State of Illinois
92^nd General Assembly
Legislation

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92_SB0725eng

 
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 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 changes 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 Engrossed             -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,
 
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 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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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,
 
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 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
 
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 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
 
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 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
 
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 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 Engrossed             -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
 
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 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,
 
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 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,  or
 6    (3) 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
 
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 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
 
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 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
 
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 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
 
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 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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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 Engrossed             -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)  (Blank); Shall not contain any word  or  phrase
12        which  indicates  or  implies  that  the  corporation  is
13        organized  for any purpose other than a purpose for which
14        corporations may  be  organized  under  this  Act,  or  a
15        purpose other than a purpose set forth in its articles of
16        incorporation;
17             (3)  Shall  be  distinguishable  upon the records in
18        the the  office  of  the  Secretary  of  State  from  the
19        corporate  name or assumed corporate name of any domestic
20        corporation or limited liability company organized  under
21        the  Limited Liability Company Act, whether for profit or
22        not for profit, existing under any Act of this  State  or
23        the  name  or  assumed name of any foreign corporation or
24        foreign limited liability company  registered  under  the
25        Limited  Liability Company Act, whether for profit or not
26        for profit, authorized to transact  business  or  conduct
27        affairs  in  this State, or a name the exclusive right to
28        which is, at the time,  reserved  or  registered  in  the
29        manner  provided  in  this  Act  or  Section  1-15 of the
30        Limited Liability Company Act, except  that,  subject  to
31        the  discretion  of  the  Secretary  of  State, a foreign
32        corporation that has a name prohibited by this  paragraph
33        may  be  issued a certificate of authority to conduct its
34        affairs in this State, if the foreign corporation:
 
SB725 Engrossed             -94-              LRB9206483REdvA
 1                  (i)  Elects to  adopt  an  assumed  corporation
 2             name  or  names in accordance with Section 104.15 of
 3             this Act; and
 4                  (ii)  Agrees   in   its   application   for   a
 5             certificate of authority to conduct affairs in  this
 6             State  only  under  such  assumed  corporate name or
 7             names;
 8             (4)  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             (5)  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             (6)  Shall not contain the words "regular democrat,"
17        "regular  democratic,"  "regular republican," "democrat,"
18        "democratic," or "republican," nor the name of any  other
19        established  political  party, unless consent to usage of
20        such words or name is given to  the  corporation  by  the
21        State  central  committee  of  such established political
22        party; notwithstanding any other provisions of this  Act,
23        any  corporation,  whose name at the time this amendatory
24        Act takes effect contains any of the words listed in this
25        paragraph shall certify to  the  Secretary  of  State  no
26        later  than  January 1, 1989, that consent has been given
27        by the  State  central  committee;  consent  given  to  a
28        corporation  by  the  State  central committee to use the
29        above listed words may be revoked  upon  notification  to
30        the corporation and the Secretary of State; and
31             (7)  Shall  be  the name under which the corporation
32        shall  conduct  affairs  in   this   State   unless   the
33        corporation   shall   also  elect  to  adopt  an  assumed
34        corporate  name  or  names  as  provided  in  this   Act;
 
SB725 Engrossed             -95-              LRB9206483REdvA
 1        provided,  however,  that  the  corporation  may  use any
 2        divisional designation or trade  name  without  complying
 3        with   the   requirements   of  this  Act,  provided  the
 4        corporation also clearly discloses its corporate name.
 5        (b)  The Secretary of State  shall  determine  whether  a
 6    name  is  "distinguishable" from another name for purposes of
 7    this Act.   Without  excluding  other  names  which  may  not
 8    constitute distinguishable names in this State, a name is not
 9    considered  distinguishable, for purposes of this Act, solely
10    because it contains one or more of the following:
11             (1)  The     word     "corporation,"      "company,"
12        "incorporated," or "limited" or an abbreviation of one of
13        such words;
14             (2)  Articles,      conjunctions,      contractions,
15        abbreviations,  different  tenses  or  number of the same
16        word.
17        (c)  Nothing in this Section or Sections 104.15 or 104.20
18    of this Act shall:
19             (1)  Require any domestic  corporation  existing  or
20        any foreign corporation having a certificate of authority
21        on the effective date of this Act, to modify or otherwise
22        change  its  corporate name or assumed corporate name, if
23        any; or
24             (2)  Abrogate or limit the common law  or  statutory
25        law  of unfair competition or unfair trade practices, nor
26        derogate from the common law or principles of  equity  or
27        the  statutes  of this State or of the United States with
28        respect to the right to acquire and  protect  copyrights,
29        trade  names,  trade marks, service names, service marks,
30        or any other right  to  the  exclusive  use  of  name  or
31        symbols.
32    (Source: P.A. 85-1396.)

33        (805 ILCS 105/105.05) (from Ch. 32, par. 105.05)
 
SB725 Engrossed             -96-              LRB9206483REdvA
 1        Sec. 105.05.  Registered office and registered agent.
 2        (a)  Each   domestic   corporation   and   each   foreign
 3    corporation  having  a  certificate  of  authority to conduct
 4    affairs in this State shall have and continuously maintain in
 5    this State:
 6             (1)  A registered office which may be, but need  not
 7        be, the same as its place of business in this State.
 8             (2)  A  registered  agent, which agent may be either
 9        an individual, resident in  this  State,  whose  business
10        office  is  identical  with  such registered office, or a
11        domestic corporation for profit or a foreign  corporation
12        for  profit  authorized  to conduct affairs in this State
13        that is authorized by its articles  of  incorporation  to
14        act  as  such  agent,  having a business office identical
15        with such registered office.
16        (b)  The address, including street and number, if any, of
17    the initial registered office, and the name  of  the  initial
18    registered agent of each corporation organized under this Act
19    shall be stated in its articles of incorporation; and of each
20    foreign  corporation shall be stated in its application for a
21    certificate of authority to conduct affairs in this State.
22        (c)  In the event of dissolution of a corporation, either
23    voluntary, administrative, or judicial, the registered  agent
24    and  the  registered office of the corporation on record with
25    the Secretary of State on the date of  the  issuance  of  the
26    certificate  or  judgment of dissolution shall be an agent of
27    the corporation upon whom claims can be served or service  of
28    process  can  be  had  during  the  two year post-dissolution
29    period provided in Section 112.80 of this  Act,  unless  such
30    agent resigns or the corporation properly reports a change of
31    registered office or registered agent.
32        (d)  In  the  event  of  revocation  of  a certificate of
33    authority of a foreign corporation, the registered agent  and
34    the  registered  office of the corporation on record with the
 
SB725 Engrossed             -97-              LRB9206483REdvA
 1    Secretary of State  on  the  date  of  the  issuance  of  the
 2    certificate   of   revocation   shall  be  an  agent  of  the
 3    corporation upon whom claims can  be  served  or  service  of
 4    process can be had, unless such agent resigns.
 5    (Source: P.A. 84-1423.)

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

 6        (805 ILCS 105/105.20) (from Ch. 32, par. 105.20)
 7        Sec. 105.20.  Change of Address of Registered Agent.
 8        (a)  A registered agent may change  the  address  of  the
 9    registered  office  of  the  domestic  corporation  or of the
10    foreign corporation, for which he or she or it is  registered
11    agent,  to another address in this State, by so indicating in
12    the  statement  of  change  on  the  annual  report  of   the
13    corporation  filed  under  Section  114.10  of this Act or by
14    filing, in duplicate, in accordance with  Section  101.10  of
15    this Act a statement setting forth:
16             (1)  the name of the corporation;
17             (2)  the  address,  including  street and number, or
18        rural route number, of its then registered office;
19             (3)  the address, including street  and  number,  or
20        rural  route number, to which the registered office is to
21        be changed;
22             (4)  the name of its registered agent;
23             (5)  that the address of its registered  office  and
24        the  address  of  the  business  office of its registered
25        agent, as changed, will be identical.
26        (b)  Such statement shall be executed by  the  registered
27    agent.
28        (c)  The change of address of the registered office shall
29    become  effective  upon  the  filing of such statement by the
30    Secretary of State.
31    (Source: P.A. 85-1269.)

32        (805 ILCS 105/105.25) (from Ch. 32, par. 105.25)
 
SB725 Engrossed             -100-             LRB9206483REdvA
 1        Sec. 105.25.  Service of process on domestic  or  foreign
 2    corporation.
 3        (a)  Any process, notice, or demand required or permitted
 4    by  law to be served upon a domestic corporation or a foreign
 5    corporation having a  certificate  of  authority  to  conduct
 6    affairs   in  this  State  may  be  served  either  upon  the
 7    registered agent appointed by the  corporation  or  upon  the
 8    Secretary of State as provided in this Section.
 9        (b)  The   Secretary   of   State  shall  be  irrevocably
10    appointed as an agent of  a  domestic  corporation  or  of  a
11    foreign  corporation  having  a certificate of authority upon
12    whom any process, notice or demand may be served:
13             (1)  Whenever the corporation shall fail to  appoint
14        or maintain a registered agent in this State; or
15             (2)  Whenever  the  corporation's  registered  agent
16        cannot   with   reasonable  diligence  be  found  at  the
17        registered office in this State; or
18             (3)  When a domestic corporation has been dissolved,
19        the conditions of paragraph (1) or paragraph  (2)  exist,
20        and  an  action, suit or proceeding is instituted against
21        or affecting the corporation within the two  years  after
22        the  issuance  of  a  certificate  of  dissolution or the
23        filing of a judgment of dissolution; or
24             (4)  When the certificate of authority of a  foreign
25        corporation has been revoked.
26        (c)  Service under subsection (b) shall be made by:
27             (1)  Service  on  the  Secretary of State, or on any
28        clerk  having  charge   of   the   corporation   division
29        department  at  his  or  her  office,  of  a  copy of the
30        process, notice  or  demand,  together  with  any  papers
31        required  by  law  to  be  delivered  in  connection with
32        service, and a fee as prescribed  by  subsection  (b)  of
33        Section 115.15 of this Act;
34             (2)  Transmittal   by  the  person  instituting  the
 
