State of Illinois
92^nd General Assembly
Legislation

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92_SB0725enr

 
SB725 Enrolled                                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
 
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 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
 
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 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
 
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 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
 
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 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
 
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 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
 
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 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.
 
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 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
 
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 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
 
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 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 business residential addresses of
33        the   individuals   who  are  to  serve  as  the  initial
34        directors;
 
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 1             (2)  provisions  not  inconsistent  with  law   with
 2        respect to:
 3                  (i)  managing  the  business and regulating the
 4             affairs of the corporation;
 5                  (ii)  defining, limiting,  and  regulating  the
 6             rights,  powers  and  duties of the corporation, its
 7             officers, directors and shareholders;
 8                  (iii)  authorizing and limiting the  preemptive
 9             right  of  a  shareholder to acquire shares, whether
10             then or thereafter authorized;
11                  (iv)  an estimate, expressed in dollars, of the
12             value of  all  the  property  to  be  owned  by  the
13             corporation   for   the   following  year,  wherever
14             located,  and  an  estimate  of  the  value  of  the
15             property to be located within this State during such
16             year, and an estimate, expressed in dollars, of  the
17             gross amount of business which will be transacted by
18             it  during  such  year  and an estimate of the gross
19             amount thereof which will be transacted by it at  or
20             from  places  of  business in this State during such
21             year; or
22                  (v)  superseding any provision of this Act that
23             requires  for  approval  of   corporate   action   a
24             two-thirds  vote  of  the shareholders by specifying
25             any smaller or larger vote requirement not less than
26             a majority of the  outstanding  shares  entitled  to
27             vote  on  the matter and not less than a majority of
28             the outstanding  shares  of  each  class  of  shares
29             entitled to vote as a class on the matter.
30             (3)  a   provision   eliminating   or  limiting  the
31        personal liability of a director to  the  corporation  or
32        its  shareholders  for  monetary  damages  for  breach of
33        fiduciary duty as a director, provided that the provision
34        does not eliminate or limit the liability of  a  director
 
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 1        (i)  for  any breach of the director's duty of loyalty to
 2        the corporation or its shareholders,  (ii)  for  acts  or
 3        omissions  not  in good faith or that involve intentional
 4        misconduct or a knowing violation  of  law,  (iii)  under
 5        Section  8.65  of  this  Act, or (iv) for any transaction
 6        from which the  director  derived  an  improper  personal
 7        benefit.   No such provision shall eliminate or limit the
 8        liability of a director for any act or omission occurring
 9        before the date when the provision becomes effective.
10             (4)  any provision that under this Act  is  required
11        or   permitted  to  be  set  forth  in  the  articles  of
12        incorporation or by-laws.
13        (c)  The articles of incorporation need not set forth any
14    of the corporate powers enumerated in this Act.
15        (d)  The duration of a corporation  is  perpetual  unless
16    otherwise specified in the articles of incorporation.
17        (e)  If   the   data   to  which  reference  is  made  in
18    subparagraph (iv) of paragraph (2) of subsection (b) of  this
19    Section is not included in the articles of incorporation, the
20    franchise  tax  provided for in this Act shall be computed on
21    the basis of the entire paid-in capital as set forth pursuant
22    to paragraph (6) of subsection (a)  of  this  Section,  until
23    such  time  as  the  data  to  which  reference  is  made  in
24    subparagraph  (iv)  of  paragraph  (2)  of  subsection (b) is
25    provided in accordance with either Section 14.05  or  Section
26    14.25 of this Act.
27        When  the  provisions  of this Section have been complied
28    with, the Secretary of  State  shall  file  the  articles  of
29    incorporation issue a certificate of incorporation.
30    (Source: P.A. 88-43; 88-151; 88-670, eff. 12-2-94.)

31        (805 ILCS 5/2.15) (from Ch. 32, par. 2.15)
32        Sec.   2.15.    Effect  of  issuance  of  certificate  of
33    incorporation. Upon the filing of the  articles  issuance  of
 
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 1    the  certificate  of incorporation by the Secretary of State,
 2    the  corporate  existence  shall  begin,  and   such   filing
 3    certificate  of  incorporation  shall be conclusive evidence,
 4    except as against the State, that  all  conditions  precedent
 5    required  to  be  performed  by  the  incorporators have been
 6    complied with and that the corporation has been  incorporated
 7    under this Act.
 8    (Source: P.A. 83-1025.)

 9        (805 ILCS 5/2.20) (from Ch. 32, par. 2.20)
10        Sec.  2.20.   Organization  of Corporation.  (a) If there
11    are no preincorporation subscribers and if initial  directors
12    are  not named in the articles of incorporation, a meeting of
13    the incorporators shall be held at the call of a majority  of
14    the  incorporators  for  the  purpose  of  naming the initial
15    directors.
16        (b)  If there are  preincorporation  subscribers  and  if
17    initial   directors   are   not  named  in  the  articles  of
18    incorporation, the first meeting  of  shareholders  shall  be
19    held after the filing issuance of the articles certificate of
20    incorporation  at the call of a majority of the incorporators
21    for the purpose of:
22        (1)  electing initial directors;
23        (2)  adopting by-laws if the articles of incorporation so
24    require or the shareholders so determine;
25        (3)  such other matters as shall be stated in the  notice
26    of the meeting.
27        (4)  In  lieu  of  a  meeting,  shareholder action may be
28    taken by consent in writing pursuant to Section 7.10 of  this
29    Act.
30        (c)  The  first meeting of the initial directors shall be
31    held at the call of the majority of them for the purpose of:
32        (1)  adopting  by-laws  if  the  shareholders  have   not
33    adopted them;
 
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 1        (2)  electing officers; and
 2        (3)  transacting  such  other business as may come before
 3    the meeting.
 4        (d)  At  least  three   days   written   notice   of   an
 5    organizational  meeting  shall  be  given  unless the persons
 6    entitled to such notice waive the  same  in  writing,  either
 7    before  or after such meeting.  An organizational meeting may
 8    be held either within or without this State.
 9    (Source: P.A. 83-1025.)

10        (805 ILCS 5/4.05) (from Ch. 32, par. 4.05)
11        Sec.  4.05.   Corporate  name  of  domestic  or   foreign
12    corporation.
13        (a)  The corporate name of a domestic corporation or of a
14    foreign  corporation  organized,  existing  or subject to the
15    provisions of this Act:
16             (1)  Shall contain,  separate  and  apart  from  any
17        other  word  or  abbreviation  in  such  name,  the  word
18        "corporation",  "company",  "incorporated", or "limited",
19        or an abbreviation of one of such words, and if the  name
20        of  a  foreign corporation does not contain, separate and
21        apart from any other word or abbreviation,  one  of  such
22        words  or abbreviations, the corporation shall add at the
23        end of its name, as a separate word or abbreviation,  one
24        of such words or an abbreviation of one of such words.
25             (2)  Shall  not  contain  any  word  or phrase which
26        indicates  or  implies  that  the  corporation   (i)   is
27        authorized  or  empowered  to  conduct  the  business  of
28        insurance,  assurance,  indemnity,  or  the acceptance of
29        savings deposits; (ii)  is  authorized  or  empowered  to
30        conduct   the   business   of  banking  unless  otherwise
31        permitted by the Commissioner of Banks  and  Real  Estate
32        pursuant  to  Section  46 of the Illinois Banking Act; or
33        (iii) is authorized or empowered to be in the business of
 
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 1        a corporate fiduciary unless otherwise permitted  by  the
 2        Commissioner  of  Banks and Real Estate under Section 1-9
 3        of the  Corporate  Fiduciary  Act.   The   word  "trust",
 4        "trustee",  or  "fiduciary"  may be used by a corporation
 5        only if it has first complied with  Section  1-9  of  the
 6        Corporate  Fiduciary  Act.   The word "bank", "banker" or
 7        "banking" may only be used by a  corporation  if  it  has
 8        first  complied  with  Section 46 of the Illinois Banking
 9        Act.
10             (3)  Shall be distinguishable upon  the  records  in
11        the  office  of the Secretary of State from the corporate
12        name  or  assumed  corporate   name   of   any   domestic
13        corporation  or limited liability company organized under
14        the Limited Liability Company Act, whether profit or  not
15        for  profit,  existing  under any Act of this State or of
16        the name or assumed name of any  foreign  corporation  or
17        foreign  limited  liability  company registered under the
18        Limited Liability Company Act, whether profit or not  for
19        profit, authorized to transact business in this State, or
20        a  name  the  exclusive  right  to which is, at the time,
21        reserved or registered in the manner provided in this Act
22        or Section 1-15 of the  Limited  Liability  Company  Act,
23        except  that,  subject to the discretion of the Secretary
24        of  State,  a  foreign  corporation  that  has   a   name
25        prohibited  by this paragraph may be issued a certificate
26        of authority to transact business in this State,  if  the
27        foreign corporation:
28                  (i)  Elects  to adopt an assumed corporate name
29             or names in accordance with  Section  4.15  of  this
30             Act; and
31                  (ii)  Agrees   in   its   application   for   a
32             certificate  of  authority  to  transact business in
33             this State only under such assumed corporate name or
34             names.
 
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 1             (4)  Shall contain the word  "trust",  if  it  be  a
 2        domestic   corporation   organized  for  the  purpose  of
 3        accepting and executing trusts, shall  contain  the  word
 4        "pawners", if it be a domestic corporation organized as a
 5        pawners'    society,   and   shall   contain   the   word
 6        "cooperative", if it be a domestic corporation  organized
 7        as a cooperative association for pecuniary profit.
 8             (5)  Shall  not  contain  a  word  or  phrase, or an
 9        abbreviation or derivation thereof, the use of  which  is
10        prohibited  or  restricted  by  any other statute of this
11        State unless such restriction has been complied with.
12             (6)  Shall  consist  of  letters  of   the   English
13        alphabet, Arabic or Roman numerals, or symbols capable of
14        being  readily  reproduced by the office of the Secretary
15        of State.
16             (7)  Shall be the name under which  the  corporation
17        shall   transact   business  in  this  State  unless  the
18        corporation  shall  also  elect  to  adopt   an   assumed
19        corporate   name  or  names  as  provided  in  this  Act;
20        provided, however,  that  the  corporation  may  use  any
21        divisional  designation  or  trade name without complying
22        with  the  requirements  of  this   Act,   provided   the
23        corporation also clearly discloses its corporate name.
24             (8)  (Blank).
25        (b)  The  Secretary  of  State  shall determine whether a
26    name is "distinguishable" from another name for  purposes  of
27    this  Act.   Without  excluding  other  names  which  may not
28    constitute distinguishable names in this State, a name is not
29    considered distinguishable, for purposes of this Act,  solely
30    because it contains one or more of the following:
31             (1)  the      word     "corporation",     "company",
32        "incorporated", or "limited", "limited liability"  or  an
33        abbreviation of one of such words;
34             (2)  articles,      conjunctions,      contractions,
 
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 1        abbreviations,  different  tenses  or  number of the same
 2        word;
 3        (c)  Nothing in this Section or  Sections  4.15  or  4.20
 4    shall:
 5             (1)  Require  any  domestic  corporation existing or
 6        any foreign corporation having a certificate of authority
 7        on the effective date of this Act, to modify or otherwise
 8        change its corporate name or assumed corporate  name,  if
 9        any.
10             (2)  Abrogate  or  limit the common law or statutory
11        law of unfair competition or unfair trade practices,  nor
12        derogate  from  the common law or principles of equity or
13        the statutes of this State or of the United  States  with
14        respect  to  the right to acquire and protect copyrights,
15        trade names, trade marks, service names,  service  marks,
16        or  any  other  right  to  the  exclusive use of names or
17        symbols.
18    (Source: P.A. 89-508, eff. 7-3-96; 90-575, eff. 3-20-98.)

19        (805 ILCS 5/5.05) (from Ch. 32, par. 5.05)
20        Sec. 5.05.  Registered office and registered agent.  Each
21    domestic  corporation  and  each foreign corporation having a
22    certificate of authority to transact business in  this  State
23    shall have and continuously maintain in this State:
24        (a)  A  registered  office which may be, but need not be,
25    the same as its place of business in this State.
26        (b)  A registered agent, which agent  may  be  either  an
27    individual,  resident in this State, whose business office is
28    identical  with  such  registered  office,  or   a   domestic
29    corporation  or  a foreign corporation authorized to transact
30    business in this State that is authorized by its articles  of
31    incorporation  to act as such agent, having a business office
32    identical with such registered office.
33        (c)  The address, including street and number,  or  rural
 
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 1    route  number, of the initial registered office, and the name
 2    of the initial registered agent of each corporation organized
 3    under  this  Act  shall  be  stated  in   its   articles   of
 4    incorporation;  and  of  each  foreign  corporation  shall be
 5    stated in its application for a certificate of  authority  to
 6    transact business in this State.
 7        (d)  In the event of dissolution of a corporation, either
 8    voluntary,  administrative, or judicial, the registered agent
 9    and the registered office of the corporation on  record  with
10    the  Secretary  of  State  on the date of the issuance of the
11    certificate or judgment of dissolution shall be an  agent  of
12    the  corporation upon whom claims can be served or service of
13    process can be had  during  the  five  year  post-dissolution
14    period  provided  in  Section  12.80 of this Act, unless such
15    agent resigns or the corporation properly reports a change of
16    registered office or registered agent.
17        (e)  In the event of revocation of the a  certificate  of
18    authority  of  a  foreign corporation to transact business in
19    this State, the registered agent and the registered office of
20    the corporation on record with the Secretary of State on  the
21    date  of  the issuance of the certificate of revocation shall
22    be an agent of the corporation upon whom claims can be served
23    or service of process can be had, unless such agent resigns.
24    (Source: P.A. 85-1269.)

25        (805 ILCS 5/5.10) (from Ch. 32, par. 5.10)
26        Sec. 5.10.  Change of  registered  office  or  registered
27    agent.
28        (a)  A  domestic corporation or a foreign corporation may
29    from time to  time  change  the  address  of  its  registered
30    office.    A  domestic  corporation  or a foreign corporation
31    shall change its registered agent if the office of registered
32    agent  shall  become  vacant  for  any  reason,  or  if   its
33    registered  agent  becomes  disqualified  or incapacitated to
 
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 1    act, or if the corporation revokes  the  appointment  of  its
 2    registered agent.
 3        (b)  A  domestic corporation or a foreign corporation may
 4    change the address of its registered  office  or  change  its
 5    registered  agent, or both, by so indicating in the statement
 6    of change on the annual  report  of  that  corporation  filed
 7    pursuant  to  Section  14.10  of this Act or by executing and
 8    filing, in duplicate, in accordance with Section 1.10 of this
 9    Act a statement setting forth:
10             (1)  The name of the corporation.
11             (2)  The address, including street  and  number,  or
12        rural route number, of its then registered office.
13             (3)  If  the  address  of  its  registered office be
14        changed, the address, including  street  and  number,  or
15        rural  route number, to which the registered office is to
16        be changed.
17             (4)  The name of its then registered agent.
18             (5)  If its registered agent be changed, the name of
19        its successor registered agent.
20             (6)  That the address of its registered  office  and
21        the  address  of  the  business  office of its registered
22        agent, as changed, will be identical.
23             (7)  That such change was authorized  by  resolution
24        duly adopted by the board of directors.
25        (c)  A  legible copy of the statement of change as on the
26    annual report returned by the Secretary  of  State  shall  be
27    filed  for  record  within the time prescribed by this Act in
28    the office of  the  Recorder  of  the  county  in  which  the
29    registered  office  of  the  corporation  in  this  State was
30    situated before the filing of that statement in the Office of
31    the Secretary of State. (Blank).
32        (d)  If the registered office is changed from one  county
33    to  another  county, then the corporation shall also file for
34    record within the time prescribed by this Act in  the  office
 
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 1    of the recorder of the county to which such registered office
 2    is changed:
 3             (1)  In the case of a domestic corporation:
 4                  (i)  A  copy  of  its articles of incorporation
 5             certified by the Secretary of State.
 6                  (ii)  A copy of  the  statement  of  change  of
 7             address  of  its registered office, certified by the
 8             Secretary of State.
 9             (2)  In the case of a foreign corporation:
10                  (i)  A copy of its application for  certificate
11             of  authority  to  transact  business in this State,
12             with a copy  of  its  application  therefor  affixed
13             thereto, certified by the Secretary of State.
14                  (ii)  A   copy   of   all  amendments  to  such
15             certificate of authority, if any, likewise certified
16             by the Secretary of State.
17                  (iii)  A copy of the  statement  of  change  of
18             address  of  its  registered office certified by the
19             Secretary of State.
20        (e)  The change of address of the registered  office,  or
21    the  change of registered agent, or both, as the case may be,
22    shall become effective upon the filing of such  statement  by
23    the Secretary of State.
24    (Source: P.A. 91-357, eff. 7-29-99.)

25        (805 ILCS 5/5.20) (from Ch. 32, par. 5.20)
26        Sec. 5.20.  Change of Address of Registered Agent.  (a) A
27    registered  agent  may  change  the address of the registered
28    office  of  the  domestic  corporation  or  of  the   foreign
29    corporation,  for  which he or she or it is registered agent,
30    to another address in this State, by  so  indicating  in  the
31    statement  of change on the annual report of that corporation
32    filed pursuant to Section 14.10 of this Act or by filing,  in
33    duplicate,  in  accordance  with  Section  1.10 of this Act a
 
SB725 Enrolled             -21-               LRB9206483REdvA
 1    statement setting forth:
 2        (1)  The name of the corporation.
 3        (2)  The address, including street and number,  or  rural
 4    route number, of its then registered office.
 5        (3)  The  address,  including street and number, or rural
 6    route number,  to  which  the  registered  office  is  to  be
 7    changed.
 8        (4)  The name of its registered agent.
 9        (5)  That  the  address  of its registered office and the
10    address of the business office of its  registered  agent,  as
11    changed, will be identical.
12        Such statement shall be executed by the registered agent.
13        (b)  If  the registered office is changed from one county
14    to another county, then the corporation shall also  file  for
15    record  within  the time prescribed by this Act in the office
16    of the recorder of the county to which such registered office
17    is changed:
18        (1)  In the case of a domestic corporation:
19        (i)  A copy of its articles of incorporation certified by
20    the Secretary of State.
21        (ii)  A copy of the statement of change of address of its
22    registered office, certified by the Secretary of State.
23        (2)  In the case of a foreign corporation:
24        (i)  A  copy  of  its  application  for  certificate   of
25    authority  to  transact business in this State with a copy of
26    its application therefor affixed thereto,  certified  by  the
27    Secretary of State.
28        (ii)  A  copy  of  all  amendments to such certificate of
29    authority, if any, likewise certified  by  the  Secretary  of
30    State.
31        (iii)  A  copy  of  the statement of change of address of
32    its registered office certified by the Secretary of State.
33        (c)  The change of address of the registered office shall
34    become effective upon the filing of  such  statement  by  the
 
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 1    Secretary of State.
 2    (Source: P.A. 85-1269.)

 3        (805 ILCS 5/5.25) (from Ch. 32, par. 5.25)
 4        Sec.  5.25.   Service  of  process on domestic or foreign
 5    corporation.  (a) Any process, notice, or demand required  or
 6    permitted  by law to be served upon a domestic corporation or
 7    a foreign corporation having a certificate  of  authority  to
 8    transact business in this State may be served either upon the
 9    registered  agent  appointed  by  the corporation or upon the
10    Secretary of State as provided in this Section.
11        (b)  The  Secretary  of  State   shall   be   irrevocably
12    appointed  as  an  agent  of  a  domestic corporation or of a
13    foreign corporation having a certificate  of  authority  upon
14    whom any process, notice or demand may be served:
15        (1)  Whenever  the  corporation  shall fail to appoint or
16    maintain a registered agent in this State, or
17        (2)  Whenever the corporation's registered  agent  cannot
18    with  reasonable  diligence be found at the registered office
19    in this State, or
20        (3)  When a domestic corporation has been dissolved,  the
21    conditions  of  paragraph  (1)  or paragraph (2) exist, and a
22    civil action, suit or proceeding  is  instituted  against  or
23    affecting  the  corporation  within  the five years after the
24    issuance of a certificate of dissolution or the filing  of  a
25    judgment of dissolution, or
26        (4)  When  a domestic corporation has been dissolved, the
27    conditions of paragraph (1) or paragraph  (2)  exist,  and  a
28    criminal  proceeding has been instituted against or affecting
29    the corporation, or
30        (5)  When the  certificate  of  authority  of  a  foreign
31    corporation  to  transact  business  in  this  State has been
32    revoked.
33        (c)  Service under subsection (b) shall be made by:
 
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 1        (1)  Service on the Secretary of State, or on  any  clerk
 2    having  charge  of the corporation division department of his
 3    or her office, of a copy of the process,  notice  or  demand,
 4    together  with  any papers required by law to be delivered in
 5    connection  with  service,  and  a  fee  as   prescribed   by
 6    subsection (b) of Section 15.15 of this Act;
 7        (2)  Transmittal  by  the  person instituting the action,
 8    suit or proceeding of notice of the service on the  Secretary
 9    of  State  and  a  copy  of the process, notice or demand and
10    accompanying papers  to  the  corporation  being  served,  by
11    registered or certified mail:
12        (i)  At  the last registered office of the corporation as
13    shown by the records on file in the office of  the  Secretary
14    of State; and
15        (ii)  At  such  address  the  use  of  which  the  person
16    instituting  the  action, suit or proceeding knows or, on the
17    basis of reasonable inquiry, has reason to believe,  is  most
18    likely to result in actual notice; and
19        (3)  Appendage,  by  the  person  instituting the action,
20    suit or proceeding, of an affidavit of compliance  with  this
21    Section, in substantially such form as the Secretary of State
22    may  by  rule or regulation prescribe, to the process, notice
23    or demand.
24        (d)  Nothing herein contained shall limit or  affect  the
25    right  to  serve  any  process, notice, or demand required or
26    permitted by law to be served upon a corporation in any other
27    manner now or hereafter permitted by law.
28        (e)  The Secretary of State shall keep a  record  of  all
29    processes,  notices, and demands served upon him or her under
30    this Section, and shall  record  therein  the  time  of  such
31    service  and  his  or  her action with reference thereto, but
32    shall not be required to retain such information for a period
33    longer than five  years  from  his  or  her  receipt  of  the
34    service.
 
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 1    (Source: P.A. 85-1344.)

 2        (805 ILCS 5/5.30) (from Ch. 32, par. 5.30)
 3        Sec. 5.30.  Service of process on foreign corporation not
 4    authorized  to transact business in Illinois.  If any foreign
 5    corporation transacts business in this State  without  having
 6    obtained  a certificate of authority to transact business, it
 7    shall be deemed that  such  corporation  has  designated  and
 8    appointed the Secretary of State as an agent for process upon
 9    whom any notice, process or demand may be served.  Service on
10    the  Secretary of State shall be made in the manner set forth
11    in subsection (c) of Section 5.25 of this Act.
12    (Source: P.A. 84-924.)

13        (805 ILCS 5/8.75) (from Ch. 32, par. 8.75)
14        Sec.  8.75.   Indemnification  of  officers,   directors,
15    employees and agents; insurance.
16        (a)  A corporation may indemnify any person who was or is
17    a  party,  or  is  threatened  to  be  made  a  party  to any
18    threatened, pending or completed action, suit or  proceeding,
19    whether  civil,  criminal,  administrative  or  investigative
20    (other  than an action by or in the right of the corporation)
21    by reason of the fact that he or she is or  was  a  director,
22    officer,  employee  or agent of the corporation, or who is or
23    was serving at the request of the corporation as a  director,
24    officer,   employee   or   agent   of   another  corporation,
25    partnership,  joint  venture,  trust  or  other   enterprise,
26    against  expenses  (including  attorneys'  fees),  judgments,
27    fines  and amounts paid in settlement actually and reasonably
28    incurred by such person in connection with such action,  suit
29    or  proceeding,  if  such person acted in good faith and in a
30    manner he or she reasonably believed to be in, or not opposed
31    to the best interests of the corporation, and,  with  respect
32    to any criminal action or proceeding, had no reasonable cause
 
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 1    to  believe his or her conduct was unlawful.  The termination
 2    of  any  action,  suit  or  proceeding  by  judgment,  order,
 3    settlement, conviction, or upon a plea of nolo contendere  or
 4    its  equivalent,  shall  not, of itself, create a presumption
 5    that the person did not act in good faith  and  in  a  manner
 6    which  he  or she reasonably believed to be in or not opposed
 7    to the best interests of the corporation or, with respect  to
 8    any  criminal  action  or  proceeding,  that  the  person had
 9    reasonable cause to believe  that  his  or  her  conduct  was
10    unlawful.
11        (b)  A corporation may indemnify any person who was or is
12    a  party,  or  is  threatened  to  be  made  a  party  to any
13    threatened, pending or completed action or suit by or in  the
14    right  of  the corporation to procure a judgment in its favor
15    by reason of the fact that such person is or was a  director,
16    officer,  employee  or agent of the corporation, or 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  expenses  (including  attorneys'  fees) actually and
21    reasonably incurred by such person  in  connection  with  the
22    defense  or settlement of such action or suit, if such person
23    acted in good faith and in a  manner  he  or  she  reasonably
24    believed  to  be in, or not opposed to, the best interests of
25    the corporation, provided that no  indemnification  shall  be
26    made  with respect to any claim, issue, or matter as to which
27    such person has been adjudged to  have  been  liable  to  the
28    corporation, unless, and only to the extent that the court in
29    which  such  action  or suit was brought shall determine upon
30    application that, despite the adjudication of liability,  but
31    in  view of all the circumstances of the case, such person is
32    fairly and reasonably entitled to indemnity for such expenses
33    as the court shall deem proper.
34        (c)  To the extent that a  present  or  former  director,
 
SB725 Enrolled             -26-               LRB9206483REdvA
 1    officer  or  ,  employee  or  agent of a corporation has been
 2    successful, on the merits or otherwise, in the defense of any
 3    action, suit or proceeding referred to in subsections (a) and
 4    (b), or in defense of any claim,  issue  or  matter  therein,
 5    such  person shall be indemnified against expenses (including
 6    attorneys' fees) actually and  reasonably  incurred  by  such
 7    person  in  connection therewith, if the person acted in good
 8    faith and in a manner he or she reasonably believed to be in,
 9    or not opposed to, the best interests of the corporation.
10        (d)  Any indemnification under subsections  (a)  and  (b)
11    (unless  ordered by a court) shall be made by the corporation
12    only as authorized in the specific case, upon a determination
13    that indemnification  of  the  present  or  former  director,
14    officer,  employee  or  agent  is proper in the circumstances
15    because he or she has met the applicable standard of  conduct
16    set  forth  in  subsections  (a)  or (b).  Such determination
17    shall be made with respect to a person who is a  director  or
18    officer at the time of the determination: (1) by the majority
19    vote  of  the directors who are (1) by the board of directors
20    by a majority vote of a quorum consisting  of  directors  who
21    were  not  parties  to  such action, suit or proceeding, even
22    though less  than  a  quorum,  (2)  by  a  committee  of  the
23    directors  designated  by  a  majority vote of the directors,
24    even though less than a quorum, (3)  if  there  are  no  such
25    directors,  or  if  the directors so direct, or (2) if such a
26    quorum is not obtainable, or, even if obtainable, if a quorum
27    of disinterested directors so directs, by  independent  legal
28    counsel in a written opinion, or (4) (3) by the shareholders.
29        (e)  Expenses  (including attorney's fees) incurred by an
30    officer or director in defending a civil or criminal  action,
31    suit  or proceeding may be paid by the corporation in advance
32    of the final disposition of such action, suit  or  proceeding
33    upon  receipt  of  an  undertaking  by  or  on  behalf of the
34    director or , officer ,  employee  or  agent  to  repay  such
 
SB725 Enrolled             -27-               LRB9206483REdvA
 1    amount  if it shall ultimately be determined that such person
 2    he  or  she  is  not  entitled  to  be  indemnified  by   the
 3    corporation  as  authorized  in  this  Section. Such expenses
 4    (including attorney's fees) incurred by former directors  and
 5    officers or other employees and agents may be so paid on such
 6    terms  and  conditions,  if  any,  as  the  corporation deems
 7    appropriate.
 8        (f)  The  indemnification  and  advancement  of  expenses
 9    provided by or granted under the other  subsections  of  this
10    Section  shall not be deemed exclusive of any other rights to
11    which  those  seeking  indemnification  or   advancement   of
12    expenses may be entitled under any by-law, agreement, vote of
13    shareholders  or  disinterested directors, or otherwise, both
14    as to action in his or her official capacity and as to action
15    in another capacity while holding such office.
16        (g)  A corporation may purchase and maintain insurance on
17    behalf of any person who  is  or  was  a  director,  officer,
18    employee  or  agent  of  the  corporation,  or  who is or was
19    serving at the request of  the  corporation  as  a  director,
20    officer,   employee   or   agent   of   another  corporation,
21    partnership,  joint  venture,  trust  or  other   enterprise,
22    against  any  liability  asserted    against  such person and
23    incurred by such person in any such capacity, or arising  out
24    of  his or her status as such, whether or not the corporation
25    would have the power to indemnify such  person  against  such
26    liability under the provisions of this Section.
27        (h)  If a corporation indemnifies or advances expenses to
28    a  director  or officer under subsection (b) of this Section,
29    the corporation shall report the indemnification  or  advance
30    in  writing  to the shareholders with or before the notice of
31    the next shareholders meeting.
32        (i)  For purposes of this  Section,  references  to  "the
33    corporation"  shall  include,  in  addition  to the surviving
34    corporation,   any   merging   corporation   (including   any
 
SB725 Enrolled             -28-               LRB9206483REdvA
 1    corporation  having  merged  with  a   merging   corporation)
 2    absorbed  in  a  merger  which, if its separate existence had
 3    continued,  would  have  had  the  power  and  authority   to
 4    indemnify  its  directors, officers, and employees or agents,
 5    so that any person who was a director, officer,  employee  or
 6    agent  of  such  merging  corporation,  or was serving at the
 7    request of such merging corporation as a  director,  officer,
 8    employee  or agent of another corporation, partnership, joint
 9    venture, trust or other enterprise, shall stand in  the  same
10    position under the provisions of this Section with respect to
11    the  surviving  corporation  as  such  person would have with
12    respect to such merging corporation if its separate existence
13    had continued.
14        (j)  For purposes of this Section, references  to  "other
15    enterprises" shall include employee benefit plans; references
16    to  "fines"  shall  include  any  excise  taxes assessed on a
17    person  with  respect  to  an  employee  benefit  plan;   and
18    references  to  "serving  at  the request of the corporation"
19    shall include any service as a director, officer, employee or
20    agent of the corporation which imposes duties on, or involves
21    services by such director, officer, employee, or  agent  with
22    respect  to  an  employee  benefit plan, its participants, or
23    beneficiaries.  A person who acted in good  faith  and  in  a
24    manner  he  or  she  reasonably  believed  to  be in the best
25    interests  of  the  participants  and  beneficiaries  of   an
26    employee  benefit  plan  shall  be  deemed to have acted in a
27    manner "not opposed to the best interest of the  corporation"
28    as referred to in this Section.
29        (k)  The  indemnification  and  advancement  of  expenses
30    provided  by  or  granted  under  this  Section shall, unless
31    otherwise provided when authorized or ratified,  continue  as
32    to  a  person  who  has  ceased  to  be  a director, officer,
33    employee, or agent and shall inure  to  the  benefit  of  the
34    heirs, executors, and administrators of that person.
 
SB725 Enrolled             -29-               LRB9206483REdvA
 1        (l)  The  changes to this Section made by this amendatory
 2    Act of the  92nd  General  Assembly  apply  only  to  actions
 3    commenced  on  or after the effective date of this amendatory
 4    Act of the 92nd General Assembly.
 5    (Source: P.A. 91-464, eff. 1-1-00.)

