[ Search ] [ PDF text ] [ Legislation ]
[ Home ] [ Back ] [ Bottom ]
| [ Engrossed ] | [ Enrolled ] | [ House Amendment 001 ] |
| [ House Amendment 002 ] | [ Senate Amendment 001 ] |
92_SB0725
LRB9206483REdvA
1 AN ACT concerning business organizations.
2 Be it enacted by the People of the State of Illinois,
3 represented in the General Assembly:
4 Section 5. The Business Corporation Act of 1983 is
5 amended by changing Sections 1.10, 1.80, 2.10, 2.15, 2.20,
6 4.05, 5.05, 5.10, 5.20, 5.25, 5.30, 8.75, 9.20, 10.30, 10.35,
7 11.25, 11.30, 11.39, 11.40, 11.45, 12.20, 12.25, 12.35,
8 12.45, 12.80, 13.05, 13.10, 13.15, 13.20, 13.25, 13.30,
9 13.35, 13.40, 13.45, 13.50, 13.55, 13.60, 13.70, 14.05,
10 14.35, 15.10, 15.50, 15.55, 15.65, 15.70, 15.75, and 15.95 as
11 follows:
12 (805 ILCS 5/1.10) (from Ch. 32, par. 1.10)
13 Sec. 1.10. Forms, execution, acknowledgment and filing.
14 (a) All reports required by this Act to be filed in the
15 office of the Secretary of State shall be made on forms which
16 shall be prescribed and furnished by the Secretary of State.
17 Forms for all other documents to be filed in the office of
18 the Secretary of State shall be furnished by the Secretary of
19 State on request therefor, but the use thereof, unless
20 otherwise specifically prescribed in this Act, shall not be
21 mandatory.
22 (b) Whenever any provision of this Act specifically
23 requires any document to be executed by the corporation in
24 accordance with this Section, unless otherwise specifically
25 stated in this Act and subject to any additional provisions
26 of this Act, such document shall be executed, in ink, as
27 follows:
28 (1) The articles of incorporation, and any other
29 document to be filed before the election of the initial board
30 of directors if the initial directors were not named in the
31 articles of incorporation, shall be signed by the
-2- LRB9206483REdvA
1 incorporator or incorporators.
2 (2) All other documents shall be signed:
3 (i) By the president, a vice-president, the secretary,
4 an assistant secretary, the treasurer, or other officer duly
5 authorized by the board of directors of the corporation to
6 execute the document; or (i) By the president or a
7 vice-president and verified by him or her, and attested by
8 the secretary or an assistant secretary (or by such officers
9 as may be duly authorized to exercise the duties,
10 respectively, ordinarily exercised by the president or
11 vice-president and by the secretary or assistant secretary of
12 a corporation); or
13 (ii) If it shall appear from the document that there are
14 no such officers, then by a majority of the directors or by
15 such directors as may be designated by the board; or
16 (iii) If it shall appear from the document that there
17 are no such officers or directors, then by the holders of
18 record, or such of them as may be designated by the holders
19 of record of a majority of all outstanding shares; or
20 (iv) By the holders of all outstanding shares; or
21 (v) If the corporate assets are in the possession of a
22 receiver, trustee or other court appointed officer, then by
23 the fiduciary or the majority of them if there are more than
24 one.
25 (c) The name of a person signing the document and the
26 capacity in which he or she signs shall be stated beneath or
27 opposite his or her signature.
28 (d) Whenever any provision of this Act requires any
29 document to be verified, such requirement is satisfied by
30 either:
31 (1) The formal acknowledgment by the person or one of
32 the persons signing the instrument that it is his or her act
33 and deed or the act and deed of the corporation, as the case
34 may be, and that the facts stated therein are true. Such
-3- LRB9206483REdvA
1 acknowledgment shall be made before a person who is
2 authorized by the law of the place of execution to take
3 acknowledgments of deeds and who, if he or she has a seal of
4 office, shall affix it to the instrument.
5 (2) The signature, without more, of the person or
6 persons signing the instrument, in which case such signature
7 or signatures shall constitute the affirmation or
8 acknowledgment of the signatory, under penalties of perjury,
9 that the instrument is his or her act and deed or the act and
10 deed of the corporation, as the case may be, and that the
11 facts stated therein are true.
12 (e) Whenever any provision of this Act requires any
13 document to be filed with the Secretary of State or in
14 accordance with this Section, such requirement means that:
15 (1) The original signed document, and if in duplicate or
16 triplicate as provided by this Act, one or two true copy
17 copies, which may be signed, carbon or photocopy photo
18 copies, shall be delivered to the office of the Secretary of
19 State.
20 (2) All fees, taxes and charges authorized by law to be
21 collected by the Secretary of State in connection with the
22 filing of the document shall be tendered to the Secretary of
23 State.
24 (3) If the Secretary of State finds that the document
25 conforms to law, he or she shall, when all fees, taxes and
26 charges have been paid as in this Act prescribed:
27 (i) Endorse on the original and on the each true copy,
28 if any, the word "filed" and the month, day and year thereof;
29 (ii) File the original in his or her office;
30 (iii) (Blank) Where so provided by this Act, issue a
31 certificate or certificates, as the case may be, to which he
32 or she shall affix the true copy or true copies; or
33 (iv) If the filing is in duplicate, he or she shall
34 return one true copy, with a certificate, if any, affixed
-4- LRB9206483REdvA
1 thereto, to the corporation or its representative who shall
2 file such document for record in the office of the recorder
3 of the county in which the registered office of the
4 corporation is situated in this State within 15 days after
5 the mailing thereof by the Secretary of State, unless such
6 document cannot with reasonable diligence be filed within
7 such time, in which case it shall be filed as soon thereafter
8 as may be reasonably possible. , or
9 (v) If the filing is in triplicate, he or she shall
10 return one true copy, with a certificate, if any, affixed
11 thereto, to the corporation or its representative and file
12 the second true copy in the office of the recorder of the
13 county in which the registered office of the corporation is
14 situated in this State, to be recorded by such recorder.
15 (f) If another Section of this Act specifically
16 prescribes a manner of filing or executing a specified
17 document which differs from the corresponding provisions of
18 this Section, then the provisions of such other Section shall
19 govern.
20 (Source: P.A. 84-924.)
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
33 other than the United States and holding a certificate of
-5- LRB9206483REdvA
1 authority from the Commissioner of Banks and Real Estate
2 issued pursuant to the Foreign Banking Office Act, or a
3 banking corporation holding a license from the Commissioner
4 of Banks and Real Estate issued pursuant to the Foreign Bank
5 Representative Office Act.
6 (c) "Articles of incorporation" means the original
7 articles of incorporation, including the articles of
8 incorporation of a new corporation set forth in the articles
9 of consolidation, and all amendments thereto, whether
10 evidenced by articles of amendment, articles of merger,
11 articles of exchange, statement of correction affecting
12 articles, resolution establishing series of shares or a
13 statement of cancellation under Section 9.05. Restated
14 articles of incorporation shall supersede the original
15 articles of incorporation and all amendments thereto prior to
16 the effective date of filing the articles of amendment
17 incorporating the restated articles of incorporation.
18 (d) "Subscriber" means one who subscribes for shares in
19 a corporation, whether before or after incorporation.
20 (e) "Incorporator" means one of the signers of the
21 original articles of incorporation.
22 (f) "Shares" means the units into which the proprietary
23 interests in a corporation are divided.
24 (g) "Shareholder" means one who is a holder of record of
25 shares in a corporation.
26 (h) "Certificate" representing shares means a written
27 instrument executed by the proper corporate officers, as
28 required by Section 6.35 of this Act, evidencing the fact
29 that the person therein named is the holder of record of the
30 share or shares therein described. If the corporation is
31 authorized to issue uncertificated shares in accordance with
32 Section 6.35 of this Act, any reference in this Act to shares
33 represented by a certificate shall also refer to
34 uncertificated shares and any reference to a certificate
-6- LRB9206483REdvA
1 representing shares shall also refer to the written notice in
2 lieu of a certificate provided for in Section 6.35.
3 (i) "Authorized shares" means the aggregate number of
4 shares of all classes which the corporation is authorized to
5 issue.
6 (j) "Paid-in capital" means the sum of the cash and
7 other consideration received, less expenses, including
8 commissions, paid or incurred by the corporation, in
9 connection with the issuance of shares, plus any cash and
10 other consideration contributed to the corporation by or on
11 behalf of its shareholders, plus amounts added or transferred
12 to paid-in capital by action of the board of directors or
13 shareholders pursuant to a share dividend, share split, or
14 otherwise, minus reductions as provided elsewhere in this
15 Act. Irrespective of the manner of designation thereof by
16 the laws under which a foreign corporation is or may be
17 organized, paid-in capital of a foreign corporation shall be
18 determined on the same basis and in the same manner as
19 paid-in capital of a domestic corporation, for the purpose of
20 computing license fees, franchise taxes and other charges
21 imposed by this Act.
22 (k) "Net assets", for the purpose of determining the
23 right of a corporation to purchase its own shares and of
24 determining the right of a corporation to declare and pay
25 dividends and make other distributions to shareholders is
26 equal to the difference between the assets of the corporation
27 and the liabilities of the corporation.
28 (l) "Registered office" means that office maintained by
29 the corporation in this State, the address of which is on
30 file in the office of the Secretary of State, at which any
31 process, notice or demand required or permitted by law may be
32 served upon the registered agent of the corporation.
33 (m) "Insolvent" means that a corporation is unable to
34 pay its debts as they become due in the usual course of its
-7- LRB9206483REdvA
1 business.
2 (n) "Anniversary" means that day each year exactly one
3 or more years after:
4 (1) the date on the certificate of filing the
5 articles of incorporation prescribed by issued under
6 Section 2.10 of this Act, in the case of a domestic
7 corporation;
8 (2) the date on the certificate of filing the
9 application for authority prescribed by issued under
10 Section 13.15 of this Act, in the case of a foreign
11 corporation; or
12 (3) the date on the certificate of filing the
13 articles of consolidation prescribed by issued under
14 Section 11.25 of this Act in the case of a consolidation,
15 unless the plan of consolidation provides for a delayed
16 effective date, pursuant to Section 11.40.
17 (o) "Anniversary month" means the month in which the
18 anniversary of the corporation occurs.
19 (p) "Extended filing month" means the month (if any)
20 which shall have been established in lieu of the
21 corporation's anniversary month in accordance with Section
22 14.01.
23 (q) "Taxable year" means that 12 month period commencing
24 with the first day of the anniversary month of a corporation
25 through the last day of the month immediately preceding the
26 next occurrence of the anniversary month of the corporation,
27 except that in the case of a corporation that has established
28 an extended filing month "taxable year" means that 12 month
29 period commencing with the first day of the extended filing
30 month through the last day of the month immediately preceding
31 the next occurrence of the extended filing month.
32 (r) "Fiscal year" means the 12 month period with respect
33 to which a corporation ordinarily files its federal income
34 tax return.
-8- LRB9206483REdvA
1 (s) "Close corporation" means a corporation organized
2 under or electing to be subject to Article 2A of this Act,
3 the articles of incorporation of which contain the provisions
4 required by Section 2.10, and either the corporation's
5 articles of incorporation or an agreement entered into by all
6 of its shareholders provide that all of the issued shares of
7 each class shall be subject to one or more of the
8 restrictions on transfer set forth in Section 6.55 of this
9 Act.
10 (t) "Common shares" means shares which have no
11 preference over any other shares with respect to distribution
12 of assets on liquidation or with respect to payment of
13 dividends.
14 (u) "Delivered", for the purpose of determining if any
15 notice required by this Act is effective, means:
16 (1) transferred or presented to someone in person;
17 or
18 (2) deposited in the United States Mail addressed
19 to the person at his, her or its address as it appears on
20 the records of the corporation, with sufficient
21 first-class postage prepaid thereon.
22 (v) "Property" means gross assets including, without
23 limitation, all real, personal, tangible, and intangible
24 property.
25 (w) "Taxable period" means that 12-month period
26 commencing with the first day of the second month preceding
27 the corporation's anniversary month in the preceding year and
28 prior to the first day of the second month immediately
29 preceding its anniversary month in the current year, except
30 that, in the case of a corporation that has established an
31 extended filing month, "taxable period" means that 12-month
32 period ending with the last day of its fiscal year
33 immediately preceding the extended filing month. In the case
34 of a newly formed domestic corporation or a newly registered
-9- LRB9206483REdvA
1 foreign corporation that had not commenced transacting
2 business in this State prior to obtaining a certificate of
3 authority, "taxable period" means that period commencing with
4 the filing of the articles issuance of a certificate of
5 incorporation or, in the case of a foreign corporation, of
6 filing of the application for a certificate of authority, and
7 prior to the first day of the second month immediately
8 preceding its anniversary month in the next succeeding year.
9 (x) "Treasury shares" mean (1) shares of a corporation
10 that have been issued, have been subsequently acquired by and
11 belong to the corporation, and have not been cancelled or
12 restored to the status of authorized but unissued shares and
13 (2) shares (i) declared and paid as a share dividend on the
14 shares referred to in clause (1) or this clause (2), or (ii)
15 issued in a share split of the shares referred to in clause
16 (1) or this clause (2). Treasury shares shall be deemed to
17 be "issued" shares but not "outstanding" shares. Treasury
18 shares may not be voted, directly or indirectly, at any
19 meeting or otherwise. Shares converted into or exchanged for
20 other shares of the corporation shall not be deemed to be
21 treasury shares.
22 (Source: P.A. 89-508, eff. 7-3-96; 90-301, eff. 8-1-97;
23 90-421, eff. 1-1-98; 90-655, eff. 7-30-98.)
24 (805 ILCS 5/2.10) (from Ch. 32, par. 2.10)
25 Sec. 2.10. Articles of Incorporation. The articles of
26 incorporation shall be executed and filed in duplicate in
27 accordance with Section 1.10 of this Act.
28 (a) The articles of incorporation must set forth:
29 (1) a corporate name for the corporation that
30 satisfies the requirements of this Act;
31 (2) the purpose or purposes for which the
32 corporation is organized, which may be stated to be, or
33 to include, the transaction of any or all lawful
-10- LRB9206483REdvA
1 businesses for which corporations may be incorporated
2 under this Act;
3 (3) the address of the corporation's initial
4 registered office and the name of its initial registered
5 agent at that office;
6 (4) the name and address of each incorporator;
7 (5) the number of shares of each class the
8 corporation is authorized to issue;
9 (6) the number and class of shares which the
10 corporation proposes to issue without further report to
11 the Secretary of State, and the consideration to be
12 received, less expenses, including commissions, paid or
13 incurred in connection with the issuance of shares, by
14 the corporation therefor. If shares of more than one
15 class are to be issued, the consideration for shares of
16 each class shall be separately stated;
17 (7) if the shares are divided into classes, the
18 designation of each class and a statement of the
19 designations, preferences, qualifications, limitations,
20 restrictions, and special or relative rights with respect
21 to the shares of each class; and
22 (8) if the corporation may issue the shares of any
23 preferred or special class in series, then the
24 designation of each series and a statement of the
25 variations in the relative rights and preferences of the
26 different series, if the same are fixed in the articles
27 of incorporation, or a statement of the authority vested
28 in the board of directors to establish series and
29 determine the variations in the relative rights and
30 preferences of the different series.
31 (b) The articles of incorporation may set forth:
32 (1) the names and residential addresses of the
33 individuals who are to serve as the initial directors;
34 (2) provisions not inconsistent with law with
-11- LRB9206483REdvA
1 respect to:
2 (i) managing the business and regulating the
3 affairs of the corporation;
4 (ii) defining, limiting, and regulating the
5 rights, powers and duties of the corporation, its
6 officers, directors and shareholders;
7 (iii) authorizing and limiting the preemptive
8 right of a shareholder to acquire shares, whether
9 then or thereafter authorized;
10 (iv) an estimate, expressed in dollars, of the
11 value of all the property to be owned by the
12 corporation for the following year, wherever
13 located, and an estimate of the value of the
14 property to be located within this State during such
15 year, and an estimate, expressed in dollars, of the
16 gross amount of business which will be transacted by
17 it during such year and an estimate of the gross
18 amount thereof which will be transacted by it at or
19 from places of business in this State during such
20 year; or
21 (v) superseding any provision of this Act that
22 requires for approval of corporate action a
23 two-thirds vote of the shareholders by specifying
24 any smaller or larger vote requirement not less than
25 a majority of the outstanding shares entitled to
26 vote on the matter and not less than a majority of
27 the outstanding shares of each class of shares
28 entitled to vote as a class on the matter.
29 (3) a provision eliminating or limiting the
30 personal liability of a director to the corporation or
31 its shareholders for monetary damages for breach of
32 fiduciary duty as a director, provided that the provision
33 does not eliminate or limit the liability of a director
34 (i) for any breach of the director's duty of loyalty to
-12- LRB9206483REdvA
1 the corporation or its shareholders, (ii) for acts or
2 omissions not in good faith or that involve intentional
3 misconduct or a knowing violation of law, (iii) under
4 Section 8.65 of this Act, or (iv) for any transaction
5 from which the director derived an improper personal
6 benefit. No such provision shall eliminate or limit the
7 liability of a director for any act or omission occurring
8 before the date when the provision becomes effective.
9 (4) any provision that under this Act is required
10 or permitted to be set forth in the articles of
11 incorporation or by-laws.
12 (c) The articles of incorporation need not set forth any
13 of the corporate powers enumerated in this Act.
14 (d) The duration of a corporation is perpetual unless
15 otherwise specified in the articles of incorporation.
16 (e) If the data to which reference is made in
17 subparagraph (iv) of paragraph (2) of subsection (b) of this
18 Section is not included in the articles of incorporation, the
19 franchise tax provided for in this Act shall be computed on
20 the basis of the entire paid-in capital as set forth pursuant
21 to paragraph (6) of subsection (a) of this Section, until
22 such time as the data to which reference is made in
23 subparagraph (iv) of paragraph (2) of subsection (b) is
24 provided in accordance with either Section 14.05 or Section
25 14.25 of this Act.
26 When the provisions of this Section have been complied
27 with, the Secretary of State shall file the articles of
28 incorporation issue a certificate of incorporation.
29 (Source: P.A. 88-43; 88-151; 88-670, eff. 12-2-94.)
30 (805 ILCS 5/2.15) (from Ch. 32, par. 2.15)
31 Sec. 2.15. Effect of issuance of certificate of
32 incorporation. Upon the filing of the articles issuance of
33 the certificate of incorporation by the Secretary of State,
-13- LRB9206483REdvA
1 the corporate existence shall begin, and such filing
2 certificate of incorporation shall be conclusive evidence,
3 except as against the State, that all conditions precedent
4 required to be performed by the incorporators have been
5 complied with and that the corporation has been incorporated
6 under this Act.
7 (Source: P.A. 83-1025.)
8 (805 ILCS 5/2.20) (from Ch. 32, par. 2.20)
9 Sec. 2.20. Organization of Corporation. (a) If there
10 are no preincorporation subscribers and if initial directors
11 are not named in the articles of incorporation, a meeting of
12 the incorporators shall be held at the call of a majority of
13 the incorporators for the purpose of naming the initial
14 directors.
15 (b) If there are preincorporation subscribers and if
16 initial directors are not named in the articles of
17 incorporation, the first meeting of shareholders shall be
18 held after the filing issuance of the articles certificate of
19 incorporation at the call of a majority of the incorporators
20 for the purpose of:
21 (1) electing initial directors;
22 (2) adopting by-laws if the articles of incorporation so
23 require or the shareholders so determine;
24 (3) such other matters as shall be stated in the notice
25 of the meeting.
26 (4) In lieu of a meeting, shareholder action may be
27 taken by consent in writing pursuant to Section 7.10 of this
28 Act.
29 (c) The first meeting of the initial directors shall be
30 held at the call of the majority of them for the purpose of:
31 (1) adopting by-laws if the shareholders have not
32 adopted them;
33 (2) electing officers; and
-14- LRB9206483REdvA
1 (3) transacting such other business as may come before
2 the meeting.
3 (d) At least three days written notice of an
4 organizational meeting shall be given unless the persons
5 entitled to such notice waive the same in writing, either
6 before or after such meeting. An organizational meeting may
7 be held either within or without this State.
8 (Source: P.A. 83-1025.)
9 (805 ILCS 5/4.05) (from Ch. 32, par. 4.05)
10 Sec. 4.05. Corporate name of domestic or foreign
11 corporation.
12 (a) The corporate name of a domestic corporation or of a
13 foreign corporation organized, existing or subject to the
14 provisions of this Act:
15 (1) Shall contain, separate and apart from any
16 other word or abbreviation in such name, the word
17 "corporation", "company", "incorporated", or "limited",
18 or an abbreviation of one of such words, and if the name
19 of a foreign corporation does not contain, separate and
20 apart from any other word or abbreviation, one of such
21 words or abbreviations, the corporation shall add at the
22 end of its name, as a separate word or abbreviation, one
23 of such words or an abbreviation of one of such words.
24 (2) Shall not contain any word or phrase which
25 indicates or implies that the corporation (i) is
26 authorized or empowered to conduct the business of
27 insurance, assurance, indemnity, or the acceptance of
28 savings deposits; (ii) is authorized or empowered to
29 conduct the business of banking unless otherwise
30 permitted by the Commissioner of Banks and Real Estate
31 pursuant to Section 46 of the Illinois Banking Act; or
32 (iii) is authorized or empowered to be in the business of
33 a corporate fiduciary unless otherwise permitted by the
-15- LRB9206483REdvA
1 Commissioner of Banks and Real Estate under Section 1-9
2 of the Corporate Fiduciary Act. The word "trust",
3 "trustee", or "fiduciary" may be used by a corporation
4 only if it has first complied with Section 1-9 of the
5 Corporate Fiduciary Act. The word "bank", "banker" or
6 "banking" may only be used by a corporation if it has
7 first complied with Section 46 of the Illinois Banking
8 Act.
9 (3) Shall be distinguishable upon the records in
10 the office of the Secretary of State from the corporate
11 name or assumed corporate name of any domestic
12 corporation or limited liability company organized under
13 the Limited Liability Company Act, whether profit or not
14 for profit, existing under any Act of this State or of
15 the name or assumed name of any foreign corporation or
16 foreign limited liability company registered under the
17 Limited Liability Company Act, whether profit or not for
18 profit, authorized to transact business in this State, or
19 a name the exclusive right to which is, at the time,
20 reserved or registered in the manner provided in this Act
21 or Section 1-15 of the Limited Liability Company Act,
22 except that, subject to the discretion of the Secretary
23 of State, a foreign corporation that has a name
24 prohibited by this paragraph may be issued a certificate
25 of authority to transact business in this State, if the
26 foreign corporation:
27 (i) Elects to adopt an assumed corporate name
28 or names in accordance with Section 4.15 of this
29 Act; and
30 (ii) Agrees in its application for a
31 certificate of authority to transact business in
32 this State only under such assumed corporate name or
33 names.
34 (4) Shall contain the word "trust", if it be a
-16- LRB9206483REdvA
1 domestic corporation organized for the purpose of
2 accepting and executing trusts, shall contain the word
3 "pawners", if it be a domestic corporation organized as a
4 pawners' society, and shall contain the word
5 "cooperative", if it be a domestic corporation organized
6 as a cooperative association for pecuniary profit.
7 (5) Shall not contain a word or phrase, or an
8 abbreviation or derivation thereof, the use of which is
9 prohibited or restricted by any other statute of this
10 State unless such restriction has been complied with.
11 (6) Shall consist of letters of the English
12 alphabet, Arabic or Roman numerals, or symbols capable of
13 being readily reproduced by the office of the Secretary
14 of State.
15 (7) Shall be the name under which the corporation
16 shall transact business in this State unless the
17 corporation shall also elect to adopt an assumed
18 corporate name or names as provided in this Act;
19 provided, however, that the corporation may use any
20 divisional designation or trade name without complying
21 with the requirements of this Act, provided the
22 corporation also clearly discloses its corporate name.
23 (8) (Blank).
24 (b) The Secretary of State shall determine whether a
25 name is "distinguishable" from another name for purposes of
26 this Act. Without excluding other names which may not
27 constitute distinguishable names in this State, a name is not
28 considered distinguishable, for purposes of this Act, solely
29 because it contains one or more of the following:
30 (1) the word "corporation", "company",
31 "incorporated", or "limited", "limited liability" or an
32 abbreviation of one of such words;
33 (2) articles, conjunctions, contractions,
34 abbreviations, different tenses or number of the same
-17- LRB9206483REdvA
1 word;
2 (c) Nothing in this Section or Sections 4.15 or 4.20
3 shall:
4 (1) Require any domestic corporation existing or
5 any foreign corporation having a certificate of authority
6 on the effective date of this Act, to modify or otherwise
7 change its corporate name or assumed corporate name, if
8 any.
9 (2) Abrogate or limit the common law or statutory
10 law of unfair competition or unfair trade practices, nor
11 derogate from the common law or principles of equity or
12 the statutes of this State or of the United States with
13 respect to the right to acquire and protect copyrights,
14 trade names, trade marks, service names, service marks,
15 or any other right to the exclusive use of names or
16 symbols.
17 (Source: P.A. 89-508, eff. 7-3-96; 90-575, eff. 3-20-98.)
18 (805 ILCS 5/5.05) (from Ch. 32, par. 5.05)
19 Sec. 5.05. Registered office and registered agent. Each
20 domestic corporation and each foreign corporation having a
21 certificate of authority to transact business in this State
22 shall have and continuously maintain in this State:
23 (a) A registered office which may be, but need not be,
24 the same as its place of business in this State.
25 (b) A registered agent, which agent may be either an
26 individual, resident in this State, whose business office is
27 identical with such registered office, or a domestic
28 corporation or a foreign corporation authorized to transact
29 business in this State that is authorized by its articles of
30 incorporation to act as such agent, having a business office
31 identical with such registered office.
32 (c) The address, including street and number, or rural
33 route number, of the initial registered office, and the name
-18- LRB9206483REdvA
1 of the initial registered agent of each corporation organized
2 under this Act shall be stated in its articles of
3 incorporation; and of each foreign corporation shall be
4 stated in its application for a certificate of authority to
5 transact business in this State.
6 (d) In the event of dissolution of a corporation, either
7 voluntary, administrative, or judicial, the registered agent
8 and the registered office of the corporation on record with
9 the Secretary of State on the date of the issuance of the
10 certificate or judgment of dissolution shall be an agent of
11 the corporation upon whom claims can be served or service of
12 process can be had during the five year post-dissolution
13 period provided in Section 12.80 of this Act, unless such
14 agent resigns or the corporation properly reports a change of
15 registered office or registered agent.
16 (e) In the event of revocation of the a certificate of
17 authority of a foreign corporation to transact business in
18 this State, the registered agent and the registered office of
19 the corporation on record with the Secretary of State on the
20 date of the issuance of the certificate of revocation shall
21 be an agent of the corporation upon whom claims can be served
22 or service of process can be had, unless such agent resigns.
23 (Source: P.A. 85-1269.)
24 (805 ILCS 5/5.10) (from Ch. 32, par. 5.10)
25 Sec. 5.10. Change of registered office or registered
26 agent.
27 (a) A domestic corporation or a foreign corporation may
28 from time to time change the address of its registered
29 office. A domestic corporation or a foreign corporation
30 shall change its registered agent if the office of registered
31 agent shall become vacant for any reason, or if its
32 registered agent becomes disqualified or incapacitated to
33 act, or if the corporation revokes the appointment of its
-19- LRB9206483REdvA
1 registered agent.
2 (b) A domestic corporation or a foreign corporation may
3 change the address of its registered office or change its
4 registered agent, or both, by so indicating in the statement
5 of change on the annual report of that corporation filed
6 pursuant to Section 14.10 of this Act or by executing and
7 filing, in duplicate, in accordance with Section 1.10 of this
8 Act a statement setting forth:
9 (1) The name of the corporation.
10 (2) The address, including street and number, or
11 rural route number, of its then registered office.
12 (3) If the address of its registered office be
13 changed, the address, including street and number, or
14 rural route number, to which the registered office is to
15 be changed.
16 (4) The name of its then registered agent.
17 (5) If its registered agent be changed, the name of
18 its successor registered agent.
19 (6) That the address of its registered office and
20 the address of the business office of its registered
21 agent, as changed, will be identical.
22 (7) That such change was authorized by resolution
23 duly adopted by the board of directors.
24 (c) A legible copy of the statement of changes as on the
25 annual report returned by the Secretary of State shall be
26 filed for record within the time prescribed by this Act in
27 the office of the Recorder of the county in which the
28 registered office of the corporation in this State was
29 situated before the filing of that statement in the Office of
30 the Secretary of State. (Blank).
31 (d) If the registered office is changed from one county
32 to another county, then the corporation shall also file for
33 record within the time prescribed by this Act in the office
34 of the recorder of the county to which such registered office
-20- LRB9206483REdvA
1 is changed:
2 (1) In the case of a domestic corporation:
3 (i) A copy of its articles of incorporation
4 certified by the Secretary of State.
5 (ii) A copy of the statement of change of
6 address of its registered office, certified by the
7 Secretary of State.
8 (2) In the case of a foreign corporation:
9 (i) A copy of its application for certificate
10 of authority to transact business in this State,
11 with a copy of its application therefor affixed
12 thereto, certified by the Secretary of State.
13 (ii) A copy of all amendments to such
14 certificate of authority, if any, likewise certified
15 by the Secretary of State.
16 (iii) A copy of the statement of change of
17 address of its registered office certified by the
18 Secretary of State.
19 (e) The change of address of the registered office, or
20 the change of registered agent, or both, as the case may be,
21 shall become effective upon the filing of such statement by
22 the Secretary of State.
23 (Source: P.A. 91-357, eff. 7-29-99.)
24 (805 ILCS 5/5.20) (from Ch. 32, par. 5.20)
25 Sec. 5.20. Change of Address of Registered Agent. (a) A
26 registered agent may change the address of the registered
27 office of the domestic corporation or of the foreign
28 corporation, for which he or she or it is registered agent,
29 to another address in this State, by so indicating in the
30 statement of change on the annual report of that corporation
31 filed pursuant to Section 14.10 of this Act or by filing, in
32 duplicate, in accordance with Section 1.10 of this Act a
33 statement setting forth:
-21- LRB9206483REdvA
1 (1) The name of the corporation.
2 (2) The address, including street and number, or rural
3 route number, of its then registered office.
4 (3) The address, including street and number, or rural
5 route number, to which the registered office is to be
6 changed.
7 (4) The name of its registered agent.
8 (5) That the address of its registered office and the
9 address of the business office of its registered agent, as
10 changed, will be identical.
11 Such statement shall be executed by the registered agent.
12 (b) If the registered office is changed from one county
13 to another county, then the corporation shall also file for
14 record within the time prescribed by this Act in the office
15 of the recorder of the county to which such registered office
16 is changed:
17 (1) In the case of a domestic corporation:
18 (i) A copy of its articles of incorporation certified by
19 the Secretary of State.
20 (ii) A copy of the statement of change of address of its
21 registered office, certified by the Secretary of State.
22 (2) In the case of a foreign corporation:
23 (i) A copy of its application for certificate of
24 authority to transact business in this State with a copy of
25 its application therefor affixed thereto, certified by the
26 Secretary of State.
27 (ii) A copy of all amendments to such certificate of
28 authority, if any, likewise certified by the Secretary of
29 State.
30 (iii) A copy of the statement of change of address of
31 its registered office certified by the Secretary of State.
32 (c) The change of address of the registered office shall
33 become effective upon the filing of such statement by the
34 Secretary of State.
-22- LRB9206483REdvA
1 (Source: P.A. 85-1269.)