SB725 Engrossed             -101-             LRB9206483REdvA
 1        action, suit or proceeding of notice of  the  service  on
 2        the  Secretary of State and a copy of the process, notice
 3        or demand and  accompanying  papers  to  the  corporation
 4        being served, by registered or certified mail:
 5                  (i)  At  the  last  registered  office  of  the
 6             corporation  as  shown by the records on file in the
 7             office of the Secretary of State; or
 8                  (ii)  At such address  the  use  of  which  the
 9             person  instituting  the  action, suit or proceeding
10             knows or, on the basis of  reasonable  inquiry,  has
11             reason to believe is most likely to result in actual
12             notice; and
13             (3)  Appendage by the person instituting the action,
14        suit  or  proceeding  of  an affidavit of compliance with
15        this Section in substantially such form as the  Secretary
16        of  State  may  by  rule  or regulation prescribe, to the
17        process, notice or demand.
18        (d)  Nothing herein contained shall limit or  affect  the
19    right  to  serve  any  process, notice, or demand required or
20    permitted by law to be served upon a corporation in any other
21    manner now or hereafter permitted by law.
22        (e)  The Secretary of State shall keep a  record  of  all
23    processes,  notices, and demands served upon him or her under
24    this Section, and shall  record  therein  the  time  of  such
25    service  and  his  or  her  action with reference thereto but
26    shall not be required to retain such information for a period
27    longer than five  years  from  his  or  her  receipt  of  the
28    service.
29    (Source: P.A. 84-1423.)

30        (805 ILCS 105/105.30) (from Ch. 32, par. 105.30)
31        Sec.  105.30.   Service of process on foreign corporation
32    not authorized  to  conduct  affairs  in  Illinois.   If  any
33    foreign  corporation  conducts  affairs in this State without
 
SB725 Engrossed             -102-             LRB9206483REdvA
 1    having  obtained  a  certificate  of  authority  to   conduct
 2    affairs,  it  shall  be  deemed  that  such  corporation  has
 3    designated  and  appointed the Secretary of State as an agent
 4    for process upon whom any notice, process or  demand  may  be
 5    served.   Service  on the Secretary of State shall be made in
 6    the manner set forth in subsection (c) of Section  105.25  of
 7    this Act.
 8    (Source: P.A. 84-1423.)

 9        (805 ILCS 105/108.75) (from Ch. 32, par. 108.75)
10        Sec.  108.75.   Indemnification  of  officers, directors,
11    employees and agents; insurance.
12        (a)  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, suit or proceeding,
15    whether  civil,  criminal,  administrative  or  investigative
16    (other than an action by or in the right of the  corporation)
17    by  reason  of  the fact that he or she is or was a director,
18    officer, employee or agent of the corporation, or who  is  or
19    was  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  expenses  (including  attorneys'  fees),  judgments,
23    fines and amounts paid in settlement actually and  reasonably
24    incurred  by such person in connection with such action, suit
25    or proceeding, if such person acted in good faith  and  in  a
26    manner he or she reasonably believed to be in, or not opposed
27    to,  the best interests of the corporation, and, with respect
28    to any criminal action or proceeding, had no reasonable cause
29    to believe his or her conduct was unlawful.  The  termination
30    of  any  action,  suit  or  proceeding  by  judgment,  order,
31    settlement,  conviction, or upon a plea of nolo contendere or
32    its equivalent, shall not, of itself,  create  a  presumption
33    that  the  person  did  not act in good faith and in a manner
 
SB725 Engrossed             -103-             LRB9206483REdvA
 1    which he or she reasonably believed to be in or  not  opposed
 2    to  the best interests of the corporation or, with respect to
 3    any criminal  action  or  proceeding,  that  the  person  had
 4    reasonable  cause  to  believe  that  his  or her conduct was
 5    unlawful.
 6        (b)  A corporation may indemnify any person who was or is
 7    a party,  or  is  threatened  to  be  made  a  party  to  any
 8    threatened,  pending or completed action or suit by or in the
 9    right of the corporation to procure a judgment in  its  favor
10    by  reason of the fact that such person is or was a director,
11    officer, employee or agent of the corporation, or is  or  was
12    serving  at  the  request  of  the corporation as a director,
13    officer,  employee   or   agent   of   another   corporation,
14    partnership,   joint  venture,  trust  or  other  enterprise,
15    against expenses (including  attorneys'  fees)  actually  and
16    reasonably  incurred  by  such  person in connection with the
17    defense or settlement of such action or suit, if such  person
18    acted  in  good  faith  and  in a manner he or she reasonably
19    believed to be in, or not opposed to, the best  interests  of
20    the  corporation,  provided  that no indemnification shall be
21    made in respect of any claim, issue or  matter  as  to  which
22    such  person  shall  have  been  adjudged  to  be  liable for
23    negligence or misconduct in the performance  of  his  or  her
24    duty  to the corporation, unless, and only to the extent that
25    the court in which such action  or  suit  was  brought  shall
26    determine  upon application that, despite the adjudication of
27    liability, but in view of all the circumstances of the  case,
28    such  person  is  fairly and reasonably entitled to indemnity
29    for such expenses as the court shall deem proper.
30        (c)  To the extent that a  present  or  former  director,
31    officer  or,  employee  or  agent  of  a corporation has been
32    successful, on the merits or otherwise, in the defense of any
33    action, suit or proceeding referred to in subsections (a) and
34    (b), or in defense of any claim,  issue  or  matter  therein,
 
SB725 Engrossed             -104-             LRB9206483REdvA
 1    such  person shall be indemnified against expenses (including
 2    attorneys' fees) actually and  reasonably  incurred  by  such
 3    person  in connection therewith, if that person acted in good
 4    faith and in a manner he or she reasonably believed to be in,
 5    or not opposed to, the best interests of the corporation.
 6        (d)  Any indemnification under subsections  (a)  and  (b)
 7    (unless  ordered by a court) shall be made by the corporation
 8    only as authorized in the specific case, upon a determination
 9    that indemnification  of  the  present  or  former  director,
10    officer,  employee  or  agent  is proper in the circumstances
11    because he or she has met the applicable standard of  conduct
12    set  forth  in  subsections  (a)  or (b).  Such determination
13    shall be made with respect to a person who is a  director  or
14    officer at the time of the determination: (1) by the majority
15    vote  of  the directors who are (1) by the board of directors
16    by a majority vote of a quorum consisting  of  directors  who
17    were  not  parties  to  such action, suit or proceeding, even
18    though less  than  a  quorum,  (2)  by  a  committee  of  the
19    directors  designated  by  a  majority vote of the directors,
20    even through less than a quorum, (3) if  there  are  no  such
21    directors,  or  if  the directors so direct, or (2) if such a
22    quorum is not obtainable, or even if obtainable, if a  quorum
23    of  disinterested  directors so directs, by independent legal
24    counsel in a written opinion,  or  (4)  (3)  by  the  members
25    entitled to vote, if any.
26        (e)  Expenses  (including attorney's fees) incurred by an
27    officer or director in defending a civil or criminal  action,
28    suit  or proceeding may be paid by the corporation in advance
29    of the final disposition of such action, suit or  proceeding,
30    as authorized by the board of directors in the specific case,
31    upon  receipt  of  an  undertaking  by  or  on  behalf of the
32    director or, officer, employee or agent to repay such amount,
33    unless it shall ultimately be determined that such person  he
34    or  she  is  entitled to be indemnified by the corporation as
 
SB725 Engrossed             -105-             LRB9206483REdvA
 1    authorized  in  this  Section.   Such   expenses   (including
 2    attorney's fees) incurred by former directors and officers or
 3    other  employees  and agents may be so paid on such terms and
 4    conditions, if any, as the corporation deems appropriate.
 5        (f)  The indemnification provided by  the  Section  shall
 6    not  be  deemed  exclusive of any other rights to which those
 7    seeking indemnification may  be  entitled  under  any  bylaw,
 8    agreement,  vote  of  members  or disinterested directors, or
 9    otherwise, both as to action in his or her official  capacity
10    and  as  to  action  in  another  capacity while holding such
11    office, and shall continue as to a person who has  ceased  to
12    be a director, officer, employee or agent, and shall inure to
13    the  benefit  of  the  heirs, executors and administrators of
14    such a person.
15        (g)  A corporation may purchase and maintain insurance on
16    behalf of any person who  is  or  was  a  director,  officer,
17    employee  or  agent  of  the  corporation,  or  who 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  any  liability  asserted  against  such  person  and
22    incurred  by such person in any such capacity, or arising out
23    of his or her status as such, whether or not the  corporation
24    would  have  the  power to indemnify such person against such
25    liability under the provisions of this Section.
26        (h)  In the case of a corporation with  members  entitled
27    to  vote,  if a corporation indemnifies has paid indemnity or
28    advances has advanced expenses under subsection (b)  of  this
29    Section  to  a  director  or, officer, employee or agent, the
30    corporation shall report the indemnification  or  advance  in
31    writing  to  the  members entitled to vote with or before the
32    notice of the next meeting of the members entitled to vote.
33        (i)  For purposes of this  Section,  references  to  "the
34    corporation"  shall  include,  in  addition  to the surviving
 
