Full Text of SB1389 96th General Assembly
SB1389 96TH GENERAL ASSEMBLY
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96TH GENERAL ASSEMBLY
State of Illinois
2009 and 2010 SB1389
Introduced 2/11/2009, by Sen. A. J. Wilhelmi SYNOPSIS AS INTRODUCED: |
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Amends the Library Incorporation Act, the State Housing Act, the Neighborhood Redevelopment Corporation Law, the Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, the Co-operative Act, and the Cemetery Association Act. Eliminates the term "certificate" in the various acts. In the amendatory changes to the Co-operative Act, eliminates language requiring the Secretary of State to issue a certificate of incorporation along with a duplicate copy to an incorporator whose articles of incorporation conform to law, and instead provides that the Secretary of State shall return a true copy of the articles of incorporation to the incorporators or their representative, who shall within 15 days file such document for record in the office of the recorder. Updates references in the State Housing Act to the General Not For Profit Corporation Act of 1986 (rather than the General Not For Profit Corporation Act). Effective January 1, 2010.
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A BILL FOR
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SB1389 |
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| AN ACT concerning business.
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| Be it enacted by the People of the State of Illinois,
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| represented in the General Assembly:
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| Section 5. The Library Incorporation Act is amended by | 5 |
| changing Sections 3, 3.1, and 4 as follows:
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| (75 ILCS 60/3) (from Ch. 81, par. 34)
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| Sec. 3.
Upon the filing in his office of such a statement | 8 |
| as above
stated the
Secretary of State shall issue to the | 9 |
| incorporators, under his signature and
seal of State, articles | 10 |
| of incorporation comprised of a certificate, of which the above | 11 |
| stated
statement shall be a
part , declaring that the | 12 |
| organization of the corporation is completed. The
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| incorporators shall thereupon cause such articles of | 14 |
| incorporation certificate to be recorded in a
proper record | 15 |
| book for the purpose in the office of the recorder
of the | 16 |
| county in which the library is to be located; and thereupon the
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| corporation shall be deemed fully organized and may proceed to | 18 |
| carry out
its corporate purposes, and may receive by | 19 |
| conveyance, from the trustees
under the will, deed or other | 20 |
| instrument of donation, the property
provided by will or | 21 |
| otherwise as above stated for the
endowment of the
library, and | 22 |
| may hold the same in whatever form it may have been received
or | 23 |
| conveyed by the trustees until such form is changed by the |
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| action
of the said corporation.
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| (Source: P.A. 84-550.)
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| (75 ILCS 60/3.1) (from Ch. 81, par. 34.1)
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| Sec. 3.1.
A corporation organized under this Act may amend | 5 |
| its articles of
incorporation, from time to time, in any | 6 |
| respect which is consistent with
this Act. An amendment shall | 7 |
| be adopted at a meeting of the board of
trustees, managers or | 8 |
| directors upon receiving the vote of a majority of
the | 9 |
| trustees, managers or directors in office. Any number of | 10 |
| amendments may
be submitted and voted upon at any one meeting.
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| The articles of amendment shall be executed in duplicate by | 12 |
| the
corporation by its secretary, or assistant secretary and by | 13 |
| one other
officer, verified by either of the officers executing | 14 |
| such statement, and
shall set forth:
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| (a) The name of the corporation;
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| (b) The amendment so adopted; and
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| (c) A statement of the date of the meeting of the board of | 18 |
| trustees,
managers or directors at which the amendment was | 19 |
| adopted and of the fact
that such amendment received the vote | 20 |
| of a majority of the trustees,
managers or directors in office.
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| Duplicate originals of the articles of amendment shall be | 22 |
| delivered to
the Secretary of State, who shall file one such | 23 |
| duplicate original in his
office, and issue articles a | 24 |
| certificate of amendment to which he shall affix the
other | 25 |
| duplicate original. Such articles certificate of amendment, |
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| with the duplicate
original of the articles of amendment | 2 |
| affixed thereto by the Secretary of
State, shall be returned to | 3 |
| the corporation or its representative and shall
thereupon be | 4 |
| filed by the corporation for record in the office of the
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| recorder where the articles of incorporation are recorded.
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| Upon the issuance of the articles certificate of amendment | 7 |
| by the Secretary of
State, the amendment shall become effective | 8 |
| and the articles of
incorporation shall be deemed to be amended | 9 |
| accordingly. No amendment shall
affect any existing cause of | 10 |
| action in favor of or against the corporation,
or any pending | 11 |
| action to which such corporation shall be a party.
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| (Source: P.A. 83-358.)
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| (75 ILCS 60/4) (from Ch. 81, par. 35)
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| Sec. 4.
Organizations formed under this Act shall be bodies | 15 |
| corporate and
politic to be known under the names stated in the | 16 |
| respective certificates
or articles of incorporation; and by | 17 |
| such corporate names they shall have
and possess the ordinary | 18 |
| rights and incidents of corporations, and shall be
capable of | 19 |
| taking, holding and disposing of real and personal estate for
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| all purposes of their organization. The provisions of any will, | 21 |
| deed or
other instrument by which endowment is given to the | 22 |
| library and accepted by
the trustees, managers or directors | 23 |
| shall, as to such endowment, be a part
of the organic and | 24 |
| fundamental law of such corporation.
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| The trustees, managers or directors of any such corporation |
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| shall
compose its members, and shall not be less than 7 nor | 2 |
| more than 25 in
number; shall elect the officers of the | 3 |
| corporation from their number; and
shall have control and | 4 |
| management of its affairs and property; may accept
donations, | 5 |
| and in their discretion hold the same in the form in which they
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| are given, for all purposes of science, literature and as are | 7 |
| germane to
the object and purpose of the corporation. They may | 8 |
| fill by election,
vacancies occurring in their own number by | 9 |
| death, incapacity, retirement or
otherwise, and may make lawful | 10 |
| by-laws for the management of the
corporation and of the | 11 |
| library, which by-laws shall set forth what officers
there | 12 |
| shall be of the corporation, and shall define and prescribe | 13 |
| their
respective duties. They may appoint and employ from time | 14 |
| to time such
agents and employees as they may deem necessary | 15 |
| for the efficient
administration and conduct of the library and | 16 |
| other affairs of the
corporation. Whenever any trustee, manager | 17 |
| or director shall be elected to
fill any vacancy, a certificate | 18 |
| under the seal of the corporation, giving
the name of the | 19 |
| person elected, shall be recorded in the office of the
recorder | 20 |
| of the county where the articles of incorporation
are recorded.
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| Whenever, by the provisions of such will, deed or other | 22 |
| instrument by
which an endowment is created, the institution | 23 |
| endowed is free and public,
the library and other property of | 24 |
| such corporation shall be forever exempt
from taxation.
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| The trustees, managers or directors of such corporation | 26 |
| shall, in the
month of January in each year, cause to be made a |
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| written report to the Secretary
of State for the year ending on | 2 |
| the preceding December 31 of the condition
of the library and | 3 |
| of the funds and other property of the corporation
showing the | 4 |
| assets and investments of such corporation in detail.
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| This report shall be verified by
the secretary, or by some | 6 |
| other responsible officer of such corporation. It
shall contain | 7 |
| (1) an itemized statement of the various sums of money
received | 8 |
| from the library fund and from other sources; (2) an itemized
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| statement of the objects and purposes for which those sums of | 10 |
| money have
been expended; (3) a statement of the number of | 11 |
| books and periodicals
available for use, and the number and | 12 |
| character thereof circulated; (4) a
statement of the real and | 13 |
| personal property acquired by legacy,
purchase, gift or | 14 |
| otherwise; (5) a statement of the character of any
extensions | 15 |
| of library service which have been undertaken; (6) any other
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| statistics, information and suggestions that may be of | 17 |
| interest. A report
shall also be filed, at the same time, with | 18 |
| the Illinois State Library.