2 (805 ILCS 5/5.25) (from Ch. 32, par. 5.25)
3 Sec. 5.25. Service of process on domestic or foreign
4 corporation. (a) Any process, notice, or demand required or
5 permitted by law to be served upon a domestic corporation or
6 a foreign corporation having a certificate of authority to
7 transact business in this State may be served either upon the
8 registered agent appointed by the corporation or upon the
9 Secretary of State as provided in this Section.
10 (b) The Secretary of State shall be irrevocably
11 appointed as an agent of a domestic corporation or of a
12 foreign corporation having a certificate of authority upon
13 whom any process, notice or demand may be served:
14 (1) Whenever the corporation shall fail to appoint or
15 maintain a registered agent in this State, or
16 (2) Whenever the corporation's registered agent cannot
17 with reasonable diligence be found at the registered office
18 in this State, or
19 (3) When a domestic corporation has been dissolved, the
20 conditions of paragraph (1) or paragraph (2) exist, and a
21 civil action, suit or proceeding is instituted against or
22 affecting the corporation within the five years after the
23 issuance of a certificate of dissolution or the filing of a
24 judgment of dissolution, or
25 (4) When a domestic corporation has been dissolved, the
26 conditions of paragraph (1) or paragraph (2) exist, and a
27 criminal proceeding has been instituted against or affecting
28 the corporation, or
29 (5) When the certificate of authority of a foreign
30 corporation to transact business in this State has been
31 revoked.
32 (c) Service under subsection (b) shall be made by:
33 (1) Service on the Secretary of State, or on any clerk
-23- LRB9206483REdvA
1 having charge of the corporation division department of his
2 or her office, of a copy of the process, notice or demand,
3 together with any papers required by law to be delivered in
4 connection with service, and a fee as prescribed by
5 subsection (b) of Section 15.15 of this Act;
6 (2) Transmittal by the person instituting the action,
7 suit or proceeding of notice of the service on the Secretary
8 of State and a copy of the process, notice or demand and
9 accompanying papers to the corporation being served, by
10 registered or certified mail:
11 (i) At the last registered office of the corporation as
12 shown by the records on file in the office of the Secretary
13 of State; and
14 (ii) At such address the use of which the person
15 instituting the action, suit or proceeding knows or, on the
16 basis of reasonable inquiry, has reason to believe, is most
17 likely to result in actual notice; and
18 (3) Appendage, by the person instituting the action,
19 suit or proceeding, of an affidavit of compliance with this
20 Section, in substantially such form as the Secretary of State
21 may by rule or regulation prescribe, to the process, notice
22 or demand.
23 (d) Nothing herein contained shall limit or affect the
24 right to serve any process, notice, or demand required or
25 permitted by law to be served upon a corporation in any other
26 manner now or hereafter permitted by law.
27 (e) The Secretary of State shall keep a record of all
28 processes, notices, and demands served upon him or her under
29 this Section, and shall record therein the time of such
30 service and his or her action with reference thereto, but
31 shall not be required to retain such information for a period
32 longer than five years from his or her receipt of the
33 service.
34 (Source: P.A. 85-1344.)
-24- LRB9206483REdvA
1 (805 ILCS 5/5.30) (from Ch. 32, par. 5.30)
2 Sec. 5.30. Service of process on foreign corporation not
3 authorized to transact business in Illinois. If any foreign
4 corporation transacts business in this State without having
5 obtained a certificate of authority to transact business, it
6 shall be deemed that such corporation has designated and
7 appointed the Secretary of State as an agent for process upon
8 whom any notice, process or demand may be served. Service on
9 the Secretary of State shall be made in the manner set forth
10 in subsection (c) of Section 5.25 of this Act.
11 (Source: P.A. 84-924.)
12 (805 ILCS 5/8.75) (from Ch. 32, par. 8.75)
13 Sec. 8.75. Indemnification of officers, directors,
14 employees and agents; insurance.
15 (a) A corporation may indemnify any person who was or is
16 a party, or is threatened to be made a party to any
17 threatened, pending or completed action, suit or proceeding,
18 whether civil, criminal, administrative or investigative
19 (other than an action by or in the right of the corporation)
20 by reason of the fact that he or she is or was a director,
21 officer, employee or agent of the corporation, or who is or
22 was serving at the request of the corporation as a director,
23 officer, employee or agent of another corporation,
24 partnership, joint venture, trust or other enterprise,
25 against expenses (including attorneys' fees), judgments,
26 fines and amounts paid in settlement actually and reasonably
27 incurred by such person in connection with such action, suit
28 or proceeding, if such person acted in good faith and in a
29 manner he or she reasonably believed to be in, or not opposed
30 to the best interests of the corporation, and, with respect
31 to any criminal action or proceeding, had no reasonable cause
32 to believe his or her conduct was unlawful. The termination
33 of any action, suit or proceeding by judgment, order,
-25- LRB9206483REdvA
1 settlement, conviction, or upon a plea of nolo contendere or
2 its equivalent, shall not, of itself, create a presumption
3 that the person did not act in good faith and in a manner
4 which he or she reasonably believed to be in or not opposed
5 to the best interests of the corporation or, with respect to
6 any criminal action or proceeding, that the person had
7 reasonable cause to believe that his or her conduct was
8 unlawful.
9 (b) A corporation may indemnify any person who was or is
10 a party, or is threatened to be made a party to any
11 threatened, pending or completed action or suit by or in the
12 right of the corporation to procure a judgment in its favor
13 by reason of the fact that such person is or was a director,
14 officer, employee or agent of the corporation, or is or was
15 serving at the request of the corporation as a director,
16 officer, employee or agent of another corporation,
17 partnership, joint venture, trust or other enterprise,
18 against expenses (including attorneys' fees) actually and
19 reasonably incurred by such person in connection with the
20 defense or settlement of such action or suit, if such person
21 acted in good faith and in a manner he or she reasonably
22 believed to be in, or not opposed to, the best interests of
23 the corporation, provided that no indemnification shall be
24 made with respect to any claim, issue, or matter as to which
25 such person has been adjudged to have been liable to the
26 corporation, unless, and only to the extent that the court in
27 which such action or suit was brought shall determine upon
28 application that, despite the adjudication of liability, but
29 in view of all the circumstances of the case, such person is
30 fairly and reasonably entitled to indemnity for such expenses
31 as the court shall deem proper.
32 (c) To the extent that a present or former director,
33 officer or , employee or agent of a corporation has been
34 successful, on the merits or otherwise, in the defense of any
-26- LRB9206483REdvA
1 action, suit or proceeding referred to in subsections (a) and
2 (b), or in defense of any claim, issue or matter therein,
3 such person shall be indemnified against expenses (including
4 attorneys' fees) actually and reasonably incurred by such
5 person in connection therewith, if the person acted in good
6 faith and in a manner he or she reasonably believed to be in,
7 or not opposed to, the best interests of the corporation.
8 (d) Any indemnification under subsections (a) and (b)
9 (unless ordered by a court) shall be made by the corporation
10 only as authorized in the specific case, upon a determination
11 that indemnification of the present or former director,
12 officer, employee or agent is proper in the circumstances
13 because he or she has met the applicable standard of conduct
14 set forth in subsections (a) or (b). Such determination
15 shall be made with respect to a person who is a director or
16 officer at the time of the determination: (1) by the majority
17 vote of the directors who are (1) by the board of directors
18 by a majority vote of a quorum consisting of directors who
19 were not parties to such action, suit or proceeding, even
20 though less than a quorum, (2) by a committee of the
21 directors designated by a majority vote of the directors,
22 even though less than a quorum, (3) if there are no the
23 directors, or if the directors so direct, or (2) if such a
24 quorum is not obtainable, or, even if obtainable, if a quorum
25 of disinterested directors so directs, by independent legal
26 counsel in a written opinion, or (4) (3) by the shareholders.
27 (e) Expenses (including attorney's fees) incurred by an
28 officer or director in defending a civil or criminal action,
29 suit or proceeding may be paid by the corporation in advance
30 of the final disposition of such action, suit or proceeding
31 upon receipt of an undertaking by or on behalf of the
32 director or , officer , employee or agent to repay such
33 amount if it shall ultimately be determined that such person
34 he or she is not entitled to be indemnified by the
-27- LRB9206483REdvA
1 corporation as authorized in this Section. Such expenses
2 (including attorney's fees) incurred by former directors and
3 officers or other employees and agents may be so paid on such
4 terms and conditions, if any, as the corporation deems
5 appropriate.
6 (f) The indemnification and advancement of expenses
7 provided by or granted under the other subsections of this
8 Section shall not be deemed exclusive of any other rights to
9 which those seeking indemnification or advancement of
10 expenses may be entitled under any by-law, agreement, vote of
11 shareholders or disinterested directors, or otherwise, both
12 as to action in his or her official capacity and as to action
13 in another capacity while holding such office.
14 (g) A corporation may purchase and maintain insurance on
15 behalf of any person who is or was a director, officer,
16 employee or agent of the corporation, or who is or was
17 serving at the request of the corporation as a director,
18 officer, employee or agent of another corporation,
19 partnership, joint venture, trust or other enterprise,
20 against any liability asserted against such person and
21 incurred by such person in any such capacity, or arising out
22 of his or her status as such, whether or not the corporation
23 would have the power to indemnify such person against such
24 liability under the provisions of this Section.
25 (h) If a corporation indemnifies or advances expenses to
26 a director or officer under subsection (b) of this Section,
27 the corporation shall report the indemnification or advance
28 in writing to the shareholders with or before the notice of
29 the next shareholders meeting.
30 (i) For purposes of this Section, references to "the
31 corporation" shall include, in addition to the surviving
32 corporation, any merging corporation (including any
33 corporation having merged with a merging corporation)
34 absorbed in a merger which, if its separate existence had
-28- LRB9206483REdvA
1 continued, would have had the power and authority to
2 indemnify its directors, officers, and employees or agents,
3 so that any person who was a director, officer, employee or
4 agent of such merging corporation, or was serving at the
5 request of such merging corporation as a director, officer,
6 employee or agent of another corporation, partnership, joint
7 venture, trust or other enterprise, shall stand in the same
8 position under the provisions of this Section with respect to
9 the surviving corporation as such person would have with
10 respect to such merging corporation if its separate existence
11 had continued.
12 (j) For purposes of this Section, references to "other
13 enterprises" shall include employee benefit plans; references
14 to "fines" shall include any excise taxes assessed on a
15 person with respect to an employee benefit plan; and
16 references to "serving at the request of the corporation"
17 shall include any service as a director, officer, employee or
18 agent of the corporation which imposes duties on, or involves
19 services by such director, officer, employee, or agent with
20 respect to an employee benefit plan, its participants, or
21 beneficiaries. A person who acted in good faith and in a
22 manner he or she reasonably believed to be in the best
23 interests of the participants and beneficiaries of an
24 employee benefit plan shall be deemed to have acted in a
25 manner "not opposed to the best interest of the corporation"
26 as referred to in this Section.
27 (k) The indemnification and advancement of expenses
28 provided by or granted under this Section shall, unless
29 otherwise provided when authorized or ratified, continue as
30 to a person who has ceased to be a director, officer,
31 employee, or agent and shall inure to the benefit of the
32 heirs, executors, and administrators of that person.
33 (Source: P.A. 91-464, eff. 1-1-00.)
-29- LRB9206483REdvA
1 (805 ILCS 5/9.20)
2 Sec. 9.20. Reduction of paid-in capital.
3 (a) A corporation may reduce its paid-in capital:
4 (1) by resolution of its board of directors by
5 charging against its paid-in capital (i) the paid-in
6 capital represented by shares acquired and cancelled by
7 the corporation as permitted by law, to the extent of the
8 cost from the paid-in capital of the reacquired and
9 cancelled shares or a lesser amount as may be elected by
10 the corporation, (ii) dividends paid on preferred shares,
11 or (iii) distributions as liquidating dividends; or
12 (2) pursuant to an approved reorganization in
13 bankruptcy that specifically directs the reduction to be
14 effected.
15 (b) Notwithstanding anything to the contrary contained
16 in this Act, at no time shall the paid-in capital be reduced
17 to an amount less than the aggregate par value of all issued
18 shares having a par value.
19 (c) Until the report under Section 14.30 has been filed
20 in the Office of the Secretary of State showing a reduction
21 in paid-in capital, the basis of the annual franchise tax
22 payable by the corporation shall not be reduced; provided,
23 however, that in no event shall the annual franchise tax for
24 any taxable year be reduced if the report is not filed prior
25 to the first day of the anniversary month or, in the case of
26 a corporation that has established an extended filing month,
27 the extended filing month of the corporation of that taxable
28 year and before payment of its annual franchise tax.
29 (d) A corporation that reduced its paid-in capital after
30 December 31, 1986 by one or more of the methods described in
31 subsection (a) may report the reduction pursuant to Section
32 14.30, subject to the restrictions of subsections (b) and
33 (c) of this Section. A reduction in paid-in capital reported
34 pursuant to this subsection shall have no effect for any
-30- LRB9206483REdvA
1 purpose under this Act with respect to a taxable year ending
2 before the report is filed.
3 (e) Nothing in this Section shall be construed to forbid
4 any reduction in paid-in capital to be effected under Section
5 9.05 of this Act.
6 (f) In the case of a vertical merger, the paid-in
7 capital of a subsidiary may be eliminated if either (1) it
8 was created, totally funded, or wholly owned by the parent or
9 (2) the amount of the parent's investment in the subsidiary
10 was equal to or exceeded the subsidiary's paid-in capital.
11 (Source: P.A. 90-421, eff. 1-1-98.)
12 (805 ILCS 5/10.30) (from Ch. 32, par. 10.30)
13 Sec. 10.30. Articles of amendment. (a) Except as
14 provided in Section 10.40, the articles of amendment shall be
15 executed and filed in duplicate in accordance with Section
16 1.10 of this Act and shall set forth:
17 (1) The name of the corporation.
18 (2) The text of each amendment adopted.
19 (3) If the amendment was adopted by the incorporators, a
20 statement that the amendment was adopted by a majority of the
21 incorporators, that no shares have been issued and that the
22 directors were neither named in the articles of incorporation
23 nor elected at the time the amendment was adopted.
24 (4) If the amendment was adopted by the directors
25 without shareholder action, a statement that the amendment
26 was adopted by a majority of the directors and that
27 shareholder action was not required.
28 (5) Where the amendment was approved by the
29 shareholders:
30 (i) a statement that the amendment was adopted at a
31 meeting of shareholders by the affirmative vote of the
32 holders of outstanding shares having not less than the
33 minimum number of votes necessary to adopt such amendment, as
-31- LRB9206483REdvA
1 provided by the articles of incorporation; or
2 (ii) a statement that the amendment was adopted by
3 written consent signed by the holders of outstanding shares
4 having not less than the minimum number of votes necessary to
5 adopt such amendment, as provided by the articles of
6 incorporation, and in accordance with Section 7.10 of this
7 Act.
8 (6) If the amendment provides for an exchange,
9 reclassification, or cancellation of issued shares, or a
10 reduction of the number of authorized shares of any class
11 below the number of issued shares of that class, then a
12 statement of the manner in which such amendment shall be
13 effected.
14 (7) If the amendment effects a change in the amount of
15 paid-in capital, then a statement of the manner in which the
16 same is effected and a statement, expressed in dollars, of
17 the amount of paid-in capital as changed by such amendment.
18 (8) If the amendment restates the articles of
19 incorporation, the amendment shall so state and shall set
20 forth:
21 (i) the text of the articles as restated;
22 (ii) the date of incorporation, the name under which the
23 corporation was incorporated, subsequent names, if any, that
24 the corporation adopted pursuant to amendment of its articles
25 of incorporation, and the effective date of any such
26 amendments;
27 (iii) the address of the registered office and the name
28 of the registered agent on the date of filing the restated
29 articles; and
30 (iv) the number of shares of each class issued on the
31 date of filing the restated articles and the amount of
32 paid-in capital as of such date.
33 The articles as restated must include all the information
34 required by subsection (a) of Section 2.10, except that the
-32- LRB9206483REdvA
1 articles need not set forth the information required by
2 paragraphs 3, 4 or 6 thereof. If any provision of the
3 articles of incorporation is amended in connection with the
4 restatement, the articles of amendment shall clearly identify
5 such amendment.
6 (9) If, pursuant to Section 10.35, the amendment is to
7 become effective subsequent to the date on which the
8 certificate of amendment is issued, the date on which the
9 amendment is to become effective.
10 (10) If the amendment revives the articles of
11 incorporation and extends the period of corporate duration,
12 the amendment shall so state and shall set forth:
13 (i) the date the period of duration expired under the
14 articles of incorporation;
15 (ii) a statement that the period of duration will be
16 perpetual, or, if a limited duration is to be provided, the
17 date to which the period of duration is to be extended; and
18 (iii) a statement that the corporation has been in
19 continuous operation since before the date of expiration of
20 its original period of duration.
21 (b) When the provisions of this Section have been
22 complied with, the Secretary of State shall file the articles
23 of amendment issue a certificate of amendment.
24 (Source: P.A. 84-924.)
25 (805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
26 Sec. 10.35. Effect of certificate of amendment.
27 (a) The amendment shall become effective and the
28 articles of incorporation shall be deemed to be amended
29 accordingly, as of the later of:
30 (1) the filing of the articles issuance of the
31 certificate of amendment by the Secretary of State; or
32 (2) the time established under the articles of
33 amendment, not to exceed 30 days after the filing of the
-33- LRB9206483REdvA
1 articles issuance of the certificate of amendment by the
2 Secretary of State.
3 (b) If the amendment is made in accordance with the
4 provisions of Section 10.40, upon the filing of the articles
5 issuance of the certificate of amendment by the Secretary of
6 State, the amendment shall become effective and the articles
7 of incorporation shall be deemed to be amended accordingly,
8 without any action thereon by the directors or shareholders
9 of the corporation and with the same effect as if the
10 amendments had been adopted by unanimous action of the
11 directors and shareholders of the corporation.
12 (c) If the amendment restates the articles of
13 incorporation, such restated articles of incorporation shall,
14 upon such amendment becoming effective, supersede and stand
15 in lieu of the corporation's preexisting articles of
16 incorporation.
17 (d) If the amendment revives the articles of
18 incorporation and extends the period of corporate duration,
19 upon the filing of the articles issuance of the certificate
20 of amendment by the Secretary of State, the amendment shall
21 become effective and the corporate existence shall be deemed
22 to have continued without interruption from the date of
23 expiration of the original period of duration, and the
24 corporation shall stand revived with such powers, duties and
25 obligations as if its period of duration had not expired; and
26 all acts and proceedings of its officers, directors and
27 shareholders, acting or purporting to act as such, which
28 would have been legal and valid but for such expiration,
29 shall stand ratified and confirmed.
30 (e) Each amendment which affects the number of issued
31 shares or the amount of paid-in capital shall be deemed to be
32 a report under the provisions of this Act.
33 (f) No amendment of the articles of incorporation of a
34 corporation shall affect any existing cause of action in
-34- LRB9206483REdvA
1 favor of or against such corporation, or any pending suit in
2 which such corporation shall be a party, or the existing
3 rights of persons other than shareholders; and, in the event
4 the corporate name shall be changed by amendment, no suit
5 brought by or against such corporation under its former name
6 shall be abated for that reason.
7 (Source: P.A. 91-464, eff. 1-1-00.)
8 (805 ILCS 5/11.25) (from Ch. 32, par. 11.25)
9 Sec. 11.25. Articles of merger, consolidation or
10 exchange. (a) Upon such approval, articles of merger,
11 consolidation or exchange shall be executed by each
12 corporation and filed in duplicate in accordance with Section
13 1.10 of this Act and shall set forth:
14 (1) The plan of merger, consolidation or exchange.
15 (2) As to each corporation:
16 (i) a statement that the plan was adopted at a meeting
17 of shareholders by the affirmative vote of the holders of
18 outstanding shares having not less than the minimum number of
19 votes necessary to adopt such plan, as provided by the
20 articles of incorporation of the respective corporations; or
21 (ii) a statement that the plan was adopted by a consent
22 in writing signed by the holders of outstanding shares having
23 not less than the minimum number of votes necessary to adopt
24 such plan, as provided by the articles of incorporation of
25 the respective corporations, and in accordance with Section
26 7.10 of this Act.
27 (b) When the provisions of this Section have been
28 complied with, the Secretary of State shall file the articles
29 issue a certificate of merger, consolidation, or share
30 exchange.
31 (Source: P.A. 83-1025.)
32 (805 ILCS 5/11.30) (from Ch. 32, par. 11.30)
-35- LRB9206483REdvA
1 Sec. 11.30. Merger of subsidiary corporation.
2 (a) Any corporation, in this Section referred to as the
3 "parent corporation", owning at least 90% of the outstanding
4 shares of each class of shares of any other corporation or
5 corporations, in this Section referred to as the "subsidiary
6 corporation", may merge the subsidiary corporation or
7 corporations into itself or into one of the subsidiary
8 corporations, if each merging subsidiary corporation is
9 solvent, without approval by a vote of the shareholders of
10 the parent corporation or the shareholders of any of the
11 merging subsidiary corporations, upon completion of the
12 requirements of this Section.
13 (b) The board of directors of the parent corporation
14 shall, by resolution, approve a plan of merger setting forth:
15 (1) The name of each merging subsidiary corporation
16 and the name of the parent corporation; and
17 (2) The manner and basis of converting the shares
18 of each merging subsidiary corporation not owned by the
19 parent corporation into shares, obligations or other
20 securities of the surviving corporation or of the parent
21 corporation or into cash or other property or into any
22 combination of the foregoing.
23 (c) A copy of such plan of merger shall be mailed to
24 each shareholder, other than the parent corporation, of a
25 merging subsidiary corporation who was a shareholder of
26 record on the date of the adoption of the plan of merger,
27 together with a notice informing such shareholders of their
28 right to dissent and enclosing a copy of Section 11.70 or
29 otherwise providing adequate notice of the procedure to
30 dissent.
31 (d) After 30 days following the mailing of a copy of the
32 plan of merger and notice to the shareholders of each merging
33 subsidiary corporation, or upon the written consent to the
34 merger or written waiver of the 30 day period by the holders
-36- LRB9206483REdvA
1 of all the outstanding shares of all shares of all such
2 subsidiary corporations, the articles of merger shall be
3 executed by the parent corporation and filed in duplicate in
4 accordance with Section 1.10 of this Act and shall set forth:
5 (1) The plan of merger.
6 (2) The number of outstanding shares of each class
7 of each merging subsidiary corporation and the number of
8 such shares of each class owned immediately prior to the
9 adoption of the plan of merger by the parent corporation.
10 (3) The date of mailing a copy of the plan of
11 merger and notice of right to dissent to the shareholders
12 of each merging subsidiary corporation.
13 (e) When the provisions of this Section have been
14 complied with, the Secretary of State shall file the articles
15 issue a certificate of merger.
16 (f) Subject to Section 11.35 and provided that all the
17 conditions hereinabove set forth have been met, any domestic
18 corporation may be merged into or may merge into itself any
19 foreign corporation in the foregoing manner.
20 (Source: P.A. 88-151.)
21 (805 ILCS 5/11.39)
22 Sec. 11.39. Merger of domestic corporation and limited
23 liability company.
24 (a) Any one or more domestic corporations may merge with
25 or into one or more limited liability companies of this
26 State, any other state or states of the United States, or the
27 District of Columbia, if the laws of the other state or
28 states or the District of Columbia permit the merger. The
29 domestic corporation or corporations and the limited
30 liability company or companies may merge with or into a
31 corporation, which may be any one of these corporations, or
32 they may merge with or into a limited liability company,
33 which may be any one of these limited liability companies,
-37- LRB9206483REdvA
1 which shall be a domestic corporation or limited liability
2 company of this State, any other state of the United States,
3 or the District of Columbia, which permits the merger
4 pursuant to a plan of merger complying with and approved in
5 accordance with this Section.
6 (b) The plan of merger must set forth the following:
7 (1) The names of the domestic corporation or
8 corporations and limited liability company or companies
9 proposing to merge and the name of the domestic
10 corporation or limited liability company into which they
11 propose to merge, which is designated as the surviving
12 entity.
13 (2) The terms and conditions of the proposed merger
14 and the mode of carrying the same into effect.
15 (3) The manner and basis of converting the shares
16 of each domestic corporation and the interests of each
17 limited liability company into shares, interests,
18 obligations, other securities of the surviving entity or
19 into cash or other property or any combination of the
20 foregoing.
21 (4) In the case of a merger in which a domestic
22 corporation is the surviving entity, a statement of any
23 changes in the articles of incorporation of the surviving
24 corporation to be effected by the merger.
25 (5) Any other provisions with respect to the
26 proposed merger that are deemed necessary or desirable,
27 including provisions, if any, under which the proposed
28 merger may be abandoned prior to the filing of the
29 articles of merger by the Secretary of State of this
30 State.
31 (c) The plan required by subsection (b) of this Section
32 shall be adopted and approved by the constituent corporation
33 or corporations in the same manner as is provided in Sections
34 11.05, 11.15, and 11.20 of this Act and, in the case of a
-38- LRB9206483REdvA
1 limited liability company, in accordance with the terms of
2 its operating agreement, if any, and in accordance with the
3 laws under which it was formed.
4 (d) Upon this approval, articles of merger shall be
5 executed by each constituent corporation and limited
6 liability company and filed with the Secretary of State as
7 provided in Section 11.25 of this Act and shall be recorded
8 with respect to each constituent corporation as provided in
9 Section 11.45 of this Act. The merger shall become effective
10 for all purposes of the laws of this State when and as
11 provided in Section 11.40 of this Act with respect to the
12 merger of corporations of this State.
13 (e) If the surviving entity is to be governed by the
14 laws of the District of Columbia or any state other than this
15 State, it shall file with the Secretary of State of this
16 State an agreement that it may be served with process in this
17 State in any proceeding for enforcement of any obligation of
18 any constituent corporation or limited liability company of
19 this State, as well as for enforcement of any obligation of
20 the surviving corporation or limited liability company
21 arising from the merger, including any suit or other
22 proceeding to enforce the shareholders right to dissent as
23 provided in Section 11.70 of this Act, and shall irrevocably
24 appoint the Secretary of State of this State as its agent to
25 accept service of process in any such suit or other
26 proceedings.
27 (f) Section 11.50 of this Act shall, insofar as it is
28 applicable, apply to mergers between domestic corporations
29 and limited liability companies.
30 (g) In any merger under this Section, the surviving
31 entity shall not engage in any business or exercise any power
32 that a domestic corporation or domestic limited liability
33 company may not otherwise engage in or exercise in this
34 State. Furthermore, the surviving entity shall be governed
-39- LRB9206483REdvA
1 by the ownership and control restrictions in Illinois law
2 applicable to that type of entity.
3 (Source: P.A. 90-424, eff. 1-1-98.)
4 (805 ILCS 5/11.40) (from Ch. 32, par. 11.40)
5 Sec. 11.40. Effective date of merger, consolidation or
6 exchange. The merger, consolidation or exchange shall become
7 effective upon filing of the articles the issuance of the
8 certificate of merger, consolidation or exchange by the
9 Secretary of State or on a later specified date, not more
10 than 30 days subsequent to the filing of the articles of
11 merger, consolidation or exchange issuance of the certificate
12 by the Secretary of State, as may be provided for in the
13 plan.
14 (Source: P.A. 88-151.)
15 (805 ILCS 5/11.45) (from Ch. 32, par. 11.45)
16 Sec. 11.45. Recording of certificate and articles of
17 merger, consolidation or exchange. A copy of the articles of
18 merger, consolidation or exchange as filed by the Secretary
19 of State The certificate of merger with the copy of the
20 articles of merger affixed thereto by the Secretary of State,
21 or the certificate of consolidation with the copy of the
22 articles of consolidation affixed thereto by the Secretary of
23 State, or the certificate of exchange with the copy of the
24 articles of exchange affixed thereto by the Secretary of
25 State, shall be returned to the surviving or new or acquiring
26 corporation, as the case may be, or to its representative,
27 and such certificate and articles, or a copy thereof
28 certified by the Secretary of State, shall be filed for
29 record within the time prescribed by Section 1.10 of this Act
30 in the office of the Recorder of each county in which the
31 registered office of each merging or consolidating or
32 acquiring corporation may be situated, and in the case of a
-40- LRB9206483REdvA
1 consolidation, in the office of the Recorder of the county in
2 which the registered office of the new corporation shall be
3 situated and, in the case of a share exchange, in the office
4 of the Recorder of the county in which the registered office
5 of the corporation whose shares were acquired shall be
6 situated.
7 (Source: P.A. 83-1362.)
8 (805 ILCS 5/12.20) (from Ch. 32, par. 12.20)
9 Sec. 12.20. Articles of dissolution.
10 (a) When a voluntary dissolution has been authorized as
11 provided by this Act, articles of dissolution shall be
12 executed and filed in duplicate in accordance with Section
13 1.10 of this Act and shall set forth:
14 (1) The name of the corporation.
15 (2) The date dissolution was authorized.
16 (3) A post-office address to which may be mailed a
17 copy of any process against the corporation that may be
18 served on the Secretary of State.
19 (4) A statement of the aggregate number of issued
20 shares of the corporation itemized by classes and series,
21 if any, within a class, as of the date of execution.
22 (5) A statement of the amount of paid-in capital of
23 the corporation as of the date of execution.
24 (6) Such additional information as may be necessary
25 or appropriate in order to determine any unpaid fees or
26 franchise taxes payable by such corporation as in this
27 Act prescribed.
28 (7) Where dissolution is authorized pursuant to
29 Section 12.05, a statement that a majority of
30 incorporators or majority of directors, as the case may
31 be, have consented to the dissolution and that all
32 provisions of Section 12.05 have been complied with.
33 (8) Where dissolution is authorized pursuant to
-41- LRB9206483REdvA
1 Section 12.10, a statement that the holders of all the
2 outstanding shares entitled to vote on dissolution have
3 consented thereto.
4 (9) Where dissolution is authorized pursuant to
5 Section 12.15, a statement that a resolution proposing
6 dissolution has been adopted at a meeting of shareholders
7 by the affirmative vote of the holders of outstanding
8 shares having not less than the minimum number of votes
9 necessary to adopt such resolution as provided by the
10 articles of incorporation.
11 (b) When the provisions of this Section have been
12 complied with, the Secretary of State shall file the articles
13 issue a certificate of dissolution.
14 (c) The dissolution is effective on the date of the
15 filing of the articles issuance of the certificate thereof by
16 the Secretary of State.
17 (Source: P.A. 86-985.)
18 (805 ILCS 5/12.25) (from Ch. 32, par. 12.25)
19 Sec. 12.25. Revocation of Dissolution. (a) A
20 corporation may revoke its dissolution within 60 days of the
21 effective date of dissolution if the corporation has not
22 begun to distribute its assets or has not commenced a
23 proceeding for court-supervision of its winding up under
24 Section 12.50.
25 (b) The corporation's board of directors, or its
26 incorporators if shares have not been issued and the initial
27 directors have not been designated, may revoke the
28 dissolution without shareholder action.
29 (c) Within 60 days after the dissolution has been
30 revoked by the corporation, articles of revocation of
31 dissolution shall be executed and filed in duplicate in
32 accordance with Section 1.10 of this Act and shall set forth:
33 (1) The name of the corporation.
-42- LRB9206483REdvA
1 (2) The effective date of the dissolution that was
2 revoked.
3 (3) A statement that the corporation has not begun to
4 distribute its assets nor has it commenced a proceeding for
5 court-supervision of its winding up.
6 (4) The date the revocation of dissolution was
7 authorized.
8 (5) A statement that the corporation's board of
9 directors (or incorporators) revoked the dissolution.
10 (d) When the provisions of this Section have been
11 complied with, the Secretary of State shall file the articles
12 issue a certificate of revocation of dissolution. Failure to
13 file the revocation of dissolution as required in subsection
14 (c) hereof shall not be grounds for the Secretary of State to
15 reject the filing, but the corporation filing beyond the time
16 period shall pay a penalty as prescribed by this Act.
17 (e) The revocation of dissolution is effective on the
18 date of filing the issuance of the certificate thereof by the
19 Secretary of State and shall relate back and take effect as
20 of the date of issuance of the certificate of dissolution and
21 the corporation may resume carrying on business as if
22 dissolution had never occurred.
23 (Source: P.A. 84-1412.)
24 (805 ILCS 5/12.35) (from Ch. 32, par. 12.35)
25 Sec. 12.35. Grounds for administrative dissolution. The
26 Secretary of State may dissolve any corporation
27 administratively if:
28 (a) It has failed to file its annual report or final
29 transition annual report and pay its franchise tax as
30 required by this Act before the first day of the anniversary
31 month or, in the case of a corporation which has established
32 an extended filing month, the extended filing month of the
33 corporation of the year in which such annual report becomes
-43- LRB9206483REdvA
1 due and such franchise tax becomes payable;
2 (b) it has failed to file in the office of the Secretary
3 of State any report after the expiration of the period
4 prescribed in this Act for filing such report; or
5 (c) it has failed to pay any fees, franchise taxes, or
6 charges prescribed by this Act;
7 (d) it has misrepresented any material matter in any
8 application, report, affidavit, or other document filed by
9 the corporation pursuant to this Act; or
10 (e) (c) it has failed to appoint and maintain a
11 registered agent in this State.
