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Public Act 92-0033
SB725 Enrolled LRB9206483REdvA
AN ACT concerning business organizations.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Business Corporation Act of 1983 is
amended by changing Sections 1.10, 1.80, 2.10, 2.15, 2.20,
4.05, 5.05, 5.10, 5.20, 5.25, 5.30, 8.75, 9.20, 10.30, 10.35,
11.25, 11.30, 11.39, 11.40, 11.45, 12.20, 12.25, 12.35,
12.45, 12.80, 13.05, 13.10, 13.15, 13.20, 13.25, 13.30,
13.35, 13.40, 13.45, 13.50, 13.55, 13.60, 13.70, 14.05,
14.35, 15.10, 15.50, 15.55, 15.65, 15.70, 15.75, and 15.95 as
follows:
(805 ILCS 5/1.10) (from Ch. 32, par. 1.10)
Sec. 1.10. Forms, execution, acknowledgment and filing.
(a) All reports required by this Act to be filed in the
office of the Secretary of State shall be made on forms which
shall be prescribed and furnished by the Secretary of State.
Forms for all other documents to be filed in the office of
the Secretary of State shall be furnished by the Secretary of
State on request therefor, but the use thereof, unless
otherwise specifically prescribed in this Act, shall not be
mandatory.
(b) Whenever any provision of this Act specifically
requires any document to be executed by the corporation in
accordance with this Section, unless otherwise specifically
stated in this Act and subject to any additional provisions
of this Act, such document shall be executed, in ink, as
follows:
(1) The articles of incorporation, and any other
document to be filed before the election of the initial board
of directors if the initial directors were not named in the
articles of incorporation, shall be signed by the
incorporator or incorporators.
(2) All other documents shall be signed:
(i) By the president, a vice-president, the secretary,
an assistant secretary, the treasurer, or other officer duly
authorized by the board of directors of the corporation to
execute the document; or (i) By the president or a
vice-president and verified by him or her, and attested by
the secretary or an assistant secretary (or by such officers
as may be duly authorized to exercise the duties,
respectively, ordinarily exercised by the president or
vice-president and by the secretary or assistant secretary of
a corporation); or
(ii) If it shall appear from the document that there are
no such officers, then by a majority of the directors or by
such directors as may be designated by the board; or
(iii) If it shall appear from the document that there
are no such officers or directors, then by the holders of
record, or such of them as may be designated by the holders
of record of a majority of all outstanding shares; or
(iv) By the holders of all outstanding shares; or
(v) If the corporate assets are in the possession of a
receiver, trustee or other court appointed officer, then by
the fiduciary or the majority of them if there are more than
one.
(c) The name of a person signing the document and the
capacity in which he or she signs shall be stated beneath or
opposite his or her signature.
(d) Whenever any provision of this Act requires any
document to be verified, such requirement is satisfied by
either:
(1) The formal acknowledgment by the person or one of
the persons signing the instrument that it is his or her act
and deed or the act and deed of the corporation, as the case
may be, and that the facts stated therein are true. Such
acknowledgment shall be made before a person who is
authorized by the law of the place of execution to take
acknowledgments of deeds and who, if he or she has a seal of
office, shall affix it to the instrument.
(2) The signature, without more, of the person or
persons signing the instrument, in which case such signature
or signatures shall constitute the affirmation or
acknowledgment of the signatory, under penalties of perjury,
that the instrument is his or her act and deed or the act and
deed of the corporation, as the case may be, and that the
facts stated therein are true.
(e) Whenever any provision of this Act requires any
document to be filed with the Secretary of State or in
accordance with this Section, such requirement means that:
(1) The original signed document, and if in duplicate or
triplicate as provided by this Act, one or two true copy
copies, which may be signed, carbon or photocopy photo
copies, shall be delivered to the office of the Secretary of
State.
(2) All fees, taxes and charges authorized by law to be
collected by the Secretary of State in connection with the
filing of the document shall be tendered to the Secretary of
State.
(3) If the Secretary of State finds that the document
conforms to law, he or she shall, when all fees, taxes and
charges have been paid as in this Act prescribed:
(i) Endorse on the original and on the each true copy,
if any, the word "filed" and the month, day and year thereof;
(ii) File the original in his or her office;
(iii) (Blank) Where so provided by this Act, issue a
certificate or certificates, as the case may be, to which he
or she shall affix the true copy or true copies; or
(iv) If the filing is in duplicate, he or she shall
return one true copy, with a certificate, if any, affixed
thereto, to the corporation or its representative who shall
file such document for record in the office of the recorder
of the county in which the registered office of the
corporation is situated in this State within 15 days after
the mailing thereof by the Secretary of State, unless such
document cannot with reasonable diligence be filed within
such time, in which case it shall be filed as soon thereafter
as may be reasonably possible. , or
(v) If the filing is in triplicate, he or she shall
return one true copy, with a certificate, if any, affixed
thereto, to the corporation or its representative and file
the second true copy in the office of the recorder of the
county in which the registered office of the corporation is
situated in this State, to be recorded by such recorder.
(f) If another Section of this Act specifically
prescribes a manner of filing or executing a specified
document which differs from the corresponding provisions of
this Section, then the provisions of such other Section shall
govern.
(Source: P.A. 84-924.)
(805 ILCS 5/1.80) (from Ch. 32, par. 1.80)
Sec. 1.80. Definitions. As used in this Act, unless the
context otherwise requires, the words and phrases defined in
this Section shall have the meanings set forth herein.
(a) "Corporation" or "domestic corporation" means a
corporation subject to the provisions of this Act, except a
foreign corporation.
(b) "Foreign corporation" means a corporation for profit
organized under laws other than the laws of this State, but
shall not include a banking corporation organized under the
laws of another state or of the United States, a foreign
banking corporation organized under the laws of a country
other than the United States and holding a certificate of
authority from the Commissioner of Banks and Real Estate
issued pursuant to the Foreign Banking Office Act, or a
banking corporation holding a license from the Commissioner
of Banks and Real Estate issued pursuant to the Foreign Bank
Representative Office Act.
(c) "Articles of incorporation" means the original
articles of incorporation, including the articles of
incorporation of a new corporation set forth in the articles
of consolidation, and all amendments thereto, whether
evidenced by articles of amendment, articles of merger,
articles of exchange, statement of correction affecting
articles, resolution establishing series of shares or a
statement of cancellation under Section 9.05. Restated
articles of incorporation shall supersede the original
articles of incorporation and all amendments thereto prior to
the effective date of filing the articles of amendment
incorporating the restated articles of incorporation.
(d) "Subscriber" means one who subscribes for shares in
a corporation, whether before or after incorporation.
(e) "Incorporator" means one of the signers of the
original articles of incorporation.
(f) "Shares" means the units into which the proprietary
interests in a corporation are divided.
(g) "Shareholder" means one who is a holder of record of
shares in a corporation.
(h) "Certificate" representing shares means a written
instrument executed by the proper corporate officers, as
required by Section 6.35 of this Act, evidencing the fact
that the person therein named is the holder of record of the
share or shares therein described. If the corporation is
authorized to issue uncertificated shares in accordance with
Section 6.35 of this Act, any reference in this Act to shares
represented by a certificate shall also refer to
uncertificated shares and any reference to a certificate
representing shares shall also refer to the written notice in
lieu of a certificate provided for in Section 6.35.
(i) "Authorized shares" means the aggregate number of
shares of all classes which the corporation is authorized to
issue.
(j) "Paid-in capital" means the sum of the cash and
other consideration received, less expenses, including
commissions, paid or incurred by the corporation, in
connection with the issuance of shares, plus any cash and
other consideration contributed to the corporation by or on
behalf of its shareholders, plus amounts added or transferred
to paid-in capital by action of the board of directors or
shareholders pursuant to a share dividend, share split, or
otherwise, minus reductions as provided elsewhere in this
Act. Irrespective of the manner of designation thereof by
the laws under which a foreign corporation is or may be
organized, paid-in capital of a foreign corporation shall be
determined on the same basis and in the same manner as
paid-in capital of a domestic corporation, for the purpose of
computing license fees, franchise taxes and other charges
imposed by this Act.
(k) "Net assets", for the purpose of determining the
right of a corporation to purchase its own shares and of
determining the right of a corporation to declare and pay
dividends and make other distributions to shareholders is
equal to the difference between the assets of the corporation
and the liabilities of the corporation.
(l) "Registered office" means that office maintained by
the corporation in this State, the address of which is on
file in the office of the Secretary of State, at which any
process, notice or demand required or permitted by law may be
served upon the registered agent of the corporation.
(m) "Insolvent" means that a corporation is unable to
pay its debts as they become due in the usual course of its
business.
(n) "Anniversary" means that day each year exactly one
or more years after:
(1) the date on the certificate of filing the
articles of incorporation prescribed by issued under
Section 2.10 of this Act, in the case of a domestic
corporation;
(2) the date on the certificate of filing the
application for authority prescribed by issued under
Section 13.15 of this Act, in the case of a foreign
corporation; or
(3) the date on the certificate of filing the
articles of consolidation prescribed by issued under
Section 11.25 of this Act in the case of a consolidation,
unless the plan of consolidation provides for a delayed
effective date, pursuant to Section 11.40.
(o) "Anniversary month" means the month in which the
anniversary of the corporation occurs.
(p) "Extended filing month" means the month (if any)
which shall have been established in lieu of the
corporation's anniversary month in accordance with Section
14.01.
(q) "Taxable year" means that 12 month period commencing
with the first day of the anniversary month of a corporation
through the last day of the month immediately preceding the
next occurrence of the anniversary month of the corporation,
except that in the case of a corporation that has established
an extended filing month "taxable year" means that 12 month
period commencing with the first day of the extended filing
month through the last day of the month immediately preceding
the next occurrence of the extended filing month.
(r) "Fiscal year" means the 12 month period with respect
to which a corporation ordinarily files its federal income
tax return.
(s) "Close corporation" means a corporation organized
under or electing to be subject to Article 2A of this Act,
the articles of incorporation of which contain the provisions
required by Section 2.10, and either the corporation's
articles of incorporation or an agreement entered into by all
of its shareholders provide that all of the issued shares of
each class shall be subject to one or more of the
restrictions on transfer set forth in Section 6.55 of this
Act.
(t) "Common shares" means shares which have no
preference over any other shares with respect to distribution
of assets on liquidation or with respect to payment of
dividends.
(u) "Delivered", for the purpose of determining if any
notice required by this Act is effective, means:
(1) transferred or presented to someone in person;
or
(2) deposited in the United States Mail addressed
to the person at his, her or its address as it appears on
the records of the corporation, with sufficient
first-class postage prepaid thereon.
(v) "Property" means gross assets including, without
limitation, all real, personal, tangible, and intangible
property.
(w) "Taxable period" means that 12-month period
commencing with the first day of the second month preceding
the corporation's anniversary month in the preceding year and
prior to the first day of the second month immediately
preceding its anniversary month in the current year, except
that, in the case of a corporation that has established an
extended filing month, "taxable period" means that 12-month
period ending with the last day of its fiscal year
immediately preceding the extended filing month. In the case
of a newly formed domestic corporation or a newly registered
foreign corporation that had not commenced transacting
business in this State prior to obtaining a certificate of
authority, "taxable period" means that period commencing with
the filing of the articles issuance of a certificate of
incorporation or, in the case of a foreign corporation, of
filing of the application for a certificate of authority, and
prior to the first day of the second month immediately
preceding its anniversary month in the next succeeding year.
(x) "Treasury shares" mean (1) shares of a corporation
that have been issued, have been subsequently acquired by and
belong to the corporation, and have not been cancelled or
restored to the status of authorized but unissued shares and
(2) shares (i) declared and paid as a share dividend on the
shares referred to in clause (1) or this clause (2), or (ii)
issued in a share split of the shares referred to in clause
(1) or this clause (2). Treasury shares shall be deemed to
be "issued" shares but not "outstanding" shares. Treasury
shares may not be voted, directly or indirectly, at any
meeting or otherwise. Shares converted into or exchanged for
other shares of the corporation shall not be deemed to be
treasury shares.
(Source: P.A. 89-508, eff. 7-3-96; 90-301, eff. 8-1-97;
90-421, eff. 1-1-98; 90-655, eff. 7-30-98.)
(805 ILCS 5/2.10) (from Ch. 32, par. 2.10)
Sec. 2.10. Articles of Incorporation. The articles of
incorporation shall be executed and filed in duplicate in
accordance with Section 1.10 of this Act.
(a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that
satisfies the requirements of this Act;
(2) the purpose or purposes for which the
corporation is organized, which may be stated to be, or
to include, the transaction of any or all lawful
businesses for which corporations may be incorporated
under this Act;
(3) the address of the corporation's initial
registered office and the name of its initial registered
agent at that office;
(4) the name and address of each incorporator;
(5) the number of shares of each class the
corporation is authorized to issue;
(6) the number and class of shares which the
corporation proposes to issue without further report to
the Secretary of State, and the consideration to be
received, less expenses, including commissions, paid or
incurred in connection with the issuance of shares, by
the corporation therefor. If shares of more than one
class are to be issued, the consideration for shares of
each class shall be separately stated;
(7) if the shares are divided into classes, the
designation of each class and a statement of the
designations, preferences, qualifications, limitations,
restrictions, and special or relative rights with respect
to the shares of each class; and
(8) if the corporation may issue the shares of any
preferred or special class in series, then the
designation of each series and a statement of the
variations in the relative rights and preferences of the
different series, if the same are fixed in the articles
of incorporation, or a statement of the authority vested
in the board of directors to establish series and
determine the variations in the relative rights and
preferences of the different series.
(b) The articles of incorporation may set forth:
(1) the names and business residential addresses of
the individuals who are to serve as the initial
directors;
(2) provisions not inconsistent with law with
respect to:
(i) managing the business and regulating the
affairs of the corporation;
(ii) defining, limiting, and regulating the
rights, powers and duties of the corporation, its
officers, directors and shareholders;
(iii) authorizing and limiting the preemptive
right of a shareholder to acquire shares, whether
then or thereafter authorized;
(iv) an estimate, expressed in dollars, of the
value of all the property to be owned by the
corporation for the following year, wherever
located, and an estimate of the value of the
property to be located within this State during such
year, and an estimate, expressed in dollars, of the
gross amount of business which will be transacted by
it during such year and an estimate of the gross
amount thereof which will be transacted by it at or
from places of business in this State during such
year; or
(v) superseding any provision of this Act that
requires for approval of corporate action a
two-thirds vote of the shareholders by specifying
any smaller or larger vote requirement not less than
a majority of the outstanding shares entitled to
vote on the matter and not less than a majority of
the outstanding shares of each class of shares
entitled to vote as a class on the matter.
(3) a provision eliminating or limiting the
personal liability of a director to the corporation or
its shareholders for monetary damages for breach of
fiduciary duty as a director, provided that the provision
does not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) for acts or
omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under
Section 8.65 of this Act, or (iv) for any transaction
from which the director derived an improper personal
benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring
before the date when the provision becomes effective.
(4) any provision that under this Act is required
or permitted to be set forth in the articles of
incorporation or by-laws.
(c) The articles of incorporation need not set forth any
of the corporate powers enumerated in this Act.
(d) The duration of a corporation is perpetual unless
otherwise specified in the articles of incorporation.
(e) If the data to which reference is made in
subparagraph (iv) of paragraph (2) of subsection (b) of this
Section is not included in the articles of incorporation, the
franchise tax provided for in this Act shall be computed on
the basis of the entire paid-in capital as set forth pursuant
to paragraph (6) of subsection (a) of this Section, until
such time as the data to which reference is made in
subparagraph (iv) of paragraph (2) of subsection (b) is
provided in accordance with either Section 14.05 or Section
14.25 of this Act.
When the provisions of this Section have been complied
with, the Secretary of State shall file the articles of
incorporation issue a certificate of incorporation.
(Source: P.A. 88-43; 88-151; 88-670, eff. 12-2-94.)
(805 ILCS 5/2.15) (from Ch. 32, par. 2.15)
Sec. 2.15. Effect of issuance of certificate of
incorporation. Upon the filing of the articles issuance of
the certificate of incorporation by the Secretary of State,
the corporate existence shall begin, and such filing
certificate of incorporation shall be conclusive evidence,
except as against the State, that all conditions precedent
required to be performed by the incorporators have been
complied with and that the corporation has been incorporated
under this Act.
(Source: P.A. 83-1025.)
(805 ILCS 5/2.20) (from Ch. 32, par. 2.20)
Sec. 2.20. Organization of Corporation. (a) If there
are no preincorporation subscribers and if initial directors
are not named in the articles of incorporation, a meeting of
the incorporators shall be held at the call of a majority of
the incorporators for the purpose of naming the initial
directors.
(b) If there are preincorporation subscribers and if
initial directors are not named in the articles of
incorporation, the first meeting of shareholders shall be
held after the filing issuance of the articles certificate of
incorporation at the call of a majority of the incorporators
for the purpose of:
(1) electing initial directors;
(2) adopting by-laws if the articles of incorporation so
require or the shareholders so determine;
(3) such other matters as shall be stated in the notice
of the meeting.
(4) In lieu of a meeting, shareholder action may be
taken by consent in writing pursuant to Section 7.10 of this
Act.
(c) The first meeting of the initial directors shall be
held at the call of the majority of them for the purpose of:
(1) adopting by-laws if the shareholders have not
adopted them;
(2) electing officers; and
(3) transacting such other business as may come before
the meeting.
(d) At least three days written notice of an
organizational meeting shall be given unless the persons
entitled to such notice waive the same in writing, either
before or after such meeting. An organizational meeting may
be held either within or without this State.
(Source: P.A. 83-1025.)
(805 ILCS 5/4.05) (from Ch. 32, par. 4.05)
Sec. 4.05. Corporate name of domestic or foreign
corporation.
(a) The corporate name of a domestic corporation or of a
foreign corporation organized, existing or subject to the
provisions of this Act:
(1) Shall contain, separate and apart from any
other word or abbreviation in such name, the word
"corporation", "company", "incorporated", or "limited",
or an abbreviation of one of such words, and if the name
of a foreign corporation does not contain, separate and
apart from any other word or abbreviation, one of such
words or abbreviations, the corporation shall add at the
end of its name, as a separate word or abbreviation, one
of such words or an abbreviation of one of such words.
(2) Shall not contain any word or phrase which
indicates or implies that the corporation (i) is
authorized or empowered to conduct the business of
insurance, assurance, indemnity, or the acceptance of
savings deposits; (ii) is authorized or empowered to
conduct the business of banking unless otherwise
permitted by the Commissioner of Banks and Real Estate
pursuant to Section 46 of the Illinois Banking Act; or
(iii) is authorized or empowered to be in the business of
a corporate fiduciary unless otherwise permitted by the
Commissioner of Banks and Real Estate under Section 1-9
of the Corporate Fiduciary Act. The word "trust",
"trustee", or "fiduciary" may be used by a corporation
only if it has first complied with Section 1-9 of the
Corporate Fiduciary Act. The word "bank", "banker" or
"banking" may only be used by a corporation if it has
first complied with Section 46 of the Illinois Banking
Act.
(3) Shall be distinguishable upon the records in
the office of the Secretary of State from the corporate
name or assumed corporate name of any domestic
corporation or limited liability company organized under
the Limited Liability Company Act, whether profit or not
for profit, existing under any Act of this State or of
the name or assumed name of any foreign corporation or
foreign limited liability company registered under the
Limited Liability Company Act, whether profit or not for
profit, authorized to transact business in this State, or
a name the exclusive right to which is, at the time,
reserved or registered in the manner provided in this Act
or Section 1-15 of the Limited Liability Company Act,
except that, subject to the discretion of the Secretary
of State, a foreign corporation that has a name
prohibited by this paragraph may be issued a certificate
of authority to transact business in this State, if the
foreign corporation:
(i) Elects to adopt an assumed corporate name
or names in accordance with Section 4.15 of this
Act; and
(ii) Agrees in its application for a
certificate of authority to transact business in
this State only under such assumed corporate name or
names.
(4) Shall contain the word "trust", if it be a
domestic corporation organized for the purpose of
accepting and executing trusts, shall contain the word
"pawners", if it be a domestic corporation organized as a
pawners' society, and shall contain the word
"cooperative", if it be a domestic corporation organized
as a cooperative association for pecuniary profit.
(5) Shall not contain a word or phrase, or an
abbreviation or derivation thereof, the use of which is
prohibited or restricted by any other statute of this
State unless such restriction has been complied with.
(6) Shall consist of letters of the English
alphabet, Arabic or Roman numerals, or symbols capable of
being readily reproduced by the office of the Secretary
of State.
(7) Shall be the name under which the corporation
shall transact business in this State unless the
corporation shall also elect to adopt an assumed
corporate name or names as provided in this Act;
provided, however, that the corporation may use any
divisional designation or trade name without complying
with the requirements of this Act, provided the
corporation also clearly discloses its corporate name.
(8) (Blank).
(b) The Secretary of State shall determine whether a
name is "distinguishable" from another name for purposes of
this Act. Without excluding other names which may not
constitute distinguishable names in this State, a name is not
considered distinguishable, for purposes of this Act, solely
because it contains one or more of the following:
(1) the word "corporation", "company",
"incorporated", or "limited", "limited liability" or an
abbreviation of one of such words;
(2) articles, conjunctions, contractions,
abbreviations, different tenses or number of the same
word;
(c) Nothing in this Section or Sections 4.15 or 4.20
shall:
(1) Require any domestic corporation existing or
any foreign corporation having a certificate of authority
on the effective date of this Act, to modify or otherwise
change its corporate name or assumed corporate name, if
any.
(2) Abrogate or limit the common law or statutory
law of unfair competition or unfair trade practices, nor
derogate from the common law or principles of equity or
the statutes of this State or of the United States with
respect to the right to acquire and protect copyrights,
trade names, trade marks, service names, service marks,
or any other right to the exclusive use of names or
symbols.
(Source: P.A. 89-508, eff. 7-3-96; 90-575, eff. 3-20-98.)
(805 ILCS 5/5.05) (from Ch. 32, par. 5.05)
Sec. 5.05. Registered office and registered agent. Each
domestic corporation and each foreign corporation having a
certificate of authority to transact business in this State
shall have and continuously maintain in this State:
(a) A registered office which may be, but need not be,
the same as its place of business in this State.
(b) A registered agent, which agent may be either an
individual, resident in this State, whose business office is
identical with such registered office, or a domestic
corporation or a foreign corporation authorized to transact
business in this State that is authorized by its articles of
incorporation to act as such agent, having a business office
identical with such registered office.
(c) The address, including street and number, or rural
route number, of the initial registered office, and the name
of the initial registered agent of each corporation organized
under this Act shall be stated in its articles of
incorporation; and of each foreign corporation shall be
stated in its application for a certificate of authority to
transact business in this State.
(d) In the event of dissolution of a corporation, either
voluntary, administrative, or judicial, the registered agent
and the registered office of the corporation on record with
the Secretary of State on the date of the issuance of the
certificate or judgment of dissolution shall be an agent of
the corporation upon whom claims can be served or service of
process can be had during the five year post-dissolution
period provided in Section 12.80 of this Act, unless such
agent resigns or the corporation properly reports a change of
registered office or registered agent.
(e) In the event of revocation of the a certificate of
authority of a foreign corporation to transact business in
this State, the registered agent and the registered office of
the corporation on record with the Secretary of State on the
date of the issuance of the certificate of revocation shall
be an agent of the corporation upon whom claims can be served
or service of process can be had, unless such agent resigns.
(Source: P.A. 85-1269.)
(805 ILCS 5/5.10) (from Ch. 32, par. 5.10)
Sec. 5.10. Change of registered office or registered
agent.
(a) A domestic corporation or a foreign corporation may
from time to time change the address of its registered
office. A domestic corporation or a foreign corporation
shall change its registered agent if the office of registered
agent shall become vacant for any reason, or if its
registered agent becomes disqualified or incapacitated to
act, or if the corporation revokes the appointment of its
registered agent.
(b) A domestic corporation or a foreign corporation may
change the address of its registered office or change its
registered agent, or both, by so indicating in the statement
of change on the annual report of that corporation filed
pursuant to Section 14.10 of this Act or by executing and
filing, in duplicate, in accordance with Section 1.10 of this
Act a statement setting forth:
(1) The name of the corporation.
(2) The address, including street and number, or
rural route number, of its then registered office.
(3) If the address of its registered office be
changed, the address, including street and number, or
rural route number, to which the registered office is to
be changed.
(4) The name of its then registered agent.
(5) If its registered agent be changed, the name of
its successor registered agent.
(6) That the address of its registered office and
the address of the business office of its registered
agent, as changed, will be identical.
(7) That such change was authorized by resolution
duly adopted by the board of directors.
(c) A legible copy of the statement of change as on the
annual report returned by the Secretary of State shall be
filed for record within the time prescribed by this Act in
the office of the Recorder of the county in which the
registered office of the corporation in this State was
situated before the filing of that statement in the Office of
the Secretary of State. (Blank).
(d) If the registered office is changed from one county
to another county, then the corporation shall also file for
record within the time prescribed by this Act in the office
of the recorder of the county to which such registered office
is changed:
(1) In the case of a domestic corporation:
(i) A copy of its articles of incorporation
certified by the Secretary of State.
(ii) A copy of the statement of change of
address of its registered office, certified by the
Secretary of State.
(2) In the case of a foreign corporation:
(i) A copy of its application for certificate
of authority to transact business in this State,
with a copy of its application therefor affixed
thereto, certified by the Secretary of State.
(ii) A copy of all amendments to such
certificate of authority, if any, likewise certified
by the Secretary of State.
(iii) A copy of the statement of change of
address of its registered office certified by the
Secretary of State.
(e) The change of address of the registered office, or
the change of registered agent, or both, as the case may be,
shall become effective upon the filing of such statement by
the Secretary of State.