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| (Source: P.A. 83-1362.)
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| Section 10. The State Housing Act is amended by changing | 21 |
| Sections 13, 15, and 16 as follows:
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| (310 ILCS 5/13) (from Ch. 67 1/2, par. 163)
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| Sec. 13.
No housing corporation shall proceed to | 24 |
| dissolution except upon
the approval of the Illinois Housing |
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| Development Authority, and the
distribution of assets in | 2 |
| dissolution shall be subject to the control and
supervision of | 3 |
| the Illinois Housing Development Authority. No articles | 4 |
| certificate
of dissolution shall be filed by the Secretary of | 5 |
| State unless it shall
have endorsed thereon or be accompanied | 6 |
| by a certificate of the approval of
the Illinois Housing | 7 |
| Development Authority.
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| (Source: P.A. 76-1176.)
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| (310 ILCS 5/15) (from Ch. 67 1/2, par. 165)
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| Sec. 15.
Housing corporations organized on a | 11 |
| not-for-profit basis shall pay
to the Secretary of State the | 12 |
| fee for filing articles of incorporation and
all other fees so | 13 |
| specified in the General Not For Profit Corporation Act of | 14 |
| 1986 ,
approved July 17, 1943, as heretofore and hereafter | 15 |
| amended. Housing
corporations organized on a limited-dividend | 16 |
| basis shall pay to the
Secretary of State the fee for filing | 17 |
| articles of incorporation and all
other fees as specified in | 18 |
| the "Business Corporation Act of
1983", as amended.
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| (Source: P.A. 83-1362.)
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| (310 ILCS 5/16) (from Ch. 67 1/2, par. 166)
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| Sec. 16.
Housing corporations organized on a | 22 |
| not-for-profit basis shall
have the rights, privileges and | 23 |
| immunities of, and shall be subject to the
provisions of, the | 24 |
| General Not For Profit Corporation Act of 1986 , approved July
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| 17, 1943, as heretofore and hereafter amended, in so far as | 2 |
| such provisions
are not inconsistent with the provisions of | 3 |
| this Act. Housing corporations
organized on a limited-dividend | 4 |
| basis shall have the rights, privileges and
immunities of, and | 5 |
| shall be subject to the provisions of, the "Business
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| Corporation Act of 1983", as heretofore and hereafter amended,
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| in so far as such provisions are not inconsistent with the | 8 |
| provisions of
this Act.
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| (Source: P.A. 83-1362.)
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| Section 15. The Neighborhood Redevelopment Corporation Law | 11 |
| is amended by changing Sections 8 and 9 as follows:
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| (315 ILCS 20/8) (from Ch. 67 1/2, par. 258)
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| Sec. 8.
Filing-Issuance of articles certificate of | 14 |
| incorporation.
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| Duplicate originals of the statement prescribed by Section | 16 |
| 7 of this
Act shall be filed in the office of the Secretary of | 17 |
| State, on forms
prescribed and furnished by the Secretary of | 18 |
| State.
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| If the Secretary of State finds that such statement is in | 20 |
| conformity
with the provisions of Section 7 of this Act, he | 21 |
| shall, when all franchise
taxes, fees, and charges have been | 22 |
| paid:
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| (1) Endorse on each of such duplicate originals the word | 24 |
| "Filed," and
the month, day, and year of the filing thereof.
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| (2) File one of such duplicate originals in his office.
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| (3) Issue to the incorporators the duplicate original of | 3 |
| the articles a certificate of incorporation to which
he shall | 4 |
| affix the other duplicate original.
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| (Source: Laws 1941, vol. 1, p. 431.)
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| (315 ILCS 20/9) (from Ch. 67 1/2, par. 259)
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| Sec. 9.
Powers
of neighborhood redevelopment corporations.
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| Every corporation organized under this Act shall, subject | 9 |
| to the
conditions and limitations prescribed by this Act, have | 10 |
| the following
rights, powers and privileges:
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| (1) To have succession by its corporate name for the period | 12 |
| limited in
its articles certificate of incorporation; | 13 |
| Provided, that in no instance shall
corporate succession exceed | 14 |
| sixty years.
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| (2) To sue and be sued in its corporate name.
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| (3) To have and use a common seal and alter it at pleasure.
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| (4) To have a capital stock of such an amount and divided | 18 |
| into shares as
may be provided in the articles certificate of | 19 |
| incorporation, or any amendment
thereof, subject to the | 20 |
| conditions prescribed by Section 7 of this Act;
Provided, that | 21 |
| the issuance of the shares of stock of every corporation
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| organized under this Act shall be subject to supervision and | 23 |
| regulation of
the Redevelopment Commission, as in this Act | 24 |
| provided.
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| (5) To acquire, own, use, convey and otherwise dispose of |
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| and deal in
Real Property, however acquired, subject to the | 2 |
| conditions and restrictions
of this Act; Provided, that no | 3 |
| single sale, mortgage, lease or conveyance
of two-thirds or | 4 |
| more of the corporate assets shall be made, except within
a | 5 |
| period of one year immediately preceding the expiration by | 6 |
| lapse of time
of the corporate charter, without the consent of | 7 |
| the holders of two-thirds
of all the outstanding capital stock | 8 |
| of the corporation at any annual
meeting or at any special | 9 |
| meeting called for that purpose; Provided
further, that no Real | 10 |
| Property shall ever be acquired, owned or used by
such | 11 |
| corporation outside its Development Area.
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| (6) To borrow money for its corporate purposes at such rate | 13 |
| of interest
as the corporation may determine, subject to the | 14 |
| approval of the
Redevelopment Commission as in this Act | 15 |
| provided; and to mortgage or pledge
its property, both real and | 16 |
| personal, to secure the payment thereof.
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| (7) To elect officers, appoint agents, define their duties | 18 |
| and fix their
compensation.
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| (8) Subject to the provisions of this Act, to acquire Real | 20 |
| Property by
exercise of the power of eminent domain in the | 21 |
| manner provided by the
general laws of the State relating | 22 |
| thereto.
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| (9) To make and alter by-laws, not inconsistent with its | 24 |
| articles of
incorporation or with the laws of this State, for | 25 |
| the administration and
regulation of the affairs of the | 26 |
| corporation.
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| (10) To conduct business in this State, subject to the | 2 |
| provisions of
this Act.
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| (11) To cease doing business and to surrender its charter.
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| (12) To have and exercise all the powers necessary and | 5 |
| convenient to
carry into effect the purposes for which the | 6 |
| corporation is formed.
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| (Source: Laws 1941, vol. 1, p. 431.)
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| Section 20. The Business Corporation Act of 1983 is amended | 9 |
| by changing Sections 4.10, 4.20, 11.37, 12.50, 15.45, and 15.90 | 10 |
| as follows:
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| (805 ILCS 5/4.10) (from Ch. 32, par. 4.10)
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| Sec. 4.10. Reserved name. The exclusive right to the use of | 13 |
| a corporate
name or an assumed corporate name, as the case may | 14 |
| be, may be reserved by:
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| (a) Any person intending to organize a corporation under | 16 |
| this Act.
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| (b) Any domestic corporation intending to change its name.
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| (c) Any foreign corporation intending to make application | 19 |
| for a certificate
of authority to transact business in this | 20 |
| State.
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| (d) Any foreign corporation authorized to transact | 22 |
| business in this State
and intending to change its name.
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| (e) Any person intending to organize a foreign corporation | 24 |
| and intending
to have such corporation make application for a |
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| certificate of authority
to transact business in this State.