 6        (805 ILCS 5/9.20)
 7        Sec. 9.20.  Reduction of paid-in capital.
 8        (a)  A corporation may reduce its paid-in capital:
 9             (1)  by resolution of  its  board  of  directors  by
10        charging  against  its  paid-in  capital  (i) the paid-in
11        capital represented by shares acquired and  cancelled  by
12        the corporation as permitted by law, to the extent of the
13        cost  from  the  paid-in  capital  of  the reacquired and
14        cancelled shares or a lesser amount as may be elected  by
15        the corporation, (ii) dividends paid on preferred shares,
16        or (iii) distributions as liquidating dividends; or
17             (2)  pursuant   to  an  approved  reorganization  in
18        bankruptcy that specifically directs the reduction to  be
19        effected.
20        (b)  Notwithstanding  anything  to the contrary contained
21    in this Act, at no time shall the paid-in capital be  reduced
22    to  an amount less than the aggregate par value of all issued
23    shares having a par value.
24        (c)  Until the report under Section 14.30 has been  filed
25    in  the  Office of the Secretary of State showing a reduction
26    in paid-in capital, the basis of  the  annual  franchise  tax
27    payable  by  the  corporation shall not be reduced; provided,
28    however, that in no event shall the annual franchise tax  for
29    any  taxable year be reduced if the report is not filed prior
30    to the first day of the anniversary month or, in the case  of
31    a  corporation that has established an extended filing month,
32    the extended filing month of the corporation of that  taxable
33    year and before payment of its annual franchise tax.
 
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 1        (d)  A corporation that reduced its paid-in capital after
 2    December 31,  1986 by one or more of the methods described in
 3    subsection  (a) may  report the reduction pursuant to Section
 4    14.30, subject to the restrictions of   subsections  (b)  and
 5    (c)  of this Section. A reduction in paid-in capital reported
 6    pursuant to this subsection shall  have  no  effect  for  any
 7    purpose  under this Act with respect to a taxable year ending
 8    before the report is filed.
 9        (e)  Nothing in this Section shall be construed to forbid
10    any reduction in paid-in capital to be effected under Section
11    9.05 of this Act.
12        (f)  In the  case  of  a  vertical  merger,  the  paid-in
13    capital  of  a  subsidiary may be eliminated if either (1) it
14    was created, totally funded, or wholly owned by the parent or
15    (2) the amount of the parent's investment in  the  subsidiary
16    was equal to or exceeded the subsidiary's paid-in capital.
17    (Source: P.A. 90-421, eff. 1-1-98.)

18        (805 ILCS 5/10.30) (from Ch. 32, par. 10.30)
19        Sec.  10.30.   Articles  of  amendment.   (a)  Except  as
20    provided in Section 10.40, the articles of amendment shall be
21    executed  and  filed  in duplicate in accordance with Section
22    1.10 of this Act and shall set forth:
23        (1)  The name of the corporation.
24        (2)  The text of each amendment adopted.
25        (3)  If the amendment was adopted by the incorporators, a
26    statement that the amendment was adopted by a majority of the
27    incorporators, that no shares have been issued and  that  the
28    directors were neither named in the articles of incorporation
29    nor elected at the time the amendment was adopted.
30        (4)  If  the  amendment  was  adopted  by  the  directors
31    without  shareholder  action,  a statement that the amendment
32    was  adopted  by  a  majority  of  the  directors  and   that
33    shareholder action was not required.
 
SB725 Enrolled             -31-               LRB9206483REdvA
 1        (5)  Where    the   amendment   was   approved   by   the
 2    shareholders:
 3        (i)  a statement that the  amendment  was  adopted  at  a
 4    meeting  of  shareholders  by  the  affirmative  vote  of the
 5    holders of  outstanding  shares  having  not  less  than  the
 6    minimum number of votes necessary to adopt such amendment, as
 7    provided by the articles of incorporation; or
 8        (ii)  a  statement  that  the  amendment  was  adopted by
 9    written consent signed by the holders of  outstanding  shares
10    having not less than the minimum number of votes necessary to
11    adopt   such  amendment,  as  provided  by  the  articles  of
12    incorporation, and in accordance with Section  7.10  of  this
13    Act.
14        (6)  If   the   amendment   provides   for  an  exchange,
15    reclassification, or cancellation  of  issued  shares,  or  a
16    reduction  of  the  number  of authorized shares of any class
17    below the number of issued  shares  of  that  class,  then  a
18    statement  of  the  manner  in  which such amendment shall be
19    effected.
20        (7)  If the amendment effects a change in the  amount  of
21    paid-in  capital, then a statement of the manner in which the
22    same is effected and a statement, expressed  in  dollars,  of
23    the amount of paid-in capital as changed by such amendment.
24        (8)  If   the   amendment   restates   the   articles  of
25    incorporation, the amendment shall so  state  and  shall  set
26    forth:
27        (i)  the text of the articles as restated;
28        (ii)  the date of incorporation, the name under which the
29    corporation  was incorporated, subsequent names, if any, that
30    the corporation adopted pursuant to amendment of its articles
31    of  incorporation,  and  the  effective  date  of  any   such
32    amendments;
33        (iii)  the  address of the registered office and the name
34    of the registered agent on the date of  filing  the  restated
 
SB725 Enrolled             -32-               LRB9206483REdvA
 1    articles; and
 2        (iv)  the  number  of  shares of each class issued on the
 3    date of filing  the  restated  articles  and  the  amount  of
 4    paid-in capital as of such date.
 5        The articles as restated must include all the information
 6    required  by  subsection (a) of Section 2.10, except that the
 7    articles need not  set  forth  the  information  required  by
 8    paragraphs  3,  4  or  6  thereof.  If  any  provision of the
 9    articles of incorporation is amended in connection  with  the
10    restatement, the articles of amendment shall clearly identify
11    such amendment.
12        (9)  If,  pursuant  to Section 10.35, the amendment is to
13    become  effective  subsequent  to  the  date  on  which   the
14    certificate  of  amendment  is  issued, the date on which the
15    amendment is to become effective.
16        (10)  If  the   amendment   revives   the   articles   of
17    incorporation  and  extends the period of corporate duration,
18    the amendment shall so state and shall set forth:
19        (i)  the date the period of duration  expired  under  the
20    articles of incorporation;
21        (ii)  a  statement  that  the  period of duration will be
22    perpetual, or, if a limited duration is to be  provided,  the
23    date to which the period of duration is to be extended; and
24        (iii)  a  statement  that  the  corporation  has  been in
25    continuous operation since before the date of  expiration  of
26    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    of amendment issue a certificate of amendment.
30    (Source: P.A. 84-924.)

31        (805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
32        Sec. 10.35.  Effect of certificate of amendment.
33        (a)  The   amendment   shall  become  effective  and  the
 
SB725 Enrolled             -33-               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 10.40, upon the filing of the  articles
11    issuance  of the certificate of amendment by the Secretary of
12    State, the amendment shall become effective and the  articles
13    of  incorporation  shall be deemed to be amended accordingly,
14    without any action thereon by the directors  or  shareholders
15    of  the  corporation  and  with  the  same  effect  as if the
16    amendments had  been  adopted  by  unanimous  action  of  the
17    directors and shareholders 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    shareholders, acting or purporting  to  act  as  such,  which
34    would  have  been  legal  and  valid but for such expiration,
 
SB725 Enrolled             -34-               LRB9206483REdvA
 1    shall stand ratified and confirmed.
 2        (e)  Each amendment which affects the  number  of  issued
 3    shares or the amount of paid-in capital shall be deemed to be
 4    a report under the provisions of this Act.
 5        (f)  No  amendment  of the articles of incorporation of a
 6    corporation shall affect any  existing  cause  of  action  in
 7    favor  of or against such corporation, or any pending suit in
 8    which such corporation shall be  a  party,  or  the  existing
 9    rights  of persons other than shareholders; and, in the event
10    the corporate name shall be changed  by  amendment,  no  suit
11    brought  by or against such corporation under its former name
12    shall be abated for that reason.
13    (Source: P.A. 91-464, eff. 1-1-00.)

14        (805 ILCS 5/11.25) (from Ch. 32, par. 11.25)
15        Sec.  11.25.   Articles  of  merger,   consolidation   or
16    exchange.   (a)  Upon  such  approval,  articles  of  merger,
17    consolidation   or   exchange   shall  be  executed  by  each
18    corporation and filed in duplicate in accordance with Section
19    1.10 of this Act and shall set forth:
20        (1)  The plan of merger, consolidation or exchange.
21        (2)  As to each corporation:
22        (i)  a statement that the plan was adopted at  a  meeting
23    of  shareholders  by  the  affirmative vote of the holders of
24    outstanding shares having not less than the minimum number of
25    votes necessary to  adopt  such  plan,  as  provided  by  the
26    articles of incorporation of the respective corporations; or
27        (ii)  a  statement that the plan was adopted by a consent
28    in writing signed by the holders of outstanding shares having
29    not less than the minimum number of votes necessary to  adopt
30    such  plan,  as  provided by the articles of incorporation of
31    the respective corporations, and in accordance  with  Section
32    7.10 of this Act.
33        (b)  When  the  provisions  of  this  Section  have  been
 
SB725 Enrolled             -35-               LRB9206483REdvA
 1    complied with, the Secretary of State shall file the articles
 2    issue  a  certificate  of  merger,  consolidation,  or  share
 3    exchange.
 4    (Source: P.A. 83-1025.)

 5        (805 ILCS 5/11.30) (from Ch. 32, par. 11.30)
 6        Sec. 11.30.  Merger of subsidiary corporation.
 7        (a)  Any  corporation, in this Section referred to as the
 8    "parent corporation", owning at least 90% of the  outstanding
 9    shares  of  each  class of shares of any other corporation or
10    corporations, in this Section referred to as the  "subsidiary
11    corporation",   may   merge  the  subsidiary  corporation  or
12    corporations into  itself  or  into  one  of  the  subsidiary
13    corporations,  if  each  merging  subsidiary  corporation  is
14    solvent,  without  approval  by a vote of the shareholders of
15    the parent corporation or the  shareholders  of  any  of  the
16    merging  subsidiary  corporations,  upon  completion  of  the
17    requirements of this Section.
18        (b)  The  board  of  directors  of the parent corporation
19    shall, by resolution, approve a plan of merger setting forth:
20             (1)  The name of each merging subsidiary corporation
21        and the name of the parent corporation; and
22             (2)  The manner and basis of converting  the  shares
23        of  each  merging subsidiary corporation not owned by the
24        parent corporation  into  shares,  obligations  or  other
25        securities  of the surviving corporation or of the parent
26        corporation or into cash or other property  or  into  any
27        combination of the foregoing.
28        (c)  A  copy  of  such  plan of merger shall be mailed to
29    each shareholder, other than the  parent  corporation,  of  a
30    merging  subsidiary  corporation  who  was  a  shareholder of
31    record on the date of the adoption of  the  plan  of  merger,
32    together  with  a notice informing such shareholders of their
33    right to dissent and enclosing a copy  of  Section  11.70  or
 
SB725 Enrolled             -36-               LRB9206483REdvA
 1    otherwise  providing  adequate  notice  of  the  procedure to
 2    dissent.
 3        (d)  After 30 days following the mailing of a copy of the
 4    plan of merger and notice to the shareholders of each merging
 5    subsidiary corporation, or upon the written  consent  to  the
 6    merger  or written waiver of the 30 day period by the holders
 7    of all the outstanding shares  of  all  shares  of  all  such
 8    subsidiary  corporations,  the  articles  of  merger shall be
 9    executed by the parent corporation and filed in duplicate  in
10    accordance with Section 1.10 of this Act and shall set forth:
11             (1)  The plan of merger.
12             (2)  The  number of outstanding shares of each class
13        of each merging subsidiary corporation and the number  of
14        such  shares of each class owned immediately prior to the
15        adoption of the plan of merger by the parent corporation.
16             (3)  The date of mailing  a  copy  of  the  plan  of
17        merger and notice of right to dissent to the shareholders
18        of each merging subsidiary corporation.
19        (e)  When  the  provisions  of  this  Section  have  been
20    complied with, the Secretary of State shall file the articles
21    issue a certificate of merger.
22        (f)  Subject  to  Section 11.35 and provided that all the
23    conditions hereinabove set forth have been met, any  domestic
24    corporation  may  be merged into or may merge into itself any
25    foreign corporation in the foregoing manner.
26    (Source: P.A. 88-151.)

27        (805 ILCS 5/11.39)
28        Sec. 11.39.  Merger of domestic corporation  and  limited
29    liability company.
30        (a)  Any one or more domestic corporations may merge with
31    or  into  one  or  more  limited  liability companies of this
32    State, any other state or states of the United States, or the
33    District of Columbia, if the  laws  of  the  other  state  or
 
SB725 Enrolled             -37-               LRB9206483REdvA
 1    states  or  the  District of Columbia permit the merger.  The
 2    domestic  corporation  or  corporations   and   the   limited
 3    liability  company  or  companies  may  merge  with or into a
 4    corporation, which may be any one of these  corporations,  or
 5    they  may  merge  with  or  into a limited liability company,
 6    which may be any one of these  limited  liability  companies,
 7    which  shall  be  a domestic corporation or limited liability
 8    company of this State, any other state of the United  States,
 9    or  the  District  of  Columbia,  which  permits  the  merger
10    pursuant  to  a plan of merger complying with and approved in
11    accordance with this Section.
12        (b)  The plan of merger must set forth the following:
13             (1)  The  names  of  the  domestic  corporation   or
14        corporations  and  limited liability company or companies
15        proposing  to  merge  and  the  name  of   the   domestic
16        corporation  or limited liability company into which they
17        propose to merge, which is designated  as  the  surviving
18        entity.
19             (2)  The terms and conditions of the proposed merger
20        and the mode of carrying the same into effect.
21             (3)  The  manner  and basis of converting the shares
22        of each domestic corporation and the  interests  of  each
23        limited   liability   company   into  shares,  interests,
24        obligations, other securities of the surviving entity  or
25        into  cash  or  other  property or any combination of the
26        foregoing.
27             (4)  In the case of a merger  in  which  a  domestic
28        corporation  is  the surviving entity, a statement of any
29        changes in the articles of incorporation of the surviving
30        corporation to be effected by the merger.
31             (5)  Any  other  provisions  with  respect  to   the
32        proposed  merger  that are deemed necessary or desirable,
33        including provisions, if any, under  which  the  proposed
34        merger  may  be  abandoned  prior  to  the  filing of the
 
SB725 Enrolled             -38-               LRB9206483REdvA
 1        articles of merger by the  Secretary  of  State  of  this
 2        State.
 3        (c)  The  plan required by subsection (b) of this Section
 4    shall be adopted and approved by the constituent  corporation
 5    or corporations in the same manner as is provided in Sections
 6    11.05,  11.15,  and  11.20  of this Act and, in the case of a
 7    limited liability company, in accordance with  the  terms  of
 8    its  operating  agreement, if any, and in accordance with the
 9    laws under which it was formed.
10        (d)  Upon this approval,  articles  of  merger  shall  be
11    executed   by   each   constituent  corporation  and  limited
12    liability company and filed with the Secretary  of  State  as
13    provided  in  Section 11.25 of this Act and shall be recorded
14    with respect to each constituent corporation as  provided  in
15    Section 11.45 of this Act.  The merger shall become effective
16    for  all  purposes  of  the  laws  of  this State when and as
17    provided in Section 11.40 of this Act  with  respect  to  the
18    merger of corporations of this State.
19        (e)  If  the  surviving  entity  is to be governed by the
20    laws of the District of Columbia or any state other than this
21    State, it shall file with the  Secretary  of  State  of  this
22    State an agreement that it may be served with process in this
23    State  in any proceeding for enforcement of any obligation of
24    any constituent corporation or limited liability  company  of
25    this  State,  as well as for enforcement of any obligation of
26    the  surviving  corporation  or  limited  liability   company
27    arising   from  the  merger,  including  any  suit  or  other
28    proceeding to enforce the shareholders right  to  dissent  as
29    provided  in Section 11.70 of this Act, and shall irrevocably
30    appoint the Secretary of State of this State as its agent  to
31    accept   service  of  process  in  any  such  suit  or  other
32    proceedings.
33        (f)  Section 11.50 of this Act shall, insofar  as  it  is
34    applicable,  apply  to  mergers between domestic corporations
 
SB725 Enrolled             -39-               LRB9206483REdvA
 1    and limited liability companies.
 2        (g)  In any merger  under  this  Section,  the  surviving
 3    entity shall not engage in any business or exercise any power
 4    that  a  domestic  corporation  or domestic limited liability
 5    company may not otherwise  engage  in  or  exercise  in  this
 6    State.   Furthermore,  the surviving entity shall be governed
 7    by the ownership and control  restrictions  in  Illinois  law
 8    applicable to that type of entity.
 9    (Source: P.A. 90-424, eff. 1-1-98.)

10        (805 ILCS 5/11.40) (from Ch. 32, par. 11.40)
11        Sec.  11.40.   Effective date of merger, consolidation or
12    exchange. The merger, consolidation or exchange shall  become
13    effective  upon  filing  of  the articles the issuance of the
14    certificate of  merger,  consolidation  or  exchange  by  the
15    Secretary  of  State  or  on a later specified date, not more
16    than 30 days subsequent to the  filing  of  the  articles  of
17    merger, consolidation or exchange issuance of the certificate
18    by  the  Secretary  of  State,  as may be provided for in the
19    plan.
20    (Source: P.A. 88-151.)

21        (805 ILCS 5/11.45) (from Ch. 32, par. 11.45)
22        Sec. 11.45.  Recording of  certificate  and  articles  of
23    merger,  consolidation or exchange. A copy of the articles of
24    merger, consolidation or exchange as filed by  the  Secretary
25    of  State  The  certificate  of  merger  with the copy of the
26    articles of merger affixed thereto by the Secretary of State,
27    or the certificate of consolidation  with  the  copy  of  the
28    articles of consolidation affixed thereto by the Secretary of
29    State,  or  the  certificate of exchange with the copy of the
30    articles of exchange affixed  thereto  by  the  Secretary  of
31    State, shall be returned to the surviving or new or acquiring
32    corporation,  as  the  case may be, or to its representative,
 
SB725 Enrolled             -40-               LRB9206483REdvA
 1    and  such  certificate  and  articles,  or  a  copy   thereof
 2    certified  by  the  Secretary  of  State,  shall be filed for
 3    record within the time prescribed by Section 1.10 of this Act
 4    in the office of the Recorder of each  county  in  which  the
 5    registered   office  of  each  merging  or  consolidating  or
 6    acquiring corporation may be situated, and in the case  of  a
 7    consolidation, in the office of the Recorder of the county in
 8    which  the  registered office of the new corporation shall be
 9    situated and, in the case of a share exchange, in the  office
10    of  the Recorder of the county in which the registered office
11    of the  corporation  whose  shares  were  acquired  shall  be
12    situated.
13    (Source: P.A. 83-1362.)

14        (805 ILCS 5/12.20) (from Ch. 32, par. 12.20)
15        Sec. 12.20.  Articles of dissolution.
16        (a)  When  a voluntary dissolution has been authorized as
17    provided by  this  Act,  articles  of  dissolution  shall  be
18    executed  and  filed  in duplicate in accordance with Section
19    1.10 of this Act and shall set forth:
20             (1)  The name of the corporation.
21             (2)  The date dissolution was authorized.
22             (3)  A post-office address to which may be mailed  a
23        copy  of  any process against the corporation that may be
24        served on the Secretary of State.
25             (4)  A statement of the aggregate number  of  issued
26        shares of the corporation itemized by classes and series,
27        if any, within a class, as of the date of execution.
28             (5)  A statement of the amount of paid-in capital of
29        the corporation as of the date of execution.
30             (6)  Such additional information as may be necessary
31        or  appropriate  in order to determine any unpaid fees or
32        franchise taxes payable by such corporation  as  in  this
33        Act prescribed.
 
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 1             (7)  Where  dissolution  is  authorized  pursuant to
 2        Section  12.05,  a   statement   that   a   majority   of
 3        incorporators  or  majority of directors, as the case may
 4        be, have  consented  to  the  dissolution  and  that  all
 5        provisions of Section 12.05 have been complied with.
 6             (8)  Where  dissolution  is  authorized  pursuant to
 7        Section 12.10, a statement that the holders  of  all  the
 8        outstanding  shares  entitled to vote on dissolution have
 9        consented thereto.
10             (9)  Where dissolution  is  authorized  pursuant  to
11        Section  12.15,  a  statement that a resolution proposing
12        dissolution has been adopted at a meeting of shareholders
13        by the affirmative vote of  the  holders  of  outstanding
14        shares  having  not less than the minimum number of votes
15        necessary to adopt such resolution  as  provided  by  the
16        articles of incorporation.
17        (b)  When  the  provisions  of  this  Section  have  been
18    complied with, the Secretary of State shall file the articles
19    issue a certificate of dissolution.
20        (c)  The  dissolution  is  effective  on  the date of the
21    filing of the articles issuance of the certificate thereof by
22    the Secretary of State.
23    (Source: P.A. 86-985.)

24        (805 ILCS 5/12.25) (from Ch. 32, par. 12.25)
25        Sec.  12.25.    Revocation   of   Dissolution.    (a)   A
26    corporation  may revoke its dissolution within 60 days of the
27    effective date of dissolution  if  the  corporation  has  not
28    begun  to  distribute  its  assets  or  has  not  commenced a
29    proceeding for court-supervision  of  its  winding  up  under
30    Section 12.50.
31        (b)  The   corporation's   board  of  directors,  or  its
32    incorporators if shares have not been issued and the  initial
33    directors   have   not   been   designated,  may  revoke  the
 
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 1    dissolution without shareholder action.
 2        (c)  Within  60  days  after  the  dissolution  has  been
 3    revoked  by  the  corporation,  articles  of  revocation   of
 4    dissolution  shall  be  executed  and  filed  in duplicate in
 5    accordance with Section 1.10 of this Act and shall set forth:
 6        (1)  The name of the corporation.
 7        (2)  The effective  date  of  the  dissolution  that  was
 8    revoked.
 9        (3)  A  statement  that  the corporation has not begun to
10    distribute its assets nor has it commenced a  proceeding  for
11    court-supervision of its winding up.
12        (4)  The   date   the   revocation   of  dissolution  was
13    authorized.
14        (5)  A  statement  that  the   corporation's   board   of
15    directors (or incorporators) revoked the dissolution.
16        (d)  When  the  provisions  of  this  Section  have  been
17    complied with, the Secretary of State shall file the articles
18    issue a certificate of revocation of dissolution.  Failure to
19    file  the revocation of dissolution as required in subsection
20    (c) hereof shall not be grounds for the Secretary of State to
21    reject the filing, but the corporation filing beyond the time
22    period shall pay a penalty as prescribed by this Act.
23        (e)  The revocation of dissolution is  effective  on  the
24    date of filing the issuance of the certificate thereof by the
25    Secretary  of  State and shall relate back and take effect as
26    of the date of issuance of the certificate of dissolution and
27    the  corporation  may  resume  carrying  on  business  as  if
28    dissolution had never occurred.
29    (Source: P.A. 84-1412.)

30        (805 ILCS 5/12.35) (from Ch. 32, par. 12.35)
31        Sec. 12.35.  Grounds for administrative dissolution.  The
32    Secretary   of   State   may   dissolve    any    corporation
33    administratively if:
 
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 1        (a)  It  has  failed  to  file its annual report or final
 2    transition  annual  report  and  pay  its  franchise  tax  as
 3    required by this Act before the first day of the  anniversary
 4    month  or, in the case of a corporation which has established
 5    an extended filing month, the extended filing  month  of  the
 6    corporation  of  the year in which such annual report becomes
 7    due and such franchise tax becomes payable;
 8        (b)  it has failed to file in the office of the Secretary
 9    of State any  report  after  the  expiration  of  the  period
10    prescribed in this Act for filing such report; or
11        (c)  it  has  failed to pay any fees, franchise taxes, or
12    charges prescribed by this Act;
13        (d)  it has misrepresented any  material  matter  in  any
14    application,  report,  affidavit,  or other document filed by
15    the corporation pursuant to this Act; or
16        (e)  (c)  it  has  failed  to  appoint  and  maintain   a
17    registered agent in this State.
18    (Source: P.A. 86-985.)

19        (805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
20        Sec.   12.45.    Reinstatement  following  administrative
21    dissolution.  (a)  A  domestic  corporation  administratively
22    dissolved  under  Section  12.40  may  be  reinstated  by the
23    Secretary of State within five years following  the  date  of
24    issuance of the certificate of dissolution upon:
25        (1)  The filing of an application for reinstatement.
26        (2)  The  filing  with  the  Secretary  of  State  by the
27    corporation of all reports then due and theretofore  becoming
28    due.
29        (3)  The  payment  to  the  Secretary  of  State  by  the
30    corporation  of all fees, franchise taxes, 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 1.10 of
 
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 1    this Act and shall set forth:
 2        (1)  The name of the  corporation  at  the  time  of  the
 3    issuance of the certificate of dissolution.
 4        (2)  If  such name is not available for use as determined
 5    by  the  Secretary  of  State  at  the  time  of  filing  the
 6    application for reinstatement, the name of the corporation as
 7    changed, provided however, and any change of name is properly
 8    effected pursuant to Section 10.05 and Section 10.30 of  this
 9    Act.
10        (3)  The  date  of  the  issuance  of  the certificate of
11    dissolution.
12        (4)  The address, including street and number,  or  rural
13    route number of the registered office of the corporation upon
14    reinstatement  thereof,  and the name of its registered agent
15    at such address upon the reinstatement  of  the  corporation,
16    provided  however, that any change from either the registered
17    office or the registered agent at the time of dissolution  is
18    properly reported pursuant to Section 5.10 of this Act.
19        (c)  When  a  dissolved corporation has complied with the
20    provisions of this Sec the Secretary of State shall file  the
21    application for issue a certificate of reinstatement.
22        (d)  Upon  the  filing of the application for issuance of
23    the certificate of  reinstatement,  the  corporate  existence
24    shall  be  deemed to have continued without interruption from
25    the date of the issuance of the certificate  of  dissolution,
26    and  the  corporation  shall  stand revived with such powers,
27    duties and obligations as if it had not been  dissolved;  and
28    all  acts  and  proceedings  of  its  officers, directors and
29    shareholders, acting or purporting  to  act  as  such,  which
30    would  have  been  legal  and valid but for such dissolution,
31    shall stand ratified and confirmed.
32    (Source: P.A. 86-381.)

33        (805 ILCS 5/12.80) (from Ch. 32, par. 12.80)
 
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 1        Sec. 12.80.  Survival of remedy after  dissolution.   The
 2    dissolution of a corporation either (1) by filing articles of
 3    dissolution in accordance with Section 12.20 of this Act, (2)
 4    by the issuance of a certificate of dissolution in accordance
 5    with Section 12.40 of this Act by the Secretary of State, (3)
 6    or  (2)  by  a  judgment of dissolution by a circuit court of
 7    this State, or  (4)  (3)  by  expiration  of  its  period  of
 8    duration,  shall  not  take  away nor impair any civil remedy
 9    available to or against such corporation, its  directors,  or
10    shareholders,  for  any  right  or  claim  existing,  or  any
11    liability  incurred,  prior  to such dissolution if action or
12    other proceeding thereon is commenced within five years after
13    the date of such dissolution.  Any such action or  proceeding
14    by  or  against the corporation may be prosecuted or defended
15    by the corporation in its corporate name.
16    (Source: P.A. 85-1344.)

17        (805 ILCS 5/13.05) (from Ch. 32, par. 13.05)
18        Sec. 13.05.  Admission of foreign corporation. Except  as
19    provided  in  Article  V  of  the  Illinois Insurance Code, a
20    foreign corporation organized for profit, before it transacts
21    business in  this  State,  shall  procure  a  certificate  of
22    authority  so  to  do  from the Secretary of State. A foreign
23    corporation organized for profit,  upon  complying  with  the
24    provisions  of  this  Act,  may  secure from the Secretary of
25    State the a certificate of authority to transact business  in
26    this  State,  but no foreign corporation shall be entitled to
27    procure a certificate of authority under this Act to  act  as
28    trustee,  executor,  administrator, administrator to collect,
29    or guardian, or in any other like fiduciary capacity in  this
30    State  or  to transact in this State the business of banking,
31    insurance, suretyship, or a business of the  character  of  a
32    building and loan corporation. A foreign professional service
33    corporation may secure a certificate of authority to transact
 
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 1    business  in  this  State  from  the  Secretary of State upon
 2    complying with this Act and demonstrating compliance with the
 3    Act regulating the professional service to be rendered by the
 4    professional  service  corporation.   However,   no   foreign
 5    professional   service   corporation   shall   be  granted  a
 6    certificate  of  authority  unless  it  complies   with   the
 7    requirements  of  the  Professional  Service  Corporation Act
 8    concerning  ownership  and  control  by  specified   licensed
 9    professionals.   These  professionals must be licensed in the
10    state of domicile or this State. A foreign corporation  shall
11    not  be  denied  a  certificate of authority by reason of the
12    fact that the laws of the state under which such  corporation
13    is  organized governing its organization and internal affairs
14    differ from the laws of this State, and nothing in  this  Act
15    contained  shall  be  construed  to  authorize  this State to
16    regulate the organization or the  internal  affairs  of  such
17    corporation.
18    (Source: P.A. 90-424, eff. 1-1-98; 91-593, eff. 8-14-99.)

19        (805 ILCS 5/13.10) (from Ch. 32, par. 13.10)
20        Sec.  13.10.   Powers  of foreign corporation. No foreign
21    corporation shall transact in this State any business which a
22    corporation organized under the laws of  this  State  is  not
23    permitted to transact. A foreign corporation which shall have
24    received  a  certificate  of  authority  to transact business
25    under this Act shall, until a certificate of  revocation  has
26    been  issued  or  an application for of withdrawal shall have
27    been filed issued as provided in this Act,  enjoy  the  same,
28    but   no   greater,  rights  and  privileges  as  a  domestic
29    corporation organized for  the  purposes  set  forth  in  the
30    application  pursuant  to which such certificate of authority
31    is granted issued; and, except as in Section 13.05  otherwise
32    provided  with  respect  to  the  organization  and  internal
33    affairs  of  a foreign corporation and except as elsewhere in
 
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 1    this Act otherwise provided, shall be  subject  to  the  same
 2    duties,  restrictions,  penalties,  and  liabilities  now  or
 3    hereafter   imposed  upon  a  domestic  corporation  of  like
 4    character.
 5    (Source: P.A. 83-1025.)

 6        (805 ILCS 5/13.15) (from Ch. 32, par. 13.15)
 7        Sec. 13.15.  Application for  certificate  of  authority.
 8    (a)  A foreign corporation, in order to procure a certificate
 9    of authority  to  transact  business  in  this  State,  shall
10    execute  and  file  in  duplicate an application therefor, in
11    accordance with Section 1.10 of this Act, and shall also file
12    a copy of its articles of incorporation  and  all  amendments
13    thereto,  duly  authenticated  by  the  proper officer of the
14    state  or  country  wherein   it   is   incorporated.    Such
15    application shall set forth:
16        (1)  The  name  of  the  corporation,  with any additions
17    thereto required in order to comply with Section 4.05 of this
18    Act together with the state or  country  under  the  laws  of
19    which it is organized.
20        (2)  The  date of its incorporation and the period of its
21    duration.
22        (3)  The address, including street and number,  or  rural
23    route number, of its principal office.
24        (4)  The address, including street and number, if any, of
25    its proposed registered office in this State, and the name of
26    its proposed registered agent in this State at such address.
27        (5)  (Blank.)   The names of the states and countries, if
28    any, in  which  it  is  admitted  or  qualified  to  transact
29    business.
30        (6)  The  purpose  or purposes for which it was organized
31    which it proposes to pursue in the transaction of business in
32    this State.
33        (7)  The  names  and  respective  residential  addresses,
 
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 1    including street and number, or rural route  number,  of  its
 2    directors and officers.
 3        (8)  A  statement of the aggregate number of shares which
 4    it has authority to issue, itemized by classes,  and  series,
 5    if any, within a class.
 6        (9)  A  statement  of  the aggregate number of its issued
 7    shares itemized by classes, and  series,  if  any,  within  a
 8    class.
 9        (10)  A statement of the amount of paid-in capital of the
10    corporation, as defined in this Act.
11        (11)  An  estimate, expressed in dollars, of the value of
12    all the property to be owned by it for  the  following  year,
13    wherever  located,  and  an  estimate  of  the  value  of the
14    property to be located within this State  during  such  year,
15    and an estimate, expressed in dollars, of the gross amount of
16    business  which will be transacted by it during such year and
17    an estimate  of  the  gross  amount  thereof  which  will  be
18    transacted  by it at or from places of business in this State
19    during such year.
20        (12)  In  the  case  of  telegraph,   telephone,   cable,
21    railroad, or pipe line corporations, the total length of such
22    telephone,  telegraph,  cable, railroad, or pipe line and the
23    length of the line located in this State, and the total value
24    of such line and the value of such line in this State.
25        (13)  Such additional information as may be necessary  or
26    appropriate  in  order  to  enable  the Secretary of State to
27    determine whether such corporation is entitled to be  granted
28    a certificate of authority to transact business in this State
29    and  to  determine  and assess the franchise taxes, fees, and
30    charges payable as in this Act prescribed.
31        (b)  Such application shall be made on  forms  prescribed
32    and furnished by the Secretary of State.
33        (c)  When  the  provisions  of  this  Section  have  been
34    complied   with,  the  Secretary  of  State  shall  file  the
 
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 1    application for issue a certificate of authority.
 2    (Source: P.A. 85-1269.)