(Source: P.A. 91-357, eff. 7-29-99.)
(805 ILCS 5/5.20) (from Ch. 32, par. 5.20)
Sec. 5.20. Change of Address of Registered Agent. (a) A
registered agent may change the address of the registered
office of the domestic corporation or of the foreign
corporation, for which he or she or it is registered agent,
to another address in this State, by so indicating in the
statement of change on the annual report of that corporation
filed pursuant to Section 14.10 of this Act or by filing, in
duplicate, in accordance with Section 1.10 of this Act a
statement setting forth:
(1) The name of the corporation.
(2) The address, including street and number, or rural
route number, of its then registered office.
(3) The address, including street and number, or rural
route number, to which the registered office is to be
changed.
(4) The name of its registered agent.
(5) That the address of its registered office and the
address of the business office of its registered agent, as
changed, will be identical.
Such statement shall be executed by the registered agent.
(b) If the registered office is changed from one county
to another county, then the corporation shall also file for
record within the time prescribed by this Act in the office
of the recorder of the county to which such registered office
is changed:
(1) In the case of a domestic corporation:
(i) A copy of its articles of incorporation certified by
the Secretary of State.
(ii) A copy of the statement of change of address of its
registered office, certified by the Secretary of State.
(2) In the case of a foreign corporation:
(i) A copy of its application for certificate of
authority to transact business in this State with a copy of
its application therefor affixed thereto, certified by the
Secretary of State.
(ii) A copy of all amendments to such certificate of
authority, if any, likewise certified by the Secretary of
State.
(iii) A copy of the statement of change of address of
its registered office certified by the Secretary of State.
(c) The change of address of the registered office shall
become effective upon the filing of such statement by the
Secretary of State.
(Source: P.A. 85-1269.)
(805 ILCS 5/5.25) (from Ch. 32, par. 5.25)
Sec. 5.25. Service of process on domestic or foreign
corporation. (a) Any process, notice, or demand required or
permitted by law to be served upon a domestic corporation or
a foreign corporation having a certificate of authority to
transact business in this State may be served either upon the
registered agent appointed by the corporation or upon the
Secretary of State as provided in this Section.
(b) The Secretary of State shall be irrevocably
appointed as an agent of a domestic corporation or of a
foreign corporation having a certificate of authority upon
whom any process, notice or demand may be served:
(1) Whenever the corporation shall fail to appoint or
maintain a registered agent in this State, or
(2) Whenever the corporation's registered agent cannot
with reasonable diligence be found at the registered office
in this State, or
(3) When a domestic corporation has been dissolved, the
conditions of paragraph (1) or paragraph (2) exist, and a
civil action, suit or proceeding is instituted against or
affecting the corporation within the five years after the
issuance of a certificate of dissolution or the filing of a
judgment of dissolution, or
(4) When a domestic corporation has been dissolved, the
conditions of paragraph (1) or paragraph (2) exist, and a
criminal proceeding has been instituted against or affecting
the corporation, or
(5) When the certificate of authority of a foreign
corporation to transact business in this State has been
revoked.
(c) Service under subsection (b) shall be made by:
(1) Service on the Secretary of State, or on any clerk
having charge of the corporation division department of his
or her office, of a copy of the process, notice or demand,
together with any papers required by law to be delivered in
connection with service, and a fee as prescribed by
subsection (b) of Section 15.15 of this Act;
(2) Transmittal by the person instituting the action,
suit or proceeding of notice of the service on the Secretary
of State and a copy of the process, notice or demand and
accompanying papers to the corporation being served, by
registered or certified mail:
(i) At the last registered office of the corporation as
shown by the records on file in the office of the Secretary
of State; and
(ii) At such address the use of which the person
instituting the action, suit or proceeding knows or, on the
basis of reasonable inquiry, has reason to believe, is most
likely to result in actual notice; and
(3) Appendage, by the person instituting the action,
suit or proceeding, of an affidavit of compliance with this
Section, in substantially such form as the Secretary of State
may by rule or regulation prescribe, to the process, notice
or demand.
(d) Nothing herein contained shall limit or affect the
right to serve any process, notice, or demand required or
permitted by law to be served upon a corporation in any other
manner now or hereafter permitted by law.
(e) The Secretary of State shall keep a record of all
processes, notices, and demands served upon him or her under
this Section, and shall record therein the time of such
service and his or her action with reference thereto, but
shall not be required to retain such information for a period
longer than five years from his or her receipt of the
service.
(Source: P.A. 85-1344.)
(805 ILCS 5/5.30) (from Ch. 32, par. 5.30)
Sec. 5.30. Service of process on foreign corporation not
authorized to transact business in Illinois. If any foreign
corporation transacts business in this State without having
obtained a certificate of authority to transact business, it
shall be deemed that such corporation has designated and
appointed the Secretary of State as an agent for process upon
whom any notice, process or demand may be served. Service on
the Secretary of State shall be made in the manner set forth
in subsection (c) of Section 5.25 of this Act.
(Source: P.A. 84-924.)
(805 ILCS 5/8.75) (from Ch. 32, par. 8.75)
Sec. 8.75. Indemnification of officers, directors,
employees and agents; insurance.
(a) A corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation)
by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or who is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit
or proceeding, if such person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed
to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed
to the best interests of the corporation or, with respect to
any criminal action or proceeding, that the person had
reasonable cause to believe that his or her conduct was
unlawful.
(b) A corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor
by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the
defense or settlement of such action or suit, if such person
acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of
the corporation, provided that no indemnification shall be
made with respect to any claim, issue, or matter as to which
such person has been adjudged to have been liable to the
corporation, unless, and only to the extent that the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
as the court shall deem proper.
(c) To the extent that a present or former director,
officer or , employee or agent of a corporation has been
successful, on the merits or otherwise, in the defense of any
action, suit or proceeding referred to in subsections (a) and
(b), or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such
person in connection therewith, if the person acted in good
faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the corporation.
(d) Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the corporation
only as authorized in the specific case, upon a determination
that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct
set forth in subsections (a) or (b). Such determination
shall be made with respect to a person who is a director or
officer at the time of the determination: (1) by the majority
vote of the directors who are (1) by the board of directors
by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, even
though less than a quorum, (2) by a committee of the
directors designated by a majority vote of the directors,
even though less than a quorum, (3) if there are no such
directors, or if the directors so direct, or (2) if such a
quorum is not obtainable, or, even if obtainable, if a quorum
of disinterested directors so directs, by independent legal
counsel in a written opinion, or (4) (3) by the shareholders.
(e) Expenses (including attorney's fees) incurred by an
officer or director in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the
director or , officer , employee or agent to repay such
amount if it shall ultimately be determined that such person
he or she is not entitled to be indemnified by the
corporation as authorized in this Section. Such expenses
(including attorney's fees) incurred by former directors and
officers or other employees and agents may be so paid on such
terms and conditions, if any, as the corporation deems
appropriate.
(f) The indemnification and advancement of expenses
provided by or granted under the other subsections of this
Section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both
as to action in his or her official capacity and as to action
in another capacity while holding such office.
(g) A corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer,
employee or agent of the corporation, or who is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and
incurred by such person in any such capacity, or arising out
of his or her status as such, whether or not the corporation
would have the power to indemnify such person against such
liability under the provisions of this Section.
(h) If a corporation indemnifies or advances expenses to
a director or officer under subsection (b) of this Section,
the corporation shall report the indemnification or advance
in writing to the shareholders with or before the notice of
the next shareholders meeting.
(i) For purposes of this Section, references to "the
corporation" shall include, in addition to the surviving
corporation, any merging corporation (including any
corporation having merged with a merging corporation)
absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to
indemnify its directors, officers, and employees or agents,
so that any person who was a director, officer, employee or
agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to
the surviving corporation as such person would have with
respect to such merging corporation if its separate existence
had continued.
(j) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references
to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and
references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves
services by such director, officer, employee, or agent with
respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a
manner he or she reasonably believed to be in the best
interests of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation"
as referred to in this Section.
(k) The indemnification and advancement of expenses
provided by or granted under this Section shall, unless
otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of that person.
(l) The changes to this Section made by this amendatory
Act of the 92nd General Assembly apply only to actions
commenced on or after the effective date of this amendatory
Act of the 92nd General Assembly.
(Source: P.A. 91-464, eff. 1-1-00.)
(805 ILCS 5/9.20)
Sec. 9.20. Reduction of paid-in capital.
(a) A corporation may reduce its paid-in capital:
(1) by resolution of its board of directors by
charging against its paid-in capital (i) the paid-in
capital represented by shares acquired and cancelled by
the corporation as permitted by law, to the extent of the
cost from the paid-in capital of the reacquired and
cancelled shares or a lesser amount as may be elected by
the corporation, (ii) dividends paid on preferred shares,
or (iii) distributions as liquidating dividends; or
(2) pursuant to an approved reorganization in
bankruptcy that specifically directs the reduction to be
effected.
(b) Notwithstanding anything to the contrary contained
in this Act, at no time shall the paid-in capital be reduced
to an amount less than the aggregate par value of all issued
shares having a par value.
(c) Until the report under Section 14.30 has been filed
in the Office of the Secretary of State showing a reduction
in paid-in capital, the basis of the annual franchise tax
payable by the corporation shall not be reduced; provided,
however, that in no event shall the annual franchise tax for
any taxable year be reduced if the report is not filed prior
to the first day of the anniversary month or, in the case of
a corporation that has established an extended filing month,
the extended filing month of the corporation of that taxable
year and before payment of its annual franchise tax.
(d) A corporation that reduced its paid-in capital after
December 31, 1986 by one or more of the methods described in
subsection (a) may report the reduction pursuant to Section
14.30, subject to the restrictions of subsections (b) and
(c) of this Section. A reduction in paid-in capital reported
pursuant to this subsection shall have no effect for any
purpose under this Act with respect to a taxable year ending
before the report is filed.
(e) Nothing in this Section shall be construed to forbid
any reduction in paid-in capital to be effected under Section
9.05 of this Act.
(f) In the case of a vertical merger, the paid-in
capital of a subsidiary may be eliminated if either (1) it
was created, totally funded, or wholly owned by the parent or
(2) the amount of the parent's investment in the subsidiary
was equal to or exceeded the subsidiary's paid-in capital.
(Source: P.A. 90-421, eff. 1-1-98.)
(805 ILCS 5/10.30) (from Ch. 32, par. 10.30)
Sec. 10.30. Articles of amendment. (a) Except as
provided in Section 10.40, the articles of amendment shall be
executed and filed in duplicate in accordance with Section
1.10 of this Act and shall set forth:
(1) The name of the corporation.
(2) The text of each amendment adopted.
(3) If the amendment was adopted by the incorporators, a
statement that the amendment was adopted by a majority of the
incorporators, that no shares have been issued and that the
directors were neither named in the articles of incorporation
nor elected at the time the amendment was adopted.
(4) If the amendment was adopted by the directors
without shareholder action, a statement that the amendment
was adopted by a majority of the directors and that
shareholder action was not required.
(5) Where the amendment was approved by the
shareholders:
(i) a statement that the amendment was adopted at a
meeting of shareholders by the affirmative vote of the
holders of outstanding shares having not less than the
minimum number of votes necessary to adopt such amendment, as
provided by the articles of incorporation; or
(ii) a statement that the amendment was adopted by
written consent signed by the holders of outstanding shares
having not less than the minimum number of votes necessary to
adopt such amendment, as provided by the articles of
incorporation, and in accordance with Section 7.10 of this
Act.
(6) If the amendment provides for an exchange,
reclassification, or cancellation of issued shares, or a
reduction of the number of authorized shares of any class
below the number of issued shares of that class, then a
statement of the manner in which such amendment shall be
effected.
(7) If the amendment effects a change in the amount of
paid-in capital, then a statement of the manner in which the
same is effected and a statement, expressed in dollars, of
the amount of paid-in capital as changed by such amendment.
(8) If the amendment restates the articles of
incorporation, the amendment shall so state and shall set
forth:
(i) the text of the articles as restated;
(ii) the date of incorporation, the name under which the
corporation was incorporated, subsequent names, if any, that
the corporation adopted pursuant to amendment of its articles
of incorporation, and the effective date of any such
amendments;
(iii) the address of the registered office and the name
of the registered agent on the date of filing the restated
articles; and
(iv) the number of shares of each class issued on the
date of filing the restated articles and the amount of
paid-in capital as of such date.
The articles as restated must include all the information
required by subsection (a) of Section 2.10, except that the
articles need not set forth the information required by
paragraphs 3, 4 or 6 thereof. If any provision of the
articles of incorporation is amended in connection with the
restatement, the articles of amendment shall clearly identify
such amendment.
(9) If, pursuant to Section 10.35, the amendment is to
become effective subsequent to the date on which the
certificate of amendment is issued, the date on which the
amendment is to become effective.
(10) If the amendment revives the articles of
incorporation and extends the period of corporate duration,
the amendment shall so state and shall set forth:
(i) the date the period of duration expired under the
articles of incorporation;
(ii) a statement that the period of duration will be
perpetual, or, if a limited duration is to be provided, the
date to which the period of duration is to be extended; and
(iii) a statement that the corporation has been in
continuous operation since before the date of expiration of
its original period of duration.
(b) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
of amendment issue a certificate of amendment.
(Source: P.A. 84-924.)
(805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
Sec. 10.35. Effect of certificate of amendment.
(a) The amendment shall become effective and the
articles of incorporation shall be deemed to be amended
accordingly, as of the later of:
(1) the filing of the articles issuance of the
certificate of amendment by the Secretary of State; or
(2) the time established under the articles of
amendment, not to exceed 30 days after the filing of the
articles issuance of the certificate of amendment by the
Secretary of State.
(b) If the amendment is made in accordance with the
provisions of Section 10.40, upon the filing of the articles
issuance of the certificate of amendment by the Secretary of
State, the amendment shall become effective and the articles
of incorporation shall be deemed to be amended accordingly,
without any action thereon by the directors or shareholders
of the corporation and with the same effect as if the
amendments had been adopted by unanimous action of the
directors and shareholders of the corporation.
(c) If the amendment restates the articles of
incorporation, such restated articles of incorporation shall,
upon such amendment becoming effective, supersede and stand
in lieu of the corporation's preexisting articles of
incorporation.
(d) If the amendment revives the articles of
incorporation and extends the period of corporate duration,
upon the filing of the articles issuance of the certificate
of amendment by the Secretary of State, the amendment shall
become effective and the corporate existence shall be deemed
to have continued without interruption from the date of
expiration of the original period of duration, and the
corporation shall stand revived with such powers, duties and
obligations as if its period of duration had not expired; and
all acts and proceedings of its officers, directors and
shareholders, acting or purporting to act as such, which
would have been legal and valid but for such expiration,
shall stand ratified and confirmed.
(e) Each amendment which affects the number of issued
shares or the amount of paid-in capital shall be deemed to be
a report under the provisions of this Act.
(f) No amendment of the articles of incorporation of a
corporation shall affect any existing cause of action in
favor of or against such corporation, or any pending suit in
which such corporation shall be a party, or the existing
rights of persons other than shareholders; and, in the event
the corporate name shall be changed by amendment, no suit
brought by or against such corporation under its former name
shall be abated for that reason.
(Source: P.A. 91-464, eff. 1-1-00.)
(805 ILCS 5/11.25) (from Ch. 32, par. 11.25)
Sec. 11.25. Articles of merger, consolidation or
exchange. (a) Upon such approval, articles of merger,
consolidation or exchange shall be executed by each
corporation and filed in duplicate in accordance with Section
1.10 of this Act and shall set forth:
(1) The plan of merger, consolidation or exchange.
(2) As to each corporation:
(i) a statement that the plan was adopted at a meeting
of shareholders by the affirmative vote of the holders of
outstanding shares having not less than the minimum number of
votes necessary to adopt such plan, as provided by the
articles of incorporation of the respective corporations; or
(ii) a statement that the plan was adopted by a consent
in writing signed by the holders of outstanding shares having
not less than the minimum number of votes necessary to adopt
such plan, as provided by the articles of incorporation of
the respective corporations, and in accordance with Section
7.10 of this Act.
(b) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
issue a certificate of merger, consolidation, or share
exchange.
(Source: P.A. 83-1025.)
(805 ILCS 5/11.30) (from Ch. 32, par. 11.30)
Sec. 11.30. Merger of subsidiary corporation.
(a) Any corporation, in this Section referred to as the
"parent corporation", owning at least 90% of the outstanding
shares of each class of shares of any other corporation or
corporations, in this Section referred to as the "subsidiary
corporation", may merge the subsidiary corporation or
corporations into itself or into one of the subsidiary
corporations, if each merging subsidiary corporation is
solvent, without approval by a vote of the shareholders of
the parent corporation or the shareholders of any of the
merging subsidiary corporations, upon completion of the
requirements of this Section.
(b) The board of directors of the parent corporation
shall, by resolution, approve a plan of merger setting forth:
(1) The name of each merging subsidiary corporation
and the name of the parent corporation; and
(2) The manner and basis of converting the shares
of each merging subsidiary corporation not owned by the
parent corporation into shares, obligations or other
securities of the surviving corporation or of the parent
corporation or into cash or other property or into any
combination of the foregoing.
(c) A copy of such plan of merger shall be mailed to
each shareholder, other than the parent corporation, of a
merging subsidiary corporation who was a shareholder of
record on the date of the adoption of the plan of merger,
together with a notice informing such shareholders of their
right to dissent and enclosing a copy of Section 11.70 or
otherwise providing adequate notice of the procedure to
dissent.
(d) After 30 days following the mailing of a copy of the
plan of merger and notice to the shareholders of each merging
subsidiary corporation, or upon the written consent to the
merger or written waiver of the 30 day period by the holders
of all the outstanding shares of all shares of all such
subsidiary corporations, the articles of merger shall be
executed by the parent corporation and filed in duplicate in
accordance with Section 1.10 of this Act and shall set forth:
(1) The plan of merger.
(2) The number of outstanding shares of each class
of each merging subsidiary corporation and the number of
such shares of each class owned immediately prior to the
adoption of the plan of merger by the parent corporation.
(3) The date of mailing a copy of the plan of
merger and notice of right to dissent to the shareholders
of each merging subsidiary corporation.
(e) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
issue a certificate of merger.
(f) Subject to Section 11.35 and provided that all the
conditions hereinabove set forth have been met, any domestic
corporation may be merged into or may merge into itself any
foreign corporation in the foregoing manner.
(Source: P.A. 88-151.)
(805 ILCS 5/11.39)
Sec. 11.39. Merger of domestic corporation and limited
liability company.
(a) Any one or more domestic corporations may merge with
or into one or more limited liability companies of this
State, any other state or states of the United States, or the
District of Columbia, if the laws of the other state or
states or the District of Columbia permit the merger. The
domestic corporation or corporations and the limited
liability company or companies may merge with or into a
corporation, which may be any one of these corporations, or
they may merge with or into a limited liability company,
which may be any one of these limited liability companies,
which shall be a domestic corporation or limited liability
company of this State, any other state of the United States,
or the District of Columbia, which permits the merger
pursuant to a plan of merger complying with and approved in
accordance with this Section.
(b) The plan of merger must set forth the following:
(1) The names of the domestic corporation or
corporations and limited liability company or companies
proposing to merge and the name of the domestic
corporation or limited liability company into which they
propose to merge, which is designated as the surviving
entity.
(2) The terms and conditions of the proposed merger
and the mode of carrying the same into effect.
(3) The manner and basis of converting the shares
of each domestic corporation and the interests of each
limited liability company into shares, interests,
obligations, other securities of the surviving entity or
into cash or other property or any combination of the
foregoing.
(4) In the case of a merger in which a domestic
corporation is the surviving entity, a statement of any
changes in the articles of incorporation of the surviving
corporation to be effected by the merger.
(5) Any other provisions with respect to the
proposed merger that are deemed necessary or desirable,
including provisions, if any, under which the proposed
merger may be abandoned prior to the filing of the
articles of merger by the Secretary of State of this
State.
(c) The plan required by subsection (b) of this Section
shall be adopted and approved by the constituent corporation
or corporations in the same manner as is provided in Sections
11.05, 11.15, and 11.20 of this Act and, in the case of a
limited liability company, in accordance with the terms of
its operating agreement, if any, and in accordance with the
laws under which it was formed.
(d) Upon this approval, articles of merger shall be
executed by each constituent corporation and limited
liability company and filed with the Secretary of State as
provided in Section 11.25 of this Act and shall be recorded
with respect to each constituent corporation as provided in
Section 11.45 of this Act. The merger shall become effective
for all purposes of the laws of this State when and as
provided in Section 11.40 of this Act with respect to the
merger of corporations of this State.
(e) If the surviving entity is to be governed by the
laws of the District of Columbia or any state other than this
State, it shall file with the Secretary of State of this
State an agreement that it may be served with process in this
State in any proceeding for enforcement of any obligation of
any constituent corporation or limited liability company of
this State, as well as for enforcement of any obligation of
the surviving corporation or limited liability company
arising from the merger, including any suit or other
proceeding to enforce the shareholders right to dissent as
provided in Section 11.70 of this Act, and shall irrevocably
appoint the Secretary of State of this State as its agent to
accept service of process in any such suit or other
proceedings.
(f) Section 11.50 of this Act shall, insofar as it is
applicable, apply to mergers between domestic corporations
and limited liability companies.
(g) In any merger under this Section, the surviving
entity shall not engage in any business or exercise any power
that a domestic corporation or domestic limited liability
company may not otherwise engage in or exercise in this
State. Furthermore, the surviving entity shall be governed
by the ownership and control restrictions in Illinois law
applicable to that type of entity.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 5/11.40) (from Ch. 32, par. 11.40)
Sec. 11.40. Effective date of merger, consolidation or
exchange. The merger, consolidation or exchange shall become
effective upon filing of the articles the issuance of the
certificate of merger, consolidation or exchange by the
Secretary of State or on a later specified date, not more
than 30 days subsequent to the filing of the articles of
merger, consolidation or exchange issuance of the certificate
by the Secretary of State, as may be provided for in the
plan.
(Source: P.A. 88-151.)
(805 ILCS 5/11.45) (from Ch. 32, par. 11.45)
Sec. 11.45. Recording of certificate and articles of
merger, consolidation or exchange. A copy of the articles of
merger, consolidation or exchange as filed by the Secretary
of State The certificate of merger with the copy of the
articles of merger affixed thereto by the Secretary of State,
or the certificate of consolidation with the copy of the
articles of consolidation affixed thereto by the Secretary of
State, or the certificate of exchange with the copy of the
articles of exchange affixed thereto by the Secretary of
State, shall be returned to the surviving or new or acquiring
corporation, as the case may be, or to its representative,
and such certificate and articles, or a copy thereof
certified by the Secretary of State, shall be filed for
record within the time prescribed by Section 1.10 of this Act
in the office of the Recorder of each county in which the
registered office of each merging or consolidating or
acquiring corporation may be situated, and in the case of a
consolidation, in the office of the Recorder of the county in
which the registered office of the new corporation shall be
situated and, in the case of a share exchange, in the office
of the Recorder of the county in which the registered office
of the corporation whose shares were acquired shall be
situated.
(Source: P.A. 83-1362.)
(805 ILCS 5/12.20) (from Ch. 32, par. 12.20)
Sec. 12.20. Articles of dissolution.
(a) When a voluntary dissolution has been authorized as
provided by this Act, articles of dissolution shall be
executed and filed in duplicate in accordance with Section
1.10 of this Act and shall set forth:
(1) The name of the corporation.
(2) The date dissolution was authorized.
(3) A post-office address to which may be mailed a
copy of any process against the corporation that may be
served on the Secretary of State.
(4) A statement of the aggregate number of issued
shares of the corporation itemized by classes and series,
if any, within a class, as of the date of execution.
(5) A statement of the amount of paid-in capital of
the corporation as of the date of execution.
(6) Such additional information as may be necessary
or appropriate in order to determine any unpaid fees or
franchise taxes payable by such corporation as in this
Act prescribed.
(7) Where dissolution is authorized pursuant to
Section 12.05, a statement that a majority of
incorporators or majority of directors, as the case may
be, have consented to the dissolution and that all
provisions of Section 12.05 have been complied with.
(8) Where dissolution is authorized pursuant to
Section 12.10, a statement that the holders of all the
outstanding shares entitled to vote on dissolution have
consented thereto.
(9) Where dissolution is authorized pursuant to
Section 12.15, a statement that a resolution proposing
dissolution has been adopted at a meeting of shareholders
by the affirmative vote of the holders of outstanding
shares having not less than the minimum number of votes
necessary to adopt such resolution as provided by the
articles of incorporation.
(b) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
issue a certificate of dissolution.
(c) The dissolution is effective on the date of the
filing of the articles issuance of the certificate thereof by
the Secretary of State.
(Source: P.A. 86-985.)
(805 ILCS 5/12.25) (from Ch. 32, par. 12.25)
Sec. 12.25. Revocation of Dissolution. (a) A
corporation may revoke its dissolution within 60 days of the
effective date of dissolution if the corporation has not
begun to distribute its assets or has not commenced a
proceeding for court-supervision of its winding up under
Section 12.50.
(b) The corporation's board of directors, or its
incorporators if shares have not been issued and the initial
directors have not been designated, may revoke the
dissolution without shareholder action.
(c) Within 60 days after the dissolution has been
revoked by the corporation, articles of revocation of
dissolution shall be executed and filed in duplicate in
accordance with Section 1.10 of this Act and shall set forth:
(1) The name of the corporation.
(2) The effective date of the dissolution that was
revoked.
(3) A statement that the corporation has not begun to
distribute its assets nor has it commenced a proceeding for
court-supervision of its winding up.
(4) The date the revocation of dissolution was
authorized.
(5) A statement that the corporation's board of
directors (or incorporators) revoked the dissolution.