12 (Source: P.A. 86-985.)
13 (805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
14 Sec. 12.45. Reinstatement following administrative
15 dissolution. (a) A domestic corporation administratively
16 dissolved under Section 12.40 may be reinstated by the
17 Secretary of State within five years following the date of
18 issuance of the certificate of dissolution upon:
19 (1) The filing of an application for reinstatement.
20 (2) The filing with the Secretary of State by the
21 corporation of all reports then due and theretofore becoming
22 due.
23 (3) The payment to the Secretary of State by the
24 corporation of all fees, franchise taxes, and penalties then
25 due and theretofore becoming due.
26 (b) The application for reinstatement shall be executed
27 and filed in duplicate in accordance with Section 1.10 of
28 this Act and shall set forth:
29 (1) The name of the corporation at the time of the
30 issuance of the certificate of dissolution.
31 (2) If such name is not available for use as determined
32 by the Secretary of State at the time of filing the
33 application for reinstatement, the name of the corporation as
-44- LRB9206483REdvA
1 changed, provided however, and any change of name is properly
2 effected pursuant to Section 10.05 and Section 10.30 of this
3 Act.
4 (3) The date of the issuance of the certificate of
5 dissolution.
6 (4) The address, including street and number, or rural
7 route number of the registered office of the corporation upon
8 reinstatement thereof, and the name of its registered agent
9 at such address upon the reinstatement of the corporation,
10 provided however, that any change from either the registered
11 office or the registered agent at the time of dissolution is
12 properly reported pursuant to Section 5.10 of this Act.
13 (c) When a dissolved corporation has complied with the
14 provisions of this Sec the Secretary of State shall file the
15 application for issue a certificate of reinstatement.
16 (d) Upon the filing of the application for issuance of
17 the certificate of reinstatement, the corporate existence
18 shall be deemed to have continued without interruption from
19 the date of the issuance of the certificate of dissolution,
20 and the corporation shall stand revived with such powers,
21 duties and obligations as if it had not been dissolved; and
22 all acts and proceedings of its officers, directors and
23 shareholders, acting or purporting to act as such, which
24 would have been legal and valid but for such dissolution,
25 shall stand ratified and confirmed.
26 (Source: P.A. 86-381.)
27 (805 ILCS 5/12.80) (from Ch. 32, par. 12.80)
28 Sec. 12.80. Survival of remedy after dissolution. The
29 dissolution of a corporation either (1) by filing articles of
30 dissolution in accordance with Section 12.20 of this Act, (2)
31 by the issuance of a certificate of dissolution in accordance
32 with Section 12.40 of this Act by the Secretary of State, or
33 (3) or (2) by a judgment of dissolution by a circuit court of
-45- LRB9206483REdvA
1 this State, or (4) (3) by expiration of its period of
2 duration, shall not take away nor impair any civil remedy
3 available to or against such corporation, its directors, or
4 shareholders, for any right or claim existing, or any
5 liability incurred, prior to such dissolution if action or
6 other proceeding thereon is commenced within five years after
7 the date of such dissolution. Any such action or proceeding
8 by or against the corporation may be prosecuted or defended
9 by the corporation in its corporate name.
10 (Source: P.A. 85-1344.)
11 (805 ILCS 5/13.05) (from Ch. 32, par. 13.05)
12 Sec. 13.05. Admission of foreign corporation. Except as
13 provided in Article V of the Illinois Insurance Code, a
14 foreign corporation organized for profit, before it transacts
15 business in this State, shall procure a certificate of
16 authority so to do from the Secretary of State. A foreign
17 corporation organized for profit, upon complying with the
18 provisions of this Act, may secure from the Secretary of
19 State the a certificate of authority to transact business in
20 this State, but no foreign corporation shall be entitled to
21 procure a certificate of authority under this Act to act as
22 trustee, executor, administrator, administrator to collect,
23 or guardian, or in any other like fiduciary capacity in this
24 State or to transact in this State the business of banking,
25 insurance, suretyship, or a business of the character of a
26 building and loan corporation. A foreign professional service
27 corporation may secure a certificate of authority to transact
28 business in this State from the Secretary of State upon
29 complying with this Act and demonstrating compliance with the
30 Act regulating the professional service to be rendered by the
31 professional service corporation. However, no foreign
32 professional service corporation shall be granted a
33 certificate of authority unless it complies with the
-46- LRB9206483REdvA
1 requirements of the Professional Service Corporation Act
2 concerning ownership and control by specified licensed
3 professionals. These professionals must be licensed in the
4 state of domicile or this State. A foreign corporation shall
5 not be denied a certificate of authority by reason of the
6 fact that the laws of the state under which such corporation
7 is organized governing its organization and internal affairs
8 differ from the laws of this State, and nothing in this Act
9 contained shall be construed to authorize this State to
10 regulate the organization or the internal affairs of such
11 corporation.
12 (Source: P.A. 90-424, eff. 1-1-98; 91-593, eff. 8-14-99.)
13 (805 ILCS 5/13.10) (from Ch. 32, par. 13.10)
14 Sec. 13.10. Powers of foreign corporation. No foreign
15 corporation shall transact in this State any business which a
16 corporation organized under the laws of this State is not
17 permitted to transact. A foreign corporation which shall have
18 received a certificate of authority to transact business
19 under this Act shall, until a certificate of revocation has
20 been issued or an application for of withdrawal shall have
21 been filed issued as provided in this Act, enjoy the same,
22 but no greater, rights and privileges as a domestic
23 corporation organized for the purposes set forth in the
24 application pursuant to which such certificate of authority
25 is granted issued; and, except as in Section 13.05 otherwise
26 provided with respect to the organization and internal
27 affairs of a foreign corporation and except as elsewhere in
28 this Act otherwise provided, shall be subject to the same
29 duties, restrictions, penalties, and liabilities now or
30 hereafter imposed upon a domestic corporation of like
31 character.
32 (Source: P.A. 83-1025.)
-47- LRB9206483REdvA
1 (805 ILCS 5/13.15) (from Ch. 32, par. 13.15)
2 Sec. 13.15. Application for certificate of authority.
3 (a) A foreign corporation, in order to procure a certificate
4 of authority to transact business in this State, shall
5 execute and file in duplicate an application therefor, in
6 accordance with Section 1.10 of this Act, and shall also file
7 a copy of its articles of incorporation and all amendments
8 thereto, duly authenticated by the proper officer of the
9 state or country wherein it is incorporated. Such
10 application shall set forth:
11 (1) The name of the corporation, with any additions
12 thereto required in order to comply with Section 4.05 of this
13 Act together with the state or country under the laws of
14 which it is organized.
15 (2) The date of its incorporation and the period of its
16 duration.
17 (3) The address, including street and number, or rural
18 route number, of its principal office.
19 (4) The address, including street and number, if any, of
20 its proposed registered office in this State, and the name of
21 its proposed registered agent in this State at such address.
22 (5) (Blank.) The names of the states and countries, if
23 any, in which it is admitted or qualified to transact
24 business.
25 (6) The purpose or purposes for which it was organized
26 which it proposes to pursue in the transaction of business in
27 this State.
28 (7) The names and respective residential addresses,
29 including street and number, or rural route number, of its
30 directors and officers.
31 (8) A statement of the aggregate number of shares which
32 it has authority to issue, itemized by classes, and series,
33 if any, within a class.
34 (9) A statement of the aggregate number of its issued
-48- LRB9206483REdvA
1 shares itemized by classes, and series, if any, within a
2 class.
3 (10) A statement of the amount of paid-in capital of the
4 corporation, as defined in this Act.
5 (11) An estimate, expressed in dollars, of the value of
6 all the property to be owned by it for the following year,
7 wherever located, and an estimate of the value of the
8 property to be located within this State during such year,
9 and an estimate, expressed in dollars, of the gross amount of
10 business which will be transacted by it during such year and
11 an estimate of the gross amount thereof which will be
12 transacted by it at or from places of business in this State
13 during such year.
14 (12) In the case of telegraph, telephone, cable,
15 railroad, or pipe line corporations, the total length of such
16 telephone, telegraph, cable, railroad, or pipe line and the
17 length of the line located in this State, and the total value
18 of such line and the value of such line in this State.
19 (13) Such additional information as may be necessary or
20 appropriate in order to enable the Secretary of State to
21 determine whether such corporation is entitled to be granted
22 a certificate of authority to transact business in this State
23 and to determine and assess the franchise taxes, fees, and
24 charges payable as in this Act prescribed.
25 (b) Such application shall be made on forms prescribed
26 and furnished by the Secretary of State.
27 (c) When the provisions of this Section have been
28 complied with, the Secretary of State shall file the
29 application for issue a certificate of authority.
30 (Source: P.A. 85-1269.)
31 (805 ILCS 5/13.20) (from Ch. 32, par. 13.20)
32 Sec. 13.20. Effect of certificate of authority. Upon the
33 filing of the application for issuance of a certificate of
-49- LRB9206483REdvA
1 authority by the Secretary of State, the corporation shall
2 have the right to transact business in this State for those
3 purposes set forth in its application, subject, however, to
4 the right of this State to revoke such right to transact
5 business in this State as provided in this Act.
6 (Source: P.A. 83-1025.)
7 (805 ILCS 5/13.25) (from Ch. 32, par. 13.25)
8 Sec. 13.25. Change of name by foreign corporation.
9 Whenever a foreign corporation which is admitted to transact
10 business in this State shall change its name to one under
11 which a certificate of authority to transact business in this
12 State would not be granted to it on application therefor, the
13 authority of such corporation to transact business in this
14 State shall be suspended and it shall not thereafter transact
15 any business in this State until it has changed its name to a
16 name which is available to it under the laws of this State or
17 until it has adopted an assumed corporate name in accordance
18 with Section 4.15 of this Act.
19 (Source: P.A. 83-1025.)
20 (805 ILCS 5/13.30) (from Ch. 32, par. 13.30)
21 Sec. 13.30. Amendment to articles of incorporation of
22 foreign corporation. Each foreign corporation authorized to
23 transact business in this State, whenever its articles of
24 incorporation are amended, shall forthwith file in the office
25 of the Secretary of State a copy of such amendment duly
26 authenticated by the proper officer of the State or country
27 under the laws of which such corporation is organized; but
28 the filing thereof shall not of itself enlarge or alter the
29 purpose or purposes which such corporation is authorized to
30 pursue in the transaction of business in this State, nor
31 authorize such corporation to transact business in this State
32 under any other name than the name set forth in its
-50- LRB9206483REdvA
1 application for certificate of authority, nor extend the
2 duration of its corporate existence.
3 (Source: P.A. 83-1025.)
4 (805 ILCS 5/13.35) (from Ch. 32, par. 13.35)
5 Sec. 13.35. Merger of foreign corporation authorized to
6 transact business in this state. Whenever a foreign
7 corporation authorized to transact business in this State
8 shall be a party to a statutory merger permitted by the laws
9 of the state or country under which it is organized, and such
10 corporation shall be the surviving corporation, it shall
11 forthwith file with the Secretary of State a copy of the
12 articles of merger duly authenticated by the proper officer
13 of the state or country under the laws of which such
14 statutory merger was effected; and it shall not be necessary
15 for such corporation to procure either a new or an amended
16 certificate of authority to transact business in this State
17 unless the name of such corporation or the duration of its
18 corporate existence be changed thereby or unless the
19 corporation desires to pursue in this State other or
20 additional purposes than those which it is then authorized to
21 transact in this State.
22 (Source: P.A. 83-1025.)
23 (805 ILCS 5/13.40) (from Ch. 32, par. 13.40)
24 Sec. 13.40. Amended certificate of authority. A foreign
25 corporation authorized to transact business in this State
26 shall secure an amended certificate of authority to do so in
27 the event it changes its corporate name, changes the duration
28 of its corporate existence, or desires to pursue in this
29 State other or additional purposes than those set forth in
30 its prior application for a certificate of authority, by
31 making application therefor to the Secretary of State.
32 The application shall set forth:
-51- LRB9206483REdvA
1 (1) The name of the corporation, with any additions
2 required in order to comply with Section 4.05 of this
3 Act, together with the state or country under the laws of
4 which it is organized.
5 (2) The change to be effected.
6 (Source: P.A. 88-151.)
7 (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
8 Sec. 13.45. Withdrawal of foreign corporation. A foreign
9 corporation authorized to transact business in this State may
10 withdraw from this State upon filing with procuring from the
11 Secretary of State an application for a certificate of
12 withdrawal. In order to procure such certificate of
13 withdrawal, the such foreign corporation shall either:
14 (a) execute and file in duplicate, in accordance
15 with Section 1.10 of this Act, an application for
16 withdrawal and a final report, which shall set forth:
17 (1) that no proportion of its issued shares
18 is, on the date of such application, represented by
19 business transacted or property located in this
20 State;.
21 (2) that it surrenders its authority to
22 transact business in this State;.
23 (3) that it revokes the authority of its
24 registered agent in this State to accept service of
25 process and consents that service of process in any
26 suit, action, or proceeding based upon any cause of
27 action arising in this State during the time the
28 corporation was licensed to transact business in
29 this State may thereafter be made on the such
30 corporation by service thereof on the Secretary of
31 State;.
32 (4) a post-office address to which may be
33 mailed a copy of any process against the corporation
-52- LRB9206483REdvA
1 that may be served on the Secretary of State;.
2 (5) the name of the corporation and the state
3 or country under the laws of which it is organized;.
4 (6) a statement of the aggregate number of
5 issued shares of the corporation itemized by
6 classes, and series, if any, within a class, as of
7 the date of the such final report;.
8 (7) a statement of the amount of paid-in
9 capital of the corporation as of the date of the
10 such final report; and.
11 (8) such additional information as may be
12 necessary or appropriate in order to enable the
13 Secretary of State to determine and assess any
14 unpaid fees or franchise taxes payable by the such
15 foreign corporation as prescribed in this Act
16 prescribed; or
17 (b) if it has been dissolved, file a copy of the
18 articles of dissolution duly authenticated by the proper
19 officer of the state or country under the laws of which
20 the such corporation was organized.
21 (c) The application for withdrawal and the final report
22 shall be made on forms prescribed and furnished by the
23 Secretary of State.
24 (d) When the corporation has complied with the provisions
25 of subdivision subsection (a) or (b) of this Section, the
26 Secretary of State shall file the application for issue a
27 certificate of withdrawal and mail a copy of the application
28 to the corporation or its representative. If the provisions
29 of subdivision subsection (b) of this Section have been
30 followed, the Secretary of State shall file the copy of the
31 articles of dissolution in his or her office with one copy of
32 the certificate of withdrawal affixed thereto, mail the
33 original certificate to the corporation or its
34 representative.
-53- LRB9206483REdvA
1 Upon the filing of the application for issuance of such
2 certificate of withdrawal or copy of the articles of
3 dissolution, the authority of the corporation to transact
4 business in this State shall cease.
5 (Source: P.A. 91-464, eff. 1-1-00; revised 3-21-00.)
6 (805 ILCS 5/13.50) (from Ch. 32, par. 13.50)
7 Sec. 13.50. Grounds for revocation of certificate of
8 authority. The certificate of authority of a foreign
9 corporation to transact business in this State may be revoked
10 by the Secretary of State:
11 (a) Upon the failure of an officer or director to whom
12 interrogatories have been propounded by the Secretary of
13 State as provided in this Act, to answer the same fully and
14 to file such answer in the office of the Secretary of State.
15 (b) If the answer to such interrogatories discloses, or
16 if the fact is otherwise ascertained, that the proportion of
17 the sum of the paid-in capital of such corporation
18 represented in this State is greater than the amount on which
19 such corporation has theretofore paid fees and franchise
20 taxes, and the deficiency therein is not paid.
21 (c) If the corporation for a period of one year has
22 transacted no business and has had no tangible property in
23 this State as revealed by its annual reports.
24 (d) Upon the failure of the corporation to keep on file
25 in the office of the Secretary of State duly authenticated
26 copies of each amendment to its articles of incorporation.
27 (e) Upon the failure of the corporation to appoint and
28 maintain a registered agent in this State.
29 (f) Upon the failure of the corporation to file for
30 record in the office of the recorder of the county in which
31 its registered office is situated, its certificate of
32 authority or any amended certificate of authority to transact
33 business in this State, or any appointment of registered
-54- LRB9206483REdvA
1 agent.
2 (g) Upon the failure of the corporation to file any
3 report after the period prescribed by this Act for the filing
4 of such report.
5 (h) Upon the failure of the corporation to pay any fees,
6 franchise taxes, or charges prescribed by this Act.
7 (i) For misrepresentation of any material matter in any
8 application, report, affidavit, or other document filed by
9 such corporation pursuant to this Act.
10 (j) Upon the failure of the corporation to renew its
11 assumed name or to apply to change its assumed name pursuant
12 to the provisions of this Act, when the corporation can only
13 transact business within this State under its assumed name in
14 accordance with the provisions of Section 4.05 of this Act.
15 (k) When under the provisions of the "Consumer Fraud and
16 Deceptive Business Practices Act" a court has found that the
17 corporation substantially and willfully violated such Act.
18 (Source: P.A. 83-1362.)
19 (805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
20 Sec. 13.55. Procedure for revocation of certificate of
21 authority. (a) After the Secretary of State determines that
22 one or more grounds exist under Section 13.50 for the
23 revocation of a certificate of authority of a foreign
24 corporation, he or she shall send by regular mail to each
25 delinquent corporation a Notice of Delinquency to its
26 registered office, or, if the corporation has failed to
27 maintain a registered office, then to the president or other
28 principal officer at the last known office of said officer.
29 (b) If the corporation does not correct the default
30 within 90 days following such notice, the Secretary of State
31 shall thereupon revoke the certificate of authority of the
32 corporation by issuing a certificate of revocation that
33 recites the grounds for revocation and its effective date.
-55- LRB9206483REdvA
1 The Secretary of State shall file the original of the
2 certificate in his or her office, mail one copy to the
3 corporation at its registered office and file one copy for
4 record in the office of the recorder of the county in which
5 the registered office of the corporation in this State is
6 situated, to be recorded by such recorder. The recorder shall
7 submit for payment to the Secretary of State, on a quarterly
8 basis, the amount of filing fees incurred.
9 (c) Upon the issuance of the certificate of revocation,
10 the authority of the corporation to transact business in this
11 State shall cease and such revoked corporation shall not
12 thereafter carry on any business in this State.
13 (Source: P.A. 85-1269.)
14 (805 ILCS 5/13.60) (from Ch. 32, par. 13.60)
15 Sec. 13.60. Reinstatement following revocation. (a) A
16 foreign corporation revoked under Section 13.55 may be
17 reinstated by the Secretary of State within five years
18 following the date of issuance of the certificate of
19 revocation upon:
20 (1) The filing of an application for reinstatement.
21 (2) The filing with the Secretary of State by the
22 corporation of all reports then due and theretofore becoming
23 due.
24 (3) The payment to the Secretary of State by the
25 corporation of all fees, franchise taxes, and penalties then
26 due and theretofore becoming due.
27 (b) The application for reinstatement shall be executed
28 and filed in duplicate in accordance with Section 1.10 of
29 this Act and shall set forth:
30 (1) The name of the corporation at the time of the
31 issuance of the certificate of revocation.
32 (2) If such name is not available for use as determined
33 by the Secretary of State at the time of filing the
-56- LRB9206483REdvA
1 application for reinstatement, the name of the corporation as
2 changed; provided, however, that any change of name is
3 properly effected pursuant to Section 13.30 and Section 13.40
4 of this Act.
5 (3) The date of the issuance of the certificate of
6 revocation.
7 (4) The address, including street and number, or rural
8 route number, of the registered office of the corporation
9 upon reinstatement thereof, and the name of its registered
10 agent at such address upon the reinstatement of the
11 corporation; provided, however, that any change from either
12 the registered office or the registered agent at the time of
13 revocation is properly reported pursuant to Section 5.10 of
14 this act.
15 (c) When a revoked corporation has complied with the
16 provisions of this Section, the Secretary of State shall file
17 the application for issue a certificate of reinstatement.
18 (d) Upon the filing of the application for issuance of
19 the certificate of reinstatement, the authority of the
20 corporation to transact business in this State shall be
21 deemed to have continued without interruption from the date
22 of the issuance of the certificate of revocation, and the
23 corporation shall stand revived as if its certificate of
24 authority had not been revoked; and all acts and proceedings
25 of its officers, directors and shareholders, acting or
26 purporting to act as such, which would have been legal and
27 valid but for such revocation, shall stand ratified and
28 confirmed.
29 (Source: P.A. 85-1269.)
30 (805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
31 Sec. 13.70. Transacting business without certificate of
32 authority.
33 (a) No foreign corporation transacting business in this
-57- LRB9206483REdvA
1 State without a certificate of authority to do so is
2 permitted to maintain a civil action in any court of this
3 State, until the corporation obtains that a certificate of
4 authority. Nor shall a civil action be maintained in any
5 court of this State by any successor or assignee of the
6 corporation on any right, claim or demand arising out of the
7 transaction of business by the corporation in this State,
8 until a certificate of authority to transact business in this
9 State is obtained by the corporation or by a corporation that
10 has acquired all or substantially all of its assets.
11 (b) The failure of a foreign corporation to obtain a
12 certificate of authority to transact business in this State
13 does not impair the validity of any contract or act of the
14 corporation, and does not prevent the corporation from
15 defending any action in any court of this State.
16 (c) A foreign corporation that transacts business in
17 this State without a certificate of authority is liable to
18 this State, for the years or parts thereof during which it
19 transacted business in this State without a certificate of
20 authority, in an amount equal to all fees, franchise taxes,
21 penalties and other charges that would have been imposed by
22 this Act upon the corporation had it duly applied for and
23 received a certificate of authority to transact business in
24 this State as required by this Act, but failed to pay the
25 franchise taxes that would have been computed thereon, and
26 thereafter filed all reports required by this Act; and, if a
27 corporation fails to file an application for obtain a
28 certificate of authority within 60 days after it commences
29 business in this State, in addition thereto it is liable for
30 a penalty of either 10% of the filing fee, license fee and
31 franchise taxes or $200 plus $5.00 for each month or fraction
32 thereof in which it has continued to transact business in
33 this State without a certificate of authority therefor,
34 whichever penalty is greater. The Attorney General shall
-58- LRB9206483REdvA
1 bring proceedings to recover all amounts due this State under
2 this Section.
3 (Source: P.A. 87-516.)
4 (805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
5 Sec. 14.05. Annual report of domestic or foreign
6 corporation. Each domestic corporation organized under any
7 general law or special act of this State authorizing the
8 corporation to issue shares, other than homestead
9 associations, building and loan associations, banks and
10 insurance companies (which includes a syndicate or limited
11 syndicate regulated under Article V 1/2 of the Illinois
12 Insurance Code or member of a group of underwriters regulated
13 under Article V of that Code), and each foreign corporation
14 (except members of a group of underwriters regulated under
15 Article V of the Illinois Insurance Code) authorized to
16 transact business in this State, shall file, within the time
17 prescribed by this Act, an annual report setting forth:
18 (a) The name of the corporation.
19 (b) The address, including street and number, or
20 rural route number, of its registered office in this
21 State, and the name of its registered agent at that
22 address and a statement of change of its registered
23 office or registered agent, or both, if any.
24 (c) The address, including street and number, or
25 rural route number, of its principal office.
26 (d) The names and respective residential addresses,
27 including street and number, or rural route number, of
28 its directors and officers.
29 (e) A statement of the aggregate number of shares
30 which the corporation has authority to issue, itemized by
31 classes and series, if any, within a class.
32 (f) A statement of the aggregate number of issued
33 shares, itemized by classes, and series, if any, within a
-59- LRB9206483REdvA
1 class.
2 (g) A statement, expressed in dollars, of the
3 amount of paid-in capital of the corporation as defined
4 in this Act.
5 (h) Either a statement that (1) all the property of
6 the corporation is located in this State and all of its
7 business is transacted at or from places of business in
8 this State, or the corporation elects to pay the annual
9 franchise tax on the basis of its entire paid-in capital,
10 or (2) a statement, expressed in dollars, of the value of
11 all the property owned by the corporation, wherever
12 located, and the value of the property located within
13 this State, and a statement, expressed in dollars, of the
14 gross amount of business transacted by the corporation
15 and the gross amount thereof transacted by the
16 corporation at or from places of business in this State
17 as of the close of its fiscal year on or immediately
18 preceding the last day of the third month prior to the
19 anniversary month or in the case of a corporation which
20 has established an extended filing month, as of the close
21 of its fiscal year on or immediately preceding the last
22 day of the third month prior to the extended filing
23 month; however, in the case of a domestic corporation
24 that has not completed its first fiscal year, the
25 statement with respect to property owned shall be as of
26 the last day of the third month preceding the anniversary
27 month and the statement with respect to business
28 transacted shall be furnished for the period between the
29 date of incorporation and the last day of the third month
30 preceding the anniversary month. In the case of a
31 foreign corporation that has not been authorized to
32 transact business in this State for a period of 12 months
33 and has not commenced transacting business prior to
34 obtaining a certificate of authority, the statement with
-60- LRB9206483REdvA
1 respect to property owned shall be as of the last day of
2 the third month preceding the anniversary month and the
3 statement with respect to business transacted shall be
4 furnished for the period between the date of its
5 authorization to transact business in this State and the
6 last day of the third month preceding the anniversary
7 month. If the data referenced in item (2) of this
8 subsection is not completed, the franchise tax provided
9 for in this Act shall be computed on the basis of the
10 entire paid-in capital.
11 (i) A statement, including the basis therefor, of
12 status as a "minority owned business" or as a "female
13 owned business" as those terms are defined in the
14 Minority and Female Business Enterprise for Minorities,
15 Females, and Persons with Disabilities Act.
16 (j) Additional information as may be necessary or
17 appropriate in order to enable the Secretary of State to
18 administer this Act and to verify the proper amount of
19 fees and franchise taxes payable by the corporation.
20 The annual report shall be made on forms prescribed and
21 furnished by the Secretary of State, and the information
22 therein required by paragraphs (a) through (d), both
23 inclusive, of this Section, shall be given as of the date of
24 the execution of the annual report and the information
25 therein required by paragraphs (e), (f) and (g) of this
26 Section shall be given as of the last day of the third month
27 preceding the anniversary month, except that the information
28 required by paragraphs (e), (f) and (g) shall, in the case of
29 a corporation which has established an extended filing month,
30 be given in its final transition annual report and each
31 subsequent annual report as of the close of its fiscal year
32 immediately preceding its extended filing month. It shall be
33 executed by the corporation by its president, a
34 vice-president, secretary, assistant secretary, treasurer or
-61- LRB9206483REdvA
1 other officer duly authorized by the board of directors of
2 the corporation to execute those reports, and verified by him
3 or her, or, if the corporation is in the hands of a receiver
4 or trustee, it shall be executed on behalf of the corporation
5 and verified by the receiver or trustee.
6 (Source: P.A. 91-593, eff. 8-14-99; revised 8-23-99.)
7 (805 ILCS 5/14.35) (from Ch. 32, par. 14.35)
8 Sec. 14.35. Report following merger or consolidation.
9 (a) Whenever a domestic corporation or a foreign
10 corporation authorized to transact business in this State is
11 the surviving corporation in a statutory merger or whenever a
12 domestic corporation is the new corporation in a
13 consolidation, it shall, within 60 days after the effective
14 date of the event, if the effective date occurs after both
15 December 31, 1990 and the last day of the third month
16 immediately preceding its anniversary month in 1991, execute
17 and file in accordance with Section 1.10 of this Act, a
18 report setting forth:
19 (1) The name of the corporation and the state or
20 country under the laws of which it is organized.
21 (2) A description of the merger or consolidation.
22 (3) A statement itemized by classes and series, if
23 any, within a class of the aggregate number of issued
24 shares of the corporation as last reported to the
25 Secretary of State in any document required to be filed
26 by this Act, other than an annual report, interim annual
27 report, or final transition annual report.
28 (4) A statement itemized by classes and series, if
29 any, within a class of the aggregate number of issued
30 shares of the corporation after giving effect to the
31 change.
32 (5) A statement, expressed in dollars, of the
33 amount of paid-in capital of the corporation as last
-62- LRB9206483REdvA
1 reported to the Secretary of State in any document
2 required to be filed by this Act, other than an annual
3 report, interim annual report, or final transition annual
4 report.
5 (6) A statement, expressed in dollars, of the
6 amount of paid-in capital of the corporation after giving
7 effect to the merger or consolidation, which amount,
8 except as provided in subsection (f) of Section 9.20 of
9 this Act, must be at least equal to the sum of the
10 paid-in capital amounts of the merged or consolidated
11 corporations before the event.
12 (7) Additional information concerning each of the
13 constituent corporations that was a party to a merger or
14 consolidation as may be necessary or appropriate to
15 verify the proper amount of fees and franchise taxes
16 payable by the corporation.
17 (b) The report shall be made on forms prescribed and
18 furnished by the Secretary of State.
19 (Source: P.A. 91-464, eff. 1-1-00.)
20 (805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
21 Sec. 15.10. Fees for filing documents and issuing
22 certificates. The Secretary of State shall charge and collect
23 for:
24 (a) Filing articles of incorporation and issuing a
25 certificate of incorporation, $75.
26 (b) Filing articles of amendment and issuing a
27 certificate of amendment, $25, unless the amendment is a
28 restatement of the articles of incorporation, in which case
29 the fee shall be $100.
30 (c) Filing articles of merger or consolidation and
31 issuing a certificate of merger or consolidation, $100, but
32 if the merger or consolidation involves more than 2
33 corporations, $50 for each additional corporation.
-63- LRB9206483REdvA
1 (d) Filing articles of share exchange and issuing a
2 certificate of exchange, $100.
3 (e) Filing articles of dissolution, $5.
4 (f) Filing application to reserve a corporate name, $25.
5 (g) Filing a notice of transfer of a reserved corporate
6 name, $25.
7 (h) Filing statement of change of address of registered
8 office or change of registered agent, or both, if other than
9 on an annual report, $5.
10 (i) Filing statement of the establishment of a series of
11 shares, $25.
12 (j) Filing an application of a foreign corporation for
13 certificate of authority to transact business in this State
14 and issuing a certificate of authority, $75.
15 (k) Filing an application of a foreign corporation for
16 amended certificate of authority to transact business in this
17 State and issuing an amended certificate of authority, $25.
18 (l) Filing a copy of amendment to the articles of
19 incorporation of a foreign corporation holding a certificate
20 of authority to transact business in this State, $25, unless
21 the amendment is a restatement of the articles of
22 incorporation, in which case the fee shall be $100.
23 (m) Filing a copy of articles of merger of a foreign
24 corporation holding a certificate of authority to transact
25 business in this State, $100, but if the merger involves more
26 than 2 corporations, $50 for each additional corporation.
27 (n) Filing an application for withdrawal and final
28 report or a copy of articles of dissolution of a foreign
29 corporation and issuing a certificate of withdrawal, $25.
30 (o) Filing an annual report, interim annual report, or
31 final transition annual report of a domestic or foreign
32 corporation, $25.
33 (p) Filing an application for reinstatement of a
34 domestic or a foreign corporation and issuing a certificate
-64- LRB9206483REdvA
1 of reinstatement, $100.
2 (q) Filing an application for use of an assumed
3 corporate name, $150 $20 plus $2.50 for each year month or
4 part thereof ending in 0 or 5, $120 for each year or part
5 thereof ending in 1 or 6, $90 for each year or part thereof
6 ending in 2 or 7, $60 for each year or part thereof ending in
7 3 or 8, $30 for each year or part thereof ending in 4 or 9,
8 between the date of filing the application and the date of
9 the renewal of the assumed corporate name; and a renewal fee
10 for each assumed corporate name, $150.
11 (r) To change an assumed corporate name for the period
12 remaining until the renewal date of the original assumed
13 name, $25.
14 (s) Filing an application for cancellation of an assumed
15 corporate name, $5.