 3        (805 ILCS 5/13.20) (from Ch. 32, par. 13.20)
 4        Sec. 13.20.  Effect of certificate of authority. Upon the
 5    filing of the application for issuance of  a  certificate  of
 6    authority  by  the  Secretary of State, the corporation shall
 7    have the right to transact business in this State  for  those
 8    purposes  set  forth in its application, subject, however, to
 9    the right of this State to  revoke  such  right  to  transact
10    business in this State as provided in this Act.
11    (Source: P.A. 83-1025.)

12        (805 ILCS 5/13.25) (from Ch. 32, par. 13.25)
13        Sec.  13.25.  Change  of  name  by  foreign  corporation.
14    Whenever  a foreign corporation which is admitted to transact
15    business in this State shall change its  name  to  one  under
16    which a certificate of authority to transact business in this
17    State would not be granted to it on application therefor, the
18    authority  of  such  corporation to transact business in this
19    State shall be suspended and it shall not thereafter transact
20    any business in this State until it has changed its name to a
21    name which is available to it under the laws of this State or
22    until it has adopted an assumed corporate name in  accordance
23    with Section 4.15 of this Act.
24    (Source: P.A. 83-1025.)

25        (805 ILCS 5/13.30) (from Ch. 32, par. 13.30)
26        Sec.  13.30.   Amendment  to articles of incorporation of
27    foreign corporation.  Each foreign corporation authorized  to
28    transact  business  in  this  State, whenever its articles of
29    incorporation are amended, shall forthwith file in the office
30    of the Secretary of State  a  copy  of  such  amendment  duly
31    authenticated  by  the proper officer of the State or country
 
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 1    under the laws of which such corporation  is  organized;  but
 2    the  filing  thereof shall not of itself enlarge or alter the
 3    purpose or purposes which such corporation is  authorized  to
 4    pursue  in  the  transaction  of  business in this State, nor
 5    authorize such corporation to transact business in this State
 6    under  any  other  name  than  the  name  set  forth  in  its
 7    application for certificate  of  authority,  nor  extend  the
 8    duration of its corporate existence.
 9    (Source: P.A. 83-1025.)

10        (805 ILCS 5/13.35) (from Ch. 32, par. 13.35)
11        Sec.  13.35.  Merger of foreign corporation authorized to
12    transact  business  in  this  state.   Whenever   a   foreign
13    corporation  authorized  to  transact  business in this State
14    shall be a party to a statutory merger permitted by the  laws
15    of the state or country under which it is organized, and such
16    corporation  shall  be  the  surviving  corporation, it shall
17    forthwith file with the Secretary of  State  a  copy  of  the
18    articles  of  merger duly authenticated by the proper officer
19    of the  state  or  country  under  the  laws  of  which  such
20    statutory  merger was effected; and it shall not be necessary
21    for such corporation to procure either a new  or  an  amended
22    certificate  of  authority to transact business in this State
23    unless the name of such corporation or the  duration  of  its
24    corporate   existence   be  changed  thereby  or  unless  the
25    corporation  desires  to  pursue  in  this  State  other   or
26    additional purposes than those which it is then authorized to
27    transact in this State.
28    (Source: P.A. 83-1025.)

29        (805 ILCS 5/13.40) (from Ch. 32, par. 13.40)
30        Sec.  13.40.  Amended certificate of authority. A foreign
31    corporation authorized to transact  business  in  this  State
32    shall  secure an amended certificate of authority to do so in
 
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 1    the event it changes its corporate name, changes the duration
 2    of its corporate existence, or  desires  to  pursue  in  this
 3    State  other  or  additional purposes than those set forth in
 4    its prior application for  a  certificate  of  authority,  by
 5    making application therefor to the Secretary of State.
 6        The application shall set forth:
 7             (1)  The name of the corporation, with any additions
 8        required  in  order  to  comply with Section 4.05 of this
 9        Act, together with the state or country under the laws of
10        which it is organized.
11             (2)  The change to be effected.
12    (Source: P.A. 88-151.)

13        (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
14        Sec. 13.45. Withdrawal of foreign corporation.  A foreign
15    corporation authorized to transact business in this State may
16    withdraw from this State upon filing with procuring from  the
17    Secretary  of  State  an  application  for  a  certificate of
18    withdrawal.   In  order  to  procure   such  certificate   of
19    withdrawal, the such foreign corporation shall either:
20             (a)  execute  and  file  in duplicate, in accordance
21        with  Section  1.10  of  this  Act,  an  application  for
22        withdrawal and a final report, which shall set forth:
23                  (1)  that no proportion of  its  issued  shares
24             is, on the date of the such application, represented
25             by  business  transacted or property located in this
26             State;.
27                  (2)  that  it  surrenders  its   authority   to
28             transact business in this State;.
29                  (3)  that  it  revokes  the  authority  of  its
30             registered  agent in this State to accept service of
31             process and consents that service of process in  any
32             suit,  action, or proceeding based upon any cause of
33             action arising in this State  during  the  time  the
 
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 1             corporation  was  licensed  to  transact business in
 2             this State  may  thereafter  be  made  on  the  such
 3             corporation  by  service thereof on the Secretary of
 4             State;.
 5                  (4)  a post-office  address  to  which  may  be
 6             mailed a copy of any process against the corporation
 7             that may be served on the Secretary of State;.
 8                  (5)  the  name of the corporation and the state
 9             or country under the laws of which it is organized;.
10                  (6)  a statement of  the  aggregate  number  of
11             issued   shares   of  the  corporation  itemized  by
12             classes, and series, if any, within a class,  as  of
13             the date of the such final report;.
14                  (7)  a  statement  of  the  amount  of  paid-in
15             capital  of  the  corporation  as of the date of the
16             such final report; and.
17                  (8)  such  additional  information  as  may  be
18             necessary or appropriate  in  order  to  enable  the
19             Secretary  of  State  to  determine  and  assess any
20             unpaid fees or franchise taxes payable by  the  such
21             foreign   corporation  as  prescribed  in  this  Act
22             prescribed; or
23             (b)  if it has been dissolved, file a  copy  of  the
24        articles  of dissolution duly authenticated by the proper
25        officer of the state or country under the laws  of  which
26        the such corporation was organized.
27        (c) The  application  for withdrawal and the final report
28    shall be made  on  forms  prescribed  and  furnished  by  the
29    Secretary of State.
30        (d) When the corporation has complied with subsection (a)
31    or (b) of this Section, the Secretary of State shall file the
32    application  for issue a certificate of withdrawal and mail a
33    copy  of  the  application  to   the   corporation   or   its
34    representative.   If the provisions of subsection (b) of this
 
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 1    Section have been followed, the Secretary of State shall file
 2    the copy of the articles of dissolution in his or her  office
 3    with  one  copy  of  the  certificate  of  withdrawal affixed
 4    thereto, mail the original certificate to the corporation  or
 5    its representative.
 6        Upon  the  filing of the application for issuance of such
 7    certificate  of  withdrawal  or  copy  of  the  articles   of
 8    dissolution,  the  authority  of  the corporation to transact
 9    business in this State shall cease.
10    (Source: P.A. 91-464, eff. 1-1-00; revised 3-21-00.)

11        (805 ILCS 5/13.50) (from Ch. 32, par. 13.50)
12        Sec. 13.50. Grounds  for  revocation  of  certificate  of
13    authority.   The   certificate  of  authority  of  a  foreign
14    corporation to transact business in this State may be revoked
15    by the Secretary of State:
16        (a)  Upon the failure of an officer or director  to  whom
17    interrogatories  have  been  propounded  by  the Secretary of
18    State as provided in this Act, to answer the same  fully  and
19    to file such answer in the office of the Secretary of State.
20        (b)  If  the answer to such interrogatories discloses, or
21    if the fact is otherwise ascertained, that the proportion  of
22    the   sum   of   the  paid-in  capital  of  such  corporation
23    represented in this State is greater than the amount on which
24    such corporation has  theretofore  paid  fees  and  franchise
25    taxes, and the deficiency therein is not paid.
26        (c)  If  the  corporation  for  a  period of one year has
27    transacted no business and has had no  tangible  property  in
28    this State as revealed by its annual reports.
29        (d)  Upon  the failure of the corporation to keep on file
30    in the office of the Secretary of  State  duly  authenticated
31    copies of each amendment to its articles of incorporation.
32        (e)  Upon  the  failure of the corporation to appoint and
33    maintain a registered agent in this State.
 
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 1        (f)  Upon the failure of  the  corporation  to  file  for
 2    record  in  the office of the recorder of the county in which
 3    its  registered  office  is  situated,  its  certificate   of
 4    authority or any amended certificate of authority to transact
 5    business  in  this  State,  or  any appointment of registered
 6    agent.
 7        (g)  Upon the failure of  the  corporation  to  file  any
 8    report after the period prescribed by this Act for the filing
 9    of such report.
10        (h)  Upon the failure of the corporation to pay any fees,
11    franchise taxes, or charges prescribed by this Act.
12        (i)  For  misrepresentation of any material matter in any
13    application, report, affidavit, or other  document  filed  by
14    such corporation pursuant to this Act.
15        (j)  Upon  the  failure  of  the corporation to renew its
16    assumed name or to apply to change its assumed name  pursuant
17    to  the provisions of this Act, when the corporation can only
18    transact business within this State under its assumed name in
19    accordance with the provisions of Section 4.05 of this Act.
20        (k)  When under the provisions of the "Consumer Fraud and
21    Deceptive Business Practices Act" a court has found that  the
22    corporation substantially and willfully violated such Act.
23    (Source: P.A. 83-1362.)

24        (805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
25        Sec.  13.55.   Procedure for revocation of certificate of
26    authority. (a) After the Secretary of State  determines  that
27    one  or  more  grounds  exist  under  Section  13.50  for the
28    revocation  of  a  certificate  of  authority  of  a  foreign
29    corporation, he or she shall send by  regular  mail  to  each
30    delinquent   corporation  a  Notice  of  Delinquency  to  its
31    registered office, or,  if  the  corporation  has  failed  to
32    maintain  a registered office, then to the president or other
33    principal officer at the last known office of said officer.
 
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 1        (b)  If the corporation  does  not  correct  the  default
 2    within  90 days following such notice, the Secretary of State
 3    shall thereupon revoke the certificate of  authority  of  the
 4    corporation  by  issuing  a  certificate  of  revocation that
 5    recites the grounds for revocation and  its  effective  date.
 6    The  Secretary  of  State  shall  file  the  original  of the
 7    certificate in his or  her  office,  mail  one  copy  to  the
 8    corporation  at  its  registered office and file one copy for
 9    record in the office of the recorder of the county  in  which
10    the  registered  office  of  the corporation in this State is
11    situated, to be recorded by such recorder. The recorder shall
12    submit for payment to the Secretary of State, on a  quarterly
13    basis, the amount of filing fees incurred.
14        (c)  Upon  the issuance of the certificate of revocation,
15    the authority of the corporation to transact business in this
16    State shall cease and  such  revoked  corporation  shall  not
17    thereafter carry on any business in this State.
18    (Source: P.A. 85-1269.)

19        (805 ILCS 5/13.60) (from Ch. 32, par. 13.60)
20        Sec.  13.60.   Reinstatement  following revocation. (a) A
21    foreign  corporation  revoked  under  Section  13.55  may  be
22    reinstated by  the  Secretary  of  State  within  five  years
23    following   the  date  of  issuance  of  the  certificate  of
24    revocation upon:
25        (1)  The filing of an application for reinstatement.
26        (2)  The filing  with  the  Secretary  of  State  by  the
27    corporation  of all reports then due and theretofore becoming
28    due.
29        (3)  The  payment  to  the  Secretary  of  State  by  the
30    corporation of all fees, franchise taxes, 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  1.10  of
 
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 1    this Act and shall set forth:
 2        (1)  The  name  of  the  corporation  at  the time of the
 3    issuance of the certificate of revocation.
 4        (2)  If such name is not available for use as  determined
 5    by  the  Secretary  of  State  at  the  time  of  filing  the
 6    application for reinstatement, the name of the corporation as
 7    changed;  provided,  however,  that  any  change  of  name is
 8    properly effected pursuant to Section 13.30 and Section 13.40
 9    of this Act.
10        (3)  The date of  the  issuance  of  the  certificate  of
11    revocation.
12        (4)  The  address,  including street and number, or rural
13    route number, of the registered  office  of  the  corporation
14    upon  reinstatement  thereof,  and the name of its registered
15    agent  at  such  address  upon  the  reinstatement   of   the
16    corporation;  provided,  however, that any change from either
17    the registered office or the registered agent at the time  of
18    revocation  is  properly reported pursuant to Section 5.10 of
19    this act.
20        (c)  When a revoked corporation  has  complied  with  the
21    provisions of this Section, the Secretary of State shall file
22    the application for issue a certificate of reinstatement.
23        (d)  Upon  the  filing of the application for issuance of
24    the  certificate  of  reinstatement,  the  authority  of  the
25    corporation to transact  business  in  this  State  shall  be
26    deemed  to  have continued without interruption from the date
27    of the issuance of the certificate  of  revocation,  and  the
28    corporation  shall  stand  revived  as  if its certificate of
29    authority had not been revoked; and all acts and  proceedings
30    of  its  officers,  directors  and  shareholders,  acting  or
31    purporting  to  act  as such, which would have been legal and
32    valid but for  such  revocation,  shall  stand  ratified  and
33    confirmed.
34    (Source: P.A. 85-1269.)
 
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 1        (805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
 2        Sec.  13.70.  Transacting business without certificate of
 3    authority.
 4        (a)  No foreign corporation transacting business in  this
 5    State  without  a  certificate  of  authority  to  do  so  is
 6    permitted  to  maintain  a  civil action in any court of this
 7    State, until the corporation obtains that  a  certificate  of
 8    authority.  Nor  shall  a  civil  action be maintained in any
 9    court of this State by  any  successor  or  assignee  of  the
10    corporation  on any right, claim or demand arising out of the
11    transaction of business by the  corporation  in  this  State,
12    until a certificate of authority to transact business in this
13    State is obtained by the corporation or by a corporation that
14    has acquired all or substantially all of its assets.
15        (b)  The  failure  of  a  foreign corporation to obtain a
16    certificate of authority to transact business in  this  State
17    does  not  impair  the validity of any contract or act of the
18    corporation,  and  does  not  prevent  the  corporation  from
19    defending any action in any court of this State.
20        (c)  A foreign corporation  that  transacts  business  in
21    this  State  without  a certificate of authority is liable to
22    this State, for the years or parts thereof  during  which  it
23    transacted  business  in  this State without a certificate of
24    authority, in an amount equal to all fees,  franchise  taxes,
25    penalties  and  other charges that would have been imposed by
26    this Act upon the corporation had it  duly  applied  for  and
27    received  a  certificate of authority to transact business in
28    this State as required by this Act, but  failed  to  pay  the
29    franchise  taxes  that  would have been computed thereon, and
30    thereafter filed all reports required by this Act; and, if  a
31    corporation  fails  to  file  an  application  for  obtain  a
32    certificate  of  authority  within 60 days after it commences
33    business in this State, in addition thereto it is liable  for
34    a  penalty  of  either 10% of the filing fee, license fee and
 
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 1    franchise taxes or $200 plus $5.00 for each month or fraction
 2    thereof in which it has continued  to  transact  business  in
 3    this  State  without  a  certificate  of  authority therefor,
 4    whichever penalty is  greater.  The  Attorney  General  shall
 5    bring proceedings to recover all amounts due this State under
 6    this Section.
 7    (Source: P.A. 87-516.)

 8        (805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
 9        Sec.   14.05.   Annual  report  of  domestic  or  foreign
10    corporation.  Each domestic corporation organized  under  any
11    general  law  or  special  act  of this State authorizing the
12    corporation   to   issue   shares,   other   than   homestead
13    associations,  building  and  loan  associations,  banks  and
14    insurance companies (which includes a  syndicate  or  limited
15    syndicate  regulated  under  Article  V  1/2  of the Illinois
16    Insurance Code or member of a group of underwriters regulated
17    under Article V of that Code), and each  foreign  corporation
18    (except  members  of  a group of underwriters regulated under
19    Article V of  the  Illinois  Insurance  Code)  authorized  to
20    transact  business in this State, shall file, within the time
21    prescribed by this Act, an annual report setting forth:
22             (a)  The name of the corporation.
23             (b)  The address, including street  and  number,  or
24        rural  route  number,  of  its  registered office in this
25        State, and the name  of  its  registered  agent  at  that
26        address  and  a  statement  of  change  of its registered
27        office or registered agent, or both, if any.
28             (c)  The address, including street  and  number,  or
29        rural route number, of its principal office.
30             (d)  The  names  and respective business residential
31        addresses, including street and number,  or  rural  route
32        number, of its directors and officers.
33             (e)  A  statement  of the aggregate number of shares
 
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 1        which the corporation has authority to issue, itemized by
 2        classes and series, if any, within a class.
 3             (f)  A statement of the aggregate number  of  issued
 4        shares, itemized by classes, and series, if any, within a
 5        class.
 6             (g)  A  statement,  expressed  in  dollars,  of  the
 7        amount  of  paid-in capital of the corporation as defined
 8        in this Act.
 9             (h)  Either a statement that (1) all the property of
10        the corporation is located in this State and all  of  its
11        business  is  transacted at or from places of business in
12        this State, or the corporation elects to pay  the  annual
13        franchise tax on the basis of its entire paid-in capital,
14        or (2) a statement, expressed in dollars, of the value of
15        all  the  property  owned  by  the  corporation, wherever
16        located, and the value of  the  property  located  within
17        this State, and a statement, expressed in dollars, of the
18        gross  amount  of  business transacted by the corporation
19        and  the  gross  amount   thereof   transacted   by   the
20        corporation  at  or from places of business in this State
21        as of the close of its  fiscal  year  on  or  immediately
22        preceding  the  last  day of the third month prior to the
23        anniversary month or in the case of a  corporation  which
24        has established an extended filing month, as of the close
25        of  its  fiscal year on or immediately preceding the last
26        day of the third  month  prior  to  the  extended  filing
27        month;  however,  in  the  case of a domestic corporation
28        that  has  not  completed  its  first  fiscal  year,  the
29        statement with respect to property owned shall be  as  of
30        the last day of the third month preceding the anniversary
31        month   and   the  statement  with  respect  to  business
32        transacted shall be furnished for the period between  the
33        date of incorporation and the last day of the third month
34        preceding  the  anniversary  month.   In  the  case  of a
 
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 1        foreign corporation  that  has  not  been  authorized  to
 2        transact business in this State for a period of 12 months
 3        and  has  not  commenced  transacting  business  prior to
 4        obtaining a certificate of authority, the statement  with
 5        respect  to property owned shall be as of the last day of
 6        the third month preceding the anniversary month  and  the
 7        statement  with  respect  to business transacted shall be
 8        furnished  for  the  period  between  the  date  of   its
 9        authorization  to transact business in this State and the
10        last day of the third  month  preceding  the  anniversary
11        month.  If  the  data  referenced  in  item  (2)  of this
12        subsection is not completed, the franchise  tax  provided
13        for  in  this  Act  shall be computed on the basis of the
14        entire paid-in capital.
15             (i)  A statement, including the basis  therefor,  of
16        status  as  a  "minority  owned business" or as a "female
17        owned  business"  as  those  terms  are  defined  in  the
18        Minority and Female Business Enterprise  for  Minorities,
19        Females, and Persons with Disabilities Act.
20             (j)  Additional  information  as may be necessary or
21        appropriate in order to enable the Secretary of State  to
22        administer  this  Act  and to verify the proper amount of
23        fees and franchise taxes payable by the corporation.
24        The annual report shall be made on forms  prescribed  and
25    furnished  by  the  Secretary  of  State, and the information
26    therein  required  by  paragraphs  (a)  through   (d),   both
27    inclusive,  of this Section, shall be given as of the date of
28    the execution  of  the  annual  report  and  the  information
29    therein  required  by  paragraphs  (e),  (f)  and (g) of this
30    Section shall be given as of the last day of the third  month
31    preceding  the anniversary month, except that the information
32    required by paragraphs (e), (f) and (g) shall, in the case of
33    a corporation which has established an extended filing month,
34    be given in its  final  transition  annual  report  and  each
 
SB725 Enrolled             -61-               LRB9206483REdvA
 1    subsequent  annual  report as of the close of its fiscal year
 2    immediately preceding its extended filing month.  It shall be
 3    executed   by   the   corporation   by   its   president,   a
 4    vice-president, secretary, assistant secretary, treasurer  or
 5    other  officer  duly  authorized by the board of directors of
 6    the corporation to execute those reports, and verified by him
 7    or her, or, if the corporation is in the hands of a  receiver
 8    or trustee, it shall be executed on behalf of the corporation
 9    and verified by the receiver or trustee.
10    (Source: P.A. 91-593, eff. 8-14-99; revised 8-23-99.)

11        (805 ILCS 5/14.35) (from Ch. 32, par. 14.35)
12        Sec. 14.35.  Report following merger or consolidation.
13        (a)  Whenever   a   domestic  corporation  or  a  foreign
14    corporation authorized to transact business in this State  is
15    the surviving corporation in a statutory merger or whenever a
16    domestic   corporation   is   the   new   corporation   in  a
17    consolidation, it shall, within 60 days after  the  effective
18    date  of  the  event, if the effective date occurs after both
19    December 31, 1990  and  the  last  day  of  the  third  month
20    immediately  preceding its anniversary month in 1991, execute
21    and file in accordance with  Section  1.10  of  this  Act,  a
22    report setting forth:
23             (1)  The  name  of  the corporation and the state or
24        country under the laws of which it is organized.
25             (2)  A description of the merger or consolidation.
26             (3)  A statement itemized by classes and series,  if
27        any,  within  a  class  of the aggregate number of issued
28        shares  of  the  corporation  as  last  reported  to  the
29        Secretary of State in any document required to  be  filed
30        by  this Act, other than an annual report, interim annual
31        report, or final transition annual report.
32             (4)  A statement itemized by classes and series,  if
33        any,  within  a  class  of the aggregate number of issued
 
SB725 Enrolled             -62-               LRB9206483REdvA
 1        shares of the corporation  after  giving  effect  to  the
 2        change.
 3             (5)  A  statement,  expressed  in  dollars,  of  the
 4        amount  of  paid-in  capital  of  the corporation as last
 5        reported to  the  Secretary  of  State  in  any  document
 6        required  to  be  filed by this Act, other than an annual
 7        report, interim annual report, or final transition annual
 8        report.
 9             (6)  A  statement,  expressed  in  dollars,  of  the
10        amount of paid-in capital of the corporation after giving
11        effect to the  merger  or  consolidation,  which  amount,
12        except  as  provided in subsection (f) of Section 9.20 of
13        this Act, must be at  least  equal  to  the  sum  of  the
14        paid-in  capital  amounts  of  the merged or consolidated
15        corporations before the event.
16             (7)  Additional information concerning each  of  the
17        constituent  corporations that was a party to a merger or
18        consolidation as  may  be  necessary  or  appropriate  to
19        verify  the  proper  amount  of  fees and franchise taxes
20        payable by the corporation.
21        (b)  The report shall be made  on  forms  prescribed  and
22    furnished by the Secretary of State.
23    (Source: P.A. 91-464, eff. 1-1-00.)

24        (805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
25        Sec.   15.10.  Fees  for  filing  documents  and  issuing
26    certificates. The Secretary of State shall charge and collect
27    for:
28        (a)  Filing  articles  of  incorporation  and  issuing  a
29    certificate of incorporation, $75.
30        (b)  Filing  articles  of   amendment   and   issuing   a
31    certificate  of  amendment,  $25,  unless  the amendment is a
32    restatement of the articles of incorporation, in  which  case
33    the fee shall be $100.
 
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 1        (c)  Filing  articles  of  merger  or  consolidation  and
 2    issuing  a  certificate of merger or consolidation, $100, but
 3    if  the  merger  or  consolidation  involves  more   than   2
 4    corporations, $50 for each additional corporation.
 5        (d)  Filing  articles  of  share  exchange  and issuing a
 6    certificate of exchange, $100.
 7        (e)  Filing articles of dissolution, $5.
 8        (f)  Filing application to reserve a corporate name, $25.
 9        (g)  Filing a notice of transfer of a reserved  corporate
10    name, $25.
11        (h)  Filing  statement of change of address of registered
12    office or change of registered agent, or both, if other  than
13    on an annual report, $5.
14        (i)  Filing statement of the establishment of a series of
15    shares, $25.
16        (j)  Filing  an  application of a foreign corporation for
17    certificate of authority to transact business in  this  State
18    and issuing a certificate of authority, $75.
19        (k)  Filing  an  application of a foreign corporation for
20    amended certificate of authority to transact business in this
21    State and issuing an amended certificate of authority, $25.
22        (l)  Filing a  copy  of  amendment  to  the  articles  of
23    incorporation  of a foreign corporation holding a certificate
24    of authority to transact business in this State, $25,  unless
25    the   amendment   is   a   restatement  of  the  articles  of
26    incorporation, in which case the fee shall be $100.
27        (m)  Filing a copy of articles of  merger  of  a  foreign
28    corporation  holding  a  certificate of authority to transact
29    business in this State, $100, but if the merger involves more
30    than 2 corporations, $50 for each additional corporation.
31        (n)  Filing  an  application  for  withdrawal  and  final
32    report or a copy of articles  of  dissolution  of  a  foreign
33    corporation and issuing a certificate of withdrawal, $25.
34        (o)  Filing  an  annual report, interim annual report, or
 
SB725 Enrolled             -64-               LRB9206483REdvA
 1    final transition annual  report  of  a  domestic  or  foreign
 2    corporation, $25.
 3        (p)  Filing   an   application  for  reinstatement  of  a
 4    domestic or a foreign corporation and issuing  a  certificate
 5    of reinstatement, $100.
 6        (q)  Filing   an   application  for  use  of  an  assumed
 7    corporate name, $150 $20 plus $2.50 for each  year  month  or
 8    part  thereof  ending  in  0 or 5, $120 for each year or part
 9    thereof ending in 1 or 6, $90 for each year or  part  thereof
10    ending in 2 or 7, $60 for each year or part thereof ending in
11    3  or  8, $30 for each year or part thereof ending in 4 or 9,
12    between the date of filing the application and  the  date  of
13    the  renewal of the assumed corporate name; and a renewal fee
14    for each assumed corporate name, $150.
15        (r)  To change an assumed corporate name for  the  period
16    remaining  until  the  renewal  date  of the original assumed
17    name, $25.
18        (s)  Filing an application for cancellation of an assumed
19    corporate name, $5.
20        (t)  Filing an application to register the corporate name
21    of a foreign corporation, $50; and an annual renewal fee  for
22    the registered name, $50.
23        (u)  Filing   an   application   for  cancellation  of  a
24    registered name of a foreign corporation, $25.
25        (v)  Filing a statement of correction, $25.
26        (w)  Filing a petition for refund or adjustment, $5.
27        (x)  Filing a statement of election of an extended filing
28    month, $25.
29        (y)  Filing any other statement or report, $5.
30    (Source: P.A. 88-691, eff. 1-24-95; 89-503, eff. 1-1-97.)

31        (805 ILCS 5/15.50) (from Ch. 32, par. 15.50)
32        Sec.   15.50.    License   fees   payable   by    foreign
33    corporations.  For  the privilege of exercising its authority
 
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 1    to transact  business  in  this  State  as  set  out  in  its
 2    application  therefor or any amendment thereto, the Secretary
 3    of  State  shall  charge  and  collect  from   each   foreign
 4    corporation the following license fees, computed on the basis
 5    and at the rates prescribed in this Act:
 6        (a)  An  initial  license  fee  at the time of filing its
 7    application  for  a  certificate  of  authority  to  transact
 8    business in this State whenever the application indicates the
 9    corporation commenced transacting business prior  to  January
10    1, 1991.
11        (b)  Except  as  otherwise  provided  in paragraph (e) of
12    this Section, an additional license fee at the time of filing
13    (1) a report of the issuance of additional shares, or  (2)  a
14    report of an increase in paid-in capital without the issuance
15    of  shares,  or (3) a report of cumulative changes in paid-in
16    capital or of an  exchange  or  reclassification  of  shares,
17    whenever  the  report  discloses  an  increase  in the amount
18    represented in this State of its  paid-in  capital  over  the
19    greatest  amount thereof theretofore reported in any document
20    required by this Act  to  be  filed  in  the  office  of  the
21    Secretary of State.
22        (c)  Except  as  otherwise  provided  in paragraph (e) of
23    this Section, whenever the corporation shall be a party to  a
24    statutory  merger  and shall be the surviving corporation, an
25    additional license fee at the time of filing  its  report  of
26    paid-in capital following the merger, if the report discloses
27    that  the  amount  represented  in  this State of its paid-in
28    capital immediately after the  merger  is  greater  than  the
29    aggregate  of  the  amounts  represented in this State of the
30    paid-in capital of all of the merged corporations.
31        (d)  Except as otherwise provided  in  paragraph  (e)  of
32    this  Section,  an  additional  license  fee payable with the
33    annual franchise tax each year in which  the  corporation  is
34    required  by  this  Act to file an annual report whenever the
 
SB725 Enrolled             -66-               LRB9206483REdvA
 1    report discloses an increase in  the  amount  represented  in
 2    this  State of its paid-in capital over the amount previously
 3    determined to be represented in this State in accordance with
 4    the provisions of this Act.
 5        (e)  The additional license fee referred to in paragraphs
 6    (b), (c) and (d) of this Section shall not  be  payable  with
 7    respect  to  issuances  of  shares  or  increases  in paid-in
 8    capital that occur subsequent to both December 31,  1990  and
 9    the  last  day  of  the third month immediately preceding the
10    anniversary month of a foreign corporation in 1991 or  to  an
11    increase  in  the  amount  represented  in  this State of its
12    paid-in capital over the amount previously determined  to  be
13    represented  in  this State in accordance with the provisions
14    of this Act.
15    (Source: P.A. 86-985; 86-1217; 87-516.)