SB725 Engrossed             -106-             LRB9206483REdvA
 1    corporation,   any   merging   corporation   (including   any
 2    corporation  having  merged  with  a   merging   corporation)
 3    absorbed  in  a  merger  which, if its separate existence had
 4    continued,  would  have  had  the  power  and  authority   to
 5    indemnify  its  directors,  officers, employees or agents, so
 6    that any person who was  a  director,  officer,  employee  or
 7    agent  of  such  merging  corporation,  or was serving at the
 8    request of such merging corporation as a  director,  officer,
 9    employee  or agent of another corporation, partnership, joint
10    venture, trust or other enterprise, shall stand in  the  same
11    position under the provisions of this Section with respect to
12    the  surviving  corporation  as  such  person would have with
13    respect to such merging corporation if its separate existence
14    had continued.
15        (j)  For purposes of this Section, references  to  "other
16    enterprises" shall include employee benefit plans; references
17    to  "fines"  shall  include  any  excise  taxes assessed on a
18    person  with  respect  to  an  employee  benefit  plan;   and
19    references  to  "serving  at  the request of the corporation"
20    shall include any service as a director, officer, employee or
21    agent of the corporation which imposes duties on, or involves
22    services by such director, officer, employee, or  agent  with
23    respect  to  an  employee  benefit plan, its participants, or
24    beneficiaries.  A person who acted in good  faith  and  in  a
25    manner  he  or  she  reasonably  believed  to  be in the best
26    interests  of  the  participants  and  beneficiaries  of   an
27    employee  benefit  plan  shall  be  deemed to have acted in a
28    manner "not opposed to the best interests of the corporation"
29    as referred to in this Section.
30        (k)  The changes to this Section made by this  amendatory
31    Act  of  the  92nd  General  Assembly  apply  only to actions
32    commenced on or after the effective date of  this  amendatory
33    Act of the 92nd General Assembly.
34    (Source: P.A. 84-1423.)
 
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 1        (805 ILCS 105/110.30) (from Ch. 32, par. 110.30)
 2        Sec. 110.30.  Articles of amendment.
 3        (a)  Except  as  provided  in Section 110.40 of this Act,
 4    the articles of amendment shall  be  executed  and  filed  in
 5    duplicate  in  accordance with Section 101.10 of this Act and
 6    shall set forth:
 7             (1)  The name of the corporation;
 8             (2)  The text of each amendment adopted;
 9             (3)  If  the  amendment  was  adopted  pursuant   to
10        Section 110.15 of this Act:
11                  (i)  A  statement  that  the amendment received
12             the affirmative vote of a majority of the  directors
13             in  office,  at a meeting of the board of directors,
14             and the date of the meeting; or
15                  (ii)  A  statement  that  the   amendment   was
16             adopted  by  written  consent,  signed  by  all  the
17             directors  in  office,  in  compliance  with Section
18             108.45 of this Act;
19             (4)  If  the  amendment  was  adopted  pursuant   to
20        Section 110.20 of this Act:
21                  (i)  A statement that the amendment was adopted
22             at  a  meeting  of  members  entitled to vote by the
23             affirmative vote of the members having not less than
24             the minimum number of votes necessary to adopt  such
25             amendment,  as provided by this Act, the articles of
26             incorporation or the bylaws, and  the  date  of  the
27             meeting; or
28                  (ii)  A   statement   that  the  amendment  was
29             adopted  by  written  consent  signed   by   members
30             entitled  to  vote  having not less than the minimum
31             number of votes necessary to adopt  such  amendment,
32             as   provided   by   this   Act,   the  articles  of
33             incorporation, or the  bylaws,  in  compliance  with
34             Section 107.10 of this Act.
 
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 1             (5)  If  the  amendment  restates  the  articles  of
 2        incorporation, the amendment shall so state and shall set
 3        forth:
 4                  (i)  The text of the articles as restated;
 5                  (ii)  The date of incorporation, the name under
 6             which  the  corporation was incorporated, subsequent
 7             names, if any, that the corporation adopted pursuant
 8             to amendment of its articles of  incorporation,  and
 9             the effective date of any such amendments;
10                  (iii)  The address of the registered office and
11             the  name  of  the  registered  agent on the date of
12             filing the restated articles.
13                  The articles as restated must include  all  the
14             information  required  by  subsection (a) of Section
15             102.10 of this Act, except that  the  articles  need
16             not set forth the information required by paragraphs
17             3, 4 or 5 thereof.  If any provision of the articles
18             of  incorporation  is amended in connection with the
19             restatement, the articles of amendment shall clearly
20             identify such amendment.
21             (6)  If, pursuant to Section 110.35 of this Act, the
22        amendment is to become effective subsequent to  the  date
23        on  which the articles certificate of amendment are filed
24        is issued, the date on which the amendment is  to  become
25        effective.
26             (7)  If   the  amendment  revives  the  articles  of
27        incorporation  and  extends  the  period   of   corporate
28        duration,  the  amendment  shall  so  state and shall set
29        forth:
30                  (i)  The date the period  of  duration  expired
31             under the articles of incorporation;
32                  (ii)  A  statement  that the period of duration
33             will be perpetual, or, if a limited duration  is  to
34             be  provided,  the  date  to  which  the  period  of
 
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 1             duration is to be extended; and
 2                  (iii)  A  statement  that  the  corporation has
 3             been in continuous operation since before  the  date
 4             of expiration of its original period of duration.
 5        (b)  When  the  provisions  of  this  Section  have  been
 6    complied with, the Secretary of State shall file the articles
 7    issue a certificate of amendment.
 8    (Source: P.A. 84-1423.)

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

23        (805 ILCS 105/111.25) (from Ch. 32, par. 111.25)
24        Sec. 111.25.  Articles of merger or consolidation.
25        (a)  Articles  of  merger  or  consolidation   shall   be
26    executed  by  each  corporation  and  filed  in  duplicate in
27    accordance with Section 101.10 of  this  Act  and  shall  set
28    forth:
29             (1)  the name of each corporation;
30             (2)  the plan of merger or consolidation;
31             (3)  as to each corporation where the plan of merger
32        or  consolidation  was adopted pursuant Section 111.15 of
33        this Act:
 
SB725 Engrossed             -111-             LRB9206483REdvA
 1                  (i)  a statement that  the  plan  received  the
 2             affirmative  vote  of a majority of the directors in
 3             office, at a meeting of the board of directors,  and
 4             the date of the meeting; or
 5                  (ii)  a  statement that the plan was adopted by
 6             written consent, signed  by  all  the  directors  in
 7             office,  in  compliance  with Section 108.45 of this
 8             Act; and
 9             (4)  as to each corporation where the plan of merger
10        or consolidation was adopted pursuant Section  111.20  of
11        this Act:
12                  (i)  a statement that the plan was adopted at a
13             meeting  of  members  by  the  affirmative  vote  of
14             members  having  not less than the minimum number of
15             votes necessary to adopt the plan,  as  provided  by
16             this  Act,  the  articles  of  incorporation, or the
17             bylaws, and the date of the meeting; or
18                  (ii)  a statement that the plan was adopted  by
19             written  consent,  signed by members having not less
20             than the minimum number of votes necessary to  adopt
21             the  plan,  as provided by this Act, the articles of
22             incorporation or  the  bylaws,  in  compliance  with
23             Section 107.10 of this Act.
24        (b)  When  the  provisions  of  this  Section  have  been
25    complied with, the Secretary of State shall file the articles
26    issue a certificate of merger or consolidation.
27    (Source: P.A. 91-357, eff. 7-29-99.)

28        (805 ILCS 105/111.40) (from Ch. 32, par. 111.40)
29        Sec.  111.40.  Effective date of merger or consolidation.
30    The merger or consolidation shall become effective  upon  the
31    filing  of the articles issuance of the certificate of merger
32    or consolidation by the Secretary of  State  or  on  a  later
33    specified  date,  not  more  than  30  days subsequent to the
 
SB725 Engrossed             -112-             LRB9206483REdvA
 1    filing of the articles of merger or consolidation issuance of
 2    the certificate by the Secretary of State, as may be provided
 3    for in the plan.
 4    (Source: P.A. 88-151.)

 5        (805 ILCS 105/111.45) (from Ch. 32, par. 111.45)
 6        Sec. 111.45.  Recording of certificate  and  articles  of
 7    merger   or   consolidation.    The  articles  of  merger  or
 8    consolidation certificate of merger  with  the  copy  of  the
 9    articles  of merger affixed thereto by the Secretary of State
10    or the certificate of consolidation  with  the  copy  of  the
11    articles of consolidation affixed thereto by the Secretary of
12    State, shall be returned to the surviving or new corporation,
13    as  the  case  may  be,  or  to  its representative, and such
14    certificate and articles, or a  copy thereof certified by the
15    Secretary of State, shall be filed for record within the time
16    prescribed by Section 101.10 of this Act in the office of the
17    Recorder of each county in which  the  registered  office  of
18    each  merging  or  consolidating corporation may be situated,
19    and in the case of a consolidation,  in  the  office  of  the
20    Recorder  of the county in which the registered office of the
21    new corporation shall be situated.
22    (Source: P.A. 84-1423.)

