appointment, to
19     have vacated or stayed the appointment of a trustee,
20     receiver, or liquidator of the member or of all or
21     substantially all of the member's property obtained
22     without the member's consent or acquiescence, or failing
23     within 90 days after the expiration of a stay to have the
24     appointment vacated.
25     (8) In the case of a member who is an individual:
26         (A) the member's death;
27         (B) the appointment of a guardian or general
28     conservator for the member; or
29         (C) a judicial determination that the member has
30     otherwise become incapable of performing the member's
31     duties under the operating agreement.
32     (9) In the case of a member that is a trust or is acting as
33 a member by virtue of being a trustee of a trust, distribution
34 of the trust's entire rights to receive distributions from the
35 company, but not merely by reason of the substitution of a
36 successor trustee.

 

 

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1     (10) In the case of a member that is an estate or is acting
2 as a member by virtue of being a personal representative of an
3 estate, distribution of the estate's entire rights to receive
4 distributions from the company, but not merely the substitution
5 of a successor personal representative.
6     (11) Termination of the existence of a member if the member
7 is not an individual, estate, or trust other than a business
8 trust.
9 (Source: P.A. 90-424, eff. 1-1-98.)
 
10     (805 ILCS 180/45-25)
11     Sec. 45-25. Changes, amendments, and restatements. If any
12 statement in the application for admission by a foreign limited
13 liability company was false when made or any arrangements or
14 other facts described in the application for admission by a
15 foreign limited liability company have changed, making the
16 application inaccurate in any respect including, but not
17 limited to, a change in the name or address of the registered
18 agent required to be maintained by Section 1-35, the foreign
19 limited liability company shall promptly submit to the Office
20 of the Secretary of State, in duplicate, an amended application
21 for admission, executed by a manager or member correcting the
22 statement. Notwithstanding the other provisions of this
23 Section, a foreign limited liability company may, but shall not
24 be required to, file an amended application for admission to
25 reflect any change or changes in its members or managers.
26 (Source: P.A. 87-1062.)
 
27     (805 ILCS 180/45-65)
28     Sec. 45-65. Reinstatement following revocation.
29     (a) A limited liability company whose admission has been
30 revoked under Section 45-35 may be reinstated by the Secretary
31 of State within 5 years following the date of issuance of the
32 certificate of revocation upon the occurrence of all of the
33 following:
34         (1) The filing of the application for reinstatement.

 

 

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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
35 notice of revocation, (ii) the limited liability company shall
36 stand revived with the powers, duties, and obligations as if

 

 

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1 its admission had not been revoked, and (iii) all acts and
2 proceedings of its members or managers, acting or purporting to
3 act in that capacity, that would have been legal and valid but
4 for the revocation, shall stand ratified and confirmed.
5 (Source: P.A. 92-33, eff. 7-1-01.)
 
6     (805 ILCS 180/50-10)
7     Sec. 50-10. Fees.
8     (a) The Secretary of State shall charge and collect in
9 accordance with the provisions of this Act and rules
10 promulgated under its authority all of the following:
11         (1) Fees for filing documents.
12         (2) Miscellaneous charges.
13         (3) Fees for the sale of lists of filings and for
14     copies of any documents.
15     (b) The Secretary of State shall charge and collect for all
16 of the following:
17         (1) Filing articles of organization of limited
18     liability companies (domestic), application for admission
19     (foreign), and restated articles of organization
20     (domestic), $500.
21         (2) Filing amendments (domestic or foreign), $150. :
22             (A) For other than change of registered agent name
23         or registered office, or both, $150.
24             (B) For the purpose of changing the registered
25         agent name or registered office, or both, $35.
26         (3) Filing articles of dissolution or application for
27     withdrawal, $100.
28         (4) Filing an application to reserve a name, $300.
29         (5) Filing a notice of cancellation of a reserved name,
30     $25. (Blank).
31         (6) Filing a notice of a transfer of a reserved name,
32     $100.
33         (7) Registration of a name, $300.
34         (8) Renewal of registration of a name, $100.
35         (9) Filing an application for use of an assumed name

 

 

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1     under Section 1-20 of this Act, $150 for each year or part
2     thereof ending in 0 or 5, $120 for each year or part
3     thereof ending in 1 or 6, $90 for each year or part thereof
4     ending in 2 or 7, $60 for each year or part thereof ending
5     in 3 or 8, $30 for each year or part thereof ending in 4 or
6     9, and a renewal for each assumed name, $150.
7         (10) Filing an application for change of an assumed
8     name, $100.
9         (11) Filing an annual report of a limited liability
10     company or foreign limited liability company, $250, if
11     filed as required by this Act, plus a penalty if
12     delinquent.
13         (12) Filing an application for reinstatement of a
14     limited liability company or foreign limited liability
15     company $500.
16         (13) Filing Articles of Merger, $100 plus $50 for each
17     party to the merger in excess of the first 2 parties.
18         (14) Filing an Agreement of Conversion or Statement of
19     Conversion, $100.
20         (15) Filing a statement of correction, $25.
21         (16) Filing a petition for refund, $15.
22         (17) Filing a statement of change of address of
23     registered office or change of registered agent, or both,
24     $25.
25         (18) Filing any other document, $100.
26     (c) The Secretary of State shall charge and collect all of
27 the following:
28         (1) For furnishing a copy or certified copy of any
29     document, instrument, or paper relating to a limited
30     liability company or foreign limited liability company, or
31     for a certificate, $25 $1 per page, but not less than $25,
32     and $25 for the certificate and for affixing the seal
33     thereto.
34         (2) For the transfer of information by computer process
35     media to any purchaser, fees established by rule.
36 (Source: P.A. 92-33, eff. 7-1-01; 93-32, eff. 12-1-03; 93-59,

