(805 ILCS 5/Art. 1 heading)
ARTICLE 1.
GENERAL PROVISIONS
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(805 ILCS 5/1.01) (from Ch. 32, par. 1.01)
Sec. 1.01.
Short title.
This Act shall be known and may be cited as
the "Business Corporation Act of 1983".
(Source: P.A. 83-1025.)
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(805 ILCS 5/1.05) (from Ch. 32, par. 1.05)
Sec. 1.05.
Powers of Secretary of State.
The Secretary of State shall
have the power and authority reasonably necessary to administer
this Act efficiently and to perform the duties therein imposed.
The Secretary of State shall have the power to promulgate, amend or
repeal rules and regulations deemed necessary to efficiently administer
this Act. The rules and regulations adopted by the Secretary of State
under this Act shall be effective in the manner provided for in "The
Illinois Administrative Procedure Act", approved September 22, 1975, as amended.
(Source: P.A. 84-1412.)
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(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.
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(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
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(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
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(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
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(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.
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(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.
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(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.
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(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, carbon or photocopy, shall be delivered to the office of the Secretary of State.
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(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.
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(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:
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(i) Endorse on the original and on the true copy,
| | if any, the word "filed" and the month, day and year thereof;
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(ii) File the original in his or her office;
(iii) (Blank); or
(iv) If the filing is in duplicate, he or she
| | shall return one true copy to the corporation or its representative.
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(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. 96-1121, eff. 1-1-11.)
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(805 ILCS 5/1.11)
Sec. 1.11. Electronic filing. Documents or reports transmitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgment of the person, 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. Compliance with this Section shall satisfy the signature provisions of Section 1.10 of this Act, which shall otherwise apply.
(Source: P.A. 95-368, eff. 8-23-07.)
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(805 ILCS 5/1.15) (from Ch. 32, par. 1.15)
Sec. 1.15.
Statement of correction.
(a) Whenever any instrument authorized
to be filed with the Secretary of State under any provision of this Act
has been so filed and, as of the date of the action therein referred to,
contains any misstatement of fact, typographical error,
error of transcription or any other error or defect or was defectively or
erroneously executed, such instrument may be corrected by filing, in accordance
with Section 1.10 of this Act, a statement of correction.
(b) A statement of correction shall set forth:
(1) The name or names of the corporation or
| | corporations and the State or country under the laws of which each is organized.
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(2) The title of the instrument being corrected and
| | the date it was filed by the Secretary of State.
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(3) The inaccuracy, error or defect to be corrected
| | and the portion of the instrument in corrected form.
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(c) A statement of correction shall be executed in the same manner in
which the instrument being corrected was required to be executed.
(d) The corrected instrument shall be effective as of the date the original
instrument was filed.
(e) A statement of correction shall not:
(1) Effect any change or amendment of articles which
| | would not in all respects have complied with the requirements of this Act at the time of filing the instrument being corrected.
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(2) Take the place of any document, statement or
| | report otherwise required to be filed by this Act.
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(3) Affect any right or liability accrued or incurred
| | before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having such right has not detrimentally relied on the original instrument.
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(4) Alter the provisions of the articles of
| | incorporation with respect to the corporation name or purpose, the class or classes and number of shares to be authorized, and the names and addresses of the incorporators or initial directors.
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(5) Alter the provisions of the application for
| | authority of a foreign corporation with respect to the corporation name.
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(6) Alter the provisions of the application to adopt
| | or change an assumed corporate name with respect to the assumed corporate name.
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(7) Alter the wording of any resolution as filed in
| | any document with the Secretary of State and which was in fact adopted by the board of directors or by the shareholders.
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(8) Alter the provisions of the statement of election
| | of an extended filing month with respect to the extended filing month.
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(f) A statement of correction may correct the basis, as established by
any document required to be filed by this Act, of license
fees, taxes, penalty, interest, or other charge paid or payable under this
Act.
(g) A statement of correction may provide the grounds for a petition
for a refund or an adjustment of an assessment filed under Section 1.17 of this
Act.
(Source: P.A. 93-59, eff. 7-1-03.)
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(805 ILCS 5/1.17) (from Ch. 32, par. 1.17)
Sec. 1.17.
Petition for refund or adjustment of
license fee, franchise tax, penalty, or interest.