23        (805 ILCS 105/112.20) (from Ch. 32, par. 112.20)
24        Sec. 112.20.  Articles of dissolution.
25        (a)  When a voluntary dissolution has been authorized  as
26    provided  by  this  Act,  articles  of  dissolution  shall be
27    executed and filed in duplicate in  accordance  with  Section
28    101.10 of this Act and shall set forth:
29             (1)  The name of the corporation.
30             (2)  The date dissolution was authorized.
31             (3)  A  post-office address to which may be mailed a
32        copy of any process against the corporation that  may  be
 
SB725 Engrossed             -113-             LRB9206483REdvA
 1        served on the Secretary of State.
 2             (4)  Where  dissolution  is  authorized  pursuant to
 3        Section 112.05 of this Act:
 4                  (i)  A statement that the dissolution  received
 5             the  affirmative vote of a majority of the directors
 6             in office, at a meeting of the board  of  directors,
 7             and the date of the meeting; or
 8                  (ii)  A  statement  that  the  dissolution  was
 9             adopted  by  written  consent,  signed  by  all  the
10             directors  in  office,  in  compliance  with Section
11             108.45 of this Act.
12             (5)  If the  dissolution  was  adopted  pursuant  to
13        Section 112.10 or 112.15 of this Act:
14                  (i)  A   statement  that  the  dissolution  was
15             adopted at a meeting of members by  the  affirmative
16             vote of the members having not less than the minimum
17             number  of votes necessary to adopt the dissolution,
18             as  provided  by   this   Act,   the   articles   of
19             incorporation,  or  the  bylaws, and the date of the
20             meeting; or
21                  (ii)  A  statement  that  the  dissolution  was
22             adopted by written consent, signed by members having
23             not less than the minimum number of votes  necessary
24             to  adopt  the dissolution, as provided by this Act,
25             the articles of incorporation,  or  the  bylaws,  in
26             compliance with Section 107.10 of this Act.
27        (b)  When  the  provisions  of  this  Section  have  been
28    complied with, the Secretary of State shall file the articles
29    issue a certificate of dissolution.
30        (c)  The  dissolution  is  effective  on  the date of the
31    filing of the articles issuance of the certificate thereof by
32    the Secretary of State.
33    (Source: P.A. 84-1423.)
 
SB725 Engrossed             -114-             LRB9206483REdvA
 1        (805 ILCS 105/112.25) (from Ch. 32, par. 112.25)
 2        Sec. 112.25.  Revocation of Dissolution.
 3        (a)  A corporation may revoke its dissolution  within  60
 4    days  of  its effective date if the corporation has not begun
 5    to distribute its assets or has not  commenced  a  proceeding
 6    for  court supervision of its winding up under Section 112.50
 7    of this Act.
 8        (b)  The corporation's board of directors may revoke  the
 9    dissolution  without  action  by  members entitled to vote on
10    dissolution.
11        (c)  Within  60  days  after  the  dissolution  has  been
12    revoked  by  the  corporation,  articles  of  revocation   of
13    dissolution  shall  be  executed  and  filed  in duplicate in
14    accordance with Section 101.10 of  this  Act  and  shall  set
15    forth:
16             (1)  The name of the corporation;
17             (2)  The  effective date of the dissolution that was
18        revoked;
19             (3)  A statement that the corporation has not  begun
20        to   distribute   its  assets  nor  has  it  commenced  a
21        proceeding for court supervision of its winding up;
22             (4)  The date  the  revocation  of  dissolution  was
23        authorized;
24             (5)  A  statement  that  the  corporation's board of
25        directors revoked the dissolution.
26        (d)  When  the  provisions  of  this  Section  have  been
27    complied with, the Secretary of State shall file the articles
28    issue a certificate of revocation of dissolution. Failure  to
29    file  the revocation of dissolution as required in subsection
30    (c) hereof shall not be grounds for the Secretary of State to
31    reject the filing, but the corporation filing beyond the time
32    period shall pay a penalty as prescribed by this Act.
33        (e)  The revocation of dissolution is  effective  on  the
34    date   of   the  filing  of  the  articles  issuance  of  the
 
SB725 Engrossed             -115-             LRB9206483REdvA
 1    certificate thereof by  the  Secretary  of  State  and  shall
 2    relate back and take effect as of the date of issuance of the
 3    certificate  of  dissolution  and  the corporation may resume
 4    conducting affairs as if dissolution had never occurred.
 5    (Source: P.A. 85-1269.)

 6        (805 ILCS 105/112.35) (from Ch. 32, par. 112.35)
 7        Sec. 112.35.  Grounds for administrative dissolution. The
 8    Secretary   of   State   may   dissolve    any    corporation
 9    administratively if:
10        (a)  It  has failed to file its annual report as required
11    by this Act before the first day of the anniversary month  of
12    the  corporation  of  the  year  in  which such annual report
13    becomes due;
14        (b)  It has failed to file in the office of the Secretary
15    of State any  report  after  the  expiration  of  the  period
16    prescribed in this Act for filing such report;
17        (c)  It  has failed to pay any fees or charges prescribed
18    by this Act;
19        (d)  (c)  It  has  failed  to  appoint  and  maintain   a
20    registered agent in this State; or
21        (e)  It  has  misrepresented  any  material matter in any
22    application, report, affidavit, or other  document  filed  by
23    the corporation pursuant to this Act; or
24        (f)  (d)  The  Secretary  of  State receives notification
25    from a local liquor commissioner, pursuant to Section  4-4(3)
26    of  "The  Liquor  Control  Act  of 1934," as now or hereafter
27    amended, that an organization incorporated under this Act and
28    functioning as a club has violated that  Act  by  selling  or
29    offering  for  sale  at  retail  alcoholic  liquors without a
30    retailer's license.
31    (Source: P.A. 84-1423.)

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

15        (805 ILCS 105/112.80) (from Ch. 32, par. 112.80)
16        Sec. 112.80.  Survival of remedy after dissolution.   The
17    dissolution of a corporation either (1) by filing articles of
18    dissolution  in  accordance  with Section 112.20 of this Act,
19    (2) (1) by the issuance of a certificate  of  dissolution  in
20    accordance  with  Section 112.40 of this Act by the Secretary
21    of State, (3) or (2)  by  a  judgment  of  dissolution  by  a
22    Circuit  Court of this State, or (4) (3) by expiration of its
23    period of duration, shall not take away nor impair any remedy
24    available to or  against  such  corporation,  its  directors,
25    members  or persons receiving distributions, for any right or
26    claim existing, or any  liability  incurred,  prior  to  such
27    dissolution   if   action  or  other  proceeding  thereon  is
28    commenced  within  two  years  after   the   date   of   such
29    dissolution.  Any such action or proceeding by or against the
30    corporation  may be prosecuted or defended by the corporation
31    in its corporate name.
32    (Source: P.A. 84-1423.)
 
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 1        (805 ILCS 105/113.05) (from Ch. 32, par. 113.05)
 2        Sec.  113.05.   Admission  of  foreign  corporation.    A
 3    foreign  corporation  organized  not  for  profit,  before it
 4    conducts  any  affairs  in  this  State,  shall   procure   a
 5    certificate  of  authority  so  to  do  from the Secretary of
 6    State.  A foreign corporation organized not for profit,  upon
 7    complying  with  the  provisions of this Act, may secure from
 8    the Secretary of State the  a  certificate  of  authority  to
 9    conduct  affairs  in this State.  A foreign corporation shall
10    not be denied a certificate of authority  by  reason  of  the
11    fact  that the laws of the state under which such corporation
12    is organized governing its organization and internal  affairs
13    differ  from  the laws of this State, and nothing in this Act
14    contained shall be  construed  to  authorize  this  State  to
15    regulate  the  organization  or  the internal affairs of such
16    corporation.
17    (Source: P.A. 84-1423.)

18        (805 ILCS 105/113.10) (from Ch. 32, par. 113.10)
19        Sec. 113.10.  Powers of foreign corporation.  No  foreign
20    corporation  shall  conduct in this State any affairs which a
21    corporation organized under the laws of  this  State  is  not
22    permitted to conduct.  A foreign corporation which shall have
23    received  a certificate of authority to conduct affairs under
24    this Act shall, until a certificate of  revocation  has  been
25    issued  or  an  application for of withdrawal shall have been
26    filed issued as provided in this Act, enjoy the same, but  no
27    greater,  rights  and  privileges  as  a domestic corporation
28    organized for the  purposes  set  forth  in  the  application
29    pursuant  to  which  such certificate of authority is granted
30    issued;  and,  except  as  in  Section  113.05  of  this  Act
31    otherwise provided  with  respect  to  the  organization  and
32    internal  affairs  of  a  foreign  corporation  and except as
33    elsewhere in this Act otherwise provided, shall be subject to
 
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 1    the same duties, restrictions, penalties, and liabilities now
 2    or hereafter imposed upon  a  domestic  corporation  of  like
 3    character.
 4    (Source: P.A. 84-1423.)

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

20        (805 ILCS 105/113.20) (from Ch. 32, par. 113.20)
21        Sec. 113.20.  Effect of certificate of  authority.   Upon
22    the  filing  of the application for issuance of a certificate
23    of authority by the Secretary of State, the corporation shall
24    have the right to conduct affairs in  this  State  for  those
25    purposes  set  forth in its application, subject, however, to
26    the right of this State  to  revoke  such  right  to  conduct
27    affairs in this State as provided in this Act.
28    (Source: P.A. 84-1423.)

29        (805 ILCS 105/113.25) (from Ch. 32, par. 113.25)
30        Sec.  113.25.   Change  of  name  by foreign corporation.
31    Whenever a foreign corporation which is admitted  to  conduct
32    affairs  in  this  State  shall  change its name to one under
 
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 1    which a certificate of authority to conduct affairs  in  this
 2    State would not be granted to it on application therefor, the
 3    authority  of  such  corporation  to  conduct affairs in this
 4    State shall be suspended and it shall not thereafter  conduct
 5    any  affairs in this State until it has changed its name to a
 6    name which is available to it under the laws of this State or
 7    until it has adopted an assumed corporate name in  accordance
 8    with Section 104.15 of this Act.
 9    (Source: P.A. 84-1423.)