16        (805 ILCS 5/15.55) (from Ch. 32, par. 15.55)
17        Sec. 15.55.  Basis of computation of license fee  payable
18    by foreign corporations.
19        (a)  The  basis  for the initial license fee payable by a
20    foreign corporation shall be the amount represented  in  this
21    State,  determined  in accordance with the provisions of this
22    Section, of its paid-in capital whenever the application  for
23    a   certificate   of   authority  indicates  the  corporation
24    commenced transacting business in this State prior to January
25    1, 1991.
26        (b)  The basis for an additional license fee payable by a
27    foreign corporation,  except  in  the  case  of  a  statutory
28    merger,  shall  be  the  increased amount represented in this
29    State, determined in accordance with the provisions  of  this
30    Section,  of  its  paid-in capital as disclosed by the annual
31    report, by any report of issuance of additional shares, or of
32    an increase  in  paid-in  capital  without  the  issuance  of
33    shares,  or  of an exchange or reclassification of shares, or
 
SB725 Enrolled             -67-               LRB9206483REdvA
 1    of cumulative changes in paid-in capital, but the basis shall
 2    not include any increases in its paid-in capital  represented
 3    in  this  State  that occur after  both December 31, 1990 and
 4    the last day of the third  month  immediately  preceding  its
 5    anniversary month in 1991.
 6        (c)  Whenever a foreign corporation shall be a party to a
 7    statutory  merger  that  becomes  effective  either  prior to
 8    January 1, 1991 or on or prior to the last day of  the  third
 9    month   immediately  preceding  the  surviving  corporation's
10    anniversary  month  in  1991  and  shall  be  the   surviving
11    corporation, the basis for an additional license fee shall be
12    the increased amount represented in this State, determined in
13    accordance  with  the  provisions  of  this  Section,  of the
14    paid-in capital  of  the  surviving  corporation  immediately
15    after   the   merger   over  the  aggregate  of  the  amounts
16    represented in this State  of  the  paid-in  capital  of  the
17    merged corporations.
18        (d)  For   the   purpose   of   determining   the  amount
19    represented in this State of the paid-in capital of a foreign
20    corporation that shall be a party to a statutory merger  that
21    becomes  effective  either  prior to January 1, 1991 or on or
22    prior  to  the  last  day  of  the  third  month  immediately
23    preceding the surviving corporation's  anniversary  month  in
24    1991,  the  amount  represented  in  this State shall be that
25    proportion of its paid-in capital that the  sum  of  (1)  the
26    value of its property located in this State and (2) the gross
27    amount  of  business  transacted  by  it at or from places of
28    business in this State bears to the sum of (1) the  value  of
29    all  of  its  property,  wherever  located, and (2) the gross
30    amount of its business, wherever transacted.
31        (e)  The proportion represented  in  this  State  of  the
32    paid-in  capital of a foreign corporation shall be determined
33    from information contained in the latest annual report of the
34    corporation on file on the date the  particular  increase  in
 
SB725 Enrolled             -68-               LRB9206483REdvA
 1    paid-in  capital is shown to have been made, or, if no annual
 2    report was  on  file  on  the  date  of  the  increase,  from
 3    information  contained  in the application of the corporation
 4    for a certificate of authority to transact business  in  this
 5    State,  or, in case of a merger that becomes effective either
 6    prior to January 1, 1991 or on or prior to the  last  day  of
 7    the   third   month   immediately   preceding  the  surviving
 8    corporation's anniversary month  in  1991,  from  information
 9    contained  in  the report of the surviving corporation of the
10    amount of its paid-in capital following the merger.
11        (f)  No basis under  this  Section  may  consist  of  any
12    redeemable  preference  shares  sold  to  the  United  States
13    Secretary  of  Transportation  under  Sections 505 and 506 of
14    Public Law 94-210.
15    (Source: P.A. 86-985; 86-1217.)

16        (805 ILCS 5/15.65) (from Ch. 32, par. 15.65)
17        Sec.  15.65.   Franchise   taxes   payable   by   foreign
18    corporations.  For  the privilege of exercising its authority
19    to transact such business in this State as  set  out  in  its
20    application  therefor  or any amendment thereto, each foreign
21    corporation shall pay to the Secretary of State the following
22    franchise taxes, computed on the basis, at the rates and  for
23    the periods prescribed in this Act:
24        (a)  An  initial  franchise tax at the time of filing its
25    application  for  a  certificate  of  authority  to  transact
26    business in this State.
27        (b)  An additional franchise tax at the  time  of  filing
28    (1)  a  report of the issuance of additional shares, or (2) a
29    report of an increase in paid-in capital without the issuance
30    of shares, or (3) a report of cumulative changes  in  paid-in
31    capital  or  a  report  of an exchange or reclassification of
32    shares, whenever any such report discloses an increase in its
33    paid-in capital over the amount thereof last reported in  any
 
SB725 Enrolled             -69-               LRB9206483REdvA
 1    document,  other than an annual report, interim annual report
 2    or final transition annual report, required by this Act to be
 3    filed in the office of the Secretary of State.
 4        (c)  Whenever the corporation  shall  be  a  party  to  a
 5    statutory  merger  and shall be the surviving corporation, an
 6    additional franchise tax at the time of filing its report  of
 7    paid-in  capital  or of cumulative changes in paid-in capital
 8    following the merger,  if  such  report  discloses  that  the
 9    amount  represented  in  this  State  of  its paid-in capital
10    immediately after the merger is greater than the aggregate of
11    the amounts represented in this State of the paid-in  capital
12    of  such  of  the  merged  corporations as were authorized to
13    transact business in this State at the time of the merger, as
14    last reported by them in any  documents,  other  than  annual
15    reports,  required  by  this Act to be filed in the office of
16    the  Secretary of  State;  and  in  addition,  the  surviving
17    corporation   shall   be  liable  for  a  further  additional
18    franchise tax on the paid-in capital of each  of  the  merged
19    corporations  as last reported by them in any document, other
20    than an annual report, required by this Act to be filed  with
21    the  Secretary  of  State, from their taxable year end to the
22    next succeeding anniversary  month  or,  in  the  case  of  a
23    corporation  which  has established an extended filing month,
24    the extended  filing  month  of  the  surviving  corporation;
25    however  if  the  taxable year ends within the 2 month period
26    immediately preceding the anniversary month or  the  extended
27    filing  month  of  the surviving corporation, the tax will be
28    computed to the anniversary or, extended filing month of  the
29    surviving corporation in the next succeeding calendar year.
30        (d)  An  annual  franchise tax payable each year with any
31    annual report which the corporation is required by  this  Act
32    to file.
33    (Source: P.A. 86-985.)
 
SB725 Enrolled             -70-               LRB9206483REdvA
 1        (805 ILCS 5/15.70) (from Ch. 32, par. 15.70)
 2        Sec.  15.70.   Basis  for  computation of franchise taxes
 3    payable by foreign corporations.
 4        (a)  The basis for the initial 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  as  disclosed   by   its
 8    application  for  a  certificate  of  authority  to  transact
 9    business in this State.
10        (b)  The basis for an additional franchise tax payable by
11    a  corporation,  except  in  the  case of a statutory merger,
12    shall be the increased  amount  represented  in  this  State,
13    determined in accordance with the provisions of this Section,
14    of its paid-in capital as disclosed by any report of issuance
15    of  additional  shares,  or of an increase in paid-in capital
16    without  the  issuance  of  shares,  or  of  an  exchange  or
17    reclassification of  shares,  or  of  cumulative  changes  in
18    paid-in capital.
19        (c)  Whenever a foreign corporation shall be a party to a
20    statutory  merger and shall be the surviving corporation, the
21    basis for an additional franchise tax shall be the  increased
22    amount  represented  in  this State, determined in accordance
23    with the provisions of this Section, of the  paid-in  capital
24    of  the  surviving  corporation  immediately after the merger
25    over the aggregate of the amounts represented in  this  State
26    of  the paid-in capital of the merged corporations; provided,
27    however, the basis for a  further  additional  franchise  tax
28    payable  by  the surviving corporation shall be determined in
29    accordance with  the  provisions  of  this  Section,  on  the
30    paid-in  capital  of each of the merged corporations from its
31    taxable year end to the next succeeding 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;  however  if  the taxable year ends within the 2
 
SB725 Enrolled             -71-               LRB9206483REdvA
 1    month period immediately preceding the anniversary month  or,
 2    in the case of a corporation that has established an extended
 3    filing  month,  the  extended  filing  month of the surviving
 4    corporation, the tax shall be  computed  to  the  anniversary
 5    month  or,  in the case of a corporation that has established
 6    an extended filing month, the extended filing  month  of  the
 7    surviving corporation in the next succeeding calendar year.
 8        (d)  The  basis for the annual franchise tax payable by a
 9    foreign corporation shall be the amount represented  in  this
10    State,  determined  in accordance with the provisions of this
11    Section, of its paid-in capital on the last day of the  third
12    month  preceding  the  anniversary month or, in the case of a
13    corporation that has established an extended filing month, on
14    the last day of the corporation's fiscal year  preceding  the
15    extended filing month.
16        (e)  The  amount represented in this State of the paid-in
17    capital of a foreign corporation shall be that proportion  of
18    its  paid-in  capital  that  the  sum of (1) the value of its
19    property located in this State and (2) the  gross  amount  of
20    business  transacted  by  it at or from places of business in
21    this State bears to the sum of (1) the value of  all  of  its
22    property,  wherever  located, and (2) the gross amount of its
23    business, wherever transacted, except as follows:
24             (1)  If the corporation elects in its annual  report
25        in  any  year  to  pay  its franchise tax upon its entire
26        paid-in capital, all franchise taxes accruing against the
27        corporation for  that  taxable  year  shall  be  computed
28        accordingly  until the corporation elects otherwise in an
29        annual report for a subsequent year.
30             (2)  If the corporation fails  to  file  its  annual
31        report  in  any  year  within the time prescribed by this
32        Act, the proportion of its paid-in capital represented in
33        this State shall be  deemed  to  be  its  entire  paid-in
34        capital, unless its annual report is thereafter filed and
 
SB725 Enrolled             -72-               LRB9206483REdvA
 1        its  franchise  taxes  are  thereafter  adjusted  by  the
 2        Secretary  of  State in accordance with the provisions of
 3        this Act, in which case the proportion shall likewise  be
 4        adjusted to the same proportion that would have prevailed
 5        if the corporation had filed its annual report within the
 6        time prescribed by this Act.
 7             (3)  In  the case of a statutory merger that becomes
 8        effective either prior to January 1, 1991 or on or  prior
 9        to  the  last  day  of  the  third  month  preceding  the
10        corporation's  anniversary  month  in 1991, the amount of
11        the paid-in capital represented  in  this  State  of  the
12        surviving corporation immediately after the merger, until
13        the filing of the next annual report of such corporation,
14        shall  be  deemed  to  be  that proportion of the paid-in
15        capital of the surviving corporation that  the  aggregate
16        amounts  represented  in  this  State  of  the sum of the
17        paid-in capital of the  merged  corporations,  separately
18        determined,  bore  to the total of the sum of the paid-in
19        capital of all of  the  merged  corporations  immediately
20        prior to the merger.
21        (f)  For  increases  in paid-in capital that occur either
22    prior to January 1, 1991 or on or prior to the  last  day  of
23    the third month preceding the corporation's anniversary month
24    in  1991,  the  proportion   represented in this State of the
25    paid-in capital of a foreign corporation shall be  determined
26    from information contained in the latest annual report of the
27    corporation  on  file  on the date the particular increase in
28    paid-in capital is shown to have been made, or, if no  annual
29    report  was  on  file  on  the  date  of  the  increase, from
30    information contained in its application for a certificate of
31    authority to transact business in this State, or, in case  of
32    a  merger  that  becomes effective either prior to January 1,
33    1991 or on or prior to  the  last  day  of  the  third  month
34    preceding  the  surviving  corporation's anniversary month in
 
SB725 Enrolled             -73-               LRB9206483REdvA
 1    1991,  from  information  contained  in  the  report  of  the
 2    surviving corporation of the amount of  its  paid-in  capital
 3    following  the  merger.   For changes in paid-in capital that
 4    occur after both December 31, 1990 and the last day  of  such
 5    third  month, the proportion represented in this State of the
 6    paid-in capital of a corporation  shall  be  determined  from
 7    information  contained  in  the  latest  annual report of the
 8    corporation for the taxable period in  which  the  particular
 9    increase in paid-in capital is shown to have been made or, if
10    no  annual  report  was  on file on the date of the increase,
11    from information contained in its application for certificate
12    of authority to transact business in Illinois.
13        (g)  No basis under  this  Section  may  consist  of  any
14    redeemable  preference  shares  sold  to  the  United  States
15    Secretary  of  Transportation  under  Sections 505 and 506 of
16    Public Law 94-210.
17    (Source: P.A. 91-464, eff. 1-1-00.)

18        (805 ILCS 5/15.75) (from Ch. 32, par. 15.75)
19        Sec. 15.75.  Rate of franchise taxes payable  by  foreign
20    corporations.
21        (a)  The  annual  franchise  tax  payable by each foreign
22    corporation shall be computed at the rate of 1/12 of 1/10  of
23    1% for each calendar month or fraction thereof for the period
24    commencing  on the first day of July 1983 to the first day of
25    the anniversary month in 1984, but  in  no  event  shall  the
26    amount of the annual franchise tax be less than $2.083333 per
27    month  based  on  a  minimum  of  $25  per annum or more than
28    $83,333.333333 per month, thereafter,  the  annual  franchise
29    tax  payable by each foreign corporation shall be computed at
30    the rate of 1/10 of 1% for the 12-months'  period  commencing
31    on  the first day of the anniversary month or, in the case of
32    a corporation that has established an extended filing  month,
33    the extended filing month of the corporation, but in no event
 
SB725 Enrolled             -74-               LRB9206483REdvA
 1    shall the amount of the annual franchise tax be less than $25
 2    nor more than $1,000,000 per annum.
 3        (b)  The  annual  franchise  tax  payable by each foreign
 4    corporation at the time of filing a statement of election and
 5    interim annual report shall be computed at the rate  of  1/10
 6    of  1% for the 12 month period commencing on the first day of
 7    the anniversary month of the corporation next  following  the
 8    filing,  but  in  no  event  shall  the  amount of the annual
 9    franchise tax be less than $25 nor more than  $1,000,000  per
10    annum.
11        (c)  The  annual  franchise  tax  payable  at the time of
12    filing the final transition annual report shall be an  amount
13    equal  to  (i) 1/12 of 1/10 of 1% per month of the proportion
14    of paid-in capital represented in this State as shown in  the
15    final  transition annual report multiplied by (ii) the number
16    of  months  commencing  with  the  anniversary   month   next
17    following  the filing of the statement of election until, but
18    excluding, the second extended filing month, less the  annual
19    franchise  tax  theretofore  paid  at  the time of filing the
20    statement of election, but in no event shall  the  amount  of
21    the  annual  franchise  tax  be less than $2.083333 per month
22    based  on  a  minimum  of  $25  per  annum   or   more   than
23    $83,333.333333 per month.
24        (d)  The  initial  franchise tax payable after January 1,
25    1983,  but  prior  to  January  1,  1991,  by  each   foreign
26    corporation  shall  be computed at the rate of 1/10 of 1% for
27    the 12 months' period commencing on  the  first  day  of  the
28    anniversary month in which the application for certificate of
29    authority is filed by issued to the corporation under Section
30    13.15 of this Act, but in no event shall the franchise tax be
31    less  than $25 nor more than $1,000,000 per annum.  Except in
32    the case of a foreign corporation that has begun  transacting
33    business  in  Illinois  prior to January 1, 1991, the initial
34    franchise tax payable on or after January 1,  1991,  by  each
 
SB725 Enrolled             -75-               LRB9206483REdvA
 1    foreign  corporation, shall be computed at the rate of 15/100
 2    of 1% for the 12 month period commencing on the first day  of
 3    the   anniversary   month   in   which  the  application  for
 4    certificate  of  authority  is  filed  by   issued   to   the
 5    corporation  under Section 13.15 of this Act, but in no event
 6    shall the franchise tax  be  less  than  $25  nor  more  than
 7    $1,000,000 per annum plus 1/20 of 1% of the basis therefor.
 8        (e)  Whenever  the  application  for  the  certificate of
 9    authority   indicates   that   the   corporation    commenced
10    transacting business:
11             (1)  prior to January 1, 1991, the initial franchise
12        tax  shall  be computed at the rate of 1/12 of 1/10 of 1%
13        for each calendar month; or
14             (2)  after December 31, 1990, the initial  franchise
15        tax shall be computed at the rate of 1/12 of 15/100 of 1%
16        for each calendar month.
17        (f)  Each   additional  franchise  tax  payable  by  each
18    foreign corporation for the period beginning January 1,  1983
19    through  December  31,  1983 shall be computed at the rate of
20    1/12 of 1/10 of  1%  for  each  calendar  month  or  fraction
21    thereof  between  the date of each respective increase in its
22    paid-in capital and its anniversary month in 1984; thereafter
23    until the last day of the month that is both  after  December
24    31,  1990  and  the  third  month  immediately  preceding the
25    anniversary month in  1991,  each  additional  franchise  tax
26    payable  by each foreign corporation shall be computed at the
27    rate of 1/12 of 1/10  of  1%  for  each  calendar  month,  or
28    fraction   thereof,  between  the  date  of  each  respective
29    increase in its paid-in  capital  and  its  next  anniversary
30    month;  however,  if  the  increase occurs within the 2 month
31    period immediately preceding the anniversary month,  the  tax
32    shall  be  computed  to  the  anniversary  month  of the next
33    succeeding  calendar  year.  Commencing  with  increases   in
34    paid-in  capital  that  occur subsequent to both December 31,
 
SB725 Enrolled             -76-               LRB9206483REdvA
 1    1990  and  the  last  day  of  the  third  month  immediately
 2    preceding the  anniversary  month  in  1991,  the  additional
 3    franchise  tax  payable  by  a  foreign  corporation shall be
 4    computed at the rate of 15/100 of 1%.
 5    (Source: P.A. 91-464, eff. 1-1-00.)

 6        (805 ILCS 5/15.95) (from Ch. 32, par. 15.95)
 7        Sec. 15.95.   Department  of  Business  Services  Special
 8    Operations  Fund. Division of Corporations Special Operations
 9    Fund.
10        (a)  A special fund in the State treasury  known  as  the
11    Division  of  Corporations Special Operations Fund is renamed
12    the Department of Business Services Special Operations  Fund.
13    Moneys   deposited   into   the   Fund   shall,   subject  to
14    appropriation, be used by the Department of Business Services
15    of  the  Office  of  the  Secretary  of  State,   hereinafter
16    "Department",  to  create  and  maintain  the  capability  to
17    perform  expedited  services  in response to special requests
18    made by the public for same day or 24 hour  service.   Moneys
19    deposited  into  the  Fund shall be used for, but not limited
20    to, expenditures for personal  services,  retirement,  social
21    security,  contractual  services,  equipment, electronic data
22    processing, and telecommunications.
23        (b)  The balance in the Fund at the  end  of  any  fiscal
24    year  shall  not  exceed  $400,000  and  any amount in excess
25    thereof shall be transferred to the General Revenue Fund.
26        (c)  All fees payable to the  Secretary  of  State  under
27    this Section shall be deposited into the Fund.  No other fees
28    or taxes collected under this Act shall be deposited into the
29    Fund.
30        (d)  "Expedited  services" means services rendered within
31    the same day, or within 24 hours from the time,  the  request
32    therefor  is  submitted  by  the  filer,  law  firm,  service
33    company,  or  messenger  physically  in  person  or,  at  the
 
SB725 Enrolled             -77-               LRB9206483REdvA
 1    Secretary  of State's discretion, by electronic means, to the
 2    Department's Springfield Office  and  includes  requests  for
 3    certified  copies,  photocopies,  and  certificates  of  good
 4    standing  or fact made to the Department's Springfield Office
 5    in person or by telephone, or requests  for  certificates  of
 6    good  standing  or fact made in person or by telephone to the
 7    Department's Chicago Office.
 8        (e)  Fees for expedited services shall be as follows:
 9        Restatement of articles, $100;
10        Merger, consolidation or exchange, $100;
11        Articles of incorporation, $50;
12        Articles of amendment, $50;
13        Revocation of dissolution, $50;
14        Reinstatement, $50;
15        Application for Certificate of authority, $50;
16        Cumulative report of changes in issued shares or  paid-in
17    capital, $50;
18        Report following merger or consolidation, $50;
19        Certificate of good standing or fact, $10;
20        All  other  filings,  copies of documents, annual reports
21    for the  3  preceding  years,  and  copies  of  documents  of
22    dissolved  or  revoked corporations having a file number over
23    5199, $25.
24        (f)  Expedited services shall  not  be  available  for  a
25    statement of correction, a petition for refund or adjustment,
26    or  a  request involving more than 3 year's annual reports or
27    involving dissolved corporations with  a  file  number  below
28    5200.
29    (Source: P.A. 91-463, eff. 1-1-00.)

30        Section  10.  The  General Not For Profit Corporation Act
31    of 1986 is  amended  by  changing  Sections  101.10,  101.75,
32    101.80,  102.10,  102.15,  102.20,  102.35,  103.05,  104.05,
33    105.05,  105.10,  105.20,  105.25,  105.30,  108.75,  110.30,
 
SB725 Enrolled             -78-               LRB9206483REdvA
 1    110.35,  111.25,  111.40,  111.45,  112.20,  112.25,  112.35,
 2    112.45,  112.80,  113.05,  113.10,  113.15,  113.20,  113.25,
 3    113.30,  113.35,  113.40,  113.45,  113.50,  113.55,  113.60,
 4    113.65,   113.70,  114.05,  115.05,  115.10,  and  115.20  as
 5    follows:

 6        (805 ILCS 105/101.10) (from Ch. 32, par. 101.10)
 7        Sec.  101.10.   Forms,  execution,   acknowledgment   and
 8    filing.  (a)  All reports required by this Act to be filed in
 9    the  office  of the Secretary of State shall be made on forms
10    which shall be prescribed and furnished by the  Secretary  of
11    State.   Forms  for  all  other  documents to be filed in the
12    office of the Secretary of State shall be  furnished  by  the
13    Secretary  of State on request therefor, but the use thereof,
14    unless otherwise specifically prescribed in this  Act,  shall
15    not be mandatory.
16        (b)  Whenever  any  provision  of  this  Act specifically
17    requires any document to be executed by  the  corporation  in
18    accordance  with  this Section, unless otherwise specifically
19    stated in this Act and subject to any  additional  provisions
20    of  this  Act,  such  document  shall be executed, in ink, as
21    follows:
22        (1)  The articles of incorporation shall be signed by the
23    incorporator or incorporators.
24        (2)  All other documents shall be signed:
25        (i)  By the president, a vice-president,  the  secretary,
26    an  assistant secretary, the treasurer, or other officer duly
27    authorized by the board of directors of  the  corporation  to
28    execute   the   document;  or  (i)  By  the  president  or  a
29    vice-president and verified by him or her,  and  attested  by
30    the  secretary or an assistant secretary (or by such officers
31    as  may  be  duly  authorized   to   exercise   the   duties,
32    respectively,   ordinarily  exercised  by  the  president  or
33    vice-president and by the secretary or assistant secretary of
 
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 1    a corporation); or
 2        (ii)  If it shall appear from the document that there are
 3    no such officers, then by a majority of the directors  or  by
 4    such directors as may be designated by the board; or
 5        (iii)  If  it  shall  appear from the document that there
 6    are no such officers or directors, then by  the  members,  or
 7    such  of them as may be designated by the members at a lawful
 8    meeting; or
 9        (iv)  If the corporate assets are in the possession of  a
10    receiver,  trustee  or other court-appointed officer, then by
11    the fiduciary or the majority of them if there are more  than
12    one.
13        (c)  The  name  of  a person signing the document and the
14    capacity in which he or she signs shall be stated beneath  or
15    opposite his or her signature.
16        (d)  Whenever  any  provision  of  this  Act requires any
17    document to be verified, such  requirement  is  satisfied  by
18    either:
19        (1)  The  formal  acknowledgment  by the person or one of
20    the persons signing the instrument that it is his or her  act
21    and  deed or the act and deed of the corporation, as the case
22    may be, and that the facts stated  therein  are  true.   Such
23    acknowledgment   shall   be  made  before  a  person  who  is
24    authorized by the law of  the  place  of  execution  to  take
25    acknowledgments  of deeds and who, if he or she has a seal of
26    office, shall affix it to the instrument; or
27        (2)  The  signature,  without  more,  of  the  person  or
28    persons signing the instrument, in which case such  signature
29    or   signatures   shall   constitute   the   affirmation   or
30    acknowledgment  of the signatory, under penalties of perjury,
31    that the instrument is his or her act and deed or the act and
32    deed of the corporation, as the case may  be,  and  that  the
33    facts stated therein are true.
34        (e)  Whenever  any  provision  of  this  Act requires any
 
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 1    document to be filed  with  the  Secretary  of  State  or  in
 2    accordance with this Section, such requirement means that:
 3        (1)  The original signed document, and if in duplicate as
 4    provided  by this Act, one true copy, which may be signed, or
 5    carbon or photocopy shall be delivered to the office  of  the
 6    Secretary of State.
 7        (2)  All  fees  and  charges  authorized  by  law  to  be
 8    collected  by  the  Secretary of State in connection with the
 9    filing of the document shall be tendered to the Secretary  of
10    State.
11        (3)  If  the  Secretary  of State finds that the document
12    conforms to law, he or she shall, when all fees  and  charges
13    have been paid as in this Act prescribed:
14        (i)  Endorse  on  the  original  and on the true copy, if
15    any, the word "filed" and the month, day and year thereof;
16        (ii)  File the original in his or her office;
17        (iii)  (Blank) Where so provided by  this  Act,  issue  a
18    certificate  or certificates, as the case may be, to which he
19    or she shall affix the true copy; and
20        (iv)  If the filing is in  duplicate,  he  or  she  shall
21    return the copy, with a certificate, if any, affixed thereto,
22    to  the  corporation  or its representative who shall file it
23    for record in the office of the Recorder  of  the  county  in
24    which the registered office of the corporation is situated in
25    this  State  within  15 days after the mailing thereof by the
26    Secretary  of  State,  unless  such  document   cannot   with
27    reasonable diligence be filed within such time, in which case
28    it  shall  be  filed  as soon thereafter as may be reasonably
29    possible.  Upon filing any document  in  the  office  of  the
30    Recorder,  as  provided in this subparagraph, the corporation
31    or its representative shall pay to the office of the Recorder
32    the appropriate filing or recording fee imposed by law.
33        (f)  If  another  Section  of   this   Act   specifically
34    prescribes  a  manner  of  filing  or  executing  a specified
 
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 1    document which differs from the corresponding  provisions  of
 2    this Section, then the provisions of such other Section shall
 3    govern.
 4    (Source: P.A. 84-1423.)

 5        (805 ILCS 105/101.75) (from Ch. 32, par. 101.75)
 6        Sec. 101.75.  Election to Accept Act.
 7        (a)  Any  not-for-profit  corporation  without  shares or
 8    capital stock heretofore organized under any General  Law  or
 9    created  by  Special Act of the Legislature of this State, or
10    any corporation having  shares  or  capital  stock  organized
11    under  any  General  Law  or  created  by  Special Act of the
12    Legislature of this  State  prior  to  the  adoption  of  the
13    Constitution  of  1870, for a purpose or purposes for which a
14    corporation  may  be  organized  under  this  Act,   or   any
15    corporation  formed  for  religious  purposes  under  An  Act
16    Concerning  Corporations, effective July 1, 1872, as amended,
17    may elect to accept this Act in the following manner:
18        (1)  Unless  the  articles  of   incorporation   or   the
19    equivalent  or  the bylaws provide otherwise, where there are
20    members or  shareholders  entitled  to  vote,  the  board  of
21    directors  shall  adopt  a  resolution  recommending that the
22    corporation accept this Act and directing that  the  question
23    of such acceptance be submitted to a vote at a meeting of the
24    members or shareholders entitled to vote, which may be either
25    an  annual or a special meeting.  The members or shareholders
26    entitled to vote may elect that such corporation accept  this
27    Act  by  the  affirmative  vote of at least two-thirds of the
28    votes present and voted either in person or by proxy.
29        (2)  Unless  the  articles  of   incorporation   or   the
30    equivalent  or  the bylaws provide otherwise, where there are
31    no members or shareholders having voting rights, election  to
32    accept  this  Act  may  be  made at a meeting of the board of
33    directors pursuant  to  a  majority  vote  of  the  directors
 
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 1    present and voting at a meeting at which a quorum is present.
 2        (b)  Upon  complying with Subsection (a), the corporation
 3    shall  execute  and  file  in  duplicate  a   statement,   in
 4    accordance  with  Section  101.10 of this Act, and shall also
 5    file a copy of its articles of incorporation, if any, and all
 6    amendments thereto.  Such statement shall set forth:
 7        (1)  A corporate name for the corporation that  satisfies
 8    the requirements of this Act;
 9        (2)  The  specific  purpose  or  purposes  for  which the
10    corporation is organized, from among the purposes  authorized
11    in Section 103.05 of this Act;
12        (3)  The  address  of the corporation's registered office
13    and the name of its registered agent at that office;
14        (4)  The names and respective  residential  addresses  of
15    its officers and directors;
16        (5)  A  statement  that the attached copy, if any, of the
17    articles of incorporation of  the  corporation  is  true  and
18    correct;
19        (6)  A  statement  by the corporation that it has elected
20    to accept this Act and that all reports have been  filed  and
21    all  fees,  taxes and penalties due to the State of Illinois,
22    accruing  under  any  Act  to  which  the   corporation   has
23    theretofore been subject, have been paid;
24        (7)  Where  there  are  members  or  shareholders  having
25    voting  rights,  a  statement  setting  forth the date of the
26    meeting of the members or shareholders at which the  election
27    to  accept  this  Act  was made; that a quorum was present at
28    such meeting, and that such acceptance was authorized  either
29    by  the  affirmative vote of at least two-thirds of the votes
30    present and voted  either  in  person  or  by  proxy,  or  in
31    compliance  with  any  different provision of the articles of
32    incorporation or their equivalent or of the bylaws.
33        (8)  Where there are no members  or  shareholders  having
34    voting  rights,  a  statement  of  such fact, the date of the
 
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 1    meeting of the board of directors at which  the  election  to
 2    accept  this  Act was made, that a quorum was present at such
 3    meeting, and that such acceptance was authorized by  majority
 4    vote of the directors present and voting at such meeting;
 5        (9)  A  statement  that,  in  addition,  the  corporation
 6    followed  the  requirements  of its articles of incorporation
 7    and bylaws so far as applicable in effecting such acceptance;
 8        (10)  Where the corporation has issued shares of stock, a
 9    statement of  such  fact,  including  the  number  of  shares
10    theretofore  authorized,  the  number issued and outstanding;
11    and a statement that all issued  and  outstanding  shares  of
12    stock  have  been delivered to the corporation to be canceled
13    upon the acceptance of this Act by the  corporation  becoming
14    effective  and that from and after the effective date of said
15    acceptance, the authority to issue shares  shall  be  thereby
16    terminated.
17        (c)  When  the  provisions  of  Subsection  (b) have been
18    complied  with,  the  Secretary  of  State  shall  file   the
19    statement issue a certificate of acceptance.
20        (d)  Upon  the  filing  of  a  statement  issuance  of  a
21    certificate of acceptance, the election of the corporation to
22    accept  this Act shall become effective, and such corporation
23    shall have the same powers and privileges, and be subject  to
24    the  same  duties, restrictions, penalties and liabilities as
25    though  such  corporation  had  been   originally   organized
26    hereunder,   and  shall  also  be  subject  to  any  duty  or
27    obligation expressly imposed upon  such  corporation  by  its
28    special charter; provided, however,
29        (1)  That  no  amendment to the articles of incorporation
30    adopted after such election to accept this Act shall  release
31    or  terminate  any  duty or obligation expressly imposed upon
32    any such corporation under and  by  virtue  of  such  special
33    charter,  or  enlarge  any right, power, or privilege granted
34    any such corporation under a special charter  except  to  the
 
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 1    extent  that  such  right, power or privilege might have been
 2    included in the articles of incorporation  of  a  corporation
 3    organized under this Act; and
 4        (2)  That  in  the  case  of  any corporation with issued
 5    shares of stock,  the  holders  of  such  issued  shares  who
 6    surrender  them  to  the  corporation to be canceled upon the
 7    acceptance of this Act by the corporation becoming effective,
 8    shall have such rights as the election  to  accept  this  Act
 9    provides.
10    (Source: P.A. 84-1423.)