 

 

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1 eff. 7-1-03; revised 9-5-03.)
 
2     (805 ILCS 180/50-15)
3     Sec. 50-15. Penalty.
4     (a) The Secretary of State shall declare any limited
5 liability company or foreign limited liability company to be
6 delinquent and not in good standing if any of the following
7 occur:
8         (1) It has failed to file its annual report and pay the
9     requisite fee as required by this Act before the first day
10     of the anniversary month in the year in which it is due.
11         (2) It has failed to appoint and maintain a registered
12     agent in Illinois within 60 days of notification of the
13     Secretary of State by the resigning registered agent.
14         (3) (Blank).
15     (b) If the limited liability company or foreign limited
16 liability company has not corrected the default within the time
17 periods prescribed by this Act, the Secretary of State shall be
18 empowered to invoke any of the following penalties:
19         (1) For failure or refusal to comply with subsection
20     (a) of this Section within 60 days after the due date, a
21     penalty of $300 plus $100 for each year or fraction thereof
22     beginning with the second year of delinquency until
23     returned to good standing or until reinstatement is
24     effected.
25         (2) The Secretary of State shall not file any
26     additional documents, amendments, reports, or other papers
27     relating to any limited liability company or foreign
28     limited liability company organized under or subject to the
29     provisions of this Act until any delinquency under
30     subsection (a) is satisfied.
31         (3) In response to inquiries received in the Office of
32     the Secretary of State from any party regarding a limited
33     liability company that is delinquent, the Secretary of
34     State may show the limited liability company as not in good
35     standing.

 

 

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1 (Source: P.A. 93-32, eff. 12-1-03.)
 
2     Section 30. The Uniform Partnership Act (1997) is amended
3 by changing Sections 108 and 1104 and by adding Section 110 as
4 follows:
 
5     (805 ILCS 206/108)
6     Sec. 108. Fees.
7     (a) The Secretary of State shall charge and collect in
8 accordance with the provisions of this Act and rules
9 promulgated under its authority:
10         (1) fees for filing documents;
11         (2) miscellaneous charges; and
12         (3) fees for the sale of lists of filings, copies of
13     any documents, and the sale or release of any information.
14     (b) The Secretary of State shall charge and collect:
15         (1) for furnishing a copy or certified copy of any
16     document, instrument, or paper relating to a registered
17     limited liability partnership, $1 per page, but not less
18     than $25, and $25 for the certificate and for affixing the
19     seal to the certificate;
20         (2) for the transfer of information by computer process
21     media to any purchaser, fees established by rule;
22         (3) for filing a statement of partnership authority,
23     $25;
24         (4) for filing a statement of denial, $25;
25         (5) for filing a statement of dissociation, $25;
26         (6) for filing a statement of dissolution, $100;
27         (7) for filing a statement of merger, $100;
28         (8) for filing a statement of qualification for a
29     limited liability partnership organized under the laws of
30     this State, $100 for each partner, but in no event shall
31     the fee be less than $200 or exceed $5,000;
32         (9) for filing a statement of foreign qualification,
33     $500;
34         (10) for filing a renewal statement for a limited

 

 

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1     liability partnership organized under the laws of this
2     State, $100 for each partner, but in no event shall the fee
3     be less than $200 or exceed $5,000;
4         (11) for filing a renewal statement for a foreign
5     limited liability partnership, $300.
6         (12) for filing an amendment or cancellation of a
7     statement, $25;
8         (13) for filing a statement of withdrawal, $100;
9         (14) for the purposes of changing the registered agent
10     name or registered office, or both, $25; .
11         (15) for filing a statement of correction, $25.
12     (c) All fees collected pursuant to this Act shall be
13 deposited into the Division of Corporations Limited Liability
14 Partnership Fund.
15     (d) There is hereby continued in the State treasury a
16 special fund to be known as the Division of Corporations
17 Limited Liability Partnership Fund. Moneys deposited into the
18 Fund shall, subject to appropriation, be used by the Business
19 Services Division of the Office of the Secretary of State to
20 administer the responsibilities of the Secretary of State under
21 this Act. The balance of the Fund at the end of any fiscal year
22 shall not exceed $200,000, and any amount in excess thereof
23 shall be transferred to the General Revenue Fund.
24 (Source: P.A. 92-740, eff. 1-1-03.)
 