10        (805 ILCS 105/113.30) (from Ch. 32, par. 113.30)
11        Sec.  113.30.   Amendment to articles of incorporation of
12    foreign corporation.  Each foreign corporation authorized  to
13    conduct  affairs  in  this  State,  whenever  its articles of
14    incorporation are amended, shall forthwith file in the office
15    of the Secretary of State  a  copy  of  such  amendment  duly
16    authenticated  by  the proper officer of the State or country
17    under the laws of which such corporation  is  organized;  but
18    the  filing  thereof shall not of itself enlarge or alter the
19    purpose or purposes which such corporation is  authorized  to
20    pursue  in  conducting  affairs  in this State, nor authorize
21    such corporation to conduct affairs in this State  under  any
22    other  name  than  the  name set forth in its application for
23    certificate of authority, nor  extend  the  duration  of  its
24    corporate existence.
25    (Source: P.A. 84-1423.)

26        (805 ILCS 105/113.35) (from Ch. 32, par. 113.35)
27        Sec. 113.35.  Merger of foreign corporation authorized to
28    conduct   affairs   in   this   state.   Whenever  a  foreign
29    corporation authorized to conduct affairs in this State shall
30    be a party to a statutory merger permitted by the laws of the
31    state or country  under  which  it  is  organized,  and  such
32    corporation  shall  be  the  surviving  corporation, it shall
 
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 1    forthwith file with the Secretary of  State  a  copy  of  the
 2    articles  of  merger duly authenticated by the proper officer
 3    of the  state  or  country  under  the  laws  of  which  such
 4    statutory  merger was effected; and it shall not be necessary
 5    for such corporation to procure either a new  or  an  amended
 6    certificate  of  authority  to  conduct affairs in this State
 7    unless the name of such corporation or the  duration  of  its
 8    corporate   existence   be  changed  thereby  or  unless  the
 9    corporation  desires  to  pursue  in  this  State  other   or
10    additional purposes than those which it is then authorized to
11    pursue in this State.
12    (Source: P.A. 84-1423.)

13        (805 ILCS 105/113.40) (from Ch. 32, par. 113.40)
14        Sec.   113.40.   Amended  certificate  of  authority.   A
15    foreign corporation authorized to  conduct  affairs  in  this
16    State  shall secure an amended certificate of authority to do
17    so in the event it changes its corporate  name,  changes  the
18    duration  of its corporate existence, or desires to pursue in
19    this State other or additional purposes than those set  forth
20    in  its  prior application for a certificate of authority, by
21    making application to the Secretary of State.
22        The application shall set forth:
23             (1)  The name of the corporation, with any additions
24        required in order to comply with Section 104.05  of  this
25        Act, together with the state or country under the laws of
26        which it is organized.
27             (2)  The change to be effected.
28    (Source: P.A. 88-151.)

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

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

 4        (805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
 5        Sec.  113.55.  Procedure for revocation of certificate of
 6    authority.
 7        (a)  After the Secretary of State determines that one  or
 8    more  grounds  exist under Section 113.50 of this Act for the
 9    revocation  of  a  certificate  of  authority  of  a  foreign
10    corporation, he or she shall send by  regular  mail  to  each
11    delinquent   corporation  a  Notice  of  Delinquency  to  its
12    registered office, or,  if  the  corporation  has  failed  to
13    maintain  a registered office, then to the president or other
14    principal officer at the last known office of said officer.
15        (b)  If the corporation  does  not  correct  the  default
16    within  90 days following such notice, the Secretary of State
17    shall thereupon revoke the certificate of  authority  of  the
18    corporation  by  issuing  a  certificate  of  revocation that
19    recites the grounds for revocation and  its  effective  date.
20    The  Secretary  of  State  shall  file  the  original  of the
21    certificate in his or  her  office,  mail  one  copy  to  the
22    corporation  at  its  registered office and file one copy for
23    record in the office of the Recorder of the county  in  which
24    the  registered  office  of  the corporation in this State is
25    situated, to be recorded by  such  Recorder.    The  Recorder
26    shall  submit  for  payment,  on  a  quarterly  basis, to the
27    Secretary of State the amount of filing fees incurred.
28        (c)  Upon the issuance of the certificate of  revocation,
29    the  authority  of the corporation to conduct affairs in this
30    State shall cease and  such  revoked  corporation  shall  not
31    thereafter conduct any affairs in this State.
32    (Source: P.A. 84-1423.)
 
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 1        (805 ILCS 105/113.60) (from Ch. 32, par. 113.60)
 2        Sec. 113.60.  Reinstatement following revocation.
 3        (a)  A  foreign  corporation revoked under Section 113.55
 4    of this Act may be  reinstated  by  the  Secretary  of  State
 5    within  five  years  following  the  date  of issuance of the
 6    certificate of revocation upon:
 7             (1)  The filing of an application for reinstatement;
 8             (2)  The filing with the Secretary of State  by  the
 9        corporation  of  all  reports  then  due  and theretofore
10        becoming due; and
11             (3)  The payment to the Secretary of  State  by  the
12        corporation  of  all  fees  and  penalties  then  due and
13        theretofore becoming due.
14        (b)  The application for reinstatement shall be  executed
15    and  filed  in duplicate in accordance with Section 101.10 of
16    this Act and shall set forth:
17             (1)  The name of the corporation at the time of  the
18        issuance of the certificate of revocation;
19             (2)  If  such  name  is  not  available  for  use as
20        determined by the Secretary  of  State  at  the  time  of
21        filing the application for reinstatement, the name of the
22        corporation  as  changed,  or  the assumed corporate name
23        which the corporation elects to adopt  for  use  in  this
24        State   in  accordance  with  Section  104.05;  provided,
25        however, that any change of  name  is  properly  effected
26        pursuant  to  Sections  113.30 and Section 113.40 of this
27        Act, and  any  adoption  of  assumed  corporate  name  is
28        properly effected pursuant to Section 104.15 of this Act;
29             (3)  The  date of the issuance of the certificate of
30        revocation; and
31             (4)  The address, including street  and  number,  or
32        rural  route  number,  of  the  registered  office of the
33        corporation upon reinstatement thereof, and the  name  of
34        its   registered   agent   at   such   address  upon  the
 
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 1        reinstatement of the corporation; provided, however, that
 2        any change from  either  the  registered  office  or  the
 3        registered  agent  at  the time of revocation is properly
 4        reported pursuant to Section 105.10 of this Act.
 5        (c)  When a revoked corporation  has  complied  with  the
 6    provisions of this Section, the Secretary of State shall file
 7    the application for issue a certificate of reinstatement.
 8        (d)  Upon  the  filing of the application for issuance of
 9    the  certificate  of  reinstatement,  the  authority  of  the
10    corporation to conduct affairs in this State shall be  deemed
11    to  have  continued without interruption from the date of the
12    issuance  of  the  certificate   of   revocation,   and   the
13    corporation  shall  stand  revived  as  if its certificate of
14    authority had not been revoked; and all acts and  proceedings
15    of  its officers, directors and members, acting or purporting
16    to act as such, which would have been legal and valid but for
17    such revocation, shall stand ratified and confirmed.
18    (Source: P.A. 85-1269.)

19        (805 ILCS 105/113.65) (from Ch. 32, par. 113.65)
20        Sec.  113.65.   Application  to  corporations  heretofore
21    qualified  to  conduct  affairs  in  this   state.    Foreign
22    corporations  which  have  been  duly  authorized  to conduct
23    affairs in this State at the time this Act takes effect,  for
24    a  purpose  or  purposes for which a corporation might secure
25    such  authority  under  this  Act,  shall,  subject  to   the
26    limitations  set  forth  in their respective applications for
27    certificates of authority, be entitled to all the rights  and
28    privileges   applicable  to  foreign  corporations  procuring
29    authority to conduct affairs in this State  under  this  Act,
30    and  from  the  time  this  Act takes effect such corporation
31    shall  be  subject  to  all  the  limitations,  restrictions,
32    liabilities,  and  duties  prescribed  herein   for   foreign
33    corporations  procuring  under  this Act authority to conduct
 
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 1    affairs in this State.
 2    (Source: P.A. 84-1423.)

 3        (805 ILCS 105/113.70) (from Ch. 32, par. 113.70)
 4        Sec. 113.70.  Conducting affairs without  certificate  of
 5    authority.  No foreign corporation conducting affairs in this
 6    state  without  a  certificate  of  authority  to  do  so  is
 7    permitted  to  maintain  a  civil action in any court of this
 8    State, until such corporation obtains such a  certificate  of
 9    authority.   Nor  shall  a  civil action be maintained in any
10    court of this State by any  successor  or  assignee  of  such
11    corporation  on  any  right,  claim  or demand arising out of
12    conducting affairs by such corporation in this State, until a
13    certificate of authority to conduct affairs in this State  is
14    obtained  by  such  corporation or by a corporation which has
15    acquired all or substantially all of its assets.  The failure
16    of a foreign corporation to obtain a certificate of authority
17    to conduct affairs in this State does not impair the validity
18    of any contract or act of  such  corporation,  and  does  not
19    prevent  such  corporation  from  defending any action in any
20    court of this State.
21    (Source: P.A. 84-1423.)

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

31        (805 ILCS 105/115.05) (from Ch. 32, par. 115.05)
32        Sec.  115.05.   Fees  and  charges  to  be  collected  by
33    Secretary of State.  The Secretary of State shall charge  and
 
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 1    collect in accordance with the provisions of this Act:
 2        (a)  Fees for filing documents and issuing certificates.
 3        (b)  Miscellaneous charges.
 4        (c)  Fees for filing annual reports.
 5    (Source: P.A. 84-1423.)