11        (805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
12        Sec.  101.80.   Definitions.  As used in this Act, unless
13    the context otherwise requires, the words and phrases defined
14    in this Section shall have the meanings set forth herein.
15        (a)  "Anniversary" means that day each year  exactly  one
16    or more years after:
17        (1)  The  date  on the certificate of filing the articles
18    of incorporation prescribed by issued under Section 102.10 of
19    this Act, in the case of a domestic corporation;
20        (2)  The  date  on  the   certificate   of   filing   the
21    application  for authority prescribed by issued under Section
22    113.15 of this Act in the case of a foreign corporation;
23        (3)  The date on the certificate of filing the  statement
24    of  acceptance  prescribed  by issued under Section 101.75 of
25    this Act, in the case of a  corporation  electing  to  accept
26    this Act; or
27        (4)  The  date  on the certificate of filing the articles
28    of consolidation prescribed by issued under Section 111.25 of
29    this Act in the case of a consolidation.
30        (b)  "Anniversary month" means the  month  in  which  the
31    anniversary of the corporation occurs.
32        (c)  "Articles   of  incorporation"  means  the  original
33    articles  of  incorporation   including   the   articles   of
 
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 1    incorporation  of a new corporation set forth in the articles
 2    of consolidation or set forth in a statement of  election  to
 3    accept   this   Act,  and  all  amendments  thereto,  whether
 4    evidenced by articles of amendment,  articles  of  merger  or
 5    statement   of   correction   affecting  articles.   Restated
 6    articles  of  incorporation  shall  supersede  the   original
 7    articles of incorporation and all amendments thereto prior to
 8    the  effective  date  of  filing  the  articles  of amendment
 9    incorporating the restated articles of incorporation.  In the
10    case of a  corporation  created  by  a  Special  Act  of  the
11    Legislature,  "Articles  of  incorporation" means the special
12    charter and any amendments thereto made by Special Act of the
13    Legislature or pursuant to general laws.
14        (d)  "Board of directors"  means  the  group  of  persons
15    vested  with the management of the affairs of the corporation
16    irrespective of the name by which such group is designated.
17        (e)  "Bylaws" means the code or codes  of  rules  adopted
18    for  the  regulation  or  management  of  the  affairs of the
19    corporation irrespective of the name or names by  which  such
20    rules are designated.
21        (f)  "Corporation"  or  "domestic  corporation"  means  a
22    domestic not-for-profit corporation subject to the provisions
23    of this Act, except a foreign corporation.
24        (g)  "Delivered,"  for  the purpose of determining if any
25    notice required by this Act is effective, means:
26        (1)  Transferred or presented to someone in person;
27        (2)  Deposited in the United States mail addressed to the
28    person at his, her or  its  address  as  it  appears  on  the
29    records  of  the  corporation,  with  sufficient  first-class
30    postage prepaid thereon; or
31        (3)  Posted at such place and in such manner or otherwise
32    transmitted to the person's premises as may be authorized and
33    set forth in the articles of incorporation or the bylaws.
34        (h)  "Foreign   corporation"   means   a   not-for-profit
 
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 1    corporation  as  defined  and  organized under the laws other
 2    than the laws of this State, for a purpose  or  purposes  for
 3    which a corporation may be organized under this Act.
 4        (i)  "Incorporator"  means  one  of  the  signers  of the
 5    original articles of incorporation.
 6        (j)  "Insolvent" means that a corporation  is  unable  to
 7    pay  its  debts as they become due in the usual course of the
 8    conduct of its affairs.
 9        (k)  "Member" means a person or any organization, whether
10    not for profit or otherwise, having membership  rights  in  a
11    corporation in accordance with the provisions of its articles
12    of incorporation or bylaws.
13        (l)  "Net  assets,"  for  the  purpose of determining the
14    authority of a corporation to make distributions, is equal to
15    the difference between the assets of the corporation and  the
16    liabilities of the corporation.
17        (m)  "Not-for-profit  corporation"  means  a  corporation
18    subject  to  this Act and organized solely for one or more of
19    the purposes authorized by Section 103.05 of this Act.
20        (n)  "Registered office" means that office maintained  by
21    the  corporation  in  this  State, the address of which is on
22    file in the office of the Secretary of State,  at  which  any
23    process, notice or demand required or permitted by law may be
24    served upon the registered agent of the corporation.
25        (o)  "Special  charter"  means  the  charter granted to a
26    corporation created by special act of the Legislature whether
27    or not the term "charter" or "special  charter"  is  used  in
28    such special act.
29    (Source: P.A. 84-1423.)

30        (805 ILCS 105/102.10) (from Ch. 32, par. 102.10)
31        Sec. 102.10.  Articles of Incorporation.  The articles of
32    incorporation  shall  be  executed  and filed in duplicate in
33    accordance with Section 101.10 of this Act.
 
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 1        (a)  The articles of incorporation must 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 initial registered
 8    office and the name of its initial registered agent  at  that
 9    office;
10        (4)  The name and address of each incorporator;
11        (5)  The number of directors constituting the first board
12    of  directors  and the names and the residential addresses of
13    each such director;
14        (6)  With respect to any organization a purpose of  which
15    is  to  function  as  a club, as defined in Section 1-3.24 of
16    "The Liquor  Control  Act  of  1934",  as  now  or  hereafter
17    amended,  a  statement that it will comply with the State and
18    local laws and ordinances relating to alcoholic liquors;
19        (7)  Whether the corporation is a condominium association
20    as  established  under  the  Condominium  Property   Act,   a
21    cooperative housing corporation defined in Section 216 of the
22    Internal  Revenue  Code  of  1954  or a homeowner association
23    which administers a common-interest community as  defined  in
24    subsection  (c)  of  Section  9-102  of  the  Code  of  Civil
25    Procedure.
26        (b)  The articles of incorporation may set forth:
27        (1)  Provisions  not  inconsistent  with law with respect
28    to:
29        (i)  Managing  and  regulating   the   affairs   of   the
30    corporation,  including  any  provision  for  distribution of
31    assets on final dissolution;
32        (ii)  Providing  that  the  corporation  shall  have   no
33    members, or shall have one or more classes of members;
34        (iii)  Limiting,  enlarging  or  denying the right of the
 
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 1    members of any class or classes of members, to vote;
 2        (iv)  Defining,  limiting,  and  regulating  the  rights,
 3    powers and duties of the corporation, its officers, directors
 4    and members; or
 5        (v)  Superseding any provision of this Act that  requires
 6    for  approval  of  corporation  action  a  two-thirds vote of
 7    members or class of members entitled to  vote  by  specifying
 8    any  smaller  or  larger  vote  requirement  not  less than a
 9    majority of the votes which members entitled  to  vote  on  a
10    matter shall vote, either in person or by proxy, at a meeting
11    at which there is a quorum.
12        (2)  Any  provision  that  under  this Act is required or
13    permitted to be set forth in the articles of incorporation or
14    bylaws.
15        (c)  The articles of incorporation need not set forth any
16    of the corporate powers enumerated in this Act.
17        (d)  The duration of a corporation  is  perpetual  unless
18    otherwise specified in the articles of incorporation.
19        (e)  When  the  provisions  of  this  Section  have  been
20    complied with, the Secretary of State shall file the articles
21    issue a certificate of incorporation.
22    (Source: P.A. 84-1423.)

23        (805 ILCS 105/102.15) (from Ch. 32, par. 102.15)
24        Sec.  102.15.   Effect  of  issuance  of  certificate  of
25    incorporation.   Upon  the filing of articles issuance of the
26    certificate of incorporation by the Secretary of  State,  the
27    corporate  existence shall begin, and such filing certificate
28    of incorporation shall  be  conclusive  evidence,  except  as
29    against  the State, that all conditions precedent required to
30    be performed by the incorporators have been complied with and
31    that the corporation has been incorporated under this Act.
32    (Source: P.A. 84-1423.)
 
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 1        (805 ILCS 105/102.20) (from Ch. 32, par. 102.20)
 2        Sec. 102.20.  Organization of Corporation.
 3        (a)  After  filing   the   issuance   of   the   articles
 4    certificate  of incorporation, the first meeting of the board
 5    of directors shall be held at the call of a majority  of  the
 6    incorporators or of the directors for the purpose of:
 7             (1)  Adopting bylaws;
 8             (2)  Electing officers; and
 9             (3)  Such  other  purposes  as  may  come before the
10        meeting.
11        In lieu of a meeting, director action  may  be  taken  by
12    consent in writing, pursuant to Section 108.45 of this Act.
13        (b)  If  the  corporation has members, a first meeting of
14    the members may be held at the call of an  officer  or  of  a
15    majority  of  the  directors,  for  such purposes as shall be
16    stated in the notice of the meeting.
17        If the corporation has members entitled to vote, then  in
18    lieu  of  a meeting, member action may be taken by consent in
19    writing, pursuant to Section 107.10 of this Act.
20        (c)  At  least  three  days'   written   notice   of   an
21    organizational  meeting  shall  be  given  unless the persons
22    entitled to such notice waive the  same  in  writing,  either
23    before  or after such meeting.  An organizational meeting may
24    be held either within or without this State.
25    (Source: P.A. 84-1423.)

26        (805 ILCS 105/102.35) (from Ch. 32, par. 102.35)
27        Sec. 102.35.  Incorporation of an association or society.
28        (a)  When  an  unincorporated  association  or   society,
29    organized  for  any  of  the purposes for which a corporation
30    could be formed under this Act, authorizes the  incorporation
31    of  the  association  or  society  by  the same procedure and
32    affirmative vote of its voting members or  delegates  as  its
33    constitution, bylaws, or other fundamental agreement requires
 
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 1    for  an amendment to its fundamental agreement or, if no such
 2    vote is specified, by a majority vote of the  voting  members
 3    present  at  a  duly convened meeting the purpose of which is
 4    stated in the notice  of  the  meeting,  then  following  the
 5    filing  of  articles  of  incorporation  under Section 102.10
 6    setting forth those facts and that the required vote has been
 7    obtained and upon the filing of the articles  issuance  of  a
 8    certificate  of  incorporation,  the  association  or society
 9    shall become a corporation and the members of the association
10    or  society  shall  become  members  of  the  corporation  in
11    accordance with provisions in the articles to that effect.
12        (b)  Upon  incorporation,  all  the  rights,  privileges,
13    immunities, powers, franchise, authority, and property of the
14    unincorporated association or society shall pass to and  vest
15    in the corporation, and all obligations of the unincorporated
16    association  or  society  shall  become  obligations  of  the
17    corporation.
18    (Source: P.A. 87-854.)

19        (805 ILCS 105/103.05) (from Ch. 32, par. 103.05)
20        Sec.  103.05.   Purposes  and  authority of corporations;
21    particular purposes; exemptions.
22        (a)  Not-for-profit corporations may be  organized  under
23    this  Act  for  any  one  or more of the following or similar
24    purposes:
25             (1)  Charitable.
26             (2)  Benevolent.
27             (3)  Eleemosynary.
28             (4)  Educational.
29             (5)  Civic.
30             (6)  Patriotic.
31             (7)  Political.
32             (8)  Religious.
33             (9)  Social.
 
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 1             (10)  Literary.
 2             (11)  Athletic.
 3             (12)  Scientific.
 4             (13)  Research.
 5             (14)  Agricultural.
 6             (15)  Horticultural.
 7             (16)  Soil improvement.
 8             (17)  Crop improvement.
 9             (18)  Livestock or poultry improvement.
10             (19)  Professional, commercial, industrial, or trade
11        association.
12             (20)  Promoting the development,  establishment,  or
13        expansion of industries.
14             (21)  Electrification on a cooperative basis.
15             (22)  Telephone  service  on a mutual or cooperative
16        basis.
17             (23)  Ownership  and  operation  of   water   supply
18        facilities  for  drinking  and  general domestic use on a
19        mutual or cooperative basis.
20             (24)  Ownership  or  administration  of  residential
21        property on a cooperative basis.
22             (25)  Administration and operation of property owned
23        on a condominium basis or by a homeowner association.
24             (26)  Administration    and    operation    of    an
25        organization  on  a  cooperative   basis   producing   or
26        furnishing  goods,  services, or facilities primarily for
27        the benefit of its members who  are  consumers  of  those
28        goods, services, or facilities.
29             (27)  Operation  of  a community mental health board
30        or center organized  pursuant  to  the  Community  Mental
31        Health  Act  for  the purpose of providing direct patient
32        services.
33             (28)  Provision  of  debt  management  services   as
34        authorized by the Debt Management Service Act.
 
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 1             (29)  Promotion,  operation, and administration of a
 2        ridesharing arrangement as defined in Section 1-176.1  of
 3        the Illinois Vehicle Code.
 4             (30)  The   administration   and   operation  of  an
 5        organization for  the  purpose  of  assisting  low-income
 6        consumers  in  the  acquisition  of utility and telephone
 7        services.
 8             (31)  Any  purpose  permitted  to  be  exempt   from
 9        taxation  under  Sections  501(c) or 501(d) of the United
10        States Internal Revenue Code,  as  now  in  or  hereafter
11        amended.
12             (32)  Any    purpose    that   would   qualify   for
13        tax-deductible gifts under  the  Section  170(c)  of  the
14        United  States Internal Revenue Code, as now or hereafter
15        amended.  Any such purpose is  deemed  to  be  charitable
16        under subsection (a)(1) of this Section.
17        (b)  A corporation may be organized hereunder to serve in
18    an  area  that adjoins or borders (except for any intervening
19    natural watercourse) an area located in  an  adjoining  state
20    intended to be similarly served, and the corporation may join
21    any  corporation  created  by  the  adjoining state having an
22    identical  purpose  and   organized   as   a   not-for-profit
23    corporation.   Whenever  any corporation organized under this
24    Act so joins with a foreign corporation having  an  identical
25    purpose, the corporation shall be permitted to do business in
26    Illinois  as  one  corporation;  provided  (1) that the name,
27    bylaw provisions, officers, and directors of each corporation
28    are identical, (2) that the foreign corporation complies with
29    the provisions of this  Act  relating  to  the  admission  of
30    foreign  corporation,  and  (3) that the Illinois corporation
31    files a statement with the Secretary of State indicating that
32    it has joined with a foreign corporation  setting  forth  the
33    name thereof and the state of its incorporation.
34    (Source: P.A. 90-545, eff. 1-1-98.)
 
SB725 Enrolled             -93-               LRB9206483REdvA
 1        (805 ILCS 105/104.05) (from Ch. 32, par. 104.05)
 2        Sec.  104.05.   Corporate  name  of  domestic  or foreign
 3    corporation.
 4        (a)  The corporate name of a domestic corporation or of a
 5    foreign corporation organized, existing  or  subject  to  the
 6    provisions of this Act:
 7             (1)  May  contain, separate and apart from any other
 8        word   or   abbreviation   in   such   name,   the   word
 9        "corporation," "company," "incorporated,"  or  "limited,"
10        or an abbreviation of one of such words;
11             (2)  Must   end   with  the  letters  "NFP"  if  the
12        corporate  name  contains  any  word  or   phrase   which
13        indicates  or  implies  that the corporation is organized
14        for  any  purpose  other  than  a   purpose   for   which
15        corporations may be organized under this Act or a purpose
16        other  than  a  purpose  set  forth  in the corporation's
17        articles of incorporation; Shall not contain any word  or
18        phrase which indicates or implies that the corporation is
19        organized  for any purpose other than a purpose for which
20        corporations may  be  organized  under  this  Act,  or  a
21        purpose other than a purpose set forth in its articles of
22        incorporation;
23             (3)  Shall  be  distinguishable  upon the records in
24        the the  office  of  the  Secretary  of  State  from  the
25        corporate  name or assumed corporate name of any domestic
26        corporation or limited liability company organized  under
27        the  Limited Liability Company Act, whether for profit or
28        not for profit, existing under any Act of this  State  or
29        the  name  or  assumed name of any foreign corporation or
30        foreign limited liability company  registered  under  the
31        Limited  Liability Company Act, whether for profit or not
32        for profit, authorized to transact  business  or  conduct
33        affairs  in  this State, or a name the exclusive right to
34        which is, at the time,  reserved  or  registered  in  the
 
SB725 Enrolled             -94-               LRB9206483REdvA
 1        manner  provided  in  this  Act  or  Section  1-15 of the
 2        Limited Liability Company Act, except  that,  subject  to
 3        the  discretion  of  the  Secretary  of  State, a foreign
 4        corporation that has a name prohibited by this  paragraph
 5        may  be  issued a certificate of authority to conduct its
 6        affairs in this State, if the foreign corporation:
 7                  (i)  Elects to  adopt  an  assumed  corporation
 8             name  or  names in accordance with Section 104.15 of
 9             this Act; and
10                  (ii)  Agrees   in   its   application   for   a
11             certificate of authority to conduct affairs in  this
12             State  only  under  such  assumed  corporate name or
13             names;
14             (4)  Shall not contain  a  word  or  phrase,  or  an
15        abbreviation  or  derivation thereof, the use of which is
16        prohibited or restricted by any  other  statute  of  this
17        State unless such restriction has been complied with;
18             (5)  Shall   consist   of  letters  of  the  English
19        alphabet, Arabic or Roman numerals, or symbols capable of
20        being readily reproduced by the office of  the  Secretary
21        of State;
22             (6)  Shall not contain the words "regular democrat,"
23        "regular  democratic,"  "regular republican," "democrat,"
24        "democratic," or "republican," nor the name of any  other
25        established  political  party, unless consent to usage of
26        such words or name is given to  the  corporation  by  the
27        State  central  committee  of  such established political
28        party; notwithstanding any other provisions of this  Act,
29        any  corporation,  whose name at the time this amendatory
30        Act takes effect contains any of the words listed in this
31        paragraph shall certify to  the  Secretary  of  State  no
32        later  than  January 1, 1989, that consent has been given
33        by the  State  central  committee;  consent  given  to  a
34        corporation  by  the  State  central committee to use the
 
SB725 Enrolled             -95-               LRB9206483REdvA
 1        above listed words may be revoked  upon  notification  to
 2        the corporation and the Secretary of State; and
 3             (7)  Shall  be  the name under which the corporation
 4        shall  conduct  affairs  in   this   State   unless   the
 5        corporation   shall   also  elect  to  adopt  an  assumed
 6        corporate  name  or  names  as  provided  in  this   Act;
 7        provided,  however,  that  the  corporation  may  use any
 8        divisional designation or trade  name  without  complying
 9        with   the   requirements   of  this  Act,  provided  the
10        corporation also clearly discloses its corporate name.
11        (b)  The Secretary of State  shall  determine  whether  a
12    name  is  "distinguishable" from another name for purposes of
13    this Act.   Without  excluding  other  names  which  may  not
14    constitute distinguishable names in this State, a name is not
15    considered  distinguishable, for purposes of this Act, solely
16    because it contains one or more of the following:
17             (1)  The     word     "corporation,"      "company,"
18        "incorporated," or "limited" or an abbreviation of one of
19        such words;
20             (2)  Articles,      conjunctions,      contractions,
21        abbreviations,  different  tenses  or  number of the same
22        word.
23        (c)  Nothing in this Section or Sections 104.15 or 104.20
24    of this Act shall:
25             (1)  Require any domestic  corporation  existing  or
26        any foreign corporation having a certificate of authority
27        on the effective date of this Act, to modify or otherwise
28        change  its  corporate name or assumed corporate name, if
29        any; or
30             (2)  Abrogate or limit the common law  or  statutory
31        law  of unfair competition or unfair trade practices, nor
32        derogate from the common law or principles of  equity  or
33        the  statutes  of this State or of the United States with
34        respect to the right to acquire and  protect  copyrights,
 
SB725 Enrolled             -96-               LRB9206483REdvA
 1        trade  names,  trade marks, service names, service marks,
 2        or any other right  to  the  exclusive  use  of  name  or
 3        symbols.
 4    (Source: P.A. 85-1396.)

 5        (805 ILCS 105/105.05) (from Ch. 32, par. 105.05)
 6        Sec. 105.05.  Registered office and registered agent.
 7        (a)  Each   domestic   corporation   and   each   foreign
 8    corporation  having  a  certificate  of  authority to conduct
 9    affairs in this State shall have and continuously maintain in
10    this State:
11             (1)  A registered office which may be, but need  not
12        be, the same as its place of business in this State.
13             (2)  A  registered  agent, which agent may be either
14        an individual, resident in  this  State,  whose  business
15        office  is  identical  with  such registered office, or a
16        domestic corporation for profit or a foreign  corporation
17        for  profit  authorized  to conduct affairs in this State
18        that is authorized by its articles  of  incorporation  to
19        act  as  such  agent,  having a business office identical
20        with such registered office.
21        (b)  The address, including street and number, if any, of
22    the initial registered office, and the name  of  the  initial
23    registered agent of each corporation organized under this Act
24    shall be stated in its articles of incorporation; and of each
25    foreign  corporation shall be stated in its application for a
26    certificate of authority to conduct affairs in this State.
27        (c)  In the event of dissolution of a corporation, either
28    voluntary, administrative, or judicial, the registered  agent
29    and  the  registered office of the corporation on record with
30    the Secretary of State on the date of  the  issuance  of  the
31    certificate  or  judgment of dissolution shall be an agent of
32    the corporation upon whom claims can be served or service  of
33    process  can  be  had  during  the  two year post-dissolution
 
SB725 Enrolled             -97-               LRB9206483REdvA
 1    period provided in Section 112.80 of this  Act,  unless  such
 2    agent resigns or the corporation properly reports a change of
 3    registered office or registered agent.
 4        (d)  In  the  event  of  revocation  of  a certificate of
 5    authority of a foreign corporation, the registered agent  and
 6    the  registered  office of the corporation on record with the
 7    Secretary of State  on  the  date  of  the  issuance  of  the
 8    certificate   of   revocation   shall  be  an  agent  of  the
 9    corporation upon whom claims can  be  served  or  service  of
10    process can be had, unless such agent resigns.
11    (Source: P.A. 84-1423.)

12        (805 ILCS 105/105.10) (from Ch. 32, par. 105.10)
13        Sec.  105.10.   Change of registered office or registered
14    agent.
15        (a)  A domestic corporation or a foreign corporation  may
16    from  time  to  time  change  the  address  of its registered
17    office.  A domestic  corporation  or  a  foreign  corporation
18    shall change its registered agent if the office of registered
19    agent   shall  become  vacant  for  any  reason,  or  if  its
20    registered agent becomes  disqualified  or  incapacitated  to
21    act,  or  if  the  corporation revokes the appointment of its
22    registered agent.
23        (b)  A domestic corporation or a foreign corporation  may
24    change  the  address  of  its registered office or change its
25    registered agent, or both, by so indicating on the  statement
26    of  change  on  the  annual  report of that corporation filed
27    pursuant to Section 114.10 of this Act or  by  executing  and
28    filing  in  duplicate,  in  accordance with Section 101.10 of
29    this Act, a statement setting forth:
30             (1)  the name of the corporation;
31             (2)  the address, including street  and  number,  or
32        rural route number, of its then registered office;
33             (3)  if  the  address  of  its  registered office be
 
SB725 Enrolled             -98-               LRB9206483REdvA
 1        changed, the address, including  street  and  number,  or
 2        rural  route number, to which the registered office is to
 3        be changed;
 4             (4)  the name of its then registered agent;
 5             (5)  if its registered agent be changed, the name of
 6        its successor registered agent;
 7             (6)  that the address of its registered  office  and
 8        the  address  of  the  business  office of its registered
 9        agent, as changed, will be identical;
10             (7)  that such change was authorized  by  resolution
11        duly adopted by the board of directors.
12        (c)  A  legible copy of the statement of change as on the
13    annual report returned by the Secretary  of  State  shall  be
14    filed  for  record  within the time prescribed by this Act in
15    the office of  the  Recorder  of  the  county  in  which  the
16    registered  office  of  the  corporation  in  this  State was
17    situated before the filing of the statement in the Office  of
18    the Secretary of State (Blank).
19        (d)  If  the registered office is changed from one county
20    to another county, then the corporation shall also  file  for
21    record  within  the time prescribed by this Act in the office
22    of the Recorder of the county to which such registered office
23    is changed:
24             (1)  In the case of a domestic corporation:
25                  (i)  A copy of its  articles  of  incorporation
26             certified by the Secretary of State.
27                  (ii)  A  copy  of  the  statement  of change of
28             address of its registered office, certified  by  the
29             Secretary of State.
30             (2)  In the case of a foreign corporation:
31                  (i)  A  copy of its application for certificate
32             of authority to transact  business  in  this  State,
33             with  a  copy  of  its  application therefor affixed
34             thereto, certified by the Secretary of State.
 
SB725 Enrolled             -99-               LRB9206483REdvA
 1                  (ii)  A  copy  of  all   amendments   to   such
 2             certificate of authority, if any, likewise certified
 3             by the Secretary of State.
 4                  (iii)  A  copy  of  the  statement of change of
 5             address of its registered office  certified  by  the
 6             Secretary of State.
 7        (e)  The  change  of address of the registered office, or
 8    the change of registered agent, or both, as the case may  be,
 9    shall  become  effective upon the filing of such statement by
10    the Secretary of State.
11    (Source: P.A. 91-357, eff. 7-29-99.)

12        (805 ILCS 105/105.20) (from Ch. 32, par. 105.20)
13        Sec. 105.20.  Change of Address of Registered Agent.
14        (a)  A registered agent may change  the  address  of  the
15    registered  office  of  the  domestic  corporation  or of the
16    foreign corporation, for which he or she or it is  registered
17    agent,  to another address in this State, by so indicating in
18    the  statement  of  change  on  the  annual  report  of   the
19    corporation  filed  under  Section  114.10  of this Act or by
20    filing, in duplicate, in accordance with  Section  101.10  of
21    this Act a statement setting forth:
22             (1)  the name of the corporation;
23             (2)  the  address,  including  street and number, or
24        rural route number, of its then registered office;
25             (3)  the address, including street  and  number,  or
26        rural  route number, to which the registered office is to
27        be changed;
28             (4)  the name of its registered agent;
29             (5)  that the address of its registered  office  and
30        the  address  of  the  business  office of its registered
31        agent, as changed, will be identical.
32        (b)  Such statement shall be executed by  the  registered
33    agent.
 
SB725 Enrolled             -100-              LRB9206483REdvA
 1        (c)  The change of address of the registered office shall
 2    become  effective  upon  the  filing of such statement by the
 3    Secretary of State.
 4    (Source: P.A. 85-1269.)

 5        (805 ILCS 105/105.25) (from Ch. 32, par. 105.25)
 6        Sec. 105.25.  Service of process on domestic  or  foreign
 7    corporation.
 8        (a)  Any process, notice, or demand required or permitted
 9    by  law to be served upon a domestic corporation or a foreign
10    corporation having a  certificate  of  authority  to  conduct
11    affairs   in  this  State  may  be  served  either  upon  the
12    registered agent appointed by the  corporation  or  upon  the
13    Secretary of State as provided in this Section.
14        (b)  The   Secretary   of   State  shall  be  irrevocably
15    appointed as an agent of  a  domestic  corporation  or  of  a
16    foreign  corporation  having  a certificate of authority upon
17    whom any process, notice or demand may be served:
18             (1)  Whenever the corporation shall fail to  appoint
19        or maintain a registered agent in this State; or
20             (2)  Whenever  the  corporation's  registered  agent
21        cannot   with   reasonable  diligence  be  found  at  the
22        registered office in this State; or
23             (3)  When a domestic corporation has been dissolved,
24        the conditions of paragraph (1) or paragraph  (2)  exist,
25        and  an  action, suit or proceeding is instituted against
26        or affecting the corporation within the two  years  after
27        the  issuance  of  a  certificate  of  dissolution or the
28        filing of a judgment of dissolution; or
29             (4)  When the certificate of authority of a  foreign
30        corporation has been revoked.
31        (c)  Service under subsection (b) shall be made by:
32             (1)  Service  on  the  Secretary of State, or on any
33        clerk  having  charge   of   the   corporation   division
 
SB725 Enrolled             -101-              LRB9206483REdvA
 1        department  at  his  or  her  office,  of  a  copy of the
 2        process, notice  or  demand,  together  with  any  papers
 3        required  by  law  to  be  delivered  in  connection with
 4        service, and a fee as prescribed  by  subsection  (b)  of
 5        Section 115.15 of this Act;
 6             (2)  Transmittal   by  the  person  instituting  the
 7        action, suit or proceeding of notice of  the  service  on
 8        the  Secretary of State and a copy of the process, notice
 9        or demand and  accompanying  papers  to  the  corporation
10        being served, by registered or certified mail:
11                  (i)  At  the  last  registered  office  of  the
12             corporation  as  shown by the records on file in the
13             office of the Secretary of State; or
14                  (ii)  At such address  the  use  of  which  the
15             person  instituting  the  action, suit or proceeding
16             knows or, on the basis of  reasonable  inquiry,  has
17             reason to believe is most likely to result in actual
18             notice; and
19             (3)  Appendage by the person instituting the action,
20        suit  or  proceeding  of  an affidavit of compliance with
21        this Section in substantially such form as the  Secretary
22        of  State  may  by  rule  or regulation prescribe, to the
23        process, notice or demand.
24        (d)  Nothing herein contained shall limit or  affect  the
25    right  to  serve  any  process, notice, or demand required or
26    permitted by law to be served upon a corporation in any other
27    manner now or hereafter permitted by law.
28        (e)  The Secretary of State shall keep a  record  of  all
29    processes,  notices, and demands served upon him or her under
30    this Section, and shall  record  therein  the  time  of  such
31    service  and  his  or  her  action with reference thereto but
32    shall not be required to retain such information for a period
33    longer than five  years  from  his  or  her  receipt  of  the
34    service.
 
SB725 Enrolled             -102-              LRB9206483REdvA
 1    (Source: P.A. 84-1423.)

 2        (805 ILCS 105/105.30) (from Ch. 32, par. 105.30)
 3        Sec.  105.30.   Service of process on foreign corporation
 4    not authorized  to  conduct  affairs  in  Illinois.   If  any
 5    foreign  corporation  conducts  affairs in this State without
 6    having  obtained  a  certificate  of  authority  to   conduct
 7    affairs,  it  shall  be  deemed  that  such  corporation  has
 8    designated  and  appointed the Secretary of State as an agent
 9    for process upon whom any notice, process or  demand  may  be
10    served.   Service  on the Secretary of State shall be made in
11    the manner set forth in subsection (c) of Section  105.25  of
12    this Act.
13    (Source: P.A. 84-1423.)