25     (805 ILCS 206/110 new)
26     Sec. 110. Statement of correction.
27     (a) Whenever any instrument authorized to be filed with the
28 Secretary of State under any provision of this Act has been so
29 filed and, as of the date of the action therein referred to,
30 contains any misstatement of fact, typographical error, error
31 of transcription or any other error or defect or was
32 defectively or erroneously executed, such instrument may be
33 corrected by filing a statement of correction.
34     (b) A statement of correction shall set forth:
35         (1) The name of the partnership or registered limited

 

 

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1     liability partnership and the State or country under the
2     laws of which it is organized;
3         (2) The title of the instrument being corrected and the
4     date it was filed by the Secretary of State; and
5         (3) The inaccuracy, error or defect to be corrected and
6     the portion of the instrument in corrected form.
7     (c) A statement of correction shall be executed in the same
8 manner in which the instrument being corrected was required to
9 be executed.
10     (d) The corrected instrument shall be effective as of the
11 date the original instrument was filed.
12     (e) A statement of correction shall not:
13         (1) Effect any change or amendment which would not in
14     all respects have complied with the requirements of this
15     Act at the time of filing the instrument being corrected;
16         (2) Take the place of any document, statement or report
17     otherwise required to be filed by this Act;
18         (3) Affect any right or liability accrued or incurred
19     before such filing, except that any right or liability
20     accrued or incurred by reason of the error or defect being
21     corrected shall be extinguished by such filing if the
22     person having such right has not detrimentally relied on
23     the original instrument;
24         (4) Alter the provisions of the partnership or
25     registered limited liability partnership with respect to
26     the name or purpose;
27         (5) Alter the provisions of the application for
28     registration of a foreign limited liability partnership
29     with respect to the partnership's name; or
30         (6) Alter the wording of any resolution as filed in any
31     document with the Secretary of State and which was in fact
32     adopted by the partners.
 
33     (805 ILCS 206/1104)
34     Sec. 1104. Activities that do not constitute transacting
35 business.

 

 

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

 

 

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1     other activity concerning its internal affairs;
2         (3) maintaining bank accounts;
3         (4) maintaining offices or agencies for the transfer,
4     exchange, and registration of the partnership's own
5     securities or maintaining trustees or depositories with
6     respect to those securities;
7         (5) selling through independent contractors;
8         (6) soliciting or obtaining orders, whether by mail or
9     through employees or agents or otherwise, if the orders
10     require acceptance outside this State before they become
11     contracts;
12         (7) creating or acquiring indebtedness, with or
13     without a mortgage, or other security interest in property;
14         (8) collecting debts or foreclosing mortgages or other
15     security interests in property securing the debts, and
16     holding, protecting, and maintaining property so acquired;
17         (9) conducting an isolated transaction that is
18     completed within 30 days and is not one in the course of
19     similar transactions; and
20         (10) transacting business in interstate commerce.
21     (b) For purposes of this Article, the ownership in this
22 State of income-producing real property or tangible personal
23 property, other than property excluded under subsection (a) of
24 this Section, constitutes transacting business in this State.
25     (c) This Section does not apply in determining the contacts
26 or activities that may subject a foreign limited liability
27 partnership to service of process, taxation, or regulation
28 under any other law of this State.
29 (Source: P.A. 92-740, eff. 1-1-03.)
 
30     Section 35. The Revised Uniform Limited Partnership Act is
31 amended by changing Sections 801, 1108, and 1110 and by adding
32 Sections 806, 807, 912, and 913 as follows:
 
33     (805 ILCS 210/801)  (from Ch. 106 1/2, par. 158-1)
34     (Section scheduled to be repealed on January 1, 2008)

 

 

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1     Sec. 801. Dissolution. A limited partnership is dissolved
2 and its affairs shall be wound up upon the happening of the
3 first to occur of the following:
4     (a) at the time or upon the happening of events specified
5 in the partnership agreement;
6     (b) written consent of all partners;
7     (c) an event of withdrawal of a general partner unless at
8 the time there is at least one other general partner and the
9 partnership agreement permits the business of the limited
10 partnership to be carried on by the remaining general partner
11 and that partner does so, but the limited partnership is not
12 dissolved and is not required to be wound up by reason of any
13 event of withdrawal, if, within 90 days after the withdrawal,
14 all partners (or such lesser number of partners as is provided
15 for in the written provisions of the partnership agreement)
16 agree in writing to continue the business of the limited
17 partnership and to the appointment of one or more additional
18 general partners if necessary or desired; or
19     (d) entry of a decree of judicial dissolution under Section
20 802; or .
21     (e) administrative dissolution under Section 806.
22 (Source: P.A. 92-33, eff. 7-1-01; 93-967, eff. 1-1-05. Repealed
23 on 1-1-2008 by 805 ILCS 215/1401.)
 