 6        (805 ILCS 105/115.10) (from Ch. 32, par. 115.10)
 7        Sec.  115.10.   Fees  for  filing  documents  and issuing
 8    certificates.   The  Secretary  of  State  shall  charge  and
 9    collect for:
10        (a)  Filing  articles  of  incorporation  and  issuing  a
11    certificate of incorporation, $50.
12        (b)  Filing  articles  of   amendment   and   issuing   a
13    certificate  of  amendment,  $25,  unless  the amendment is a
14    restatement of the articles of incorporation, in  which  case
15    the fee shall be $100.
16        (c)  Filing  articles  of  merger  or  consolidation  and
17    issuing a certificate of merger or consolidation, $25.
18        (d)  Filing articles of dissolution, $5.
19        (e)  Filing application to reserve a corporate name, $25.
20        (f)  Filing  a notice of transfer of a reserved corporate
21    name, $25.
22        (g)  Filing statement of change of address of  registered
23    office  or change of registered agent, or both, if other than
24    on an annual report, $5.
25        (h)  Filing an application of a foreign  corporation  for
26    certificate of authority to conduct affairs in this State and
27    issuing a certificate of authority, $50.
28        (i)  Filing  an  application of a foreign corporation for
29    amended certificate of authority to conduct affairs  in  this
30    State and issuing an amended certificate of authority, $25.
31        (j)  Filing  a  copy  of  amendment  to  the  articles of
32    incorporation of a foreign corporation holding a  certificate
33    of  authority  to  conduct affairs in this State, $25, unless
 
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 1    the  amendment  is  a  restatement   of   the   articles   of
 2    incorporation, in which case the fee shall be $100.
 3        (k)  Filing  a  copy  of  articles of merger of a foreign
 4    corporation holding a certificate  of  authority  to  conduct
 5    affairs in this State, $25.
 6        (l)  Filing  an  application  for  withdrawal  and  final
 7    report  or  a  copy  of articles of dissolution, of a foreign
 8    corporation and issuing a certificate of withdrawal, $5.
 9        (m)  Filing an annual report of  a  domestic  or  foreign
10    corporation, $5.
11        (n)  Filing   an   application  for  reinstatement  of  a
12    domestic or a foreign corporation, and issuing a  certificate
13    of reinstatement, $25.
14        (o)  Filing  an  application  for  use  or  change  of an
15    assumed corporate name, $150 $20 plus  $2.50  for  each  year
16    month or part thereof ending in 0 or 5, $120 for each year or
17    part  thereof  ending  in  1  or 6, $90 for each year or part
18    thereof ending in 2 or 7, $60 for each year or  part  thereof
19    ending in 3 or 8, $30 for each year or part thereof ending in
20    4  or  9,  between the date of filing the application and the
21    date of the renewal of the  assumed  corporate  name;  and  a
22    renewal fee for each assumed corporate name, $150.
23        (p)  Filing  an application for change or cancellation of
24    an assumed corporate name, $5.
25        (q)  Filing an application to register the corporate name
26    of a foreign corporation, $50; and an annual renewal fee  for
27    the registered name, $50.
28        (r)  Filing   an   application   for  cancellation  of  a
29    registered name of a foreign corporation, $5.
30        (s)  Filing a statement of correction, $25.
31        (t)  Filing an election to accept this Act, $25.
32        (u)  Filing any other statement or report, $5.
33    (Source: P.A. 87-516; 88-691, eff. 1-24-95.)
 
SB725 Engrossed             -133-             LRB9206483REdvA
 1        (805 ILCS 105/115.20) (from Ch. 32, par. 115.20)
 2        Sec. 115.20.  Expedited service fees.
 3        (a)  The Secretary of State may charge and collect a  fee
 4    for expedited services as follows:
 5        Certificates of good standing or fact, $10;
 6        All  filings,  copies of documents, annual reports for up
 7    to 3 years, and copies of documents of dissolved corporations
 8    having a file number over 5199, $25.
 9        (b)  Expedited services shall  not  be  available  for  a
10    statement of correction, a petition for refund or adjustment,
11    or any request for copies involving more than 3 year's annual
12    reports  or  involving  dissolved  corporations  with  a file
13    number below 5200.
14        (c)  All moneys collected under  this  Section  shall  be
15    deposited  into  the  Department of Business Services Special
16    Operations Fund.  No other fees or taxes collected under this
17    Act shall be deposited into that Fund.
18        (d)  As used in this Section,  "expedited  services"  has
19    the meaning ascribed thereto in Section 15.95 of the Business
20    Corporation Act of 1983.
21    (Source: P.A. 91-463, eff. 1-1-00.)

22        Section 15.  The Limited Liability Company Act is amended
23    by  changing  Sections 1-10, 5-55, 15-5, 35-40, 35-50, 45-65,
24    50-10, and 50-50 as follows:

25        (805 ILCS 180/1-10)
26        Sec. 1-10.  Limited liability company name.
27        (a)  The name of each limited liability  company  as  set
28    forth in its articles of organization:
29             (1)  shall  contain  the  terms  "limited  liability
30        company", "L.L.C.", or "LLC";
31             (2)  may  not  contain  a  word  or  phrase,  or  an
32        abbreviation  or  derivation thereof, the use of which is
 
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 1        prohibited or restricted by any  other  statute  of  this
 2        State unless the restriction has been complied with;
 3             (3)  shall   consist   of  letters  of  the  English
 4        alphabet, Arabic or Roman numerals, or symbols capable of
 5        being readily reproduced by the Office of  the  Secretary
 6        of State;
 7             (4)  shall  not  contain any of the following terms:
 8        "Corporation," "Corp.," "Incorporated,"  "Inc.,"  "Ltd.,"
 9        "Co.," "Limited Partnership" or "L.P.";
10             (5)  shall  be  the  name  under  which  the limited
11        liability company transacts business in this State unless
12        the limited liability company also  elects  to  adopt  an
13        assumed  name or names as provided in this Act; provided,
14        however, that the limited liability company may  use  any
15        divisional  designation  or  trade name without complying
16        with the requirements of this Act, provided  the  limited
17        liability company also clearly discloses its name;
18             (6)  shall  not  contain  any  word  or  phrase that
19        indicates or implies that the limited  liability  company
20        is  authorized  or  empowered  to be in the business of a
21        corporate fiduciary unless  otherwise  permitted  by  the
22        Commissioner of the Office of Banks and Real Estate under
23        Section  1-9  of  the  Corporate Fiduciary Act.  The word
24        "trust", "trustee", or  "fiduciary"  may  be  used  by  a
25        limited  liability  company only if it has first complied
26        with Section 1-9 of the Corporate Fiduciary Act; and
27             (7)  shall contain the word  "trust",  if  it  is  a
28        limited  liability  company  organized for the purpose of
29        accepting and executing trusts.
30        (b)  Nothing  in  this  Section  or  Section  1-20  shall
31    abrogate or limit the common law or statutory law  of  unfair
32    competition  or unfair trade practices, nor derogate from the
33    common law or principles of equity or the  statutes  of  this
34    State  or of the United States of America with respect to the
 
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 1    right  to  acquire  and  protect  copyrights,  trade   names,
 2    trademarks,  service marks, service names, or any other right
 3    to the exclusive use of names or symbols.
 4        (c)  The name shall not contain any word or  phrase  that
 5    indicates  or  implies  that it is organized for any purposes
 6    other than those permitted by this  Act  as  limited  by  its
 7    articles of organization.
 8        (d)  The  name  shall be distinguishable upon the records
 9    in the Office of the Secretary  of  State  from  all  of  the
10    following:
11             (1)  Any limited liability company that has articles
12        of  organization  filed with the Secretary of State under
13        Section 5-5.
14             (2)  Any foreign limited liability company  admitted
15        to transact business in this State.
16             (3)  Any  name for which an exclusive right has been
17        reserved in the Office of the Secretary  of  State  under
18        Section 1-15.
19             (4)  Any  assumed  name  that is registered with the
20        Secretary of State under Section 1-20.
21             (5)  Any corporate name or assumed corporate name of
22        a  domestic  or  foreign  corporation  subject   to   the
23        provisions  of  Section  4.05 of the Business Corporation
24        Act of 1983 or Section 104.05  of  the  General  Not  For
25        Profit Corporation Act of 1986.
26        (e)  The  provisions  of  subsection  (d) of this Section
27    shall not apply if the organizer files with the Secretary  of
28    State  a  certified  copy  of  a  final  decree of a court of
29    competent jurisdiction establishing the prior  right  of  the
30    applicant to the use of that name in this State.
31        (f)  The  Secretary  of  State  shall determine whether a
32    name is "distinguishable" from another name for the  purposes
33    of  this  Act.   Without  excluding  other names that may not
34    constitute distinguishable names in this State, a name is not
 
SB725 Engrossed             -136-             LRB9206483REdvA
 1    considered distinguishable, for purposes of this Act,  solely
 2    because it contains one or more of the following:
 3             (1)  The word "limited", "liability" or "company" or
 4        an abbreviation of one of those words.
 5             (2)  Articles,      conjunctions,      contractions,
 6        abbreviations,  or different tenses or number of the same
 7        word.
 8    (Source: P.A. 90-424, eff. 1-1-98.)