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| (f) Any domestic corporation intending to adopt an assumed | 3 |
| corporate name.
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| (g) Any foreign corporation authorized to transact | 5 |
| business in this State
and intending to adopt an assumed | 6 |
| corporate name.
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| Such reservation shall be made by filing in the office of | 8 |
| the Secretary
of State an application to reserve a specified | 9 |
| corporate name or a specified
assumed corporate name, executed | 10 |
| by the applicant. If the Secretary of State
finds that such | 11 |
| name is available for corporate use, he or she shall reserve
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| the same for the exclusive use of such applicant for a period | 13 |
| of ninety days
or until surrendered by a written cancellation | 14 |
| document signed by the
applicant,
whichever is sooner.
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| The right to the exclusive use of a specified corporate | 16 |
| name or assumed
corporate name so reserved may be transferred | 17 |
| to any other person by filing
in the office of the Secretary of | 18 |
| State a notice of such transfer, executed
by the person for | 19 |
| whom such name was reserved, and specifying the name and
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| address of the transferee.
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| The Secretary of State may revoke any reservation if, after | 22 |
| a hearing,
he or she finds that the application therefor or any | 23 |
| transfer thereof was
made contrary to this Act.
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| (Source: P.A. 93-59, eff. 7-1-03.)
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| (805 ILCS 5/4.20) (from Ch. 32, par. 4.20)
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| Sec. 4.20. Change and cancellation of assumed corporate | 2 |
| name.
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| (a) Any domestic or foreign corporation may, pursuant to | 4 |
| resolution by
its board of directors, change or cancel any or | 5 |
| all of its assumed
corporate names by executing and filing, in | 6 |
| accordance with Section 1.10 of
this Act, an application | 7 |
| setting forth:
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| (1) The true corporate name.
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| (2) The state or country under the laws of which it is | 10 |
| organized.
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| (3) That it intends to cease transacting business under | 12 |
| an assumed
corporate name by changing or cancelling it.
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| (4) The assumed corporate name to be changed from or | 14 |
| cancelled.
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| (5) If the assumed corporate name is to be changed, the | 16 |
| assumed
corporate name that the corporation proposes to | 17 |
| use.
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| (b) Upon the filing of an application to change an assumed | 19 |
| corporate
name, the corporation shall have the right to use the | 20 |
| assumed corporate
name for the balance of the period authorized | 21 |
| by subsection (d) of
Section 4.15.
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| (c) The right to use an assumed corporate name shall be | 23 |
| cancelled by the
Secretary of State:
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| (1) If the corporation fails to renew an assumed | 25 |
| corporate name.
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| (2) If the corporation has filed an application to |
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| change or cancel an
assumed corporate name.
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| (3) If a domestic corporation has been dissolved.
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| (4) If a foreign corporation has had its certificate of | 4 |
| authority to do
business in this State revoked.
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| (Source: P.A. 87-516.)
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| (805 ILCS 5/11.37) (from Ch. 32, par. 11.37)
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| Sec. 11.37.
Merger or consolidation of domestic or foreign
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| corporations and domestic not for profit corporations.
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| (a) One or more
domestic corporations or one or more | 10 |
| foreign corporations may merge into a
domestic not for profit | 11 |
| corporation subject to the provisions of the
General Not For | 12 |
| Profit Corporation Act of 1986, as amended, provided that
in | 13 |
| the case of a foreign corporation for profit, such merger is | 14 |
| permitted by
the laws of the State or country under which
such | 15 |
| foreign corporation for profit is organized.
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| (b) Each domestic corporation shall comply with the | 17 |
| provisions of this
Act with respect to the merger of domestic | 18 |
| corporations,
each domestic not for profit corporation shall | 19 |
| comply with the provisions
of the General Not For Profit | 20 |
| Corporation Act of 1986, as amended. With
respect to merger of | 21 |
| domestic not for profit corporations,
each foreign corporation | 22 |
| for profit shall comply with the laws of the state
or country | 23 |
| under which it is organized, and each foreign corporation for
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| profit having a certificate of authority to transact business | 25 |
| in this State
under the provisions of this Act shall comply |
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| with the provisions of this
Act with respect to merger of | 2 |
| foreign corporations for
profit.
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| (c) The plan of merger shall set forth, in addition to
all | 4 |
| matters required by Section 11.05 of this Act, the manner and | 5 |
| basis of
converting shares of each merging domestic or foreign
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| corporation for profit into membership or other interests of | 7 |
| the surviving domestic not for profit corporation, or into | 8 |
| cash, or into property,
or into any combination of the | 9 |
| foregoing.
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| (d) The effect of a merger under this Section shall be
the | 11 |
| same as in the case of a merger of domestic
corporations as set | 12 |
| forth in subsection (a) of Section 11.50 of this Act.
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| (e) When such merger has been effected, the shares of
the | 14 |
| corporation or corporations to be converted under the terms of | 15 |
| the plan
cease to exist. The holders of those shares are | 16 |
| entitled only to the
membership or other interests, cash, or | 17 |
| other property or combination
thereof, into which those shares | 18 |
| have been converted in accordance with the
plan, subject to any | 19 |
| dissenters' rights under Section 11.70 of this Act.
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| (Source: P.A. 93-59, eff. 7-1-03.)
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| (805 ILCS 5/12.50) (from Ch. 32, par. 12.50)
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| Sec. 12.50. Grounds for judicial dissolution in actions by | 23 |
| nonshareholders.
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| (a) A Circuit Court may dissolve a corporation:
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| (1) In an action by the Attorney General, if it is |
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| established that:
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| (i) The corporation filed its articles obtained | 3 |
| its certificate of incorporation through
fraud; or
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| (ii) The corporation has continued to exceed or | 5 |
| abuse the
authority conferred upon it by law, or has | 6 |
| continued to violate the law, after
notice of the same | 7 |
| has been given to such corporation, either personally | 8 |
| or by
registered mail; or
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| (iii) Any interrogatory propounded by the | 10 |
| Secretary of State to the
corporation, its officers or | 11 |
| directors, as provided in this Act, has been
answered | 12 |
| falsely or has not been answered fully within 30 days | 13 |
| after the
mailing of such interrogatories by the | 14 |
| Secretary of State or within such
extension of time as | 15 |
| shall have been authorized by the Secretary of State.
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| (2) In an action by a creditor, if it is established | 17 |
| that:
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| (i) The creditor's claim has been reduced to | 19 |
| judgment, a
copy of
the judgment has been returned | 20 |
| unsatisfied, and the corporation is insolvent;
or
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| (ii) The corporation has admitted in writing that | 22 |
| the
creditor's claim is due and owing, and the | 23 |
| corporation is insolvent.
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| (3) In an action by the corporation to dissolve under | 25 |
| court supervision,
if it is established that dissolution is | 26 |
| reasonably necessary because the
business of the |
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| corporation can no longer be conducted to the general | 2 |
| advantage
of its shareholders.
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| (b) As an alternative to dissolution, the court may order | 4 |
| any of the other
remedies contained in subsection (b) of | 5 |
| Section 12.55.
| 6 |
| (Source: P.A. 89-169, eff. 7-19-95; 89-364, eff. 8-18-95.)