24     (805 ILCS 210/806 new)
25     Sec. 806. Procedure for administrative dissolution.
26     (a) If the Secretary of State determines under Section 1109
27 of this Act that a limited partnership is delinquent and has
28 not corrected the default within the time periods prescribed by
29 this Act, the Secretary of State shall send a notice of
30 delinquency by regular mail to the limited partnership at its
31 registered office, or, if the partnership has failed to
32 maintain a registered office, to the last known address shown
33 on the records of the Secretary of State for the address of the
34 office at which records of the limited partnership are
35 maintained in accordance with Section 104 of this Act.

 

 

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1     (b) If the limited partnership does not correct the
2 delinquency within 90 days following the date of the notice of
3 delinquency, the Secretary of State shall thereupon dissolve
4 the limited partnership by issuing a certificate of dissolution
5 that recites the grounds for dissolution and its effective
6 date. The Secretary of State shall file the original
7 certificate in his or her office and mail one copy to the
8 limited partnership at its registered office, or, if the
9 partnership has failed to maintain a registered office, to the
10 last known address shown on the records of the Secretary of
11 State for the address of the office at which records of the
12 limited partnership are maintained under Section 104 of this
13 Act.
14     (c) Upon the administrative dissolution of a limited
15 partnership:
16         (1) the Secretary of State shall file a certificate of
17     cancellation of the certificate of limited partnership
18     under Section 203 of this Act which sets forth the
19     information required in paragraphs (1) through (4)
20     thereof; and
21         (2) a dissolved limited partnership shall continue for
22     only the purpose of winding up its business. A dissolved
23     limited partnership may only take actions necessary to wind
24     up its business and affairs.
 
25     (805 ILCS 210/807 new)
26     Sec. 807. Reinstatement following administrative
27 dissolution.
28     (a) A limited partnership administratively dissolved
29 pursuant to Section 806 of this Act may be reinstated by the
30 Secretary of State following the date of issuance of the
31 certificate of dissolution upon the occurrence of all of the
32 following:
33         (1) the filing of an application for reinstatement;
34         (2) the filing with the Secretary of State by the
35     limited partnership of all reports then due and theretofore

 

 

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1     becoming due; and
2         (3) the payment to the Secretary of State by the
3     limited partnership of all fees and penalties then due and
4     theretofore becoming due.
5     (b) The application for reinstatement shall be executed and
6 filed in accordance with Section 206 of this Act and shall set
7 forth all of the following:
8         (1) the name of the limited partnership at the time of
9     the issuance of the certificate of dissolution;
10         (2) the date of the issuance of the certificate of
11     dissolution; and
12         (3) the address, including street and number or rural
13     route number of the registered office of the limited
14     partnership upon reinstatement thereof and the name of its
15     registered agent at that address, provided that any change
16     from either the registered office or the registered agent
17     at the time of dissolution is properly reported in
18     accordance with Section 202 of this Act.
19     (c) When a limited partnership that has been dissolved
20 under Section 806 has complied with the provisions of this
21 Section, the Secretary of State shall file the application for
22 reinstatement.
23     (d) Upon the filing of the application for reinstatement,
24 the limited partnership's existence shall be deemed to have
25 continued without interruption from the date of the issuance of
26 the certificate of dissolution, and the limited partnership
27 shall stand revived with the powers, duties and obligations as
28 if it had not been dissolved; and all acts and proceedings of
29 its general partners and agents, acting or purporting to act in
30 that capacity, that would have been legal and valid but for the
31 dissolution, shall stand ratified and confirmed.
 
32     (805 ILCS 210/912 new)
33     Sec. 912. Administrative cancellation of application for
34 admission.
35     (a) If the Secretary of State determines under Section 1109

 

 

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1 of this Act that a foreign limited partnership is delinquent
2 and has not corrected the default within the time periods
3 prescribed by this Act, the Secretary of State shall send a
4 notice of delinquency by regular mail to the foreign limited
5 partnership at its registered office, or, if the partnership
6 has failed to maintain a registered office, to the last known
7 address shown on the records of the Secretary of State for the
8 address of the office required to be maintained under Section
9 902(a)(6) of this Act.
10     (b) If the foreign limited partnership does not correct the
11 delinquency within 90 days following the date of the notice of
12 delinquency, the Secretary of State shall thereupon cancel the
13 application for admission of the foreign limited partnership by
14 issuing a certificate of cancellation that recites the grounds
15 for cancellation and its effective date. The Secretary of State
16 shall file the original of the certificate in his or her office
17 and mail one copy to the limited partnership at its registered
18 office, or, if the partnership has failed to maintain a
19 registered office, to the last known address shown on the
20 records of the Secretary of State for the address of the office
21 required to be maintained under Section 902(a)(6) of this Act.
22     (c) Upon the administrative cancellation of the
23 application for admission of a foreign limited partnership:
24         (1) the Secretary of State shall file a certificate of
25     cancellation of the application for admission of the
26     foreign limited partnership pursuant to Section 906 of this
27     Act which sets forth the information required by paragraphs
28     (a) and (b) thereof; and
29         (2) a foreign limited partnership whose application
30     for admission has been cancelled shall thereby (i)
31     surrender its authority to transact business in this State,
32     (ii) revoke the authority of its agent for service of
33     process in this State to accept service of process, and
34     (iii) consent that service of process in any suit, action
35     or proceeding arising out of the transaction of business in
36     this State may be made on such foreign limited partnership

 

 

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1     by service thereof on the Secretary of State as provided in
2     Section 909 of this Act.
 