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

 6        (805 ILCS 180/15-5)
 7        Sec. 15-5.  Operating agreement.
 8        (a)  Except as otherwise provided in  subsection  (b)  of
 9    this  Section, All members of a limited liability company may
10    enter into an operating agreement to regulate the affairs  of
11    the  company  and  the  conduct of its business and to govern
12    relations among the members, managers, and company.   To  the
13    extent  the  operating  agreement does not otherwise provide,
14    this Act governs relations among the members,  managers,  and
15    company.  Except  as  provided  in  subsection  (b)  of  this
16    Section,  an  operating agreement may modify any provision or
17    provisions of this Act governing relations among the members,
18    managers, and company.
19        (b)  The operating agreement may not:
20             (1)  unreasonably restrict a right to information or
21        access to records under Section 10-15;
22             (2)  vary the right to expel a member  in  an  event
23        specified in subdivision (6) of Section 35-45;
24             (3)  vary  the  requirement  to  wind up the limited
25        liability company's  business  in  a  case  specified  in
26        subdivisions (3) or (4) of Section 35-1;
27             (4)  restrict  rights  of  a  person,  other  than a
28        manager,   member,   and   transferee   of   a   member's
29        distributional interest, under this Act;
30             (5)  restrict the power of a  member  to  dissociate
31        under  Section 35-50, although an operating agreement may
32        determine  whether  a  dissociation  is  wrongful   under
33        Section   35-50,   and  it  may  eliminate  or  vary  the
 
SB725 Engrossed             -138-             LRB9206483REdvA
 1        obligation of the limited  liability company to  purchase
 2        the  dissociated  member's  distributional interest under
 3        Section 35-60;
 4             (6)  eliminate  or  reduce  a   member's   fiduciary
 5        duties, but may;
 6                  (A)  identify  specific  types or categories of
 7             activities that do not violate these duties, if  not
 8             manifestly unreasonable; and
 9                  (B)  specify   the   number  or  percentage  of
10             members or disinterested managers that may authorize
11             or ratify, after full disclosure  of  all  materials
12             facts,  a specific act or transaction that otherwise
13             would violate these duties; or
14             (7)  eliminate or  reduce  the  obligation  of  good
15        faith  and  fair  dealing under subsection (d) of Section
16        15-3, but  the  operating  agreement  may  determine  the
17        standards  by  which the performance of the obligation is
18        to be measured,  if  the  standards  are  not  manifestly
19        unreasonable.
20        (c)  In a limited liability company with only one member,
21    the operating agreement includes any of the following:
22             (1)  Any  writing,  without  regard  to  whether the
23        writing otherwise constitutes an  agreement,  as  to  the
24        company's affairs signed by the sole member.
25             (2)  Any  written  agreement  between the member and
26        the company as to the company's affairs.
27             (3)  Any agreement, which need not  be  in  writing,
28        between  the  member  and  the  company as to a company's
29        affairs, provided  that  the  company  is  managed  by  a
30        manager who is a person other than the member.
31    (Source: P.A. 90-424, eff. 1-1-98.)

32        (805 ILCS 180/35-40)
33        Sec.   35-40.    Reinstatement  following  administrative
 
SB725 Engrossed             -139-             LRB9206483REdvA
 1    dissolution.
 2        (a)  A   limited   liability   company   administratively
 3    dissolved under  Section  35-25  may  be  reinstated  by  the
 4    Secretary  of  State  within  5  years  following the date of
 5    issuance of the notice of dissolution upon the occurrence  of
 6    all of the following:
 7             (1)  The filing of an application for reinstatement.
 8             (2)  The  filing  with the Secretary of State by the
 9        limited liability company of all  reports  then  due  and
10        theretofore becoming due.
11             (3)  The  payment  to  the Secretary of State by the
12        limited liability company of all fees and penalties  then
13        due and theretofore becoming due.
14        (b)  The  application for reinstatement shall be executed
15    and filed in duplicate in accordance  with  Section  5-45  of
16    this Act and shall set forth all of the following:
17             (1)  The  name  of  the limited liability company at
18        the time of the issuance of the notice of dissolution.
19             (2)  If  the  name  is  not  available  for  use  as
20        determined by the Secretary  of  State  at  the  time  of
21        filing the application for reinstatement, the name of the
22        limited  liability  company as changed, provided that any
23        change of name is properly effected  under  Section  1-10
24        and Section 1-15 of this Act.
25             (3)  The   date   of   issuance  of  the  notice  of
26        dissolution.
27             (4)  The address, including  street  and  number  or
28        rural  route  number  of  the  registered  office  of the
29        limited liability company upon reinstatement thereof  and
30        the name of its registered agent at that address upon the
31        reinstatement  of the limited liability company, provided
32        that any change from either the registered office or  the
33        registered  agent  at the time of dissolution is properly
34        reported under Section 1-35 of this Act.
 
SB725 Engrossed             -140-             LRB9206483REdvA
 1        (c)  When  a  dissolved  limited  liability  company  has
 2    complied with the provisions of the Section, the Secretary of
 3    State shall file the application for issue a  certificate  of
 4    reinstatement.
 5        (d)  Upon  the  filing of the application for issuance of
 6    the  certificate  of  reinstatement,  the  limited  liability
 7    company existence shall be deemed to have  continued  without
 8    interruption  from  the date of the issuance of the notice of
 9    dissolution, and the limited liability  company  shall  stand
10    revived with the powers, duties, and obligations as if it had
11    not  been  dissolved;  and  all  acts  and proceedings of its
12    members or managers, acting or  purporting  to  act  in  that
13    capacity,  that  would  have been legal and valid but for the
14    dissolution, shall stand ratified and confirmed.
15    (Source: P.A. 87-1062.)

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

17        (805 ILCS 180/45-65)
18        Sec. 45-65.  Reinstatement following revocation.
19        (a)  A limited liability company whose admission has been
20    revoked  under  Section  45-35  may  be  reinstated  by   the
21    Secretary  of  State  within  5  years  following the date of
22    issuance of the certificate of revocation upon the occurrence
23    of all of the following:
24             (1)  The   filing    of    the    application    for
25        reinstatement.
26             (2)  The  filing  with the Secretary of State by the
27        limited liability company of all  reports  then  due  and
28        becoming due.
29             (3)  The  payment  to  the Secretary of State by the
30        limited liability company of all fees and penalties  then
31        due and becoming due.
32        (b)  The  application for reinstatement shall be executed
33    and filed in duplicate in accordance with  Section  5-45  and
 
SB725 Engrossed             -142-             LRB9206483REdvA
 1    shall set forth all of the following:
 2             (1)  The  name  of  the limited liability company at
 3        the time of the issuance of the notice of revocation.
 4             (2)  If  the  name  is  not  available  for  use  as
 5        determined by the Secretary  of  State  at  the  time  of
 6        filing the application for reinstatement, the name of the
 7        limited  liability  company as changed, provided that any
 8        change is  properly  effected  under  Sections  1-10  and
 9        45-25.
10             (3)  The  date  of  the  issuance  of  the notice of
11        revocation.
12             (4)  The address, including  street  and  number  or
13        rural  route  number  of  the  registered  office  of the
14        limited liability company upon reinstatement and the name
15        of  its  registered  agent  at  that  address  upon   the
16        reinstatement  of the limited liability company, provided
17        that any change from either the registered office or  the
18        registered  agent  at  the time of revocation is properly
19        reported under Section 1-35.
20        (c)  When a limited liability company whose admission has
21    been  revoked  has  complied  with  the  provisions  of  this
22    Section, the Secretary of State shall  file  the  application
23    for issue a certificate of reinstatement.
24        (d)  Upon  the  filing of the application for issuance of
25    the certificate of reinstatement: (i) the  admission  of  the
26    limited  liability company to transact business in this State
27    shall be deemed to have continued without  interruption  from
28    the  date  of  the issuance of the notice of revocation, (ii)
29    the limited liability company shall stand  revived  with  the
30    powers,  duties,  and obligations as if its admission had not
31    been revoked, and (iii)  all  acts  and  proceedings  of  its
32    members  or  managers,  acting  or  purporting to act in that
33    capacity, that would have been legal and valid  but  for  the
34    revocation, shall stand ratified and confirmed.
 
SB725 Engrossed             -143-             LRB9206483REdvA
 1    (Source: P.A. 90-424, eff. 1-1-98.)

 2        (805 ILCS 180/50-10)
 3        Sec. 50-10.  Fees.
 4        (a)  The  Secretary  of State shall charge and collect in
 5    accordance  with  the  provisions  of  this  Act  and   rules
 6    promulgated under its authority all of the following:
 7             (1)  Fees for filing documents.
 8             (2)  Miscellaneous charges.
 9             (3)  Fees  for  the sale of lists of filings, copies
10        of any documents, and for the  sale  or  release  of  any
11        information.
12        (b)  The  Secretary of State shall charge and collect for
13    all of the following:
14             (1)  Filing  articles  of  organization  of  limited
15        liability companies (domestic), application for admission
16        (foreign),  and   restated   articles   of   organization
17        (domestic), $400.
18             (2)  Filing amendments:
19                  (A)  For  other than change of registered agent
20             name or registered office, or both, $100.
21                  (B)  For the purpose of changing the registered
22             agent name or registered office, or both, $25.
23             (3)  Filing articles of dissolution  or  application
24        for withdrawal, $100.
25             (4)  Filing an application to reserve a name, $300.
26             (5)  Renewal fee for reserved name, $100.
27             (6)  Filing  a  notice  of  a transfer of a reserved
28        name, $100.
29             (7)  Registration of a name, $300.
30             (8)  Renewal of registration of a name, $100.
31             (9)  Filing an application for  use  of  an  assumed
32        name under Section 1-20 of this Act, $150 $20 plus $5 for
33        each  year  month  or part thereof ending in 0 or 5, $120
 
SB725 Engrossed             -144-             LRB9206483REdvA
 1        for each year or part thereof ending in 1 or 6,  $90  for
 2        each  year or part thereof ending in 2 or 7, $60 for each
 3        year or part thereof ending in 3 or 8, $30 for each  year
 4        or  part  thereof  ending  in 4 or 9, between the date of
 5        filing the application and the date of the renewal of the
 6        assumed name; and a renewal for each assumed name, $300.
 7             (10)  Filing an application for change of an assumed
 8        name, $100.
 9             (11)  Filing an annual report of a limited liability
10        company or foreign limited liability  company,  $200,  if
11        filed  as  required  by  this  Act,  plus  a  penalty  if
12        delinquent.
13             (12)  Filing  an  application for reinstatement of a
14        limited liability company or  foreign  limited  liability
15        company  and  for issuing a certificate of reinstatement,
16        $500.
17             (13)  Filing Articles of Merger, $100 plus  $50  for
18        each  party  to  the  merger  in  excess  of  the first 2
19        parties.
20             (14)  Filing an Agreement of Conversion or Statement
21        of Conversion, $100.
22             (15)  Filing any other document, $100.
23        (c)  The Secretary of State shall charge and collect  all
24    of the following:
25             (1)  For  furnishing a copy or certified copy of any
26        document, instrument, or  paper  relating  to  a  limited
27        liability  company  or foreign limited liability company,
28        $1 per page, but not less  than  $25,  and  $25  for  the
29        certificate and for affixing the seal thereto.
30             (2)  For  the  transfer  of  information by computer
31        process media to any purchaser, fees established by rule.
32    (Source: P.A. 90-424, eff. 1-1-98.)