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| (805 ILCS 5/15.45) (from Ch. 32, par. 15.45)
| 8 |
| Sec. 15.45. Rate of franchise taxes payable by domestic | 9 |
| corporations.
| 10 |
| (a) The annual franchise tax payable by each domestic | 11 |
| corporation
shall be computed at the rate of 1/12 of 1/10 of 1% | 12 |
| for each calendar month
or fraction thereof for the period | 13 |
| commencing on the first day of July 1983
to the first day of | 14 |
| the anniversary month in 1984, but in no event shall
the amount | 15 |
| of the annual franchise tax be less than $2.08333 per month | 16 |
| assessed
on a minimum of $25 per annum or more than | 17 |
| $83,333.333333 per month;
commencing on January 1, 1984 to the | 18 |
| first day of the anniversary month in
2004, the annual | 19 |
| franchise tax payable by each domestic
corporation
shall be | 20 |
| computed at the rate of 1/10 of 1% for the 12-months' period
| 21 |
| commencing on the first day of the anniversary month or, in
| 22 |
| cases where
a corporation has established an extended filing | 23 |
| month, the extended filing
month of the corporation, but in no | 24 |
| event shall the amount of the annual
franchise tax be less than | 25 |
| $25 nor more than $1,000,000 per annum; commencing
with the |
|
|
|
SB1389 |
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LRB096 08630 KTG 18753 b |
|
| 1 |
| first anniversary month that occurs after December,
2003,
the | 2 |
| annual franchise tax payable by each domestic corporation shall | 3 |
| be computed
at the rate of 1/10 of 1% for the 12-months' period | 4 |
| commencing on the first day
of the anniversary month or, in | 5 |
| cases where a corporation has established
an
extended filing | 6 |
| month, the extended filing month of the corporation, but in
no | 7 |
| event shall the amount of the annual franchise tax be less than | 8 |
| $25 nor more
than $2,000,000 per annum.
| 9 |
| (b) The annual franchise tax payable by each domestic | 10 |
| corporation at the
time of filing a statement of election and | 11 |
| interim annual report in
connection with an anniversary month | 12 |
| prior to January, 2004 shall be
computed at the rate of 1/10 of | 13 |
| 1% for the 12 month period commencing on
the first day of the | 14 |
| anniversary month of the corporation next following
such | 15 |
| filing, but in no event shall the amount of the annual | 16 |
| franchise tax
be less than $25 nor more than $1,000,000 per | 17 |
| annum; commencing with the
first anniversary month that occurs | 18 |
| after December,
2003,
the annual franchise tax payable by each | 19 |
| domestic corporation at the time of
filing a statement of | 20 |
| election and interim annual report shall be computed
at the | 21 |
| rate of 1/10 of 1% for the 12-month period commencing on the | 22 |
| first day
of the anniversary month of the corporation next | 23 |
| following such filing, but in
no event shall the amount of the | 24 |
| annual
franchise tax be less than $25 nor more
than $2,000,000 | 25 |
| per annum.
| 26 |
| (c) The annual franchise tax payable at the time of filing |
|
|
|
SB1389 |
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LRB096 08630 KTG 18753 b |
|
| 1 |
| the final
transition annual report in connection with an | 2 |
| anniversary month prior to
January, 2004 shall be an amount | 3 |
| equal to (i) 1/12 of 1/10 of 1%
per month of the proportion of | 4 |
| paid-in capital represented in this State as
shown in the final | 5 |
| transition annual report multiplied by (ii) the number
of | 6 |
| months commencing with the anniversary month next following the | 7 |
| filing
of the statement of election until, but excluding, the | 8 |
| second extended
filing month, less the annual franchise tax | 9 |
| theretofore paid at the time of
filing the statement of | 10 |
| election, but in no event shall the amount of the
annual | 11 |
| franchise tax be less than $2.08333 per month assessed on a | 12 |
| minimum
of $25 per annum or more than $83,333.333333 per month; | 13 |
| commencing with the
first anniversary month that occurs after | 14 |
| December,
2003,
the annual franchise tax payable at the time of | 15 |
| filing the final transition
annual report shall be an amount | 16 |
| equal to (i) 1/12 of 1/10 of 1% per month of
the proportion of | 17 |
| paid-in capital represented in this State as shown in the
final | 18 |
| transition annual report multiplied by (ii) the number of | 19 |
| months
commencing with the anniversary month next following the | 20 |
| filing of the
statement of election until, but excluding, the | 21 |
| second extended filing month,
less the annual franchise tax | 22 |
| theretofore paid at the time of filing the
statement of | 23 |
| election, but in no event shall the amount of the annual | 24 |
| franchise
tax be less than $2.08333 per month assessed on a | 25 |
| minimum of $25 per annum or
more than $166,666.666666 per | 26 |
| month.
|
|
|
|
SB1389 |
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LRB096 08630 KTG 18753 b |
|
| 1 |
| (d) The initial franchise tax payable after January 1, | 2 |
| 1983, but prior
to
January 1, 1991, by each domestic | 3 |
| corporation shall be computed at the rate
of 1/10 of 1% for the | 4 |
| 12 months' period commencing on the first day of the
| 5 |
| anniversary month in which the articles of incorporation are | 6 |
| filed by certificate of incorporation is issued to
the | 7 |
| corporation under Section 2.10 of this Act, but in no event | 8 |
| shall
the franchise tax be less than $25 nor more than | 9 |
| $1,000,000 per annum.
The initial franchise tax payable on or | 10 |
| after January 1, 1991, but prior to
January 1, 2004, by each
| 11 |
| domestic corporation shall be computed at the rate of 15/100 of | 12 |
| 1% for the
12 month period commencing on the first day of the | 13 |
| anniversary month in
which the articles of incorporation are | 14 |
| filed in
accordance
with
Section 2.10 of this Act, but in no | 15 |
| event shall the initial franchise tax
be less than $25 nor more | 16 |
| than $1,000,000 per annum plus 1/20th of 1% of
the basis | 17 |
| therefor.
The initial franchise tax payable on or after January | 18 |
| 1, 2004, by each
domestic corporation shall be computed at the | 19 |
| rate of 15/100 of 1% for the
12-month period commencing on the | 20 |
| first day of the anniversary month in which
the
articles of | 21 |
| incorporation are filed in accordance with Section 2.10 of this
| 22 |
| Act,
but in no event shall the initial franchise tax be less | 23 |
| than $25 nor more than
$2,000,000 per annum plus 1/10th of 1% | 24 |
| of the basis therefor.
| 25 |
| (e) Each additional franchise tax payable by each domestic | 26 |
| corporation
for
the period beginning January 1, 1983 through |
|
|
|
SB1389 |
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LRB096 08630 KTG 18753 b |
|
| 1 |
| December 31, 1983 shall be
computed at the rate of 1/12 of 1/10 | 2 |
| of 1% for each calendar month or fraction
thereof, between the | 3 |
| date of each respective increase in its paid-in capital
and its | 4 |
| anniversary month in 1984; thereafter until the last day of the
| 5 |
| month that is both after December 31, 1990 and the
third month | 6 |
| immediately preceding the anniversary month in 1991, each
| 7 |
| additional franchise tax payable by each domestic corporation | 8 |
| shall be
computed at the rate of 1/12 of 1/10 of 1% for each | 9 |
| calendar month, or
fraction thereof, between the date of each | 10 |
| respective increase in
its paid-in capital and its next | 11 |
| anniversary month; however, if the increase
occurs within the 2 | 12 |
| month period immediately preceding the anniversary month,
the | 13 |
| tax shall be computed to the anniversary month of the next | 14 |
| succeeding
calendar year. Commencing with increases in paid-in | 15 |
| capital that occur
subsequent to both December 31, 1990 and the | 16 |
| last day of the third
month immediately preceding the | 17 |
| anniversary month in 1991, the additional
franchise tax payable | 18 |
| by a domestic corporation shall be computed at the
rate of | 19 |
| 15/100 of 1%.
| 20 |
| (Source: P.A. 93-32, eff. 12-1-03.)
| 21 |
| (805 ILCS 5/15.90) (from Ch. 32, par. 15.90)
| 22 |
| Sec. 15.90. Statute of limitations.