(d) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
issue a certificate of revocation of dissolution. Failure to
file the revocation of dissolution as required in subsection
(c) hereof shall not be grounds for the Secretary of State to
reject the filing, but the corporation filing beyond the time
period shall pay a penalty as prescribed by this Act.
(e) The revocation of dissolution is effective on the
date of filing the issuance of the certificate thereof by the
Secretary of State and shall relate back and take effect as
of the date of issuance of the certificate of dissolution and
the corporation may resume carrying on business as if
dissolution had never occurred.
(Source: P.A. 84-1412.)
(805 ILCS 5/12.35) (from Ch. 32, par. 12.35)
Sec. 12.35. Grounds for administrative dissolution. The
Secretary of State may dissolve any corporation
administratively if:
(a) It has failed to file its annual report or final
transition annual report and pay its franchise tax as
required by this Act before the first day of the anniversary
month or, in the case of a corporation which has established
an extended filing month, the extended filing month of the
corporation of the year in which such annual report becomes
due and such franchise tax becomes payable;
(b) it has failed to file in the office of the Secretary
of State any report after the expiration of the period
prescribed in this Act for filing such report; or
(c) it has failed to pay any fees, franchise taxes, or
charges prescribed by this Act;
(d) it has misrepresented any material matter in any
application, report, affidavit, or other document filed by
the corporation pursuant to this Act; or
(e) (c) it has failed to appoint and maintain a
registered agent in this State.
(Source: P.A. 86-985.)
(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
Sec. 12.45. Reinstatement following administrative
dissolution. (a) A domestic corporation administratively
dissolved under Section 12.40 may be reinstated by the
Secretary of State within five years following the date of
issuance of the certificate of dissolution upon:
(1) The filing of an application for reinstatement.
(2) The filing with the Secretary of State by the
corporation of all reports then due and theretofore becoming
due.
(3) The payment to the Secretary of State by the
corporation of all fees, franchise taxes, and penalties then
due and theretofore becoming due.
(b) The application for reinstatement shall be executed
and filed in duplicate in accordance with Section 1.10 of
this Act and shall set forth:
(1) The name of the corporation at the time of the
issuance of the certificate of dissolution.
(2) If such name is not available for use as determined
by the Secretary of State at the time of filing the
application for reinstatement, the name of the corporation as
changed, provided however, and any change of name is properly
effected pursuant to Section 10.05 and Section 10.30 of this
Act.
(3) The date of the issuance of the certificate of
dissolution.
(4) The address, including street and number, or rural
route number of the registered office of the corporation upon
reinstatement thereof, and the name of its registered agent
at such address upon the reinstatement of the corporation,
provided however, that any change from either the registered
office or the registered agent at the time of dissolution is
properly reported pursuant to Section 5.10 of this Act.
(c) When a dissolved corporation has complied with the
provisions of this Sec the Secretary of State shall file the
application for issue a certificate of reinstatement.
(d) Upon the filing of the application for issuance of
the certificate of reinstatement, the corporate existence
shall be deemed to have continued without interruption from
the date of the issuance of the certificate of dissolution,
and the corporation shall stand revived with such powers,
duties and obligations as if it had not been dissolved; and
all acts and proceedings of its officers, directors and
shareholders, acting or purporting to act as such, which
would have been legal and valid but for such dissolution,
shall stand ratified and confirmed.
(Source: P.A. 86-381.)
(805 ILCS 5/12.80) (from Ch. 32, par. 12.80)
Sec. 12.80. Survival of remedy after dissolution. The
dissolution of a corporation either (1) by filing articles of
dissolution in accordance with Section 12.20 of this Act, (2)
by the issuance of a certificate of dissolution in accordance
with Section 12.40 of this Act by the Secretary of State, (3)
or (2) by a judgment of dissolution by a circuit court of
this State, or (4) (3) by expiration of its period of
duration, shall not take away nor impair any civil remedy
available to or against such corporation, its directors, or
shareholders, for any right or claim existing, or any
liability incurred, prior to such dissolution if action or
other proceeding thereon is commenced within five years after
the date of such dissolution. Any such action or proceeding
by or against the corporation may be prosecuted or defended
by the corporation in its corporate name.
(Source: P.A. 85-1344.)
(805 ILCS 5/13.05) (from Ch. 32, par. 13.05)
Sec. 13.05. Admission of foreign corporation. Except as
provided in Article V of the Illinois Insurance Code, a
foreign corporation organized for profit, before it transacts
business in this State, shall procure a certificate of
authority so to do from the Secretary of State. A foreign
corporation organized for profit, upon complying with the
provisions of this Act, may secure from the Secretary of
State the a certificate of authority to transact business in
this State, but no foreign corporation shall be entitled to
procure a certificate of authority under this Act to act as
trustee, executor, administrator, administrator to collect,
or guardian, or in any other like fiduciary capacity in this
State or to transact in this State the business of banking,
insurance, suretyship, or a business of the character of a
building and loan corporation. A foreign professional service
corporation may secure a certificate of authority to transact
business in this State from the Secretary of State upon
complying with this Act and demonstrating compliance with the
Act regulating the professional service to be rendered by the
professional service corporation. However, no foreign
professional service corporation shall be granted a
certificate of authority unless it complies with the
requirements of the Professional Service Corporation Act
concerning ownership and control by specified licensed
professionals. These professionals must be licensed in the
state of domicile or this State. A foreign corporation shall
not be denied a certificate of authority by reason of the
fact that the laws of the state under which such corporation
is organized governing its organization and internal affairs
differ from the laws of this State, and nothing in this Act
contained shall be construed to authorize this State to
regulate the organization or the internal affairs of such
corporation.
(Source: P.A. 90-424, eff. 1-1-98; 91-593, eff. 8-14-99.)
(805 ILCS 5/13.10) (from Ch. 32, par. 13.10)
Sec. 13.10. Powers of foreign corporation. No foreign
corporation shall transact in this State any business which a
corporation organized under the laws of this State is not
permitted to transact. A foreign corporation which shall have
received a certificate of authority to transact business
under this Act shall, until a certificate of revocation has
been issued or an application for of withdrawal shall have
been filed issued as provided in this Act, enjoy the same,
but no greater, rights and privileges as a domestic
corporation organized for the purposes set forth in the
application pursuant to which such certificate of authority
is granted issued; and, except as in Section 13.05 otherwise
provided with respect to the organization and internal
affairs of a foreign corporation and except as elsewhere in
this Act otherwise provided, shall be subject to the same
duties, restrictions, penalties, and liabilities now or
hereafter imposed upon a domestic corporation of like
character.
(Source: P.A. 83-1025.)
(805 ILCS 5/13.15) (from Ch. 32, par. 13.15)
Sec. 13.15. Application for certificate of authority.
(a) A foreign corporation, in order to procure a certificate
of authority to transact business in this State, shall
execute and file in duplicate an application therefor, in
accordance with Section 1.10 of this Act, and shall also file
a copy of its articles of incorporation and all amendments
thereto, duly authenticated by the proper officer of the
state or country wherein it is incorporated. Such
application shall set forth:
(1) The name of the corporation, with any additions
thereto required in order to comply with Section 4.05 of this
Act together with the state or country under the laws of
which it is organized.
(2) The date of its incorporation and the period of its
duration.
(3) The address, including street and number, or rural
route number, of its principal office.
(4) The address, including street and number, if any, of
its proposed registered office in this State, and the name of
its proposed registered agent in this State at such address.
(5) (Blank.) The names of the states and countries, if
any, in which it is admitted or qualified to transact
business.
(6) The purpose or purposes for which it was organized
which it proposes to pursue in the transaction of business in
this State.
(7) The names and respective residential addresses,
including street and number, or rural route number, of its
directors and officers.
(8) A statement of the aggregate number of shares which
it has authority to issue, itemized by classes, and series,
if any, within a class.
(9) A statement of the aggregate number of its issued
shares itemized by classes, and series, if any, within a
class.
(10) A statement of the amount of paid-in capital of the
corporation, as defined in this Act.
(11) An estimate, expressed in dollars, of the value of
all the property to be owned by it for the following year,
wherever located, and an estimate of the value of the
property to be located within this State during such year,
and an estimate, expressed in dollars, of the gross amount of
business which will be transacted by it during such year and
an estimate of the gross amount thereof which will be
transacted by it at or from places of business in this State
during such year.
(12) In the case of telegraph, telephone, cable,
railroad, or pipe line corporations, the total length of such
telephone, telegraph, cable, railroad, or pipe line and the
length of the line located in this State, and the total value
of such line and the value of such line in this State.
(13) Such additional information as may be necessary or
appropriate in order to enable the Secretary of State to
determine whether such corporation is entitled to be granted
a certificate of authority to transact business in this State
and to determine and assess the franchise taxes, fees, and
charges payable as in this Act prescribed.
(b) Such application shall be made on forms prescribed
and furnished by the Secretary of State.
(c) When the provisions of this Section have been
complied with, the Secretary of State shall file the
application for issue a certificate of authority.
(Source: P.A. 85-1269.)
(805 ILCS 5/13.20) (from Ch. 32, par. 13.20)
Sec. 13.20. Effect of certificate of authority. Upon the
filing of the application for issuance of a certificate of
authority by the Secretary of State, the corporation shall
have the right to transact business in this State for those
purposes set forth in its application, subject, however, to
the right of this State to revoke such right to transact
business in this State as provided in this Act.
(Source: P.A. 83-1025.)
(805 ILCS 5/13.25) (from Ch. 32, par. 13.25)
Sec. 13.25. Change of name by foreign corporation.
Whenever a foreign corporation which is admitted to transact
business in this State shall change its name to one under
which a certificate of authority to transact business in this
State would not be granted to it on application therefor, the
authority of such corporation to transact business in this
State shall be suspended and it shall not thereafter transact
any business in this State until it has changed its name to a
name which is available to it under the laws of this State or
until it has adopted an assumed corporate name in accordance
with Section 4.15 of this Act.
(Source: P.A. 83-1025.)
(805 ILCS 5/13.30) (from Ch. 32, par. 13.30)
Sec. 13.30. Amendment to articles of incorporation of
foreign corporation. Each foreign corporation authorized to
transact business in this State, whenever its articles of
incorporation are amended, shall forthwith file in the office
of the Secretary of State a copy of such amendment duly
authenticated by the proper officer of the State or country
under the laws of which such corporation is organized; but
the filing thereof shall not of itself enlarge or alter the
purpose or purposes which such corporation is authorized to
pursue in the transaction of business in this State, nor
authorize such corporation to transact business in this State
under any other name than the name set forth in its
application for certificate of authority, nor extend the
duration of its corporate existence.
(Source: P.A. 83-1025.)
(805 ILCS 5/13.35) (from Ch. 32, par. 13.35)
Sec. 13.35. Merger of foreign corporation authorized to
transact business in this state. Whenever a foreign
corporation authorized to transact business in this State
shall be a party to a statutory merger permitted by the laws
of the state or country under which it is organized, and such
corporation shall be the surviving corporation, it shall
forthwith file with the Secretary of State a copy of the
articles of merger duly authenticated by the proper officer
of the state or country under the laws of which such
statutory merger was effected; and it shall not be necessary
for such corporation to procure either a new or an amended
certificate of authority to transact business in this State
unless the name of such corporation or the duration of its
corporate existence be changed thereby or unless the
corporation desires to pursue in this State other or
additional purposes than those which it is then authorized to
transact in this State.
(Source: P.A. 83-1025.)
(805 ILCS 5/13.40) (from Ch. 32, par. 13.40)
Sec. 13.40. Amended certificate of authority. A foreign
corporation authorized to transact business in this State
shall secure an amended certificate of authority to do so in
the event it changes its corporate name, changes the duration
of its corporate existence, or desires to pursue in this
State other or additional purposes than those set forth in
its prior application for a certificate of authority, by
making application therefor to the Secretary of State.
The application shall set forth:
(1) The name of the corporation, with any additions
required in order to comply with Section 4.05 of this
Act, together with the state or country under the laws of
which it is organized.
(2) The change to be effected.
(Source: P.A. 88-151.)
(805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
Sec. 13.45. Withdrawal of foreign corporation. A foreign
corporation authorized to transact business in this State may
withdraw from this State upon filing with procuring from the
Secretary of State an application for a certificate of
withdrawal. In order to procure such certificate of
withdrawal, the such foreign corporation shall either:
(a) execute and file in duplicate, in accordance
with Section 1.10 of this Act, an application for
withdrawal and a final report, which shall set forth:
(1) that no proportion of its issued shares
is, on the date of the such application, represented
by business transacted or property located in this
State;.
(2) that it surrenders its authority to
transact business in this State;.
(3) that it revokes the authority of its
registered agent in this State to accept service of
process and consents that service of process in any
suit, action, or proceeding based upon any cause of
action arising in this State during the time the
corporation was licensed to transact business in
this State may thereafter be made on the such
corporation by service thereof on the Secretary of
State;.
(4) a post-office address to which may be
mailed a copy of any process against the corporation
that may be served on the Secretary of State;.
(5) the name of the corporation and the state
or country under the laws of which it is organized;.
(6) a statement of the aggregate number of
issued shares of the corporation itemized by
classes, and series, if any, within a class, as of
the date of the such final report;.
(7) a statement of the amount of paid-in
capital of the corporation as of the date of the
such final report; and.
(8) such additional information as may be
necessary or appropriate in order to enable the
Secretary of State to determine and assess any
unpaid fees or franchise taxes payable by the such
foreign corporation as prescribed in this Act
prescribed; or
(b) if it has been dissolved, file a copy of the
articles of dissolution duly authenticated by the proper
officer of the state or country under the laws of which
the such corporation was organized.
(c) The application for withdrawal and the final report
shall be made on forms prescribed and furnished by the
Secretary of State.
(d) When the corporation has complied with subsection (a)
or (b) of this Section, the Secretary of State shall file the
application for issue a certificate of withdrawal and mail a
copy of the application to the corporation or its
representative. If the provisions of subsection (b) of this
Section have been followed, the Secretary of State shall file
the copy of the articles of dissolution in his or her office
with one copy of the certificate of withdrawal affixed
thereto, mail the original certificate to the corporation or
its representative.
Upon the filing of the application for issuance of such
certificate of withdrawal or copy of the articles of
dissolution, the authority of the corporation to transact
business in this State shall cease.
(Source: P.A. 91-464, eff. 1-1-00; revised 3-21-00.)
(805 ILCS 5/13.50) (from Ch. 32, par. 13.50)
Sec. 13.50. Grounds for revocation of certificate of
authority. The certificate of authority of a foreign
corporation to transact business in this State may be revoked
by the Secretary of State:
(a) Upon the failure of an officer or director to whom
interrogatories have been propounded by the Secretary of
State as provided in this Act, to answer the same fully and
to file such answer in the office of the Secretary of State.
(b) If the answer to such interrogatories discloses, or
if the fact is otherwise ascertained, that the proportion of
the sum of the paid-in capital of such corporation
represented in this State is greater than the amount on which
such corporation has theretofore paid fees and franchise
taxes, and the deficiency therein is not paid.
(c) If the corporation for a period of one year has
transacted no business and has had no tangible property in
this State as revealed by its annual reports.
(d) Upon the failure of the corporation to keep on file
in the office of the Secretary of State duly authenticated
copies of each amendment to its articles of incorporation.
(e) Upon the failure of the corporation to appoint and
maintain a registered agent in this State.
(f) Upon the failure of the corporation to file for
record in the office of the recorder of the county in which
its registered office is situated, its certificate of
authority or any amended certificate of authority to transact
business in this State, or any appointment of registered
agent.
(g) Upon the failure of the corporation to file any
report after the period prescribed by this Act for the filing
of such report.
(h) Upon the failure of the corporation to pay any fees,
franchise taxes, or charges prescribed by this Act.
(i) For misrepresentation of any material matter in any
application, report, affidavit, or other document filed by
such corporation pursuant to this Act.
(j) Upon the failure of the corporation to renew its
assumed name or to apply to change its assumed name pursuant
to the provisions of this Act, when the corporation can only
transact business within this State under its assumed name in
accordance with the provisions of Section 4.05 of this Act.
(k) When under the provisions of the "Consumer Fraud and
Deceptive Business Practices Act" a court has found that the
corporation substantially and willfully violated such Act.
(Source: P.A. 83-1362.)
(805 ILCS 5/13.55) (from Ch. 32, par. 13.55)
Sec. 13.55. Procedure for revocation of certificate of
authority. (a) After the Secretary of State determines that
one or more grounds exist under Section 13.50 for the
revocation of a certificate of authority of a foreign
corporation, he or she shall send by regular mail to each
delinquent corporation a Notice of Delinquency to its
registered office, or, if the corporation has failed to
maintain a registered office, then to the president or other
principal officer at the last known office of said officer.
(b) If the corporation does not correct the default
within 90 days following such notice, the Secretary of State
shall thereupon revoke the certificate of authority of the
corporation by issuing a certificate of revocation that
recites the grounds for revocation and its effective date.
The Secretary of State shall file the original of the
certificate in his or her office, mail one copy to the
corporation at its registered office and file one copy for
record in the office of the recorder of the county in which
the registered office of the corporation in this State is
situated, to be recorded by such recorder. The recorder shall
submit for payment to the Secretary of State, on a quarterly
basis, the amount of filing fees incurred.
(c) Upon the issuance of the certificate of revocation,
the authority of the corporation to transact business in this
State shall cease and such revoked corporation shall not
thereafter carry on any business in this State.
(Source: P.A. 85-1269.)
(805 ILCS 5/13.60) (from Ch. 32, par. 13.60)
Sec. 13.60. Reinstatement following revocation. (a) A
foreign corporation revoked under Section 13.55 may be
reinstated by the Secretary of State within five years
following the date of issuance of the certificate of
revocation upon:
(1) The filing of an application for reinstatement.
(2) The filing with the Secretary of State by the
corporation of all reports then due and theretofore becoming
due.
(3) The payment to the Secretary of State by the
corporation of all fees, franchise taxes, and penalties then
due and theretofore becoming due.
(b) The application for reinstatement shall be executed
and filed in duplicate in accordance with Section 1.10 of
this Act and shall set forth:
(1) The name of the corporation at the time of the
issuance of the certificate of revocation.
(2) If such name is not available for use as determined
by the Secretary of State at the time of filing the
application for reinstatement, the name of the corporation as
changed; provided, however, that any change of name is
properly effected pursuant to Section 13.30 and Section 13.40
of this Act.
(3) The date of the issuance of the certificate of
revocation.
(4) The address, including street and number, or rural
route number, of the registered office of the corporation
upon reinstatement thereof, and the name of its registered
agent at such address upon the reinstatement of the
corporation; provided, however, that any change from either
the registered office or the registered agent at the time of
revocation is properly reported pursuant to Section 5.10 of
this act.
(c) When a revoked corporation has complied with the
provisions of this Section, the Secretary of State shall file
the application for issue a certificate of reinstatement.
(d) Upon the filing of the application for issuance of
the certificate of reinstatement, the authority of the
corporation to transact business in this State shall be
deemed to have continued without interruption from the date
of the issuance of the certificate of revocation, and the
corporation shall stand revived as if its certificate of
authority had not been revoked; and all acts and proceedings
of its officers, directors and shareholders, acting or
purporting to act as such, which would have been legal and
valid but for such revocation, shall stand ratified and
confirmed.
(Source: P.A. 85-1269.)
(805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
Sec. 13.70. Transacting business without certificate of
authority.
(a) No foreign corporation transacting business in this
State without a certificate of authority to do so is
permitted to maintain a civil action in any court of this
State, until the corporation obtains that a certificate of
authority. Nor shall a civil action be maintained in any
court of this State by any successor or assignee of the
corporation on any right, claim or demand arising out of the
transaction of business by the corporation in this State,
until a certificate of authority to transact business in this
State is obtained by the corporation or by a corporation that
has acquired all or substantially all of its assets.
(b) The failure of a foreign corporation to obtain a
certificate of authority to transact business in this State
does not impair the validity of any contract or act of the
corporation, and does not prevent the corporation from
defending any action in any court of this State.
(c) A foreign corporation that transacts business in
this State without a certificate of authority is liable to
this State, for the years or parts thereof during which it
transacted business in this State without a certificate of
authority, in an amount equal to all fees, franchise taxes,
penalties and other charges that would have been imposed by
this Act upon the corporation had it duly applied for and
received a certificate of authority to transact business in
this State as required by this Act, but failed to pay the
franchise taxes that would have been computed thereon, and
thereafter filed all reports required by this Act; and, if a
corporation fails to file an application for obtain a
certificate of authority within 60 days after it commences
business in this State, in addition thereto it is liable for
a penalty of either 10% of the filing fee, license fee and
franchise taxes or $200 plus $5.00 for each month or fraction
thereof in which it has continued to transact business in
this State without a certificate of authority therefor,
whichever penalty is greater. The Attorney General shall
bring proceedings to recover all amounts due this State under
this Section.
(Source: P.A. 87-516.)
(805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
Sec. 14.05. Annual report of domestic or foreign
corporation. Each domestic corporation organized under any
general law or special act of this State authorizing the
corporation to issue shares, other than homestead
associations, building and loan associations, banks and
insurance companies (which includes a syndicate or limited
syndicate regulated under Article V 1/2 of the Illinois
Insurance Code or member of a group of underwriters regulated
under Article V of that Code), and each foreign corporation
(except members of a group of underwriters regulated under
Article V of the Illinois Insurance Code) authorized to
transact business in this State, shall file, within the time
prescribed by this Act, an annual report setting forth:
(a) The name of the corporation.
(b) The address, including street and number, or
rural route number, of its registered office in this
State, and the name of its registered agent at that
address and a statement of change of its registered
office or registered agent, or both, if any.
(c) The address, including street and number, or
rural route number, of its principal office.
(d) The names and respective business residential
addresses, including street and number, or rural route
number, of its directors and officers.
(e) A statement of the aggregate number of shares
which the corporation has authority to issue, itemized by
classes and series, if any, within a class.
(f) A statement of the aggregate number of issued
shares, itemized by classes, and series, if any, within a
class.
(g) A statement, expressed in dollars, of the
amount of paid-in capital of the corporation as defined
in this Act.
(h) Either a statement that (1) all the property of
the corporation is located in this State and all of its
business is transacted at or from places of business in
this State, or the corporation elects to pay the annual
franchise tax on the basis of its entire paid-in capital,
or (2) a statement, expressed in dollars, of the value of
all the property owned by the corporation, wherever
located, and the value of the property located within
this State, and a statement, expressed in dollars, of the
gross amount of business transacted by the corporation
and the gross amount thereof transacted by the
corporation at or from places of business in this State
as of the close of its fiscal year on or immediately
preceding the last day of the third month prior to the
anniversary month or in the case of a corporation which
has established an extended filing month, as of the close
of its fiscal year on or immediately preceding the last
day of the third month prior to the extended filing
month; however, in the case of a domestic corporation
that has not completed its first fiscal year, the
statement with respect to property owned shall be as of
the last day of the third month preceding the anniversary
month and the statement with respect to business
transacted shall be furnished for the period between the
date of incorporation and the last day of the third month
preceding the anniversary month. In the case of a
foreign corporation that has not been authorized to
transact business in this State for a period of 12 months
and has not commenced transacting business prior to
obtaining a certificate of authority, the statement with
respect to property owned shall be as of the last day of
the third month preceding the anniversary month and the
statement with respect to business transacted shall be
furnished for the period between the date of its
authorization to transact business in this State and the
last day of the third month preceding the anniversary
month. If the data referenced in item (2) of this
subsection is not completed, the franchise tax provided
for in this Act shall be computed on the basis of the
entire paid-in capital.
(i) A statement, including the basis therefor, of
status as a "minority owned business" or as a "female
owned business" as those terms are defined in the
Minority and Female Business Enterprise for Minorities,
Females, and Persons with Disabilities Act.
(j) Additional information as may be necessary or
appropriate in order to enable the Secretary of State to
administer this Act and to verify the proper amount of
fees and franchise taxes payable by the corporation.
The annual report shall be made on forms prescribed and
furnished by the Secretary of State, and the information
therein required by paragraphs (a) through (d), both
inclusive, of this Section, shall be given as of the date of
the execution of the annual report and the information
therein required by paragraphs (e), (f) and (g) of this
Section shall be given as of the last day of the third month
preceding the anniversary month, except that the information
required by paragraphs (e), (f) and (g) shall, in the case of
a corporation which has established an extended filing month,
be given in its final transition annual report and each
subsequent annual report as of the close of its fiscal year
immediately preceding its extended filing month. It shall be
executed by the corporation by its president, a
vice-president, secretary, assistant secretary, treasurer or
other officer duly authorized by the board of directors of
the corporation to execute those reports, and verified by him
or her, or, if the corporation is in the hands of a receiver
or trustee, it shall be executed on behalf of the corporation
and verified by the receiver or trustee.
(Source: P.A. 91-593, eff. 8-14-99; revised 8-23-99.)
(805 ILCS 5/14.35) (from Ch. 32, par. 14.35)
Sec. 14.35. Report following merger or consolidation.
(a) Whenever a domestic corporation or a foreign
corporation authorized to transact business in this State is
the surviving corporation in a statutory merger or whenever a
domestic corporation is the new corporation in a
consolidation, it shall, within 60 days after the effective
date of the event, if the effective date occurs after both
December 31, 1990 and the last day of the third month
immediately preceding its anniversary month in 1991, execute
and file in accordance with Section 1.10 of this Act, a
report setting forth:
(1) The name of the corporation and the state or
country under the laws of which it is organized.
(2) A description of the merger or consolidation.
(3) A statement itemized by classes and series, if
any, within a class of the aggregate number of issued
shares of the corporation as last reported to the
Secretary of State in any document required to be filed
by this Act, other than an annual report, interim annual
report, or final transition annual report.
(4) A statement itemized by classes and series, if
any, within a class of the aggregate number of issued
shares of the corporation after giving effect to the
change.