(a) Any domestic corporation
or foreign corporation having authority to transact business in this State
may petition the Secretary of State for a refund or adjustment of license
fee, franchise tax, penalty, or interest claimed to have been
erroneously paid or
claimed to be payable, subject however to the following limitations:
(1) No refund shall be made unless a petition for
| | such shall have been filed in accordance with Section 1.10 of this Act within three years after the amount to be refunded was paid;
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(2) No adjustment of any license fee, franchise tax,
| | penalty, or interest shall be made unless a petition for such shall have been made within three years after the amount to be adjusted should have been paid;
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(3) If the refund or adjustment claimed is based upon
| | an instrument filed with the Secretary of State which contained a misstatement of fact, typographical error, error of transcription or other error or defect, no refund or adjustment of any license fee, franchise tax, penalty, or interest shall be made unless a statement of correction has been filed in accordance with Section 1.15 of this Act.
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(b) The petition for refund or adjustment shall be executed in
accordance with Section 1.10 of this Act and shall set forth:
(1) The name of the corporation and the state or
| | country under the laws of which it is organized.
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(2) The amount and nature of the claim.
(3) The details of each transaction and all facts
| | upon which the petitioner relies.
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(4) Any other information required by rule.
(c) If the Secretary of State determines that any license fee, franchise
tax, penalty, or interest is incorrect, in whole or in part, he
or she shall adjust
the amount to be paid or shall refund to the corporation any amount paid in
excess of the proper amount; provided, however, that no refund shall be
made for an amount less than $200 and any refund in excess of that amount
shall be reduced by $200, and provided further, that such refund shall be
made without payment of interest.
(Source: P.A. 91-464, eff. 1-1-00.)
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(805 ILCS 5/1.20) (from Ch. 32, par. 1.20)
Sec. 1.20.
Certificates and certified copies of certain documents to
be received in evidence.
All certificates issued by the Secretary of State in accordance with the
provisions of this Act and all copies of documents filed in the Secretary's
office in
accordance with the provisions of this Act when certified by him or her, shall
be taken and received in all courts, public offices, and official bodies
as prima facie evidence of the facts therein stated. A certificate by the
Secretary of State under the great seal of the State of Illinois, as to
the existence or non-existence of the facts relating to corporations which
would not appear from a certified copy of any of the foregoing documents
or certificates shall be taken and received in all courts, public offices,
and official bodies as prima facie evidence of the existence or non-existence
of the facts therein stated.
(Source: P.A. 83-1025.)
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(805 ILCS 5/1.25) (from Ch. 32, par. 1.25)
Sec. 1.25. List of corporations; exchange of information.
(a) The Secretary of State shall
publish each year a list of corporations filing an annual report for the
preceding year in accordance with the provisions of this Act, which report
shall state the name of the corporation and the respective names and addresses
of the president, secretary, and registered agent thereof and the address
of the registered office in this State of each such corporation. The Secretary
of State shall furnish without charge a copy of such report to each
recorder of this State, and to each member of the General Assembly
and to each State agency or department requesting the same. The Secretary
of State shall, upon receipt of a written request and a fee as determined by
the
Secretary, furnish such report to anyone else.
(b) (1) The Secretary of State shall publish daily a list of all newly
formed corporations, business and not for profit, chartered by him on that
day issued after receipt of the application. The daily list shall contain
the same information as to each corporation as is provided for the corporation
list published under subsection (a) of this Section. The daily list may be
obtained at the Secretary's office by any person, newspaper, State department
or agency, or local government for a reasonable charge to be determined
by the Secretary. Inspection of the daily list may be made at the Secretary's
office during normal business hours without charge by any person, newspaper,
State department or agency, or local government.
(2) The Secretary shall compile the daily list mentioned in paragraph
(1) of subsection (b) of this Section monthly, or more often at the
Secretary's discretion.
The compilation shall be immediately mailed free of charge to all local
governments requesting in writing receipt of such publication, or shall
be automatically mailed by the Secretary without charge to local governments
as determined by the Secretary. The Secretary shall mail a copy of the
compilations free of charge to all State departments or agencies making
a written request. A request for a compilation of the daily list once made
by a local government or State department or agency need not be renewed.
However, the Secretary may request from time to time whether the local
governments
or State departments or agencies desire to continue receiving the compilation.
(3) The compilations of the daily list mentioned in paragraph (2) of
subsection (b)
of this Section shall be mailed to newspapers, or any other person not included
as a recipient in paragraph (2) of subsection (b) of this Section, upon
receipt of a written
application signed by the applicant and accompanied by the payment of a
fee as determined by the Secretary.