3     (805 ILCS 210/913 new)
4     Sec. 913. Reinstatement following administrative
5 cancellation.
6     (a) A foreign limited partnership whose application for
7 admission has been cancelled pursuant to Section 912 of this
8 Act may be reinstated by the Secretary of State following the
9 date of issuance of the certificate of cancellation upon the
10 occurrence of all of the following:
11         (1) the filing of the application for reinstatement;
12         (2) the filing with the Secretary of State by the
13     foreign limited partnership of all reports then due and
14     becoming due; and
15         (3) the payment to the Secretary of State by the
16     foreign limited partnership of all fees and penalties then
17     due and becoming due.
18     (b) The application for reinstatement shall be executed and
19 filed in accordance with Section 903 of this Act and shall set
20 forth all of the following:
21         (1) the name of the foreign limited partnership at the
22     time of the issuance of the notice of cancellation;
23         (2) the date of the issuance of the notice of
24     cancellation; and
25         (3) the address, including street and number or rural
26     route number, of the registered office of the foreign
27     limited partnership upon reinstatement and the name of its
28     registered agent at that address, provided that any change
29     from either the registered office or the registered agent
30     at the time of revocation is properly reported in
31     accordance with Section 905 of this Act.
32     (c) When a foreign limited partnership whose admission has
33 been cancelled under Section 912 of this Act has complied with
34 the provisions of this Section, the Secretary of State shall
35 file the application for reinstatement.

 

 

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1     (d) Upon the filing of the application for reinstatement:
2 (i) the admission of the foreign limited partnership to
3 transact business in this State shall be deemed to have
4 continued without interruption from the date of the issuance of
5 the certificate of cancellation, (ii) the foreign limited
6 partnership shall stand revived with the powers, duties and
7 obligations as if its admission had not been revoked, and (iii)
8 all acts and proceedings of its general partners and agents,
9 acting or purporting to act in that capacity, that would have
10 been legal and valid but for the revocation, shall stand
11 ratified and confirmed.
 
12     (805 ILCS 210/1108)  (from Ch. 106 1/2, par. 161-8)
13     (Section scheduled to be repealed on January 1, 2008)
14     Sec. 1108. Renewal Reports.
15     (a) Each certificate of limited partnership, certificate
16 to be governed by this Act, and application for admission to
17 transact business filed under this Act shall be renewed in the
18 manner set forth in this Section. Each limited partnership or
19 foreign limited partnership admitted to transact business in
20 this State shall file, within the time prescribed by this Act,
21 a renewal report setting forth:
22         (1) the name of the limited partnership or foreign
23     limited partnership;
24         (2) the limited partnership or foreign limited
25     partnership's file number;
26         (3) the limited partnership or foreign limited
27     partnership's federal employer identification number;
28         (4) if a foreign limited partnership, the jurisdiction
29     and date of its formation, and a statement that it is
30     validly existing as a limited partnership under the laws of
31     that jurisdiction as of the date of filing the report;
32         (5) the name and address of the registered agent and
33     registered office that the limited partnership or foreign
34     limited partnership has appointed or does appoint;
35         (6) the address of the office at which the records

 

 

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1     required by Section 104, regarding a domestic limited
2     partnership, or Section 902, regarding a foreign limited
3     partnership, are kept; and
4         (7) a statement that the limited partnership or foreign
5     limited partnership is still existing in this State.
6     (b) Such renewal report shall be made on forms prescribed
7 and furnished by the Secretary of State, and the information
8 therein required shall be given as of the date of its filing.
9 The report shall be executed by the limited partnership or
10 foreign limited partnership by a general partner.
11     (c) Such renewal report, together with all fees as
12 prescribed by this Act, shall be delivered to the Secretary of
13 State before the first day of the anniversary month of the
14 limited partnership or foreign limited partnership annually
15 every 2 years following the initial filing with the Secretary
16 of State. Proof to the satisfaction of the Secretary of State
17 that, before the first day of the anniversary month of the
18 limited partnership, the report, together with all fees as
19 prescribed by this Act, was deposited in the United States mail
20 in a sealed envelope, properly addressed, with postage prepaid,
21 shall be deemed a compliance with this requirement.
22     (d) Such renewal report, together with all fees as
23 prescribed by this Act shall be deemed to be received by the
24 Secretary of State upon the date of actual receipt thereof by
25 the Secretary of State. If the Secretary of State finds that
26 such report conforms to the requirements of this Act, he or she
27 shall file the same. If he or she finds that it does not so
28 conform, he or she shall promptly return the same to the
29 limited partnership or foreign limited partnership for any
30 necessary corrections, in which event the penalty prescribed
31 for failure to file such report within the time hereinabove
32 provided shall not apply if such report is corrected to conform
33 to the requirements of this Act and returned to the Secretary
34 of State within 30 days of the date the report was returned for
35 correction.
36 (Source: P.A. 91-463, eff. 1-1-00; 93-967, eff. 1-1-05.