(5) A statement, expressed in dollars, of the
amount of paid-in capital of the corporation as last
reported to the Secretary of State in any document
required to be filed by this Act, other than an annual
report, interim annual report, or final transition annual
report.
(6) A statement, expressed in dollars, of the
amount of paid-in capital of the corporation after giving
effect to the merger or consolidation, which amount,
except as provided in subsection (f) of Section 9.20 of
this Act, must be at least equal to the sum of the
paid-in capital amounts of the merged or consolidated
corporations before the event.
(7) Additional information concerning each of the
constituent corporations that was a party to a merger or
consolidation as may be necessary or appropriate to
verify the proper amount of fees and franchise taxes
payable by the corporation.
(b) The report shall be made on forms prescribed and
furnished by the Secretary of State.
(Source: P.A. 91-464, eff. 1-1-00.)
(805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
Sec. 15.10. Fees for filing documents and issuing
certificates. The Secretary of State shall charge and collect
for:
(a) Filing articles of incorporation and issuing a
certificate of incorporation, $75.
(b) Filing articles of amendment and issuing a
certificate of amendment, $25, unless the amendment is a
restatement of the articles of incorporation, in which case
the fee shall be $100.
(c) Filing articles of merger or consolidation and
issuing a certificate of merger or consolidation, $100, but
if the merger or consolidation involves more than 2
corporations, $50 for each additional corporation.
(d) Filing articles of share exchange and issuing a
certificate of exchange, $100.
(e) Filing articles of dissolution, $5.
(f) Filing application to reserve a corporate name, $25.
(g) Filing a notice of transfer of a reserved corporate
name, $25.
(h) Filing statement of change of address of registered
office or change of registered agent, or both, if other than
on an annual report, $5.
(i) Filing statement of the establishment of a series of
shares, $25.
(j) Filing an application of a foreign corporation for
certificate of authority to transact business in this State
and issuing a certificate of authority, $75.
(k) Filing an application of a foreign corporation for
amended certificate of authority to transact business in this
State and issuing an amended certificate of authority, $25.
(l) Filing a copy of amendment to the articles of
incorporation of a foreign corporation holding a certificate
of authority to transact business in this State, $25, unless
the amendment is a restatement of the articles of
incorporation, in which case the fee shall be $100.
(m) Filing a copy of articles of merger of a foreign
corporation holding a certificate of authority to transact
business in this State, $100, but if the merger involves more
than 2 corporations, $50 for each additional corporation.
(n) Filing an application for withdrawal and final
report or a copy of articles of dissolution of a foreign
corporation and issuing a certificate of withdrawal, $25.
(o) Filing an annual report, interim annual report, or
final transition annual report of a domestic or foreign
corporation, $25.
(p) Filing an application for reinstatement of a
domestic or a foreign corporation and issuing a certificate
of reinstatement, $100.
(q) Filing an application for use of an assumed
corporate name, $150 $20 plus $2.50 for each year month or
part thereof ending in 0 or 5, $120 for each year or part
thereof ending in 1 or 6, $90 for each year or part thereof
ending in 2 or 7, $60 for each year or part thereof ending in
3 or 8, $30 for each year or part thereof ending in 4 or 9,
between the date of filing the application and the date of
the renewal of the assumed corporate name; and a renewal fee
for each assumed corporate name, $150.
(r) To change an assumed corporate name for the period
remaining until the renewal date of the original assumed
name, $25.
(s) Filing an application for cancellation of an assumed
corporate name, $5.
(t) Filing an application to register the corporate name
of a foreign corporation, $50; and an annual renewal fee for
the registered name, $50.
(u) Filing an application for cancellation of a
registered name of a foreign corporation, $25.
(v) Filing a statement of correction, $25.
(w) Filing a petition for refund or adjustment, $5.
(x) Filing a statement of election of an extended filing
month, $25.
(y) Filing any other statement or report, $5.
(Source: P.A. 88-691, eff. 1-24-95; 89-503, eff. 1-1-97.)
(805 ILCS 5/15.50) (from Ch. 32, par. 15.50)
Sec. 15.50. License fees payable by foreign
corporations. For the privilege of exercising its authority
to transact business in this State as set out in its
application therefor or any amendment thereto, the Secretary
of State shall charge and collect from each foreign
corporation the following license fees, computed on the basis
and at the rates prescribed in this Act:
(a) An initial license fee at the time of filing its
application for a certificate of authority to transact
business in this State whenever the application indicates the
corporation commenced transacting business prior to January
1, 1991.
(b) Except as otherwise provided in paragraph (e) of
this Section, an additional license fee at the time of filing
(1) a report of the issuance of additional shares, or (2) a
report of an increase in paid-in capital without the issuance
of shares, or (3) a report of cumulative changes in paid-in
capital or of an exchange or reclassification of shares,
whenever the report discloses an increase in the amount
represented in this State of its paid-in capital over the
greatest amount thereof theretofore reported in any document
required by this Act to be filed in the office of the
Secretary of State.
(c) Except as otherwise provided in paragraph (e) of
this Section, whenever the corporation shall be a party to a
statutory merger and shall be the surviving corporation, an
additional license fee at the time of filing its report of
paid-in capital following the merger, if the report discloses
that the amount represented in this State of its paid-in
capital immediately after the merger is greater than the
aggregate of the amounts represented in this State of the
paid-in capital of all of the merged corporations.
(d) Except as otherwise provided in paragraph (e) of
this Section, an additional license fee payable with the
annual franchise tax each year in which the corporation is
required by this Act to file an annual report whenever the
report discloses an increase in the amount represented in
this State of its paid-in capital over the amount previously
determined to be represented in this State in accordance with
the provisions of this Act.
(e) The additional license fee referred to in paragraphs
(b), (c) and (d) of this Section shall not be payable with
respect to issuances of shares or increases in paid-in
capital that occur subsequent to both December 31, 1990 and
the last day of the third month immediately preceding the
anniversary month of a foreign corporation in 1991 or to an
increase in the amount represented in this State of its
paid-in capital over the amount previously determined to be
represented in this State in accordance with the provisions
of this Act.
(Source: P.A. 86-985; 86-1217; 87-516.)
(805 ILCS 5/15.55) (from Ch. 32, par. 15.55)
Sec. 15.55. Basis of computation of license fee payable
by foreign corporations.
(a) The basis for the initial license fee payable by a
foreign corporation shall be the amount represented in this
State, determined in accordance with the provisions of this
Section, of its paid-in capital whenever the application for
a certificate of authority indicates the corporation
commenced transacting business in this State prior to January
1, 1991.
(b) The basis for an additional license fee payable by a
foreign corporation, except in the case of a statutory
merger, shall be the increased amount represented in this
State, determined in accordance with the provisions of this
Section, of its paid-in capital as disclosed by the annual
report, by any report of issuance of additional shares, or of
an increase in paid-in capital without the issuance of
shares, or of an exchange or reclassification of shares, or
of cumulative changes in paid-in capital, but the basis shall
not include any increases in its paid-in capital represented
in this State that occur after both December 31, 1990 and
the last day of the third month immediately preceding its
anniversary month in 1991.
(c) Whenever a foreign corporation shall be a party to a
statutory merger that becomes effective either prior to
January 1, 1991 or on or prior to the last day of the third
month immediately preceding the surviving corporation's
anniversary month in 1991 and shall be the surviving
corporation, the basis for an additional license fee shall be
the increased amount represented in this State, determined in
accordance with the provisions of this Section, of the
paid-in capital of the surviving corporation immediately
after the merger over the aggregate of the amounts
represented in this State of the paid-in capital of the
merged corporations.
(d) For the purpose of determining the amount
represented in this State of the paid-in capital of a foreign
corporation that shall be a party to a statutory merger that
becomes effective either prior to January 1, 1991 or on or
prior to the last day of the third month immediately
preceding the surviving corporation's anniversary month in
1991, the amount represented in this State shall be that
proportion of its paid-in capital that the sum of (1) the
value of its property located in this State and (2) the gross
amount of business transacted by it at or from places of
business in this State bears to the sum of (1) the value of
all of its property, wherever located, and (2) the gross
amount of its business, wherever transacted.
(e) The proportion represented in this State of the
paid-in capital of a foreign corporation shall be determined
from information contained in the latest annual report of the
corporation on file on the date the particular increase in
paid-in capital is shown to have been made, or, if no annual
report was on file on the date of the increase, from
information contained in the application of the corporation
for a certificate of authority to transact business in this
State, or, in case of a merger that becomes effective either
prior to January 1, 1991 or on or prior to the last day of
the third month immediately preceding the surviving
corporation's anniversary month in 1991, from information
contained in the report of the surviving corporation of the
amount of its paid-in capital following the merger.
(f) No basis under this Section may consist of any
redeemable preference shares sold to the United States
Secretary of Transportation under Sections 505 and 506 of
Public Law 94-210.
(Source: P.A. 86-985; 86-1217.)
(805 ILCS 5/15.65) (from Ch. 32, par. 15.65)
Sec. 15.65. Franchise taxes payable by foreign
corporations. For the privilege of exercising its authority
to transact such business in this State as set out in its
application therefor or any amendment thereto, each foreign
corporation shall pay to the Secretary of State the following
franchise taxes, computed on the basis, at the rates and for
the periods prescribed in this Act:
(a) An initial franchise tax at the time of filing its
application for a certificate of authority to transact
business in this State.
(b) An additional franchise tax at the time of filing
(1) a report of the issuance of additional shares, or (2) a
report of an increase in paid-in capital without the issuance
of shares, or (3) a report of cumulative changes in paid-in
capital or a report of an exchange or reclassification of
shares, whenever any such report discloses an increase in its
paid-in capital over the amount thereof last reported in any
document, other than an annual report, interim annual report
or final transition annual report, required by this Act to be
filed in the office of the Secretary of State.
(c) Whenever the corporation shall be a party to a
statutory merger and shall be the surviving corporation, an
additional franchise tax at the time of filing its report of
paid-in capital or of cumulative changes in paid-in capital
following the merger, if such report discloses that the
amount represented in this State of its paid-in capital
immediately after the merger is greater than the aggregate of
the amounts represented in this State of the paid-in capital
of such of the merged corporations as were authorized to
transact business in this State at the time of the merger, as
last reported by them in any documents, other than annual
reports, required by this Act to be filed in the office of
the Secretary of State; and in addition, the surviving
corporation shall be liable for a further additional
franchise tax on the paid-in capital of each of the merged
corporations as last reported by them in any document, other
than an annual report, required by this Act to be filed with
the Secretary of State, from their taxable year end to the
next succeeding anniversary month or, in the case of a
corporation which has established an extended filing month,
the extended filing month of the surviving corporation;
however if the taxable year ends within the 2 month period
immediately preceding the anniversary month or the extended
filing month of the surviving corporation, the tax will be
computed to the anniversary or, extended filing month of the
surviving corporation in the next succeeding calendar year.
(d) An annual franchise tax payable each year with any
annual report which the corporation is required by this Act
to file.
(Source: P.A. 86-985.)
(805 ILCS 5/15.70) (from Ch. 32, par. 15.70)
Sec. 15.70. Basis for computation of franchise taxes
payable by foreign corporations.
(a) The basis for the initial franchise tax payable by a
foreign corporation shall be the amount represented in this
State, determined in accordance with the provisions of this
Section, of its paid-in capital as disclosed by its
application for a certificate of authority to transact
business in this State.
(b) The basis for an additional franchise tax payable by
a corporation, except in the case of a statutory merger,
shall be the increased amount represented in this State,
determined in accordance with the provisions of this Section,
of its paid-in capital as disclosed by any report of issuance
of additional shares, or of an increase in paid-in capital
without the issuance of shares, or of an exchange or
reclassification of shares, or of cumulative changes in
paid-in capital.
(c) Whenever a foreign corporation shall be a party to a
statutory merger and shall be the surviving corporation, the
basis for an additional franchise tax shall be the increased
amount represented in this State, determined in accordance
with the provisions of this Section, of the paid-in capital
of the surviving corporation immediately after the merger
over the aggregate of the amounts represented in this State
of the paid-in capital of the merged corporations; provided,
however, the basis for a further additional franchise tax
payable by the surviving corporation shall be determined in
accordance with the provisions of this Section, on the
paid-in capital of each of the merged corporations from its
taxable year end to the next succeeding anniversary month or,
in the case of a corporation that has established an extended
filing month, the extended filing month of the surviving
corporation; however if the taxable year ends within the 2
month period immediately preceding the anniversary month or,
in the case of a corporation that has established an extended
filing month, the extended filing month of the surviving
corporation, the tax shall be computed to the anniversary
month or, in the case of a corporation that has established
an extended filing month, the extended filing month of the
surviving corporation in the next succeeding calendar year.
(d) The basis for the annual franchise tax payable by a
foreign corporation shall be the amount represented in this
State, determined in accordance with the provisions of this
Section, of its paid-in capital on the last day of the third
month preceding the anniversary month or, in the case of a
corporation that has established an extended filing month, on
the last day of the corporation's fiscal year preceding the
extended filing month.
(e) The amount represented in this State of the paid-in
capital of a foreign corporation shall be that proportion of
its paid-in capital that the sum of (1) the value of its
property located in this State and (2) the gross amount of
business transacted by it at or from places of business in
this State bears to the sum of (1) the value of all of its
property, wherever located, and (2) the gross amount of its
business, wherever transacted, except as follows:
(1) If the corporation elects in its annual report
in any year to pay its franchise tax upon its entire
paid-in capital, all franchise taxes accruing against the
corporation for that taxable year shall be computed
accordingly until the corporation elects otherwise in an
annual report for a subsequent year.
(2) If the corporation fails to file its annual
report in any year within the time prescribed by this
Act, the proportion of its paid-in capital represented in
this State shall be deemed to be its entire paid-in
capital, unless its annual report is thereafter filed and
its franchise taxes are thereafter adjusted by the
Secretary of State in accordance with the provisions of
this Act, in which case the proportion shall likewise be
adjusted to the same proportion that would have prevailed
if the corporation had filed its annual report within the
time prescribed by this Act.
(3) In the case of a statutory merger that becomes
effective either prior to January 1, 1991 or on or prior
to the last day of the third month preceding the
corporation's anniversary month in 1991, the amount of
the paid-in capital represented in this State of the
surviving corporation immediately after the merger, until
the filing of the next annual report of such corporation,
shall be deemed to be that proportion of the paid-in
capital of the surviving corporation that the aggregate
amounts represented in this State of the sum of the
paid-in capital of the merged corporations, separately
determined, bore to the total of the sum of the paid-in
capital of all of the merged corporations immediately
prior to the merger.
(f) For increases in paid-in capital that occur either
prior to January 1, 1991 or on or prior to the last day of
the third month preceding the corporation's anniversary month
in 1991, the proportion represented in this State of the
paid-in capital of a foreign corporation shall be determined
from information contained in the latest annual report of the
corporation on file on the date the particular increase in
paid-in capital is shown to have been made, or, if no annual
report was on file on the date of the increase, from
information contained in its application for a certificate of
authority to transact business in this State, or, in case of
a merger that becomes effective either prior to January 1,
1991 or on or prior to the last day of the third month
preceding the surviving corporation's anniversary month in
1991, from information contained in the report of the
surviving corporation of the amount of its paid-in capital
following the merger. For changes in paid-in capital that
occur after both December 31, 1990 and the last day of such
third month, the proportion represented in this State of the
paid-in capital of a corporation shall be determined from
information contained in the latest annual report of the
corporation for the taxable period in which the particular
increase in paid-in capital is shown to have been made or, if
no annual report was on file on the date of the increase,
from information contained in its application for certificate
of authority to transact business in Illinois.
(g) No basis under this Section may consist of any
redeemable preference shares sold to the United States
Secretary of Transportation under Sections 505 and 506 of
Public Law 94-210.
(Source: P.A. 91-464, eff. 1-1-00.)
(805 ILCS 5/15.75) (from Ch. 32, par. 15.75)
Sec. 15.75. Rate of franchise taxes payable by foreign
corporations.
(a) The annual franchise tax payable by each foreign
corporation shall be computed at the rate of 1/12 of 1/10 of
1% for each calendar month or fraction thereof for the period
commencing on the first day of July 1983 to the first day of
the anniversary month in 1984, but in no event shall the
amount of the annual franchise tax be less than $2.083333 per
month based on a minimum of $25 per annum or more than
$83,333.333333 per month, thereafter, the annual franchise
tax payable by each foreign corporation shall be computed at
the rate of 1/10 of 1% for the 12-months' period commencing
on the first day of the anniversary month or, in the case of
a corporation that has established an extended filing month,
the extended filing month of the corporation, but in no event
shall the amount of the annual franchise tax be less than $25
nor more than $1,000,000 per annum.
(b) The annual franchise tax payable by each foreign
corporation at the time of filing a statement of election and
interim annual report shall be computed at the rate of 1/10
of 1% for the 12 month period commencing on the first day of
the anniversary month of the corporation next following the
filing, but in no event shall the amount of the annual
franchise tax be less than $25 nor more than $1,000,000 per
annum.
(c) The annual franchise tax payable at the time of
filing the final transition annual report shall be an amount
equal to (i) 1/12 of 1/10 of 1% per month of the proportion
of paid-in capital represented in this State as shown in the
final transition annual report multiplied by (ii) the number
of months commencing with the anniversary month next
following the filing of the statement of election until, but
excluding, the second extended filing month, less the annual
franchise tax theretofore paid at the time of filing the
statement of election, but in no event shall the amount of
the annual franchise tax be less than $2.083333 per month
based on a minimum of $25 per annum or more than
$83,333.333333 per month.
(d) The initial franchise tax payable after January 1,
1983, but prior to January 1, 1991, by each foreign
corporation shall be computed at the rate of 1/10 of 1% for
the 12 months' period commencing on the first day of the
anniversary month in which the application for certificate of
authority is filed by issued to the corporation under Section
13.15 of this Act, but in no event shall the franchise tax be
less than $25 nor more than $1,000,000 per annum. Except in
the case of a foreign corporation that has begun transacting
business in Illinois prior to January 1, 1991, the initial
franchise tax payable on or after January 1, 1991, by each
foreign corporation, shall be computed at the rate of 15/100
of 1% for the 12 month period commencing on the first day of
the anniversary month in which the application for
certificate of authority is filed by issued to the
corporation under Section 13.15 of this Act, but in no event
shall the franchise tax be less than $25 nor more than
$1,000,000 per annum plus 1/20 of 1% of the basis therefor.
(e) Whenever the application for the certificate of
authority indicates that the corporation commenced
transacting business:
(1) prior to January 1, 1991, the initial franchise
tax shall be computed at the rate of 1/12 of 1/10 of 1%
for each calendar month; or
(2) after December 31, 1990, the initial franchise
tax shall be computed at the rate of 1/12 of 15/100 of 1%
for each calendar month.
(f) Each additional franchise tax payable by each
foreign corporation for the period beginning January 1, 1983
through December 31, 1983 shall be computed at the rate of
1/12 of 1/10 of 1% for each calendar month or fraction
thereof between the date of each respective increase in its
paid-in capital and its anniversary month in 1984; thereafter
until the last day of the month that is both after December
31, 1990 and the third month immediately preceding the
anniversary month in 1991, each additional franchise tax
payable by each foreign corporation shall be computed at the
rate of 1/12 of 1/10 of 1% for each calendar month, or
fraction thereof, between the date of each respective
increase in its paid-in capital and its next anniversary
month; however, if the increase occurs within the 2 month
period immediately preceding the anniversary month, the tax
shall be computed to the anniversary month of the next
succeeding calendar year. Commencing with increases in
paid-in capital that occur subsequent to both December 31,
1990 and the last day of the third month immediately
preceding the anniversary month in 1991, the additional
franchise tax payable by a foreign corporation shall be
computed at the rate of 15/100 of 1%.
(Source: P.A. 91-464, eff. 1-1-00.)
(805 ILCS 5/15.95) (from Ch. 32, par. 15.95)
Sec. 15.95. Department of Business Services Special
Operations Fund. Division of Corporations Special Operations
Fund.
(a) A special fund in the State treasury known as the
Division of Corporations Special Operations Fund is renamed
the Department of Business Services Special Operations Fund.
Moneys deposited into the Fund shall, subject to
appropriation, be used by the Department of Business Services
of the Office of the Secretary of State, hereinafter
"Department", to create and maintain the capability to
perform expedited services in response to special requests
made by the public for same day or 24 hour service. Moneys
deposited into the Fund shall be used for, but not limited
to, expenditures for personal services, retirement, social
security, contractual services, equipment, electronic data
processing, and telecommunications.
(b) The balance in the Fund at the end of any fiscal
year shall not exceed $400,000 and any amount in excess
thereof shall be transferred to the General Revenue Fund.
(c) All fees payable to the Secretary of State under
this Section shall be deposited into the Fund. No other fees
or taxes collected under this Act shall be deposited into the
Fund.
(d) "Expedited services" means services rendered within
the same day, or within 24 hours from the time, the request
therefor is submitted by the filer, law firm, service
company, or messenger physically in person or, at the
Secretary of State's discretion, by electronic means, to the
Department's Springfield Office and includes requests for
certified copies, photocopies, and certificates of good
standing or fact made to the Department's Springfield Office
in person or by telephone, or requests for certificates of
good standing or fact made in person or by telephone to the
Department's Chicago Office.
(e) Fees for expedited services shall be as follows:
Restatement of articles, $100;
Merger, consolidation or exchange, $100;
Articles of incorporation, $50;
Articles of amendment, $50;
Revocation of dissolution, $50;
Reinstatement, $50;
Application for Certificate of authority, $50;
Cumulative report of changes in issued shares or paid-in
capital, $50;
Report following merger or consolidation, $50;
Certificate of good standing or fact, $10;
All other filings, copies of documents, annual reports
for the 3 preceding years, and copies of documents of
dissolved or revoked corporations having a file number over
5199, $25.
(f) Expedited services shall not be available for a
statement of correction, a petition for refund or adjustment,
or a request involving more than 3 year's annual reports or
involving dissolved corporations with a file number below
5200.
(Source: P.A. 91-463, eff. 1-1-00.)
Section 10. The General Not For Profit Corporation Act
of 1986 is amended by changing Sections 101.10, 101.75,
101.80, 102.10, 102.15, 102.20, 102.35, 103.05, 104.05,
105.05, 105.10, 105.20, 105.25, 105.30, 108.75, 110.30,
110.35, 111.25, 111.40, 111.45, 112.20, 112.25, 112.35,
112.45, 112.80, 113.05, 113.10, 113.15, 113.20, 113.25,
113.30, 113.35, 113.40, 113.45, 113.50, 113.55, 113.60,
113.65, 113.70, 114.05, 115.05, 115.10, and 115.20 as
follows:
(805 ILCS 105/101.10) (from Ch. 32, par. 101.10)
Sec. 101.10. Forms, execution, acknowledgment and
filing. (a) All reports required by this Act to be filed in
the office of the Secretary of State shall be made on forms
which shall be prescribed and furnished by the Secretary of
State. Forms for all other documents to be filed in the
office of the Secretary of State shall be furnished by the
Secretary of State on request therefor, but the use thereof,
unless otherwise specifically prescribed in this Act, shall
not be mandatory.
(b) Whenever any provision of this Act specifically
requires any document to be executed by the corporation in
accordance with this Section, unless otherwise specifically
stated in this Act and subject to any additional provisions
of this Act, such document shall be executed, in ink, as
follows:
(1) The articles of incorporation shall be signed by the
incorporator or incorporators.
(2) All other documents shall be signed:
(i) By the president, a vice-president, the secretary,
an assistant secretary, the treasurer, or other officer duly
authorized by the board of directors of the corporation to
execute the document; or (i) By the president or a
vice-president and verified by him or her, and attested by
the secretary or an assistant secretary (or by such officers
as may be duly authorized to exercise the duties,
respectively, ordinarily exercised by the president or
vice-president and by the secretary or assistant secretary of
a corporation); or
(ii) If it shall appear from the document that there are
no such officers, then by a majority of the directors or by
such directors as may be designated by the board; or
(iii) If it shall appear from the document that there
are no such officers or directors, then by the members, or
such of them as may be designated by the members at a lawful
meeting; or
(iv) If the corporate assets are in the possession of a
receiver, trustee or other court-appointed officer, then by
the fiduciary or the majority of them if there are more than
one.
(c) The name of a person signing the document and the
capacity in which he or she signs shall be stated beneath or
opposite his or her signature.
(d) Whenever any provision of this Act requires any
document to be verified, such requirement is satisfied by
either:
(1) The formal acknowledgment by the person or one of
the persons signing the instrument that it is his or her act
and deed or the act and deed of the corporation, as the case
may be, and that the facts stated therein are true. Such
acknowledgment shall be made before a person who is
authorized by the law of the place of execution to take
acknowledgments of deeds and who, if he or she has a seal of
office, shall affix it to the instrument; or
(2) The signature, without more, of the person or
persons signing the instrument, in which case such signature
or signatures shall constitute the affirmation or
acknowledgment of the signatory, under penalties of perjury,
that the instrument is his or her act and deed or the act and
deed of the corporation, as the case may be, and that the
facts stated therein are true.
(e) Whenever any provision of this Act requires any
document to be filed with the Secretary of State or in
accordance with this Section, such requirement means that:
(1) The original signed document, and if in duplicate as
provided by this Act, one true copy, which may be signed, or
carbon or photocopy shall be delivered to the office of the
Secretary of State.
(2) All fees and charges authorized by law to be
collected by the Secretary of State in connection with the
filing of the document shall be tendered to the Secretary of
State.