16 (t) Filing an application to register the corporate name
17 of a foreign corporation, $50; and an annual renewal fee for
18 the registered name, $50.
19 (u) Filing an application for cancellation of a
20 registered name of a foreign corporation, $25.
21 (v) Filing a statement of correction, $25.
22 (w) Filing a petition for refund or adjustment, $5.
23 (x) Filing a statement of election of an extended filing
24 month, $25.
25 (y) Filing any other statement or report, $5.
26 (Source: P.A. 88-691, eff. 1-24-95; 89-503, eff. 1-1-97.)
27 (805 ILCS 5/15.50) (from Ch. 32, par. 15.50)
28 Sec. 15.50. License fees payable by foreign
29 corporations. For the privilege of exercising its authority
30 to transact business in this State as set out in its
31 application therefor or any amendment thereto, the Secretary
32 of State shall charge and collect from each foreign
33 corporation the following license fees, computed on the basis
-65- LRB9206483REdvA
1 and at the rates prescribed in this Act:
2 (a) An initial license fee at the time of filing its
3 application for a certificate of authority to transact
4 business in this State whenever the application indicates the
5 corporation commenced transacting business prior to January
6 1, 1991.
7 (b) Except as otherwise provided in paragraph (e) of
8 this Section, an additional license fee at the time of filing
9 (1) a report of the issuance of additional shares, or (2) a
10 report of an increase in paid-in capital without the issuance
11 of shares, or (3) a report of cumulative changes in paid-in
12 capital or of an exchange or reclassification of shares,
13 whenever the report discloses an increase in the amount
14 represented in this State of its paid-in capital over the
15 greatest amount thereof theretofore reported in any document
16 required by this Act to be filed in the office of the
17 Secretary of State.
18 (c) Except as otherwise provided in paragraph (e) of
19 this Section, whenever the corporation shall be a party to a
20 statutory merger and shall be the surviving corporation, an
21 additional license fee at the time of filing its report of
22 paid-in capital following the merger, if the report discloses
23 that the amount represented in this State of its paid-in
24 capital immediately after the merger is greater than the
25 aggregate of the amounts represented in this State of the
26 paid-in capital of all of the merged corporations.
27 (d) Except as otherwise provided in paragraph (e) of
28 this Section, an additional license fee payable with the
29 annual franchise tax each year in which the corporation is
30 required by this Act to file an annual report whenever the
31 report discloses an increase in the amount represented in
32 this State of its paid-in capital over the amount previously
33 determined to be represented in this State in accordance with
34 the provisions of this Act.
-66- LRB9206483REdvA
1 (e) The additional license fee referred to in paragraphs
2 (b), (c) and (d) of this Section shall not be payable with
3 respect to issuances of shares or increases in paid-in
4 capital that occur subsequent to both December 31, 1990 and
5 the last day of the third month immediately preceding the
6 anniversary month of a foreign corporation in 1991 or to an
7 increase in the amount represented in this State of its
8 paid-in capital over the amount previously determined to be
9 represented in this State in accordance with the provisions
10 of this Act.
11 (Source: P.A. 86-985; 86-1217; 87-516.)
12 (805 ILCS 5/15.55) (from Ch. 32, par. 15.55)
13 Sec. 15.55. Basis of computation of license fee payable
14 by foreign corporations.
15 (a) The basis for the initial license fee payable by a
16 foreign corporation shall be the amount represented in this
17 State, determined in accordance with the provisions of this
18 Section, of its paid-in capital whenever the application for
19 a certificate of authority indicates the corporation
20 commenced transacting business in this State prior to January
21 1, 1991.
22 (b) The basis for an additional license fee payable by a
23 foreign corporation, except in the case of a statutory
24 merger, shall be the increased amount represented in this
25 State, determined in accordance with the provisions of this
26 Section, of its paid-in capital as disclosed by the annual
27 report, by any report of issuance of additional shares, or of
28 an increase in paid-in capital without the issuance of
29 shares, or of an exchange or reclassification of shares, or
30 of cumulative changes in paid-in capital, but the basis shall
31 not include any increases in its paid-in capital represented
32 in this State that occur after both December 31, 1990 and
33 the last day of the third month immediately preceding its
-67- LRB9206483REdvA
1 anniversary month in 1991.
2 (c) Whenever a foreign corporation shall be a party to a
3 statutory merger that becomes effective either prior to
4 January 1, 1991 or on or prior to the last day of the third
5 month immediately preceding the surviving corporation's
6 anniversary month in 1991 and shall be the surviving
7 corporation, the basis for an additional license fee shall be
8 the increased amount represented in this State, determined in
9 accordance with the provisions of this Section, of the
10 paid-in capital of the surviving corporation immediately
11 after the merger over the aggregate of the amounts
12 represented in this State of the paid-in capital of the
13 merged corporations.
14 (d) For the purpose of determining the amount
15 represented in this State of the paid-in capital of a foreign
16 corporation that shall be a party to a statutory merger that
17 becomes effective either prior to January 1, 1991 or on or
18 prior to the last day of the third month immediately
19 preceding the surviving corporation's anniversary month in
20 1991, the amount represented in this State shall be that
21 proportion of its paid-in capital that the sum of (1) the
22 value of its property located in this State and (2) the gross
23 amount of business transacted by it at or from places of
24 business in this State bears to the sum of (1) the value of
25 all of its property, wherever located, and (2) the gross
26 amount of its business, wherever transacted.
27 (e) The proportion represented in this State of the
28 paid-in capital of a foreign corporation shall be determined
29 from information contained in the latest annual report of the
30 corporation on file on the date the particular increase in
31 paid-in capital is shown to have been made, or, if no annual
32 report was on file on the date of the increase, from
33 information contained in the application of the corporation
34 for a certificate of authority to transact business in this
-68- LRB9206483REdvA
1 State, or, in case of a merger that becomes effective either
2 prior to January 1, 1991 or on or prior to the last day of
3 the third month immediately preceding the surviving
4 corporation's anniversary month in 1991, from information
5 contained in the report of the surviving corporation of the
6 amount of its paid-in capital following the merger.
7 (f) No basis under this Section may consist of any
8 redeemable preference shares sold to the United States
9 Secretary of Transportation under Sections 505 and 506 of
10 Public Law 94-210.
11 (Source: P.A. 86-985; 86-1217.)
12 (805 ILCS 5/15.65) (from Ch. 32, par. 15.65)
13 Sec. 15.65. Franchise taxes payable by foreign
14 corporations. For the privilege of exercising its authority
15 to transact such business in this State as set out in its
16 application therefor or any amendment thereto, each foreign
17 corporation shall pay to the Secretary of State the following
18 franchise taxes, computed on the basis, at the rates and for
19 the periods prescribed in this Act:
20 (a) An initial franchise tax at the time of filing its
21 application for a certificate of authority to transact
22 business in this State.
23 (b) An additional franchise tax at the time of filing
24 (1) a report of the issuance of additional shares, or (2) a
25 report of an increase in paid-in capital without the issuance
26 of shares, or (3) a report of cumulative changes in paid-in
27 capital or a report of an exchange or reclassification of
28 shares, whenever any such report discloses an increase in its
29 paid-in capital over the amount thereof last reported in any
30 document, other than an annual report, interim annual report
31 or final transition annual report, required by this Act to be
32 filed in the office of the Secretary of State.
33 (c) Whenever the corporation shall be a party to a
-69- LRB9206483REdvA
1 statutory merger and shall be the surviving corporation, an
2 additional franchise tax at the time of filing its report of
3 paid-in capital or of cumulative changes in paid-in capital
4 following the merger, if such report discloses that the
5 amount represented in this State of its paid-in capital
6 immediately after the merger is greater than the aggregate of
7 the amounts represented in this State of the paid-in capital
8 of such of the merged corporations as were authorized to
9 transact business in this State at the time of the merger, as
10 last reported by them in any documents, other than annual
11 reports, required by this Act to be filed in the office of
12 the Secretary of State; and in addition, the surviving
13 corporation shall be liable for a further additional
14 franchise tax on the paid-in capital of each of the merged
15 corporations as last reported by them in any document, other
16 than an annual report, required by this Act to be filed with
17 the Secretary of State, from their taxable year end to the
18 next succeeding anniversary month or, in the case of a
19 corporation which has established an extended filing month,
20 the extended filing month of the surviving corporation;
21 however if the taxable year ends within the 2 month period
22 immediately preceding the anniversary month or the extended
23 filing month of the surviving corporation, the tax will be
24 computed to the anniversary or, extended filing month of the
25 surviving corporation in the next succeeding calendar year.
26 (d) An annual franchise tax payable each year with any
27 annual report which the corporation is required by this Act
28 to file.
29 (Source: P.A. 86-985.)
30 (805 ILCS 5/15.70) (from Ch. 32, par. 15.70)
31 Sec. 15.70. Basis for computation of franchise taxes
32 payable by foreign corporations.
33 (a) The basis for the initial franchise tax payable by a
-70- LRB9206483REdvA
1 foreign corporation shall be the amount represented in this
2 State, determined in accordance with the provisions of this
3 Section, of its paid-in capital as disclosed by its
4 application for a certificate of authority to transact
5 business in this State.
6 (b) The basis for an additional franchise tax payable by
7 a corporation, except in the case of a statutory merger,
8 shall be the increased amount represented in this State,
9 determined in accordance with the provisions of this Section,
10 of its paid-in capital as disclosed by any report of issuance
11 of additional shares, or of an increase in paid-in capital
12 without the issuance of shares, or of an exchange or
13 reclassification of shares, or of cumulative changes in
14 paid-in capital.
15 (c) Whenever a foreign corporation shall be a party to a
16 statutory merger and shall be the surviving corporation, the
17 basis for an additional franchise tax shall be the increased
18 amount represented in this State, determined in accordance
19 with the provisions of this Section, of the paid-in capital
20 of the surviving corporation immediately after the merger
21 over the aggregate of the amounts represented in this State
22 of the paid-in capital of the merged corporations; provided,
23 however, the basis for a further additional franchise tax
24 payable by the surviving corporation shall be determined in
25 accordance with the provisions of this Section, on the
26 paid-in capital of each of the merged corporations from its
27 taxable year end to the next succeeding anniversary month or,
28 in the case of a corporation that has established an extended
29 filing month, the extended filing month of the surviving
30 corporation; however if the taxable year ends within the 2
31 month period immediately preceding the anniversary month or,
32 in the case of a corporation that has established an extended
33 filing month, the extended filing month of the surviving
34 corporation, the tax shall be computed to the anniversary
-71- LRB9206483REdvA
1 month or, in the case of a corporation that has established
2 an extended filing month, the extended filing month of the
3 surviving corporation in the next succeeding calendar year.
4 (d) The basis for the annual franchise tax payable by a
5 foreign corporation shall be the amount represented in this
6 State, determined in accordance with the provisions of this
7 Section, of its paid-in capital on the last day of the third
8 month preceding the anniversary month or, in the case of a
9 corporation that has established an extended filing month, on
10 the last day of the corporation's fiscal year preceding the
11 extended filing month.
12 (e) The amount represented in this State of the paid-in
13 capital of a foreign corporation shall be that proportion of
14 its paid-in capital that the sum of (1) the value of its
15 property located in this State and (2) the gross amount of
16 business transacted by it at or from places of business in
17 this State bears to the sum of (1) the value of all of its
18 property, wherever located, and (2) the gross amount of its
19 business, wherever transacted, except as follows:
20 (1) If the corporation elects in its annual report
21 in any year to pay its franchise tax upon its entire
22 paid-in capital, all franchise taxes accruing against the
23 corporation for that taxable year shall be computed
24 accordingly until the corporation elects otherwise in an
25 annual report for a subsequent year.
26 (2) If the corporation fails to file its annual
27 report in any year within the time prescribed by this
28 Act, the proportion of its paid-in capital represented in
29 this State shall be deemed to be its entire paid-in
30 capital, unless its annual report is thereafter filed and
31 its franchise taxes are thereafter adjusted by the
32 Secretary of State in accordance with the provisions of
33 this Act, in which case the proportion shall likewise be
34 adjusted to the same proportion that would have prevailed
-72- LRB9206483REdvA
1 if the corporation had filed its annual report within the
2 time prescribed by this Act.
3 (3) In the case of a statutory merger that becomes
4 effective either prior to January 1, 1991 or on or prior
5 to the last day of the third month preceding the
6 corporation's anniversary month in 1991, the amount of
7 the paid-in capital represented in this State of the
8 surviving corporation immediately after the merger, until
9 the filing of the next annual report of such corporation,
10 shall be deemed to be that proportion of the paid-in
11 capital of the surviving corporation that the aggregate
12 amounts represented in this State of the sum of the
13 paid-in capital of the merged corporations, separately
14 determined, bore to the total of the sum of the paid-in
15 capital of all of the merged corporations immediately
16 prior to the merger.
17 (f) For increases in paid-in capital that occur either
18 prior to January 1, 1991 or on or prior to the last day of
19 the third month preceding the corporation's anniversary month
20 in 1991, the proportion represented in this State of the
21 paid-in capital of a foreign corporation shall be determined
22 from information contained in the latest annual report of the
23 corporation on file on the date the particular increase in
24 paid-in capital is shown to have been made, or, if no annual
25 report was on file on the date of the increase, from
26 information contained in its application for a certificate of
27 authority to transact business in this State, or, in case of
28 a merger that becomes effective either prior to January 1,
29 1991 or on or prior to the last day of the third month
30 preceding the surviving corporation's anniversary month in
31 1991, from information contained in the report of the
32 surviving corporation of the amount of its paid-in capital
33 following the merger. For changes in paid-in capital that
34 occur after both December 31, 1990 and the last day of such
-73- LRB9206483REdvA
1 third month, the proportion represented in this State of the
2 paid-in capital of a corporation shall be determined from
3 information contained in the latest annual report of the
4 corporation for the taxable period in which the particular
5 increase in paid-in capital is shown to have been made or, if
6 no annual report was on file on the date of the increase,
7 from information contained in its application for certificate
8 of authority to transact business in Illinois.
9 (g) No basis under this Section may consist of any
10 redeemable preference shares sold to the United States
11 Secretary of Transportation under Sections 505 and 506 of
12 Public Law 94-210.
13 (Source: P.A. 91-464, eff. 1-1-00.)
14 (805 ILCS 5/15.75) (from Ch. 32, par. 15.75)
15 Sec. 15.75. Rate of franchise taxes payable by foreign
16 corporations.
17 (a) The annual franchise tax payable by each foreign
18 corporation shall be computed at the rate of 1/12 of 1/10 of
19 1% for each calendar month or fraction thereof for the period
20 commencing on the first day of July 1983 to the first day of
21 the anniversary month in 1984, but in no event shall the
22 amount of the annual franchise tax be less than $2.083333 per
23 month based on a minimum of $25 per annum or more than
24 $83,333.333333 per month, thereafter, the annual franchise
25 tax payable by each foreign corporation shall be computed at
26 the rate of 1/10 of 1% for the 12-months' period commencing
27 on the first day of the anniversary month or, in the case of
28 a corporation that has established an extended filing month,
29 the extended filing month of the corporation, but in no event
30 shall the amount of the annual franchise tax be less than $25
31 nor more than $1,000,000 per annum.
32 (b) The annual franchise tax payable by each foreign
33 corporation at the time of filing a statement of election and
-74- LRB9206483REdvA
1 interim annual report shall be computed at the rate of 1/10
2 of 1% for the 12 month period commencing on the first day of
3 the anniversary month of the corporation next following the
4 filing, but in no event shall the amount of the annual
5 franchise tax be less than $25 nor more than $1,000,000 per
6 annum.
7 (c) 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
10 of paid-in capital represented in this State as shown in the
11 final transition annual report multiplied by (ii) the number
12 of months commencing with the anniversary month next
13 following the filing of the statement of election until, but
14 excluding, the second extended filing month, less the annual
15 franchise tax theretofore paid at the time of filing the
16 statement of election, but in no event shall the amount of
17 the annual franchise tax be less than $2.083333 per month
18 based on a minimum of $25 per annum or more than
19 $83,333.333333 per month.
20 (d) The initial franchise tax payable after January 1,
21 1983, but prior to January 1, 1991, by each foreign
22 corporation shall be computed at the rate of 1/10 of 1% for
23 the 12 months' period commencing on the first day of the
24 anniversary month in which the application for certificate of
25 authority is filed by issued to the corporation under Section
26 13.15 of this Act, but in no event shall the franchise tax be
27 less than $25 nor more than $1,000,000 per annum. Except in
28 the case of a foreign corporation that has begun transacting
29 business in Illinois prior to January 1, 1991, the initial
30 franchise tax payable on or after January 1, 1991, by each
31 foreign corporation, shall be computed at the rate of 15/100
32 of 1% for the 12 month period commencing on the first day of
33 the anniversary month in which the application for
34 certificate of authority is filed by issued to the
-75- LRB9206483REdvA
1 corporation under Section 13.15 of this Act, but in no event
2 shall the franchise tax be less than $25 nor more than
3 $1,000,000 per annum plus 1/20 of 1% of the basis therefor.
4 (e) Whenever the application for the certificate of
5 authority indicates that the corporation commenced
6 transacting business:
7 (1) prior to January 1, 1991, the initial franchise
8 tax shall be computed at the rate of 1/12 of 1/10 of 1%
9 for each calendar month; or
10 (2) after December 31, 1990, the initial franchise
11 tax shall be computed at the rate of 1/12 of 15/100 of 1%
12 for each calendar month.
13 (f) Each additional franchise tax payable by each
14 foreign corporation for the period beginning January 1, 1983
15 through December 31, 1983 shall be computed at the rate of
16 1/12 of 1/10 of 1% for each calendar month or fraction
17 thereof between the date of each respective increase in its
18 paid-in capital and its anniversary month in 1984; thereafter
19 until the last day of the month that is both after December
20 31, 1990 and the third month immediately preceding the
21 anniversary month in 1991, each additional franchise tax
22 payable by each foreign corporation shall be computed at the
23 rate of 1/12 of 1/10 of 1% for each calendar month, or
24 fraction thereof, between the date of each respective
25 increase in its paid-in capital and its next anniversary
26 month; however, if the increase occurs within the 2 month
27 period immediately preceding the anniversary month, the tax
28 shall be computed to the anniversary month of the next
29 succeeding calendar year. Commencing with increases in
30 paid-in capital that occur subsequent to both December 31,
31 1990 and the last day of the third month immediately
32 preceding the anniversary month in 1991, the additional
33 franchise tax payable by a foreign corporation shall be
34 computed at the rate of 15/100 of 1%.
-76- LRB9206483REdvA
1 (Source: P.A. 91-464, eff. 1-1-00.)
2 (805 ILCS 5/15.95) (from Ch. 32, par. 15.95)
3 Sec. 15.95. Department of Business Services Special
4 Operations Fund. Division of Corporations Special Operations
5 Fund.
6 (a) A special fund in the State treasury known as the
7 Division of Corporations Special Operations Fund is renamed
8 the Department of Business Services Special Operations Fund.
9 Moneys deposited into the Fund shall, subject to
10 appropriation, be used by the Department of Business Services
11 of the Office of the Secretary of State, hereinafter
12 "Department", to create and maintain the capability to
13 perform expedited services in response to special requests
14 made by the public for same day or 24 hour service. Moneys
15 deposited into the Fund shall be used for, but not limited
16 to, expenditures for personal services, retirement, social
17 security, contractual services, equipment, electronic data
18 processing, and telecommunications.
19 (b) The balance in the Fund at the end of any fiscal
20 year shall not exceed $400,000 and any amount in excess
21 thereof shall be transferred to the General Revenue Fund.
22 (c) All fees payable to the Secretary of State under
23 this Section shall be deposited into the Fund. No other fees
24 or taxes collected under this Act shall be deposited into the
25 Fund.
26 (d) "Expedited services" means services rendered within
27 the same day, or within 24 hours from the time, the request
28 therefor is submitted by the filer, law firm, service
29 company, or messenger physically in person or, at the
30 Secretary of State's discretion, by electronic means, to the
31 Department's Springfield Office and includes requests for
32 certified copies, photocopies, and certificates of good
33 standing or fact made to the Department's Springfield Office
-77- LRB9206483REdvA
1 in person or by telephone, or requests for certificates of
2 good standing or fact made in person or by telephone to the
3 Department's Chicago Office.
4 (e) Fees for expedited services shall be as follows:
5 Restatement of articles, $100;
6 Merger, consolidation or exchange, $100;
7 Articles of incorporation, $50;
8 Articles of amendment, $50;
9 Revocation of dissolution, $50;
10 Reinstatement, $50;
11 Application for Certificate of authority, $50;
12 Cumulative report of changes in issued shares or paid-in
13 capital, $50;
14 Report following merger or consolidation, $50;
15 Certificate of good standing or fact, $10;
16 All other filings, copies of documents, annual reports
17 for the 3 preceding years, and copies of documents of
18 dissolved or revoked corporations having a file number over
19 5199, $25.
20 (f) Expedited services shall not be available for a
21 statement of correction, a petition for refund or adjustment,
22 or a request involving more than 3 year's annual reports or
23 involving dissolved corporations with a file number below
24 5200.
25 (Source: P.A. 91-463, eff. 1-1-00.)
26 Section 10. The General Not For Profit Corporation Act
27 of 1986 is amended by changing Sections 101.10, 101.75,
28 101.80, 102.10, 102.15, 102.20, 102.35, 103.05, 104.05,
29 105.05, 105.10, 105.20, 105.25, 105.30, 108.75, 110.30,
30 110.35, 111.25, 111.40, 111.45, 112.20, 112.25, 112.35,
31 112.45, 112.80, 113.05, 113.10, 113.15, 113.20, 113.25,
32 113.30, 113.35, 113.40, 113.45, 113.50, 113.55, 113.60,
33 113.65, 113.70, 114.05, 115.05, 115.10, and 115.20 as
-78- LRB9206483REdvA
1 follows:
2 (805 ILCS 105/101.10) (from Ch. 32, par. 101.10)
3 Sec. 101.10. Forms, execution, acknowledgment and
4 filing. (a) All reports required by this Act to be filed in
5 the office of the Secretary of State shall be made on forms
6 which shall be prescribed and furnished by the Secretary of
7 State. Forms for all other documents to be filed in the
8 office of the Secretary of State shall be furnished by the
9 Secretary of State on request therefor, but the use thereof,
10 unless otherwise specifically prescribed in this Act, shall
11 not be mandatory.
12 (b) Whenever any provision of this Act specifically
13 requires any document to be executed by the corporation in
14 accordance with this Section, unless otherwise specifically
15 stated in this Act and subject to any additional provisions
16 of this Act, such document shall be executed, in ink, as
17 follows:
18 (1) The articles of incorporation shall be signed by the
19 incorporator or incorporators.
20 (2) All other documents shall be signed:
21 (i) By the president, a vice-president, the secretary,
22 an assistant secretary, the treasurer, or other officer duly
23 authorized by the board of directors of the corporation to
24 execute the document; or (i) By the president or a
25 vice-president and verified by him or her, and attested by
26 the secretary or an assistant secretary (or by such officers
27 as may be duly authorized to exercise the duties,
28 respectively, ordinarily exercised by the president or
29 vice-president and by the secretary or assistant secretary of
30 a corporation); or
31 (ii) If it shall appear from the document that there are
32 no such officers, then by a majority of the directors or by
33 such directors as may be designated by the board; or
-79- LRB9206483REdvA
1 (iii) If it shall appear from the document that there
2 are no such officers or directors, then by the members, or
3 such of them as may be designated by the members at a lawful
4 meeting; or
5 (iv) If the corporate assets are in the possession of a
6 receiver, trustee or other court-appointed officer, then by
7 the fiduciary or the majority of them if there are more than
8 one.
9 (c) The name of a person signing the document and the
10 capacity in which he or she signs shall be stated beneath or
11 opposite his or her signature.
12 (d) Whenever any provision of this Act requires any
13 document to be verified, such requirement is satisfied by
14 either:
15 (1) The formal acknowledgment by the person or one of
16 the persons signing the instrument that it is his or her act
17 and deed or the act and deed of the corporation, as the case
18 may be, and that the facts stated therein are true. Such
19 acknowledgment shall be made before a person who is
20 authorized by the law of the place of execution to take
21 acknowledgments of deeds and who, if he or she has a seal of
22 office, shall affix it to the instrument; or
23 (2) The signature, without more, of the person or
24 persons signing the instrument, in which case such signature
25 or signatures shall constitute the affirmation or
26 acknowledgment of the signatory, under penalties of perjury,
27 that the instrument is his or her act and deed or the act and
28 deed of the corporation, as the case may be, and that the
29 facts stated therein are true.
30 (e) Whenever any provision of this Act requires any
31 document to be filed with the Secretary of State or in
32 accordance with this Section, such requirement means that:
33 (1) The original signed document, and if in duplicate as
34 provided by this Act, one true copy, which may be signed, or
-80- LRB9206483REdvA
1 carbon or photocopy shall be delivered to the office of the
2 Secretary of State.
3 (2) All fees and charges authorized by law to be
4 collected by the Secretary of State in connection with the
5 filing of the document shall be tendered to the Secretary of
6 State.
7 (3) If the Secretary of State finds that the document
8 conforms to law, he or she shall, when all fees and charges
9 have been paid as in this Act prescribed:
10 (i) Endorse on the original and on the true copy, if
11 any, the word "filed" and the month, day and year thereof;
12 (ii) File the original in his or her office;
13 (iii) (Blank) Where so provided by this Act, issue a
14 certificate or certificates, as the case may be, to which he
15 or she shall affix the true copy; and
16 (iv) If the filing is in duplicate, he or she shall
17 return the copy, with a certificate, if any, affixed thereto,
18 to the corporation or its representative who shall file it
19 for record in the office of the Recorder of the county in
20 which the registered office of the corporation is situated in
21 this State within 15 days after the mailing thereof by the
22 Secretary of State, unless such document cannot with
23 reasonable diligence be filed within such time, in which case
24 it shall be filed as soon thereafter as may be reasonably
25 possible. Upon filing any document in the office of the
26 Recorder, as provided in this subparagraph, the corporation
27 or its representative shall pay to the office of the Recorder
28 the appropriate filing or recording fee imposed by law.
29 (f) If another Section of this Act specifically
30 prescribes a manner of filing or executing a specified
31 document which differs from the corresponding provisions of
32 this Section, then the provisions of such other Section shall
33 govern.
34 (Source: P.A. 84-1423.)
-81- LRB9206483REdvA
1 (805 ILCS 105/101.75) (from Ch. 32, par. 101.75)
2 Sec. 101.75. Election to Accept Act.
3 (a) Any not-for-profit corporation without shares or
4 capital stock heretofore organized under any General Law or
5 created by Special Act of the Legislature of this State, or
6 any corporation having shares or capital stock organized
7 under any General Law or created by Special Act of the
8 Legislature of this State prior to the adoption of the
9 Constitution of 1870, for a purpose or purposes for which a
10 corporation may be organized under this Act, or any
11 corporation formed for religious purposes under An Act
12 Concerning Corporations, effective July 1, 1872, as amended,
13 may elect to accept this Act in the following manner:
14 (1) Unless the articles of incorporation or the
15 equivalent or the bylaws provide otherwise, where there are
16 members or shareholders entitled to vote, the board of
17 directors shall adopt a resolution recommending that the
18 corporation accept this Act and directing that the question
19 of such acceptance be submitted to a vote at a meeting of the
20 members or shareholders entitled to vote, which may be either
21 an annual or a special meeting. The members or shareholders
22 entitled to vote may elect that such corporation accept this
23 Act by the affirmative vote of at least two-thirds of the
24 votes present and voted either in person or by proxy.
25 (2) Unless the articles of incorporation or the
26 equivalent or the bylaws provide otherwise, where there are
27 no members or shareholders having voting rights, election to
28 accept this Act may be made at a meeting of the board of
29 directors pursuant to a majority vote of the directors
30 present and voting at a meeting at which a quorum is present.
31 (b) Upon complying with Subsection (a), the corporation
32 shall execute and file in duplicate a statement, in
33 accordance with Section 101.10 of this Act, and shall also
34 file a copy of its articles of incorporation, if any, and all
-82- LRB9206483REdvA
1 amendments thereto. Such statement shall set forth:
2 (1) A corporate name for the corporation that satisfies
3 the requirements of this Act;
4 (2) The specific purpose or purposes for which the
5 corporation is organized, from among the purposes authorized
6 in Section 103.05 of this Act;
7 (3) The address of the corporation's registered office
8 and the name of its registered agent at that office;
9 (4) The names and respective residential addresses of
10 its officers and directors;
11 (5) A statement that the attached copy, if any, of the
12 articles of incorporation of the corporation is true and
13 correct;
14 (6) A statement by the corporation that it has elected
15 to accept this Act and that all reports have been filed and
16 all fees, taxes and penalties due to the State of Illinois,
17 accruing under any Act to which the corporation has
18 theretofore been subject, have been paid;
19 (7) Where there are members or shareholders having
20 voting rights, a statement setting forth the date of the
21 meeting of the members or shareholders at which the election
22 to accept this Act was made; that a quorum was present at
23 such meeting, and that such acceptance was authorized either
24 by the affirmative vote of at least two-thirds of the votes
25 present and voted either in person or by proxy, or in
26 compliance with any different provision of the articles of
27 incorporation or their equivalent or of the bylaws.
28 (8) Where there are no members or shareholders having
29 voting rights, a statement of such fact, the date of the
30 meeting of the board of directors at which the election to
31 accept this Act was made, that a quorum was present at such
32 meeting, and that such acceptance was authorized by majority
33 vote of the directors present and voting at such meeting;
34 (9) A statement that, in addition, the corporation
-83- LRB9206483REdvA
1 followed the requirements of its articles of incorporation
2 and bylaws so far as applicable in effecting such acceptance;
3 (10) Where the corporation has issued shares of stock, a
4 statement of such fact, including the number of shares
5 theretofore authorized, the number issued and outstanding;
6 and a statement that all issued and outstanding shares of
7 stock have been delivered to the corporation to be canceled
8 upon the acceptance of this Act by the corporation becoming
9 effective and that from and after the effective date of said
10 acceptance, the authority to issue shares shall be thereby
11 terminated.
12 (c) When the provisions of Subsection (b) have been
13 complied with, the Secretary of State shall file the
14 statement issue a certificate of acceptance.
15 (d) Upon the filing of a statement issuance of a
16 certificate of acceptance, the election of the corporation to
17 accept this Act shall become effective, and such corporation
18 shall have the same powers and privileges, and be subject to
19 the same duties, restrictions, penalties and liabilities as
20 though such corporation had been originally organized
21 hereunder, and shall also be subject to any duty or
22 obligation expressly imposed upon such corporation by its
23 special charter; provided, however,
24 (1) That no amendment to the articles of incorporation
25 adopted after such election to accept this Act shall release
26 or terminate any duty or obligation expressly imposed upon
27 any such corporation under and by virtue of such special
28 charter, or enlarge any right, power, or privilege granted
29 any such corporation under a special charter except to the
30 extent that such right, power or privilege might have been
31 included in the articles of incorporation of a corporation
32 organized under this Act; and
33 (2) That in the case of any corporation with issued
34 shares of stock, the holders of such issued shares who
-84- LRB9206483REdvA
1 surrender them to the corporation to be canceled upon the
2 acceptance of this Act by the corporation becoming effective,
3 shall have such rights as the election to accept this Act
4 provides.
5 (Source: P.A. 84-1423.)
6 (805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
7 Sec. 101.80. Definitions. As used in this Act, unless
8 the context otherwise requires, the words and phrases defined
9 in this Section shall have the meanings set forth herein.
10 (a) "Anniversary" means that day each year exactly one
11 or more years after:
12 (1) The date on the certificate of filing the articles
13 of incorporation prescribed by issued under Section 102.10 of
14 this Act, in the case of a domestic corporation;
15 (2) The date on the certificate of filing the
16 application for authority prescribed by issued under Section
17 113.15 of this Act in the case of a foreign corporation;
18 (3) The date on the certificate of filing the statement
19 of acceptance prescribed by issued under Section 101.75 of
20 this Act, in the case of a corporation electing to accept
21 this Act; or
22 (4) The date on the certificate of filing the articles
23 of consolidation prescribed by issued under Section 111.25 of
24 this Act in the case of a consolidation.
25 (b) "Anniversary month" means the month in which the
26 anniversary of the corporation occurs.