(c) If a domestic or foreign corporation has filed with the
Secretary of State an annual report for the preceding year or has
been newly formed or is otherwise and in any manner registered
with the Secretary of State, the Secretary of State shall exchange
with the Department of Healthcare and Family Services
any information concerning that corporation that may be
necessary for the enforcement of child support orders entered
pursuant to the Illinois Public Aid Code, the Illinois Marriage and
Dissolution of Marriage Act, the Non-Support of Spouse and
Children Act, the Non-Support Punishment Act, the Revised Uniform Reciprocal Enforcement of Support Act, the
Uniform Interstate Family Support Act, or the
Illinois Parentage Act of 1984.
Notwithstanding any provisions in this Act to the contrary,
the Secretary of State shall not be liable
to any person for any disclosure of information to the Department of Healthcare and Family Services (formerly Illinois
Department of Public Aid) under this subsection or for
any other
action taken in good faith to comply with the requirements of this
subsection.
(Source: P.A. 95-331, eff. 8-21-07.)
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(805 ILCS 5/1.30) (from Ch. 32, par. 1.30)
Sec. 1.30.
Abstract of corporate record.
(a) The Secretary of State
may, upon receipt of a written request and payment of a fee as
determined by the Secretary, furnish to the person
or agency so requesting an abstract of the corporate record of any
domestic or foreign corporation
licensed to do business in the State of Illinois. All requests
for abstracts shall be made in the manner and the form prescribed by the
Secretary of State.
(b) The Secretary of State may certify an abstract of a corporate record
upon written request therefor. The fee for such certification shall be $5
in addition to the fee required for furnishing an abstract record as provided
herein. Such certification shall be made under the signature of the Secretary
of State and shall be authenticated by the Seal of his office.
(c) The fees provided in this Section for abstracts of corporate records
and certifications of abstracts shall not be applicable to any federal,
state or local governmental agency requesting such information or certification.
(Source: P.A. 84-924.)
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(805 ILCS 5/1.35) (from Ch. 32, par. 1.35)
Sec. 1.35.
Interrogatories to be propounded by Secretary of State.
The Secretary of State may propound to any corporation, domestic or foreign,
subject to the provisions of this Act, and to any officer or director thereof,
such interrogatories as may be reasonably necessary and proper to enable
the Secretary to ascertain whether such corporation has complied with all the provisions
of this Act applicable to such corporation. Such interrogatories shall be
answered within thirty days after the mailing thereof, or within such additional
time as shall be fixed by the Secretary of State, and the answers thereto
shall be full and complete and shall be made in writing and under oath.
If such interrogatories be directed to an individual they shall be answered
by him or her, and if directed to a corporation they shall be answered by the president,
vice-president, secretary, or assistant secretary thereof. The Secretary
of State need not file any document to which such interrogatories relate
until such interrogatories be answered as herein provided, and not then
if the answers thereto disclose that such document is not in conformity
with the provisions of this Act. The Secretary of State shall certify to
the Attorney General, for such
action as the Attorney General may deem appropriate, all interrogatories
and answers thereto which disclose a violation of any of the provisions of
this Act.
(Source: P.A. 83-1025.)
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(805 ILCS 5/1.40) (from Ch. 32, par. 1.40)
Sec. 1.40.
Information disclosed by interrogatories.
Interrogatories propounded by the Secretary of State and the answers thereto
shall not be open to public inspection nor shall the Secretary of State
disclose any facts or information obtained therefrom except in so far as
official duty may require the same to be made public or in the event
such interrogatories or the answers thereto are required for evidence in
any criminal proceeding or in any other action by the State.
(Source: P.A. 83-1025.)
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(805 ILCS 5/1.45) (from Ch. 32, par. 1.45)
Sec. 1.45.
Judicial review under the Administrative Review Law.
If
the Secretary of State shall fail to approve any articles of incorporation,
amendment, merger, consolidation, dissolution, petition for
reduction or refund, or any other document
required by this Act to be approved by the Secretary of State before the
same shall be filed in his or her office, the Secretary shall, within 10 days after
the delivery thereof to him or her, give written notice of his or her disapproval
to the person or corporation, domestic or foreign, delivering the same,
specifying the reasons therefor. The decision of the Secretary of State
is subject to judicial
review under the Administrative Review Law, as now or hereafter amended.
If the Secretary of State shall revoke the certificate of authority to
transact business in this State of any foreign corporation, pursuant to
this Act, such decision shall be subject to judicial review under the Administrative
Review Law, as now or hereafter amended.