| 23 |
| (a) Except as otherwise provided
in this Section and | 24 |
| notwithstanding anything to the contrary contained in
any other | 25 |
| Section of this Act, no domestic corporation or foreign
|
|
|
|
SB1389 |
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LRB096 08630 KTG 18753 b |
|
| 1 |
| corporation shall be obligated to pay any annual franchise tax, | 2 |
| fee,
or penalty or interest thereon imposed under this Act, nor | 3 |
| shall any
administrative or judicial sanction
(including | 4 |
| dissolution) be imposed or enforced nor access to the courts of
| 5 |
| this State be denied based upon nonpayment thereof more than 7 | 6 |
| years
after the date of filing the annual report with respect | 7 |
| to the period
during which the obligation for the tax, fee, | 8 |
| penalty or
interest arose, unless (1) within that 7 year period | 9 |
| the Secretary of State
sends a written notice to the | 10 |
| corporation to the effect that (A)
administrative or judicial | 11 |
| action to dissolve the corporation or revoke its
certificate of | 12 |
| authority for nonpayment of a tax, fee, penalty or interest
has | 13 |
| been commenced; or (B) the corporation has submitted a report
| 14 |
| but has
failed to pay a tax, fee, penalty or interest required | 15 |
| to be paid
therewith; or (C) a report with respect to an event | 16 |
| or action giving rise
to an obligation to pay a tax, fee, | 17 |
| penalty or interest is required but has
not been filed, or has | 18 |
| been filed and is in error or incomplete; or (2)
the annual | 19 |
| report by the corporation was filed with fraudulent
intent to | 20 |
| evade taxes payable under this Act. A corporation
nonetheless | 21 |
| shall be required to pay all taxes
that would have been payable | 22 |
| during the most recent 7 year period due to a
previously | 23 |
| unreported increase in paid-in capital that occurred prior to
| 24 |
| that 7 year period and interest and penalties thereon for that | 25 |
| period, except that, from February 1, 2008 through March 15, | 26 |
| 2008, with respect to any corporation that participates in the |
|
|
|
SB1389 |
- 22 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| Franchise Tax and License Fee Amnesty Act of 2007, the | 2 |
| corporation shall be only required to pay all taxes that would | 3 |
| have been payable during the most recent 4 year period due to a | 4 |
| previously unreported increase in paid-in capital that | 5 |
| occurred prior to that 7 year period.
| 6 |
| (b) If within 2 years following a change in control of a | 7 |
| corporation the
corporation voluntarily pays in good faith all | 8 |
| known obligations of
the corporation imposed by this Article 15 | 9 |
| with respect to reports that
were required to have been filed | 10 |
| since the beginning of the 7 year period
ending on the | 11 |
| effective date of the change in control, no action shall be
| 12 |
| taken to enforce or collect obligations of that corporation | 13 |
| imposed by this
Article 15 with respect to reports that were | 14 |
| required to have been filed
prior to that 7 year period | 15 |
| regardless of whether the limitation period set
forth in | 16 |
| subsection (a) is otherwise applicable. For purposes of this
| 17 |
| subsection (b), a change in control means a transaction, or a | 18 |
| series of
transactions consummated within a period of 180 | 19 |
| consecutive days, as a
result of which a person which owned | 20 |
| less than 10% of the shares having the
power to elect directors | 21 |
| of the corporation acquires shares such that the
person becomes | 22 |
| the holder of 80% or more of the shares having such power.
For | 23 |
| purposes of this subsection (b) a person means any natural | 24 |
| person,
corporation, partnership, trust or other entity | 25 |
| together with all other
persons controlled by, controlling or | 26 |
| under common control with such person.
|
|
|
|
SB1389 |
- 23 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| (c) Except as otherwise provided in this Section and | 2 |
| notwithstanding
anything to the contrary contained in any other | 3 |
| Section of this Act, no foreign
corporation that has not | 4 |
| previously obtained a certificate of authority under
this Act | 5 |
| shall, upon voluntary application for a certificate of | 6 |
| authority filed
with the Secretary of State prior to January 1, | 7 |
| 2001, be obligated to pay any
tax, fee, penalty, or interest | 8 |
| imposed under this Act, nor shall any
administrative or | 9 |
| judicial sanction be imposed or enforced based upon
nonpayment | 10 |
| thereof with respect to a period during which the obligation | 11 |
| arose
that is prior to January 1, 1993 unless (1) prior to | 12 |
| receipt of the application
for a certificate of authority the | 13 |
| Secretary of State had sent written notice
to
the corporation | 14 |
| regarding its failure to obtain an application for a | 15 |
| certificate of authority, (2)
the corporation had submitted an | 16 |
| application for a certificate of authority
previously but had | 17 |
| failed to pay any tax, fee, penalty or interest to be paid
| 18 |
| therewith, or (3) the application for a certificate of | 19 |
| authority was submitted
by
the corporation with fraudulent | 20 |
| intent to evade taxes payable under this Act.
A
corporation | 21 |
| nonetheless shall be required to pay all taxes and fees due | 22 |
| under
this Act that would have been payable since January 1, | 23 |
| 1993 as a result of
commencing the transaction of its business | 24 |
| in this State and interest thereon
for that period.
| 25 |
| (Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08.)
|
|
|
|
SB1389 |
- 24 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| Section 25. The General Not For Profit Corporation Act of | 2 |
| 1986 is amended by changing Sections 101.70, 104.05, 104.20, | 3 |
| 112.50, 113.20, 113.55, and 113.70 as follows:
| 4 |
| (805 ILCS 105/101.70) (from Ch. 32, par. 101.70)
| 5 |
| Sec. 101.70. Application of Act. (a) Except as
otherwise | 6 |
| provided in this Act, the
provisions of this Act relating to | 7 |
| domestic corporations
shall apply to:
| 8 |
| (1) All corporations organized hereunder;
| 9 |
| (2) All corporations heretofore organized under the
| 10 |
| "General Not for Profit Corporation Act", approved July 17, | 11 |
| 1943,
as amended;
| 12 |
| (3) All not-for-profit corporations heretofore
organized | 13 |
| under Sections 29 to 34, inclusive, of an Act
entitled "An Act | 14 |
| Concerning Corporations" approved April 18,
1872, in force July | 15 |
| 1, 1872, as amended;
| 16 |
| (4) Each not-for-profit corporation, without shares or
| 17 |
| capital stock, heretofore organized under any general law or
| 18 |
| created by Special Act of the Legislature of this State for
a | 19 |
| purpose or purposes for which a corporation may be
organized | 20 |
| under this Act, but not otherwise entitled to the
rights, | 21 |
| privileges, immunities and franchises provided by
this Act, | 22 |
| which shall elect to accept this Act as
hereinafter provided; | 23 |
| and
| 24 |
| (5) Each corporation having shares or capital stock,
| 25 |
| heretofore organized under any general law or created by
|
|
|
|
SB1389 |
- 25 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| Special Act of the Legislature of this State prior to the
| 2 |
| adoption of the Constitution of 1870, for a purpose or
purposes | 3 |
| for which a corporation may be organized under this
Act, which | 4 |
| shall elect to accept this Act as hereinafter
provided.
| 5 |
| (b) Except as otherwise provided by this Act,
the | 6 |
| provisions of this Act relating to foreign
corporations shall | 7 |
| apply to:
| 8 |
| (1) All foreign corporations which procure a
certificate of | 9 |
| authority hereunder to conduct affairs in
this State;
| 10 |
| (2) All foreign corporations heretofore having a
| 11 |
| certificate of authority to conduct affairs in this State
under | 12 |
| the "General Not for Profit Corporation Act",
approved July 17, | 13 |
| 1943, as amended; and
| 14 |
| (3) All foreign not-for-profit corporations conducting
| 15 |
| affairs in this State for a purpose or purposes for which a
| 16 |
| corporation might be organized under this Act.