27 (c) "Articles of incorporation" means the original
28 articles of incorporation including the articles of
29 incorporation of a new corporation set forth in the articles
30 of consolidation or set forth in a statement of election to
31 accept this Act, and all amendments thereto, whether
32 evidenced by articles of amendment, articles of merger or
33 statement of correction affecting articles. Restated
-85- LRB9206483REdvA
1 articles of incorporation shall supersede the original
2 articles of incorporation and all amendments thereto prior to
3 the effective date of filing the articles of amendment
4 incorporating the restated articles of incorporation. In the
5 case of a corporation created by a Special Act of the
6 Legislature, "Articles of incorporation" means the special
7 charter and any amendments thereto made by Special Act of the
8 Legislature or pursuant to general laws.
9 (d) "Board of directors" means the group of persons
10 vested with the management of the affairs of the corporation
11 irrespective of the name by which such group is designated.
12 (e) "Bylaws" means the code or codes of rules adopted
13 for the regulation or management of the affairs of the
14 corporation irrespective of the name or names by which such
15 rules are designated.
16 (f) "Corporation" or "domestic corporation" means a
17 domestic not-for-profit corporation subject to the provisions
18 of this Act, except a foreign corporation.
19 (g) "Delivered," for the purpose of determining if any
20 notice required by this Act is effective, means:
21 (1) Transferred or presented to someone in person;
22 (2) Deposited in the United States mail addressed to the
23 person at his, her or its address as it appears on the
24 records of the corporation, with sufficient first-class
25 postage prepaid thereon; or
26 (3) Posted at such place and in such manner or otherwise
27 transmitted to the person's premises as may be authorized and
28 set forth in the articles of incorporation or the bylaws.
29 (h) "Foreign corporation" means a not-for-profit
30 corporation as defined and organized under the laws other
31 than the laws of this State, for a purpose or purposes for
32 which a corporation may be organized under this Act.
33 (i) "Incorporator" means one of the signers of the
34 original articles of incorporation.
-86- LRB9206483REdvA
1 (j) "Insolvent" means that a corporation is unable to
2 pay its debts as they become due in the usual course of the
3 conduct of its affairs.
4 (k) "Member" means a person or any organization, whether
5 not for profit or otherwise, having membership rights in a
6 corporation in accordance with the provisions of its articles
7 of incorporation or bylaws.
8 (l) "Net assets," for the purpose of determining the
9 authority of a corporation to make distributions, is equal to
10 the difference between the assets of the corporation and the
11 liabilities of the corporation.
12 (m) "Not-for-profit corporation" means a corporation
13 subject to this Act and organized solely for one or more of
14 the purposes authorized by Section 103.05 of this Act.
15 (n) "Registered office" means that office maintained by
16 the corporation in this State, the address of which is on
17 file in the office of the Secretary of State, at which any
18 process, notice or demand required or permitted by law may be
19 served upon the registered agent of the corporation.
20 (o) "Special charter" means the charter granted to a
21 corporation created by special act of the Legislature whether
22 or not the term "charter" or "special charter" is used in
23 such special act.
24 (Source: P.A. 84-1423.)
25 (805 ILCS 105/102.10) (from Ch. 32, par. 102.10)
26 Sec. 102.10. Articles of Incorporation. The articles of
27 incorporation shall be executed and filed in duplicate in
28 accordance with Section 101.10 of this Act.
29 (a) The articles of incorporation must set forth:
30 (1) A corporate name for the corporation that satisfies
31 the requirements of this Act;
32 (2) The specific purpose or purposes for which the
33 corporation is organized, from among the purposes authorized
-87- LRB9206483REdvA
1 in Section 103.05 of this Act;
2 (3) The address of the corporation's initial registered
3 office and the name of its initial registered agent at that
4 office;
5 (4) The name and address of each incorporator;
6 (5) The number of directors constituting the first board
7 of directors and the names and the residential addresses of
8 each such director;
9 (6) With respect to any organization a purpose of which
10 is to function as a club, as defined in Section 1-3.24 of
11 "The Liquor Control Act of 1934", as now or hereafter
12 amended, a statement that it will comply with the State and
13 local laws and ordinances relating to alcoholic liquors.;
14 (7) Whether the corporation is a condominium association
15 as established under the Condominium Property Act, a
16 cooperative housing corporation defined in Section 216 of the
17 Internal Revenue Code of 1954 or a homeowner association
18 which administers a common-interest community as defined in
19 subsection (c) of Section 9-102 of the Code of Civil
20 Procedure.
21 (b) The articles of incorporation may set forth:
22 (1) Provisions not inconsistent with law with respect
23 to:
24 (i) Managing and regulating the affairs of the
25 corporation, including any provision for distribution of
26 assets on final dissolution;
27 (ii) Providing that the corporation shall have no
28 members, or shall have one or more classes of members;
29 (iii) Limiting, enlarging or denying the right of the
30 members of any class or classes of members, to vote;
31 (iv) Defining, limiting, and regulating the rights,
32 powers and duties of the corporation, its officers, directors
33 and members; or
34 (v) Superseding any provision of this Act that requires
-88- LRB9206483REdvA
1 for approval of corporation action a two-thirds vote of
2 members or class of members entitled to vote by specifying
3 any smaller or larger vote requirement not less than a
4 majority of the votes which members entitled to vote on a
5 matter shall vote, either in person or by proxy, at a meeting
6 at which there is a quorum.
7 (2) Any provision that under this Act is required or
8 permitted to be set forth in the articles of incorporation or
9 bylaws.
10 (c) The articles of incorporation need not set forth any
11 of the corporate powers enumerated in this Act.
12 (d) The duration of a corporation is perpetual unless
13 otherwise specified in the articles of incorporation.
14 (e) When the provisions of this Section have been
15 complied with, the Secretary of State shall file the articles
16 issue a certificate of incorporation.
17 (Source: P.A. 84-1423.)
18 (805 ILCS 105/102.15) (from Ch. 32, par. 102.15)
19 Sec. 102.15. Effect of issuance of certificate of
20 incorporation. Upon the filing of articles issuance of the
21 certificate of incorporation by the Secretary of State, the
22 corporate existence shall begin, and such filing certificate
23 of incorporation shall be conclusive evidence, except as
24 against the State, that all conditions precedent required to
25 be performed by the incorporators have been complied with and
26 that the corporation has been incorporated under this Act.
27 (Source: P.A. 84-1423.)
28 (805 ILCS 105/102.20) (from Ch. 32, par. 102.20)
29 Sec. 102.20. Organization of Corporation.
30 (a) After filing the issuance of the articles
31 certificate of incorporation, the first meeting of the board
32 of directors shall be held at the call of a majority of the
-89- LRB9206483REdvA
1 incorporators or of the directors for the purpose of:
2 (1) Adopting bylaws;
3 (2) Electing officers; and
4 (3) Such other purposes as may come before the
5 meeting.
6 In lieu of a meeting, director action may be taken by
7 consent in writing, pursuant to Section 108.45 of this Act.
8 (b) If the corporation has members, a first meeting of
9 the members may be held at the call of an officer or of a
10 majority of the directors, for such purposes as shall be
11 stated in the notice of the meeting.
12 If the corporation has members entitled to vote, then in
13 lieu of a meeting, member action may be taken by consent in
14 writing, pursuant to Section 107.10 of this Act.
15 (c) At least three days' written notice of an
16 organizational meeting shall be given unless the persons
17 entitled to such notice waive the same in writing, either
18 before or after such meeting. An organizational meeting may
19 be held either within or without this State.
20 (Source: P.A. 84-1423.)
21 (805 ILCS 105/102.35) (from Ch. 32, par. 102.35)
22 Sec. 102.35. Incorporation of an association or society.
23 (a) When an unincorporated association or society,
24 organized for any of the purposes for which a corporation
25 could be formed under this Act, authorizes the incorporation
26 of the association or society by the same procedure and
27 affirmative vote of its voting members or delegates as its
28 constitution, bylaws, or other fundamental agreement requires
29 for an amendment to its fundamental agreement or, if no such
30 vote is specified, by a majority vote of the voting members
31 present at a duly convened meeting the purpose of which is
32 stated in the notice of the meeting, then following the
33 filing of articles of incorporation under Section 102.10
-90- LRB9206483REdvA
1 setting forth those facts and that the required vote has been
2 obtained and upon the filing of the articles issuance of a
3 certificate of incorporation, the association or society
4 shall become a corporation and the members of the association
5 or society shall become members of the corporation in
6 accordance with provisions in the articles to that effect.
7 (b) Upon incorporation, all the rights, privileges,
8 immunities, powers, franchise, authority, and property of the
9 unincorporated association or society shall pass to and vest
10 in the corporation, and all obligations of the unincorporated
11 association or society shall become obligations of the
12 corporation.
13 (Source: P.A. 87-854.)
14 (805 ILCS 105/103.05) (from Ch. 32, par. 103.05)
15 Sec. 103.05. Purposes and authority of corporations;
16 particular purposes; exemptions.
17 (a) Not-for-profit corporations may be organized under
18 this Act for any one or more of the following or similar
19 purposes:
20 (1) Charitable.
21 (2) Benevolent.
22 (3) Eleemosynary.
23 (4) Educational.
24 (5) Civic.
25 (6) Patriotic.
26 (7) Political.
27 (8) Religious.
28 (9) Social.
29 (10) Literary.
30 (11) Athletic.
31 (12) Scientific.
32 (13) Research.
33 (14) Agricultural.
-91- LRB9206483REdvA
1 (15) Horticultural.
2 (16) Soil improvement.
3 (17) Crop improvement.
4 (18) Livestock or poultry improvement.
5 (19) Professional, commercial, industrial, or trade
6 association.
7 (20) Promoting the development, establishment, or
8 expansion of industries.
9 (21) Electrification on a cooperative basis.
10 (22) Telephone service on a mutual or cooperative
11 basis.
12 (23) Ownership and operation of water supply
13 facilities for drinking and general domestic use on a
14 mutual or cooperative basis.
15 (24) Ownership or administration of residential
16 property on a cooperative basis.
17 (25) Administration and operation of property owned
18 on a condominium basis or by a homeowner association.
19 (26) Administration and operation of an
20 organization on a cooperative basis producing or
21 furnishing goods, services, or facilities primarily for
22 the benefit of its members who are consumers of those
23 goods, services, or facilities.
24 (27) Operation of a community mental health board
25 or center organized pursuant to the Community Mental
26 Health Act for the purpose of providing direct patient
27 services.
28 (28) Provision of debt management services as
29 authorized by the Debt Management Service Act.
30 (29) Promotion, operation, and administration of a
31 ridesharing arrangement as defined in Section 1-176.1 of
32 the Illinois Vehicle Code.
33 (30) The administration and operation of an
34 organization for the purpose of assisting low-income
-92- LRB9206483REdvA
1 consumers in the acquisition of utility and telephone
2 services.
3 (31) Any purpose permitted to be exempt from
4 taxation under Sections 501(c) or 501(d) of the United
5 States Internal Revenue Code, as now in or hereafter
6 amended.
7 (32) Any purpose that would qualify for
8 tax-deductible gifts under the Section 170(c) of the
9 United States Internal Revenue Code, as now or hereafter
10 amended. Any such purpose is deemed to be charitable
11 under subsection (a)(1) of this Section.
12 (b) A corporation may be organized hereunder to serve in
13 an area that adjoins or borders (except for any intervening
14 natural watercourse) an area located in an adjoining state
15 intended to be similarly served, and the corporation may join
16 any corporation created by the adjoining state having an
17 identical purpose and organized as a not-for-profit
18 corporation. Whenever any corporation organized under this
19 Act so joins with a foreign corporation having an identical
20 purpose, the corporation shall be permitted to do business in
21 Illinois as one corporation; provided (1) that the name,
22 bylaw provisions, officers, and directors of each corporation
23 are identical, (2) that the foreign corporation complies with
24 the provisions of this Act relating to the admission of
25 foreign corporation, and (3) that the Illinois corporation
26 files a statement with the Secretary of State indicating that
27 it has joined with a foreign corporation setting forth the
28 name thereof and the state of its incorporation.
29 (Source: P.A. 90-545, eff. 1-1-98.)
30 (805 ILCS 105/104.05) (from Ch. 32, par. 104.05)
31 Sec. 104.05. Corporate name of domestic or foreign
32 corporation.
33 (a) The corporate name of a domestic corporation or of a
-93- LRB9206483REdvA
1 foreign corporation organized, existing or subject to the
2 provisions of this Act:
3 (1) May contain, separate and apart from any other
4 word or abbreviation in such name, the word
5 "corporation," "company," "incorporated," or "limited,"
6 or an abbreviation of one of such words;
7 (2) (Blank); Shall not contain any word or phrase
8 which indicates or implies that the corporation is
9 organized for any purpose other than a purpose for which
10 corporations may be organized under this Act, or a
11 purpose other than a purpose set forth in its articles of
12 incorporation;
13 (3) Shall be distinguishable upon the records in
14 the office of the Secretary of State from the corporate
15 name or assumed corporate name of any domestic
16 corporation whether for profit or not for profit existing
17 under any Act of this State or of any foreign corporation
18 whether for profit or not for profit authorized to
19 transact business or conduct affairs in this State, or a
20 name the exclusive right to which is, at the time,
21 reserved or registered in the manner provided in this
22 Act, except that, subject to the discretion of the
23 Secretary of State, a foreign corporation that has a name
24 prohibited by this paragraph may be issued a certificate
25 of authority to conduct its affairs in this State, if the
26 foreign corporation:
27 (i) Elects to adopt an assumed corporation
28 name or names in accordance with Section 104.15 of
29 this Act; and
30 (ii) Agrees in its application for a
31 certificate of authority to conduct affairs in this
32 State only under such assumed corporate name or
33 names;
34 (4) Shall not contain a word or phrase, or an
-94- LRB9206483REdvA
1 abbreviation or derivation thereof, the use of which is
2 prohibited or restricted by any other statute of this
3 State unless such restriction has been complied with;
4 (5) Shall consist of letters of the English
5 alphabet, Arabic or Roman numerals, or symbols capable of
6 being readily reproduced by the office of the Secretary
7 of State;
8 (6) Shall not contain the words "regular democrat,"
9 "regular democratic," "regular republican," "democrat,"
10 "democratic," or "republican," nor the name of any other
11 established political party, unless consent to usage of
12 such words or name is given to the corporation by the
13 State central committee of such established political
14 party; notwithstanding any other provisions of this Act,
15 any corporation, whose name at the time this amendatory
16 Act takes effect contains any of the words listed in this
17 paragraph shall certify to the Secretary of State no
18 later than January 1, 1989, that consent has been given
19 by the State central committee; consent given to a
20 corporation by the State central committee to use the
21 above listed words may be revoked upon notification to
22 the corporation and the Secretary of State; and
23 (7) Shall be the name under which the corporation
24 shall conduct affairs in this State unless the
25 corporation shall also elect to adopt an assumed
26 corporate name or names as provided in this Act;
27 provided, however, that the corporation may use any
28 divisional designation or trade name without complying
29 with the requirements of this Act, provided the
30 corporation also clearly discloses its corporate name.
31 (b) The Secretary of State shall determine whether a
32 name is "distinguishable" from another name for purposes of
33 this Act. Without excluding other names which may not
34 constitute distinguishable names in this State, a name is not
-95- LRB9206483REdvA
1 considered distinguishable, for purposes of this Act, solely
2 because it contains one or more of the following:
3 (1) The word "corporation," "company,"
4 "incorporated," or "limited" or an abbreviation of one of
5 such words;
6 (2) Articles, conjunctions, contractions,
7 abbreviations, different tenses or number of the same
8 word.
9 (c) Nothing in this Section or Sections 104.15 or 104.20
10 of this Act shall:
11 (1) Require any domestic corporation existing or
12 any foreign corporation having a certificate of authority
13 on the effective date of this Act, to modify or otherwise
14 change its corporate name or assumed corporate name, if
15 any; or
16 (2) Abrogate or limit the common law or statutory
17 law of unfair competition or unfair trade practices, nor
18 derogate from the common law or principles of equity or
19 the statutes of this State or of the United States with
20 respect to the right to acquire and protect copyrights,
21 trade names, trade marks, service names, service marks,
22 or any other right to the exclusive use of name or
23 symbols.
24 (Source: P.A. 85-1396.)
25 (805 ILCS 105/105.05) (from Ch. 32, par. 105.05)
26 Sec. 105.05. Registered office and registered agent.
27 (a) Each domestic corporation and each foreign
28 corporation having a certificate of authority to conduct
29 affairs in this State shall have and continuously maintain in
30 this State:
31 (1) A registered office which may be, but need not
32 be, the same as its place of business in this State.
33 (2) A registered agent, which agent may be either
-96- LRB9206483REdvA
1 an individual, resident in this State, whose business
2 office is identical with such registered office, or a
3 domestic corporation for profit or a foreign corporation
4 for profit authorized to conduct affairs in this State
5 that is authorized by its articles of incorporation to
6 act as such agent, having a business office identical
7 with such registered office.
8 (b) The address, including street and number, if any, of
9 the initial registered office, and the name of the initial
10 registered agent of each corporation organized under this Act
11 shall be stated in its articles of incorporation; and of each
12 foreign corporation shall be stated in its application for a
13 certificate of authority to conduct affairs in this State.
14 (c) In the event of dissolution of a corporation, either
15 voluntary, administrative, or judicial, the registered agent
16 and the registered office of the corporation on record with
17 the Secretary of State on the date of the issuance of the
18 certificate or judgment of dissolution shall be an agent of
19 the corporation upon whom claims can be served or service of
20 process can be had during the two year post-dissolution
21 period provided in Section 112.80 of this Act, unless such
22 agent resigns or the corporation properly reports a change of
23 registered office or registered agent.
24 (d) In the event of revocation of a certificate of
25 authority of a foreign corporation, the registered agent and
26 the registered office of the corporation on record with the
27 Secretary of State on the date of the issuance of the
28 certificate of revocation shall be an agent of the
29 corporation upon whom claims can be served or service of
30 process can be had, unless such agent resigns.
31 (Source: P.A. 84-1423.)
32 (805 ILCS 105/105.10) (from Ch. 32, par. 105.10)
33 Sec. 105.10. Change of registered office or registered
-97- LRB9206483REdvA
1 agent.
2 (a) A domestic corporation or a foreign corporation may
3 from time to time change the address of its registered
4 office. A domestic corporation or a foreign corporation
5 shall change its registered agent if the office of registered
6 agent shall become vacant for any reason, or if its
7 registered agent becomes disqualified or incapacitated to
8 act, or if the corporation revokes the appointment of its
9 registered agent.
10 (b) A domestic corporation or a foreign corporation may
11 change the address of its registered office or change its
12 registered agent, or both, by so indicating on the statement
13 of change on the annual report of that corporation filed
14 pursuant to Section 114.10 of this Act or by executing and
15 filing in duplicate, in accordance with Section 101.10 of
16 this Act, a statement setting forth:
17 (1) the name of the corporation;
18 (2) the address, including street and number, or
19 rural route number, of its then registered office;
20 (3) if the address of its registered office be
21 changed, the address, including street and number, or
22 rural route number, to which the registered office is to
23 be changed;
24 (4) the name of its then registered agent;
25 (5) if its registered agent be changed, the name of
26 its successor registered agent;
27 (6) that the address of its registered office and
28 the address of the business office of its registered
29 agent, as changed, will be identical;
30 (7) that such change was authorized by resolution
31 duly adopted by the board of directors.
32 (c) A legible copy of the statement of change as on the
33 annual report returned by the Secretary of State shall be
34 filed for record within the time prescribed by this Act in
-98- LRB9206483REdvA
1 the office of the Recorder of the county in which the
2 registered office of the corporation in this State was
3 situated before the filing of the statement in the Office of
4 the Secretary of State (Blank).
5 (d) If the registered office is changed from one county
6 to another county, then the corporation shall also file for
7 record within the time prescribed by this Act in the office
8 of the Recorder of the county to which such registered office
9 is changed:
10 (1) In the case of a domestic corporation:
11 (i) A copy of its articles of incorporation
12 certified by the Secretary of State.
13 (ii) A copy of the statement of change of
14 address of its registered office, certified by the
15 Secretary of State.
16 (2) In the case of a foreign corporation:
17 (i) A copy of its application for certificate
18 of authority to transact business in this State,
19 with a copy of its application therefor affixed
20 thereto, certified by the Secretary of State.
21 (ii) A copy of all amendments to such
22 certificate of authority, if any, likewise certified
23 by the Secretary of State.
24 (iii) A copy of the statement of change of
25 address of its registered office certified by the
26 Secretary of State.
27 (e) The change of address of the registered office, or
28 the change of registered agent, or both, as the case may be,
29 shall become effective upon the filing of such statement by
30 the Secretary of State.
31 (Source: P.A. 91-357, eff. 7-29-99.)
32 (805 ILCS 105/105.20) (from Ch. 32, par. 105.20)
33 Sec. 105.20. Change of Address of Registered Agent.
-99- LRB9206483REdvA
1 (a) A registered agent may change the address of the
2 registered office of the domestic corporation or of the
3 foreign corporation, for which he or she or it is registered
4 agent, to another address in this State, by so indicating in
5 the statement of change on the annual report of the
6 corporation filed under Section 114.10 of this Act or by
7 filing, in duplicate, in accordance with Section 101.10 of
8 this Act a statement setting forth:
9 (1) the name of the corporation;
10 (2) the address, including street and number, or
11 rural route number, of its then registered office;
12 (3) the address, including street and number, or
13 rural route number, to which the registered office is to
14 be changed;
15 (4) the name of its registered agent;
16 (5) that the address of its registered office and
17 the address of the business office of its registered
18 agent, as changed, will be identical.
19 (b) Such statement shall be executed by the registered
20 agent.
21 (c) The change of address of the registered office shall
22 become effective upon the filing of such statement by the
23 Secretary of State.
24 (Source: P.A. 85-1269.)
25 (805 ILCS 105/105.25) (from Ch. 32, par. 105.25)
26 Sec. 105.25. Service of process on domestic or foreign
27 corporation.
28 (a) Any process, notice, or demand required or permitted
29 by law to be served upon a domestic corporation or a foreign
30 corporation having a certificate of authority to conduct
31 affairs in this State may be served either upon the
32 registered agent appointed by the corporation or upon the
33 Secretary of State as provided in this Section.
-100- LRB9206483REdvA
1 (b) The Secretary of State shall be irrevocably
2 appointed as an agent of a domestic corporation or of a
3 foreign corporation having a certificate of authority upon
4 whom any process, notice or demand may be served:
5 (1) Whenever the corporation shall fail to appoint
6 or maintain a registered agent in this State; or
7 (2) Whenever the corporation's registered agent
8 cannot with reasonable diligence be found at the
9 registered office in this State; or
10 (3) When a domestic corporation has been dissolved,
11 the conditions of paragraph (1) or paragraph (2) exist,
12 and an action, suit or proceeding is instituted against
13 or affecting the corporation within the two years after
14 the issuance of a certificate of dissolution or the
15 filing of a judgment of dissolution; or
16 (4) When the certificate of authority of a foreign
17 corporation has been revoked.
18 (c) Service under subsection (b) shall be made by:
19 (1) Service on the Secretary of State, or on any
20 clerk having charge of the corporation division
21 department at his or her office, of a copy of the
22 process, notice or demand, together with any papers
23 required by law to be delivered in connection with
24 service, and a fee as prescribed by subsection (b) of
25 Section 115.15 of this Act;
26 (2) Transmittal by the person instituting the
27 action, suit or proceeding of notice of the service on
28 the Secretary of State and a copy of the process, notice
29 or demand and accompanying papers to the corporation
30 being served, by registered or certified mail:
31 (i) At the last registered office of the
32 corporation as shown by the records on file in the
33 office of the Secretary of State; or
34 (ii) At such address the use of which the
-101- LRB9206483REdvA
1 person instituting the action, suit or proceeding
2 knows or, on the basis of reasonable inquiry, has
3 reason to believe is most likely to result in actual
4 notice; and
5 (3) Appendage by the person instituting the action,
6 suit or proceeding of an affidavit of compliance with
7 this Section in substantially such form as the Secretary
8 of State may by rule or regulation prescribe, to the
9 process, notice or demand.
10 (d) Nothing herein contained shall limit or affect the
11 right to serve any process, notice, or demand required or
12 permitted by law to be served upon a corporation in any other
13 manner now or hereafter permitted by law.
14 (e) The Secretary of State shall keep a record of all
15 processes, notices, and demands served upon him or her under
16 this Section, and shall record therein the time of such
17 service and his or her action with reference thereto but
18 shall not be required to retain such information for a period
19 longer than five years from his or her receipt of the
20 service.
21 (Source: P.A. 84-1423.)
22 (805 ILCS 105/105.30) (from Ch. 32, par. 105.30)
23 Sec. 105.30. Service of process on foreign corporation
24 not authorized to conduct affairs in Illinois. If any
25 foreign corporation conducts affairs in this State without
26 having obtained a certificate of authority to conduct
27 affairs, it shall be deemed that such corporation has
28 designated and appointed the Secretary of State as an agent
29 for process upon whom any notice, process or demand may be
30 served. Service on the Secretary of State shall be made in
31 the manner set forth in subsection (c) of Section 105.25 of
32 this Act.
33 (Source: P.A. 84-1423.)
-102- LRB9206483REdvA
1 (805 ILCS 105/108.75) (from Ch. 32, par. 108.75)
2 Sec. 108.75. Indemnification of officers, directors,
3 employees and agents; insurance.
4 (a) A corporation may indemnify any person who was or is
5 a party, or is threatened to be made a party to any
6 threatened, pending or completed action, suit or proceeding,
7 whether civil, criminal, administrative or investigative
8 (other than an action by or in the right of the corporation)
9 by reason of the fact that he or she is or was a director,
10 officer, employee or agent of the corporation, or who is or
11 was serving at the request of the corporation as a director,
12 officer, employee or agent of another corporation,
13 partnership, joint venture, trust or other enterprise,
14 against expenses (including attorneys' fees), judgments,
15 fines and amounts paid in settlement actually and reasonably
16 incurred by such person in connection with such action, suit
17 or proceeding, if such person acted in good faith and in a
18 manner he or she reasonably believed to be in, or not opposed
19 to, the best interests of the corporation, and, with respect
20 to any criminal action or proceeding, had no reasonable cause
21 to believe his or her conduct was unlawful. The termination
22 of any action, suit or proceeding by judgment, order,
23 settlement, conviction, or upon a plea of nolo contendere or
24 its equivalent, shall not, of itself, create a presumption
25 that the person did not act in good faith and in a manner
26 which he or she reasonably believed to be in or not opposed
27 to the best interests of the corporation or, with respect to
28 any criminal action or proceeding, that the person had
29 reasonable cause to believe that his or her conduct was
30 unlawful.
31 (b) A corporation may indemnify any person who was or is
32 a party, or is threatened to be made a party to any
33 threatened, pending or completed action or suit by or in the
34 right of the corporation to procure a judgment in its favor
-103- LRB9206483REdvA
1 by reason of the fact that such person is or was a director,
2 officer, employee or agent of the corporation, or is or was
3 serving at the request of the corporation as a director,
4 officer, employee or agent of another corporation,
5 partnership, joint venture, trust or other enterprise,
6 against expenses (including attorneys' fees) actually and
7 reasonably incurred by such person in connection with the
8 defense or settlement of such action or suit, if such person
9 acted in good faith and in a manner he or she reasonably
10 believed to be in, or not opposed to, the best interests of
11 the corporation, provided that no indemnification shall be
12 made in respect of any claim, issue or matter as to which
13 such person shall have been adjudged to be liable for
14 negligence or misconduct in the performance of his or her
15 duty to the corporation, unless, and only to the extent that
16 the court in which such action or suit was brought shall
17 determine upon application that, despite the adjudication of
18 liability, but in view of all the circumstances of the case,
19 such person is fairly and reasonably entitled to indemnity
20 for such expenses as the court shall deem proper.
21 (c) To the extent that a present or former director,
22 officer or, employee or agent of a corporation has been
23 successful, on the merits or otherwise, in the defense of any
24 action, suit or proceeding referred to in subsections (a) and
25 (b), or in defense of any claim, issue or matter therein,
26 such person shall be indemnified against expenses (including
27 attorneys' fees) actually and reasonably incurred by such
28 person in connection therewith, if that person acted in good
29 faith and in a manner he or she reasonably believed to be in,
30 or not opposed to, the best interests of the corporation.
31 (d) Any indemnification under subsections (a) and (b)
32 (unless ordered by a court) shall be made by the corporation
33 only as authorized in the specific case, upon a determination
34 that indemnification of the present or former director,
-104- LRB9206483REdvA
1 officer, employee or agent is proper in the circumstances
2 because he or she has met the applicable standard of conduct
3 set forth in subsections (a) or (b). Such determination
4 shall be made with respect to a person who is a director or
5 officer at the time of the determination: (1) by the majority
6 vote of the directors who are (1) by the board of directors
7 by a majority vote of a quorum consisting of directors who
8 were not parties to such action, suit or proceeding, even
9 though less than a quorum, (2) by a committee of the
10 directors designated by a majority vote of the directors,
11 even through less than a quorum, (3) if there are no such
12 directors, or if the directors so direct, or (2) if such a
13 quorum is not obtainable, or even if obtainable, if a quorum
14 of disinterested directors so directs, by independent legal
15 counsel in a written opinion, or (4) (3) by the members
16 entitled to vote, if any.
17 (e) Expenses (including attorney's fees) incurred by an
18 officer or director in defending a civil or criminal action,
19 suit or proceeding may be paid by the corporation in advance
20 of the final disposition of such action, suit or proceeding,
21 as authorized by the board of directors in the specific case,
22 upon receipt of an undertaking by or on behalf of the
23 director or, officer, employee or agent to repay such amount,
24 unless it shall ultimately be determined that such person he
25 or she is entitled to be indemnified by the corporation as
26 authorized in this Section. Such expenses (including
27 attorney's fees) incurred by former directors and officers or
28 other employees and agents may be so paid on such terms and
29 conditions, if any, as the corporation deems appropriate.
30 (f) The indemnification provided by the Section shall
31 not be deemed exclusive of any other rights to which those
32 seeking indemnification may be entitled under any bylaw,
33 agreement, vote of members or disinterested directors, or
34 otherwise, both as to action in his or her official capacity
-105- LRB9206483REdvA
1 and as to action in another capacity while holding such
2 office, and shall continue as to a person who has ceased to
3 be a director, officer, employee or agent, and shall inure to
4 the benefit of the heirs, executors and administrators of
5 such a person.
6 (g) A corporation may purchase and maintain insurance on
7 behalf of any person who is or was a director, officer,
8 employee or agent of the corporation, or who is or was
9 serving at the request of the corporation as a director,
10 officer, employee or agent of another corporation,
11 partnership, joint venture, trust or other enterprise,
12 against any liability asserted against such person and
13 incurred by such person in any such capacity, or arising out
14 of his or her status as such, whether or not the corporation
15 would have the power to indemnify such person against such
16 liability under the provisions of this Section.
17 (h) In the case of a corporation with members entitled
18 to vote, if a corporation indemnifies has paid indemnity or
19 advances has advanced expenses under subsection (b) of this
20 Section to a director or, officer, employee or agent, the
21 corporation shall report the indemnification or advance in
22 writing to the members entitled to vote with or before the
23 notice of the next meeting of the members entitled to vote.
24 (i) For purposes of this Section, references to "the
25 corporation" shall include, in addition to the surviving
26 corporation, any merging corporation (including any
27 corporation having merged with a merging corporation)
28 absorbed in a merger which, if its separate existence had
29 continued, would have had the power and authority to
30 indemnify its directors, officers, employees or agents, so
31 that any person who was a director, officer, employee or
32 agent of such merging corporation, or was serving at the
33 request of such merging corporation as a director, officer,
34 employee or agent of another corporation, partnership, joint
-106- LRB9206483REdvA
1 venture, trust or other enterprise, shall stand in the same
2 position under the provisions of this Section with respect to
3 the surviving corporation as such person would have with
4 respect to such merging corporation if its separate existence
5 had continued.