Appeals from all final orders and judgments entered by the circuit court
under this section in review of any ruling or decision of the Secretary
of State may be taken as in other civil actions by either party to the proceeding.
(Source: P.A. 84-924.)
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(805 ILCS 5/1.50) (from Ch. 32, par. 1.50)
Sec. 1.50.
Administrative Procedure Act.
The Illinois Administrative
Procedure Act is expressly adopted and incorporated herein as if all of the
provisions of that Act were included in this Act, except that the provision of
subsection (d) of Section 10-65 of the Illinois Administrative Procedure Act
which provides that at hearing the licensee has the right to show compliance
with all lawful requirements for retention, continuation or renewal of the
license is specifically excluded. For the purposes of this Act the notice
required under Section 10-25 of the Administrative Procedure Act is deemed
sufficient when mailed to the last known address of a party.
(Source: P.A. 88-45.)
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(805 ILCS 5/1.55a) (from Ch. 32, par. 1.55a)
Sec. 1.55a.
Certain powers reserved to General Assembly.
The General
Assembly shall at all times have power to prescribe such
provisions and limitations as it may deem advisable, which
provisions and limitations shall be binding upon any and all corporations,
domestic or foreign, subject to the provisions of this Act, and the General
Assembly shall have power to amend, repeal, or modify this Act at pleasure.
(Source: P.A. 85-1269.)
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(805 ILCS 5/1.60) (from Ch. 32, par. 1.60)
Sec. 1.60.
Effect of repeal of prior law on rights accrued or liabilities
or penalties incurred.
The repeal of a law by this Act shall not affect any right accrued or established,
or any liability or penalty incurred, under the provisions of such law,
prior to the repeal thereof, provided, that in computing and adjusting franchise
tax and penalties past due from a corporation, domestic or foreign, such
computation and adjustment shall be made on the basis prescribed by this Act.
(Source: P.A. 83-1025.)
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(805 ILCS 5/1.65) (from Ch. 32, par. 1.65)
Sec. 1.65.
Effect of invalidity of part of this Act.
If a court of
competent jurisdiction shall adjudge to be invalid or unconstitutional any
clause, sentence, paragraph, section, or part of this Act, such judgment
shall not affect, impair, invalidate, or nullify the remainder of this Act,
but the effect thereof shall be confined to the clause, sentence, paragraph,
Section or part of this Act so adjudged to be invalid or unconstitutional.
(Source: P.A. 84-545.)
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(805 ILCS 5/1.70) (from Ch. 32, par. 1.70)
Sec. 1.70. Miscellaneous applications.
(a) Application to existing
corporations organized under general laws. The provisions of this Act shall
apply to all existing corporations, including
public utility corporations, organized under any general law of this State
providing for the organization of corporations for a purpose or purposes
for which a corporation might be organized under this Act.
(b) Application to existing corporations organized under special Acts. All
corporations, including public utility corporations, heretofore organized
for profit under any special law of this State, for a purpose or purposes
for which a corporation might be organized under this Act, shall be entitled
to the rights, privileges, immunities, and franchises provided by this Act.
(c) Application of Act to domestic railroad corporations. Corporations
organized under the laws of this State for the purpose of operating any
railroad in this State shall be subject to the following provisions of this
Act regardless of whether or not such corporations have been reincorporated
under provisions of this Act:
(1) Section 3.10(m), relating to the donations for
| | the public welfare or for charitable, scientific, religious or educational purposes.
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(2) Sections 12.05, 12.10, 12.15, 12.20, 12.25 and
| | 12.30, relating to voluntary dissolution.
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(3) Sections 12.35, 12.40, 12.45 and 12.50(a),
| | relating to administrative or judicial dissolution.
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(4) Section 12.80 relating to survival of remedy
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(5) Sections 14.05 and 14.10 relating to annual
| | report of domestic corporations.
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(6) Section 14.20 relating to reports of domestic
| | corporations with respect to issuance of shares.
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(7) Sections 16.50 and 16.10 relating to penalties
| | for failure to file reports.
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(8) Sections 1.05, 1.10, 1.20, 1.25, 1.35, 1.40,
| | 1.45, 7.10, 7.20, 8.45, 15.05, 15.10, 15.15, 15.20, 15.25, 15.30, 15.35, 15.40, 15.45, 15.50, 15.80 and 15.85 relating to fees for filing documents and issuing certificates, license fees, franchise taxes, and miscellaneous charges payable by domestic corporations, waiver of notice, action by shareholders, and or informal action by directors, appeal from Secretary of State, receipt in evidence of certificates and certified copies of certain document forms, and powers of Secretary of State.