14        (805 ILCS 105/108.75) (from Ch. 32, par. 108.75)
15        Sec.  108.75.   Indemnification  of  officers, directors,
16    employees and agents; insurance.
17        (a)  A corporation may indemnify any person who was or is
18    a party,  or  is  threatened  to  be  made  a  party  to  any
19    threatened,  pending or completed action, suit or proceeding,
20    whether  civil,  criminal,  administrative  or  investigative
21    (other than an action by or in the right of the  corporation)
22    by  reason  of  the fact that he or she is or was a director,
23    officer, employee or agent of the corporation, or who  is  or
24    was  serving at the request of the corporation as a director,
25    officer,  employee   or   agent   of   another   corporation,
26    partnership,   joint  venture,  trust  or  other  enterprise,
27    against  expenses  (including  attorneys'  fees),  judgments,
28    fines and amounts paid in settlement actually and  reasonably
29    incurred  by such person in connection with such action, suit
30    or proceeding, if such person acted in good faith  and  in  a
31    manner he or she reasonably believed to be in, or not opposed
32    to,  the best interests of the corporation, and, with respect
 
SB725 Enrolled             -103-              LRB9206483REdvA
 1    to any criminal action or proceeding, had no reasonable cause
 2    to believe his or her conduct was unlawful.  The  termination
 3    of  any  action,  suit  or  proceeding  by  judgment,  order,
 4    settlement,  conviction, or upon a plea of nolo contendere or
 5    its equivalent, shall not, of itself,  create  a  presumption
 6    that  the  person  did  not act in good faith and in a manner
 7    which he or she reasonably believed to be in or  not  opposed
 8    to  the best interests of the corporation or, with respect to
 9    any criminal  action  or  proceeding,  that  the  person  had
10    reasonable  cause  to  believe  that  his  or her conduct was
11    unlawful.
12        (b)  A corporation may indemnify any person who was or is
13    a party,  or  is  threatened  to  be  made  a  party  to  any
14    threatened,  pending or completed action or suit by or in the
15    right of the corporation to procure a judgment in  its  favor
16    by  reason of the fact that such person is or was a director,
17    officer, employee or agent of the corporation, or is  or  was
18    serving  at  the  request  of  the corporation as a director,
19    officer,  employee   or   agent   of   another   corporation,
20    partnership,   joint  venture,  trust  or  other  enterprise,
21    against expenses (including  attorneys'  fees)  actually  and
22    reasonably  incurred  by  such  person in connection with the
23    defense or settlement of such action or suit, if such  person
24    acted  in  good  faith  and  in a manner he or she reasonably
25    believed to be in, or not opposed to, the best  interests  of
26    the  corporation,  provided  that no indemnification shall be
27    made in respect of any claim, issue or  matter  as  to  which
28    such  person  shall  have  been  adjudged  to  be  liable for
29    negligence or misconduct in the performance  of  his  or  her
30    duty  to the corporation, unless, and only to the extent that
31    the court in which such action  or  suit  was  brought  shall
32    determine  upon application that, despite the adjudication of
33    liability, but in view of all the circumstances of the  case,
34    such  person  is  fairly and reasonably entitled to indemnity
 
SB725 Enrolled             -104-              LRB9206483REdvA
 1    for such expenses as the court shall deem proper.
 2        (c)  To the extent that a  present  or  former  director,
 3    officer  or,  employee  or  agent  of  a corporation has been
 4    successful, on the merits or otherwise, in the defense of any
 5    action, suit or proceeding referred to in subsections (a) and
 6    (b), or in defense of any claim,  issue  or  matter  therein,
 7    such  person shall be indemnified against expenses (including
 8    attorneys' fees) actually and  reasonably  incurred  by  such
 9    person  in connection therewith, if that person acted in good
10    faith and in a manner he or she reasonably believed to be in,
11    or not opposed to, the best interests of the corporation.
12        (d)  Any indemnification under subsections  (a)  and  (b)
13    (unless  ordered by a court) shall be made by the corporation
14    only as authorized in the specific case, upon a determination
15    that indemnification  of  the  present  or  former  director,
16    officer,  employee  or  agent  is proper in the circumstances
17    because he or she has met the applicable standard of  conduct
18    set  forth  in  subsections  (a)  or (b).  Such determination
19    shall be made with respect to a person who is a  director  or
20    officer at the time of the determination: (1) by the majority
21    vote  of  the directors who are (1) by the board of directors
22    by a majority vote of a quorum consisting  of  directors  who
23    were  not  parties  to  such action, suit or proceeding, even
24    though less  than  a  quorum,  (2)  by  a  committee  of  the
25    directors  designated  by  a  majority vote of the directors,
26    even through less than a quorum, (3) if  there  are  no  such
27    directors,  or  if  the directors so direct, or (2) if such a
28    quorum is not obtainable, or even if obtainable, if a  quorum
29    of  disinterested  directors so directs, by independent legal
30    counsel in a written opinion,  or  (4)  (3)  by  the  members
31    entitled to vote, if any.
32        (e)  Expenses  (including attorney's fees) incurred by an
33    officer or director in defending a civil or criminal  action,
34    suit  or proceeding may be paid by the corporation in advance
 
SB725 Enrolled             -105-              LRB9206483REdvA
 1    of the final disposition of such action, suit or  proceeding,
 2    as authorized by the board of directors in the specific case,
 3    upon  receipt  of  an  undertaking  by  or  on  behalf of the
 4    director or, officer, employee or agent to repay such amount,
 5    unless it shall ultimately be determined that such person  he
 6    or  she  is  entitled to be indemnified by the corporation as
 7    authorized  in  this  Section.   Such   expenses   (including
 8    attorney's fees) incurred by former directors and officers or
 9    other  employees  and agents may be so paid on such terms and
10    conditions, if any, as the corporation deems appropriate.
11        (f)  The indemnification provided by  the  Section  shall
12    not  be  deemed  exclusive of any other rights to which those
13    seeking indemnification may  be  entitled  under  any  bylaw,
14    agreement,  vote  of  members  or disinterested directors, or
15    otherwise, both as to action in his or her official  capacity
16    and  as  to  action  in  another  capacity while holding such
17    office, and shall continue as to a person who has  ceased  to
18    be a director, officer, employee or agent, and shall inure to
19    the  benefit  of  the  heirs, executors and administrators of
20    such a person.
21        (g)  A corporation may purchase and maintain insurance on
22    behalf of any person who  is  or  was  a  director,  officer,
23    employee  or  agent  of  the  corporation,  or  who is or was
24    serving at the request of  the  corporation  as  a  director,
25    officer,   employee   or   agent   of   another  corporation,
26    partnership,  joint  venture,  trust  or  other   enterprise,
27    against  any  liability  asserted  against  such  person  and
28    incurred  by such person in any such capacity, or arising out
29    of his or her status as such, whether or not the  corporation
30    would  have  the  power to indemnify such person against such
31    liability under the provisions of this Section.
32        (h)  In the case of a corporation with  members  entitled
33    to  vote,  if a corporation indemnifies has paid indemnity or
34    advances has advanced expenses under subsection (b)  of  this
 
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 1    Section  to  a  director  or, officer, employee or agent, the
 2    corporation shall report the indemnification  or  advance  in
 3    writing  to  the  members entitled to vote with or before the
 4    notice of the next meeting of the members entitled to vote.
 5        (i)  For purposes of this  Section,  references  to  "the
 6    corporation"  shall  include,  in  addition  to the surviving
 7    corporation,   any   merging   corporation   (including   any
 8    corporation  having  merged  with  a   merging   corporation)
 9    absorbed  in  a  merger  which, if its separate existence had
10    continued,  would  have  had  the  power  and  authority   to
11    indemnify  its  directors,  officers, employees or agents, so
12    that any person who was  a  director,  officer,  employee  or
13    agent  of  such  merging  corporation,  or was serving at the
14    request of such merging corporation as a  director,  officer,
15    employee  or agent of another corporation, partnership, joint
16    venture, trust or other enterprise, shall stand in  the  same
17    position under the provisions of this Section with respect to
18    the  surviving  corporation  as  such  person would have with
19    respect to such merging corporation if its separate existence
20    had continued.
21        (j)  For purposes of this Section, references  to  "other
22    enterprises" shall include employee benefit plans; references
23    to  "fines"  shall  include  any  excise  taxes assessed on a
24    person  with  respect  to  an  employee  benefit  plan;   and
25    references  to  "serving  at  the request of the corporation"
26    shall include any service as a director, officer, employee or
27    agent of the corporation which imposes duties on, or involves
28    services by such director, officer, employee, or  agent  with
29    respect  to  an  employee  benefit plan, its participants, or
30    beneficiaries.  A person who acted in good  faith  and  in  a
31    manner  he  or  she  reasonably  believed  to  be in the best
32    interests  of  the  participants  and  beneficiaries  of   an
33    employee  benefit  plan  shall  be  deemed to have acted in a
34    manner "not opposed to the best interests of the corporation"
 
SB725 Enrolled             -107-              LRB9206483REdvA
 1    as referred to in this Section.
 2        (k)  The changes to this Section made by this  amendatory
 3    Act  of  the  92nd  General  Assembly  apply  only to actions
 4    commenced on or after the effective date of  this  amendatory
 5    Act of the 92nd General Assembly.
 6    (Source: P.A. 84-1423.)

 7        (805 ILCS 105/110.30) (from Ch. 32, par. 110.30)
 8        Sec. 110.30.  Articles of amendment.
 9        (a)  Except  as  provided  in Section 110.40 of this Act,
10    the articles of amendment shall  be  executed  and  filed  in
11    duplicate  in  accordance with Section 101.10 of this Act and
12    shall set forth:
13             (1)  The name of the corporation;
14             (2)  The text of each amendment adopted;
15             (3)  If  the  amendment  was  adopted  pursuant   to
16        Section 110.15 of this Act:
17                  (i)  A  statement  that  the amendment received
18             the affirmative vote of a majority of the  directors
19             in  office,  at a meeting of the board of directors,
20             and the date of the meeting; or
21                  (ii)  A  statement  that  the   amendment   was
22             adopted  by  written  consent,  signed  by  all  the
23             directors  in  office,  in  compliance  with Section
24             108.45 of this Act;
25             (4)  If  the  amendment  was  adopted  pursuant   to
26        Section 110.20 of this Act:
27                  (i)  A statement that the amendment was adopted
28             at  a  meeting  of  members  entitled to vote by the
29             affirmative vote of the members having not less than
30             the minimum number of votes necessary to adopt  such
31             amendment,  as provided by this Act, the articles of
32             incorporation or the bylaws, and  the  date  of  the
33             meeting; or
 
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 1                  (ii)  A   statement   that  the  amendment  was
 2             adopted  by  written  consent  signed   by   members
 3             entitled  to  vote  having not less than the minimum
 4             number of votes necessary to adopt  such  amendment,
 5             as   provided   by   this   Act,   the  articles  of
 6             incorporation, or the  bylaws,  in  compliance  with
 7             Section 107.10 of this Act.
 8             (5)  If  the  amendment  restates  the  articles  of
 9        incorporation, the amendment shall so state and shall set
10        forth:
11                  (i)  The text of the articles as restated;
12                  (ii)  The date of incorporation, the name under
13             which  the  corporation was incorporated, subsequent
14             names, if any, that the corporation adopted pursuant
15             to amendment of its articles of  incorporation,  and
16             the effective date of any such amendments;
17                  (iii)  The address of the registered office and
18             the  name  of  the  registered  agent on the date of
19             filing the restated articles.
20                  The articles as restated must include  all  the
21             information  required  by  subsection (a) of Section
22             102.10 of this Act, except that  the  articles  need
23             not set forth the information required by paragraphs
24             3, 4 or 5 thereof.  If any provision of the articles
25             of  incorporation  is amended in connection with the
26             restatement, the articles of amendment shall clearly
27             identify such amendment.
28             (6)  If, pursuant to Section 110.35 of this Act, the
29        amendment is to become effective subsequent to  the  date
30        on  which the articles certificate of amendment are filed
31        is issued, the date on which the amendment is  to  become
32        effective.
33             (7)  If   the  amendment  revives  the  articles  of
34        incorporation  and  extends  the  period   of   corporate
 
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 1        duration,  the  amendment  shall  so  state and shall set
 2        forth:
 3                  (i)  The date the period  of  duration  expired
 4             under the articles of incorporation;
 5                  (ii)  A  statement  that the period of duration
 6             will be perpetual, or, if a limited duration  is  to
 7             be  provided,  the  date  to  which  the  period  of
 8             duration is to be extended; and
 9                  (iii)  A  statement  that  the  corporation has
10             been in continuous operation since before  the  date
11             of expiration of its original period of duration.
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 amendment.
15    (Source: P.A. 84-1423.)

16        (805 ILCS 105/110.35) (from Ch. 32, par. 110.35)
17        Sec. 110.35.  Effect of certificate of amendment.
18        (a)  The   amendment   shall  become  effective  and  the
19    articles of incorporation  shall  be  deemed  to  be  amended
20    accordingly, as of the later of:
21             (1)  The  filing  of  the  articles  issuance of the
22        certificate of amendment by the Secretary of State; or
23             (2)  The time  established  under  the  articles  of
24        amendment,  not to exceed 30 days after the filing of the
25        articles issuance of the certificate of amendment by  the
26        Secretary of State.
27        (b)  If  the  amendment  is  made  in accordance with the
28    provisions of Section 110.40 of this Act, upon the filing  of
29    the  articles issuance of the certificate of amendment by the
30    Secretary of State, the amendment shall become effective  and
31    the  articles  of incorporation shall be deemed to be amended
32    accordingly, without any action thereon by the  directors  or
33    members of the corporation and with the same effect as if the
 
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 1    amendments  had  been  adopted  by  unanimous  action  of the
 2    directors and members of the corporation.
 3        (c)  If  the   amendment   restates   the   articles   of
 4    incorporation, such restated articles of incorporation shall,
 5    upon  such  amendment becoming effective, supersede and stand
 6    in  lieu  of  the  corporation's  preexisting   articles   of
 7    incorporation.
 8        (d)  If   the   amendment   revives   the   articles   of
 9    incorporation  and  extends the period of corporate duration,
10    upon the filing of the articles issuance of  the  certificate
11    of  amendment  by the Secretary of State, the amendment shall
12    become effective and the corporate existence shall be  deemed
13    to  have  continued  without  interruption  from  the date of
14    expiration of  the  original  period  of  duration,  and  the
15    corporation  shall stand revived with such powers, duties and
16    obligations as if its period of duration had not expired; and
17    all acts and  proceedings  of  its  officers,  directors  and
18    members,  acting  or  purporting  to act as such, which would
19    have been legal and valid  but  for  such  expiration,  shall
20    stand ratified and confirmed.
21        (e)  No  amendment  of the articles of incorporation of a
22    corporation shall affect any  existing  cause  of  action  in
23    favor  of or against such corporation, or any pending suit in
24    which such corporation shall be  a  party,  or  the  existing
25    rights  of  persons other than members; and, in the event the
26    corporate name shall be changed by amendment, no suit brought
27    by or against such corporation under its former name shall be
28    abated for that reason.
29    (Source: P.A. 84-1423.)

30        (805 ILCS 105/111.25) (from Ch. 32, par. 111.25)
31        Sec. 111.25.  Articles of merger or consolidation.
32        (a)  Articles  of  merger  or  consolidation   shall   be
33    executed  by  each  corporation  and  filed  in  duplicate in
 
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 1    accordance with Section 101.10 of  this  Act  and  shall  set
 2    forth:
 3             (1)  the name of each corporation;
 4             (2)  the plan of merger or consolidation;
 5             (3)  as to each corporation where the plan of merger
 6        or  consolidation  was adopted pursuant Section 111.15 of
 7        this Act:
 8                  (i)  a statement that  the  plan  received  the
 9             affirmative  vote  of a majority of the directors in
10             office, at a meeting of the board of directors,  and
11             the date of the meeting; or
12                  (ii)  a  statement that the plan was adopted by
13             written consent, signed  by  all  the  directors  in
14             office,  in  compliance  with Section 108.45 of this
15             Act; and
16             (4)  as to each corporation where the plan of merger
17        or consolidation was adopted pursuant Section  111.20  of
18        this Act:
19                  (i)  a statement that the plan was adopted at a
20             meeting  of  members  by  the  affirmative  vote  of
21             members  having  not less than the minimum number of
22             votes necessary to adopt the plan,  as  provided  by
23             this  Act,  the  articles  of  incorporation, or the
24             bylaws, and the date of the meeting; or
25                  (ii)  a statement that the plan was adopted  by
26             written  consent,  signed by members having not less
27             than the minimum number of votes necessary to  adopt
28             the  plan,  as provided by this Act, the articles of
29             incorporation or  the  bylaws,  in  compliance  with
30             Section 107.10 of this Act.
31        (b)  When  the  provisions  of  this  Section  have  been
32    complied with, the Secretary of State shall file the articles
33    issue a certificate of merger or consolidation.
34    (Source: P.A. 91-357, eff. 7-29-99.)
 
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 1        (805 ILCS 105/111.40) (from Ch. 32, par. 111.40)
 2        Sec.  111.40.  Effective date of merger or consolidation.
 3    The merger or consolidation shall become effective  upon  the
 4    filing  of the articles issuance of the certificate of merger
 5    or consolidation by the Secretary of  State  or  on  a  later
 6    specified  date,  not  more  than  30  days subsequent to the
 7    filing of the articles of merger or consolidation issuance of
 8    the certificate by the Secretary of State, as may be provided
 9    for in the plan.
10    (Source: P.A. 88-151.)

11        (805 ILCS 105/111.45) (from Ch. 32, par. 111.45)
12        Sec. 111.45.  Recording of certificate  and  articles  of
13    merger   or   consolidation.    The  articles  of  merger  or
14    consolidation certificate of merger  with  the  copy  of  the
15    articles  of merger affixed thereto by the Secretary of State
16    or the certificate of consolidation  with  the  copy  of  the
17    articles of consolidation affixed thereto by the Secretary of
18    State, shall be returned to the surviving or new corporation,
19    as  the  case  may  be,  or  to  its representative, and such
20    certificate and articles, or a  copy thereof certified by the
21    Secretary of State, shall be filed for record within the time
22    prescribed by Section 101.10 of this Act in the office of the
23    Recorder of each county in which  the  registered  office  of
24    each  merging  or  consolidating corporation may be situated,
25    and in the case of a consolidation,  in  the  office  of  the
26    Recorder  of the county in which the registered office of the
27    new corporation shall be situated.
28    (Source: P.A. 84-1423.)

29        (805 ILCS 105/112.20) (from Ch. 32, par. 112.20)
30        Sec. 112.20.  Articles of dissolution.
31        (a)  When a voluntary dissolution has been authorized  as
32    provided  by  this  Act,  articles  of  dissolution  shall be
 
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 1    executed and filed in duplicate in  accordance  with  Section
 2    101.10 of this Act and shall set forth:
 3             (1)  The name of the corporation.
 4             (2)  The date dissolution was authorized.
 5             (3)  A  post-office address to which may be mailed a
 6        copy of any process against the corporation that  may  be
 7        served on the Secretary of State.
 8             (4)  Where  dissolution  is  authorized  pursuant to
 9        Section 112.05 of this Act:
10                  (i)  A statement that the dissolution  received
11             the  affirmative vote of a majority of the directors
12             in office, at a meeting of the board  of  directors,
13             and the date of the meeting; or
14                  (ii)  A  statement  that  the  dissolution  was
15             adopted  by  written  consent,  signed  by  all  the
16             directors  in  office,  in  compliance  with Section
17             108.45 of this Act.
18             (5)  If the  dissolution  was  adopted  pursuant  to
19        Section 112.10 or 112.15 of this Act:
20                  (i)  A   statement  that  the  dissolution  was
21             adopted at a meeting of members by  the  affirmative
22             vote of the members having not less than the minimum
23             number  of votes necessary to adopt the dissolution,
24             as  provided  by   this   Act,   the   articles   of
25             incorporation,  or  the  bylaws, and the date of the
26             meeting; or
27                  (ii)  A  statement  that  the  dissolution  was
28             adopted by written consent, signed by members having
29             not less than the minimum number of votes  necessary
30             to  adopt  the dissolution, as provided by this Act,
31             the articles of incorporation,  or  the  bylaws,  in
32             compliance with Section 107.10 of this Act.
33        (b)  When  the  provisions  of  this  Section  have  been
34    complied with, the Secretary of State shall file the articles
 
SB725 Enrolled             -114-              LRB9206483REdvA
 1    issue a certificate of dissolution.
 2        (c)  The  dissolution  is  effective  on  the date of the
 3    filing of the articles issuance of the certificate thereof by
 4    the Secretary of State.
 5    (Source: P.A. 84-1423.)

 6        (805 ILCS 105/112.25) (from Ch. 32, par. 112.25)
 7        Sec. 112.25.  Revocation of Dissolution.
 8        (a)  A corporation may revoke its dissolution  within  60
 9    days  of  its effective date if the corporation has not begun
10    to distribute its assets or has not  commenced  a  proceeding
11    for  court supervision of its winding up under Section 112.50
12    of this Act.
13        (b)  The corporation's board of directors may revoke  the
14    dissolution  without  action  by  members entitled to vote on
15    dissolution.
16        (c)  Within  60  days  after  the  dissolution  has  been
17    revoked  by  the  corporation,  articles  of  revocation   of
18    dissolution  shall  be  executed  and  filed  in duplicate in
19    accordance with Section 101.10 of  this  Act  and  shall  set
20    forth:
21             (1)  The name of the corporation;
22             (2)  The  effective date of the dissolution that was
23        revoked;
24             (3)  A statement that the corporation has not  begun
25        to   distribute   its  assets  nor  has  it  commenced  a
26        proceeding for court supervision of its winding up;
27             (4)  The date  the  revocation  of  dissolution  was
28        authorized;
29             (5)  A  statement  that  the  corporation's board of
30        directors revoked the dissolution.
31        (d)  When  the  provisions  of  this  Section  have  been
32    complied with, the Secretary of State shall file the articles
33    issue a certificate of revocation of dissolution. Failure  to
 
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 1    file  the revocation of dissolution as required in subsection
 2    (c) hereof shall not be grounds for the Secretary of State to
 3    reject the filing, but the corporation filing beyond the time
 4    period shall pay a penalty as prescribed by this Act.
 5        (e)  The revocation of dissolution is  effective  on  the
 6    date   of   the  filing  of  the  articles  issuance  of  the
 7    certificate thereof by  the  Secretary  of  State  and  shall
 8    relate back and take effect as of the date of issuance of the
 9    certificate  of  dissolution  and  the corporation may resume
10    conducting affairs as if dissolution had never occurred.
11    (Source: P.A. 85-1269.)

12        (805 ILCS 105/112.35) (from Ch. 32, par. 112.35)
13        Sec. 112.35.  Grounds for administrative dissolution. The
14    Secretary   of   State   may   dissolve    any    corporation
15    administratively if:
16        (a)  It  has failed to file its annual report as required
17    by this Act before the first day of the anniversary month  of
18    the  corporation  of  the  year  in  which such annual report
19    becomes due;
20        (b)  It has failed to file in the office of the Secretary
21    of State any  report  after  the  expiration  of  the  period
22    prescribed in this Act for filing such report;
23        (c)  It  has failed to pay any fees or charges prescribed
24    by this Act;
25        (d)  (c)  It  has  failed  to  appoint  and  maintain   a
26    registered agent in this State; or
27        (e)  It  has  misrepresented  any  material matter in any
28    application, report, affidavit, or other  document  filed  by
29    the corporation pursuant to this Act; or
30        (f)  (d)  The  Secretary  of  State receives notification
31    from a local liquor commissioner, pursuant to Section  4-4(3)
32    of  "The  Liquor  Control  Act  of 1934," as now or hereafter
33    amended, that an organization incorporated under this Act and
 
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 1    functioning as a club has violated that  Act  by  selling  or
 2    offering  for  sale  at  retail  alcoholic  liquors without a
 3    retailer's license.
 4    (Source: P.A. 84-1423.)

 5        (805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
 6        Sec.  112.45.   Reinstatement  following   administrative
 7    dissolution.
 8        (a)  A  domestic  corporation  administratively dissolved
 9    under Section 112.40 of this Act may  be  reinstated  by  the
10    Secretary  of  State  within five years following the date of
11    issuance of the certificate of dissolution upon:
12             (1)  The filing of an application for reinstatement;
13             (2)  The filing with the Secretary of State  by  the
14        corporation  of  all  reports  then  due  and theretofore
15        becoming due;
16             (3)  The payment to the Secretary of  State  by  the
17        corporation  of  all  fees  and  penalties  then  due and
18        theretofore becoming due.
19        (b)  The application for reinstatement shall be  executed
20    and  filed  in duplicate in accordance with Section 101.10 of
21    this Act and shall set forth:
22             (1)  The name of the corporation at the time of  the
23        issuance of the certificate of dissolution;
24             (2)  If  such  name  is  not  available  for  use as
25        determined by the Secretary  of  State  at  the  time  of
26        filing the application for reinstatement, the name of the
27        corporation  as  changed;  provided,  however,  that  any
28        change  of  name is properly effected pursuant to Section
29        110.05 and Section 110.30 of this Act;
30             (3)  The date of the issuance of the certificate  of
31        dissolution;
32             (4)  The  address,  including  street and number, or
33        rural route number,  of  the  registered  office  of  the
 
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 1        corporation  upon  reinstatement thereof, and the name of
 2        its  registered  agent   at   such   address   upon   the
 3        reinstatement  of the corporation, provided however, that
 4        any change from  either  the  registered  office  or  the
 5        registered  agent  at the time of dissolution is properly
 6        reported pursuant to Section 105.10 of this Act.
 7        (c)  When a dissolved corporation has complied  with  the
 8    provisions of this Section, the Secretary of State shall file
 9    the application for issue a certificate of reinstatement.
10        (d)  Upon  the  filing of the application for issuance of
11    the certificate of  reinstatement,  the  corporate  existence
12    shall  be  deemed to have continued without interruption from
13    the date of the issuance of the certificate  of  dissolution,
14    and  the  corporation  shall  stand revived with such powers,
15    duties and obligations as if it had not been  dissolved;  and
16    all  acts  and  proceedings  of  its  officers, directors and
17    members, acting or purporting to act  as  such,  which  would
18    have  been  legal  and  valid but for such dissolution, shall
19    stand ratified and confirmed.
20    (Source: P.A. 86-381.)

21        (805 ILCS 105/112.80) (from Ch. 32, par. 112.80)
22        Sec. 112.80.  Survival of remedy after dissolution.   The
23    dissolution of a corporation either (1) by filing articles of
24    dissolution  in  accordance  with Section 112.20 of this Act,
25    (2) (1) by the issuance of a certificate  of  dissolution  in
26    accordance  with  Section 112.40 of this Act by the Secretary
27    of State, (3) or (2)  by  a  judgment  of  dissolution  by  a
28    Circuit  Court of this State, or (4) (3) by expiration of its
29    period of duration, shall not take away nor impair any remedy
30    available to or  against  such  corporation,  its  directors,
31    members  or persons receiving distributions, for any right or
32    claim existing, or any  liability  incurred,  prior  to  such
33    dissolution   if   action  or  other  proceeding  thereon  is
 
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 1    commenced  within  two  years  after   the   date   of   such
 2    dissolution.  Any such action or proceeding by or against the
 3    corporation  may be prosecuted or defended by the corporation
 4    in its corporate name.
 5    (Source: P.A. 84-1423.)

 6        (805 ILCS 105/113.05) (from Ch. 32, par. 113.05)
 7        Sec.  113.05.   Admission  of  foreign  corporation.    A
 8    foreign  corporation  organized  not  for  profit,  before it
 9    conducts  any  affairs  in  this  State,  shall   procure   a
10    certificate  of  authority  so  to  do  from the Secretary of
11    State.  A foreign corporation organized not for profit,  upon
12    complying  with  the  provisions of this Act, may secure from
13    the Secretary of State the  a  certificate  of  authority  to
14    conduct  affairs  in this State.  A foreign corporation shall
15    not be denied a certificate of authority  by  reason  of  the
16    fact  that the laws of the state under which such corporation
17    is organized governing its organization and internal  affairs
18    differ  from  the laws of this State, and nothing in this Act
19    contained shall be  construed  to  authorize  this  State  to
20    regulate  the  organization  or  the internal affairs of such
21    corporation.
22    (Source: P.A. 84-1423.)

23        (805 ILCS 105/113.10) (from Ch. 32, par. 113.10)
24        Sec. 113.10.  Powers of foreign corporation.  No  foreign
25    corporation  shall  conduct in this State any affairs which a
26    corporation organized under the laws of  this  State  is  not
27    permitted to conduct.  A foreign corporation which shall have
28    received  a certificate of authority to conduct affairs under
29    this Act shall, until a certificate of  revocation  has  been
30    issued  or  an  application for of withdrawal shall have been
31    filed issued as provided in this Act, enjoy the same, but  no
32    greater,  rights  and  privileges  as  a domestic corporation
 
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 1    organized for the  purposes  set  forth  in  the  application
 2    pursuant  to  which  such certificate of authority is granted
 3    issued;  and,  except  as  in  Section  113.05  of  this  Act
 4    otherwise provided  with  respect  to  the  organization  and
 5    internal  affairs  of  a  foreign  corporation  and except as
 6    elsewhere in this Act otherwise provided, shall be subject to
 7    the same duties, restrictions, penalties, and liabilities now
 8    or hereafter imposed upon  a  domestic  corporation  of  like
 9    character.
10    (Source: P.A. 84-1423.)

11        (805 ILCS 105/113.15) (from Ch. 32, par. 113.15)
12        Sec. 113.15.  Application for certificate of authority.
13        (a)  A   foreign  corporation,  in  order  to  procure  a
14    certificate of authority to conduct affairs  in  this  State,
15    shall  execute and file in duplicate an application therefor,
16    in accordance with Section 101.10 of this Act, and shall also
17    file  a  copy  of  its  articles  of  incorporation  and  all
18    amendments thereto, duly authenticated by the proper  officer
19    of  the  state  or  country wherein it is incorporated.  Such
20    application shall set forth:
21             (1)  The name of the corporation, with any additions
22        thereto required in order to comply with  Section  104.05
23        of  this Act together with the State or country under the
24        laws of which it is organized;
25             (2)  The date of its incorporation and the period of
26        its duration;
27             (3)  The address, including street  and  number,  if
28        any, of its principal office;
29             (4)  The  address,  including  street and number, or
30        rural route number, of its proposed registered office  in
31        this State, and the name of its proposed registered agent
32        in this State at such address;
33             (5)  (Blank); The names of the states and countries,
 
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 1        if  any,  in which it is admitted or qualified to conduct
 2        affairs;
 3             (6)  The  purpose  or  purposes  for  which  it  was
 4        organized which it proposes to pursue in the  conduct  of
 5        affairs in this State;
 6             (7)  The names and respective residential addresses,
 7        including  street  and  number, or rural route number, of
 8        its directors and officers;
 9             (8)  With  respect  to  any  foreign  corporation  a
10        purpose of which is to function as a club, as defined  in
11        Section  1-  3.24 of "The Liquor Control Act of 1934," as
12        now or hereafter amended, a statement that it will comply
13        with the State and local laws and ordinances relating  to
14        alcoholic liquors; and
15             (9)  Such additional information as may be necessary
16        or  appropriate in order to enable the Secretary of State
17        to determine whether such corporation is entitled  to  be
18        granted  a certificate of authority to conduct affairs in
19        this State.
20        (b)  Such application shall be made on  forms  prescribed
21    and furnished by the Secretary of State.
22        (c)  When  the  provisions  of  this  Section  have  been
23    complied   with,  the  Secretary  of  State  shall  file  the
24    application for issue a certificate of authority.
25    (Source: P.A. 85-1269.)

26        (805 ILCS 105/113.20) (from Ch. 32, par. 113.20)
27        Sec. 113.20.  Effect of certificate of  authority.   Upon
28    the  filing  of the application for issuance of a certificate
29    of authority by the Secretary of State, the corporation shall
30    have the right to conduct affairs in  this  State  for  those
31    purposes  set  forth in its application, subject, however, to
32    the right of this State  to  revoke  such  right  to  conduct
33    affairs in this State as provided in this Act.
 
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 1    (Source: P.A. 84-1423.)

 2        (805 ILCS 105/113.25) (from Ch. 32, par. 113.25)
 3        Sec.  113.25.   Change  of  name  by foreign corporation.
 4    Whenever a foreign corporation which is admitted  to  conduct
 5    affairs  in  this  State  shall  change its name to one under
 6    which a certificate of authority to conduct affairs  in  this
 7    State would not be granted to it on application therefor, the
 8    authority  of  such  corporation  to  conduct affairs in this
 9    State shall be suspended and it shall not thereafter  conduct
10    any  affairs in this State until it has changed its name to a
11    name which is available to it under the laws of this State or
12    until it has adopted an assumed corporate name in  accordance
13    with Section 104.15 of this Act.
14    (Source: P.A. 84-1423.)

15        (805 ILCS 105/113.30) (from Ch. 32, par. 113.30)
16        Sec.  113.30.   Amendment to articles of incorporation of
17    foreign corporation.  Each foreign corporation authorized  to
18    conduct  affairs  in  this  State,  whenever  its articles of
19    incorporation are amended, shall forthwith file in the office
20    of the Secretary of State  a  copy  of  such  amendment  duly
21    authenticated  by  the proper officer of the State or country
22    under the laws of which such corporation  is  organized;  but
23    the  filing  thereof shall not of itself enlarge or alter the
24    purpose or purposes which such corporation is  authorized  to
25    pursue  in  conducting  affairs  in this State, nor authorize
26    such corporation to conduct affairs in this State  under  any
27    other  name  than  the  name set forth in its application for
28    certificate of authority, nor  extend  the  duration  of  its
29    corporate existence.
30    (Source: P.A. 84-1423.)

