SB 2172 — CORPORATIONS-VARIOUS

(1) Approval by disinterested directors.

The business combination shall have been approved by two-thirds of the disinterested directors (as hereinafter defined).

(2) Price and procedure requirements.

All of the following conditions shall have been met:

(a) The business combination shall provide for consideration to be received by all holders of common SB2172 Engrossed - 13 - LRB093 16105 RXD 41734 b shares in exchange for all their shares, and the aggregate amount of the cash and the fair market value as of the date of consummation of the business combination of consideration other than cash to be received per share by holders of common shares in such business combination shall be at least equal to the higher of the following:

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the interested shareholder or any affiliate or associate of the interested shareholder to acquire any common shares beneficially owned by the interested shareholder which were acquired (a) within the two year period immediately prior to the first public announcement of the proposal of the business combination (the "announcement date") or (b) in the transaction in which it became an interested shareholder, whichever is higher;

and (ii) the fair market value per common share on the first trading date after the announcement date or on the first trading date after the date of the first public announcement that the interested shareholder became an interested shareholder (the "Determination Date"), whichever is higher.

(b) The business combination shall provide for consideration to be received by all holders of outstanding shares other than common shares in exchange for all such shares, and the aggregate amount of the cash and the fair market value as of the date of the consummation of the business combination of consideration other than cash to be received per share by holders of outstanding shares other than common shares shall be at least equal to the highest of the following (it being intended that the requirements of this subparagraph (2)(b) shall be required to be met SB2172 Engrossed - 14 - LRB093 16105 RXD 41734 b with respect to every class and series of outstanding shares other than common shares whether or not the interested shareholder or any affiliate or associate of the interested shareholder has previously acquired any shares of a particular class or series):

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the interested shareholder or any affiliate or associate of the interested shareholder to acquire any shares of such class or series beneficially owned by the interested shareholder which were acquired (a) within the 2-year period immediately prior to the announcement date or (b) in the transaction in which it became an interested shareholder, whichever is higher;

(ii) (if applicable) the highest preferential amount per share to which the holders of shares of such class or series are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation;

(iii) the fair market value per share of such class or series on the first trading date after the announcement date or on the determination date, whichever is higher;

and (iv) an amount equal to the fair market value per share of such class or series determined pursuant to clause (iii) times the highest value obtained in calculating the following quotient for each class or series of which the interested shareholder has acquired shares within the 2-year period ending on the announcement date:

(x) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the interested shareholder or any affiliate or associate of the interested SB2172 Engrossed - 15 - LRB093 16105 RXD 41734 b Shareholder for any shares of such class or series acquired within such 2-year period divided by (y) the market value per share of such class or series on the first day in such 2-year period on which the interested shareholder or any affiliate or associate of the interested shareholder acquired any shares of such class or series.

(c) The consideration to be received by holders of a particular class or series of outstanding shares shall be in cash or in the same form as the interested shareholder or any affiliate or associate of the interested shareholder has previously paid to acquire shares of such class or series beneficially owned by the interested shareholder.

If the interested shareholder and any affiliates or associates of the interested shareholder have paid for shares of any class or series with varying forms of consideration, the form of consideration for such class or series shall be either cash or the form used to acquire the largest number of shares of such class or series beneficially owned by the interested shareholder.

(d) After such interested shareholder has become an interested shareholder and prior to the consummation of such business combination:

(1) except as approved by two-thirds of the disinterested directors, there shall have been no failure to declare and pay at the regular date therefor any full periodic dividends (whether or not cumulative) on any outstanding shares of the corporation other than the common shares;

(2) there shall have been (a) no reduction in the annual rate of dividends paid on the common shares (except as necessary to reflect any subdivision of the common shares), except as approved by two-thirds of the disinterested directors, and (b) an increase in such annual rate of dividends (as necessary to prevent any such reduction) in the event of any reclassification (including any reverse share split), recapitalization, reorganization or any similar SB2172 Engrossed - 16 - LRB093 16105 RXD 41734 b transaction which has the effect of reducing the number of outstanding common shares;

and (3) such interested shareholder shall not have become the beneficial owner of any additional Voting Shares except as part of the transaction which results in such interested shareholder becoming an interested shareholder or as a result of action taken by the corporation not caused, directly or indirectly, by such interested shareholder.

(e) After such interested shareholder has become an interested shareholder, such interested shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the corporation or any Subsidiary, whether in anticipation of or in connection with such business combination or otherwise.

(f) A proxy or information statement describing the proposed business combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public shareholders of the corporation at least 30 days prior to the consummation of such business combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

D.

Certain definitions.

For the purposes of this Section 7.85:

(1) "Person" means an individual, firm, corporation, partnership, trust or other entity.