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Corporations organized under the provisions of this Act, or which were
organized under the provisions of any other general or special laws of this
State and later reincorporated under the provisions of this Act, for the
purpose of operating any railroad in this State, shall be entitled to the
rights, privileges, immunities, and franchises provided by this Act and
shall be in all respects governed by this Act unless otherwise specified
herein.
(d) Application to co-operative associations. Any corporation organized
under any general or special law of this State
as a co-operative association shall be entitled to the benefits of this Act
and shall be subject to all the provisions hereof, in so far as they are
not in conflict with the general law or special Act under which it was
organized, upon the holders of two-thirds of its outstanding shares
having voted to accept the benefits of this Act and to be subject to all
the provisions hereof, except in so far as they may be in conflict with the
general or special law under which it was organized, and the filing in
the office of the Secretary of State of a certificate setting forth such
fact. Such certificate shall be executed by such co-operative association
by its president or vice-president, and verified by him or her, attested by its
secretary or an assistant
secretary. The notice of the meeting at which such vote is taken, which may
be either an annual or a special meeting of shareholders, shall set forth
that a vote will be taken at such meeting on the acceptance by such
co-operative association of the provisions of this Act.
(e) Application of Act in certain cases. Nothing contained in this Act
shall be held or construed to:
(1) Authorize or permit the Illinois Central Railroad
| | Company to sell the railway constructed under its charter approved February 10, 1851, or to mortgage the same except subject to the rights of the State under its contract with said company, contained in its said charter, or to dissolve its corporate existence, or to relieve itself or its corporate property from its obligations to the State, under the provisions of said charter; nor shall anything herein contained be so construed as to in any manner relieve or discharge any railroad company, organized under the laws of this State, from the duties or obligations imposed by virtue of any statute now in force or hereafter enacted.
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(2) Alter, modify, release, or impair the rights of
| | this State as now reserved to it in any railroad charter heretofore granted, or to affect in any way the rights or obligations of any railroad company derived from or imposed by such charter.
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(3) Alter, modify, or repeal any of the provisions of
| | the Public Utilities Act. The term "public utility" or "public utilities" as used in this Act shall be the same as defined in the Public Utilities Act.
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(f) Application of Act to foreign and interstate commerce. The provisions
of this Act shall apply to commerce with foreign nations
and among the several states only in so far as the same may be permitted
under the provisions of the Constitution of the United States.
(g) Requirement before incorporation of trust company. Articles of
incorporation for the organization of a corporation for the purpose of
accepting and executing trusts shall not be filed by the Secretary of State
until there is delivered to him or her a statement executed by the Commissioner
of Banks and Real Estate that the incorporators of
the corporation have made arrangements with the Commissioner of
Banks and Real Estate to comply with the Corporate
Fiduciary Act.
(h) Application of certain existing acts. Corporations organized under the
laws of this State for the purpose of accepting and executing trusts shall be
subject to the provisions of the Corporate Fiduciary Act.
Corporations organized for the purpose of building, operating, and
maintaining within this State any levee, canal, or tunnel for agricultural,
mining, or sanitary purposes, shall be subject to the provisions of the
Corporation Canal Construction Act.
In any profession or occupation licensed by the Illinois Department of
Agriculture, the Department may, in determining financial ratios and allowable
assets, disregard notes and accounts receivable to the corporate licensee
from its officers or directors or a parent or subsidiary corporation of
such licensee or any receivable owing to a licensee corporation from an
unincorporated division of the licensee or any share subscription right
owing to a corporation from its shareholders.
(Source: P.A. 96-1121, eff. 1-1-11.)
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(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 of filing the articles of incorporation
| | prescribed by Section 2.10 of this Act, in the case of a domestic corporation;
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(2) the date of filing the application for authority
| | prescribed by Section 13.15 of this Act, in the case of a foreign corporation; or
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(3) the date of filing the articles of consolidation
| | prescribed by 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.
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(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.
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(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 authority, "taxable period" means that
period commencing with the filing of the articles of incorporation or, in
the case of a foreign corporation, of filing of the application for 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.
(y) "Gross amount of business" means gross receipts, from whatever source derived.
(Source: P.A. 95-368, eff. 8-23-07.)
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