33        (805 ILCS 180/50-50)
 
SB725 Engrossed             -145-             LRB9206483REdvA
 1        Sec.  50-50.  Department  of  Business  Services  Special
 2    Operations Fund.
 3        (a) A special fund in the State treasury is  created  and
 4    shall be known as the Department of Business Services Special
 5    Operations  Fund.  Moneys  deposited  into  the  Fund  shall,
 6    subject  to  appropriation,  be  used  by  the  Department of
 7    Business Services of the Office of the  Secretary  of  State,
 8    hereinafter   "Department",   to   create  and  maintain  the
 9    capability to  perform  expedited  services  in  response  to
10    special  requests  made by the public for same-day or 24-hour
11    service. Moneys deposited into the Fund shall  be  used  for,
12    but  not  limited  to,  expenditures  for  personal services,
13    retirement, Social Security, contractual services, equipment,
14    electronic data processing, and telecommunications.
15        (b) The balance in the Fund at the end of any fiscal year
16    shall not exceed $400,000, and any amount in  excess  thereof
17    shall be transferred to the General Revenue Fund.
18        (c) All fees payable to the Secretary of State under this
19    Section  shall  be  deposited into the Fund. No other fees or
20    charges taxes collected under this  Act  shall  be  deposited
21    into the Fund.
22        (d)  "Expedited  services" means services rendered within
23    the same day, or within 24 hours from the time,  the  request
24    therefor  is  submitted  by  the  filer,  law  firm,  service
25    company,  or  messenger  physically  in  person  or,  at  the
26    Secretary  of State's discretion, by electronic means, to the
27    Department's Springfield Office  and  includes  requests  for
28    certified  copies,  photocopies,  and  certificates  of  good
29    standing  made  to  the  Department's  Springfield  Office in
30    person or by telephone, or requests for certificates of  good
31    standing  made  in person or by telephone to the Department's
32    Chicago Office.
33        (e) Fees for expedited services shall be as follows:
34        Restated articles of organization, $100;
 
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 1        Merger or conversion, $100;
 2        Articles of organization, $50;
 3        Articles of amendment, $50;
 4        Reinstatement, $50;
 5        Application for admission to transact business, $50;
 6        Certificate of good  standing  or  abstract  of  computer
 7    record, $10;
 8        All  other  filings, copies of documents, annual reports,
 9    and copies of  documents  of  dissolved  or  revoked  limited
10    liability companies, $25.
11    (Source: P.A. 91-463, eff. 1-1-00.)

12        Section  20.  The  Uniform  Partnership Act is amended by
13    changing Section 8.1 as follows:

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

28        Section 25.  The Revised Uniform Limited Partnership  Act
29    is amended by changing Sections 201, 210, 801, 1102, and 1111
30    as follows:

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

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

10        (805 ILCS 210/801) (from Ch. 106 1/2, par. 158-1)
11        Sec.   801.    Dissolution.   A  limited  partnership  is
12    dissolved  and  its  affairs  shall  be  wound  up  upon  the
13    happening of the first to occur of the following:
14        (a)  at  the  time  or  upon  the  happening  of   events
15    specified in the partnership agreement;
16        (b)  written consent of all partners;
17        (c)  an  event  of withdrawal of a general partner unless
18    at the time there is at least one other general  partner  and
19    the partnership agreement permits the business of the limited
20    partnership to be carried on by the remaining general partner
21    and  that partner does so, but the limited partnership is not
22    dissolved and is not required to be wound up by reason of any
23    event of withdrawal, if, within 90 days after the withdrawal,
24    all partners  (or  such  lesser  number  of  partners  as  is
25    provided  for  in  the  written provisions of the partnership
26    agreement) agree in writing to continue the business  of  the
27    limited  partnership  and  to  the appointment of one or more
28    additional general partners if necessary or desired; or
29        (d)  entry of a  decree  of  judicial  dissolution  under
30    Section 802.
31    (Source: P.A. 86-836.)

32        (805 ILCS 210/1102) (from Ch. 106 1/2, par. 161-2)
 
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 1        Sec.  1102.   Fees.   (a)  The  Secretary  of State shall
 2    charge and collect in accordance with the provisions of  this
 3    Act and rules promulgated pursuant to its authority:
 4        (1)  fees for filing documents;
 5        (2)  miscellaneous charges;
 6        (3)  fees for the sale of lists of filings, copies of any
 7    documents, and for the sale or release of any information.
 8        (b)  The Secretary of State shall charge and collect for:
 9        (1)  filing    certificates    of   limited   partnership
10    (domestic), certificates  of  admission  (foreign),  restated
11    certificates  of limited partnership (domestic), and restated
12    certificates of admission (foreign), $75;
13        (2)  filing certificates to be governed by this Act, $25;
14        (3)  filing amendments  and  certificates  of  amendment,
15    $25;
16        (4)  filing certificates of cancellation, $25;
17        (5)  filing  an  application  for  use  or  change  of an
18    assumed name pursuant to Section 108 of this  Act,  $150  $20
19    plus $2.50 for each year month or part thereof ending in 0 or
20    5,  $120  for each year or part thereof ending in 1 or 6, $90
21    for each year or part thereof ending in 2 or 7, $60 for  each
22    year  or  part thereof ending in 3 or 8, $30 for each year or
23    part thereof ending in 4 or 9, between  the  date  of  filing
24    such  application  and the date of the renewal of the assumed
25    name; and a renewal fee for each assumed name, $150;
26        (6)  filing a renewal report of  a  domestic  or  foreign
27    limited  partnership,  $15  if filed as required by this Act,
28    plus $100 penalty if delinquent;
29        (7)  filing  an  application  for  reinstatement   of   a
30    domestic  or  foreign  limited partnership, and for issuing a
31    certificate of reinstatement, $100;
32        (8)  filing any other document, $5.
33        (c)  The Secretary of State shall charge and collect:
34        (1)  for furnishing a  copy  or  certified  copy  of  any
 
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 1    document,  instrument or paper relating to a domestic limited
 2    partnership or foreign limited partnership,  $.50  per  page,
 3    but  not  less  than  $5,  and $5 for the certificate and for
 4    affixing the seal thereto; and
 5        (2)  for the transfer of information by computer  process
 6    media to any purchaser, fees established by rule.
 7    (Source: P.A. 86-820.)

 8        (805 ILCS 210/1111)
 9        Sec.   1111.  Department  of  Business  Services  Special
10    Operations Fund.
11        (a) A special fund in the State Treasury is  created  and
12    shall be known as the Department of Business Services Special
13    Operations  Fund.  Moneys  deposited  into  the  Fund  shall,
14    subject  to  appropriation,  be  used  by  the  Department of
15    Business Services of the Office of the  Secretary  of  State,
16    hereinafter   "Department",   to   create  and  maintain  the
17    capability to  perform  expedited  services  in  response  to
18    special  requests  made by the public for same day or 24 hour
19    service. Moneys deposited into the Fund shall  be  used  for,
20    but  not  limited  to,  expenditures  for  personal services,
21    retirement, social security contractual services,  equipment,
22    electronic data processing, and telecommunications.
23        (b) The balance in the Fund at the end of any fiscal year
24    shall  not  exceed  $400,000 and any amount in excess thereof
25    shall be transferred to the General Revenue Fund.
26        (c) All fees payable to the Secretary of State under this
27    Section shall be deposited into the Fund. No  other  fees  or
28    charges  taxes  collected  under  this Act shall be deposited
29    into the 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
 
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 1    Secretary of State's discretion, by electronic means, to  the
 2    Department's   Springfield   Office  or  Chicago  Office  and
 3    includes requests  for  certified  copies,  photocopies,  and
 4    certificates  of  existence  or  abstracts of computer record
 5    made to the Department's Springfield Office in person  or  by
 6    telephone,  or  requests  for  certificates  of  existence or
 7    abstracts of computer record made in person or  by  telephone
 8    to the Department's Chicago Office.
 9        (e) Fees for expedited services shall be as follows:
10        Merger or conversion, $100;
11        Certificate of limited partnership, $50;
12        Certificate of amendment, $50;
13        Reinstatement, $50;
14        Application for admission to transact business, $50;
15        Certificate of cancellation of admission, $50;
16        Certificate  of existence or abstract of computer record,
17    $10.
18        All other filings, copies of documents, biennial  renewal
19    reports,   and   copies  of  documents  of  canceled  limited
20    partnerships, $25.
21    (Source: P.A. 91-463, eff. 1-1-00.)

22        Section 30.  The Uniform Commercial Code  is  amended  by
23    changing  Section  9-519  and  by  adding  Section  9-528  as
24    follows:

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

14        (810 ILCS 5/9-528 new)
15        Sec. 9-528.  Liability of filing  officer.   Neither  the
16    filing  officer  nor any of the filing officer's employees or
17    agents shall be subject to personal liability  by  reason  of
18    any  error  or  omission in the performance of any duty under
19    this Article  except  in  the  case  of  willful  and  wanton
20    conduct.

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

28        Section 99.  Effective date.  This Act  takes  effect  on
29    July 1, 2001.

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