(3) If the Secretary of State finds that the document
conforms to law, he or she shall, when all fees and charges
have been paid as in this Act prescribed:
(i) Endorse on the original and on the true copy, if
any, the word "filed" and the month, day and year thereof;
(ii) File the original in his or her office;
(iii) (Blank) Where so provided by this Act, issue a
certificate or certificates, as the case may be, to which he
or she shall affix the true copy; and
(iv) If the filing is in duplicate, he or she shall
return the copy, with a certificate, if any, affixed thereto,
to the corporation or its representative who shall file it
for record in the office of the Recorder of the county in
which the registered office of the corporation is situated in
this State within 15 days after the mailing thereof by the
Secretary of State, unless such document cannot with
reasonable diligence be filed within such time, in which case
it shall be filed as soon thereafter as may be reasonably
possible. Upon filing any document in the office of the
Recorder, as provided in this subparagraph, the corporation
or its representative shall pay to the office of the Recorder
the appropriate filing or recording fee imposed by law.
(f) If another Section of this Act specifically
prescribes a manner of filing or executing a specified
document which differs from the corresponding provisions of
this Section, then the provisions of such other Section shall
govern.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.75) (from Ch. 32, par. 101.75)
Sec. 101.75. Election to Accept Act.
(a) Any not-for-profit corporation without shares or
capital stock heretofore organized under any General Law or
created by Special Act of the Legislature of this State, or
any corporation having shares or capital stock organized
under any General Law or created by Special Act of the
Legislature of this State prior to the adoption of the
Constitution of 1870, for a purpose or purposes for which a
corporation may be organized under this Act, or any
corporation formed for religious purposes under An Act
Concerning Corporations, effective July 1, 1872, as amended,
may elect to accept this Act in the following manner:
(1) Unless the articles of incorporation or the
equivalent or the bylaws provide otherwise, where there are
members or shareholders entitled to vote, the board of
directors shall adopt a resolution recommending that the
corporation accept this Act and directing that the question
of such acceptance be submitted to a vote at a meeting of the
members or shareholders entitled to vote, which may be either
an annual or a special meeting. The members or shareholders
entitled to vote may elect that such corporation accept this
Act by the affirmative vote of at least two-thirds of the
votes present and voted either in person or by proxy.
(2) Unless the articles of incorporation or the
equivalent or the bylaws provide otherwise, where there are
no members or shareholders having voting rights, election to
accept this Act may be made at a meeting of the board of
directors pursuant to a majority vote of the directors
present and voting at a meeting at which a quorum is present.
(b) Upon complying with Subsection (a), the corporation
shall execute and file in duplicate a statement, in
accordance with Section 101.10 of this Act, and shall also
file a copy of its articles of incorporation, if any, and all
amendments thereto. Such statement shall set forth:
(1) A corporate name for the corporation that satisfies
the requirements of this Act;
(2) The specific purpose or purposes for which the
corporation is organized, from among the purposes authorized
in Section 103.05 of this Act;
(3) The address of the corporation's registered office
and the name of its registered agent at that office;
(4) The names and respective residential addresses of
its officers and directors;
(5) A statement that the attached copy, if any, of the
articles of incorporation of the corporation is true and
correct;
(6) A statement by the corporation that it has elected
to accept this Act and that all reports have been filed and
all fees, taxes and penalties due to the State of Illinois,
accruing under any Act to which the corporation has
theretofore been subject, have been paid;
(7) Where there are members or shareholders having
voting rights, a statement setting forth the date of the
meeting of the members or shareholders at which the election
to accept this Act was made; that a quorum was present at
such meeting, and that such acceptance was authorized either
by the affirmative vote of at least two-thirds of the votes
present and voted either in person or by proxy, or in
compliance with any different provision of the articles of
incorporation or their equivalent or of the bylaws.
(8) Where there are no members or shareholders having
voting rights, a statement of such fact, the date of the
meeting of the board of directors at which the election to
accept this Act was made, that a quorum was present at such
meeting, and that such acceptance was authorized by majority
vote of the directors present and voting at such meeting;
(9) A statement that, in addition, the corporation
followed the requirements of its articles of incorporation
and bylaws so far as applicable in effecting such acceptance;
(10) Where the corporation has issued shares of stock, a
statement of such fact, including the number of shares
theretofore authorized, the number issued and outstanding;
and a statement that all issued and outstanding shares of
stock have been delivered to the corporation to be canceled
upon the acceptance of this Act by the corporation becoming
effective and that from and after the effective date of said
acceptance, the authority to issue shares shall be thereby
terminated.
(c) When the provisions of Subsection (b) have been
complied with, the Secretary of State shall file the
statement issue a certificate of acceptance.
(d) Upon the filing of a statement issuance of a
certificate of acceptance, the election of the corporation to
accept this Act shall become effective, and such corporation
shall have the same powers and privileges, and be subject to
the same duties, restrictions, penalties and liabilities as
though such corporation had been originally organized
hereunder, and shall also be subject to any duty or
obligation expressly imposed upon such corporation by its
special charter; provided, however,
(1) That no amendment to the articles of incorporation
adopted after such election to accept this Act shall release
or terminate any duty or obligation expressly imposed upon
any such corporation under and by virtue of such special
charter, or enlarge any right, power, or privilege granted
any such corporation under a special charter except to the
extent that such right, power or privilege might have been
included in the articles of incorporation of a corporation
organized under this Act; and
(2) That in the case of any corporation with issued
shares of stock, the holders of such issued shares who
surrender them to the corporation to be canceled upon the
acceptance of this Act by the corporation becoming effective,
shall have such rights as the election to accept this Act
provides.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
Sec. 101.80. Definitions. As used in this Act, unless
the context otherwise requires, the words and phrases defined
in this Section shall have the meanings set forth herein.
(a) "Anniversary" means that day each year exactly one
or more years after:
(1) The date on the certificate of filing the articles
of incorporation prescribed by issued under Section 102.10 of
this Act, in the case of a domestic corporation;
(2) The date on the certificate of filing the
application for authority prescribed by issued under Section
113.15 of this Act in the case of a foreign corporation;
(3) The date on the certificate of filing the statement
of acceptance prescribed by issued under Section 101.75 of
this Act, in the case of a corporation electing to accept
this Act; or
(4) The date on the certificate of filing the articles
of consolidation prescribed by issued under Section 111.25 of
this Act in the case of a consolidation.
(b) "Anniversary month" means the month in which the
anniversary of the corporation occurs.
(c) "Articles of incorporation" means the original
articles of incorporation including the articles of
incorporation of a new corporation set forth in the articles
of consolidation or set forth in a statement of election to
accept this Act, and all amendments thereto, whether
evidenced by articles of amendment, articles of merger or
statement of correction affecting articles. Restated
articles of incorporation shall supersede the original
articles of incorporation and all amendments thereto prior to
the effective date of filing the articles of amendment
incorporating the restated articles of incorporation. In the
case of a corporation created by a Special Act of the
Legislature, "Articles of incorporation" means the special
charter and any amendments thereto made by Special Act of the
Legislature or pursuant to general laws.
(d) "Board of directors" means the group of persons
vested with the management of the affairs of the corporation
irrespective of the name by which such group is designated.
(e) "Bylaws" means the code or codes of rules adopted
for the regulation or management of the affairs of the
corporation irrespective of the name or names by which such
rules are designated.
(f) "Corporation" or "domestic corporation" means a
domestic not-for-profit corporation subject to the provisions
of this Act, except a foreign corporation.
(g) "Delivered," for the purpose of determining if any
notice required by this Act is effective, means:
(1) Transferred or presented to someone in person;
(2) Deposited in the United States mail addressed to the
person at his, her or its address as it appears on the
records of the corporation, with sufficient first-class
postage prepaid thereon; or
(3) Posted at such place and in such manner or otherwise
transmitted to the person's premises as may be authorized and
set forth in the articles of incorporation or the bylaws.
(h) "Foreign corporation" means a not-for-profit
corporation as defined and organized under the laws other
than the laws of this State, for a purpose or purposes for
which a corporation may be organized under this Act.
(i) "Incorporator" means one of the signers of the
original articles of incorporation.
(j) "Insolvent" means that a corporation is unable to
pay its debts as they become due in the usual course of the
conduct of its affairs.
(k) "Member" means a person or any organization, whether
not for profit or otherwise, having membership rights in a
corporation in accordance with the provisions of its articles
of incorporation or bylaws.
(l) "Net assets," for the purpose of determining the
authority of a corporation to make distributions, is equal to
the difference between the assets of the corporation and the
liabilities of the corporation.
(m) "Not-for-profit corporation" means a corporation
subject to this Act and organized solely for one or more of
the purposes authorized by Section 103.05 of this Act.
(n) "Registered office" means that office maintained by
the corporation in this State, the address of which is on
file in the office of the Secretary of State, at which any
process, notice or demand required or permitted by law may be
served upon the registered agent of the corporation.
(o) "Special charter" means the charter granted to a
corporation created by special act of the Legislature whether
or not the term "charter" or "special charter" is used in
such special act.
(Source: P.A. 84-1423.)
(805 ILCS 105/102.10) (from Ch. 32, par. 102.10)
Sec. 102.10. Articles of Incorporation. The articles of
incorporation shall be executed and filed in duplicate in
accordance with Section 101.10 of this Act.
(a) The articles of incorporation must set forth:
(1) A corporate name for the corporation that satisfies
the requirements of this Act;
(2) The specific purpose or purposes for which the
corporation is organized, from among the purposes authorized
in Section 103.05 of this Act;
(3) The address of the corporation's initial registered
office and the name of its initial registered agent at that
office;
(4) The name and address of each incorporator;
(5) The number of directors constituting the first board
of directors and the names and the residential addresses of
each such director;
(6) With respect to any organization a purpose of which
is to function as a club, as defined in Section 1-3.24 of
"The Liquor Control Act of 1934", as now or hereafter
amended, a statement that it will comply with the State and
local laws and ordinances relating to alcoholic liquors;
(7) Whether the corporation is a condominium association
as established under the Condominium Property Act, a
cooperative housing corporation defined in Section 216 of the
Internal Revenue Code of 1954 or a homeowner association
which administers a common-interest community as defined in
subsection (c) of Section 9-102 of the Code of Civil
Procedure.
(b) The articles of incorporation may set forth:
(1) Provisions not inconsistent with law with respect
to:
(i) Managing and regulating the affairs of the
corporation, including any provision for distribution of
assets on final dissolution;
(ii) Providing that the corporation shall have no
members, or shall have one or more classes of members;
(iii) Limiting, enlarging or denying the right of the
members of any class or classes of members, to vote;
(iv) Defining, limiting, and regulating the rights,
powers and duties of the corporation, its officers, directors
and members; or
(v) Superseding any provision of this Act that requires
for approval of corporation action a two-thirds vote of
members or class of members entitled to vote by specifying
any smaller or larger vote requirement not less than a
majority of the votes which members entitled to vote on a
matter shall vote, either in person or by proxy, at a meeting
at which there is a quorum.
(2) Any provision that under this Act is required or
permitted to be set forth in the articles of incorporation or
bylaws.
(c) The articles of incorporation need not set forth any
of the corporate powers enumerated in this Act.
(d) The duration of a corporation is perpetual unless
otherwise specified in the articles of incorporation.
(e) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
issue a certificate of incorporation.
(Source: P.A. 84-1423.)
(805 ILCS 105/102.15) (from Ch. 32, par. 102.15)
Sec. 102.15. Effect of issuance of certificate of
incorporation. Upon the filing of articles issuance of the
certificate of incorporation by the Secretary of State, the
corporate existence shall begin, and such filing certificate
of incorporation shall be conclusive evidence, except as
against the State, that all conditions precedent required to
be performed by the incorporators have been complied with and
that the corporation has been incorporated under this Act.
(Source: P.A. 84-1423.)
(805 ILCS 105/102.20) (from Ch. 32, par. 102.20)
Sec. 102.20. Organization of Corporation.
(a) After filing the issuance of the articles
certificate of incorporation, the first meeting of the board
of directors shall be held at the call of a majority of the
incorporators or of the directors for the purpose of:
(1) Adopting bylaws;
(2) Electing officers; and
(3) Such other purposes as may come before the
meeting.
In lieu of a meeting, director action may be taken by
consent in writing, pursuant to Section 108.45 of this Act.
(b) If the corporation has members, a first meeting of
the members may be held at the call of an officer or of a
majority of the directors, for such purposes as shall be
stated in the notice of the meeting.
If the corporation has members entitled to vote, then in
lieu of a meeting, member action may be taken by consent in
writing, pursuant to Section 107.10 of this Act.
(c) At least three days' written notice of an
organizational meeting shall be given unless the persons
entitled to such notice waive the same in writing, either
before or after such meeting. An organizational meeting may
be held either within or without this State.
(Source: P.A. 84-1423.)
(805 ILCS 105/102.35) (from Ch. 32, par. 102.35)
Sec. 102.35. Incorporation of an association or society.
(a) When an unincorporated association or society,
organized for any of the purposes for which a corporation
could be formed under this Act, authorizes the incorporation
of the association or society by the same procedure and
affirmative vote of its voting members or delegates as its
constitution, bylaws, or other fundamental agreement requires
for an amendment to its fundamental agreement or, if no such
vote is specified, by a majority vote of the voting members
present at a duly convened meeting the purpose of which is
stated in the notice of the meeting, then following the
filing of articles of incorporation under Section 102.10
setting forth those facts and that the required vote has been
obtained and upon the filing of the articles issuance of a
certificate of incorporation, the association or society
shall become a corporation and the members of the association
or society shall become members of the corporation in
accordance with provisions in the articles to that effect.
(b) Upon incorporation, all the rights, privileges,
immunities, powers, franchise, authority, and property of the
unincorporated association or society shall pass to and vest
in the corporation, and all obligations of the unincorporated
association or society shall become obligations of the
corporation.
(Source: P.A. 87-854.)
(805 ILCS 105/103.05) (from Ch. 32, par. 103.05)
Sec. 103.05. Purposes and authority of corporations;
particular purposes; exemptions.
(a) Not-for-profit corporations may be organized under
this Act for any one or more of the following or similar
purposes:
(1) Charitable.
(2) Benevolent.
(3) Eleemosynary.
(4) Educational.
(5) Civic.
(6) Patriotic.
(7) Political.
(8) Religious.
(9) Social.
(10) Literary.
(11) Athletic.
(12) Scientific.
(13) Research.
(14) Agricultural.
(15) Horticultural.
(16) Soil improvement.
(17) Crop improvement.
(18) Livestock or poultry improvement.
(19) Professional, commercial, industrial, or trade
association.
(20) Promoting the development, establishment, or
expansion of industries.
(21) Electrification on a cooperative basis.
(22) Telephone service on a mutual or cooperative
basis.
(23) Ownership and operation of water supply
facilities for drinking and general domestic use on a
mutual or cooperative basis.
(24) Ownership or administration of residential
property on a cooperative basis.
(25) Administration and operation of property owned
on a condominium basis or by a homeowner association.
(26) Administration and operation of an
organization on a cooperative basis producing or
furnishing goods, services, or facilities primarily for
the benefit of its members who are consumers of those
goods, services, or facilities.
(27) Operation of a community mental health board
or center organized pursuant to the Community Mental
Health Act for the purpose of providing direct patient
services.
(28) Provision of debt management services as
authorized by the Debt Management Service Act.
(29) Promotion, operation, and administration of a
ridesharing arrangement as defined in Section 1-176.1 of
the Illinois Vehicle Code.
(30) The administration and operation of an
organization for the purpose of assisting low-income
consumers in the acquisition of utility and telephone
services.
(31) Any purpose permitted to be exempt from
taxation under Sections 501(c) or 501(d) of the United
States Internal Revenue Code, as now in or hereafter
amended.
(32) Any purpose that would qualify for
tax-deductible gifts under the Section 170(c) of the
United States Internal Revenue Code, as now or hereafter
amended. Any such purpose is deemed to be charitable
under subsection (a)(1) of this Section.
(b) A corporation may be organized hereunder to serve in
an area that adjoins or borders (except for any intervening
natural watercourse) an area located in an adjoining state
intended to be similarly served, and the corporation may join
any corporation created by the adjoining state having an
identical purpose and organized as a not-for-profit
corporation. Whenever any corporation organized under this
Act so joins with a foreign corporation having an identical
purpose, the corporation shall be permitted to do business in
Illinois as one corporation; provided (1) that the name,
bylaw provisions, officers, and directors of each corporation
are identical, (2) that the foreign corporation complies with
the provisions of this Act relating to the admission of
foreign corporation, and (3) that the Illinois corporation
files a statement with the Secretary of State indicating that
it has joined with a foreign corporation setting forth the
name thereof and the state of its incorporation.
(Source: P.A. 90-545, eff. 1-1-98.)
(805 ILCS 105/104.05) (from Ch. 32, par. 104.05)
Sec. 104.05. Corporate name of domestic or foreign
corporation.
(a) The corporate name of a domestic corporation or of a
foreign corporation organized, existing or subject to the
provisions of this Act:
(1) May contain, separate and apart from any other
word or abbreviation in such name, the word
"corporation," "company," "incorporated," or "limited,"
or an abbreviation of one of such words;
(2) Must end with the letters "NFP" if the
corporate name contains any word or phrase which
indicates or implies that the corporation is organized
for any purpose other than a purpose for which
corporations may be organized under this Act or a purpose
other than a purpose set forth in the corporation's
articles of incorporation; Shall not contain any word or
phrase which indicates or implies that the corporation is
organized for any purpose other than a purpose for which
corporations may be organized under this Act, or a
purpose other than a purpose set forth in its articles of
incorporation;
(3) Shall be distinguishable upon the records in
the the office of the Secretary of State from the
corporate name or assumed corporate name of any domestic
corporation or limited liability company organized under
the Limited Liability Company Act, whether for profit or
not for profit, existing under any Act of this State or
the name or assumed name of any foreign corporation or
foreign limited liability company registered under the
Limited Liability Company Act, whether for profit or not
for profit, authorized to transact business or conduct
affairs in this State, or a name the exclusive right to
which is, at the time, reserved or registered in the
manner provided in this Act or Section 1-15 of the
Limited Liability Company Act, except that, subject to
the discretion of the Secretary of State, a foreign
corporation that has a name prohibited by this paragraph
may be issued a certificate of authority to conduct its
affairs in this State, if the foreign corporation:
(i) Elects to adopt an assumed corporation
name or names in accordance with Section 104.15 of
this Act; and
(ii) Agrees in its application for a
certificate of authority to conduct affairs in this
State only under such assumed corporate name or
names;
(4) Shall not contain a word or phrase, or an
abbreviation or derivation thereof, the use of which is
prohibited or restricted by any other statute of this
State unless such restriction has been complied with;
(5) Shall consist of letters of the English
alphabet, Arabic or Roman numerals, or symbols capable of
being readily reproduced by the office of the Secretary
of State;
(6) Shall not contain the words "regular democrat,"
"regular democratic," "regular republican," "democrat,"
"democratic," or "republican," nor the name of any other
established political party, unless consent to usage of
such words or name is given to the corporation by the
State central committee of such established political
party; notwithstanding any other provisions of this Act,
any corporation, whose name at the time this amendatory
Act takes effect contains any of the words listed in this
paragraph shall certify to the Secretary of State no
later than January 1, 1989, that consent has been given
by the State central committee; consent given to a
corporation by the State central committee to use the
above listed words may be revoked upon notification to
the corporation and the Secretary of State; and
(7) Shall be the name under which the corporation
shall conduct affairs in this State unless the
corporation shall also elect to adopt an assumed
corporate name or names as provided in this Act;
provided, however, that the corporation may use any
divisional designation or trade name without complying
with the requirements of this Act, provided the
corporation also clearly discloses its corporate name.
(b) The Secretary of State shall determine whether a
name is "distinguishable" from another name for purposes of
this Act. Without excluding other names which may not
constitute distinguishable names in this State, a name is not
considered distinguishable, for purposes of this Act, solely
because it contains one or more of the following:
(1) The word "corporation," "company,"
"incorporated," or "limited" or an abbreviation of one of
such words;
(2) Articles, conjunctions, contractions,
abbreviations, different tenses or number of the same
word.
(c) Nothing in this Section or Sections 104.15 or 104.20
of this Act shall:
(1) Require any domestic corporation existing or
any foreign corporation having a certificate of authority
on the effective date of this Act, to modify or otherwise
change its corporate name or assumed corporate name, if
any; or
(2) Abrogate or limit the common law or statutory
law of unfair competition or unfair trade practices, nor
derogate from the common law or principles of equity or
the statutes of this State or of the United States with
respect to the right to acquire and protect copyrights,
trade names, trade marks, service names, service marks,
or any other right to the exclusive use of name or
symbols.
(Source: P.A. 85-1396.)
(805 ILCS 105/105.05) (from Ch. 32, par. 105.05)
Sec. 105.05. Registered office and registered agent.
(a) Each domestic corporation and each foreign
corporation having a certificate of authority to conduct
affairs in this State shall have and continuously maintain in
this State:
(1) A registered office which may be, but need not
be, the same as its place of business in this State.
(2) A registered agent, which agent may be either
an individual, resident in this State, whose business
office is identical with such registered office, or a
domestic corporation for profit or a foreign corporation
for profit authorized to conduct affairs in this State
that is authorized by its articles of incorporation to
act as such agent, having a business office identical
with such registered office.
(b) The address, including street and number, if any, of
the initial registered office, and the name of the initial
registered agent of each corporation organized under this Act
shall be stated in its articles of incorporation; and of each
foreign corporation shall be stated in its application for a
certificate of authority to conduct affairs in this State.
(c) In the event of dissolution of a corporation, either
voluntary, administrative, or judicial, the registered agent
and the registered office of the corporation on record with
the Secretary of State on the date of the issuance of the
certificate or judgment of dissolution shall be an agent of
the corporation upon whom claims can be served or service of
process can be had during the two year post-dissolution
period provided in Section 112.80 of this Act, unless such
agent resigns or the corporation properly reports a change of
registered office or registered agent.
(d) In the event of revocation of a certificate of
authority of a foreign corporation, the registered agent and
the registered office of the corporation on record with the
Secretary of State on the date of the issuance of the
certificate of revocation shall be an agent of the
corporation upon whom claims can be served or service of
process can be had, unless such agent resigns.
(Source: P.A. 84-1423.)
(805 ILCS 105/105.10) (from Ch. 32, par. 105.10)
Sec. 105.10. Change of registered office or registered
agent.
(a) A domestic corporation or a foreign corporation may
from time to time change the address of its registered
office. A domestic corporation or a foreign corporation
shall change its registered agent if the office of registered
agent shall become vacant for any reason, or if its
registered agent becomes disqualified or incapacitated to
act, or if the corporation revokes the appointment of its
registered agent.
(b) A domestic corporation or a foreign corporation may
change the address of its registered office or change its
registered agent, or both, by so indicating on the statement
of change on the annual report of that corporation filed
pursuant to Section 114.10 of this Act or by executing and
filing in duplicate, in accordance with Section 101.10 of
this Act, a statement setting forth:
(1) the name of the corporation;
(2) the address, including street and number, or
rural route number, of its then registered office;
(3) if the address of its registered office be
changed, the address, including street and number, or
rural route number, to which the registered office is to
be changed;
(4) the name of its then registered agent;
(5) if its registered agent be changed, the name of
its successor registered agent;
(6) that the address of its registered office and
the address of the business office of its registered
agent, as changed, will be identical;
(7) that such change was authorized by resolution
duly adopted by the board of directors.
(c) A legible copy of the statement of change as on the
annual report returned by the Secretary of State shall be
filed for record within the time prescribed by this Act in
the office of the Recorder of the county in which the
registered office of the corporation in this State was
situated before the filing of the statement in the Office of
the Secretary of State (Blank).
(d) If the registered office is changed from one county
to another county, then the corporation shall also file for
record within the time prescribed by this Act in the office
of the Recorder of the county to which such registered office
is changed:
(1) In the case of a domestic corporation:
(i) A copy of its articles of incorporation
certified by the Secretary of State.
(ii) A copy of the statement of change of
address of its registered office, certified by the
Secretary of State.
(2) In the case of a foreign corporation:
(i) A copy of its application for certificate
of authority to transact business in this State,
with a copy of its application therefor affixed
thereto, certified by the Secretary of State.
(ii) A copy of all amendments to such
certificate of authority, if any, likewise certified
by the Secretary of State.
(iii) A copy of the statement of change of
address of its registered office certified by the
Secretary of State.
(e) The change of address of the registered office, or
the change of registered agent, or both, as the case may be,
shall become effective upon the filing of such statement by
the Secretary of State.
(Source: P.A. 91-357, eff. 7-29-99.)
(805 ILCS 105/105.20) (from Ch. 32, par. 105.20)
Sec. 105.20. Change of Address of Registered Agent.
(a) A registered agent may change the address of the
registered office of the domestic corporation or of the
foreign corporation, for which he or she or it is registered
agent, to another address in this State, by so indicating in
the statement of change on the annual report of the
corporation filed under Section 114.10 of this Act or by
filing, in duplicate, in accordance with Section 101.10 of
this Act a statement setting forth:
(1) the name of the corporation;
(2) the address, including street and number, or
rural route number, of its then registered office;
(3) the address, including street and number, or
rural route number, to which the registered office is to
be changed;
(4) the name of its registered agent;
(5) that the address of its registered office and
the address of the business office of its registered
agent, as changed, will be identical.
(b) Such statement shall be executed by the registered
agent.
(c) The change of address of the registered office shall
become effective upon the filing of such statement by the
Secretary of State.
(Source: P.A. 85-1269.)
(805 ILCS 105/105.25) (from Ch. 32, par. 105.25)
Sec. 105.25. Service of process on domestic or foreign
corporation.
(a) Any process, notice, or demand required or permitted
by law to be served upon a domestic corporation or a foreign
corporation having a certificate of authority to conduct
affairs in this State may be served either upon the
registered agent appointed by the corporation or upon the
Secretary of State as provided in this Section.