| 17 |
| (c) The provisions of subsection (b) of Section 110.05 of
| 18 |
| this Act relating to revival of the articles of
incorporation | 19 |
| and extension of the period of corporate
duration of a domestic | 20 |
| corporation shall apply to all
corporations organized under the | 21 |
| "General Not for Profit
Corporation Act", approved July 17, | 22 |
| 1943, as amended, and
whose period of duration has expired.
| 23 |
| (d) The provisions of Section 112.45 of this Act relating
| 24 |
| to reinstatement following administrative dissolution of a
| 25 |
| domestic corporation shall apply to all corporations
| 26 |
| involuntarily dissolved after June 30, 1974, by the
Secretary |
|
|
|
SB1389 |
- 26 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| of State, pursuant to Section 50a of the "General
Not for | 2 |
| Profit Corporation Act", approved July 17, 1943,
as amended.
| 3 |
| (e) The provisions of Section 113.60 of this Act relating
| 4 |
| to reinstatement following revocation of the certificate of
| 5 |
| authority of a foreign corporation shall apply to all
foreign | 6 |
| corporations which had their certificates of
authority revoked | 7 |
| by the Secretary of State pursuant to
Section 84 or Section 84a | 8 |
| of the "General Not for Profit
Corporation Act", approved July | 9 |
| 17, 1943, as amended.
| 10 |
| (Source: P.A. 84-1423.)
| 11 |
| (805 ILCS 105/104.05) (from Ch. 32, par. 104.05)
| 12 |
| Sec. 104.05. Corporate name of domestic or foreign
| 13 |
| corporation. | 14 |
| (a) The corporate name of a domestic
corporation or of a | 15 |
| foreign corporation organized, existing
or subject to the | 16 |
| provisions of this Act:
| 17 |
| (1) May contain, separate and apart from any other
word | 18 |
| or abbreviation in such name, the word "corporation,"
| 19 |
| "company," "incorporated," or "limited," or an | 20 |
| abbreviation
of one of such words;
| 21 |
| (2) Must end with the letters "NFP" if the corporate | 22 |
| name contains
any word or phrase which indicates or implies | 23 |
| that the corporation is organized
for any purpose other | 24 |
| than a purpose for which corporations may be organized
| 25 |
| under this Act or a purpose other than a purpose set forth |
|
|
|
SB1389 |
- 27 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| in the corporation's
articles of incorporation;
| 2 |
| (3) Shall be distinguishable upon the records in the
| 3 |
| the office of the Secretary of State from the name or | 4 |
| assumed name of any domestic corporation or limited | 5 |
| liability company
organized under the Limited Liability | 6 |
| Company Act, whether
for profit or not for profit, existing | 7 |
| under any Act of this
State or the name or assumed name of | 8 |
| any foreign corporation or foreign
limited liability | 9 |
| company registered under the Limited Liability Company | 10 |
| Act,
whether for profit or
not for profit, authorized to | 11 |
| transact business or conduct
affairs in this State, or a | 12 |
| name the exclusive right to
which is, at the time, reserved | 13 |
| or registered in the manner
provided in this Act or Section | 14 |
| 1-15 of the Limited Liability Company Act,
except that, | 15 |
| subject to the discretion
of the
Secretary of State, a | 16 |
| foreign corporation that has a
name prohibited by this | 17 |
| paragraph may be granted issued a
certificate of authority | 18 |
| to conduct its affairs in this
State, if the foreign | 19 |
| corporation:
| 20 |
| (i) Elects to adopt an assumed corporation name
or | 21 |
| names in accordance with Section 104.15 of this Act; | 22 |
| and
| 23 |
| (ii) Agrees in its application for a certificate
of | 24 |
| authority to conduct affairs in this State only under
| 25 |
| such assumed corporate name or names;
| 26 |
| (4) Shall not contain a word or phrase, or an
|
|
|
|
SB1389 |
- 28 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| abbreviation or derivation thereof, the use of which is
| 2 |
| prohibited or restricted by any other statute of this State
| 3 |
| unless such restriction has been complied with;
| 4 |
| (5) Shall consist of letters of the English alphabet,
| 5 |
| Arabic or Roman numerals, or symbols capable of being
| 6 |
| readily reproduced by the office of the Secretary of State;
| 7 |
| (6) Shall not contain the words "regular democrat,"
| 8 |
| "regular democratic," "regular republican," "democrat,"
| 9 |
| "democratic," or "republican," nor the name of any other
| 10 |
| established political party, unless consent to usage of | 11 |
| such
words or name is given to the corporation by the State | 12 |
| central committee
of such established
political party; | 13 |
| notwithstanding any other provisions of this Act, any
| 14 |
| corporation, whose name at the time this amendatory
Act | 15 |
| takes effect contains any of the words listed in this | 16 |
| paragraph shall
certify to the Secretary of State no later | 17 |
| than January 1, 1989, that
consent has been given by the | 18 |
| State central committee; consent given to a
corporation by | 19 |
| the State central committee to use the above listed words
| 20 |
| may be revoked upon notification to the corporation and the | 21 |
| Secretary of State;
and
| 22 |
| (7) Shall be the name under which the corporation
shall | 23 |
| conduct affairs in this State unless the corporation
shall | 24 |
| also elect to adopt an assumed corporate name or names
as | 25 |
| provided in this Act; provided, however, that the
| 26 |
| corporation may use any divisional designation or trade |
|
|
|
SB1389 |
- 29 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| name
without complying with the requirements of this Act,
| 2 |
| provided the corporation also clearly discloses its
| 3 |
| corporate name.
| 4 |
| (b) The Secretary of State shall determine whether a name
| 5 |
| is "distinguishable" from another name for purposes of this
| 6 |
| Act. Without excluding other names which may not constitute
| 7 |
| distinguishable names in this State, a name is not
considered | 8 |
| distinguishable, for purposes of this Act, solely
because it | 9 |
| contains one or more of the following:
| 10 |
| (1) The word "corporation," "company," "incorporated,"
| 11 |
| or "limited" or an abbreviation of one of such words;
| 12 |
| (2) Articles, conjunctions, contractions,
| 13 |
| abbreviations, different tenses or number of the same word.
| 14 |
| (c) Nothing in this Section or Sections 104.15 or 104.20 of
| 15 |
| this Act shall:
| 16 |
| (1) Require any domestic corporation existing or any
| 17 |
| foreign corporation having a certificate of authority to | 18 |
| conduct affairs on the
effective date of this Act, to | 19 |
| modify or otherwise change
its corporate name or assumed | 20 |
| corporate name, if any; or
| 21 |
| (2) Abrogate or limit the common law or statutory law
| 22 |
| of unfair competition or unfair trade practices, nor
| 23 |
| derogate from the common law or principles of equity or the
| 24 |
| statutes of this State or of the United States with respect
| 25 |
| to the right to acquire and protect copyrights, trade | 26 |
| names,
trade marks, service names, service marks, or any |
|
|
|
SB1389 |
- 30 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| other
right to the exclusive use of name or symbols.
| 2 |
| (Source: P.A. 92-33, eff. 7-1-01; revised 10-28-08.)
| 3 |
| (805 ILCS 105/104.20) (from Ch. 32, par. 104.20)
| 4 |
| Sec. 104.20.