6 (j) For purposes of this Section, references to "other
7 enterprises" shall include employee benefit plans; references
8 to "fines" shall include any excise taxes assessed on a
9 person with respect to an employee benefit plan; and
10 references to "serving at the request of the corporation"
11 shall include any service as a director, officer, employee or
12 agent of the corporation which imposes duties on, or involves
13 services by such director, officer, employee, or agent with
14 respect to an employee benefit plan, its participants, or
15 beneficiaries. A person who acted in good faith and in a
16 manner he or she reasonably believed to be in the best
17 interests of the participants and beneficiaries of an
18 employee benefit plan shall be deemed to have acted in a
19 manner "not opposed to the best interests of the corporation"
20 as referred to in this Section.
21 (Source: P.A. 84-1423.)
22 (805 ILCS 105/110.30) (from Ch. 32, par. 110.30)
23 Sec. 110.30. Articles of amendment.
24 (a) Except as provided in Section 110.40 of this Act,
25 the articles of amendment shall be executed and filed in
26 duplicate in accordance with Section 101.10 of this Act and
27 shall set forth:
28 (1) The name of the corporation;
29 (2) The text of each amendment adopted;
30 (3) If the amendment was adopted pursuant to
31 Section 110.15 of this Act:
32 (i) A statement that the amendment received
33 the affirmative vote of a majority of the directors
-107- LRB9206483REdvA
1 in office, at a meeting of the board of directors,
2 and the date of the meeting; or
3 (ii) A statement that the amendment was
4 adopted by written consent, signed by all the
5 directors in office, in compliance with Section
6 108.45 of this Act;
7 (4) If the amendment was adopted pursuant to
8 Section 110.20 of this Act:
9 (i) A statement that the amendment was adopted
10 at a meeting of members entitled to vote by the
11 affirmative vote of the members having not less than
12 the minimum number of votes necessary to adopt such
13 amendment, as provided by this Act, the articles of
14 incorporation or the bylaws, and the date of the
15 meeting; or
16 (ii) A statement that the amendment was
17 adopted by written consent signed by members
18 entitled to vote having not less than the minimum
19 number of votes necessary to adopt such amendment,
20 as provided by this Act, the articles of
21 incorporation, or the bylaws, in compliance with
22 Section 107.10 of this Act.
23 (5) If the amendment restates the articles of
24 incorporation, the amendment shall so state and shall set
25 forth:
26 (i) The text of the articles as restated;
27 (ii) The date of incorporation, the name under
28 which the corporation was incorporated, subsequent
29 names, if any, that the corporation adopted pursuant
30 to amendment of its articles of incorporation, and
31 the effective date of any such amendments;
32 (iii) The address of the registered office and
33 the name of the registered agent on the date of
34 filing the restated articles.
-108- LRB9206483REdvA
1 The articles as restated must include all the
2 information required by subsection (a) of Section
3 102.10 of this Act, except that the articles need
4 not set forth the information required by paragraphs
5 3, 4 or 5 thereof. If any provision of the articles
6 of incorporation is amended in connection with the
7 restatement, the articles of amendment shall clearly
8 identify such amendment.
9 (6) If, pursuant to Section 110.35 of this Act, the
10 amendment is to become effective subsequent to the date
11 on which the articles certificate of amendment are filed
12 is issued, the date on which the amendment is to become
13 effective.
14 (7) If the amendment revives the articles of
15 incorporation and extends the period of corporate
16 duration, the amendment shall so state and shall set
17 forth:
18 (i) The date the period of duration expired
19 under the articles of incorporation;
20 (ii) A statement that the period of duration
21 will be perpetual, or, if a limited duration is to
22 be provided, the date to which the period of
23 duration is to be extended; and
24 (iii) A statement that the corporation has
25 been in continuous operation since before the date
26 of expiration of its original period of duration.
27 (b) When the provisions of this Section have been
28 complied with, the Secretary of State shall file the articles
29 issue a certificate of amendment.
30 (Source: P.A. 84-1423.)
31 (805 ILCS 105/110.35) (from Ch. 32, par. 110.35)
32 Sec. 110.35. Effect of certificate of amendment.
33 (a) The amendment shall become effective and the
-109- LRB9206483REdvA
1 articles of incorporation shall be deemed to be amended
2 accordingly, as of the later of:
3 (1) The filing of the articles issuance of the
4 certificate of amendment by the Secretary of State; or
5 (2) The time established under the articles of
6 amendment, not to exceed 30 days after the filing of the
7 articles issuance of the certificate of amendment by the
8 Secretary of State.
9 (b) If the amendment is made in accordance with the
10 provisions of Section 110.40 of this Act, upon the filing of
11 the articles issuance of the certificate of amendment by the
12 Secretary of State, the amendment shall become effective and
13 the articles of incorporation shall be deemed to be amended
14 accordingly, without any action thereon by the directors or
15 members of the corporation and with the same effect as if the
16 amendments had been adopted by unanimous action of the
17 directors and members of the corporation.
18 (c) If the amendment restates the articles of
19 incorporation, such restated articles of incorporation shall,
20 upon such amendment becoming effective, supersede and stand
21 in lieu of the corporation's preexisting articles of
22 incorporation.
23 (d) If the amendment revives the articles of
24 incorporation and extends the period of corporate duration,
25 upon the filing of the articles issuance of the certificate
26 of amendment by the Secretary of State, the amendment shall
27 become effective and the corporate existence shall be deemed
28 to have continued without interruption from the date of
29 expiration of the original period of duration, and the
30 corporation shall stand revived with such powers, duties and
31 obligations as if its period of duration had not expired; and
32 all acts and proceedings of its officers, directors and
33 members, acting or purporting to act as such, which would
34 have been legal and valid but for such expiration, shall
-110- LRB9206483REdvA
1 stand ratified and confirmed.
2 (e) No amendment of the articles of incorporation of a
3 corporation shall affect any existing cause of action in
4 favor of or against such corporation, or any pending suit in
5 which such corporation shall be a party, or the existing
6 rights of persons other than members; and, in the event the
7 corporate name shall be changed by amendment, no suit brought
8 by or against such corporation under its former name shall be
9 abated for that reason.
10 (Source: P.A. 84-1423.)
11 (805 ILCS 105/111.25) (from Ch. 32, par. 111.25)
12 Sec. 111.25. Articles of merger or consolidation.
13 (a) Articles of merger or consolidation shall be
14 executed by each corporation and filed in duplicate in
15 accordance with Section 101.10 of this Act and shall set
16 forth:
17 (1) the name of each corporation;
18 (2) the plan of merger or consolidation;
19 (3) as to each corporation where the plan of merger
20 or consolidation was adopted pursuant Section 111.15 of
21 this Act:
22 (i) a statement that the plan received the
23 affirmative vote of a majority of the directors in
24 office, at a meeting of the board of directors, and
25 the date of the meeting; or
26 (ii) a statement that the plan was adopted by
27 written consent, signed by all the directors in
28 office, in compliance with Section 108.45 of this
29 Act; and
30 (4) as to each corporation where the plan of merger
31 or consolidation was adopted pursuant Section 111.20 of
32 this Act:
33 (i) a statement that the plan was adopted at a
-111- LRB9206483REdvA
1 meeting of members by the affirmative vote of
2 members having not less than the minimum number of
3 votes necessary to adopt the plan, as provided by
4 this Act, the articles of incorporation, or the
5 bylaws, and the date of the meeting; or
6 (ii) a statement that the plan was adopted by
7 written consent, signed by members having not less
8 than the minimum number of votes necessary to adopt
9 the plan, as provided by this Act, the articles of
10 incorporation or the bylaws, in compliance with
11 Section 107.10 of this Act.
12 (b) When the provisions of this Section have been
13 complied with, the Secretary of State shall file the articles
14 issue a certificate of merger or consolidation.
15 (Source: P.A. 91-357, eff. 7-29-99.)
16 (805 ILCS 105/111.40) (from Ch. 32, par. 111.40)
17 Sec. 111.40. Effective date of merger or consolidation.
18 The merger or consolidation shall become effective upon the
19 filing of the articles issuance of the certificate of merger
20 or consolidation by the Secretary of State or on a later
21 specified date, not more than 30 days subsequent to the
22 filing of the articles of merger or consolidation issuance of
23 the certificate by the Secretary of State, as may be provided
24 for in the plan.
25 (Source: P.A. 88-151.)
26 (805 ILCS 105/111.45) (from Ch. 32, par. 111.45)
27 Sec. 111.45. Recording of certificate and articles of
28 merger or consolidation. The articles of merger or
29 consolidation certificate of merger with the copy of the
30 articles of merger affixed thereto by the Secretary of State
31 or the certificate of consolidation with the copy of the
32 articles of consolidation affixed thereto by the Secretary of
-112- LRB9206483REdvA
1 State, shall be returned to the surviving or new corporation,
2 as the case may be, or to its representative, and such
3 certificate and articles, or a copy thereof certified by the
4 Secretary of State, shall be filed for record within the time
5 prescribed by Section 101.10 of this Act in the office of the
6 Recorder of each county in which the registered office of
7 each merging or consolidating corporation may be situated,
8 and in the case of a consolidation, in the office of the
9 Recorder of the county in which the registered office of the
10 new corporation shall be situated.
11 (Source: P.A. 84-1423.)
12 (805 ILCS 105/112.20) (from Ch. 32, par. 112.20)
13 Sec. 112.20. Articles of dissolution.
14 (a) When a voluntary dissolution has been authorized as
15 provided by this Act, articles of dissolution shall be
16 executed and filed in duplicate in accordance with Section
17 101.10 of this Act and shall set forth:
18 (1) The name of the corporation.
19 (2) The date dissolution was authorized.
20 (3) A post-office address to which may be mailed a
21 copy of any process against the corporation that may be
22 served on the Secretary of State.
23 (4) Where dissolution is authorized pursuant to
24 Section 112.05 of this Act:
25 (i) A statement that the dissolution received
26 the affirmative vote of a majority of the directors
27 in office, at a meeting of the board of directors,
28 and the date of the meeting; or
29 (ii) A statement that the dissolution was
30 adopted by written consent, signed by all the
31 directors in office, in compliance with Section
32 108.45 of this Act.
33 (5) If the dissolution was adopted pursuant to
-113- LRB9206483REdvA
1 Section 112.10 or 112.15 of this Act:
2 (i) A statement that the dissolution was
3 adopted at a meeting of members by the affirmative
4 vote of the members having not less than the minimum
5 number of votes necessary to adopt the dissolution,
6 as provided by this Act, the articles of
7 incorporation, or the bylaws, and the date of the
8 meeting; or
9 (ii) A statement that the dissolution was
10 adopted by written consent, signed by members having
11 not less than the minimum number of votes necessary
12 to adopt the dissolution, as provided by this Act,
13 the articles of incorporation, or the bylaws, in
14 compliance with Section 107.10 of this Act.
15 (b) When the provisions of this Section have been
16 complied with, the Secretary of State shall file the articles
17 issue a certificate of dissolution.
18 (c) The dissolution is effective on the date of the
19 filing of the articles issuance of the certificate thereof by
20 the Secretary of State.
21 (Source: P.A. 84-1423.)
22 (805 ILCS 105/112.25) (from Ch. 32, par. 112.25)
23 Sec. 112.25. Revocation of Dissolution.
24 (a) A corporation may revoke its dissolution within 60
25 days of its effective date if the corporation has not begun
26 to distribute its assets or has not commenced a proceeding
27 for court supervision of its winding up under Section 112.50
28 of this Act.
29 (b) The corporation's board of directors may revoke the
30 dissolution without action by members entitled to vote on
31 dissolution.
32 (c) Within 60 days after the dissolution has been
33 revoked by the corporation, articles of revocation of
-114- LRB9206483REdvA
1 dissolution shall be executed and filed in duplicate in
2 accordance with Section 101.10 of this Act and shall set
3 forth:
4 (1) The name of the corporation;
5 (2) The effective date of the dissolution that was
6 revoked;
7 (3) A statement that the corporation has not begun
8 to distribute its assets nor has it commenced a
9 proceeding for court supervision of its winding up;
10 (4) The date the revocation of dissolution was
11 authorized;
12 (5) A statement that the corporation's board of
13 directors revoked the dissolution.
14 (d) When the provisions of this Section have been
15 complied with, the Secretary of State shall file the articles
16 issue a certificate of revocation of dissolution. Failure to
17 file the revocation of dissolution as required in subsection
18 (c) hereof shall not be grounds for the Secretary of State to
19 reject the filing, but the corporation filing beyond the time
20 period shall pay a penalty as prescribed by this Act.
21 (e) The revocation of dissolution is effective on the
22 date of the filing of the articles issuance of the
23 certificate thereof by the Secretary of State and shall
24 relate back and take effect as of the date of issuance of the
25 certificate of dissolution and the corporation may resume
26 conducting affairs as if dissolution had never occurred.
27 (Source: P.A. 85-1269.)
28 (805 ILCS 105/112.35) (from Ch. 32, par. 112.35)
29 Sec. 112.35. Grounds for administrative dissolution. The
30 Secretary of State may dissolve any corporation
31 administratively if:
32 (a) It has failed to file its annual report as required
33 by this Act before the first day of the anniversary month of
-115- LRB9206483REdvA
1 the corporation of the year in which such annual report
2 becomes due;
3 (b) It has failed to file in the office of the Secretary
4 of State any report after the expiration of the period
5 prescribed in this Act for filing such report;
6 (c) It has failed to pay any fees or charges prescribed
7 by this Act;
8 (d) (c) It has failed to appoint and maintain a
9 registered agent in this State; or
10 (e) It has misrepresented any material matter in any
11 application, report, affidavit, or other document filed by
12 the corporation pursuant to this Act; or
13 (f) (d) The Secretary of State receives notification
14 from a local liquor commissioner, pursuant to Section 4-4(3)
15 of "The Liquor Control Act of 1934," as now or hereafter
16 amended, that an organization incorporated under this Act and
17 functioning as a club has violated that Act by selling or
18 offering for sale at retail alcoholic liquors without a
19 retailer's license.
20 (Source: P.A. 84-1423.)
21 (805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
22 Sec. 112.45. Reinstatement following administrative
23 dissolution.
24 (a) A domestic corporation administratively dissolved
25 under Section 112.40 of this Act may be reinstated by the
26 Secretary of State within five years following the date of
27 issuance of the certificate of dissolution upon:
28 (1) The filing of an application for reinstatement;
29 (2) The filing with the Secretary of State by the
30 corporation of all reports then due and theretofore
31 becoming due;
32 (3) The payment to the Secretary of State by the
33 corporation of all fees and penalties then due and
-116- LRB9206483REdvA
1 theretofore becoming due.
2 (b) The application for reinstatement shall be executed
3 and filed in duplicate in accordance with Section 101.10 of
4 this Act and shall set forth:
5 (1) The name of the corporation at the time of the
6 issuance of the certificate of dissolution;
7 (2) If such name is not available for use as
8 determined by the Secretary of State at the time of
9 filing the application for reinstatement, the name of the
10 corporation as changed; provided, however, that any
11 change of name is properly effected pursuant to Section
12 110.05 and Section 110.30 of this Act;
13 (3) The date of the issuance of the certificate of
14 dissolution;
15 (4) The address, including street and number, or
16 rural route number, of the registered office of the
17 corporation upon reinstatement thereof, and the name of
18 its registered agent at such address upon the
19 reinstatement of the corporation, provided however, that
20 any change from either the registered office or the
21 registered agent at the time of dissolution is properly
22 reported pursuant to Section 105.10 of this Act.
23 (c) When a dissolved corporation has complied with the
24 provisions of this Section, the Secretary of State shall file
25 the application for issue a certificate of reinstatement.
26 (d) Upon the filing of the application for issuance of
27 the certificate of reinstatement, the corporate existence
28 shall be deemed to have continued without interruption from
29 the date of the issuance of the certificate of dissolution,
30 and the corporation shall stand revived with such powers,
31 duties and obligations as if it had not been dissolved; and
32 all acts and proceedings of its officers, directors and
33 members, acting or purporting to act as such, which would
34 have been legal and valid but for such dissolution, shall
-117- LRB9206483REdvA
1 stand ratified and confirmed.
2 (Source: P.A. 86-381.)
3 (805 ILCS 105/112.80) (from Ch. 32, par. 112.80)
4 Sec. 112.80. Survival of remedy after dissolution. The
5 dissolution of a corporation either (1) by filing articles of
6 dissolution in accordance with Section 112.20 of this Act,
7 (2) (1) by the issuance of a certificate of dissolution in
8 accordance with Section 112.40 of this Act by the Secretary
9 of State, (3) or (2) by a judgment of dissolution by a
10 Circuit Court of this State, or (4) (3) by expiration of its
11 period of duration, shall not take away nor impair any remedy
12 available to or against such corporation, its directors,
13 members or persons receiving distributions, for any right or
14 claim existing, or any liability incurred, prior to such
15 dissolution if action or other proceeding thereon is
16 commenced within two years after the date of such
17 dissolution. Any such action or proceeding by or against the
18 corporation may be prosecuted or defended by the corporation
19 in its corporate name.
20 (Source: P.A. 84-1423.)
21 (805 ILCS 105/113.05) (from Ch. 32, par. 113.05)
22 Sec. 113.05. Admission of foreign corporation. A
23 foreign corporation organized not for profit, before it
24 conducts any affairs in this State, shall procure a
25 certificate of authority so to do from the Secretary of
26 State. A foreign corporation organized not for profit, upon
27 complying with the provisions of this Act, may secure from
28 the Secretary of State the a certificate of authority to
29 conduct affairs in this State. A foreign corporation shall
30 not be denied a certificate of authority by reason of the
31 fact that the laws of the state under which such corporation
32 is organized governing its organization and internal affairs
-118- LRB9206483REdvA
1 differ from the laws of this State, and nothing in this Act
2 contained shall be construed to authorize this State to
3 regulate the organization or the internal affairs of such
4 corporation.
5 (Source: P.A. 84-1423.)
6 (805 ILCS 105/113.10) (from Ch. 32, par. 113.10)
7 Sec. 113.10. Powers of foreign corporation. No foreign
8 corporation shall conduct in this State any affairs which a
9 corporation organized under the laws of this State is not
10 permitted to conduct. A foreign corporation which shall have
11 received a certificate of authority to conduct affairs under
12 this Act shall, until a certificate of revocation has been
13 issued or an application for of withdrawal shall have been
14 filed issued as provided in this Act, enjoy the same, but no
15 greater, rights and privileges as a domestic corporation
16 organized for the purposes set forth in the application
17 pursuant to which such certificate of authority is granted
18 issued; and, except as in Section 113.05 of this Act
19 otherwise provided with respect to the organization and
20 internal affairs of a foreign corporation and except as
21 elsewhere in this Act otherwise provided, shall be subject to
22 the same duties, restrictions, penalties, and liabilities now
23 or hereafter imposed upon a domestic corporation of like
24 character.
25 (Source: P.A. 84-1423.)
26 (805 ILCS 105/113.15) (from Ch. 32, par. 113.15)
27 Sec. 113.15. Application for certificate of authority.
28 (a) A foreign corporation, in order to procure a
29 certificate of authority to conduct affairs in this State,
30 shall execute and file in duplicate an application therefor,
31 in accordance with Section 101.10 of this Act, and shall also
32 file a copy of its articles of incorporation and all
-119- LRB9206483REdvA
1 amendments thereto, duly authenticated by the proper officer
2 of the state or country wherein it is incorporated. Such
3 application shall set forth:
4 (1) The name of the corporation, with any additions
5 thereto required in order to comply with Section 104.05
6 of this Act together with the State or country under the
7 laws of which it is organized;
8 (2) The date of its incorporation and the period of
9 its duration;
10 (3) The address, including street and number, if
11 any, of its principal office;
12 (4) The address, including street and number, or
13 rural route number, of its proposed registered office in
14 this State, and the name of its proposed registered agent
15 in this State at such address;
16 (5) (Blank); The names of the states and countries,
17 if any, in which it is admitted or qualified to conduct
18 affairs;
19 (6) The purpose or purposes for which it was
20 organized which it proposes to pursue in the conduct of
21 affairs in this State;
22 (7) The names and respective residential addresses,
23 including street and number, or rural route number, of
24 its directors and officers;
25 (8) With respect to any foreign corporation a
26 purpose of which is to function as a club, as defined in
27 Section 1- 3.24 of "The Liquor Control Act of 1934," as
28 now or hereafter amended, a statement that it will comply
29 with the State and local laws and ordinances relating to
30 alcoholic liquors; and
31 (9) Such additional information as may be necessary
32 or appropriate in order to enable the Secretary of State
33 to determine whether such corporation is entitled to be
34 granted a certificate of authority to conduct affairs in
-120- LRB9206483REdvA
1 this State.
2 (b) Such application shall be made on forms prescribed
3 and furnished by the Secretary of State.
4 (c) When the provisions of this Section have been
5 complied with, the Secretary of State shall file the
6 application for issue a certificate of authority.
7 (Source: P.A. 85-1269.)
8 (805 ILCS 105/113.20) (from Ch. 32, par. 113.20)
9 Sec. 113.20. Effect of certificate of authority. Upon
10 the filing of the application for issuance of a certificate
11 of authority by the Secretary of State, the corporation shall
12 have the right to conduct affairs in this State for those
13 purposes set forth in its application, subject, however, to
14 the right of this State to revoke such right to conduct
15 affairs in this State as provided in this Act.
16 (Source: P.A. 84-1423.)
17 (805 ILCS 105/113.25) (from Ch. 32, par. 113.25)
18 Sec. 113.25. Change of name by foreign corporation.
19 Whenever a foreign corporation which is admitted to conduct
20 affairs in this State shall change its name to one under
21 which a certificate of authority to conduct affairs in this
22 State would not be granted to it on application therefor, the
23 authority of such corporation to conduct affairs in this
24 State shall be suspended and it shall not thereafter conduct
25 any affairs in this State until it has changed its name to a
26 name which is available to it under the laws of this State or
27 until it has adopted an assumed corporate name in accordance
28 with Section 104.15 of this Act.
29 (Source: P.A. 84-1423.)
30 (805 ILCS 105/113.30) (from Ch. 32, par. 113.30)
31 Sec. 113.30. Amendment to articles of incorporation of
-121- LRB9206483REdvA
1 foreign corporation. Each foreign corporation authorized to
2 conduct affairs in this State, whenever its articles of
3 incorporation are amended, shall forthwith file in the office
4 of the Secretary of State a copy of such amendment duly
5 authenticated by the proper officer of the State or country
6 under the laws of which such corporation is organized; but
7 the filing thereof shall not of itself enlarge or alter the
8 purpose or purposes which such corporation is authorized to
9 pursue in conducting affairs in this State, nor authorize
10 such corporation to conduct affairs in this State under any
11 other name than the name set forth in its application for
12 certificate of authority, nor extend the duration of its
13 corporate existence.
14 (Source: P.A. 84-1423.)
15 (805 ILCS 105/113.35) (from Ch. 32, par. 113.35)
16 Sec. 113.35. Merger of foreign corporation authorized to
17 conduct affairs in this state. Whenever a foreign
18 corporation authorized to conduct affairs in this State shall
19 be a party to a statutory merger permitted by the laws of the
20 state or country under which it is organized, and such
21 corporation shall be the surviving corporation, it shall
22 forthwith file with the Secretary of State a copy of the
23 articles of merger duly authenticated by the proper officer
24 of the state or country under the laws of which such
25 statutory merger was effected; and it shall not be necessary
26 for such corporation to procure either a new or an amended
27 certificate of authority to conduct affairs in this State
28 unless the name of such corporation or the duration of its
29 corporate existence be changed thereby or unless the
30 corporation desires to pursue in this State other or
31 additional purposes than those which it is then authorized to
32 pursue in this State.
33 (Source: P.A. 84-1423.)
-122- LRB9206483REdvA
1 (805 ILCS 105/113.40) (from Ch. 32, par. 113.40)
2 Sec. 113.40. Amended certificate of authority. A
3 foreign corporation authorized to conduct affairs in this
4 State shall secure an amended certificate of authority to do
5 so in the event it changes its corporate name, changes the
6 duration of its corporate existence, or desires to pursue in
7 this State other or additional purposes than those set forth
8 in its prior application for a certificate of authority, by
9 making application to the Secretary of State.
10 The application shall set forth:
11 (1) The name of the corporation, with any additions
12 required in order to comply with Section 104.05 of this
13 Act, together with the state or country under the laws of
14 which it is organized.
15 (2) The change to be effected.
16 (Source: P.A. 88-151.)
17 (805 ILCS 105/113.45) (from Ch. 32, par. 113.45)
18 Sec. 113.45. Withdrawal of foreign corporation. A
19 foreign corporation authorized to conduct affairs in this
20 State may withdraw from this State upon filing with procuring
21 from the Secretary of State an application for a certificate
22 of withdrawal. In order to procure such certificate of
23 withdrawal, such foreign corporation shall either:
24 (a) Execute and file in duplicate, in accordance with
25 Section 101.10 of this Act, an application for withdrawal and
26 a final report which shall set forth:
27 (1) That it surrenders its authority to conduct
28 affairs in this State;
29 (2) That it revokes the authority of its registered
30 agent in this State to accept service of process and
31 consents that service of process in any suit, action, or
32 proceeding based upon any cause of action arising in this
33 State during the time the corporation was licensed to
-123- LRB9206483REdvA
1 conduct affairs in this State may thereafter be made on
2 such corporation by service thereof on the Secretary of
3 State;
4 (3) A post office address to which may be mailed a
5 copy of any process against the corporation that may be
6 served on the Secretary of State;
7 (4) The name of the corporation and the state or
8 country under the laws of which it is organized; and
9 (5) Such additional information as may be necessary
10 or appropriate in order to enable the Secretary of State
11 to determine and assess any unpaid fees payable by such
12 foreign corporation as in this Act prescribed; or
13 (b) If it has been dissolved, file a copy of the
14 articles of dissolution duly authenticated by the proper
15 officer of the state or country under the laws of which such
16 corporation was organized.
17 (c) The application for withdrawal and the final report
18 shall be made on forms prescribed and furnished by the
19 Secretary of State.
20 (d) When the corporation has complied with subsection
21 (a) or (b) of this Section, the Secretary of State shall file
22 the application for issue a certificate of withdrawal and
23 mail a copy of the application to the corporation or its
24 representative. If the provisions of subsection (b) of this
25 Section have been followed, the Secretary of State shall file
26 a the copy of the articles of dissolution in his or her
27 office with one copy of the certificate of withdrawal affixed
28 thereto and mail the original to the corporation or its
29 representative.
30 Upon the filing of the application for issuance of such
31 certificate of withdrawal or copy of the articles of
32 dissolution, the authority of the corporation to conduct
33 affairs in this State shall cease.
34 (Source: P.A. 84-1423.)
-124- LRB9206483REdvA
1 (805 ILCS 105/113.50) (from Ch. 32, par. 113.50)
2 Sec. 113.50. Grounds for revocation of certificate of
3 authority.
4 (a) (1) The certificate of authority of a foreign
5 corporation to conduct affairs in this State may be revoked
6 by the Secretary of State:
7 (1) (a) Upon the failure of an officer or director
8 to whom interrogatories have been propounded by the
9 Secretary of State, as provided in this Act, to answer
10 the same fully and to file such answer in the office of
11 the Secretary of State;
12 (2) (b) If the certificate of authority of the
13 corporation was procured through fraud practiced upon the
14 State;
15 (3) (c) If the corporation has continued to exceed
16 or abuse the authority conferred upon it by this Act;
17 (4) (d) Upon the failure of the corporation to keep
18 on file in the office of the Secretary of State duly
19 authenticated copies of each amendment to its articles or
20 incorporation;
21 (5) (e) Upon the failure of the corporation to
22 appoint and maintain a registered agent in this State;
23 (6) (f) Upon the failure of the corporation to file
24 any report after the period prescribed by this Act for
25 the filing of such report;
26 (7) (g) Upon the failure of the corporation to pay
27 any fees or charges prescribed by this Act;
28 (8) (h) For misrepresentation of any material
29 matter in any application, report, affidavit, or other
30 document filed by such corporation pursuant to this Act;
31 (9) (i) Upon the failure of the corporation to
32 renew its assumed name or to apply to change its assumed
33 name pursuant to the provisions of this Act, when the
34 corporation can only conduct affairs within this State
-125- LRB9206483REdvA
1 under its assumed name in accordance with the provisions
2 of Section 104.05 of this Act;
3 (10) (j) Upon notification from the local liquor
4 commissioner, pursuant to Section 4-4(3) of "The Liquor
5 Control Act of 1934," as now or hereafter amended, that a
6 foreign corporation functioning as a club in this State
7 has violated that Act by selling or offering for sale at
8 retail alcoholic liquors without a retailer's license; or
9 (11) (k) When, in an action by the Attorney
10 General, under the provisions of the "Consumer Fraud and
11 Deceptive Business Practices Act", or "An Act to regulate
12 solicitation and collection of funds for charitable
13 purposes, providing for violations thereof, and making an
14 appropriation therefor", approved July 26, 1963, as
15 amended, or the "Charitable Trust Act", a court has found
16 that the corporation substantially and willfully violated
17 any of such Acts.
18 (b) (2) The enumeration of grounds for revocation in
19 paragraphs (1) (a) through (11) (k) of subsection (a) (1)
20 shall not preclude any action by the Attorney General which
21 is authorized by any other statute of the State of Illinois
22 or the common law.
23 (Source: P.A. 84-1423.)
24 (805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
25 Sec. 113.55. Procedure for revocation of certificate of
26 authority.
27 (a) After the Secretary of State determines that one or
28 more grounds exist under Section 113.50 of this Act for the
29 revocation of a certificate of authority of a foreign
30 corporation, he or she shall send by regular mail to each
31 delinquent corporation a Notice of Delinquency to its
32 registered office, or, if the corporation has failed to
33 maintain a registered office, then to the president or other
-126- LRB9206483REdvA
1 principal officer at the last known office of said officer.
2 (b) If the corporation does not correct the default
3 within 90 days following such notice, the Secretary of State
4 shall thereupon revoke the certificate of authority of the
5 corporation by issuing a certificate of revocation that
6 recites the grounds for revocation and its effective date.
7 The Secretary of State shall file the original of the
8 certificate in his or her office, mail one copy to the
9 corporation at its registered office and file one copy for
10 record in the office of the Recorder of the county in which
11 the registered office of the corporation in this State is
12 situated, to be recorded by such Recorder. The Recorder
13 shall submit for payment, on a quarterly basis, to the
14 Secretary of State the amount of filing fees incurred.
15 (c) Upon the issuance of the certificate of revocation,
16 the authority of the corporation to conduct affairs in this
17 State shall cease and such revoked corporation shall not
18 thereafter conduct any affairs in this State.
19 (Source: P.A. 84-1423.)
20 (805 ILCS 105/113.60) (from Ch. 32, par. 113.60)
21 Sec. 113.60. Reinstatement following revocation.
22 (a) A foreign corporation revoked under Section 113.55
23 of this Act may be reinstated by the Secretary of State
24 within five years following the date of issuance of the
25 certificate of revocation upon:
26 (1) The filing of an application for reinstatement;
27 (2) The filing with the Secretary of State by the
28 corporation of all reports then due and theretofore
29 becoming due; and
30 (3) The payment to the Secretary of State by the
31 corporation of all fees and penalties then due and
32 theretofore becoming due.
33 (b) The application for reinstatement shall be executed
-127- LRB9206483REdvA
1 and filed in duplicate in accordance with Section 101.10 of
2 this Act and shall set forth:
3 (1) The name of the corporation at the time of the
4 issuance of the certificate of revocation;
5 (2) If such name is not available for use as
6 determined by the Secretary of State at the time of
7 filing the application for reinstatement, the name of the
8 corporation as changed, or the assumed corporate name
9 which the corporation elects to adopt for use in this
10 State in accordance with Section 104.05; provided,
11 however, that any change of name is properly effected
12 pursuant to Sections 113.30 and Section 113.40 of this
13 Act, and any adoption of assumed corporate name is
14 properly effected pursuant to Section 104.15 of this Act;
15 (3) The date of the issuance of the certificate of
16 revocation; and
17 (4) The address, including street and number, or
18 rural route number, of the registered office of the
19 corporation upon reinstatement thereof, and the name of
20 its registered agent at such address upon the
21 reinstatement of the corporation; provided, however, that
22 any change from either the registered office or the
23 registered agent at the time of revocation is properly
24 reported pursuant to Section 105.10 of this Act.