(b) The Secretary of State shall be irrevocably
appointed as an agent of a domestic corporation or of a
foreign corporation having a certificate of authority upon
whom any process, notice or demand may be served:
(1) Whenever the corporation shall fail to appoint
or maintain a registered agent in this State; or
(2) Whenever the corporation's registered agent
cannot with reasonable diligence be found at the
registered office in this State; or
(3) When a domestic corporation has been dissolved,
the conditions of paragraph (1) or paragraph (2) exist,
and an action, suit or proceeding is instituted against
or affecting the corporation within the two years after
the issuance of a certificate of dissolution or the
filing of a judgment of dissolution; or
(4) When the certificate of authority of a foreign
corporation has been revoked.
(c) Service under subsection (b) shall be made by:
(1) Service on the Secretary of State, or on any
clerk having charge of the corporation division
department at his or her office, of a copy of the
process, notice or demand, together with any papers
required by law to be delivered in connection with
service, and a fee as prescribed by subsection (b) of
Section 115.15 of this Act;
(2) Transmittal by the person instituting the
action, suit or proceeding of notice of the service on
the Secretary of State and a copy of the process, notice
or demand and accompanying papers to the corporation
being served, by registered or certified mail:
(i) At the last registered office of the
corporation as shown by the records on file in the
office of the Secretary of State; or
(ii) At such address the use of which the
person instituting the action, suit or proceeding
knows or, on the basis of reasonable inquiry, has
reason to believe is most likely to result in actual
notice; and
(3) Appendage by the person instituting the action,
suit or proceeding of an affidavit of compliance with
this Section in substantially such form as the Secretary
of State may by rule or regulation prescribe, to the
process, notice or demand.
(d) Nothing herein contained shall limit or affect the
right to serve any process, notice, or demand required or
permitted by law to be served upon a corporation in any other
manner now or hereafter permitted by law.
(e) The Secretary of State shall keep a record of all
processes, notices, and demands served upon him or her under
this Section, and shall record therein the time of such
service and his or her action with reference thereto but
shall not be required to retain such information for a period
longer than five years from his or her receipt of the
service.
(Source: P.A. 84-1423.)
(805 ILCS 105/105.30) (from Ch. 32, par. 105.30)
Sec. 105.30. Service of process on foreign corporation
not authorized to conduct affairs in Illinois. If any
foreign corporation conducts affairs in this State without
having obtained a certificate of authority to conduct
affairs, it shall be deemed that such corporation has
designated and appointed the Secretary of State as an agent
for process upon whom any notice, process or demand may be
served. Service on the Secretary of State shall be made in
the manner set forth in subsection (c) of Section 105.25 of
this Act.
(Source: P.A. 84-1423.)
(805 ILCS 105/108.75) (from Ch. 32, par. 108.75)
Sec. 108.75. Indemnification of officers, directors,
employees and agents; insurance.
(a) A corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation)
by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or who is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit
or proceeding, if such person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed
to the best interests of the corporation or, with respect to
any criminal action or proceeding, that the person had
reasonable cause to believe that his or her conduct was
unlawful.
(b) A corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor
by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the
defense or settlement of such action or suit, if such person
acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of
the corporation, provided that no indemnification shall be
made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her
duty to the corporation, unless, and only to the extent that
the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity
for such expenses as the court shall deem proper.
(c) To the extent that a present or former director,
officer or, employee or agent of a corporation has been
successful, on the merits or otherwise, in the defense of any
action, suit or proceeding referred to in subsections (a) and
(b), or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such
person in connection therewith, if that person acted in good
faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the corporation.
(d) Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the corporation
only as authorized in the specific case, upon a determination
that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct
set forth in subsections (a) or (b). Such determination
shall be made with respect to a person who is a director or
officer at the time of the determination: (1) by the majority
vote of the directors who are (1) by the board of directors
by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, even
though less than a quorum, (2) by a committee of the
directors designated by a majority vote of the directors,
even through less than a quorum, (3) if there are no such
directors, or if the directors so direct, or (2) if such a
quorum is not obtainable, or even if obtainable, if a quorum
of disinterested directors so directs, by independent legal
counsel in a written opinion, or (4) (3) by the members
entitled to vote, if any.
(e) Expenses (including attorney's fees) incurred by an
officer or director in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding,
as authorized by the board of directors in the specific case,
upon receipt of an undertaking by or on behalf of the
director or, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that such person he
or she is entitled to be indemnified by the corporation as
authorized in this Section. Such expenses (including
attorney's fees) incurred by former directors and officers or
other employees and agents may be so paid on such terms and
conditions, if any, as the corporation deems appropriate.
(f) The indemnification provided by the Section shall
not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw,
agreement, vote of members or disinterested directors, or
otherwise, both as to action in his or her official capacity
and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of
such a person.
(g) A corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer,
employee or agent of the corporation, or who is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and
incurred by such person in any such capacity, or arising out
of his or her status as such, whether or not the corporation
would have the power to indemnify such person against such
liability under the provisions of this Section.
(h) In the case of a corporation with members entitled
to vote, if a corporation indemnifies has paid indemnity or
advances has advanced expenses under subsection (b) of this
Section to a director or, officer, employee or agent, the
corporation shall report the indemnification or advance in
writing to the members entitled to vote with or before the
notice of the next meeting of the members entitled to vote.
(i) For purposes of this Section, references to "the
corporation" shall include, in addition to the surviving
corporation, any merging corporation (including any
corporation having merged with a merging corporation)
absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to
indemnify its directors, officers, employees or agents, so
that any person who was a director, officer, employee or
agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to
the surviving corporation as such person would have with
respect to such merging corporation if its separate existence
had continued.
(j) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references
to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and
references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves
services by such director, officer, employee, or agent with
respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a
manner he or she reasonably believed to be in the best
interests of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation"
as referred to in this Section.
(k) The changes to this Section made by this amendatory
Act of the 92nd General Assembly apply only to actions
commenced on or after the effective date of this amendatory
Act of the 92nd General Assembly.
(Source: P.A. 84-1423.)
(805 ILCS 105/110.30) (from Ch. 32, par. 110.30)
Sec. 110.30. Articles of amendment.
(a) Except as provided in Section 110.40 of this Act,
the articles of amendment shall be executed and filed in
duplicate in accordance with Section 101.10 of this Act and
shall set forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) If the amendment was adopted pursuant to
Section 110.15 of this Act:
(i) A statement that the amendment received
the affirmative vote of a majority of the directors
in office, at a meeting of the board of directors,
and the date of the meeting; or
(ii) A statement that the amendment was
adopted by written consent, signed by all the
directors in office, in compliance with Section
108.45 of this Act;
(4) If the amendment was adopted pursuant to
Section 110.20 of this Act:
(i) A statement that the amendment was adopted
at a meeting of members entitled to vote by the
affirmative vote of the members having not less than
the minimum number of votes necessary to adopt such
amendment, as provided by this Act, the articles of
incorporation or the bylaws, and the date of the
meeting; or
(ii) A statement that the amendment was
adopted by written consent signed by members
entitled to vote having not less than the minimum
number of votes necessary to adopt such amendment,
as provided by this Act, the articles of
incorporation, or the bylaws, in compliance with
Section 107.10 of this Act.
(5) If the amendment restates the articles of
incorporation, the amendment shall so state and shall set
forth:
(i) The text of the articles as restated;
(ii) The date of incorporation, the name under
which the corporation was incorporated, subsequent
names, if any, that the corporation adopted pursuant
to amendment of its articles of incorporation, and
the effective date of any such amendments;
(iii) The address of the registered office and
the name of the registered agent on the date of
filing the restated articles.
The articles as restated must include all the
information required by subsection (a) of Section
102.10 of this Act, except that the articles need
not set forth the information required by paragraphs
3, 4 or 5 thereof. If any provision of the articles
of incorporation is amended in connection with the
restatement, the articles of amendment shall clearly
identify such amendment.
(6) If, pursuant to Section 110.35 of this Act, the
amendment is to become effective subsequent to the date
on which the articles certificate of amendment are filed
is issued, the date on which the amendment is to become
effective.
(7) If the amendment revives the articles of
incorporation and extends the period of corporate
duration, the amendment shall so state and shall set
forth:
(i) The date the period of duration expired
under the articles of incorporation;
(ii) A statement that the period of duration
will be perpetual, or, if a limited duration is to
be provided, the date to which the period of
duration is to be extended; and
(iii) A statement that the corporation has
been in continuous operation since before the date
of expiration of its original period of duration.
(b) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
issue a certificate of amendment.
(Source: P.A. 84-1423.)
(805 ILCS 105/110.35) (from Ch. 32, par. 110.35)
Sec. 110.35. Effect of certificate of amendment.
(a) The amendment shall become effective and the
articles of incorporation shall be deemed to be amended
accordingly, as of the later of:
(1) The filing of the articles issuance of the
certificate of amendment by the Secretary of State; or
(2) The time established under the articles of
amendment, not to exceed 30 days after the filing of the
articles issuance of the certificate of amendment by the
Secretary of State.
(b) If the amendment is made in accordance with the
provisions of Section 110.40 of this Act, upon the filing of
the articles issuance of the certificate of amendment by the
Secretary of State, the amendment shall become effective and
the articles of incorporation shall be deemed to be amended
accordingly, without any action thereon by the directors or
members of the corporation and with the same effect as if the
amendments had been adopted by unanimous action of the
directors and members of the corporation.
(c) If the amendment restates the articles of
incorporation, such restated articles of incorporation shall,
upon such amendment becoming effective, supersede and stand
in lieu of the corporation's preexisting articles of
incorporation.
(d) If the amendment revives the articles of
incorporation and extends the period of corporate duration,
upon the filing of the articles issuance of the certificate
of amendment by the Secretary of State, the amendment shall
become effective and the corporate existence shall be deemed
to have continued without interruption from the date of
expiration of the original period of duration, and the
corporation shall stand revived with such powers, duties and
obligations as if its period of duration had not expired; and
all acts and proceedings of its officers, directors and
members, acting or purporting to act as such, which would
have been legal and valid but for such expiration, shall
stand ratified and confirmed.
(e) No amendment of the articles of incorporation of a
corporation shall affect any existing cause of action in
favor of or against such corporation, or any pending suit in
which such corporation shall be a party, or the existing
rights of persons other than members; and, in the event the
corporate name shall be changed by amendment, no suit brought
by or against such corporation under its former name shall be
abated for that reason.
(Source: P.A. 84-1423.)
(805 ILCS 105/111.25) (from Ch. 32, par. 111.25)
Sec. 111.25. Articles of merger or consolidation.
(a) Articles of merger or consolidation shall be
executed by each corporation and filed in duplicate in
accordance with Section 101.10 of this Act and shall set
forth:
(1) the name of each corporation;
(2) the plan of merger or consolidation;
(3) as to each corporation where the plan of merger
or consolidation was adopted pursuant Section 111.15 of
this Act:
(i) a statement that the plan received the
affirmative vote of a majority of the directors in
office, at a meeting of the board of directors, and
the date of the meeting; or
(ii) a statement that the plan was adopted by
written consent, signed by all the directors in
office, in compliance with Section 108.45 of this
Act; and
(4) as to each corporation where the plan of merger
or consolidation was adopted pursuant Section 111.20 of
this Act:
(i) a statement that the plan was adopted at a
meeting of members by the affirmative vote of
members having not less than the minimum number of
votes necessary to adopt the plan, as provided by
this Act, the articles of incorporation, or the
bylaws, and the date of the meeting; or
(ii) a statement that the plan was adopted by
written consent, signed by members having not less
than the minimum number of votes necessary to adopt
the plan, as provided by this Act, the articles of
incorporation or the bylaws, in compliance with
Section 107.10 of this Act.
(b) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
issue a certificate of merger or consolidation.
(Source: P.A. 91-357, eff. 7-29-99.)
(805 ILCS 105/111.40) (from Ch. 32, par. 111.40)
Sec. 111.40. Effective date of merger or consolidation.
The merger or consolidation shall become effective upon the
filing of the articles issuance of the certificate of merger
or consolidation by the Secretary of State or on a later
specified date, not more than 30 days subsequent to the
filing of the articles of merger or consolidation issuance of
the certificate by the Secretary of State, as may be provided
for in the plan.
(Source: P.A. 88-151.)
(805 ILCS 105/111.45) (from Ch. 32, par. 111.45)
Sec. 111.45. Recording of certificate and articles of
merger or consolidation. The articles of merger or
consolidation certificate of merger with the copy of the
articles of merger affixed thereto by the Secretary of State
or the certificate of consolidation with the copy of the
articles of consolidation affixed thereto by the Secretary of
State, shall be returned to the surviving or new corporation,
as the case may be, or to its representative, and such
certificate and articles, or a copy thereof certified by the
Secretary of State, shall be filed for record within the time
prescribed by Section 101.10 of this Act in the office of the
Recorder of each county in which the registered office of
each merging or consolidating corporation may be situated,
and in the case of a consolidation, in the office of the
Recorder of the county in which the registered office of the
new corporation shall be situated.
(Source: P.A. 84-1423.)
(805 ILCS 105/112.20) (from Ch. 32, par. 112.20)
Sec. 112.20. Articles of dissolution.
(a) When a voluntary dissolution has been authorized as
provided by this Act, articles of dissolution shall be
executed and filed in duplicate in accordance with Section
101.10 of this Act and shall set forth:
(1) The name of the corporation.
(2) The date dissolution was authorized.
(3) A post-office address to which may be mailed a
copy of any process against the corporation that may be
served on the Secretary of State.
(4) Where dissolution is authorized pursuant to
Section 112.05 of this Act:
(i) A statement that the dissolution received
the affirmative vote of a majority of the directors
in office, at a meeting of the board of directors,
and the date of the meeting; or
(ii) A statement that the dissolution was
adopted by written consent, signed by all the
directors in office, in compliance with Section
108.45 of this Act.
(5) If the dissolution was adopted pursuant to
Section 112.10 or 112.15 of this Act:
(i) A statement that the dissolution was
adopted at a meeting of members by the affirmative
vote of the members having not less than the minimum
number of votes necessary to adopt the dissolution,
as provided by this Act, the articles of
incorporation, or the bylaws, and the date of the
meeting; or
(ii) A statement that the dissolution was
adopted by written consent, signed by members having
not less than the minimum number of votes necessary
to adopt the dissolution, as provided by this Act,
the articles of incorporation, or the bylaws, in
compliance with Section 107.10 of this Act.
(b) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
issue a certificate of dissolution.
(c) The dissolution is effective on the date of the
filing of the articles issuance of the certificate thereof by
the Secretary of State.
(Source: P.A. 84-1423.)
(805 ILCS 105/112.25) (from Ch. 32, par. 112.25)
Sec. 112.25. Revocation of Dissolution.
(a) A corporation may revoke its dissolution within 60
days of its effective date if the corporation has not begun
to distribute its assets or has not commenced a proceeding
for court supervision of its winding up under Section 112.50
of this Act.
(b) The corporation's board of directors may revoke the
dissolution without action by members entitled to vote on
dissolution.
(c) Within 60 days after the dissolution has been
revoked by the corporation, articles of revocation of
dissolution shall be executed and filed in duplicate in
accordance with Section 101.10 of this Act and shall set
forth:
(1) The name of the corporation;
(2) The effective date of the dissolution that was
revoked;
(3) A statement that the corporation has not begun
to distribute its assets nor has it commenced a
proceeding for court supervision of its winding up;
(4) The date the revocation of dissolution was
authorized;
(5) A statement that the corporation's board of
directors revoked the dissolution.
(d) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
issue a certificate of revocation of dissolution. Failure to
file the revocation of dissolution as required in subsection
(c) hereof shall not be grounds for the Secretary of State to
reject the filing, but the corporation filing beyond the time
period shall pay a penalty as prescribed by this Act.
(e) The revocation of dissolution is effective on the
date of the filing of the articles issuance of the
certificate thereof by the Secretary of State and shall
relate back and take effect as of the date of issuance of the
certificate of dissolution and the corporation may resume
conducting affairs as if dissolution had never occurred.
(Source: P.A. 85-1269.)
(805 ILCS 105/112.35) (from Ch. 32, par. 112.35)
Sec. 112.35. Grounds for administrative dissolution. The
Secretary of State may dissolve any corporation
administratively if:
(a) It has failed to file its annual report as required
by this Act before the first day of the anniversary month of
the corporation of the year in which such annual report
becomes due;
(b) It has failed to file in the office of the Secretary
of State any report after the expiration of the period
prescribed in this Act for filing such report;
(c) It has failed to pay any fees or charges prescribed
by this Act;
(d) (c) It has failed to appoint and maintain a
registered agent in this State; or
(e) It has misrepresented any material matter in any
application, report, affidavit, or other document filed by
the corporation pursuant to this Act; or
(f) (d) The Secretary of State receives notification
from a local liquor commissioner, pursuant to Section 4-4(3)
of "The Liquor Control Act of 1934," as now or hereafter
amended, that an organization incorporated under this Act and
functioning as a club has violated that Act by selling or
offering for sale at retail alcoholic liquors without a
retailer's license.
(Source: P.A. 84-1423.)
(805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
Sec. 112.45. Reinstatement following administrative
dissolution.
(a) A domestic corporation administratively dissolved
under Section 112.40 of this Act may be reinstated by the
Secretary of State within five years following the date of
issuance of the certificate of dissolution upon:
(1) The filing of an application for reinstatement;
(2) The filing with the Secretary of State by the
corporation of all reports then due and theretofore
becoming due;
(3) The payment to the Secretary of State by the
corporation of all fees and penalties then due and
theretofore becoming due.
(b) The application for reinstatement shall be executed
and filed in duplicate in accordance with Section 101.10 of
this Act and shall set forth:
(1) The name of the corporation at the time of the
issuance of the certificate of dissolution;
(2) If such name is not available for use as
determined by the Secretary of State at the time of
filing the application for reinstatement, the name of the
corporation as changed; provided, however, that any
change of name is properly effected pursuant to Section
110.05 and Section 110.30 of this Act;
(3) The date of the issuance of the certificate of
dissolution;
(4) The address, including street and number, or
rural route number, of the registered office of the
corporation upon reinstatement thereof, and the name of
its registered agent at such address upon the
reinstatement of the corporation, provided however, that
any change from either the registered office or the
registered agent at the time of dissolution is properly
reported pursuant to Section 105.10 of this Act.
(c) When a dissolved corporation has complied with the
provisions of this Section, the Secretary of State shall file
the application for issue a certificate of reinstatement.
(d) Upon the filing of the application for issuance of
the certificate of reinstatement, the corporate existence
shall be deemed to have continued without interruption from
the date of the issuance of the certificate of dissolution,
and the corporation shall stand revived with such powers,
duties and obligations as if it had not been dissolved; and
all acts and proceedings of its officers, directors and
members, acting or purporting to act as such, which would
have been legal and valid but for such dissolution, shall
stand ratified and confirmed.
(Source: P.A. 86-381.)
(805 ILCS 105/112.80) (from Ch. 32, par. 112.80)
Sec. 112.80. Survival of remedy after dissolution. The
dissolution of a corporation either (1) by filing articles of
dissolution in accordance with Section 112.20 of this Act,
(2) (1) by the issuance of a certificate of dissolution in
accordance with Section 112.40 of this Act by the Secretary
of State, (3) or (2) by a judgment of dissolution by a
Circuit Court of this State, or (4) (3) by expiration of its
period of duration, shall not take away nor impair any remedy
available to or against such corporation, its directors,
members or persons receiving distributions, for any right or
claim existing, or any liability incurred, prior to such
dissolution if action or other proceeding thereon is
commenced within two years after the date of such
dissolution. Any such action or proceeding by or against the
corporation may be prosecuted or defended by the corporation
in its corporate name.
(Source: P.A. 84-1423.)
(805 ILCS 105/113.05) (from Ch. 32, par. 113.05)
Sec. 113.05. Admission of foreign corporation. A
foreign corporation organized not for profit, before it
conducts any affairs in this State, shall procure a
certificate of authority so to do from the Secretary of
State. A foreign corporation organized not for profit, upon
complying with the provisions of this Act, may secure from
the Secretary of State the a certificate of authority to
conduct affairs in this State. A foreign corporation shall
not be denied a certificate of authority by reason of the
fact that the laws of the state under which such corporation
is organized governing its organization and internal affairs
differ from the laws of this State, and nothing in this Act
contained shall be construed to authorize this State to
regulate the organization or the internal affairs of such
corporation.
(Source: P.A. 84-1423.)
(805 ILCS 105/113.10) (from Ch. 32, par. 113.10)
Sec. 113.10. Powers of foreign corporation. No foreign
corporation shall conduct in this State any affairs which a
corporation organized under the laws of this State is not
permitted to conduct. A foreign corporation which shall have
received a certificate of authority to conduct affairs under
this Act shall, until a certificate of revocation has been
issued or an application for of withdrawal shall have been
filed issued as provided in this Act, enjoy the same, but no
greater, rights and privileges as a domestic corporation
organized for the purposes set forth in the application
pursuant to which such certificate of authority is granted
issued; and, except as in Section 113.05 of this Act
otherwise provided with respect to the organization and
internal affairs of a foreign corporation and except as
elsewhere in this Act otherwise provided, shall be subject to
the same duties, restrictions, penalties, and liabilities now
or hereafter imposed upon a domestic corporation of like
character.
(Source: P.A. 84-1423.)
(805 ILCS 105/113.15) (from Ch. 32, par. 113.15)
Sec. 113.15. Application for certificate of authority.
(a) A foreign corporation, in order to procure a
certificate of authority to conduct affairs in this State,
shall execute and file in duplicate an application therefor,
in accordance with Section 101.10 of this Act, and shall also
file a copy of its articles of incorporation and all
amendments thereto, duly authenticated by the proper officer
of the state or country wherein it is incorporated. Such
application shall set forth:
(1) The name of the corporation, with any additions
thereto required in order to comply with Section 104.05
of this Act together with the State or country under the
laws of which it is organized;
(2) The date of its incorporation and the period of
its duration;
(3) The address, including street and number, if
any, of its principal office;
(4) The address, including street and number, or
rural route number, of its proposed registered office in
this State, and the name of its proposed registered agent
in this State at such address;
(5) (Blank); The names of the states and countries,
if any, in which it is admitted or qualified to conduct
affairs;
(6) The purpose or purposes for which it was
organized which it proposes to pursue in the conduct of
affairs in this State;
(7) The names and respective residential addresses,
including street and number, or rural route number, of
its directors and officers;
(8) With respect to any foreign corporation a
purpose of which is to function as a club, as defined in
Section 1- 3.24 of "The Liquor Control Act of 1934," as
now or hereafter amended, a statement that it will comply
with the State and local laws and ordinances relating to
alcoholic liquors; and
(9) Such additional information as may be necessary
or appropriate in order to enable the Secretary of State
to determine whether such corporation is entitled to be
granted a certificate of authority to conduct affairs in
this State.
(b) Such application shall be made on forms prescribed
and furnished by the Secretary of State.
(c) When the provisions of this Section have been
complied with, the Secretary of State shall file the
application for issue a certificate of authority.
(Source: P.A. 85-1269.)
(805 ILCS 105/113.20) (from Ch. 32, par. 113.20)
Sec. 113.20. Effect of certificate of authority. Upon
the filing of the application for issuance of a certificate
of authority by the Secretary of State, the corporation shall
have the right to conduct affairs in this State for those
purposes set forth in its application, subject, however, to
the right of this State to revoke such right to conduct
affairs in this State as provided in this Act.
(Source: P.A. 84-1423.)
(805 ILCS 105/113.25) (from Ch. 32, par. 113.25)
Sec. 113.25. Change of name by foreign corporation.
Whenever a foreign corporation which is admitted to conduct
affairs in this State shall change its name to one under
which a certificate of authority to conduct affairs in this
State would not be granted to it on application therefor, the
authority of such corporation to conduct affairs in this
State shall be suspended and it shall not thereafter conduct
any affairs in this State until it has changed its name to a
name which is available to it under the laws of this State or
until it has adopted an assumed corporate name in accordance
with Section 104.15 of this Act.
(Source: P.A. 84-1423.)
(805 ILCS 105/113.30) (from Ch. 32, par. 113.30)
Sec. 113.30. Amendment to articles of incorporation of
foreign corporation. Each foreign corporation authorized to
conduct affairs in this State, whenever its articles of
incorporation are amended, shall forthwith file in the office
of the Secretary of State a copy of such amendment duly
authenticated by the proper officer of the State or country
under the laws of which such corporation is organized; but
the filing thereof shall not of itself enlarge or alter the
purpose or purposes which such corporation is authorized to
pursue in conducting affairs in this State, nor authorize
such corporation to conduct affairs in this State under any
other name than the name set forth in its application for
certificate of authority, nor extend the duration of its
corporate existence.
(Source: P.A. 84-1423.)
(805 ILCS 105/113.35) (from Ch. 32, par. 113.35)
Sec. 113.35. Merger of foreign corporation authorized to
conduct affairs in this state. Whenever a foreign
corporation authorized to conduct affairs in this State shall
be a party to a statutory merger permitted by the laws of the
state or country under which it is organized, and such
corporation shall be the surviving corporation, it shall
forthwith file with the Secretary of State a copy of the
articles of merger duly authenticated by the proper officer
of the state or country under the laws of which such
statutory merger was effected; and it shall not be necessary
for such corporation to procure either a new or an amended
certificate of authority to conduct affairs in this State
unless the name of such corporation or the duration of its
corporate existence be changed thereby or unless the
corporation desires to pursue in this State other or
additional purposes than those which it is then authorized to
pursue in this State.
(Source: P.A. 84-1423.)
(805 ILCS 105/113.40) (from Ch. 32, par. 113.40)
Sec. 113.40. Amended certificate of authority. A
foreign corporation authorized to conduct affairs in this
State shall secure an amended certificate of authority to do
so in the event it changes its corporate name, changes the
duration of its corporate existence, or desires to pursue in
this State other or additional purposes than those set forth
in its prior application for a certificate of authority, by
making application to the Secretary of State.