31        (805 ILCS 105/113.35) (from Ch. 32, par. 113.35)
 
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 1        Sec. 113.35.  Merger of foreign corporation authorized to
 2    conduct   affairs   in   this   state.   Whenever  a  foreign
 3    corporation authorized to conduct affairs in this State shall
 4    be a party to a statutory merger permitted by the laws of the
 5    state or country  under  which  it  is  organized,  and  such
 6    corporation  shall  be  the  surviving  corporation, it shall
 7    forthwith file with the Secretary of  State  a  copy  of  the
 8    articles  of  merger duly authenticated by the proper officer
 9    of the  state  or  country  under  the  laws  of  which  such
10    statutory  merger was effected; and it shall not be necessary
11    for such corporation to procure either a new  or  an  amended
12    certificate  of  authority  to  conduct affairs in this State
13    unless the name of such corporation or the  duration  of  its
14    corporate   existence   be  changed  thereby  or  unless  the
15    corporation  desires  to  pursue  in  this  State  other   or
16    additional purposes than those which it is then authorized to
17    pursue in this State.
18    (Source: P.A. 84-1423.)

19        (805 ILCS 105/113.40) (from Ch. 32, par. 113.40)
20        Sec.   113.40.   Amended  certificate  of  authority.   A
21    foreign corporation authorized to  conduct  affairs  in  this
22    State  shall secure an amended certificate of authority to do
23    so in the event it changes its corporate  name,  changes  the
24    duration  of its corporate existence, or desires to pursue in
25    this State other or additional purposes than those set  forth
26    in  its  prior application for a certificate of authority, by
27    making application to the Secretary of State.
28        The application shall set forth:
29             (1)  The name of the corporation, with any additions
30        required in order to comply with Section 104.05  of  this
31        Act, together with the state or country under the laws of
32        which it is organized.
33             (2)  The change to be effected.
 
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 1    (Source: P.A. 88-151.)

 2        (805 ILCS 105/113.45) (from Ch. 32, par. 113.45)
 3        Sec.  113.45.   Withdrawal  of  foreign  corporation.   A
 4    foreign  corporation  authorized  to  conduct affairs in this
 5    State may withdraw from this State upon filing with procuring
 6    from the Secretary of State an application for a  certificate
 7    of  withdrawal.   In  order  to  procure  such certificate of
 8    withdrawal, such foreign corporation shall either:
 9        (a)  Execute and file in duplicate,  in  accordance  with
10    Section 101.10 of this Act, an application for withdrawal and
11    a final report which shall set forth:
12             (1)  That  it  surrenders  its  authority to conduct
13        affairs in this State;
14             (2)  That it revokes the authority of its registered
15        agent in this State to  accept  service  of  process  and
16        consents  that service of process in any suit, action, or
17        proceeding based upon any cause of action arising in this
18        State during the time the  corporation  was  licensed  to
19        conduct  affairs  in this State may thereafter be made on
20        such corporation by service thereof on the  Secretary  of
21        State;
22             (3)  A  post office address to which may be mailed a
23        copy of any process against the corporation that  may  be
24        served on the Secretary of State;
25             (4)  The  name  of  the corporation and the state or
26        country under the laws of which it is organized; and
27             (5)  Such additional information as may be necessary
28        or appropriate in order to enable the Secretary of  State
29        to  determine  and assess any unpaid fees payable by such
30        foreign corporation as in this Act prescribed; or
31        (b)  If it  has  been  dissolved,  file  a  copy  of  the
32    articles  of  dissolution  duly  authenticated  by the proper
33    officer of the state or country under the laws of which  such
 
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 1    corporation was organized.
 2        (c)  The  application for withdrawal and the final report
 3    shall be made  on  forms  prescribed  and  furnished  by  the
 4    Secretary of State.
 5        (d)  When  the  corporation  has complied with subsection
 6    (a) or (b) of this Section, the Secretary of State shall file
 7    the application for issue a  certificate  of  withdrawal  and
 8    mail  a  copy  of  the  application to the corporation or its
 9    representative.  If the provisions of subsection (b) of  this
10    Section have been followed, the Secretary of State shall file
11    a  the  copy  of  the  articles  of dissolution in his or her
12    office with one copy of the certificate of withdrawal affixed
13    thereto and mail the  original  to  the  corporation  or  its
14    representative.
15        Upon  the  filing of the application for issuance of such
16    certificate  of  withdrawal  or  copy  of  the  articles   of
17    dissolution,  the  authority  of  the  corporation to conduct
18    affairs in this State shall cease.
19    (Source: P.A. 84-1423.)

20        (805 ILCS 105/113.50) (from Ch. 32, par. 113.50)
21        Sec. 113.50.  Grounds for revocation  of  certificate  of
22    authority.
23        (a)  (1)  The  certificate  of  authority  of  a  foreign
24    corporation  to  conduct affairs in this State may be revoked
25    by the Secretary of State:
26             (1) (a)  Upon the failure of an officer or  director
27        to  whom  interrogatories  have  been  propounded  by the
28        Secretary of State, as provided in this  Act,  to  answer
29        the  same  fully and to file such answer in the office of
30        the Secretary of State;
31             (2) (b)  If the  certificate  of  authority  of  the
32        corporation was procured through fraud practiced upon the
33        State;
 
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 1             (3)  (c)  If the corporation has continued to exceed
 2        or abuse the authority conferred upon it by this Act;
 3             (4) (d)  Upon the failure of the corporation to keep
 4        on file in the office of  the  Secretary  of  State  duly
 5        authenticated copies of each amendment to its articles or
 6        incorporation;
 7             (5)  (e)  Upon  the  failure  of  the corporation to
 8        appoint and maintain a registered agent in this State;
 9             (6) (f)  Upon the failure of the corporation to file
10        any report after the period prescribed by  this  Act  for
11        the filing of such report;
12             (7)  (g)  Upon the failure of the corporation to pay
13        any fees or charges prescribed by this Act;
14             (8)  (h)  For  misrepresentation  of  any   material
15        matter  in  any  application, report, affidavit, or other
16        document filed by such corporation pursuant to this Act;
17             (9) (i)  Upon the  failure  of  the  corporation  to
18        renew  its assumed name or to apply to change its assumed
19        name pursuant to the provisions of  this  Act,  when  the
20        corporation  can  only  conduct affairs within this State
21        under its assumed name in accordance with the  provisions
22        of Section 104.05 of this Act;
23             (10)  (j)  Upon  notification  from the local liquor
24        commissioner, pursuant to Section 4-4(3) of  "The  Liquor
25        Control Act of 1934," as now or hereafter amended, that a
26        foreign  corporation  functioning as a club in this State
27        has violated that Act by selling or offering for sale  at
28        retail alcoholic liquors without a retailer's license; or
29             (11)   (k)  When,  in  an  action  by  the  Attorney
30        General, under the provisions of the "Consumer Fraud  and
31        Deceptive Business Practices Act", or "An Act to regulate
32        solicitation  and  collection  of  funds  for  charitable
33        purposes, providing for violations thereof, and making an
34        appropriation  therefor",  approved  July  26,  1963,  as
 
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 1        amended, or the "Charitable Trust Act", a court has found
 2        that the corporation substantially and willfully violated
 3        any of such Acts.
 4        (b)  (2)  The  enumeration  of  grounds for revocation in
 5    paragraphs (1) (a) through (11) (k)  of  subsection  (a)  (1)
 6    shall  not  preclude any action by the Attorney General which
 7    is authorized by any other statute of the State  of  Illinois
 8    or the common law.
 9    (Source: P.A. 84-1423.)

10        (805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
11        Sec.  113.55.  Procedure for revocation of certificate of
12    authority.
13        (a)  After the Secretary of State determines that one  or
14    more  grounds  exist under Section 113.50 of this Act for the
15    revocation  of  a  certificate  of  authority  of  a  foreign
16    corporation, he or she shall send by  regular  mail  to  each
17    delinquent   corporation  a  Notice  of  Delinquency  to  its
18    registered office, or,  if  the  corporation  has  failed  to
19    maintain  a registered office, then to the president or other
20    principal officer at the last known office of said officer.
21        (b)  If the corporation  does  not  correct  the  default
22    within  90 days following such notice, the Secretary of State
23    shall thereupon revoke the certificate of  authority  of  the
24    corporation  by  issuing  a  certificate  of  revocation that
25    recites the grounds for revocation and  its  effective  date.
26    The  Secretary  of  State  shall  file  the  original  of the
27    certificate in his or  her  office,  mail  one  copy  to  the
28    corporation  at  its  registered office and file one copy for
29    record in the office of the Recorder of the county  in  which
30    the  registered  office  of  the corporation in this State is
31    situated, to be recorded by  such  Recorder.    The  Recorder
32    shall  submit  for  payment,  on  a  quarterly  basis, to the
33    Secretary of State the amount of filing fees incurred.
 
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 1        (c)  Upon the issuance of the certificate of  revocation,
 2    the  authority  of the corporation to conduct affairs in this
 3    State shall cease and  such  revoked  corporation  shall  not
 4    thereafter conduct any affairs in this State.
 5    (Source: P.A. 84-1423.)

 6        (805 ILCS 105/113.60) (from Ch. 32, par. 113.60)
 7        Sec. 113.60.  Reinstatement following revocation.
 8        (a)  A  foreign  corporation revoked under Section 113.55
 9    of this Act may be  reinstated  by  the  Secretary  of  State
10    within  five  years  following  the  date  of issuance of the
11    certificate of revocation upon:
12             (1)  The filing of an application for reinstatement;
13             (2)  The filing with the Secretary of State  by  the
14        corporation  of  all  reports  then  due  and theretofore
15        becoming due; and
16             (3)  The payment to the Secretary of  State  by  the
17        corporation  of  all  fees  and  penalties  then  due and
18        theretofore becoming due.
19        (b)  The application for reinstatement shall be  executed
20    and  filed  in duplicate in accordance with Section 101.10 of
21    this Act and shall set forth:
22             (1)  The name of the corporation at the time of  the
23        issuance of the certificate of revocation;
24             (2)  If  such  name  is  not  available  for  use as
25        determined by the Secretary  of  State  at  the  time  of
26        filing the application for reinstatement, the name of the
27        corporation  as  changed,  or  the assumed corporate name
28        which the corporation elects to adopt  for  use  in  this
29        State   in  accordance  with  Section  104.05;  provided,
30        however, that any change of  name  is  properly  effected
31        pursuant  to  Sections  113.30 and Section 113.40 of this
32        Act, and  any  adoption  of  assumed  corporate  name  is
33        properly effected pursuant to Section 104.15 of this Act;
 
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 1             (3)  The  date of the issuance of the certificate of
 2        revocation; and
 3             (4)  The address, including street  and  number,  or
 4        rural  route  number,  of  the  registered  office of the
 5        corporation upon reinstatement thereof, and the  name  of
 6        its   registered   agent   at   such   address  upon  the
 7        reinstatement of the corporation; provided, however, that
 8        any change from  either  the  registered  office  or  the
 9        registered  agent  at  the time of revocation is properly
10        reported pursuant to Section 105.10 of this Act.
11        (c)  When a revoked corporation  has  complied  with  the
12    provisions of this Section, the Secretary of State shall file
13    the application for issue a certificate of reinstatement.
14        (d)  Upon  the  filing of the application for issuance of
15    the  certificate  of  reinstatement,  the  authority  of  the
16    corporation to conduct affairs in this State shall be  deemed
17    to  have  continued without interruption from the date of the
18    issuance  of  the  certificate   of   revocation,   and   the
19    corporation  shall  stand  revived  as  if its certificate of
20    authority had not been revoked; and all acts and  proceedings
21    of  its officers, directors and members, acting or purporting
22    to act as such, which would have been legal and valid but for
23    such revocation, shall stand ratified and confirmed.
24    (Source: P.A. 85-1269.)

25        (805 ILCS 105/113.65) (from Ch. 32, par. 113.65)
26        Sec.  113.65.   Application  to  corporations  heretofore
27    qualified  to  conduct  affairs  in  this   state.    Foreign
28    corporations  which  have  been  duly  authorized  to conduct
29    affairs in this State at the time this Act takes effect,  for
30    a  purpose  or  purposes for which a corporation might secure
31    such  authority  under  this  Act,  shall,  subject  to   the
32    limitations  set  forth  in their respective applications for
33    certificates of authority, be entitled to all the rights  and
 
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 1    privileges   applicable  to  foreign  corporations  procuring
 2    authority to conduct affairs in this State  under  this  Act,
 3    and  from  the  time  this  Act takes effect such corporation
 4    shall  be  subject  to  all  the  limitations,  restrictions,
 5    liabilities,  and  duties  prescribed  herein   for   foreign
 6    corporations  procuring  under  this Act authority to conduct
 7    affairs in this State.
 8    (Source: P.A. 84-1423.)

 9        (805 ILCS 105/113.70) (from Ch. 32, par. 113.70)
10        Sec. 113.70.  Conducting affairs without  certificate  of
11    authority.  No foreign corporation conducting affairs in this
12    state  without  a  certificate  of  authority  to  do  so  is
13    permitted  to  maintain  a  civil action in any court of this
14    State, until such corporation obtains such a  certificate  of
15    authority.   Nor  shall  a  civil action be maintained in any
16    court of this State by any  successor  or  assignee  of  such
17    corporation  on  any  right,  claim  or demand arising out of
18    conducting affairs by such corporation in this State, until a
19    certificate of authority to conduct affairs in this State  is
20    obtained  by  such  corporation or by a corporation which has
21    acquired all or substantially all of its assets.  The failure
22    of a foreign corporation to obtain a certificate of authority
23    to conduct affairs in this State does not impair the validity
24    of any contract or act of  such  corporation,  and  does  not
25    prevent  such  corporation  from  defending any action in any
26    court of this State.
27    (Source: P.A. 84-1423.)

28        (805 ILCS 105/114.05) (from Ch. 32, par. 114.05)
29        Sec.  114.05.   Annual  report  of  domestic  or  foreign
30    corporation.  Each domestic corporation organized under  this
31    Act,  and  each  foreign  corporation  authorized  to conduct
32    affairs in this State, shall file, within the time prescribed
 
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 1    by this Act, an annual report setting forth:
 2        (a)  The name of the corporation.
 3        (b)  The address, including street and number,  or  rural
 4    route number, of its registered office in this State, and the
 5    name  of its registered agent at such address and a statement
 6    of change of its registered office or  registered  agent,  or
 7    both, if any.
 8        (c)  The address, including street and number, if any, of
 9    its principal office.
10        (d)  The   names   and  respective  business  residential
11    addresses,  including  street  and  number,  or  rural  route
12    number, of its directors and officers.
13        (e)  A brief statement of the character  of  the  affairs
14    which  the  corporation is actually conducting from among the
15    purposes authorized in Section 103.05 of this Act.
16        (f)  Whether the corporation is a Condominium Association
17    as  established  under  the  Condominium  Property   Act,   a
18    Cooperative Housing Corporation defined in Section 216 of the
19    Internal  Revenue  Code  of  1954  or a Homeowner Association
20    which administers a common-interest community as  defined  in
21    subsection  (c)  of  Section  9-102  of  the  Code  of  Civil
22    Procedure.
23        (g)  Such  additional  information as may be necessary or
24    appropriate in order to enable  the  Secretary  of  State  to
25    administer  this  Act and to verify the proper amount of fees
26    payable by the corporation.
27        Such annual report shall be made on forms prescribed  and
28    furnished  by  the  Secretary  of  State, and the information
29    therein required by subsections (a) to (d),  both  inclusive,
30    of  this  Section,  shall  be  given  as  of  the date of the
31    execution of the annual report.  It shall be executed by  the
32    corporation  by any authorized officer and verified by him or
33    her, or, if the corporation is in the hands of a receiver  or
34    trustee,  it  shall  be executed on behalf of the corporation
 
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 1    and verified by such receiver or trustee.
 2    (Source: P.A. 88-691, eff. 1-24-95.)

 3        (805 ILCS 105/115.05) (from Ch. 32, par. 115.05)
 4        Sec.  115.05.   Fees  and  charges  to  be  collected  by
 5    Secretary of State.  The Secretary of State shall charge  and
 6    collect in accordance with the provisions of this Act:
 7        (a)  Fees for filing documents and issuing certificates.
 8        (b)  Miscellaneous charges.
 9        (c)  Fees for filing annual reports.
10    (Source: P.A. 84-1423.)

11        (805 ILCS 105/115.10) (from Ch. 32, par. 115.10)
12        Sec.  115.10.   Fees  for  filing  documents  and issuing
13    certificates.   The  Secretary  of  State  shall  charge  and
14    collect for:
15        (a)  Filing  articles  of  incorporation  and  issuing  a
16    certificate of incorporation, $50.
17        (b)  Filing  articles  of   amendment   and   issuing   a
18    certificate  of  amendment,  $25,  unless  the amendment is a
19    restatement of the articles of incorporation, in  which  case
20    the fee shall be $100.
21        (c)  Filing  articles  of  merger  or  consolidation  and
22    issuing a certificate of merger or consolidation, $25.
23        (d)  Filing articles of dissolution, $5.
24        (e)  Filing application to reserve a corporate name, $25.
25        (f)  Filing  a notice of transfer of a reserved corporate
26    name, $25.
27        (g)  Filing statement of change of address of  registered
28    office  or change of registered agent, or both, if other than
29    on an annual report, $5.
30        (h)  Filing an application of a foreign  corporation  for
31    certificate of authority to conduct affairs in this State and
32    issuing a certificate of authority, $50.
 
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 1        (i)  Filing  an  application of a foreign corporation for
 2    amended certificate of authority to conduct affairs  in  this
 3    State and issuing an amended certificate of authority, $25.
 4        (j)  Filing  a  copy  of  amendment  to  the  articles of
 5    incorporation of a foreign corporation holding a  certificate
 6    of  authority  to  conduct affairs in this State, $25, unless
 7    the  amendment  is  a  restatement   of   the   articles   of
 8    incorporation, in which case the fee shall be $100.
 9        (k)  Filing  a  copy  of  articles of merger of a foreign
10    corporation holding a certificate  of  authority  to  conduct
11    affairs in this State, $25.
12        (l)  Filing  an  application  for  withdrawal  and  final
13    report  or  a  copy  of articles of dissolution, of a foreign
14    corporation and issuing a certificate of withdrawal, $5.
15        (m)  Filing an annual report of  a  domestic  or  foreign
16    corporation, $5.
17        (n)  Filing   an   application  for  reinstatement  of  a
18    domestic or a foreign corporation, and issuing a  certificate
19    of reinstatement, $25.
20        (o)  Filing  an  application  for  use  or  change  of an
21    assumed corporate name, $150 $20 plus  $2.50  for  each  year
22    month or part thereof ending in 0 or 5, $120 for each year or
23    part  thereof  ending  in  1  or 6, $90 for each year or part
24    thereof ending in 2 or 7, $60 for each year or  part  thereof
25    ending in 3 or 8, $30 for each year or part thereof ending in
26    4  or  9,  between the date of filing the application and the
27    date of the renewal of the  assumed  corporate  name;  and  a
28    renewal fee for each assumed corporate name, $150.
29        (p)  Filing  an application for change or cancellation of
30    an assumed corporate name, $5.
31        (q)  Filing an application to register the corporate name
32    of a foreign corporation, $50; and an annual renewal fee  for
33    the registered name, $50.
34        (r)  Filing   an   application   for  cancellation  of  a
 
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 1    registered name of a foreign corporation, $5.
 2        (s)  Filing a statement of correction, $25.
 3        (t)  Filing an election to accept this Act, $25.
 4        (u)  Filing any other statement or report, $5.
 5    (Source: P.A. 87-516; 88-691, eff. 1-24-95.)

 6        (805 ILCS 105/115.20) (from Ch. 32, par. 115.20)
 7        Sec. 115.20.  Expedited service fees.
 8        (a)  The Secretary of State may charge and collect a  fee
 9    for expedited services as follows:
10        Certificates of good standing or fact, $10;
11        All  filings,  copies of documents, annual reports for up
12    to 3 years, and copies of documents of dissolved corporations
13    having a file number over 5199, $25.
14        (b)  Expedited services shall  not  be  available  for  a
15    statement of correction, a petition for refund or adjustment,
16    or any request for copies involving more than 3 year's annual
17    reports  or  involving  dissolved  corporations  with  a file
18    number below 5200.
19        (c)  All moneys collected under  this  Section  shall  be
20    deposited  into  the  Department of Business Services Special
21    Operations Fund.  No other fees or taxes collected under this
22    Act shall be deposited into that Fund.
23        (d)  As used in this Section,  "expedited  services"  has
24    the meaning ascribed thereto in Section 15.95 of the Business
25    Corporation Act of 1983.
26    (Source: P.A. 91-463, eff. 1-1-00.)

27        Section 15.  The Limited Liability Company Act is amended
28    by  changing  Sections 1-10, 5-55, 15-5, 35-40, 35-50, 45-65,
29    50-10, and 50-50 as follows:

30        (805 ILCS 180/1-10)
31        Sec. 1-10.  Limited liability company name.
 
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 1        (a)  The name of each limited liability  company  as  set
 2    forth in its articles of organization:
 3             (1)  shall  contain  the  terms  "limited  liability
 4        company", "L.L.C.", or "LLC";
 5             (2)  may  not  contain  a  word  or  phrase,  or  an
 6        abbreviation  or  derivation thereof, the use of which is
 7        prohibited or restricted by any  other  statute  of  this
 8        State unless the restriction has been complied with;
 9             (3)  shall   consist   of  letters  of  the  English
10        alphabet, Arabic or Roman numerals, or symbols capable of
11        being readily reproduced by the Office of  the  Secretary
12        of State;
13             (4)  shall  not  contain any of the following terms:
14        "Corporation," "Corp.," "Incorporated,"  "Inc.,"  "Ltd.,"
15        "Co.," "Limited Partnership" or "L.P.";
16             (5)  shall  be  the  name  under  which  the limited
17        liability company transacts business in this State unless
18        the limited liability company also  elects  to  adopt  an
19        assumed  name or names as provided in this Act; provided,
20        however, that the limited liability company may  use  any
21        divisional  designation  or  trade name without complying
22        with the requirements of this Act, provided  the  limited
23        liability company also clearly discloses its name;
24             (6)  shall  not  contain  any  word  or  phrase that
25        indicates or implies that the limited  liability  company
26        is  authorized  or  empowered  to be in the business of a
27        corporate fiduciary unless  otherwise  permitted  by  the
28        Commissioner of the Office of Banks and Real Estate under
29        Section  1-9  of  the  Corporate Fiduciary Act.  The word
30        "trust", "trustee", or  "fiduciary"  may  be  used  by  a
31        limited  liability  company only if it has first complied
32        with Section 1-9 of the Corporate Fiduciary Act; and
33             (7)  shall contain the word  "trust",  if  it  is  a
34        limited  liability  company  organized for the purpose of
 
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 1        accepting and executing trusts.
 2        (b)  Nothing  in  this  Section  or  Section  1-20  shall
 3    abrogate or limit the common law or statutory law  of  unfair
 4    competition  or unfair trade practices, nor derogate from the
 5    common law or principles of equity or the  statutes  of  this
 6    State  or of the United States of America with respect to the
 7    right  to  acquire  and  protect  copyrights,  trade   names,
 8    trademarks,  service marks, service names, or any other right
 9    to the exclusive use of names or symbols.
10        (c)  The name shall not contain any word or  phrase  that
11    indicates  or  implies  that it is organized for any purposes
12    other than those permitted by this  Act  as  limited  by  its
13    articles of organization.
14        (d)  The  name  shall be distinguishable upon the records
15    in the Office of the Secretary  of  State  from  all  of  the
16    following:
17             (1)  Any limited liability company that has articles
18        of  organization  filed with the Secretary of State under
19        Section 5-5.
20             (2)  Any foreign limited liability company  admitted
21        to transact business in this State.
22             (3)  Any  name for which an exclusive right has been
23        reserved in the Office of the Secretary  of  State  under
24        Section 1-15.
25             (4)  Any  assumed  name  that is registered with the
26        Secretary of State under Section 1-20.
27             (5)  Any corporate name or assumed corporate name of
28        a  domestic  or  foreign  corporation  subject   to   the
29        provisions  of  Section  4.05 of the Business Corporation
30        Act of 1983 or Section 104.05  of  the  General  Not  For
31        Profit Corporation Act of 1986.
32        (e)  The  provisions  of  subsection  (d) of this Section
33    shall not apply if the organizer files with the Secretary  of
34    State  a  certified  copy  of  a  final  decree of a court of
 
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 1    competent jurisdiction establishing the prior  right  of  the
 2    applicant to the use of that name in this State.
 3        (f)  The  Secretary  of  State  shall determine whether a
 4    name is "distinguishable" from another name for the  purposes
 5    of  this  Act.   Without  excluding  other names that may not
 6    constitute distinguishable names in this State, a name is not
 7    considered distinguishable, for purposes of this Act,  solely
 8    because it contains one or more of the following:
 9             (1)  The word "limited", "liability" or "company" or
10        an abbreviation of one of those words.
11             (2)  Articles,      conjunctions,      contractions,
12        abbreviations,  or different tenses or number of the same
13        word.
14    (Source: P.A. 90-424, eff. 1-1-98.)

15        (805 ILCS 180/5-55)
16        Sec. 5-55.  Filing in Office of Secretary of State.
17        (a)  Whenever  any  provision  of  this  Act  requires  a
18    limited liability company  to  file  any  document  with  the
19    Office of the Secretary of State, the requirement means that:
20             (1)  the original document, executed as described in
21        Section 5-45, and, if required by this Act to be filed in
22        duplicate,  one  copy  (which  may  be a signed carbon or
23        photocopy) shall  be  delivered  to  the  Office  of  the
24        Secretary of State;
25             (2)  all  fees  and  charges authorized by law to be
26        collected by the Secretary of State  in  connection  with
27        the  filing  of  the  document  shall  be tendered to the
28        Secretary of State; and
29             (3)  unless the Secretary of State  finds  that  the
30        document  does  not conform to law, he or she shall, when
31        all fees have been paid:
32                  (A)  endorse on the original and  on  the  copy
33             the word "Filed" and the month, day, and year of the
 
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 1             filing thereof;
 2                  (B)  file  in his or her office the original of
 3             the document; and
 4                  (C)  return the copy to the person who filed it
 5             or to that person's representative.
 6        (b)  If  another  Section  of   this   Act   specifically
 7    prescribes a manner of filing or signing a specified document
 8    that  differs  from  the  corresponding  provisions  of  this
 9    Section,  then  the  provisions  of  the  other Section shall
10    govern.
11    (Source: P.A. 87-1062.)

12        (805 ILCS 180/15-5)
13        Sec. 15-5.  Operating agreement.
14        (a)  Except as otherwise provided in  subsection  (b)  of
15    this  Section, All members of a limited liability company may
16    enter into an operating agreement to regulate the affairs  of
17    the  company  and  the  conduct of its business and to govern
18    relations among the members, managers, and company.   To  the
19    extent  the  operating  agreement does not otherwise provide,
20    this Act governs relations among the members,  managers,  and
21    company.  Except  as  provided  in  subsection  (b)  of  this
22    Section,  an  operating agreement may modify any provision or
23    provisions of this Act governing relations among the members,
24    managers, and company.
25        (b)  The operating agreement may not:
26             (1)  unreasonably restrict a right to information or
27        access to records under Section 10-15;
28             (2)  vary the right to expel a member  in  an  event
29        specified in subdivision (6) of Section 35-45;
30             (3)  vary  the  requirement  to  wind up the limited
31        liability company's  business  in  a  case  specified  in
32        subdivisions (3) or (4) of Section 35-1;
33             (4)  restrict  rights  of  a  person,  other  than a
 
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 1        manager,   member,   and   transferee   of   a   member's
 2        distributional interest, under this Act;
 3             (5)  restrict the power of a  member  to  dissociate
 4        under  Section 35-50, although an operating agreement may
 5        determine  whether  a  dissociation  is  wrongful   under
 6        Section   35-50,   and  it  may  eliminate  or  vary  the
 7        obligation of the limited  liability company to  purchase
 8        the  dissociated  member's  distributional interest under
 9        Section 35-60;
10             (6)  eliminate  or  reduce  a   member's   fiduciary
11        duties, but may;
12                  (A)  identify  specific  types or categories of
13             activities that do not violate these duties, if  not
14             manifestly unreasonable; and
15                  (B)  specify   the   number  or  percentage  of
16             members or disinterested managers that may authorize
17             or ratify, after full disclosure  of  all  materials
18             facts,  a specific act or transaction that otherwise
19             would violate these duties; or
20             (7)  eliminate or  reduce  the  obligation  of  good
21        faith  and  fair  dealing under subsection (d) of Section
22        15-3, but  the  operating  agreement  may  determine  the
23        standards  by  which the performance of the obligation is
24        to be measured,  if  the  standards  are  not  manifestly
25        unreasonable.
26        (c)  In a limited liability company with only one member,
27    the operating agreement includes any of the following:
28             (1)  Any  writing,  without  regard  to  whether the
29        writing otherwise constitutes an  agreement,  as  to  the
30        company's affairs signed by the sole member.
31             (2)  Any  written  agreement  between the member and
32        the company as to the company's affairs.
33             (3)  Any agreement, which need not  be  in  writing,
34        between  the  member  and  the  company as to a company's
 
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 1        affairs, provided  that  the  company  is  managed  by  a
 2        manager who is a person other than the member.
 3    (Source: P.A. 90-424, eff. 1-1-98.)

 4        (805 ILCS 180/35-40)
 5        Sec.   35-40.    Reinstatement  following  administrative
 6    dissolution.
 7        (a)  A   limited   liability   company   administratively
 8    dissolved under  Section  35-25  may  be  reinstated  by  the
 9    Secretary  of  State  within  5  years  following the date of
10    issuance of the notice of dissolution upon the occurrence  of
11    all of the following:
12             (1)  The filing of an application for reinstatement.
13             (2)  The  filing  with the Secretary of State by the
14        limited liability company of all  reports  then  due  and
15        theretofore becoming due.
16             (3)  The  payment  to  the Secretary of State by the
17        limited liability company of all fees and penalties  then
18        due and theretofore becoming due.
19        (b)  The  application for reinstatement shall be executed
20    and filed in duplicate in accordance  with  Section  5-45  of
21    this Act and shall set forth all of the following:
22             (1)  The  name  of  the limited liability company at
23        the time of the issuance of the notice of dissolution.
24             (2)  If  the  name  is  not  available  for  use  as
25        determined by the Secretary  of  State  at  the  time  of
26        filing the application for reinstatement, the name of the
27        limited  liability  company as changed, provided that any
28        change of name is properly effected  under  Section  1-10
29        and Section 1-15 of this Act.
30             (3)  The   date   of   issuance  of  the  notice  of
31        dissolution.
32             (4)  The address, including  street  and  number  or
33        rural  route  number  of  the  registered  office  of the
 
SB725 Enrolled             -140-              LRB9206483REdvA
 1        limited liability company upon reinstatement thereof  and
 2        the name of its registered agent at that address upon the
 3        reinstatement  of the limited liability company, provided
 4        that any change from either the registered office or  the
 5        registered  agent  at the time of dissolution is properly
 6        reported under Section 1-35 of this Act.
 7        (c)  When  a  dissolved  limited  liability  company  has
 8    complied with the provisions of the Section, the Secretary of
 9    State shall file the application for issue a  certificate  of
10    reinstatement.
11        (d)  Upon  the  filing of the application for issuance of
12    the  certificate  of  reinstatement,  the  limited  liability
13    company existence shall be deemed to have  continued  without
14    interruption  from  the date of the issuance of the notice of
15    dissolution, and the limited liability  company  shall  stand
16    revived with the powers, duties, and obligations as if it had
17    not  been  dissolved;  and  all  acts  and proceedings of its
18    members or managers, acting or  purporting  to  act  in  that
19    capacity,  that  would  have been legal and valid but for the
20    dissolution, shall stand ratified and confirmed.
21    (Source: P.A. 87-1062.)