Change and cancellation of assumed
corporate | 5 |
| name. (a) Any domestic or foreign corporation may, pursuant to
| 6 |
| resolution by its board of directors, change or cancel any
or | 7 |
| all of its assumed corporate names by executing and
filing, in | 8 |
| accordance with Section 101.10 of this Act, an
application | 9 |
| setting forth:
| 10 |
| (1) The true corporate name;
| 11 |
| (2) The state or country under the laws of which it is
| 12 |
| organized;
| 13 |
| (3) That it intends to cease conducting affairs under
an | 14 |
| assumed corporate name by changing or canceling it;
| 15 |
| (4) The assumed corporate name to be changed from or
| 16 |
| cancelled;
| 17 |
| (5) If the assumed corporate name is to be changed,
the | 18 |
| assumed corporate name which the corporation proposes to
use.
| 19 |
| (b) Upon the filing of an application to change an assumed
| 20 |
| corporate name, the corporation shall have the right to use
| 21 |
| such assumed corporate name for the period authorized by
| 22 |
| subsection (d) of Section 104.15 of this Act.
| 23 |
| (c) The right to use an assumed corporate name shall be
| 24 |
| cancelled by the Secretary of State:
| 25 |
| (1) If the corporation fails to renew an assumed
corporate |
|
|
|
SB1389 |
- 31 - |
LRB096 08630 KTG 18753 b |
|
| 1 |
| name;
| 2 |
| (2) If the corporation has filed an application to
change | 3 |
| or cancel an assumed corporate name;
| 4 |
| (3) If a domestic corporation has been dissolved;
| 5 |
| (4) If a foreign corporation has had its certificate
of | 6 |
| authority to conduct affairs in this State revoked.
| 7 |
| (Source: P.A. 85-1269.)
| 8 |
| (805 ILCS 105/112.50) (from Ch. 32, par. 112.50)
| 9 |
| Sec. 112.50. Grounds for judicial dissolution. A
Circuit | 10 |
| Court may dissolve a corporation:
| 11 |
| (a) In an action by the Attorney General, if it is
| 12 |
| established that:
| 13 |
| (1) The corporation filed its articles obtained its | 14 |
| certificate of
incorporation through fraud; or
| 15 |
| (2) The corporation has continued to exceed or abuse
the | 16 |
| authority conferred upon it by law, or has continued to
violate | 17 |
| the law, after notice of the same has been given to
such | 18 |
| corporation, either personally or by registered mail;
or
| 19 |
| (3) Any interrogatory propounded by the Secretary of
State | 20 |
| to the corporation, its officers or directors, as
provided in | 21 |
| this Act, has been answered falsely or has not
been answered | 22 |
| fully within 30 days after the mailing of such
interrogatories | 23 |
| by the Secretary of State or within such
extension of time as | 24 |
| shall have been authorized by the
Secretary of State;
| 25 |
| (4) The corporation has solicited money and failed to
use |
|
|
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| the money for the purpose which it was solicited, or has
| 2 |
| fraudulently solicited money or fraudulently used the money
| 3 |
| solicited; or
| 4 |
| (5) The corporation has substantially and willfully
| 5 |
| violated the provisions of the Consumer Fraud and Deceptive
| 6 |
| Business Practices Act.
| 7 |
| (b) In an action by a member entitled to vote, or a
| 8 |
| director, if it is established that:
| 9 |
| (1) The directors are deadlocked, whether because of
even | 10 |
| division in the number thereof or because of greater
than | 11 |
| majority voting requirements in the articles of
incorporation | 12 |
| or the bylaws, in the management of the
corporate affairs; the | 13 |
| members are unable to break the
deadlock; and irreparable | 14 |
| injury to the corporation is
thereby caused or threatened;
| 15 |
| (2) The directors or those in control of the
corporation | 16 |
| have acted, are acting, or will act in a manner
that is | 17 |
| illegal, oppressive or fraudulent;
| 18 |
| (3) The corporate assets are being misapplied or
wasted; or
| 19 |
| (4) The corporation is unable to carry out its
purposes.
| 20 |
| (c) In an action by a creditor, if it is established that:
| 21 |
| (1) The creditor's claim has been reduced to judgment,
the | 22 |
| judgment has been returned unsatisfied, and the
corporation is | 23 |
| insolvent; or
| 24 |
| (2) The corporation has admitted in writing that the
| 25 |
| creditor's claim is due and owing, and the corporation is
| 26 |
| insolvent.
|
|
|
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| (d) In an action by the corporation to dissolve under court
| 2 |
| supervision, if it is established that the corporation is
| 3 |
| unable to carry out its purposes.
| 4 |
| (Source: P.A. 84-1423.)
| 5 |
| (805 ILCS 105/113.20) (from Ch. 32, par. 113.20)
| 6 |
| Sec. 113.20. Effect of certificate of authority. Upon
the | 7 |
| filing of the application for
authority by the Secretary
of | 8 |
| State, the corporation shall have the right to conduct
affairs | 9 |
| in this State for those purposes set forth in its
application, | 10 |
| subject, however, to the right of this State to
revoke such | 11 |
| right to conduct affairs in this State as
provided in this Act.
| 12 |
| (Source: P.A. 92-33, eff. 7-1-01.)
| 13 |
| (805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
| 14 |
| Sec. 113.55.
Procedure for revocation of certificate of
| 15 |
| authority.
| 16 |
| (a) After the Secretary of State determines
that one or | 17 |
| more grounds exist under Section 113.50 of this
Act for the | 18 |
| revocation of authority of a
foreign corporation, he or she | 19 |
| shall send by regular mail to
each delinquent corporation a | 20 |
| Notice of Delinquency to its
registered office, or, if the | 21 |
| corporation has failed to
maintain a registered office, then to | 22 |
| the president or other
principal officer at the last known | 23 |
| office of said officer.
| 24 |
| (b) If the corporation does not correct the default within
|
|
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| 90 days following such notice, the Secretary of State shall
| 2 |
| thereupon revoke the authority of the
corporation by issuing a | 3 |
| certificate of revocation that
recites the grounds for | 4 |
| revocation and its effective date.
The Secretary of State shall | 5 |
| file the original of the
certificate in his or her office, mail | 6 |
| one copy to the
corporation at its registered office
or, if the | 7 |
| corporation has failed to maintain a registered office, then to
| 8 |
| the president or
other principal officer at the last known | 9 |
| office of said officer,
and file one copy for record in the
| 10 |
| office of the Recorder of the county in which the registered | 11 |
| office of the
corporation in this State is situated, to be | 12 |
| recorded by such Recorder.
The Recorder shall submit for | 13 |
| payment, on a quarterly basis, to the Secretary
of State
the | 14 |
| amount of filing fees incurred.
| 15 |
| (c) Upon the issuance of the certificate of revocation, the
| 16 |
| authority of the corporation to conduct affairs in this
State | 17 |
| shall cease and such revoked corporation shall not
thereafter | 18 |
| conduct any affairs in this State.
| 19 |
| (Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
| 20 |
| (805 ILCS 105/113.70) (from Ch. 32, par. 113.70)
| 21 |
| Sec. 113.70.
Conducting affairs without
authority. No | 22 |
| foreign corporation conducting affairs in
this state without | 23 |
| authority to do so is permitted
to maintain a civil action in | 24 |
| any court of this State, until
such corporation obtains such | 25 |
| authority. Nor
shall a civil action be maintained in any court |
|
|
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| of this
State by any successor or assignee of such corporation | 2 |
| on
any right, claim or demand arising out of conducting affairs
| 3 |
| by such corporation in this State, until
authority to conduct | 4 |
| affairs in this State is obtained by such corporation
or by a
| 5 |
| corporation which has acquired all or substantially all of
its | 6 |
| assets. The failure of a foreign corporation to obtain
a | 7 |
| certificate of authority to conduct affairs in this State
does | 8 |
| not impair the validity of any contract or act of such
| 9 |
| corporation, and does not prevent such corporation from
| 10 |
| defending any action in any court of this State.
| 11 |
| (Source: P.A. 92-33, eff. 7-1-01.)
| 12 |
| Section 30. The Co-operative Act is amended by changing | 13 |
| Section 4 as follows:
| 14 |
| (805 ILCS 310/4) (from Ch. 32, par. 308)
| 15 |
| Sec. 4.