The application shall set forth:
(1) The name of the corporation, with any additions
required in order to comply with Section 104.05 of this
Act, together with the state or country under the laws of
which it is organized.
(2) The change to be effected.
(Source: P.A. 88-151.)
(805 ILCS 105/113.45) (from Ch. 32, par. 113.45)
Sec. 113.45. Withdrawal of foreign corporation. A
foreign corporation authorized to conduct affairs in this
State may withdraw from this State upon filing with procuring
from the Secretary of State an application for a certificate
of withdrawal. In order to procure such certificate of
withdrawal, such foreign corporation shall either:
(a) Execute and file in duplicate, in accordance with
Section 101.10 of this Act, an application for withdrawal and
a final report which shall set forth:
(1) That it surrenders its authority to conduct
affairs in this State;
(2) That it revokes the authority of its registered
agent in this State to accept service of process and
consents that service of process in any suit, action, or
proceeding based upon any cause of action arising in this
State during the time the corporation was licensed to
conduct affairs in this State may thereafter be made on
such corporation by service thereof on the Secretary of
State;
(3) A post office address to which may be mailed a
copy of any process against the corporation that may be
served on the Secretary of State;
(4) The name of the corporation and the state or
country under the laws of which it is organized; and
(5) Such additional information as may be necessary
or appropriate in order to enable the Secretary of State
to determine and assess any unpaid fees payable by such
foreign corporation as in this Act prescribed; or
(b) If it has been dissolved, file a copy of the
articles of dissolution duly authenticated by the proper
officer of the state or country under the laws of which such
corporation was organized.
(c) The application for withdrawal and the final report
shall be made on forms prescribed and furnished by the
Secretary of State.
(d) When the corporation has complied with subsection
(a) or (b) of this Section, the Secretary of State shall file
the application for issue a certificate of withdrawal and
mail a copy of the application to the corporation or its
representative. If the provisions of subsection (b) of this
Section have been followed, the Secretary of State shall file
a the copy of the articles of dissolution in his or her
office with one copy of the certificate of withdrawal affixed
thereto and mail the original to the corporation or its
representative.
Upon the filing of the application for issuance of such
certificate of withdrawal or copy of the articles of
dissolution, the authority of the corporation to conduct
affairs in this State shall cease.
(Source: P.A. 84-1423.)
(805 ILCS 105/113.50) (from Ch. 32, par. 113.50)
Sec. 113.50. Grounds for revocation of certificate of
authority.
(a) (1) The certificate of authority of a foreign
corporation to conduct affairs in this State may be revoked
by the Secretary of State:
(1) (a) Upon the failure of an officer or director
to whom interrogatories have been propounded by the
Secretary of State, as provided in this Act, to answer
the same fully and to file such answer in the office of
the Secretary of State;
(2) (b) If the certificate of authority of the
corporation was procured through fraud practiced upon the
State;
(3) (c) If the corporation has continued to exceed
or abuse the authority conferred upon it by this Act;
(4) (d) Upon the failure of the corporation to keep
on file in the office of the Secretary of State duly
authenticated copies of each amendment to its articles or
incorporation;
(5) (e) Upon the failure of the corporation to
appoint and maintain a registered agent in this State;
(6) (f) Upon the failure of the corporation to file
any report after the period prescribed by this Act for
the filing of such report;
(7) (g) Upon the failure of the corporation to pay
any fees or charges prescribed by this Act;
(8) (h) For misrepresentation of any material
matter in any application, report, affidavit, or other
document filed by such corporation pursuant to this Act;
(9) (i) Upon the failure of the corporation to
renew its assumed name or to apply to change its assumed
name pursuant to the provisions of this Act, when the
corporation can only conduct affairs within this State
under its assumed name in accordance with the provisions
of Section 104.05 of this Act;
(10) (j) Upon notification from the local liquor
commissioner, pursuant to Section 4-4(3) of "The Liquor
Control Act of 1934," as now or hereafter amended, that a
foreign corporation functioning as a club in this State
has violated that Act by selling or offering for sale at
retail alcoholic liquors without a retailer's license; or
(11) (k) When, in an action by the Attorney
General, under the provisions of the "Consumer Fraud and
Deceptive Business Practices Act", or "An Act to regulate
solicitation and collection of funds for charitable
purposes, providing for violations thereof, and making an
appropriation therefor", approved July 26, 1963, as
amended, or the "Charitable Trust Act", a court has found
that the corporation substantially and willfully violated
any of such Acts.
(b) (2) The enumeration of grounds for revocation in
paragraphs (1) (a) through (11) (k) of subsection (a) (1)
shall not preclude any action by the Attorney General which
is authorized by any other statute of the State of Illinois
or the common law.
(Source: P.A. 84-1423.)
(805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
Sec. 113.55. Procedure for revocation of certificate of
authority.
(a) After the Secretary of State determines that one or
more grounds exist under Section 113.50 of this Act for the
revocation of a certificate of authority of a foreign
corporation, he or she shall send by regular mail to each
delinquent corporation a Notice of Delinquency to its
registered office, or, if the corporation has failed to
maintain a registered office, then to the president or other
principal officer at the last known office of said officer.
(b) If the corporation does not correct the default
within 90 days following such notice, the Secretary of State
shall thereupon revoke the certificate of authority of the
corporation by issuing a certificate of revocation that
recites the grounds for revocation and its effective date.
The Secretary of State shall file the original of the
certificate in his or her office, mail one copy to the
corporation at its registered office and file one copy for
record in the office of the Recorder of the county in which
the registered office of the corporation in this State is
situated, to be recorded by such Recorder. The Recorder
shall submit for payment, on a quarterly basis, to the
Secretary of State the amount of filing fees incurred.
(c) Upon the issuance of the certificate of revocation,
the authority of the corporation to conduct affairs in this
State shall cease and such revoked corporation shall not
thereafter conduct any affairs in this State.
(Source: P.A. 84-1423.)
(805 ILCS 105/113.60) (from Ch. 32, par. 113.60)
Sec. 113.60. Reinstatement following revocation.
(a) A foreign corporation revoked under Section 113.55
of this Act may be reinstated by the Secretary of State
within five years following the date of issuance of the
certificate of revocation upon:
(1) The filing of an application for reinstatement;
(2) The filing with the Secretary of State by the
corporation of all reports then due and theretofore
becoming due; and
(3) The payment to the Secretary of State by the
corporation of all fees and penalties then due and
theretofore becoming due.
(b) The application for reinstatement shall be executed
and filed in duplicate in accordance with Section 101.10 of
this Act and shall set forth:
(1) The name of the corporation at the time of the
issuance of the certificate of revocation;
(2) If such name is not available for use as
determined by the Secretary of State at the time of
filing the application for reinstatement, the name of the
corporation as changed, or the assumed corporate name
which the corporation elects to adopt for use in this
State in accordance with Section 104.05; provided,
however, that any change of name is properly effected
pursuant to Sections 113.30 and Section 113.40 of this
Act, and any adoption of assumed corporate name is
properly effected pursuant to Section 104.15 of this Act;
(3) The date of the issuance of the certificate of
revocation; and
(4) The address, including street and number, or
rural route number, of the registered office of the
corporation upon reinstatement thereof, and the name of
its registered agent at such address upon the
reinstatement of the corporation; provided, however, that
any change from either the registered office or the
registered agent at the time of revocation is properly
reported pursuant to Section 105.10 of this Act.
(c) When a revoked corporation has complied with the
provisions of this Section, the Secretary of State shall file
the application for issue a certificate of reinstatement.
(d) Upon the filing of the application for issuance of
the certificate of reinstatement, the authority of the
corporation to conduct affairs in this State shall be deemed
to have continued without interruption from the date of the
issuance of the certificate of revocation, and the
corporation shall stand revived as if its certificate of
authority had not been revoked; and all acts and proceedings
of its officers, directors and members, acting or purporting
to act as such, which would have been legal and valid but for
such revocation, shall stand ratified and confirmed.
(Source: P.A. 85-1269.)
(805 ILCS 105/113.65) (from Ch. 32, par. 113.65)
Sec. 113.65. Application to corporations heretofore
qualified to conduct affairs in this state. Foreign
corporations which have been duly authorized to conduct
affairs in this State at the time this Act takes effect, for
a purpose or purposes for which a corporation might secure
such authority under this Act, shall, subject to the
limitations set forth in their respective applications for
certificates of authority, be entitled to all the rights and
privileges applicable to foreign corporations procuring
authority to conduct affairs in this State under this Act,
and from the time this Act takes effect such corporation
shall be subject to all the limitations, restrictions,
liabilities, and duties prescribed herein for foreign
corporations procuring under this Act authority to conduct
affairs in this State.
(Source: P.A. 84-1423.)
(805 ILCS 105/113.70) (from Ch. 32, par. 113.70)
Sec. 113.70. Conducting affairs without certificate of
authority. No foreign corporation conducting affairs in this
state without a certificate of authority to do so is
permitted to maintain a civil action in any court of this
State, until such corporation obtains such a certificate of
authority. Nor shall a civil action be maintained in any
court of this State by any successor or assignee of such
corporation on any right, claim or demand arising out of
conducting affairs by such corporation in this State, until a
certificate of authority to conduct affairs in this State is
obtained by such corporation or by a corporation which has
acquired all or substantially all of its assets. The failure
of a foreign corporation to obtain a certificate of authority
to conduct affairs in this State does not impair the validity
of any contract or act of such corporation, and does not
prevent such corporation from defending any action in any
court of this State.
(Source: P.A. 84-1423.)
(805 ILCS 105/114.05) (from Ch. 32, par. 114.05)
Sec. 114.05. Annual report of domestic or foreign
corporation. Each domestic corporation organized under this
Act, and each foreign corporation authorized to conduct
affairs in this State, shall file, within the time prescribed
by this Act, an annual report setting forth:
(a) The name of the corporation.
(b) The address, including street and number, or rural
route number, of its registered office in this State, and the
name of its registered agent at such address and a statement
of change of its registered office or registered agent, or
both, if any.
(c) The address, including street and number, if any, of
its principal office.
(d) The names and respective business residential
addresses, including street and number, or rural route
number, of its directors and officers.
(e) A brief statement of the character of the affairs
which the corporation is actually conducting from among the
purposes authorized in Section 103.05 of this Act.
(f) Whether the corporation is a Condominium Association
as established under the Condominium Property Act, a
Cooperative Housing Corporation defined in Section 216 of the
Internal Revenue Code of 1954 or a Homeowner Association
which administers a common-interest community as defined in
subsection (c) of Section 9-102 of the Code of Civil
Procedure.
(g) Such additional information as may be necessary or
appropriate in order to enable the Secretary of State to
administer this Act and to verify the proper amount of fees
payable by the corporation.
Such annual report shall be made on forms prescribed and
furnished by the Secretary of State, and the information
therein required by subsections (a) to (d), both inclusive,
of this Section, shall be given as of the date of the
execution of the annual report. It shall be executed by the
corporation by any authorized officer and verified by him or
her, or, if the corporation is in the hands of a receiver or
trustee, it shall be executed on behalf of the corporation
and verified by such receiver or trustee.
(Source: P.A. 88-691, eff. 1-24-95.)
(805 ILCS 105/115.05) (from Ch. 32, par. 115.05)
Sec. 115.05. Fees and charges to be collected by
Secretary of State. The Secretary of State shall charge and
collect in accordance with the provisions of this Act:
(a) Fees for filing documents and issuing certificates.
(b) Miscellaneous charges.
(c) Fees for filing annual reports.
(Source: P.A. 84-1423.)
(805 ILCS 105/115.10) (from Ch. 32, par. 115.10)
Sec. 115.10. Fees for filing documents and issuing
certificates. The Secretary of State shall charge and
collect for:
(a) Filing articles of incorporation and issuing a
certificate of incorporation, $50.
(b) Filing articles of amendment and issuing a
certificate of amendment, $25, unless the amendment is a
restatement of the articles of incorporation, in which case
the fee shall be $100.
(c) Filing articles of merger or consolidation and
issuing a certificate of merger or consolidation, $25.
(d) Filing articles of dissolution, $5.
(e) Filing application to reserve a corporate name, $25.
(f) Filing a notice of transfer of a reserved corporate
name, $25.
(g) Filing statement of change of address of registered
office or change of registered agent, or both, if other than
on an annual report, $5.
(h) Filing an application of a foreign corporation for
certificate of authority to conduct affairs in this State and
issuing a certificate of authority, $50.
(i) Filing an application of a foreign corporation for
amended certificate of authority to conduct affairs in this
State and issuing an amended certificate of authority, $25.
(j) Filing a copy of amendment to the articles of
incorporation of a foreign corporation holding a certificate
of authority to conduct affairs in this State, $25, unless
the amendment is a restatement of the articles of
incorporation, in which case the fee shall be $100.
(k) Filing a copy of articles of merger of a foreign
corporation holding a certificate of authority to conduct
affairs in this State, $25.
(l) Filing an application for withdrawal and final
report or a copy of articles of dissolution, of a foreign
corporation and issuing a certificate of withdrawal, $5.
(m) Filing an annual report of a domestic or foreign
corporation, $5.
(n) Filing an application for reinstatement of a
domestic or a foreign corporation, and issuing a certificate
of reinstatement, $25.
(o) Filing an application for use or change of an
assumed corporate name, $150 $20 plus $2.50 for each year
month or part thereof ending in 0 or 5, $120 for each year or
part thereof ending in 1 or 6, $90 for each year or part
thereof ending in 2 or 7, $60 for each year or part thereof
ending in 3 or 8, $30 for each year or part thereof ending in
4 or 9, between the date of filing the application and the
date of the renewal of the assumed corporate name; and a
renewal fee for each assumed corporate name, $150.
(p) Filing an application for change or cancellation of
an assumed corporate name, $5.
(q) Filing an application to register the corporate name
of a foreign corporation, $50; and an annual renewal fee for
the registered name, $50.
(r) Filing an application for cancellation of a
registered name of a foreign corporation, $5.
(s) Filing a statement of correction, $25.
(t) Filing an election to accept this Act, $25.
(u) Filing any other statement or report, $5.
(Source: P.A. 87-516; 88-691, eff. 1-24-95.)
(805 ILCS 105/115.20) (from Ch. 32, par. 115.20)
Sec. 115.20. Expedited service fees.
(a) The Secretary of State may charge and collect a fee
for expedited services as follows:
Certificates of good standing or fact, $10;
All filings, copies of documents, annual reports for up
to 3 years, and copies of documents of dissolved corporations
having a file number over 5199, $25.
(b) Expedited services shall not be available for a
statement of correction, a petition for refund or adjustment,
or any request for copies involving more than 3 year's annual
reports or involving dissolved corporations with a file
number below 5200.
(c) All moneys collected under this Section shall be
deposited into the Department of Business Services Special
Operations Fund. No other fees or taxes collected under this
Act shall be deposited into that Fund.
(d) As used in this Section, "expedited services" has
the meaning ascribed thereto in Section 15.95 of the Business
Corporation Act of 1983.
(Source: P.A. 91-463, eff. 1-1-00.)
Section 15. The Limited Liability Company Act is amended
by changing Sections 1-10, 5-55, 15-5, 35-40, 35-50, 45-65,
50-10, and 50-50 as follows:
(805 ILCS 180/1-10)
Sec. 1-10. Limited liability company name.
(a) The name of each limited liability company as set
forth in its articles of organization:
(1) shall contain the terms "limited liability
company", "L.L.C.", or "LLC";
(2) may not contain a word or phrase, or an
abbreviation or derivation thereof, the use of which is
prohibited or restricted by any other statute of this
State unless the restriction has been complied with;
(3) shall consist of letters of the English
alphabet, Arabic or Roman numerals, or symbols capable of
being readily reproduced by the Office of the Secretary
of State;
(4) shall not contain any of the following terms:
"Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.,"
"Co.," "Limited Partnership" or "L.P.";
(5) shall be the name under which the limited
liability company transacts business in this State unless
the limited liability company also elects to adopt an
assumed name or names as provided in this Act; provided,
however, that the limited liability company may use any
divisional designation or trade name without complying
with the requirements of this Act, provided the limited
liability company also clearly discloses its name;
(6) shall not contain any word or phrase that
indicates or implies that the limited liability company
is authorized or empowered to be in the business of a
corporate fiduciary unless otherwise permitted by the
Commissioner of the Office of Banks and Real Estate under
Section 1-9 of the Corporate Fiduciary Act. The word
"trust", "trustee", or "fiduciary" may be used by a
limited liability company only if it has first complied
with Section 1-9 of the Corporate Fiduciary Act; and
(7) shall contain the word "trust", if it is a
limited liability company organized for the purpose of
accepting and executing trusts.
(b) Nothing in this Section or Section 1-20 shall
abrogate or limit the common law or statutory law of unfair
competition or unfair trade practices, nor derogate from the
common law or principles of equity or the statutes of this
State or of the United States of America with respect to the
right to acquire and protect copyrights, trade names,
trademarks, service marks, service names, or any other right
to the exclusive use of names or symbols.
(c) The name shall not contain any word or phrase that
indicates or implies that it is organized for any purposes
other than those permitted by this Act as limited by its
articles of organization.
(d) The name shall be distinguishable upon the records
in the Office of the Secretary of State from all of the
following:
(1) Any limited liability company that has articles
of organization filed with the Secretary of State under
Section 5-5.
(2) Any foreign limited liability company admitted
to transact business in this State.
(3) Any name for which an exclusive right has been
reserved in the Office of the Secretary of State under
Section 1-15.
(4) Any assumed name that is registered with the
Secretary of State under Section 1-20.
(5) Any corporate name or assumed corporate name of
a domestic or foreign corporation subject to the
provisions of Section 4.05 of the Business Corporation
Act of 1983 or Section 104.05 of the General Not For
Profit Corporation Act of 1986.
(e) The provisions of subsection (d) of this Section
shall not apply if the organizer files with the Secretary of
State a certified copy of a final decree of a court of
competent jurisdiction establishing the prior right of the
applicant to the use of that name in this State.
(f) The Secretary of State shall determine whether a
name is "distinguishable" from another name for the purposes
of this Act. Without excluding other names that may not
constitute distinguishable names in this State, a name is not
considered distinguishable, for purposes of this Act, solely
because it contains one or more of the following:
(1) The word "limited", "liability" or "company" or
an abbreviation of one of those words.
(2) Articles, conjunctions, contractions,
abbreviations, or different tenses or number of the same
word.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 180/5-55)
Sec. 5-55. Filing in Office of Secretary of State.
(a) Whenever any provision of this Act requires a
limited liability company to file any document with the
Office of the Secretary of State, the requirement means that:
(1) the original document, executed as described in
Section 5-45, and, if required by this Act to be filed in
duplicate, one copy (which may be a signed carbon or
photocopy) shall be delivered to the Office of the
Secretary of State;
(2) all fees and charges authorized by law to be
collected by the Secretary of State in connection with
the filing of the document shall be tendered to the
Secretary of State; and
(3) unless the Secretary of State finds that the
document does not conform to law, he or she shall, when
all fees have been paid:
(A) endorse on the original and on the copy
the word "Filed" and the month, day, and year of the
filing thereof;
(B) file in his or her office the original of
the document; and
(C) return the copy to the person who filed it
or to that person's representative.
(b) If another Section of this Act specifically
prescribes a manner of filing or signing a specified document
that differs from the corresponding provisions of this
Section, then the provisions of the other Section shall
govern.
(Source: P.A. 87-1062.)
(805 ILCS 180/15-5)
Sec. 15-5. Operating agreement.
(a) Except as otherwise provided in subsection (b) of
this Section, All members of a limited liability company may
enter into an operating agreement to regulate the affairs of
the company and the conduct of its business and to govern
relations among the members, managers, and company. To the
extent the operating agreement does not otherwise provide,
this Act governs relations among the members, managers, and
company. Except as provided in subsection (b) of this
Section, an operating agreement may modify any provision or
provisions of this Act governing relations among the members,
managers, and company.
(b) The operating agreement may not:
(1) unreasonably restrict a right to information or
access to records under Section 10-15;
(2) vary the right to expel a member in an event
specified in subdivision (6) of Section 35-45;
(3) vary the requirement to wind up the limited
liability company's business in a case specified in
subdivisions (3) or (4) of Section 35-1;
(4) restrict rights of a person, other than a
manager, member, and transferee of a member's
distributional interest, under this Act;
(5) restrict the power of a member to dissociate
under Section 35-50, although an operating agreement may
determine whether a dissociation is wrongful under
Section 35-50, and it may eliminate or vary the
obligation of the limited liability company to purchase
the dissociated member's distributional interest under
Section 35-60;
(6) eliminate or reduce a member's fiduciary
duties, but may;
(A) identify specific types or categories of
activities that do not violate these duties, if not
manifestly unreasonable; and
(B) specify the number or percentage of
members or disinterested managers that may authorize
or ratify, after full disclosure of all materials
facts, a specific act or transaction that otherwise
would violate these duties; or
(7) eliminate or reduce the obligation of good
faith and fair dealing under subsection (d) of Section
15-3, but the operating agreement may determine the
standards by which the performance of the obligation is
to be measured, if the standards are not manifestly
unreasonable.
(c) In a limited liability company with only one member,
the operating agreement includes any of the following:
(1) Any writing, without regard to whether the
writing otherwise constitutes an agreement, as to the
company's affairs signed by the sole member.
(2) Any written agreement between the member and
the company as to the company's affairs.
(3) Any agreement, which need not be in writing,
between the member and the company as to a company's
affairs, provided that the company is managed by a
manager who is a person other than the member.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 180/35-40)
Sec. 35-40. Reinstatement following administrative
dissolution.
(a) A limited liability company administratively
dissolved under Section 35-25 may be reinstated by the
Secretary of State within 5 years following the date of
issuance of the notice of dissolution upon the occurrence of
all of the following:
(1) The filing of an application for reinstatement.
(2) The filing with the Secretary of State by the
limited liability company of all reports then due and
theretofore becoming due.
(3) The payment to the Secretary of State by the
limited liability company of all fees and penalties then
due and theretofore becoming due.
(b) The application for reinstatement shall be executed
and filed in duplicate in accordance with Section 5-45 of
this Act and shall set forth all of the following:
(1) The name of the limited liability company at
the time of the issuance of the notice of dissolution.
(2) If the name is not available for use as
determined by the Secretary of State at the time of
filing the application for reinstatement, the name of the
limited liability company as changed, provided that any
change of name is properly effected under Section 1-10
and Section 1-15 of this Act.
(3) The date of issuance of the notice of
dissolution.
(4) The address, including street and number or
rural route number of the registered office of the
limited liability company upon reinstatement thereof and
the name of its registered agent at that address upon the
reinstatement of the limited liability company, provided
that any change from either the registered office or the
registered agent at the time of dissolution is properly
reported under Section 1-35 of this Act.
(c) When a dissolved limited liability company has
complied with the provisions of the Section, the Secretary of
State shall file the application for issue a certificate of
reinstatement.
(d) Upon the filing of the application for issuance of
the certificate of reinstatement, the limited liability
company existence shall be deemed to have continued without
interruption from the date of the issuance of the notice of
dissolution, and the limited liability company shall stand
revived with the powers, duties, and obligations as if it had
not been dissolved; and all acts and proceedings of its
members or managers, acting or purporting to act in that
capacity, that would have been legal and valid but for the
dissolution, shall stand ratified and confirmed.
(Source: P.A. 87-1062.)
(805 ILCS 180/35-50)
Sec. 35-50. Member's power to dissociate; wrongful
dissociation.
(a) A member of a member-managed company has the power
to dissociate from a limited liability company at any time,
rightfully or wrongfully, by express will under subdivision
(1) of Section 35-45. If an operating agreement does not
specify in writing the time or the events upon the happening
of which a member of a manager-managed company may
dissociate, a member does not have the power, rightfully or
wrongfully, to dissociate from the company before the
dissolution and winding up of the company.
(b) The member's dissociation from a member-managed
limited liability company is wrongful only if it is in breach
of an express provision of the agreement.
(c) A member who wrongfully dissociates from a
member-managed limited liability company is liable to the
company and to the other members for damages caused by the
dissociation. The liability is in addition to any other
obligation of the member to the company or to the other
members.
(d) If a member-managed limited liability company does
not dissolve and wind up its business as a result of a
member's wrongful dissociation under subsection (b) of this
Section, damages sustained by the company for the wrongful
dissociation must be offset against distributions otherwise
due the member after the dissociation.
(e) Unless otherwise provided in writing in an
agreement, a company whose original articles of organization
were filed with the Secretary of State and effective on or
before January 1, 2001, shall continue to be governed by this
Section in effect immediately prior to January 1, 2001, and
shall not be governed by this Section.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 180/45-65)
Sec. 45-65. Reinstatement following revocation.
(a) A limited liability company whose admission has been
revoked under Section 45-35 may be reinstated by the
Secretary of State within 5 years following the date of
issuance of the certificate of revocation upon the occurrence
of all of the following:
(1) The filing of the application for
reinstatement.
(2) The filing with the Secretary of State by the
limited liability company of all reports then due and
becoming due.
(3) The payment to the Secretary of State by the
limited liability company of all fees and penalties then
due and becoming due.
(b) The application for reinstatement shall be executed
and filed in duplicate in accordance with Section 5-45 and
shall set forth all of the following:
(1) The name of the limited liability company at
the time of the issuance of the notice of revocation.
(2) If the name is not available for use as
determined by the Secretary of State at the time of
filing the application for reinstatement, the name of the
limited liability company as changed, provided that any
change is properly effected under Sections 1-10 and
45-25.
(3) The date of the issuance of the notice of
revocation.
(4) The address, including street and number or
rural route number of the registered office of the
limited liability company upon reinstatement and the name
of its registered agent at that address upon the
reinstatement of the limited liability company, provided
that any change from either the registered office or the
registered agent at the time of revocation is properly
reported under Section 1-35.