22        (805 ILCS 180/35-50)
23        Sec.  35-50.  Member's  power  to  dissociate;   wrongful
24    dissociation.
25        (a)  A  member  of a member-managed company has the power
26    to dissociate from a limited liability company at  any  time,
27    rightfully  or  wrongfully, by express will under subdivision
28    (1) of Section 35-45.  If an  operating  agreement  does  not
29    specify  in writing the time or the events upon the happening
30    of  which  a  member  of  a   manager-managed   company   may
31    dissociate,  a  member does not have the power, rightfully or
32    wrongfully,  to  dissociate  from  the  company  before   the
33    dissolution and winding up of the company.
 
SB725 Enrolled             -141-              LRB9206483REdvA
 1        (b)  The  member's  dissociation  from  a  member-managed
 2    limited liability company is wrongful only if it is in breach
 3    of an express provision of the agreement.
 4        (c)  A   member   who   wrongfully   dissociates  from  a
 5    member-managed limited liability company  is  liable  to  the
 6    company  and  to  the other members for damages caused by the
 7    dissociation.  The liability is  in  addition  to  any  other
 8    obligation  of  the  member  to  the  company or to the other
 9    members.
10        (d)  If a member-managed limited liability  company  does
11    not  dissolve  and  wind  up  its  business  as a result of a
12    member's wrongful dissociation under subsection (b)  of  this
13    Section,  damages  sustained  by the company for the wrongful
14    dissociation must be offset against  distributions  otherwise
15    due the member after the dissociation.
16        (e)  Unless   otherwise   provided   in   writing  in  an
17    agreement, a company whose original articles of  organization
18    were  filed  with  the Secretary of State and effective on or
19    before January 1, 2001, shall continue to be governed by this
20    Section in effect immediately prior to January 1,  2001,  and
21    shall not be governed by this Section.
22    (Source: P.A. 90-424, eff. 1-1-98.)

23        (805 ILCS 180/45-65)
24        Sec. 45-65.  Reinstatement following revocation.
25        (a)  A limited liability company whose admission has been
26    revoked   under  Section  45-35  may  be  reinstated  by  the
27    Secretary of State within  5  years  following  the  date  of
28    issuance of the certificate of revocation upon the occurrence
29    of all of the following:
30             (1)  The    filing    of    the    application   for
31        reinstatement.
32             (2)  The filing with the Secretary of State  by  the
33        limited  liability  company  of  all reports then due and
 
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 1        becoming due.
 2             (3)  The payment to the Secretary of  State  by  the
 3        limited  liability company of all fees and penalties then
 4        due and becoming due.
 5        (b)  The application for reinstatement shall be  executed
 6    and  filed  in  duplicate in accordance with Section 5-45 and
 7    shall set forth all of the following:
 8             (1)  The name of the limited  liability  company  at
 9        the time of the issuance of the notice of revocation.
10             (2)  If  the  name  is  not  available  for  use  as
11        determined  by  the  Secretary  of  State  at the time of
12        filing the application for reinstatement, the name of the
13        limited liability company as changed, provided  that  any
14        change  is  properly  effected  under  Sections  1-10 and
15        45-25.
16             (3)  The date of  the  issuance  of  the  notice  of
17        revocation.
18             (4)  The  address,  including  street  and number or
19        rural route  number  of  the  registered  office  of  the
20        limited liability company upon reinstatement and the name
21        of   its  registered  agent  at  that  address  upon  the
22        reinstatement of the limited liability company,  provided
23        that  any change from either the registered office or the
24        registered agent at the time of  revocation  is  properly
25        reported under Section 1-35.
26        (c)  When a limited liability company whose admission has
27    been  revoked  has  complied  with  the  provisions  of  this
28    Section,  the  Secretary  of State shall file the application
29    for issue a certificate of reinstatement.
30        (d)  Upon the filing of the application for  issuance  of
31    the  certificate  of  reinstatement: (i) the admission of the
32    limited liability company to transact business in this  State
33    shall  be  deemed to have continued without interruption from
34    the date of the issuance of the notice  of  revocation,  (ii)
 
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 1    the  limited  liability  company shall stand revived with the
 2    powers, duties, and obligations as if its admission  had  not
 3    been  revoked,  and  (iii)  all  acts  and proceedings of its
 4    members or managers, acting or  purporting  to  act  in  that
 5    capacity,  that  would  have been legal and valid but for the
 6    revocation, shall stand ratified and confirmed.
 7    (Source: P.A. 90-424, eff. 1-1-98.)

 8        (805 ILCS 180/50-10)
 9        Sec. 50-10.  Fees.
10        (a)  The Secretary of State shall charge and  collect  in
11    accordance   with  the  provisions  of  this  Act  and  rules
12    promulgated under its authority all of the following:
13             (1)  Fees for filing documents.
14             (2)  Miscellaneous charges.
15             (3)  Fees for the sale of lists of  filings,  copies
16        of  any  documents,  and  for  the sale or release of any
17        information.
18        (b)  The Secretary of State shall charge and collect  for
19    all of the following:
20             (1)  Filing  articles  of  organization  of  limited
21        liability companies (domestic), application for admission
22        (foreign),   and   restated   articles   of  organization
23        (domestic), $400.
24             (2)  Filing amendments:
25                  (A)  For other than change of registered  agent
26             name or registered office, or both, $100.
27                  (B)  For the purpose of changing the registered
28             agent name or registered office, or both, $25.
29             (3)  Filing  articles  of dissolution or application
30        for withdrawal, $100.
31             (4)  Filing an application to reserve a name, $300.
32             (5)  Renewal fee for reserved name, $100.
33             (6)  Filing a notice of a  transfer  of  a  reserved
 
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 1        name, $100.
 2             (7)  Registration of a name, $300.
 3             (8)  Renewal of registration of a name, $100.
 4             (9)  Filing  an  application  for  use of an assumed
 5        name under Section 1-20 of this Act, $150 $20 plus $5 for
 6        each year month or part thereof ending in 0  or  5,  $120
 7        for  each  year or part thereof ending in 1 or 6, $90 for
 8        each year or part thereof ending in 2 or 7, $60 for  each
 9        year  or part thereof ending in 3 or 8, $30 for each year
10        or part thereof ending in 4 or 9,  between  the  date  of
11        filing the application and the date of the renewal of the
12        assumed name; and a renewal for each assumed name, $300.
13             (10)  Filing an application for change of an assumed
14        name, $100.
15             (11)  Filing an annual report of a limited liability
16        company  or  foreign  limited liability company, $200, if
17        filed  as  required  by  this  Act,  plus  a  penalty  if
18        delinquent.
19             (12)  Filing an application for reinstatement  of  a
20        limited  liability  company  or foreign limited liability
21        company and for issuing a certificate  of  reinstatement,
22        $500.
23             (13)  Filing  Articles  of Merger, $100 plus $50 for
24        each party to  the  merger  in  excess  of  the  first  2
25        parties.
26             (14)  Filing an Agreement of Conversion or Statement
27        of Conversion, $100.
28             (15)  Filing any other document, $100.
29        (c)  The  Secretary of State shall charge and collect all
30    of the following:
31             (1)  For furnishing a copy or certified copy of  any
32        document,  instrument,  or  paper  relating  to a limited
33        liability company or foreign limited  liability  company,
34        $1  per  page,  but  not  less  than $25, and $25 for the
 
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 1        certificate and for affixing the seal thereto.
 2             (2)  For the transfer  of  information  by  computer
 3        process media to any purchaser, fees established by rule.
 4    (Source: P.A. 90-424, eff. 1-1-98.)

 5        (805 ILCS 180/50-50)
 6        Sec.  50-50.  Department  of  Business  Services  Special
 7    Operations Fund.
 8        (a)  A  special fund in the State treasury is created and
 9    shall be known as the Department of Business Services Special
10    Operations  Fund.  Moneys  deposited  into  the  Fund  shall,
11    subject to  appropriation,  be  used  by  the  Department  of
12    Business  Services  of  the Office of the Secretary of State,
13    hereinafter  "Department",  to  create   and   maintain   the
14    capability  to  perform  expedited  services  in  response to
15    special requests made by the public for same-day  or  24-hour
16    service.  Moneys  deposited  into the Fund shall be used for,
17    but not  limited  to,  expenditures  for  personal  services,
18    retirement, Social Security, contractual services, equipment,
19    electronic data processing, and telecommunications.
20        (b) The balance in the Fund at the end of any fiscal year
21    shall  not  exceed $400,000, and any amount in excess thereof
22    shall be transferred to the General Revenue Fund.
23        (c) All fees payable to the Secretary of State under this
24    Section shall be deposited into the Fund. No  other  fees  or
25    charges  taxes  collected  under  this Act shall be deposited
26    into the Fund.
27        (d) "Expedited services" means services  rendered  within
28    the  same  day, or within 24 hours from the time, the request
29    therefor  is  submitted  by  the  filer,  law  firm,  service
30    company,  or  messenger  physically  in  person  or,  at  the
31    Secretary of State's discretion, by electronic means, to  the
32    Department's  Springfield  Office  and  includes requests for
33    certified  copies,  photocopies,  and  certificates  of  good
 
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 1    standing made  to  the  Department's  Springfield  Office  in
 2    person  or by telephone, or requests for certificates of good
 3    standing made in person or by telephone to  the  Department's
 4    Chicago Office.
 5        (e) Fees for expedited services shall be as follows:
 6        Restated articles of organization, $100;
 7        Merger or conversion, $100;
 8        Articles of organization, $50;
 9        Articles of amendment, $50;
10        Reinstatement, $50;
11        Application for admission to transact business, $50;
12        Certificate  of  good  standing  or  abstract of computer
13    record, $10;
14        All other filings, copies of documents,  annual  reports,
15    and  copies  of  documents  of  dissolved  or revoked limited
16    liability companies, $25.
17    (Source: P.A. 91-463, eff. 1-1-00.)

18        Section 20.  The Uniform Partnership Act  is  amended  by
19    changing Section 8.1 as follows:

20        (805 ILCS 205/8.1)
21        Sec. 8.1.  Registered limited liability partnerships.
22        (a)  To  become  and  to continue as a registered limited
23    liability partnership, a  partnership  shall  file  with  the
24    Secretary  of  State an application or a renewal application,
25    as the case may be, stating the name of the partnership;  the
26    federal  employer  identification  number of the partnership;
27    the address  of  its  principal  office;  the  address  of  a
28    registered  office  and  the name and address of a registered
29    agent for  service  of  process  in  this  State,  which  the
30    partnership  is required to maintain; the number of partners;
31    a brief statement of the business in  which  the  partnership
32    engages,   including  the  four-digit  business  code  number
 
SB725 Enrolled             -147-              LRB9206483REdvA
 1    required on the  entity's  U.S.  Tax  Return;  and  that  the
 2    partnership  thereby  applies  for  status  or renewal of its
 3    status, as the case may be, as a registered limited liability
 4    partnership;  and  if  the  partnership  is  organized  as  a
 5    registered limited liability partnership under  the  laws  of
 6    another  state  or  other foreign jurisdiction, a document or
 7    documents sufficient under those laws to constitute  official
 8    certification  of  current  status  in  good  standing  as  a
 9    registered  limited  liability  partnership under the laws of
10    that state or jurisdiction.
11        (b)  The application  or  renewal  application  shall  be
12    executed  by a majority in interest of the partners or by one
13    or more partners authorized  to  execute  an  application  or
14    renewal application.
15        (c)  The   application   or  renewal  application  for  a
16    registered limited liability partnership organized under  the
17    laws  of this State shall be accompanied by a fee of $100 for
18    each partner, but in no event shall the fee be less than $200
19    or exceed $5,000.  The application for a  registered  limited
20    liability  partnership  organized  under  the laws of another
21    state or other  foreign  jurisdiction  shall  be  $500.   The
22    renewal   application  for  a  registered  limited  liability
23    partnership organized under the  laws  of  another  state  or
24    other  foreign  jurisdiction  shall  be  $300.  All such fees
25    shall  be  deposited  into  the  Division   of   Corporations
26    Registered Limited Liability Partnership Fund.
27        (d)  There  is  hereby  created  in  the State treasury a
28    special fund to be known  as  the  Division  of  Corporations
29    Registered   Limited  Liability  Partnership  Fund.    Moneys
30    deposited into the Fund shall, subject to  appropriation,  be
31    used  by  the Business Services Division of the Office of the
32    Secretary of State to administer the responsibilities of  the
33    Secretary  of  State under this Act.  The balance of the Fund
34    at the end of any fiscal year shall not exceed $200,000,  and
 
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 1    any  amount  in  excess  thereof  shall be transferred to the
 2    General Revenue Fund.
 3        (e)  The  Secretary  of  State  shall   register   as   a
 4    registered limited liability partnership, and shall renew the
 5    registration of any registered limited liability partnership,
 6    any  partnership  that  submits  a  completed  application or
 7    renewal application with the required fee.
 8        (f)  Registration  is   effective   at   the   time   the
 9    registration application is filed with the Secretary of State
10    or  at any later time, not more than 60 days after the filing
11    of   the   registration   application,   specified   in   the
12    application, for one year after the date  an  application  is
13    filed,  unless  voluntarily  withdrawn  by  filing  with  the
14    Secretary  of State a written withdrawal notice executed by a
15    majority in interest of  the  partners  or  by  one  or  more
16    partners  authorized  to execute a withdrawal notice together
17    with a filing fee of $100.  Registration, whether pursuant to
18    an original  application  or  a  renewal  application,  as  a
19    registered  limited  liability  partnership  is  renewed  if,
20    during  the  60  day  period  preceding  the date the initial
21    registration or renewed  registration  otherwise  would  have
22    expired,  the partnership files with the Secretary of State a
23    renewal application.  A renewed registration expires one year
24    after the date an original registration would have expired if
25    the last renewal of the registration had not occurred.
26        (g)  The status of a partnership as a registered  limited
27    liability  partnership shall not be affected by changes after
28    the filing of an application or a renewal application in  the
29    information stated in the application or renewal application.
30        (h)  The  Secretary  of  State  shall  provide  forms for
31    registration  application,  renewal  of   registration,   and
32    voluntary withdrawal notice.
33    (Source: P.A. 88-573, eff. 8-11-94; 88-691, eff. 1-24-95.)
 
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 1        Section  25.  The Revised Uniform Limited Partnership Act
 2    is amended by changing Sections 201, 210, 801, 1102, and 1111
 3    as follows:

 4        (805 ILCS 210/201) (from Ch. 106 1/2, par. 152-1)
 5        Sec. 201.  Certificate of Limited Partnership.
 6        (a)  In  order  to  form   a   limited   partnership,   a
 7    certificate of limited partnership must be executed and filed
 8    in  the  office  of  the Secretary of State in Springfield or
 9    Chicago.   Certificates  may  be  filed  in  such  additional
10    offices  as  the  Secretary  of  State  may  designate.   The
11    certificate shall set forth:
12             (1)  the name of the limited partnership;
13             (2)  the  purposes  for  which  the  partnership  is
14        formed, which may be stated to be,  or  to  include,  the
15        transaction  of  any  or  all lawful businesses for which
16        limited partnerships may be formed under this Act;
17             (3)  the address of the office at which the  records
18        required to be maintained by Section 104 are kept and the
19        name  of  its  registered  agent  and  the address of its
20        registered office required to be  maintained  by  Section
21        103;
22             (4)  the  name  and business address of each general
23        partner;
24             (5)  the aggregate amount of cash and a  description
25        and  statement of the aggregate agreed value of the other
26        property or services  contributed  by  the  partners  and
27        which the partners have agreed to contribute;
28             (6)  if  agreed  upon,  a  brief  statement  of  the
29        partners' membership and distribution rights;
30             (7)  the latest date, if any, upon which the limited
31        partnership is to dissolve;
32             (6) (8)  any other matters the partners determine to
33        include therein; and
 
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 1             (7)  (9)  any  other  information  the  Secretary of
 2        State shall by rule deem  necessary  to  administer  this
 3        Act.
 4        (b)  A  limited  partnership is formed at the time of the
 5    filing of the  certificate  of  limited  partnership  in  the
 6    office  of  the  Secretary of State or at any later time, not
 7    more than 60 days subsequent to the filing of the certificate
 8    of limited  partnership,  specified  in  the  certificate  of
 9    limited  partnership  if,  in  either  case,  there  has been
10    substantial compliance with the requirements of this Section.
11    (Source: P.A. 86-836.)

12        (805 ILCS 210/210)
13        Sec. 210.  Merger  of  limited  partnership  and  limited
14    liability company.
15        (a)  Under a plan of merger approved under subsection (c)
16    of  this  Section,  any  one or more limited partnerships may
17    merge into one of such limited partnerships or with  or  into
18    one  or  more  limited liability companies of this State, any
19    other state or states of the United States, or  the  District
20    of  Columbia, if the laws of the other state or states or the
21    District  of  Columbia  permit  the  merger.    The   limited
22    partnership or partnerships and the limited liability company
23    or  companies,  if  any,   may  merge  with or into a limited
24    partnership,  which  may  be  any  one   of   these   limited
25    partnerships,  or  they  may  merge  with  or  into a limited
26    liability company, which may be  any  one  of  these  limited
27    liability  companies, which shall be a limited partnership or
28    limited liability company of this State, any other  state  of
29    the United States, or the District of Columbia, which permits
30    the merger.
31        (b)  A   plan  of  merger  must  set  forth  all  of  the
32    following:
33             (1)  The name of each entity that is a party to  the
 
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 1        merger.
 2             (2)  The name of the surviving entity into which the
 3        other entity or entities will merge.
 4             (3)  The  type  of  organization  of  the  surviving
 5        entity.
 6             (4)  The terms and conditions of the merger.
 7             (5)  The   manner   and  basis  for  converting  the
 8        interests, obligations, or other securities of each party
 9        to the merger into interests, obligations, or  securities
10        of  the surviving entity, or into money or other property
11        in whole or in part.
12             (6)  The street address of  the  surviving  entity's
13        principal place of business.
14        (c)  The  plan  of  merger  required by subsection (b) of
15    this Section must be approved by each party to the merger  in
16    accordance with all of the following:
17             (1)  In  the case of a domestic limited partnership,
18        by all of the partners or by the number or percentage  of
19        the   partners  required  to  approve  a  merger  in  the
20        partnership agreement.
21             (2)  In the case of a limited liability company,  in
22        accordance  with  the  terms  of  the  limited  liability
23        company  operating  agreement,  if any, and in accordance
24        with the laws under which it was formed.
25        (d)  After a plan of merger is approved  and  before  the
26    merger  takes effect, the plan may be amended or abandoned as
27    provided in the plan of merger.
28        (e)  If a limited partnership or partnerships are merging
29    under this Section, the limited partnership  or  partnerships
30    and  the  limited  liability  company  or  companies that are
31    parties to the merger must sign the articles of merger.   The
32    articles  of  merger  shall  be delivered to the Secretary of
33    State of this State for filing.  The articles must set  forth
34    all of the following:
 
SB725 Enrolled             -152-              LRB9206483REdvA
 1             (1)  The  name  of  each limited partnership and the
 2        name and jurisdiction of  organization  of  each  limited
 3        liability company, if any, that is a party to the merger.
 4             (2)  For  each limited partnership that is to merge,
 5        the date its certificate of limited partnership was filed
 6        with the Secretary of State.
 7             (3)  That a plan of merger  has  been  approved  and
 8        signed  by  each  limited  partnership  and  each limited
 9        liability company, if any, that is a party to the merger.
10             (4)  The name and address of the  surviving  limited
11        partnership or surviving limited liability company.
12             (5)  The effective date of the merger.
13             (6)  If  a  limited  partnership  is  the  surviving
14        entity,   any  changes  in  its  certificate  of  limited
15        partnership that are necessary by reason of the merger.
16             (7)  If a party to the merger is a  foreign  limited
17        liability  company,  the  jurisdiction  and  date  of the
18        filing of its articles of organization and the date  when
19        its   application   for  authority  was  filed  with  the
20        Secretary of State of this State or,  if  an  application
21        has not been filed, a statement to that effect.
22             (8)  If  the  surviving  entity  is  not  a domestic
23        limited  partnership   or   limited   liability   company
24        organized under the laws of this State, an agreement that
25        the  surviving  entity may be served with process in this
26        State and is  subject  to  liability  in  any  action  or
27        proceeding  for  the  enforcement  of  any  liability  or
28        obligation  of any limited partnership previously subject
29        to suit in this State that  is  to  merge,  and  for  the
30        enforcement,  as  provided  in  this Act, of the right of
31        partners of any limited partnership  to  receive  payment
32        for their interest against the surviving entity.
33        (f)  The  merger  is  effective  upon  the  filing of the
34    articles of merger with the Secretary of State of this State,
 
SB725 Enrolled             -153-              LRB9206483REdvA
 1    or on a later date as specified in the articles of merger not
 2    later than 30 days subsequent to the filing of  the  plan  of
 3    merger under subsection (e) of this Section.
 4        (g)  Upon  the  merger  becoming  effective,  articles of
 5    merger shall act as  a  certificate  of  cancellation  for  a
 6    domestic  limited  partnership  which  is  not  the surviving
 7    entity of the merger.
 8        (h)  Upon the  merger  becoming  effective,  articles  of
 9    merger  may  operate  as  an  amendment to the certificate of
10    limited partnership of the limited partnership which  is  the
11    surviving entity of the merger.
12        (i)  When   any   merger  becomes  effective  under  this
13    Section:
14             (1)  the  separate   existence   of   each   limited
15        partnership  and  each limited liability company, if any,
16        that is a party to the merger, other than  the  surviving
17        entity, terminates;
18             (2)  all  property owned by each limited partnership
19        and each limited liability company, if  any,  that  is  a
20        party to the merger vests in the surviving entity;
21             (3)  all  debts,  liabilities, and other obligations
22        of each limited partnership and  each  limited  liability
23        company, if any, that is a party to the merger become the
24        obligations of the surviving entity;
25             (4)  an action or proceeding by or against a limited
26        partnership or limited liability company, if any, that is
27        a  party  to the merger may be continued as if the merger
28        had  not  occurred  or  the  surviving  entity   may   be
29        substituted as a party to the action or proceeding; and
30             (5)  except  as  prohibited  by  other  law, all the
31        rights, privileges, immunities, powers, and  purposes  of
32        each  limited  partnership  and  each  limited  liability
33        company,  if  any,  that is a party to the merger vest in
34        the surviving entity.
 
SB725 Enrolled             -154-              LRB9206483REdvA
 1        (j)  The Secretary of State of this State is an agent for
 2    service of process in an action  or  proceeding  against  the
 3    surviving  foreign  entity  to  enforce  an obligation of any
 4    party to a merger if the surviving foreign  entity  fails  to
 5    appoint  or  maintain  an  agent  designated  for  service of
 6    process in this State or the agent  for  service  of  process
 7    cannot  with  reasonable diligence be found at the designated
 8    office.  Service is effected under this subsection (j) at the
 9    earliest of:
10             (1)  the date  the  surviving  entity  receives  the
11        process, notice, or demand;
12             (2)  the date shown on the return receipt, if signed
13        on behalf of the surviving entity; or
14             (3)  5 days after its deposit in the mail, if mailed
15        postpaid and correctly addressed.
16        (k)  Service  under  subsection (j) of this Section shall
17    be made by the person instituting the action by doing all  of
18    the following:
19             (1)  Serving  on  the  Secretary  of  State  of this
20        State, or  on  any  employee  having  responsibility  for
21        administering  this  Act  in his or her office, a copy of
22        the process, notice, or demand, together with any  papers
23        required  by  law  to  be  delivered  in  connection with
24        service and paying the fee prescribed by  subsection  (b)
25        of Section 1102 of this Act.
26             (2)  Transmitting  notice  of  the  service  on  the
27        Secretary  of  State  of  this  State  and  a copy of the
28        process, notice, or demand and accompanying papers to the
29        surviving entity being served, by registered or certified
30        mail at the address set forth in the articles of merger.
31             (3)  Attaching an affidavit of compliance with  this
32        Section,  in substantially the form that the Secretary of
33        State of  this  State  may  by  rule  prescribe,  to  the
34        process, notice, or demand.
 
SB725 Enrolled             -155-              LRB9206483REdvA
 1        (l)  Nothing  contained  in  this  Section shall limit or
 2    affect the right to serve  any  process,  notice,  or  demand
 3    required  or  permitted  by  law  to be served upon a limited
 4    partnership in any other manner now or hereafter permitted by
 5    law.
 6        (m)  The Secretary of State of this State shall keep, for
 7    a period of 5 years from the date of service, a record of all
 8    processes, notices, and demands served upon him or her  under
 9    this Section and shall record the time of the service and the
10    person's action with reference to the service.
11        (n)  Except  as  provided  by  agreement with a person to
12    whom a general partner of a limited partnership is obligated,
13    a merger of a limited partnership that has  become  effective
14    shall  not affect any obligation or liability existing at the
15    time of  the  merger  of  a  general  partner  of  a  limited
16    partnership that is merging.
17        (o)  If a limited partnership is a constituent party to a
18    merger that has become effective, but the limited partnership
19    is  not  the  surviving entity of the merger, then a judgment
20    creditor of a general partner of the limited partnership  may
21    not  levy execution against the assets of the general partner
22    to satisfy a judgment based on a claim against the  surviving
23    entity of the merger unless:
24             (1)  a  judgment  based  on  the same claim has been
25        obtained against the surviving entity of the merger and a
26        writ of execution  on  the  judgment  has  been  returned
27        unsatisfied in whole or in part;
28             (2)  the  surviving entity of the merger is a debtor
29        in bankruptcy;
30             (3)  the  general  partner  has  agreed   that   the
31        creditor  need  not  exhaust  the  assets  of the limited
32        partnership that was not  the  surviving  entity  of  the
33        merger;
34             (4)  the   general   partner  has  agreed  that  the
 
SB725 Enrolled             -156-              LRB9206483REdvA
 1        creditor need not exhaust the  assets  of  the  surviving
 2        entity of the merger;
 3             (5)  a  court  grants  permission  to  the  judgment
 4        creditor  to  levy  execution  against  the assets of the
 5        general partner based on a finding that the assets of the
 6        surviving entity  of  the  merger  that  are  subject  to
 7        execution  are insufficient to satisfy the judgment, that
 8        exhaustion of the assets of the surviving entity  of  the
 9        merger  is  excessively  burdensome,  or  that  grant  of
10        permission  is  an  appropriate  exercise  of the court's
11        equitable powers; or
12             (6)  liability is imposed on the general partner  by
13        law  or  contract  independent  of  the  existence of the
14        surviving entity of the merger.
15    (Source: P.A. 90-424, eff. 1-1-98.)

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
 
SB725 Enrolled             -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;
 
SB725 Enrolled             -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
 
SB725 Enrolled             -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  Section  9-519  and  by  adding  Section  9-528  as
30    follows:

31        (810 ILCS 5/9-519)
32        (This Section may contain text from a Public Act  with  a
 
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 1    delayed effective date)
 2        Sec.   9-519.    Numbering,   maintaining,  and  indexing
 3    records; communicating information provided in records.
 4        (a)  Filing office duties.  For each record  filed  in  a
 5    filing office, the filing office shall:
 6             (1)  assign a unique number to the filed record;
 7             (2)  create  a  record,  which  may  be  electronic,
 8        microfilm,  or  otherwise, that bears the number assigned
 9        to the filed record and the date and time of filing;
10             (3)  maintain   the   filed   record   for    public
11        inspection; and
12             (4)  index  the  filed  record  in  accordance  with
13        subsections (c), (d), and (e).
14        (b)  File  number.   A file number assigned after January
15    1, 2002, must include a digit that:
16             (1)  is mathematically derived from  or  related  to
17        the other digits of the file number; and
18             (2)  aids the filing office in determining whether a
19        number   communicated  as  the  file  number  includes  a
20        single-digit or transpositional error.
21        (c)  Indexing:  general.  Except as otherwise provided in
22    subsections (d) and (e), the filing office shall:
23             (1)  index an initial financing statement  according
24        to  the  name  of  the debtor and index all filed records
25        relating to the initial financing statement in  a  manner
26        that  associates  with  one  another an initial financing
27        statement and all filed records relating to  the  initial
28        financing statement; and
29             (2)  index a record that provides a name of a debtor
30        which  was  not  previously  provided  in  the  financing
31        statement  to  which the record relates also according to
32        the name that was not previously provided.
33        (d)  Indexing:       real-property-related      financing
34    statement.  If a financing statement is filed  as  a  fixture
 
SB725 Enrolled             -161-              LRB9206483REdvA
 1    filing or covers as-extracted collateral or timber to be cut,
 2    it must be filed for record and the filing office shall index
 3    it:
 4             (1)  under the names of the debtor and of each owner
 5        of  record  shown  on  the financing statement as if they
 6        were the mortgagors under a mortgage of the real property
 7        described; and
 8             (2)  to the  extent  that  the  law  of  this  State
 9        provides  for  indexing of records of mortgages under the
10        name of the mortgagee, under  the  name  of  the  secured
11        party   as  if  the  secured  party  were  the  mortgagee
12        thereunder, or, if indexing is by description, as if  the
13        financing  statement  were  a record of a mortgage of the
14        real property described.
15        (e)  Indexing:  real-property-related assignment.   If  a
16    financing  statement  is  filed as a fixture filing or covers
17    as-extracted collateral or  timber  to  be  cut,  the  filing
18    office shall index an assignment filed under Section 9-514(a)
19    or an amendment filed under Section 9-514(b):
20             (1)  under the name of the assignor as grantor; and
21             (2)  to  the  extent  that  the  law  of  this State
22        provides for indexing a record of  the  assignment  of  a
23        mortgage  under  the name of the assignee, under the name
24        of the assignee.
25        (f)  Retrieval and association  capability.   The  filing
26    office shall maintain a capability:
27             (1)  to  retrieve a record by the name of the debtor
28        and by the file number assigned to the initial  financing
29        statement to which the record relates; and
30             (2)  to  associate  and retrieve with one another an
31        initial  financing  statement  and  each   filed   record
32        relating to the initial financing statement.
33        (g)  Removal of debtor's name.  The filing office may not
34    remove  a  debtor's  name from the index until one year after
 
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 1    the effectiveness of a financing statement naming the  debtor
 2    lapses  under  Section  9-515  with  respect  to  all secured
 3    parties of record.
 4        (h)  Timeliness of filing office performance.  The filing
 5    office shall perform the acts  required  by  subsections  (a)
 6    through  (e)  at  the  time  and  in the manner prescribed by
 7    filing-office rule, but not  later  than  two  business  days
 8    after the filing office receives the record in question.
 9        (i)  Inapplicability   to   real-property-related  filing
10    office.  Subsections (b) and (h) do not  apply  to  a  filing
11    office described in Section 9-501(a)(1).
12        (j)  Unless  a  statute  on disposition of public records
13    provides otherwise, if the filing officer has an  electronic,
14    microfilm,  or  other  image  record  to be maintained of the
15    financing statement,  continuation  statement,  statement  of
16    assignment,  statement  of release, termination statement, or
17    any other related document, he or she may remove and  destroy
18    the original paper submission.
19    (Source: P.A. 91-893, eff. 7-1-01.)

20        (810 ILCS 5/9-528 new)
21        Sec.  9-528.   Liability  of filing officer.  Neither the
22    filing officer nor any of the filing officer's  employees  or
23    agents  shall  be  subject to personal liability by reason of
24    any error or omission in the performance of  any  duty  under
25    this  Article  except  in  the  case  of  willful  and wanton
26    conduct.

27        Section 95.  No acceleration or delay.   Where  this  Act
28    makes changes in a statute that is represented in this Act by
29    text  that  is not yet or no longer in effect (for example, a
30    Section represented by multiple versions), the  use  of  that
31    text  does  not  accelerate or delay the taking effect of (i)
32    the changes made by this Act or (ii) provisions derived  from
 
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 1    any other Public Act.

 2        Section  99.   Effective  date.  This Act takes effect on
 3    July 1, 2001.

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