25 (c) When a revoked corporation has complied with the
26 provisions of this Section, the Secretary of State shall file
27 the application for issue a certificate of reinstatement.
28 (d) Upon the filing of the application for issuance of
29 the certificate of reinstatement, the authority of the
30 corporation to conduct affairs in this State shall be deemed
31 to have continued without interruption from the date of the
32 issuance of the certificate of revocation, and the
33 corporation shall stand revived as if its certificate of
34 authority had not been revoked; and all acts and proceedings
-128- LRB9206483REdvA
1 of its officers, directors and members, acting or purporting
2 to act as such, which would have been legal and valid but for
3 such revocation, shall stand ratified and confirmed.
4 (Source: P.A. 85-1269.)
5 (805 ILCS 105/113.65) (from Ch. 32, par. 113.65)
6 Sec. 113.65. Application to corporations heretofore
7 qualified to conduct affairs in this state. Foreign
8 corporations which have been duly authorized to conduct
9 affairs in this State at the time this Act takes effect, for
10 a purpose or purposes for which a corporation might secure
11 such authority under this Act, shall, subject to the
12 limitations set forth in their respective applications for
13 certificates of authority, be entitled to all the rights and
14 privileges applicable to foreign corporations procuring
15 authority to conduct affairs in this State under this Act,
16 and from the time this Act takes effect such corporation
17 shall be subject to all the limitations, restrictions,
18 liabilities, and duties prescribed herein for foreign
19 corporations procuring under this Act authority to conduct
20 affairs in this State.
21 (Source: P.A. 84-1423.)
22 (805 ILCS 105/113.70) (from Ch. 32, par. 113.70)
23 Sec. 113.70. Conducting affairs without certificate of
24 authority. No foreign corporation conducting affairs in this
25 state without a certificate of authority to do so is
26 permitted to maintain a civil action in any court of this
27 State, until such corporation obtains such a certificate of
28 authority. Nor shall a civil action be maintained in any
29 court of this State by any successor or assignee of such
30 corporation on any right, claim or demand arising out of
31 conducting affairs by such corporation in this State, until a
32 certificate of authority to conduct affairs in this State is
-129- LRB9206483REdvA
1 obtained by such corporation or by a corporation which has
2 acquired all or substantially all of its assets. The failure
3 of a foreign corporation to obtain a certificate of authority
4 to conduct affairs in this State does not impair the validity
5 of any contract or act of such corporation, and does not
6 prevent such corporation from defending any action in any
7 court of this State.
8 (Source: P.A. 84-1423.)
9 (805 ILCS 105/114.05) (from Ch. 32, par. 114.05)
10 Sec. 114.05. Annual report of domestic or foreign
11 corporation. Each domestic corporation organized under this
12 Act, and each foreign corporation authorized to conduct
13 affairs in this State, shall file, within the time prescribed
14 by this Act, an annual report setting forth:
15 (a) The name of the corporation.
16 (b) The address, including street and number, or rural
17 route number, of its registered office in this State, and the
18 name of its registered agent at such address and a statement
19 of change of its registered office or registered agent, or
20 both, if any.
21 (c) The address, including street and number, if any, of
22 its principal office.
23 (d) The names and respective residential addresses,
24 including street and number, or rural route number, of its
25 directors and officers.
26 (e) A brief statement of the character of the affairs
27 which the corporation is actually conducting from among the
28 purposes authorized in Section 103.05 of this Act.
29 (f) (Blank). Whether the corporation is a Condominium
30 Association as established under the Condominium Property
31 Act, a Cooperative Housing Corporation defined in Section 216
32 of the Internal Revenue Code of 1954 or a Homeowner
33 Association which administers a common-interest community as
-130- LRB9206483REdvA
1 defined in subsection (c) of Section 9-102 of the Code of
2 Civil Procedure.
3 (g) Such additional information as may be necessary or
4 appropriate in order to enable the Secretary of State to
5 administer this Act and to verify the proper amount of fees
6 payable by the corporation.
7 Such annual report shall be made on forms prescribed and
8 furnished by the Secretary of State, and the information
9 therein required by subsections (a) to (d), both inclusive,
10 of this Section, shall be given as of the date of the
11 execution of the annual report. It shall be executed by the
12 corporation by any authorized officer and verified by him or
13 her, or, if the corporation is in the hands of a receiver or
14 trustee, it shall be executed on behalf of the corporation
15 and verified by such receiver or trustee.
16 (Source: P.A. 88-691, eff. 1-24-95.)
17 (805 ILCS 105/115.05) (from Ch. 32, par. 115.05)
18 Sec. 115.05. Fees and charges to be collected by
19 Secretary of State. The Secretary of State shall charge and
20 collect in accordance with the provisions of this Act:
21 (a) Fees for filing documents and issuing certificates.
22 (b) Miscellaneous charges.
23 (c) Fees for filing annual reports.
24 (Source: P.A. 84-1423.)
25 (805 ILCS 105/115.10) (from Ch. 32, par. 115.10)
26 Sec. 115.10. Fees for filing documents and issuing
27 certificates. The Secretary of State shall charge and
28 collect for:
29 (a) Filing articles of incorporation and issuing a
30 certificate of incorporation, $50.
31 (b) Filing articles of amendment and issuing a
32 certificate of amendment, $25, unless the amendment is a
-131- LRB9206483REdvA
1 restatement of the articles of incorporation, in which case
2 the fee shall be $100.
3 (c) Filing articles of merger or consolidation and
4 issuing a certificate of merger or consolidation, $25.
5 (d) Filing articles of dissolution, $5.
6 (e) Filing application to reserve a corporate name, $25.
7 (f) Filing a notice of transfer of a reserved corporate
8 name, $25.
9 (g) Filing statement of change of address of registered
10 office or change of registered agent, or both, if other than
11 on an annual report, $5.
12 (h) Filing an application of a foreign corporation for
13 certificate of authority to conduct affairs in this State and
14 issuing a certificate of authority, $50.
15 (i) Filing an application of a foreign corporation for
16 amended certificate of authority to conduct affairs in this
17 State and issuing an amended certificate of authority, $25.
18 (j) Filing a copy of amendment to the articles of
19 incorporation of a foreign corporation holding a certificate
20 of authority to conduct affairs in this State, $25, unless
21 the amendment is a restatement of the articles of
22 incorporation, in which case the fee shall be $100.
23 (k) Filing a copy of articles of merger of a foreign
24 corporation holding a certificate of authority to conduct
25 affairs in this State, $25.
26 (l) Filing an application for withdrawal and final
27 report or a copy of articles of dissolution, of a foreign
28 corporation and issuing a certificate of withdrawal, $5.
29 (m) Filing an annual report of a domestic or foreign
30 corporation, $5.
31 (n) Filing an application for reinstatement of a
32 domestic or a foreign corporation, and issuing a certificate
33 of reinstatement, $25.
34 (o) Filing an application for use or change of an
-132- LRB9206483REdvA
1 assumed corporate name, $150 $20 plus $2.50 for each year
2 month or part thereof ending in 0 or 5, $120 for each year or
3 part thereof ending in 1 or 6, $90 for each year or part
4 thereof ending in 2 or 7, $60 for each year or part thereof
5 ending in 3 or 8, $30 for each year or part thereof ending in
6 4 or 9, between the date of filing the application and the
7 date of the renewal of the assumed corporate name; and a
8 renewal fee for each assumed corporate name, $150.
9 (p) Filing an application for change or cancellation of
10 an assumed corporate name, $5.
11 (q) Filing an application to register the corporate name
12 of a foreign corporation, $50; and an annual renewal fee for
13 the registered name, $50.
14 (r) Filing an application for cancellation of a
15 registered name of a foreign corporation, $5.
16 (s) Filing a statement of correction, $25.
17 (t) Filing an election to accept this Act, $25.
18 (u) Filing any other statement or report, $5.
19 (Source: P.A. 87-516; 88-691, eff. 1-24-95.)
20 (805 ILCS 105/115.20) (from Ch. 32, par. 115.20)
21 Sec. 115.20. Expedited service fees.
22 (a) The Secretary of State may charge and collect a fee
23 for expedited services as follows:
24 Certificates of good standing or fact, $10;
25 All filings, copies of documents, annual reports for up
26 to 3 years, and copies of documents of dissolved corporations
27 having a file number over 5199, $25.
28 (b) Expedited services shall not be available for a
29 statement of correction, a petition for refund or adjustment,
30 or any request for copies involving more than 3 year's annual
31 reports or involving dissolved corporations with a file
32 number below 5200.
33 (c) All moneys collected under this Section shall be
-133- LRB9206483REdvA
1 deposited into the Department of Business Services Special
2 Operations Fund. No other fees or taxes collected under this
3 Act shall be deposited into that Fund.
4 (d) As used in this Section, "expedited services" has
5 the meaning ascribed thereto in Section 15.95 of the Business
6 Corporation Act of 1983.
7 (Source: P.A. 91-463, eff. 1-1-00.)
8 Section 15. The Limited Liability Company Act is amended
9 by changing Sections 1-10, 5-55, 15-5, 35-40, 35-50, 45-65,
10 50-10, and 50-50 as follows:
11 (805 ILCS 180/1-10)
12 Sec. 1-10. Limited liability company name.
13 (a) The name of each limited liability company as set
14 forth in its articles of organization:
15 (1) shall contain the terms "limited liability
16 company", "L.L.C.", or "LLC";
17 (2) may not contain a word or phrase, or an
18 abbreviation or derivation thereof, the use of which is
19 prohibited or restricted by any other statute of this
20 State unless the restriction has been complied with;
21 (3) shall consist of letters of the English
22 alphabet, Arabic or Roman numerals, or symbols capable of
23 being readily reproduced by the Office of the Secretary
24 of State;
25 (4) shall not contain any of the following terms:
26 "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.,"
27 "Co.," "Limited Partnership" or "L.P.";
28 (5) shall be the name under which the limited
29 liability company transacts business in this State unless
30 the limited liability company also elects to adopt an
31 assumed name or names as provided in this Act; provided,
32 however, that the limited liability company may use any
-134- LRB9206483REdvA
1 divisional designation or trade name without complying
2 with the requirements of this Act, provided the limited
3 liability company also clearly discloses its name;
4 (6) shall not contain any word or phrase that
5 indicates or implies that the limited liability company
6 is authorized or empowered to be in the business of a
7 corporate fiduciary unless otherwise permitted by the
8 Commissioner of the Office of Banks and Real Estate under
9 Section 1-9 of the Corporate Fiduciary Act. The word
10 "trust", "trustee", or "fiduciary" may be used by a
11 limited liability company only if it has first complied
12 with Section 1-9 of the Corporate Fiduciary Act; and
13 (7) shall contain the word "trust", if it is a
14 limited liability company organized for the purpose of
15 accepting and executing trusts.
16 (b) Nothing in this Section or Section 1-20 shall
17 abrogate or limit the common law or statutory law of unfair
18 competition or unfair trade practices, nor derogate from the
19 common law or principles of equity or the statutes of this
20 State or of the United States of America with respect to the
21 right to acquire and protect copyrights, trade names,
22 trademarks, service marks, service names, or any other right
23 to the exclusive use of names or symbols.
24 (c) The name shall not contain any word or phrase that
25 indicates or implies that it is organized for any purposes
26 other than those permitted by this Act as limited by its
27 articles of organization.
28 (d) The name shall be distinguishable upon the records
29 in the Office of the Secretary of State from all of the
30 following:
31 (1) Any limited liability company that has articles
32 of organization filed with the Secretary of State under
33 Section 5-5.
34 (2) Any foreign limited liability company admitted
-135- LRB9206483REdvA
1 to transact business in this State.
2 (3) Any name for which an exclusive right has been
3 reserved in the Office of the Secretary of State under
4 Section 1-15.
5 (4) Any assumed name that is registered with the
6 Secretary of State under Section 1-20.
7 (5) Any corporate name or assumed corporate name of
8 a domestic or foreign corporation subject to the
9 provisions of Section 4.05 of the Business Corporation
10 Act of 1983.
11 (e) The provisions of subsection (d) of this Section
12 shall not apply if the organizer files with the Secretary of
13 State a certified copy of a final decree of a court of
14 competent jurisdiction establishing the prior right of the
15 applicant to the use of that name in this State.
16 (f) The Secretary of State shall determine whether a
17 name is "distinguishable" from another name for the purposes
18 of this Act. Without excluding other names that may not
19 constitute distinguishable names in this State, a name is not
20 considered distinguishable, for purposes of this Act, solely
21 because it contains one or more of the following:
22 (1) The word "limited", "liability" or "company" or
23 an abbreviation of one of those words.
24 (2) Articles, conjunctions, contractions,
25 abbreviations, or different tenses or number of the same
26 word.
27 (Source: P.A. 90-424, eff. 1-1-98.)
28 (805 ILCS 180/5-55)
29 Sec. 5-55. Filing in Office of Secretary of State.
30 (a) Whenever any provision of this Act requires a
31 limited liability company to file any document with the
32 Office of the Secretary of State, the requirement means that:
33 (1) the original document, executed as described in
-136- LRB9206483REdvA
1 Section 5-45, and, if required by this Act to be filed in
2 duplicate, one copy (which may be a signed carbon or
3 photocopy) shall be delivered to the Office of the
4 Secretary of State;
5 (2) all fees and charges authorized by law to be
6 collected by the Secretary of State in connection with
7 the filing of the document shall be tendered to the
8 Secretary of State; and
9 (3) unless the Secretary of State finds that the
10 document does not conform to law, he or she shall, when
11 all fees have been paid:
12 (A) endorse on the original and on the copy
13 the word "Filed" and the month, day, and year of the
14 filing thereof;
15 (B) file in his or her office the original of
16 the document; and
17 (C) return the copy to the person who filed it
18 or to that person's representative.
19 (b) If another Section of this Act specifically
20 prescribes a manner of filing or signing a specified document
21 that differs from the corresponding provisions of this
22 Section, then the provisions of the other Section shall
23 govern.
24 (Source: P.A. 87-1062.)
25 (805 ILCS 180/15-5)
26 Sec. 15-5. Operating agreement.
27 (a) Except as otherwise provided in subsection (b) of
28 this Section, All members of a limited liability company may
29 enter into an operating agreement to regulate the affairs of
30 the company and the conduct of its business and to govern
31 relations among the members, managers, and company. To the
32 extent the operating agreement does not otherwise provide,
33 this Act governs relations among the members, managers, and
-137- LRB9206483REdvA
1 company. Except as provided in subsection (b) of this
2 Section, an operating agreement may modify any provision or
3 provisions of this Act governing relations among the members,
4 managers, and company.
5 (b) The operating agreement may not:
6 (1) unreasonably restrict a right to information or
7 access to records under Section 10-15;
8 (2) vary the right to expel a member in an event
9 specified in subdivision (6) of Section 35-45;
10 (3) vary the requirement to wind up the limited
11 liability company's business in a case specified in
12 subdivisions (3) or (4) of Section 35-1;
13 (4) restrict rights of a person, other than a
14 manager, member, and transferee of a member's
15 distributional interest, under this Act;
16 (5) restrict the power of a member to dissociate
17 under Section 35-50, although an operating agreement may
18 determine whether a dissociation is wrongful under
19 Section 35-50, and it may eliminate or vary the
20 obligation of the limited liability company to purchase
21 the dissociated member's distributional interest under
22 Section 35-60;
23 (6) eliminate or reduce a member's fiduciary
24 duties, but may;
25 (A) identify specific types or categories of
26 activities that do not violate these duties, if not
27 manifestly unreasonable; and
28 (B) specify the number or percentage of
29 members or disinterested managers that may authorize
30 or ratify, after full disclosure of all materials
31 facts, a specific act or transaction that otherwise
32 would violate these duties; or
33 (7) eliminate or reduce the obligation of good
34 faith and fair dealing under subsection (d) of Section
-138- LRB9206483REdvA
1 15-3, but the operating agreement may determine the
2 standards by which the performance of the obligation is
3 to be measured, if the standards are not manifestly
4 unreasonable.
5 (c) In a limited liability company with only one member,
6 the operating agreement includes any of the following:
7 (1) Any writing, without regard to whether the
8 writing otherwise constitutes an agreement, as to the
9 company's affairs signed by the sole member.
10 (2) Any written agreement between the member and
11 the company as to the company's affairs.
12 (3) Any agreement, which need not be in writing,
13 between the member and the company as to a company's
14 affairs, provided that the company is managed by a
15 manager who is a person other than the member.
16 (Source: P.A. 90-424, eff. 1-1-98.)
17 (805 ILCS 180/35-40)
18 Sec. 35-40. Reinstatement following administrative
19 dissolution.
20 (a) A limited liability company administratively
21 dissolved under Section 35-25 may be reinstated by the
22 Secretary of State within 5 years following the date of
23 issuance of the notice of dissolution upon the occurrence of
24 all of the following:
25 (1) The filing of an application for reinstatement.
26 (2) The filing with the Secretary of State by the
27 limited liability company of all reports then due and
28 theretofore becoming due.
29 (3) The payment to the Secretary of State by the
30 limited liability company of all fees and penalties then
31 due and theretofore becoming due.
32 (b) The application for reinstatement shall be executed
33 and filed in duplicate in accordance with Section 5-45 of
-139- LRB9206483REdvA
1 this Act and shall set forth all of the following:
2 (1) The name of the limited liability company at
3 the time of the issuance of the notice of dissolution.
4 (2) If the name is not available for use as
5 determined by the Secretary of State at the time of
6 filing the application for reinstatement, the name of the
7 limited liability company as changed, provided that any
8 change of name is properly effected under Section 1-10
9 and Section 1-15 of this Act.
10 (3) The date of issuance of the notice of
11 dissolution.
12 (4) The address, including street and number or
13 rural route number of the registered office of the
14 limited liability company upon reinstatement thereof and
15 the name of its registered agent at that address upon the
16 reinstatement of the limited liability company, provided
17 that any change from either the registered office or the
18 registered agent at the time of dissolution is properly
19 reported under Section 1-35 of this Act.
20 (c) When a dissolved limited liability company has
21 complied with the provisions of the Section, the Secretary of
22 State shall file the application for issue a certificate of
23 reinstatement.
24 (d) Upon the filing of the application for issuance of
25 the certificate of reinstatement, the limited liability
26 company existence shall be deemed to have continued without
27 interruption from the date of the issuance of the notice of
28 dissolution, and the limited liability company shall stand
29 revived with the powers, duties, and obligations as if it had
30 not been dissolved; and all acts and proceedings of its
31 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. 87-1062.)
-140- LRB9206483REdvA
1 (805 ILCS 180/35-50)
2 Sec. 35-50. Member's power to dissociate; wrongful
3 dissociation.
4 (a) A member of a member-managed company has the power
5 to dissociate from a limited liability company at any time,
6 rightfully or wrongfully, by express will under subdivision
7 (1) of Section 35-45. If an operating agreement does not
8 specify in writing the time or the events upon the happening
9 of which a member of a member-managed company may dissociate,
10 a member does not have the power, rightfully or wrongfully,
11 to dissociate from the company before the dissolution and
12 winding up of the company.
13 (b) The member's dissociation from a member-managed
14 limited liability company is wrongful only if it is in breach
15 of an express provision of the agreement.
16 (c) A member who wrongfully dissociates from a
17 member-managed limited liability company is liable to the
18 company and to the other members for damages caused by the
19 dissociation. The liability is in addition to any other
20 obligation of the member to the company or to the other
21 members.
22 (d) If a member-managed limited liability company does
23 not dissolve and wind up its business as a result of a
24 member's wrongful dissociation under subsection (b) of this
25 Section, damages sustained by the company for the wrongful
26 dissociation must be offset against distributions otherwise
27 due the member after the dissociation.
28 (e) Unless otherwise provided in writing in an
29 agreement, a company whose original articles of organization
30 were filed with the Secretary of State and effective on or
31 before January 1, 2001, shall continue to be governed by this
32 Section in effect immediately prior to January 1, 2001, and
33 shall not be governed by this Section.
34 (Source: P.A. 90-424, eff. 1-1-98.)
-141- LRB9206483REdvA
1 (805 ILCS 180/45-65)
2 Sec. 45-65. Reinstatement following revocation.
3 (a) A limited liability company whose admission has been
4 revoked under Section 45-35 may be reinstated by the
5 Secretary of State within 5 years following the date of
6 issuance of the certificate of revocation upon the occurrence
7 of all of the following:
8 (1) The filing of the application for
9 reinstatement.
10 (2) The filing with the Secretary of State by the
11 limited liability company of all reports then due and
12 becoming due.
13 (3) The payment to the Secretary of State by the
14 limited liability company of all fees and penalties then
15 due and becoming due.
16 (b) The application for reinstatement shall be executed
17 and filed in duplicate in accordance with Section 5-45 and
18 shall set forth all of the following:
19 (1) The name of the limited liability company at
20 the time of the issuance of the notice of revocation.
21 (2) If the name is not available for use as
22 determined by the Secretary of State at the time of
23 filing the application for reinstatement, the name of the
24 limited liability company as changed, provided that any
25 change is properly effected under Sections 1-10 and
26 45-25.
27 (3) The date of the issuance of the notice of
28 revocation.
29 (4) The address, including street and number or
30 rural route number of the registered office of the
31 limited liability company upon reinstatement and the name
32 of its registered agent at that address upon the
33 reinstatement of the limited liability company, provided
34 that any change from either the registered office or the
-142- LRB9206483REdvA
1 registered agent at the time of revocation is properly
2 reported under Section 1-35.
3 (c) When a limited liability company whose admission has
4 been revoked has complied with the provisions of this
5 Section, the Secretary of State shall file the application
6 for issue a certificate of reinstatement.
7 (d) Upon the filing of the application for issuance of
8 the certificate of reinstatement: (i) the admission of the
9 limited liability company to transact business in this State
10 shall be deemed to have continued without interruption from
11 the date of the issuance of the notice of revocation, (ii)
12 the limited liability company shall stand revived with the
13 powers, duties, and obligations as if its admission had not
14 been revoked, and (iii) all acts and proceedings of its
15 members or managers, acting or purporting to act in that
16 capacity, that would have been legal and valid but for the
17 revocation, shall stand ratified and confirmed.
18 (Source: P.A. 90-424, eff. 1-1-98.)
19 (805 ILCS 180/50-10)
20 Sec. 50-10. Fees.
21 (a) The Secretary of State shall charge and collect in
22 accordance with the provisions of this Act and rules
23 promulgated under its authority all of the following:
24 (1) Fees for filing documents.
25 (2) Miscellaneous charges.
26 (3) Fees for the sale of lists of filings, copies
27 of any documents, and for the sale or release of any
28 information.
29 (b) The Secretary of State shall charge and collect for
30 all of the following:
31 (1) Filing articles of organization of limited
32 liability companies (domestic), application for admission
33 (foreign), and restated articles of organization
-143- LRB9206483REdvA
1 (domestic), $400.
2 (2) Filing amendments:
3 (A) For other than change of registered agent
4 name or registered office, or both, $100.
5 (B) For the purpose of changing the registered
6 agent name or registered office, or both, $25.
7 (3) Filing articles of dissolution or application
8 for withdrawal, $100.
9 (4) Filing an application to reserve a name, $300.
10 (5) Renewal fee for reserved name, $100.
11 (6) Filing a notice of a transfer of a reserved
12 name, $100.
13 (7) Registration of a name, $300.
14 (8) Renewal of registration of a name, $100.
15 (9) Filing an application for use of an assumed
16 name under Section 1-20 of this Act, $150 $20 plus $5 for
17 each year month or part thereof ending in 0 or 5, $120
18 for each year or part thereof ending in 1 or 6, $90 for
19 each year or part thereof ending in 2 or 7, $60 for each
20 year or part thereof ending in 3 or 8, $30 for each year
21 or part thereof ending in 4 or 9, between the date of
22 filing the application and the date of the renewal of the
23 assumed name; and a renewal for each assumed name, $300.
24 (10) Filing an application for change of an assumed
25 name, $100.
26 (11) Filing an annual report of a limited liability
27 company or foreign limited liability company, $200, if
28 filed as required by this Act, plus a penalty if
29 delinquent.
30 (12) Filing an application for reinstatement of a
31 limited liability company or foreign limited liability
32 company and for issuing a certificate of reinstatement,
33 $500.
34 (13) Filing Articles of Merger, $100 plus $50 for
-144- LRB9206483REdvA
1 each party to the merger in excess of the first 2
2 parties.
3 (14) Filing an Agreement of Conversion or Statement
4 of Conversion, $100.
5 (15) Filing any other document, $100.
6 (c) The Secretary of State shall charge and collect all
7 of the following:
8 (1) For furnishing a copy or certified copy of any
9 document, instrument, or paper relating to a limited
10 liability company or foreign limited liability company,
11 $1 per page, but not less than $25, and $25 for the
12 certificate and for affixing the seal thereto.
13 (2) For the transfer of information by computer
14 process media to any purchaser, fees established by rule.
15 (Source: P.A. 90-424, eff. 1-1-98.)
16 (805 ILCS 180/50-50)
17 Sec. 50-50. Department of Business Services Special
18 Operations Fund.
19 (a) A special fund in the State treasury is created and
20 shall be known as the Department of Business Services Special
21 Operations Fund. Moneys deposited into the Fund shall,
22 subject to appropriation, be used by the Department of
23 Business Services of the Office of the Secretary of State,
24 hereinafter "Department", to create and maintain the
25 capability to perform expedited services in response to
26 special requests made by the public for same-day or 24-hour
27 service. Moneys deposited into the Fund shall be used for,
28 but not limited to, expenditures for personal services,
29 retirement, Social Security, contractual services, equipment,
30 electronic data processing, and telecommunications.
31 (b) The balance in the Fund at the end of any fiscal year
32 shall not exceed $400,000, and any amount in excess thereof
33 shall be transferred to the General Revenue Fund.
-145- LRB9206483REdvA
1 (c) All fees payable to the Secretary of State under this
2 Section shall be deposited into the Fund. No other fees or
3 charges taxes collected under this Act shall be deposited
4 into the Fund.
5 (d) "Expedited services" means services rendered within
6 the same day, or within 24 hours from the time, the request
7 therefor is submitted by the filer, law firm, service
8 company, or messenger physically in person or, at the
9 Secretary of State's discretion, by electronic means, to the
10 Department's Springfield Office and includes requests for
11 certified copies, photocopies, and certificates of good
12 standing made to the Department's Springfield Office in
13 person or by telephone, or requests for certificates of good
14 standing made in person or by telephone to the Department's
15 Chicago Office.
16 (e) Fees for expedited services shall be as follows:
17 Restated articles of organization, $100;
18 Merger or conversion, $100;
19 Articles of organization, $50;
20 Articles of amendment, $50;
21 Reinstatement, $50;
22 Application for admission to transact business, $50;
23 Certificate of good standing or abstract of computer
24 record, $10;
25 All other filings, copies of documents, annual reports,
26 and copies of documents of dissolved or revoked limited
27 liability companies, $25.
28 (Source: P.A. 91-463, eff. 1-1-00.)
29 Section 20. The Uniform Partnership Act is amended by
30 changing Section 8.1 as follows:
31 (805 ILCS 205/8.1)
32 Sec. 8.1. Registered limited liability partnerships.
-146- LRB9206483REdvA
1 (a) To become and to continue as a registered limited
2 liability partnership, a partnership shall file with the
3 Secretary of State an application or a renewal application,
4 as the case may be, stating the name of the partnership; the
5 federal employer identification number of the partnership;
6 the address of its principal office; the address of a
7 registered office and the name and address of a registered
8 agent for service of process in this State, which the
9 partnership is required to maintain; the number of partners;
10 a brief statement of the business in which the partnership
11 engages, including the four-digit business code number
12 required on the entity's U.S. Tax Return; and that the
13 partnership thereby applies for status or renewal of its
14 status, as the case may be, as a registered limited liability
15 partnership; and if the partnership is organized as a
16 registered limited liability partnership under the laws of
17 another state or other foreign jurisdiction, a document or
18 documents sufficient under those laws to constitute official
19 certification of current status in good standing as a
20 registered limited liability partnership under the laws of
21 that state or jurisdiction.
22 (b) The application or renewal application shall be
23 executed by a majority in interest of the partners or by one
24 or more partners authorized to execute an application or
25 renewal application.
26 (c) The application or renewal application for a
27 registered limited liability partnership organized under the
28 laws of this State shall be accompanied by a fee of $100 for
29 each partner, but in no event shall the fee be less than $200
30 or exceed $5,000. The application for a registered limited
31 liability partnership organized under the laws of another
32 state or other foreign jurisdiction shall be $500. The
33 renewal application for a registered limited liability
34 partnership organized under the laws of another state or
-147- LRB9206483REdvA
1 other foreign jurisdiction shall be $300. All such fees
2 shall be deposited into the Division of Corporations
3 Registered Limited Liability Partnership Fund.
4 (d) There is hereby created in the State treasury a
5 special fund to be known as the Division of Corporations
6 Registered Limited Liability Partnership Fund. Moneys
7 deposited into the Fund shall, subject to appropriation, be
8 used by the Business Services Division of the Office of the
9 Secretary of State to administer the responsibilities of the
10 Secretary of State under this Act. The balance of the Fund
11 at the end of any fiscal year shall not exceed $200,000, and
12 any amount in excess thereof shall be transferred to the
13 General Revenue Fund.
14 (e) The Secretary of State shall register as a
15 registered limited liability partnership, and shall renew the
16 registration of any registered limited liability partnership,
17 any partnership that submits a completed application or
18 renewal application with the required fee.
19 (f) Registration is effective at the time the
20 registration application is filed with the Secretary of State
21 or at any later time, not more than 60 days after the filing
22 of the registration application, specified in the
23 application, for one year after the date an application is
24 filed, unless voluntarily withdrawn by filing with the
25 Secretary of State a written withdrawal notice executed by a
26 majority in interest of the partners or by one or more
27 partners authorized to execute a withdrawal notice together
28 with a filing fee of $100. Registration, whether pursuant to
29 an original application or a renewal application, as a
30 registered limited liability partnership is renewed if,
31 during the 60 day period preceding the date the initial
32 registration or renewed registration otherwise would have
33 expired, the partnership files with the Secretary of State a
34 renewal application. A renewed registration expires one year
-148- LRB9206483REdvA
1 after the date an original registration would have expired if
2 the last renewal of the registration had not occurred.
3 (g) The status of a partnership as a registered limited
4 liability partnership shall not be affected by changes after
5 the filing of an application or a renewal application in the
6 information stated in the application or renewal application.
7 (h) The Secretary of State shall provide forms for
8 registration application, renewal of registration, and
9 voluntary withdrawal notice.
10 (Source: P.A. 88-573, eff. 8-11-94; 88-691, eff. 1-24-95.)
11 Section 25. The Revised Uniform Limited Partnership Act
12 is amended by changing Sections 201, 210, 603, 801, 1102, and
13 1111 as follows:
14 (805 ILCS 210/201) (from Ch. 106 1/2, par. 152-1)
15 Sec. 201. Certificate of Limited Partnership.
16 (a) In order to form a limited partnership, a
17 certificate of limited partnership must be executed and filed
18 in the office of the Secretary of State in Springfield or
19 Chicago. Certificates may be filed in such additional
20 offices as the Secretary of State may designate. The
21 certificate shall set forth:
22 (1) the name of the limited partnership;
23 (2) the purposes for which the partnership is
24 formed, which may be stated to be, or to include, the
25 transaction of any or all lawful businesses for which
26 limited partnerships may be formed under this Act;
27 (3) the address of the office at which the records
28 required to be maintained by Section 104 are kept and the
29 name of its registered agent and the address of its
30 registered office required to be maintained by Section
31 103;
32 (4) the name and business address of each general
-149- LRB9206483REdvA
1 partner;
2 (5) the aggregate amount of cash and a description
3 and statement of the aggregate agreed value of the other
4 property or services contributed by the partners and
5 which the partners have agreed to contribute;
6 (6) if agreed upon, a brief statement of the
7 partners' membership and distribution rights;
8 (7) the latest date, if any, upon which the limited
9 partnership is to dissolve;
10 (6) (8) any other matters the partners determine to
11 include therein; and
12 (7) (9) any other information the Secretary of
13 State shall by rule deem necessary to administer this
14 Act.
15 (b) A limited partnership is formed at the time of the
16 filing of the certificate of limited partnership in the
17 office of the Secretary of State or at any later time, not
18 more than 60 days subsequent to the filing of the certificate
19 of limited partnership, specified in the certificate of
20 limited partnership if, in either case, there has been
21 substantial compliance with the requirements of this Section.