 

 

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1 Repealed on 1-1-2008 by 805 ILCS 215/1401.)
 
2     (805 ILCS 210/1110)  (from Ch. 106 1/2, par. 161-10)
3     (Section scheduled to be repealed on January 1, 2008)
4     Sec. 1110. Return to good standing Reinstatement.
5     (a) Except in the case of a limited partnership that has
6 been administratively dissolved pursuant to Section 806 or a
7 foreign limited partnership whose application for admission
8 has been cancelled pursuant to Section 912, a A limited
9 partnership or foreign limited partnership which has been
10 delinquent may return to good standing upon:
11         (1) the filing with the Secretary of State by the
12     limited partnership or foreign limited partnership of all
13     applications, reports, information requirements,
14     registrations and renewals when due and theretofore
15     becoming due; and
16         (2) the payment to the Secretary of State by the
17     limited partnership or foreign limited partnership of all
18     fees and penalties then due and theretofore becoming due.
19 (Source: P.A. 85-403; 93-967, eff. 1-1-05. Repealed on 1-1-2008
20 by 805 ILCS 215/1401.)
 
21     Section 40. The Co-operative Act is amended by changing
22 Sections 4, 5, 16, and 22 as follows:
 
23     (805 ILCS 310/4)  (from Ch. 32, par. 308)
24     Sec. 4. Duplicate originals of the articles of
25 incorporation shall be delivered to the Secretary of State. If
26 the Secretary of State finds that the articles of incorporation
27 conform to law, he shall, when all franchise taxes, fees, and
28 charges have been paid: (a) Endorse on each of such duplicate
29 originals the word "Filed," and the month, day, and year of the
30 filing thereof; (b) file one of such duplicate originals in his
31 office; (c) return to the incorporators or their representative
32 a true copy of the articles of incorporation, who shall within
33 15 days file such document issue a certificate of incorporation

 

 

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1 to which he shall affix the other duplicate original. The
2 certificate of incorporation, together with the duplicate
3 original of the articles of incorporation affixed thereto by
4 the Secretary of State, shall be returned to the incorporators
5 or their representative and within 15 days from the date
6 thereof shall be filed for record in the office of the recorder
7 of the county in which the registered office of the corporation
8 in this State is situated. Upon the filing of the articles
9 issuance of the certificate of incorporation by the Secretary
10 of State, the corporate existence shall begin, and such
11 articles certificate of incorporation shall be conclusive
12 evidence, except as against the State, that all conditions
13 precedent required to be performed by the incorporators have
14 been complied with and that the corporation has been
15 incorporated under this Act.
16 (Source: P.A. 83-358.)
 
17     (805 ILCS 310/5)  (from Ch. 32, par. 309)
18     Sec. 5. Such corporations shall be required to file in the
19 office of the Secretary of State the same reports and to pay to
20 him the same license fees, franchise taxes and other fees, as
21 required of corporations organized under the Business
22 Corporation Act of 1983 an act entitled "An Act to revise the
23 law relating to corporations for pecuniary profit," filed July
24 13, 1933, and all amendments thereto.
25 (Source: Laws 1935, p. 606.)
 
26     (805 ILCS 310/16)  (from Ch. 32, par. 320)
27     Sec. 16. Every association organized under the terms of
28 this Act shall, pursuant to the Business Corporation Act of
29 1983, file an annual report in the Office of the Secretary of
30 State during the 60 day period immediately preceding its
31 anniversary month of incorporation annually, on or before the
32 first day of March of each year, make a report of the condition
33 and business of the association as of December 31 of the
34 preceding year, to the Secretary of State, such report shall

 

 

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1 contain the name of the company, its principal place of
2 business in this State and generally a statement as to its
3 business, showing total amount of business transacted, amount
4 of capital stock subscribed for and paid in, number of
5 shareholders, total expense of operation, amount of
6 indebtedness or liabilities, and its profits and losses.
7 (Source: Laws 1915, p. 325.)
 
8     (805 ILCS 310/22)  (from Ch. 32, par. 326)
9     Sec. 22. No corporation or association hereafter organized
10 or doing business for profit in this State shall be entitled to
11 use the term "Co-operative" as a part of its corporate or other
12 business name or title unless it has complied with the
13 provisions of this Act, except (1) a corporation or association
14 organized under the Business Corporation Act of 1983 General
15 Not For Profit Corporation Act of 1986 for the purpose of
16 ownership or administration of residential property on a
17 cooperative basis, or (2) a cooperative corporation organized
18 under the General Not for Profit Corporation Act of 1986 or its
19 predecessor or successor statutes a corporation or association
20 organized under the Business Corporation Act of 1983 for the
21 same purpose. Any corporation or association violating the
22 provision of this Section may be enjoined from doing business
23 under such name at the instance of any shareholder of any
24 association or corporation organized under this Act.
25 (Source: P.A. 90-233, eff. 7-25-97.)
 