(c) When a limited liability company whose admission has
been revoked has complied with the provisions of this
Section, the Secretary of State shall file the application
for issue a certificate of reinstatement.
(d) Upon the filing of the application for issuance of
the certificate of reinstatement: (i) the admission of the
limited liability company to transact business in this State
shall be deemed to have continued without interruption from
the date of the issuance of the notice of revocation, (ii)
the limited liability company shall stand revived with the
powers, duties, and obligations as if its admission had not
been revoked, and (iii) all acts and proceedings of its
members or managers, acting or purporting to act in that
capacity, that would have been legal and valid but for the
revocation, shall stand ratified and confirmed.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 180/50-10)
Sec. 50-10. Fees.
(a) The Secretary of State shall charge and collect in
accordance with the provisions of this Act and rules
promulgated under its authority all of the following:
(1) Fees for filing documents.
(2) Miscellaneous charges.
(3) Fees for the sale of lists of filings, copies
of any documents, and for the sale or release of any
information.
(b) The Secretary of State shall charge and collect for
all of the following:
(1) Filing articles of organization of limited
liability companies (domestic), application for admission
(foreign), and restated articles of organization
(domestic), $400.
(2) Filing amendments:
(A) For other than change of registered agent
name or registered office, or both, $100.
(B) For the purpose of changing the registered
agent name or registered office, or both, $25.
(3) Filing articles of dissolution or application
for withdrawal, $100.
(4) Filing an application to reserve a name, $300.
(5) Renewal fee for reserved name, $100.
(6) Filing a notice of a transfer of a reserved
name, $100.
(7) Registration of a name, $300.
(8) Renewal of registration of a name, $100.
(9) Filing an application for use of an assumed
name under Section 1-20 of this Act, $150 $20 plus $5 for
each year month or part thereof ending in 0 or 5, $120
for each year or part thereof ending in 1 or 6, $90 for
each year or part thereof ending in 2 or 7, $60 for each
year or part thereof ending in 3 or 8, $30 for each year
or part thereof ending in 4 or 9, between the date of
filing the application and the date of the renewal of the
assumed name; and a renewal for each assumed name, $300.
(10) Filing an application for change of an assumed
name, $100.
(11) Filing an annual report of a limited liability
company or foreign limited liability company, $200, if
filed as required by this Act, plus a penalty if
delinquent.
(12) Filing an application for reinstatement of a
limited liability company or foreign limited liability
company and for issuing a certificate of reinstatement,
$500.
(13) Filing Articles of Merger, $100 plus $50 for
each party to the merger in excess of the first 2
parties.
(14) Filing an Agreement of Conversion or Statement
of Conversion, $100.
(15) Filing any other document, $100.
(c) The Secretary of State shall charge and collect all
of the following:
(1) For furnishing a copy or certified copy of any
document, instrument, or paper relating to a limited
liability company or foreign limited liability company,
$1 per page, but not less than $25, and $25 for the
certificate and for affixing the seal thereto.
(2) For the transfer of information by computer
process media to any purchaser, fees established by rule.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 180/50-50)
Sec. 50-50. Department of Business Services Special
Operations Fund.
(a) A special fund in the State treasury is created and
shall be known as the Department of Business Services Special
Operations Fund. Moneys deposited into the Fund shall,
subject to appropriation, be used by the Department of
Business Services of the Office of the Secretary of State,
hereinafter "Department", to create and maintain the
capability to perform expedited services in response to
special requests made by the public for same-day or 24-hour
service. Moneys deposited into the Fund shall be used for,
but not limited to, expenditures for personal services,
retirement, Social Security, contractual services, equipment,
electronic data processing, and telecommunications.
(b) The balance in the Fund at the end of any fiscal year
shall not exceed $400,000, and any amount in excess thereof
shall be transferred to the General Revenue Fund.
(c) All fees payable to the Secretary of State under this
Section shall be deposited into the Fund. No other fees or
charges taxes collected under this Act shall be deposited
into the Fund.
(d) "Expedited services" means services rendered within
the same day, or within 24 hours from the time, the request
therefor is submitted by the filer, law firm, service
company, or messenger physically in person or, at the
Secretary of State's discretion, by electronic means, to the
Department's Springfield Office and includes requests for
certified copies, photocopies, and certificates of good
standing made to the Department's Springfield Office in
person or by telephone, or requests for certificates of good
standing made in person or by telephone to the Department's
Chicago Office.
(e) Fees for expedited services shall be as follows:
Restated articles of organization, $100;
Merger or conversion, $100;
Articles of organization, $50;
Articles of amendment, $50;
Reinstatement, $50;
Application for admission to transact business, $50;
Certificate of good standing or abstract of computer
record, $10;
All other filings, copies of documents, annual reports,
and copies of documents of dissolved or revoked limited
liability companies, $25.
(Source: P.A. 91-463, eff. 1-1-00.)
Section 20. The Uniform Partnership Act is amended by
changing Section 8.1 as follows:
(805 ILCS 205/8.1)
Sec. 8.1. Registered limited liability partnerships.
(a) To become and to continue as a registered limited
liability partnership, a partnership shall file with the
Secretary of State an application or a renewal application,
as the case may be, stating the name of the partnership; the
federal employer identification number of the partnership;
the address of its principal office; the address of a
registered office and the name and address of a registered
agent for service of process in this State, which the
partnership is required to maintain; the number of partners;
a brief statement of the business in which the partnership
engages, including the four-digit business code number
required on the entity's U.S. Tax Return; and that the
partnership thereby applies for status or renewal of its
status, as the case may be, as a registered limited liability
partnership; and if the partnership is organized as a
registered limited liability partnership under the laws of
another state or other foreign jurisdiction, a document or
documents sufficient under those laws to constitute official
certification of current status in good standing as a
registered limited liability partnership under the laws of
that state or jurisdiction.
(b) The application or renewal application shall be
executed by a majority in interest of the partners or by one
or more partners authorized to execute an application or
renewal application.
(c) The application or renewal application for a
registered limited liability partnership organized under the
laws of this State shall be accompanied by a fee of $100 for
each partner, but in no event shall the fee be less than $200
or exceed $5,000. The application for a registered limited
liability partnership organized under the laws of another
state or other foreign jurisdiction shall be $500. The
renewal application for a registered limited liability
partnership organized under the laws of another state or
other foreign jurisdiction shall be $300. All such fees
shall be deposited into the Division of Corporations
Registered Limited Liability Partnership Fund.
(d) There is hereby created in the State treasury a
special fund to be known as the Division of Corporations
Registered Limited Liability Partnership Fund. Moneys
deposited into the Fund shall, subject to appropriation, be
used by the Business Services Division of the Office of the
Secretary of State to administer the responsibilities of the
Secretary of State under this Act. The balance of the Fund
at the end of any fiscal year shall not exceed $200,000, and
any amount in excess thereof shall be transferred to the
General Revenue Fund.
(e) The Secretary of State shall register as a
registered limited liability partnership, and shall renew the
registration of any registered limited liability partnership,
any partnership that submits a completed application or
renewal application with the required fee.
(f) Registration is effective at the time the
registration application is filed with the Secretary of State
or at any later time, not more than 60 days after the filing
of the registration application, specified in the
application, for one year after the date an application is
filed, unless voluntarily withdrawn by filing with the
Secretary of State a written withdrawal notice executed by a
majority in interest of the partners or by one or more
partners authorized to execute a withdrawal notice together
with a filing fee of $100. Registration, whether pursuant to
an original application or a renewal application, as a
registered limited liability partnership is renewed if,
during the 60 day period preceding the date the initial
registration or renewed registration otherwise would have
expired, the partnership files with the Secretary of State a
renewal application. A renewed registration expires one year
after the date an original registration would have expired if
the last renewal of the registration had not occurred.
(g) The status of a partnership as a registered limited
liability partnership shall not be affected by changes after
the filing of an application or a renewal application in the
information stated in the application or renewal application.
(h) The Secretary of State shall provide forms for
registration application, renewal of registration, and
voluntary withdrawal notice.
(Source: P.A. 88-573, eff. 8-11-94; 88-691, eff. 1-24-95.)
Section 25. The Revised Uniform Limited Partnership Act
is amended by changing Sections 201, 210, 801, 1102, and 1111
as follows:
(805 ILCS 210/201) (from Ch. 106 1/2, par. 152-1)
Sec. 201. Certificate of Limited Partnership.
(a) In order to form a limited partnership, a
certificate of limited partnership must be executed and filed
in the office of the Secretary of State in Springfield or
Chicago. Certificates may be filed in such additional
offices as the Secretary of State may designate. The
certificate shall set forth:
(1) the name of the limited partnership;
(2) the purposes for which the partnership is
formed, which may be stated to be, or to include, the
transaction of any or all lawful businesses for which
limited partnerships may be formed under this Act;
(3) the address of the office at which the records
required to be maintained by Section 104 are kept and the
name of its registered agent and the address of its
registered office required to be maintained by Section
103;
(4) the name and business address of each general
partner;
(5) the aggregate amount of cash and a description
and statement of the aggregate agreed value of the other
property or services contributed by the partners and
which the partners have agreed to contribute;
(6) if agreed upon, a brief statement of the
partners' membership and distribution rights;
(7) the latest date, if any, upon which the limited
partnership is to dissolve;
(6) (8) any other matters the partners determine to
include therein; and
(7) (9) any other information the Secretary of
State shall by rule deem necessary to administer this
Act.
(b) A limited partnership is formed at the time of the
filing of the certificate of limited partnership in the
office of the Secretary of State or at any later time, not
more than 60 days subsequent to the filing of the certificate
of limited partnership, specified in the certificate of
limited partnership if, in either case, there has been
substantial compliance with the requirements of this Section.
(Source: P.A. 86-836.)
(805 ILCS 210/210)
Sec. 210. Merger of limited partnership and limited
liability company.
(a) Under a plan of merger approved under subsection (c)
of this Section, any one or more limited partnerships may
merge into one of such limited partnerships or with or into
one or more limited liability companies of this State, any
other state or states of the United States, or the District
of Columbia, if the laws of the other state or states or the
District of Columbia permit the merger. The limited
partnership or partnerships and the limited liability company
or companies, if any, may merge with or into a limited
partnership, which may be any one of these limited
partnerships, or they may merge with or into a limited
liability company, which may be any one of these limited
liability companies, which shall be a limited partnership or
limited liability company of this State, any other state of
the United States, or the District of Columbia, which permits
the merger.
(b) A plan of merger must set forth all of the
following:
(1) The name of each entity that is a party to the
merger.
(2) The name of the surviving entity into which the
other entity or entities will merge.
(3) The type of organization of the surviving
entity.
(4) The terms and conditions of the merger.
(5) The manner and basis for converting the
interests, obligations, or other securities of each party
to the merger into interests, obligations, or securities
of the surviving entity, or into money or other property
in whole or in part.
(6) The street address of the surviving entity's
principal place of business.
(c) The plan of merger required by subsection (b) of
this Section must be approved by each party to the merger in
accordance with all of the following:
(1) In the case of a domestic limited partnership,
by all of the partners or by the number or percentage of
the partners required to approve a merger in the
partnership agreement.
(2) In the case of a limited liability company, in
accordance with the terms of the limited liability
company operating agreement, if any, and in accordance
with the laws under which it was formed.
(d) After a plan of merger is approved and before the
merger takes effect, the plan may be amended or abandoned as
provided in the plan of merger.
(e) If a limited partnership or partnerships are merging
under this Section, the limited partnership or partnerships
and the limited liability company or companies that are
parties to the merger must sign the articles of merger. The
articles of merger shall be delivered to the Secretary of
State of this State for filing. The articles must set forth
all of the following:
(1) The name of each limited partnership and the
name and jurisdiction of organization of each limited
liability company, if any, that is a party to the merger.
(2) For each limited partnership that is to merge,
the date its certificate of limited partnership was filed
with the Secretary of State.
(3) That a plan of merger has been approved and
signed by each limited partnership and each limited
liability company, if any, that is a party to the merger.
(4) The name and address of the surviving limited
partnership or surviving limited liability company.
(5) The effective date of the merger.
(6) If a limited partnership is the surviving
entity, any changes in its certificate of limited
partnership that are necessary by reason of the merger.
(7) If a party to the merger is a foreign limited
liability company, the jurisdiction and date of the
filing of its articles of organization and the date when
its application for authority was filed with the
Secretary of State of this State or, if an application
has not been filed, a statement to that effect.
(8) If the surviving entity is not a domestic
limited partnership or limited liability company
organized under the laws of this State, an agreement that
the surviving entity may be served with process in this
State and is subject to liability in any action or
proceeding for the enforcement of any liability or
obligation of any limited partnership previously subject
to suit in this State that is to merge, and for the
enforcement, as provided in this Act, of the right of
partners of any limited partnership to receive payment
for their interest against the surviving entity.
(f) The merger is effective upon the filing of the
articles of merger with the Secretary of State of this State,
or on a later date as specified in the articles of merger not
later than 30 days subsequent to the filing of the plan of
merger under subsection (e) of this Section.
(g) Upon the merger becoming effective, articles of
merger shall act as a certificate of cancellation for a
domestic limited partnership which is not the surviving
entity of the merger.
(h) Upon the merger becoming effective, articles of
merger may operate as an amendment to the certificate of
limited partnership of the limited partnership which is the
surviving entity of the merger.
(i) When any merger becomes effective under this
Section:
(1) the separate existence of each limited
partnership and each limited liability company, if any,
that is a party to the merger, other than the surviving
entity, terminates;
(2) all property owned by each limited partnership
and each limited liability company, if any, that is a
party to the merger vests in the surviving entity;
(3) all debts, liabilities, and other obligations
of each limited partnership and each limited liability
company, if any, that is a party to the merger become the
obligations of the surviving entity;
(4) an action or proceeding by or against a limited
partnership or limited liability company, if any, that is
a party to the merger may be continued as if the merger
had not occurred or the surviving entity may be
substituted as a party to the action or proceeding; and
(5) except as prohibited by other law, all the
rights, privileges, immunities, powers, and purposes of
each limited partnership and each limited liability
company, if any, that is a party to the merger vest in
the surviving entity.
(j) The Secretary of State of this State is an agent for
service of process in an action or proceeding against the
surviving foreign entity to enforce an obligation of any
party to a merger if the surviving foreign entity fails to
appoint or maintain an agent designated for service of
process in this State or the agent for service of process
cannot with reasonable diligence be found at the designated
office. Service is effected under this subsection (j) at the
earliest of:
(1) the date the surviving entity receives the
process, notice, or demand;
(2) the date shown on the return receipt, if signed
on behalf of the surviving entity; or
(3) 5 days after its deposit in the mail, if mailed
postpaid and correctly addressed.
(k) Service under subsection (j) of this Section shall
be made by the person instituting the action by doing all of
the following:
(1) Serving on the Secretary of State of this
State, or on any employee having responsibility for
administering this Act in his or her office, a copy of
the process, notice, or demand, together with any papers
required by law to be delivered in connection with
service and paying the fee prescribed by subsection (b)
of Section 1102 of this Act.
(2) Transmitting notice of the service on the
Secretary of State of this State and a copy of the
process, notice, or demand and accompanying papers to the
surviving entity being served, by registered or certified
mail at the address set forth in the articles of merger.
(3) Attaching an affidavit of compliance with this
Section, in substantially the form that the Secretary of
State of this State may by rule prescribe, to the
process, notice, or demand.
(l) Nothing contained in this Section shall limit or
affect the right to serve any process, notice, or demand
required or permitted by law to be served upon a limited
partnership in any other manner now or hereafter permitted by
law.
(m) The Secretary of State of this State shall keep, for
a period of 5 years from the date of service, a record of all
processes, notices, and demands served upon him or her under
this Section and shall record the time of the service and the
person's action with reference to the service.
(n) Except as provided by agreement with a person to
whom a general partner of a limited partnership is obligated,
a merger of a limited partnership that has become effective
shall not affect any obligation or liability existing at the
time of the merger of a general partner of a limited
partnership that is merging.
(o) If a limited partnership is a constituent party to a
merger that has become effective, but the limited partnership
is not the surviving entity of the merger, then a judgment
creditor of a general partner of the limited partnership may
not levy execution against the assets of the general partner
to satisfy a judgment based on a claim against the surviving
entity of the merger unless:
(1) a judgment based on the same claim has been
obtained against the surviving entity of the merger and a
writ of execution on the judgment has been returned
unsatisfied in whole or in part;
(2) the surviving entity of the merger is a debtor
in bankruptcy;
(3) the general partner has agreed that the
creditor need not exhaust the assets of the limited
partnership that was not the surviving entity of the
merger;
(4) the general partner has agreed that the
creditor need not exhaust the assets of the surviving
entity of the merger;
(5) a court grants permission to the judgment
creditor to levy execution against the assets of the
general partner based on a finding that the assets of the
surviving entity of the merger that are subject to
execution are insufficient to satisfy the judgment, that
exhaustion of the assets of the surviving entity of the
merger is excessively burdensome, or that grant of
permission is an appropriate exercise of the court's
equitable powers; or
(6) liability is imposed on the general partner by
law or contract independent of the existence of the
surviving entity of the merger.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 210/801) (from Ch. 106 1/2, par. 158-1)
Sec. 801. Dissolution. A limited partnership is
dissolved and its affairs shall be wound up upon the
happening of the first to occur of the following:
(a) at the time or upon the happening of events
specified in the partnership agreement;
(b) written consent of all partners;
(c) an event of withdrawal of a general partner unless
at the time there is at least one other general partner and
the partnership agreement permits the business of the limited
partnership to be carried on by the remaining general partner
and that partner does so, but the limited partnership is not
dissolved and is not required to be wound up by reason of any
event of withdrawal, if, within 90 days after the withdrawal,
all partners (or such lesser number of partners as is
provided for in the written provisions of the partnership
agreement) agree in writing to continue the business of the
limited partnership and to the appointment of one or more
additional general partners if necessary or desired; or
(d) entry of a decree of judicial dissolution under
Section 802.
(Source: P.A. 86-836.)
(805 ILCS 210/1102) (from Ch. 106 1/2, par. 161-2)
Sec. 1102. Fees. (a) The Secretary of State shall
charge and collect in accordance with the provisions of this
Act and rules promulgated pursuant to its authority:
(1) fees for filing documents;
(2) miscellaneous charges;
(3) fees for the sale of lists of filings, copies of any
documents, and for the sale or release of any information.
(b) The Secretary of State shall charge and collect for:
(1) filing certificates of limited partnership
(domestic), certificates of admission (foreign), restated
certificates of limited partnership (domestic), and restated
certificates of admission (foreign), $75;
(2) filing certificates to be governed by this Act, $25;
(3) filing amendments and certificates of amendment,
$25;
(4) filing certificates of cancellation, $25;
(5) filing an application for use or change of an
assumed name pursuant to Section 108 of this Act, $150 $20
plus $2.50 for each year month or part thereof ending in 0 or
5, $120 for each year or part thereof ending in 1 or 6, $90
for each year or part thereof ending in 2 or 7, $60 for each
year or part thereof ending in 3 or 8, $30 for each year or
part thereof ending in 4 or 9, between the date of filing
such application and the date of the renewal of the assumed
name; and a renewal fee for each assumed name, $150;
(6) filing a renewal report of a domestic or foreign
limited partnership, $15 if filed as required by this Act,
plus $100 penalty if delinquent;
(7) filing an application for reinstatement of a
domestic or foreign limited partnership, and for issuing a
certificate of reinstatement, $100;
(8) filing any other document, $5.
(c) The Secretary of State shall charge and collect:
(1) for furnishing a copy or certified copy of any
document, instrument or paper relating to a domestic limited
partnership or foreign limited partnership, $.50 per page,
but not less than $5, and $5 for the certificate and for
affixing the seal thereto; and
(2) for the transfer of information by computer process
media to any purchaser, fees established by rule.
(Source: P.A. 86-820.)
(805 ILCS 210/1111)
Sec. 1111. Department of Business Services Special
Operations Fund.
(a) A special fund in the State Treasury is created and
shall be known as the Department of Business Services Special
Operations Fund. Moneys deposited into the Fund shall,
subject to appropriation, be used by the Department of
Business Services of the Office of the Secretary of State,
hereinafter "Department", to create and maintain the
capability to perform expedited services in response to
special requests made by the public for same day or 24 hour
service. Moneys deposited into the Fund shall be used for,
but not limited to, expenditures for personal services,
retirement, social security contractual services, equipment,
electronic data processing, and telecommunications.
(b) The balance in the Fund at the end of any fiscal year
shall not exceed $400,000 and any amount in excess thereof
shall be transferred to the General Revenue Fund.
(c) All fees payable to the Secretary of State under this
Section shall be deposited into the Fund. No other fees or
charges taxes collected under this Act shall be deposited
into the Fund.
(d) "Expedited services" means services rendered within
the same day, or within 24 hours from the time, the request
therefor is submitted by the filer, law firm, service
company, or messenger physically in person, or at the
Secretary of State's discretion, by electronic means, to the
Department's Springfield Office or Chicago Office and
includes requests for certified copies, photocopies, and
certificates of existence or abstracts of computer record
made to the Department's Springfield Office in person or by
telephone, or requests for certificates of existence or
abstracts of computer record made in person or by telephone
to the Department's Chicago Office.
(e) Fees for expedited services shall be as follows:
Merger or conversion, $100;
Certificate of limited partnership, $50;
Certificate of amendment, $50;
Reinstatement, $50;
Application for admission to transact business, $50;
Certificate of cancellation of admission, $50;
Certificate of existence or abstract of computer record,
$10.
All other filings, copies of documents, biennial renewal
reports, and copies of documents of canceled limited
partnerships, $25.
(Source: P.A. 91-463, eff. 1-1-00.)
Section 30. The Uniform Commercial Code is amended by
changing Section 9-519 and by adding Section 9-528 as
follows:
(810 ILCS 5/9-519)
(This Section may contain text from a Public Act with a
delayed effective date)
Sec. 9-519. Numbering, maintaining, and indexing
records; communicating information provided in records.
(a) Filing office duties. For each record filed in a
filing office, the filing office shall:
(1) assign a unique number to the filed record;
(2) create a record, which may be electronic,
microfilm, or otherwise, that bears the number assigned
to the filed record and the date and time of filing;
(3) maintain the filed record for public
inspection; and
(4) index the filed record in accordance with
subsections (c), (d), and (e).
(b) File number. A file number assigned after January
1, 2002, must include a digit that:
(1) is mathematically derived from or related to
the other digits of the file number; and
(2) aids the filing office in determining whether a
number communicated as the file number includes a
single-digit or transpositional error.
(c) Indexing: general. Except as otherwise provided in
subsections (d) and (e), the filing office shall:
(1) index an initial financing statement according
to the name of the debtor and index all filed records
relating to the initial financing statement in a manner
that associates with one another an initial financing
statement and all filed records relating to the initial
financing statement; and
(2) index a record that provides a name of a debtor
which was not previously provided in the financing
statement to which the record relates also according to
the name that was not previously provided.
(d) Indexing: real-property-related financing
statement. If a financing statement is filed as a fixture
filing or covers as-extracted collateral or timber to be cut,
it must be filed for record and the filing office shall index
it:
(1) under the names of the debtor and of each owner
of record shown on the financing statement as if they
were the mortgagors under a mortgage of the real property
described; and
(2) to the extent that the law of this State
provides for indexing of records of mortgages under the
name of the mortgagee, under the name of the secured
party as if the secured party were the mortgagee
thereunder, or, if indexing is by description, as if the
financing statement were a record of a mortgage of the
real property described.
(e) Indexing: real-property-related assignment. If a
financing statement is filed as a fixture filing or covers
as-extracted collateral or timber to be cut, the filing
office shall index an assignment filed under Section 9-514(a)
or an amendment filed under Section 9-514(b):
(1) under the name of the assignor as grantor; and
(2) to the extent that the law of this State
provides for indexing a record of the assignment of a
mortgage under the name of the assignee, under the name
of the assignee.
(f) Retrieval and association capability. The filing
office shall maintain a capability:
(1) to retrieve a record by the name of the debtor
and by the file number assigned to the initial financing
statement to which the record relates; and
(2) to associate and retrieve with one another an
initial financing statement and each filed record
relating to the initial financing statement.
(g) Removal of debtor's name. The filing office may not
remove a debtor's name from the index until one year after
the effectiveness of a financing statement naming the debtor
lapses under Section 9-515 with respect to all secured
parties of record.
(h) Timeliness of filing office performance. The filing
office shall perform the acts required by subsections (a)
through (e) at the time and in the manner prescribed by
filing-office rule, but not later than two business days
after the filing office receives the record in question.
(i) Inapplicability to real-property-related filing
office. Subsections (b) and (h) do not apply to a filing
office described in Section 9-501(a)(1).
(j) Unless a statute on disposition of public records
provides otherwise, if the filing officer has an electronic,
microfilm, or other image record to be maintained of the
financing statement, continuation statement, statement of
assignment, statement of release, termination statement, or
any other related document, he or she may remove and destroy
the original paper submission.
(Source: P.A. 91-893, eff. 7-1-01.)
(810 ILCS 5/9-528 new)
Sec. 9-528. Liability of filing officer. Neither the
filing officer nor any of the filing officer's employees or
agents shall be subject to personal liability by reason of
any error or omission in the performance of any duty under
this Article except in the case of willful and wanton
conduct.
Section 95. No acceleration or delay. Where this Act
makes changes in a statute that is represented in this Act by
text that is not yet or no longer in effect (for example, a
Section represented by multiple versions), the use of that
text does not accelerate or delay the taking effect of (i)
the changes made by this Act or (ii) provisions derived from
any other Public Act.
Section 99. Effective date. This Act takes effect on
July 1, 2001.
Passed in the General Assembly May 24, 2001.
Approved June 28, 2001.
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