Duplicate originals of the articles of | 16 |
| incorporation shall be
delivered to the Secretary of State. If | 17 |
| the Secretary of State finds that
the articles of incorporation | 18 |
| conform to law, he shall, when all franchise
taxes, fees, and | 19 |
| charges have been paid: (a) Endorse on each of such
duplicate | 20 |
| originals the word "Filed," and the month, day, and year of the
| 21 |
| filing thereof; (b) file one of such duplicate originals in his | 22 |
| office; (c) return a true copy of the articles of incorporation | 23 |
| to the incorporators or their representative, who shall within | 24 |
| 15 days file such document
issue a certificate of incorporation |
|
|
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| to which he shall affix the other
duplicate original. The | 2 |
| certificate of incorporation, together with the
duplicate | 3 |
| original of the articles of incorporation affixed thereto by | 4 |
| the
Secretary of State, shall be returned to the incorporators | 5 |
| or their
representative and within 15 days from the date | 6 |
| thereof shall be filed
for record in the office of the recorder | 7 |
| of the county in which
the registered office of the corporation | 8 |
| in this State is situated. Upon
the filing of the articles | 9 |
| issuance of the certificate of incorporation by the Secretary | 10 |
| of State,
the corporate existence shall begin, and such | 11 |
| articles certificate of incorporation
shall be conclusive | 12 |
| evidence, except as against the State, that all
conditions | 13 |
| precedent required to be performed by the incorporators have
| 14 |
| been complied with and that the corporation has been | 15 |
| incorporated under
this Act.
| 16 |
| (Source: P.A. 83-358.)
| 17 |
| Section 35. The Cemetery Association Act is amended by | 18 |
| changing Sections 2 and 3 as follows:
| 19 |
| (805 ILCS 320/2) (from Ch. 21, par. 36)
| 20 |
| Sec. 2.
Whenever six (6) or more persons shall present to | 21 |
| the Secretary of
State a petition setting forth that they | 22 |
| desire to organize a Cemetery
Association under this act, to be | 23 |
| located in (here insert the county) and
that said Cemetery | 24 |
| Association shall be known by the name and style of
(here |
|
|
|
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| insert the name of the association), that the Secretary of | 2 |
| State
shall issue to such persons and their successors in | 3 |
| trust, articles a certificate of
organization, which said | 4 |
| articles certificate of organization shall be in perpetuity
and | 5 |
| in trust for the use and benefit of all persons who may acquire | 6 |
| burial
lots in said cemetery.
| 7 |
| (Source: Laws 1903, p. 90.)
| 8 |
| (805 ILCS 320/3) (from Ch. 21, par. 37)
| 9 |
| Sec. 3.
| 10 |
| The persons so receiving the articles certificate of | 11 |
| organization shall cause the
same to be recorded in the | 12 |
| recorder's office of the county in which the
cemetery is | 13 |
| situated, and when so recorded, the association shall be deemed
| 14 |
| fully organized as a body corporate under the name adopted, and | 15 |
| in its
corporate name may sue and be sued. Whenever two-thirds | 16 |
| of the trustees
shall approve a resolution to change the name | 17 |
| of a cemetery association, a
copy of such resolution and | 18 |
| approval thereof duly certified by the
President and Secretary | 19 |
| of the association shall be filed in the office of
the State | 20 |
| Comptroller, and upon approval thereof shall be filed in the
| 21 |
| office of the Secretary of State. Whenever two-thirds of the | 22 |
| trustees of a
cemetery association approve a resolution to | 23 |
| dissolve such corporation a
copy of such resolution and | 24 |
| approval of the trustees duly certified by the
President and | 25 |
| Secretary shall be submitted to the Comptroller, and if
|
|
|
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| approved by him a copy of such resolution and approval of the | 2 |
| Comptroller
shall be duly filed by him in the office of the | 3 |
| Secretary of State. Where
the association has "care funds" | 4 |
| within the meaning of the "Cemetery Care
Act", approved July | 5 |
| 21, 1947, as amended, the Comptroller shall not approve
the | 6 |
| dissolution of any Cemetery Association unless proper | 7 |
| disposition has
been made of such care funds, as provided by | 8 |
| law, and in accordance with
the Cemetery Care Act. Upon the | 9 |
| filing of the resolution of either change
of name or | 10 |
| dissolution of such cemetery association in the office of the
| 11 |
| Secretary of State such change of name or dissolution of such | 12 |
| cemetery
association shall be complete. The Comptroller shall | 13 |
| so notify the trustees
of such cemetery association. Thereupon | 14 |
| the trustees shall cause a copy of
such resolution of either | 15 |
| change of name or dissolution to be recorded in
the recorder's | 16 |
| office of the county where the cemetery is situated.
| 17 |
| (Source: P.A. 78-592.)
| 18 |
| Section 99. Effective date. This Act takes effect January | 19 |
| 1, 2010.
|
|
|
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|
INDEX
| 2 |
|
Statutes amended in order of appearance
|
| 3 |
| 75 ILCS 60/3 |
from Ch. 81, par. 34 |
| 4 |
| 75 ILCS 60/3.1 |
from Ch. 81, par. 34.1 |
| 5 |
| 75 ILCS 60/4 |
from Ch. 81, par. 35 |
| 6 |
| 310 ILCS 5/13 |
from Ch. 67 1/2, par. 163 |
| 7 |
| 310 ILCS 5/15 |
from Ch. 67 1/2, par. 165 |
| 8 |
| 310 ILCS 5/16 |
from Ch. 67 1/2, par. 166 |
| 9 |
| 315 ILCS 20/8 |
from Ch. 67 1/2, par. 258 |
| 10 |
| 315 ILCS 20/9 |
from Ch. 67 1/2, par. 259 |
| 11 |
| 805 ILCS 5/4.10 |
from Ch. 32, par. 4.10 |
| 12 |
| 805 ILCS 5/4.20 |
from Ch. 32, par. 4.20 |
| 13 |
| 805 ILCS 5/11.37 |
from Ch. 32, par. 11.37 |
| 14 |
| 805 ILCS 5/12.50 |
from Ch. 32, par. 12.50 |
| 15 |
| 805 ILCS 5/15.45 |
from Ch. 32, par. 15.45 |
| 16 |
| 805 ILCS 5/15.90 |
from Ch. 32, par. 15.90 |
| 17 |
| 805 ILCS 105/101.70 |
from Ch. 32, par. 101.70 |
| 18 |
| 805 ILCS 105/104.05 |
from Ch. 32, par. 104.05 |
| 19 |
| 805 ILCS 105/104.20 |
from Ch. 32, par. 104.20 |
| 20 |
| 805 ILCS 105/112.50 |
from Ch. 32, par. 112.50 |
| 21 |
| 805 ILCS 105/113.20 |
from Ch. 32, par. 113.20 |
| 22 |
| 805 ILCS 105/113.55 |
from Ch. 32, par. 113.55 |
| 23 |
| 805 ILCS 105/113.70 |
from Ch. 32, par. 113.70 |
| 24 |
| 805 ILCS 310/4 |
from Ch. 32, par. 308 |
| 25 |
| 805 ILCS 320/2 |
from Ch. 21, par. 36 |
|
|
|
|
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| 805 ILCS 320/3 |
from Ch. 21, par. 37 |
| |
|