26     Section 45. The Cemetery Association Act is amended by
27 changing Sections 2, 3, and 4 as follows:
 
28     (805 ILCS 320/2)  (from Ch. 21, par. 36)
29     Sec. 2. Whenever six (6) or more persons shall present to
30 the Secretary of State a petition setting forth that they
31 desire to organize a Cemetery Association under this act, to be
32 located in (here insert the county) and that said Cemetery
33 Association shall be known by the name and style of (here

 

 

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1 insert the name of the association), that the Secretary of
2 State shall issue to such persons and their successors in
3 trust, articles a certificate of organization, which said
4 articles certificate of organization shall be in perpetuity and
5 in trust for the use and benefit of all persons who may acquire
6 burial lots in said cemetery.
7 (Source: Laws 1903, p. 90.)
 
8     (805 ILCS 320/3)  (from Ch. 21, par. 37)
9     Sec. 3.
10     The persons so receiving the articles certificate of
11 organization shall cause the same to be recorded in the
12 recorder's office of the county in which the cemetery is
13 situated, and when so recorded, the association shall be deemed
14 fully organized as a body corporate under the name adopted, and
15 in its corporate name may sue and be sued. Whenever two-thirds
16 of the trustees shall approve a resolution to change the name
17 of a cemetery association, a copy of such resolution and
18 approval thereof duly certified by the President and Secretary
19 of the association shall be filed in the office of the State
20 Comptroller, and upon approval thereof shall be filed in the
21 office of the Secretary of State. Whenever two-thirds of the
22 trustees of a cemetery association approve a resolution to
23 dissolve such corporation a copy of such resolution and
24 approval of the trustees duly certified by the President and
25 Secretary shall be submitted to the Comptroller, and if
26 approved by him a copy of such resolution and approval of the
27 Comptroller shall be duly filed by him in the office of the
28 Secretary of State. Where the association has "care funds"
29 within the meaning of the "Cemetery Care Act", approved July
30 21, 1947, as amended, the Comptroller shall not approve the
31 dissolution of any Cemetery Association unless proper
32 disposition has been made of such care funds, as provided by
33 law, and in accordance with the Cemetery Care Act. Upon the
34 filing of the resolution of either change of name or
35 dissolution of such cemetery association in the office of the

 

 

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1 Secretary of State such change of name or dissolution of such
2 cemetery association shall be complete. The Comptroller shall
3 so notify the trustees of such cemetery association. Thereupon
4 the trustees shall cause a copy of such resolution of either
5 change of name or dissolution to be recorded in the recorder's
6 office of the county where the cemetery is situated.
7 (Source: P.A. 78-592.)
 
8     (805 ILCS 320/4)  (from Ch. 21, par. 38)
9     Sec. 4. That said persons so receiving said articles
10 certificate of organization of said association shall proceed
11 to elect from their own number a board of trustees for said
12 association, which said board shall consist of not less than
13 six (6) nor more than ten (10) members, as said persons so
14 receiving said articles certificate may determine; that said
15 trustees when elected shall immediately organize by electing
16 from their own membership a president, vice president and
17 treasurer, and shall also elect a secretary, who may or may not
18 be a member of said board of trustees, in their discretion,
19 which said officers shall hold their respective offices for and
20 during the period of one (1) year, and until their successors
21 are duly elected and qualified. Said trustees when so elected
22 shall divide themselves by lot into two classes, the first of
23 which shall hold their offices for and during the period of
24 three (3) years, and the second of which shall hold their
25 offices for and during the period of six (6) years, and that
26 thereafter the term of office of said trustees shall be six (6)
27 years, and that upon the expiration of the term of office of
28 any of said trustees, or in case of the resignation or death or
29 removal from the State of Illinois of any of said trustees, or
30 their removal from office as provided in this act, the
31 remaining trustees, or a majority of them, shall notify the
32 presiding officer of the County Board in which said cemetery is
33 situated, of such vacancy or vacancies in writing and thereupon
34 said presiding officer shall appoint some suitable person or
35 persons to fill such vacancy or vacancies; and that thereafter

 

 

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1 the presiding officer of the County Board county board in which
2 said cemetery association is located shall always appoint some
3 suitable person or persons as trustees: provided Provided,
4 however, that in making such appointments the said presiding
5 officer of the County Board shall so exercise his power that at
6 least two-thirds (2-3) of said trustees shall be selected from
7 suitable persons residing within fifteen (15) miles of said
8 cemetery, or some part thereof, and the other appointees may be
9 suitable persons interested in said cemetery association
10 through family interments or otherwise who are citizens of the
11 State of Illinois.
12 (Source: P.A. 80-585.)