22 (Source: P.A. 86-836.)
23 (805 ILCS 210/210)
24 Sec. 210. Merger of limited partnership and limited
25 liability company.
26 (a) Under a plan of merger approved under subsection (c)
27 of this Section, any one or more limited partnerships may
28 merge into one of such limited partnerships or with or into
29 one or more limited liability companies of this State, any
30 other state or states of the United States, or the District
31 of Columbia, if the laws of the other state or states or the
32 District of Columbia permit the merger. The limited
33 partnership or partnerships and the limited liability company
-150- LRB9206483REdvA
1 or companies, if any, may merge with or into a limited
2 partnership, which may be any one of these limited
3 partnerships, or they may merge with or into a limited
4 liability company, which may be any one of these limited
5 liability companies, which shall be a limited partnership or
6 limited liability company of this State, any other state of
7 the United States, or the District of Columbia, which permits
8 the merger.
9 (b) A plan of merger must set forth all of the
10 following:
11 (1) The name of each entity that is a party to the
12 merger.
13 (2) The name of the surviving entity into which the
14 other entity or entities will merge.
15 (3) The type of organization of the surviving
16 entity.
17 (4) The terms and conditions of the merger.
18 (5) The manner and basis for converting the
19 interests, obligations, or other securities of each party
20 to the merger into interests, obligations, or securities
21 of the surviving entity, or into money or other property
22 in whole or in part.
23 (6) The street address of the surviving entity's
24 principal place of business.
25 (c) The plan of merger required by subsection (b) of
26 this Section must be approved by each party to the merger in
27 accordance with all of the following:
28 (1) In the case of a domestic limited partnership,
29 by all of the partners or by the number or percentage of
30 the partners required to approve a merger in the
31 partnership agreement.
32 (2) In the case of a limited liability company, in
33 accordance with the terms of the limited liability
34 company operating agreement, if any, and in accordance
-151- LRB9206483REdvA
1 with the laws under which it was formed.
2 (d) After a plan of merger is approved and before the
3 merger takes effect, the plan may be amended or abandoned as
4 provided in the plan of merger.
5 (e) If a limited partnership or partnerships are merging
6 under this Section, the limited partnership or partnerships
7 and the limited liability company or companies that are
8 parties to the merger must sign the articles of merger. The
9 articles of merger shall be delivered to the Secretary of
10 State of this State for filing. The articles must set forth
11 all of the following:
12 (1) The name of each limited partnership and the
13 name and jurisdiction of organization of each limited
14 liability company, if any, that is a party to the merger.
15 (2) For each limited partnership that is to merge,
16 the date its certificate of limited partnership was filed
17 with the Secretary of State.
18 (3) That a plan of merger has been approved and
19 signed by each limited partnership and each limited
20 liability company, if any, that is a party to the merger.
21 (4) The name and address of the surviving limited
22 partnership or surviving limited liability company.
23 (5) The effective date of the merger.
24 (6) If a limited partnership is the surviving
25 entity, any changes in its certificate of limited
26 partnership that are necessary by reason of the merger.
27 (7) If a party to the merger is a foreign limited
28 liability company, the jurisdiction and date of the
29 filing of its articles of organization and the date when
30 its application for authority was filed with the
31 Secretary of State of this State or, if an application
32 has not been filed, a statement to that effect.
33 (8) If the surviving entity is not a domestic
34 limited partnership or limited liability company
-152- LRB9206483REdvA
1 organized under the laws of this State, an agreement that
2 the surviving entity may be served with process in this
3 State and is subject to liability in any action or
4 proceeding for the enforcement of any liability or
5 obligation of any limited partnership previously subject
6 to suit in this State that is to merge, and for the
7 enforcement, as provided in this Act, of the right of
8 partners of any limited partnership to receive payment
9 for their interest against the surviving entity.
10 (f) The merger is effective upon the filing of the
11 articles of merger with the Secretary of State of this State,
12 or on a later date as specified in the articles of merger not
13 later than 30 days subsequent to the filing of the plan of
14 merger under subsection (e) of this Section.
15 (g) Upon the merger becoming effective, articles of
16 merger shall act as a certificate of cancellation for a
17 domestic limited partnership which is not the surviving
18 entity of the merger.
19 (h) Upon the merger becoming effective, articles of
20 merger may operate as an amendment to the certificate of
21 limited partnership of the limited partnership which is the
22 surviving entity of the merger.
23 (i) When any merger becomes effective under this
24 Section:
25 (1) the separate existence of each limited
26 partnership and each limited liability company, if any,
27 that is a party to the merger, other than the surviving
28 entity, terminates;
29 (2) all property owned by each limited partnership
30 and each limited liability company, if any, that is a
31 party to the merger vests in the surviving entity;
32 (3) all debts, liabilities, and other obligations
33 of each limited partnership and each limited liability
34 company, if any, that is a party to the merger become the
-153- LRB9206483REdvA
1 obligations of the surviving entity;
2 (4) an action or proceeding by or against a limited
3 partnership or limited liability company, if any, that is
4 a party to the merger may be continued as if the merger
5 had not occurred or the surviving entity may be
6 substituted as a party to the action or proceeding; and
7 (5) except as prohibited by other law, all the
8 rights, privileges, immunities, powers, and purposes of
9 each limited partnership and each limited liability
10 company, if any, that is a party to the merger vest in
11 the surviving entity.
12 (j) The Secretary of State of this State is an agent for
13 service of process in an action or proceeding against the
14 surviving foreign entity to enforce an obligation of any
15 party to a merger if the surviving foreign entity fails to
16 appoint or maintain an agent designated for service of
17 process in this State or the agent for service of process
18 cannot with reasonable diligence be found at the designated
19 office. Service is effected under this subsection (j) at the
20 earliest of:
21 (1) the date the surviving entity receives the
22 process, notice, or demand;
23 (2) the date shown on the return receipt, if signed
24 on behalf of the surviving entity; or
25 (3) 5 days after its deposit in the mail, if mailed
26 postpaid and correctly addressed.
27 (k) Service under subsection (j) of this Section shall
28 be made by the person instituting the action by doing all of
29 the following:
30 (1) Serving on the Secretary of State of this
31 State, or on any employee having responsibility for
32 administering this Act in his or her office, a copy of
33 the process, notice, or demand, together with any papers
34 required by law to be delivered in connection with
-154- LRB9206483REdvA
1 service and paying the fee prescribed by subsection (b)
2 of Section 1102 of this Act.
3 (2) Transmitting notice of the service on the
4 Secretary of State of this State and a copy of the
5 process, notice, or demand and accompanying papers to the
6 surviving entity being served, by registered or certified
7 mail at the address set forth in the articles of merger.
8 (3) Attaching an affidavit of compliance with this
9 Section, in substantially the form that the Secretary of
10 State of this State may by rule prescribe, to the
11 process, notice, or demand.
12 (l) Nothing contained in this Section shall limit or
13 affect the right to serve any process, notice, or demand
14 required or permitted by law to be served upon a limited
15 partnership in any other manner now or hereafter permitted by
16 law.
17 (m) The Secretary of State of this State shall keep, for
18 a period of 5 years from the date of service, a record of all
19 processes, notices, and demands served upon him or her under
20 this Section and shall record the time of the service and the
21 person's action with reference to the service.
22 (n) Except as provided by agreement with a person to
23 whom a general partner of a limited partnership is obligated,
24 a merger of a limited partnership that has become effective
25 shall not affect any obligation or liability existing at the
26 time of the merger of a general partner of a limited
27 partnership that is merging.
28 (o) If a limited partnership is a constituent party to a
29 merger that has become effective, but the limited partnership
30 is not the surviving entity of the merger, then a judgment
31 creditor of a general partner of the limited partnership may
32 not levy execution against the assets of the general partner
33 to satisfy a judgment based on a claim against the surviving
34 entity of the merger unless:
-155- LRB9206483REdvA
1 (1) a judgment based on the same claim has been
2 obtained against the surviving entity of the merger and a
3 writ of execution on the judgment has been returned
4 unsatisfied in whole or in part;
5 (2) the surviving entity of the merger is a debtor
6 in bankruptcy;
7 (3) the general partner has agreed that the
8 creditor need not exhaust the assets of the limited
9 partnership that was not the surviving entity of the
10 merger;
11 (4) the general partner has agreed that the
12 creditor need not exhaust the assets of the surviving
13 entity of the merger;
14 (5) a court grants permission to the judgment
15 creditor to levy execution against the assets of the
16 general partner based on a finding that the assets of the
17 surviving entity of the merger that are subject to
18 execution are insufficient to satisfy the judgment, that
19 exhaustion of the assets of the surviving entity of the
20 merger is excessively burdensome, or that grant of
21 permission is an appropriate exercise of the court's
22 equitable powers; or
23 (6) liability is imposed on the general partner by
24 law or contract independent of the existence of the
25 surviving entity of the merger.
26 (Source: P.A. 90-424, eff. 1-1-98.)
27 (805 ILCS 210/603) (from Ch. 106 1/2, par. 156-3)
28 Sec. 603. Withdrawal of Limited Partner. A limited
29 partner may withdraw from a limited partnership only at the
30 time or upon the happening of events specified in writing in
31 the partnership agreement and in accordance with the
32 partnership agreement. Notwithstanding anything to the
33 contrary under applicable law, unless a partnership agreement
-156- LRB9206483REdvA
1 provides otherwise, a limited partner may not withdraw from a
2 limited partnership prior to the dissolution and winding up
3 of the limited partnership. Notwithstanding anything to the
4 contrary under applicable law, a partnership agreement may
5 provide that a partnership interest may not be assigned prior
6 to the dissolution and winding up of the limited partnership.
7 Unless otherwise provided in a partnership agreement, a
8 limited partnership whose original certificate of limited
9 partnership was filed with the Secretary of State and
10 effective on or prior to the effective date of this
11 amendatory Act of 2000, shall continue to be governed by this
12 Section as in effect immediately before the effective date of
13 this amendatory Act of 2000, and shall not be governed by the
14 changes made in this Section by this amendatory Act of 2000.
15 (Source: P.A. 91-840, eff. 1-1-01.)
16 (805 ILCS 210/801) (from Ch. 106 1/2, par. 158-1)
17 Sec. 801. Dissolution. A limited partnership is
18 dissolved and its affairs shall be wound up upon the
19 happening of the first to occur of the following:
20 (a) at the time or upon the happening of events
21 specified in the partnership agreement;
22 (b) written consent of all partners;
23 (c) an event of withdrawal of a general partner unless
24 at the time there is at least one other general partner and
25 the partnership agreement permits the business of the limited
26 partnership to be carried on by the remaining general partner
27 and that partner does so, but the limited partnership is not
28 dissolved and is not required to be wound up by reason of any
29 event of withdrawal, if, within 90 days after the withdrawal,
30 all partners (or such lesser number of partners as is
31 provided for in the written provisions of the partnership
32 agreement) agree in writing to continue the business of the
33 limited partnership and to the appointment of one or more
-157- LRB9206483REdvA
1 additional general partners if necessary or desired; or
2 (d) entry of a decree of judicial dissolution under
3 Section 802.
4 (Source: P.A. 86-836.)
5 (805 ILCS 210/1102) (from Ch. 106 1/2, par. 161-2)
6 Sec. 1102. Fees. (a) The Secretary of State shall
7 charge and collect in accordance with the provisions of this
8 Act and rules promulgated pursuant to its authority:
9 (1) fees for filing documents;
10 (2) miscellaneous charges;
11 (3) fees for the sale of lists of filings, copies of any
12 documents, and for the sale or release of any information.
13 (b) The Secretary of State shall charge and collect for:
14 (1) filing certificates of limited partnership
15 (domestic), certificates of admission (foreign), restated
16 certificates of limited partnership (domestic), and restated
17 certificates of admission (foreign), $75;
18 (2) filing certificates to be governed by this Act, $25;
19 (3) filing amendments and certificates of amendment,
20 $25;
21 (4) filing certificates of cancellation, $25;
22 (5) filing an application for use or change of an
23 assumed name pursuant to Section 108 of this Act, $150 $20
24 plus $2.50 for each year month or part thereof ending in 0 or
25 5, $120 for each year or part thereof ending in 1 or 6, $90
26 for each year or part thereof ending in 2 or 7, $60 for each
27 year or part thereof ending in 3 or 8, $30 for each year or
28 part thereof ending in 4 or 9, between the date of filing
29 such application and the date of the renewal of the assumed
30 name; and a renewal fee for each assumed name, $150;
31 (6) filing a renewal report of a domestic or foreign
32 limited partnership, $15 if filed as required by this Act,
33 plus $100 penalty if delinquent;
-158- LRB9206483REdvA
1 (7) filing an application for reinstatement of a
2 domestic or foreign limited partnership, and for issuing a
3 certificate of reinstatement, $100;
4 (8) filing any other document, $5.
5 (c) The Secretary of State shall charge and collect:
6 (1) for furnishing a copy or certified copy of any
7 document, instrument or paper relating to a domestic limited
8 partnership or foreign limited partnership, $.50 per page,
9 but not less than $5, and $5 for the certificate and for
10 affixing the seal thereto; and
11 (2) for the transfer of information by computer process
12 media to any purchaser, fees established by rule.
13 (Source: P.A. 86-820.)
14 (805 ILCS 210/1111)
15 Sec. 1111. Department of Business Services Special
16 Operations Fund.
17 (a) A special fund in the State Treasury is created and
18 shall be known as the Department of Business Services Special
19 Operations Fund. Moneys deposited into the Fund shall,
20 subject to appropriation, be used by the Department of
21 Business Services of the Office of the Secretary of State,
22 hereinafter "Department", to create and maintain the
23 capability to perform expedited services in response to
24 special requests made by the public for same day or 24 hour
25 service. Moneys deposited into the Fund shall be used for,
26 but not limited to, expenditures for personal services,
27 retirement, social security contractual services, equipment,
28 electronic data processing, and telecommunications.
29 (b) The balance in the Fund at the end of any fiscal year
30 shall not exceed $400,000 and any amount in excess thereof
31 shall be transferred to the General Revenue Fund.
32 (c) All fees payable to the Secretary of State under this
33 Section shall be deposited into the Fund. No other fees or
-159- LRB9206483REdvA
1 charges taxes collected under this Act shall be deposited
2 into the Fund.
3 (d) "Expedited services" means services rendered within
4 the same day, or within 24 hours from the time, the request
5 therefor is submitted by the filer, law firm, service
6 company, or messenger physically in person, or at the
7 Secretary of State's discretion, by electronic means, to the
8 Department's Springfield Office or Chicago Office and
9 includes requests for certified copies, photocopies, and
10 certificates of existence or abstracts of computer record
11 made to the Department's Springfield Office in person or by
12 telephone, or requests for certificates of existence or
13 abstracts of computer record made in person or by telephone
14 to the Department's Chicago Office.
15 (e) Fees for expedited services shall be as follows:
16 Merger or conversion, $100;
17 Certificate of limited partnership, $50;
18 Certificate of amendment, $50;
19 Reinstatement, $50;
20 Application for admission to transact business, $50;
21 Certificate of cancellation of admission, $50;
22 Certificate of existence or abstract of computer record,
23 $10.
24 All other filings, copies of documents, biennial renewal
25 reports, and copies of documents of canceled limited
26 partnerships, $25.
27 (Source: P.A. 91-463, eff. 1-1-00.)
28 Section 30. The Uniform Commercial Code is amended by
29 changing Sections 9-516, 9-519, and 9-520 as follows:
30 (810 ILCS 5/9-516)
31 (This Section may contain text from a Public Act with a
32 delayed effective date)
-160- LRB9206483REdvA
1 Sec. 9-516. What constitutes filing; effectiveness of
2 filing.
3 (a) What constitutes filing. Except as otherwise
4 provided in subsection (b), communication of a record to a
5 filing office and tender of the filing fee or acceptance of
6 the record by the filing office constitutes filing.
7 (b) Refusal to accept record; filing does not occur.
8 Filing does not occur with respect to a record that a filing
9 office refuses to accept because:
10 (1) the record is not communicated by a method or
11 medium of communication authorized by the filing office;
12 (2) an amount equal to or greater than the
13 applicable filing fee is not tendered;
14 (3) the filing office is unable to index the record
15 because:
16 (A) in the case of an initial financing
17 statement, the record does not provide a name for
18 the debtor;
19 (B) in the case of an amendment or correction
20 statement, the record:
21 (i) does not identify the initial
22 financing statement as required by Section
23 9-512 or 9-518, as applicable; or
24 (ii) identifies an initial financing
25 statement whose effectiveness has lapsed under
26 Section 9-515;
27 (C) in the case of an initial financing
28 statement that provides the name of a debtor
29 identified as an individual or an amendment that
30 provides a name of a debtor identified as an
31 individual which was not previously provided in the
32 financing statement to which the record relates, the
33 record does not identify the debtor's last name; or
34 (D) in the case of a record filed or recorded
-161- LRB9206483REdvA
1 in the filing office described in Section
2 9-501(a)(1), the record does not provide a
3 sufficient description of the real property to which
4 it relates;
5 (4) in the case of an initial financing statement
6 or an amendment that adds a secured party of record, the
7 record does not provide a name and mailing address for
8 the secured party of record;
9 (5) in the case of an initial financing statement
10 or an amendment that provides a name of a debtor which
11 was not previously provided in the financing statement to
12 which the amendment relates, the record does not:
13 (A) provide a mailing address for the debtor;
14 (B) indicate whether the debtor is an
15 individual or an organization; or
16 (C) if the financing statement indicates that
17 the debtor is an organization, provide:
18 (i) a type of organization for the
19 debtor;
20 (ii) a jurisdiction of organization for
21 the debtor; or
22 (iii) an organizational identification
23 number for the debtor or indicate that the
24 debtor has none;
25 (6) in the case of an assignment reflected in an
26 initial financing statement under Section 9-514(a) or an
27 amendment filed under Section 9-514(b), the record does
28 not provide a name and mailing address for the assignee;
29 or
30 (7) in the case of a continuation statement, the
31 record is not filed within the six-month period
32 prescribed by Section 9-515(d); or
33 (8) in the case of a financing statement or an
34 amendment that on its face appears spurious, fraudulent,
-162- LRB9206483REdvA
1 or artificial, or that would, if filed, subvert the
2 intent of this Article 9.
3 (c) Rules applicable to subsection (b). For purposes of
4 subsection (b):
5 (1) a record does not provide information if the
6 filing office is unable to read or decipher the
7 information; and
8 (2) a record that does not indicate that it is an
9 amendment or identify an initial financing statement to
10 which it relates, as required by Section 9-512, 9-514, or
11 9-518, is an initial financing statement.
12 (d) Refusal to accept record; record effective as filed
13 record. A record that is communicated to the filing office
14 with tender of the filing fee, but which the filing office
15 refuses to accept for a reason other than one set forth in
16 subsection (b), is effective as a filed record except as
17 against a purchaser of the collateral which gives value in
18 reasonable reliance upon the absence of the record from the
19 files.
20 (Source: P.A. 91-893, eff. 7-1-01.)
21 (810 ILCS 5/9-519)
22 (This Section may contain text from a Public Act with a
23 delayed effective date)
24 Sec. 9-519. Numbering, maintaining, and indexing
25 records; communicating information provided in records.
26 (a) Filing office duties. For each record filed in a
27 filing office, the filing office shall:
28 (1) assign a unique number to the filed record;
29 (2) create a record, which may be electronic,
30 microfilm, or otherwise, that bears the number assigned
31 to the filed record and the date and time of filing;
32 (3) maintain the filed record for public
33 inspection; and
-163- LRB9206483REdvA
1 (4) index the filed record in accordance with
2 subsections (c), (d), and (e).
3 (b) File number. A file number assigned after January
4 1, 2002, must include a digit that:
5 (1) is mathematically derived from or related to
6 the other digits of the file number; and
7 (2) aids the filing office in determining whether a
8 number communicated as the file number includes a
9 single-digit or transpositional error.
10 (c) Indexing: general. Except as otherwise provided in
11 subsections (d) and (e), the filing office shall:
12 (1) index an initial financing statement according
13 to the name of the debtor and index all filed records
14 relating to the initial financing statement in a manner
15 that associates with one another an initial financing
16 statement and all filed records relating to the initial
17 financing statement; and
18 (2) index a record that provides a name of a debtor
19 which was not previously provided in the financing
20 statement to which the record relates also according to
21 the name that was not previously provided.
22 (d) Indexing: real-property-related financing
23 statement. If a financing statement is filed as a fixture
24 filing or covers as-extracted collateral or timber to be cut,
25 it must be filed for record and the filing office shall index
26 it:
27 (1) under the names of the debtor and of each owner
28 of record shown on the financing statement as if they
29 were the mortgagors under a mortgage of the real property
30 described; and
31 (2) to the extent that the law of this State
32 provides for indexing of records of mortgages under the
33 name of the mortgagee, under the name of the secured
34 party as if the secured party were the mortgagee
-164- LRB9206483REdvA
1 thereunder, or, if indexing is by description, as if the
2 financing statement were a record of a mortgage of the
3 real property described.
4 (e) Indexing: real-property-related assignment. If a
5 financing statement is filed as a fixture filing or covers
6 as-extracted collateral or timber to be cut, the filing
7 office shall index an assignment filed under Section 9-514(a)
8 or an amendment filed under Section 9-514(b):
9 (1) under the name of the assignor as grantor; and
10 (2) to the extent that the law of this State
11 provides for indexing a record of the assignment of a
12 mortgage under the name of the assignee, under the name
13 of the assignee.
14 (f) Retrieval and association capability. The filing
15 office shall maintain a capability:
16 (1) to retrieve a record by the name of the debtor
17 and by the file number assigned to the initial financing
18 statement to which the record relates; and
19 (2) to associate and retrieve with one another an
20 initial financing statement and each filed record
21 relating to the initial financing statement.
22 (g) Removal of debtor's name. The filing office may not
23 remove a debtor's name from the index until one year after
24 the effectiveness of a financing statement naming the debtor
25 lapses under Section 9-515 with respect to all secured
26 parties of record.
27 (h) Timeliness of filing office performance. The filing
28 office shall perform the acts required by subsections (a)
29 through (e) at the time and in the manner prescribed by
30 filing-office rule, but not later than two business days
31 after the filing office receives the record in question.
32 (i) Inapplicability to real-property-related filing
33 office. Subsections (b) and (h) do not apply to a filing
34 office described in Section 9-501(a)(1).
-165- LRB9206483REdvA
1 (j) Unless a statute on disposition of public records
2 provides otherwise, if the filing officer has an electronic,
3 microfilm, or other image record to be maintained of the
4 financing statement, continuation statement, statement of
5 assignment, statement of release, termination statement, or
6 any other related document, he or she may remove and destroy
7 the original paper submission.
8 (Source: P.A. 91-893, eff. 7-1-01.)
9 (810 ILCS 5/9-520)
10 (This Section may contain text from a Public Act with a
11 delayed effective date)
12 Sec. 9-520. Acceptance and refusal to accept record.
13 (a) Mandatory refusal to accept record. A filing office
14 shall refuse to accept a record for filing for a reason set
15 forth in Section 9-516(b) and may refuse to accept a record
16 for filing only for a reason set forth in Section 9-516(b).
17 (b) Communication concerning refusal. If a filing
18 office refuses to accept a record for filing, it shall
19 communicate to the person that presented the record the fact
20 of and reason for the refusal and the date and time the
21 record would have been filed had the filing office accepted
22 it. The communication must be made at the time and in the
23 manner prescribed by filing-office rule, but in the case of a
24 filing office described in Section 9-501(a)(2), in no event
25 more than two business days after the filing office receives
26 the record.
27 (c) When filed financing statement effective. A filed
28 financing statement satisfying Section 9-502(a) and (b) is
29 effective upon acceptance by the filing office , even if the
30 filing office is required to refuse to accept it for filing
31 under subsection (a). However, Section 9-338 applies to a
32 filed financing statement providing information described in
33 Section 9-516(b)(5) which is incorrect at the time the
-166- LRB9206483REdvA
1 financing statement is filed.
2 (d) Separate application to multiple debtors. If a
3 record communicated to a filing office provides information
4 that relates to more than one debtor, this Part applies as to
5 each debtor separately.
6 (Source: P.A. 91-893, eff. 7-1-01.)
7 Section 95. No acceleration or delay. Where this Act
8 makes changes in a statute that is represented in this Act by
9 text that is not yet or no longer in effect (for example, a
10 Section represented by multiple versions), the use of that
11 text does not accelerate or delay the taking effect of (i)
12 the changes made by this Act or (ii) provisions derived from
13 any other Public Act.
14 Section 99. Effective date. This Act takes effect on
15 July 1, 2001.
-167- LRB9206483REdvA
1 INDEX
2 Statutes amended in order of appearance
3 805 ILCS 5/1.10 from Ch. 32, par. 1.10
4 805 ILCS 5/1.80 from Ch. 32, par. 1.80
5 805 ILCS 5/2.10 from Ch. 32, par. 2.10
6 805 ILCS 5/2.15 from Ch. 32, par. 2.15
7 805 ILCS 5/2.20 from Ch. 32, par. 2.20
8 805 ILCS 5/4.05 from Ch. 32, par. 4.05
9 805 ILCS 5/5.05 from Ch. 32, par. 5.05
10 805 ILCS 5/5.10 from Ch. 32, par. 5.10
11 805 ILCS 5/5.20 from Ch. 32, par. 5.20
12 805 ILCS 5/5.25 from Ch. 32, par. 5.25
13 805 ILCS 5/5.30 from Ch. 32, par. 5.30
14 805 ILCS 5/8.75 from Ch. 32, par. 8.75
15 805 ILCS 5/9.20
16 805 ILCS 5/10.30 from Ch. 32, par. 10.30
17 805 ILCS 5/10.35 from Ch. 32, par. 10.35
18 805 ILCS 5/11.25 from Ch. 32, par. 11.25
19 805 ILCS 5/11.30 from Ch. 32, par. 11.30
20 805 ILCS 5/11.39
21 805 ILCS 5/11.40 from Ch. 32, par. 11.40
22 805 ILCS 5/11.45 from Ch. 32, par. 11.45
23 805 ILCS 5/12.20 from Ch. 32, par. 12.20
24 805 ILCS 5/12.25 from Ch. 32, par. 12.25
25 805 ILCS 5/12.35 from Ch. 32, par. 12.35
26 805 ILCS 5/12.45 from Ch. 32, par. 12.45
27 805 ILCS 5/12.80 from Ch. 32, par. 12.80
28 805 ILCS 5/13.05 from Ch. 32, par. 13.05
29 805 ILCS 5/13.10 from Ch. 32, par. 13.10
30 805 ILCS 5/13.15 from Ch. 32, par. 13.15
31 805 ILCS 5/13.20 from Ch. 32, par. 13.20
32 805 ILCS 5/13.25 from Ch. 32, par. 13.25
33 805 ILCS 5/13.30 from Ch. 32, par. 13.30
34 805 ILCS 5/13.35 from Ch. 32, par. 13.35
-168- LRB9206483REdvA
1 805 ILCS 5/13.40 from Ch. 32, par. 13.40
2 805 ILCS 5/13.45 from Ch. 32, par. 13.45
3 805 ILCS 5/13.50 from Ch. 32, par. 13.50
4 805 ILCS 5/13.55 from Ch. 32, par. 13.55
5 805 ILCS 5/13.60 from Ch. 32, par. 13.60
6 805 ILCS 5/13.70 from Ch. 32, par. 13.70
7 805 ILCS 5/14.05 from Ch. 32, par. 14.05
8 805 ILCS 5/14.35 from Ch. 32, par. 14.35
9 805 ILCS 5/15.10 from Ch. 32, par. 15.10
10 805 ILCS 5/15.50 from Ch. 32, par. 15.50
11 805 ILCS 5/15.55 from Ch. 32, par. 15.55
12 805 ILCS 5/15.65 from Ch. 32, par. 15.65
13 805 ILCS 5/15.70 from Ch. 32, par. 15.70
14 805 ILCS 5/15.75 from Ch. 32, par. 15.75
15 805 ILCS 5/15.95 from Ch. 32, par. 15.95
16 805 ILCS 105/101.10 from Ch. 32, par. 101.10
17 805 ILCS 105/101.75 from Ch. 32, par. 101.75
18 805 ILCS 105/101.80 from Ch. 32, par. 101.80
19 805 ILCS 105/102.10 from Ch. 32, par. 102.10
20 805 ILCS 105/102.15 from Ch. 32, par. 102.15
21 805 ILCS 105/102.20 from Ch. 32, par. 102.20
22 805 ILCS 105/102.35 from Ch. 32, par. 102.35
23 805 ILCS 105/103.05 from Ch. 32, par. 103.05
24 805 ILCS 105/104.05 from Ch. 32, par. 104.05
25 805 ILCS 105/105.05 from Ch. 32, par. 105.05
26 805 ILCS 105/105.10 from Ch. 32, par. 105.10
27 805 ILCS 105/105.20 from Ch. 32, par. 105.20
28 805 ILCS 105/105.25 from Ch. 32, par. 105.25
29 805 ILCS 105/105.30 from Ch. 32, par. 105.30
30 805 ILCS 105/108.75 from Ch. 32, par. 108.75
31 805 ILCS 105/110.30 from Ch. 32, par. 110.30
32 805 ILCS 105/110.35 from Ch. 32, par. 110.35
33 805 ILCS 105/111.25 from Ch. 32, par. 111.25
34 805 ILCS 105/111.40 from Ch. 32, par. 111.40
-169- LRB9206483REdvA
1 805 ILCS 105/111.45 from Ch. 32, par. 111.45
2 805 ILCS 105/112.20 from Ch. 32, par. 112.20
3 805 ILCS 105/112.25 from Ch. 32, par. 112.25
4 805 ILCS 105/112.35 from Ch. 32, par. 112.35
5 805 ILCS 105/112.45 from Ch. 32, par. 112.45
6 805 ILCS 105/112.80 from Ch. 32, par. 112.80
7 805 ILCS 105/113.05 from Ch. 32, par. 113.05
8 805 ILCS 105/113.10 from Ch. 32, par. 113.10
9 805 ILCS 105/113.15 from Ch. 32, par. 113.15
10 805 ILCS 105/113.20 from Ch. 32, par. 113.20
11 805 ILCS 105/113.25 from Ch. 32, par. 113.25
12 805 ILCS 105/113.30 from Ch. 32, par. 113.30
13 805 ILCS 105/113.35 from Ch. 32, par. 113.35
14 805 ILCS 105/113.40 from Ch. 32, par. 113.40
15 805 ILCS 105/113.45 from Ch. 32, par. 113.45
16 805 ILCS 105/113.50 from Ch. 32, par. 113.50
17 805 ILCS 105/113.55 from Ch. 32, par. 113.55
18 805 ILCS 105/113.60 from Ch. 32, par. 113.60
19 805 ILCS 105/113.65 from Ch. 32, par. 113.65
20 805 ILCS 105/113.70 from Ch. 32, par. 113.70
21 805 ILCS 105/114.05 from Ch. 32, par. 114.05
22 805 ILCS 105/115.05 from Ch. 32, par. 115.05
23 805 ILCS 105/115.10 from Ch. 32, par. 115.10
24 805 ILCS 105/115.20 from Ch. 32, par. 115.20
25 805 ILCS 180/1-10
26 805 ILCS 180/5-55
27 805 ILCS 180/15-5
28 805 ILCS 180/35-40
29 805 ILCS 180/35-50
30 805 ILCS 180/45-65
31 805 ILCS 180/50-10
32 805 ILCS 180/50-50
33 805 ILCS 205/8.1
34 805 ILCS 210/201 from Ch. 106 1/2, par. 152-1
-170- LRB9206483REdvA
1 805 ILCS 210/210
2 805 ILCS 210/603 from Ch. 106 1/2, par. 156-3
3 805 ILCS 210/801 from Ch. 106 1/2, par. 158-1
4 805 ILCS 210/1102 from Ch. 106 1/2, par. 161-2
5 805 ILCS 210/1111
6 810 ILCS 5/9-516
7 810 ILCS 5/9-519
8 810 ILCS 5/9-520