 

 

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1 INDEX
2 Statutes amended in order of appearance
3     75 ILCS 60/3 from Ch. 81, par. 34
4     75 ILCS 60/3.1 from Ch. 81, par. 34.1
5     75 ILCS 60/4 from Ch. 81, par. 35
6     805 ILCS 5/1.80 from Ch. 32, par. 1.80
7     805 ILCS 5/2A.05 from Ch. 32, par. 2A.05
8     805 ILCS 5/4.05 from Ch. 32, par. 4.05
9     805 ILCS 5/4.10 from Ch. 32, par. 4.10
10     805 ILCS 5/4.20 from Ch. 32, par. 4.20
11     805 ILCS 5/7.85 from Ch. 32, par. 7.85
12     805 ILCS 5/9.05 from Ch. 32, par. 9.05
13     805 ILCS 5/9.20
14     805 ILCS 5/11.37 from Ch. 32, par. 11.37
15     805 ILCS 5/11.75 from Ch. 32, par. 11.75
16     805 ILCS 5/12.40 from Ch. 32, par. 12.40
17     805 ILCS 5/12.45 from Ch. 32, par. 12.45
18     805 ILCS 5/12.50 from Ch. 32, par. 12.50
19     805 ILCS 5/13.55 from Ch. 32, par. 13.55
20     805 ILCS 5/13.60 from Ch. 32, par. 13.60
21     805 ILCS 5/13.75
22     805 ILCS 5/14.01 from Ch. 32, par. 14.01
23     805 ILCS 5/15.10 from Ch. 32, par. 15.10
24     805 ILCS 5/15.45 from Ch. 32, par. 15.45
25     805 ILCS 5/15.80 from Ch. 32, par. 15.80
26     805 ILCS 5/15.90 from Ch. 32, par. 15.90
27     805 ILCS 10/5 from Ch. 32, par. 415-5
28     805 ILCS 105/101.45 from Ch. 32, par. 101.45
29     805 ILCS 105/101.70 from Ch. 32, par. 101.70
30     805 ILCS 105/103.30
31     805 ILCS 105/104.05 from Ch. 32, par. 104.05
32     805 ILCS 105/104.10 from Ch. 32, par. 104.10
33     805 ILCS 105/104.20 from Ch. 32, par. 104.20
34     805 ILCS 105/105.05 from Ch. 32, par. 105.05
35     805 ILCS 105/105.10 from Ch. 32, par. 105.10

 

 

SB0468 Engrossed - 114 - LRB094 10798 RXD 41271 b

1     805 ILCS 105/108.05 from Ch. 32, par. 108.05
2     805 ILCS 105/111.37 from Ch. 32, par. 111.37
3     805 ILCS 105/112.45 from Ch. 32, par. 112.45
4     805 ILCS 105/112.50 from Ch. 32, par. 112.50
5     805 ILCS 105/113.20 from Ch. 32, par. 113.20
6     805 ILCS 105/113.55 from Ch. 32, par. 113.55
7     805 ILCS 105/113.60 from Ch. 32, par. 113.60
8     805 ILCS 105/113.70 from Ch. 32, par. 113.70
9     805 ILCS 105/114.05 from Ch. 32, par. 114.05
10     805 ILCS 105/115.10 from Ch. 32, par. 115.10
11     805 ILCS 180/1-35
12     805 ILCS 180/1-36 new
13     805 ILCS 180/1-37 new
14     805 ILCS 180/5-10
15     805 ILCS 180/5-25
16     805 ILCS 180/5-40
17     805 ILCS 180/5-47
18     805 ILCS 180/5-48
19     805 ILCS 180/35-40
20     805 ILCS 180/35-45
21     805 ILCS 180/45-25
22     805 ILCS 180/45-65
23     805 ILCS 180/50-10
24     805 ILCS 180/50-15
25     805 ILCS 206/108
26     805 ILCS 206/110 new
27     805 ILCS 206/1104
28     805 ILCS 210/801 from Ch. 106 1/2, par. 158-1
29     805 ILCS 210/806 new
30     805 ILCS 210/807 new
31     805 ILCS 210/912 new
32     805 ILCS 210/913 new
33     805 ILCS 210/1108 from Ch. 106 1/2, par. 161-8
34     805 ILCS 210/1110 from Ch. 106 1/2, par. 161-10
35     805 ILCS 310/4 from Ch. 32, par. 308
36     805 ILCS 310/5 from Ch. 32, par. 309

 

 

SB0468 Engrossed - 115 - LRB094 10798 RXD 41271 b

1     805 ILCS 310/16 from Ch. 32, par. 320
2     805 ILCS 310/22 from Ch. 32, par. 326
3     805 ILCS 320/2 from Ch. 21, par. 36
4     805 ILCS 320/3 from Ch. 21, par. 37
5     805 ILCS 320/4 from Ch. 21, par. 38