(2) "Interested shareholder" means (i) a person (other than the corporation and a direct or indirect majority-owned subsidiary of the corporation) that (a) is the owner of 15% or more of the outstanding voting shares of the corporation or (b) is an affiliate or associate of SB2172 Engrossed - 17 - LRB093 16105 RXD 41734 b the corporation and was the owner of 15% or more of the outstanding voting shares of the corporation at any time within the 3 year period immediately before the date on which it is sought to be determined whether the person is an interested shareholder and (ii) the affiliates and associates of that person, provided, however, that the term "interested shareholder" shall not include (x) a person who (A) owned shares in excess of the 15% limitation as of January 1, 1997 and either (I) continued to own shares in excess of the 15% limitation or would have but for action by the corporation or (II) is an affiliate or associate of the corporation and so continued (or so would have continued but for action by the corporation) to be the owner of 15% or more of the outstanding voting shares of the corporation at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such a person is an interested shareholder or (B) acquired the shares from a person described in clause (A) by gift, inheritance, or in a transaction in which no consideration was exchanged;

or (y) a person whose ownership of shares in excess of the 15% limitation is the result of action taken solely by the corporation, provided that the person shall be an interested shareholder if thereafter the person acquires additional shares of the corporation, except as a result of further corporate action not caused, directly or indirectly, by the person or if the person acquires additional shares in transactions approved by the board of directors, which approval shall include a majority of the disinterested directors.

For the purpose of determining whether a person is an interested shareholder, the voting shares of the corporation deemed to be outstanding shall include shares deemed to be owned by the person through application of subparagraph (3) of this paragraph, but shall not include any other unissued shares of the corporation that may be issuable pursuant to any agreement, SB2172 Engrossed - 18 - LRB093 16105 RXD 41734 b arrangement, or understanding, upon exercise of conversion rights, warrants, or options, or otherwise.

(3) "Owner", including the terms "own" and "owned", when used with respect to shares means a person that individually or with or through any of its affiliates or associates:

(a) beneficially owns the shares, directly or indirectly;

or (b) has (i) the right to acquire the shares (whether the right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement, or understanding, upon exercise of conversion rights, exchange rights, warrants, or options, or otherwise;

provided, however, that a person shall not be deemed the owner of shares tendered pursuant to a tender or exchange offer made by the person or any of the person’s affiliates or associates until the tendered shares are accepted for purchase or exchange or (ii) the right to vote the shares pursuant to an agreement, arrangement, or understanding;

provided, however, that a person shall not be deemed the owner of any shares because of the person’s right to vote the shares if the agreement, arrangement, or understanding to vote the shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons;

or (c) has an agreement, arrangement, or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in clause (ii) of item (b) of this subparagraph), or disposing of the shares with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, the shares.

(4) "Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, SB2172 Engrossed - 19 - LRB093 16105 RXD 41734 b is controlled by, or is under common control with, another person.

(5) "Associate", when used to indicate a relationship with a person, means (i) a corporation, partnership, unincorporated association, or other entity of which the person is a director, officer, or partner or is, directly or indirectly, the owner of 20% or more of a class of voting shares, (ii) a trust or other estate in which the person has at least a 20% beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity, and (iii) a relative or spouse of the person, or a relative of that spouse who has the same residence as the person.

(6) "Subsidiary" means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the corporation;

provided, however, that for the purposes of the definition of interested shareholder set forth in subparagraph (2) of this paragraph D, the term "subsidiary" shall mean only a corporation of which a majority of each class or equity security is owned, directly or indirectly, by the corporation.

(7) "Disinterested director" means any member of the board of directors of the corporation who:

(a) is neither the interested shareholder nor an affiliate or associate of the interested shareholder;

(b) was a member of the board of directors prior to the time that the interested shareholder became an interested shareholder or was a director of the corporation before January 1, 1997, or was recommended to succeed a disinterested director by a majority of the disinterested directors then in office;

and (c) was not nominated for election as a director by the interested shareholder or any affiliate or associate of the interested shareholder.

(8) "Fair market value" means:

(a) in the case of shares, the highest closing sale price during the 30-day period immediately preceding the date in question of a SB2172 Engrossed - 20 - LRB093 16105 RXD 41734 b share on the New York Stock Exchange Composite Tape, or, if such shares are not quoted on the Composite Tape, on the New York Stock Exchange, or, if such shares are not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such shares are listed, or, if such shares are not listed on any such exchange, the highest closing sale price or bid quotation with respect to a share during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc.

Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share as determined by a majority of the disinterested directors in good faith;

and (b) in the case of property other than cash or shares, the fair market value of such property on the date in question as determined by a majority of the disinterested directors in good faith.

(9) "Disinterested shareholder" shall mean a shareholder of the corporation who is not an interested shareholder or an affiliate or an associate of an interested shareholder.

(10) "Business combination" has the meaning set forth in Section 11.75 of this Act (regardless of the case of the word "only" in that Section).

(11) In the event of any business combination in which the corporation survives, the phrase " consideration other than cash" as used in subparagraphs (2)(a) and (2)(b) of paragraph C of this Section 7.85 shall include the common shares and the shares of any other class or series retained by the holders of such shares.

(12) "Shares" means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(13) "Voting shares" means, with respect to any corporation, shares of any class or series entitled to vote SB2172 Engrossed - 21 - LRB093 16105 RXD 41734 b generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in its election of the governing body of the entity.

E.

Determinations by disinterested directors.

A majority of the disinterested directors shall have the power to determine, for the purposes of this Section 7.85, (a) whether a person is an interested shareholder, (b) the number of voting shares beneficially owned by any person, (c) whether a person is an affiliate or associate of another, and (d) whether the transaction is the subject of any business combination.

(Source:

P.A.

90-461, eff.

1-1-98.) (805 ILCS 5/9.05) (from Ch.

32, par.

(c) A corporation shall file a report under Section 14.25 of this Act in the case of its acquisition of its own shares SB2172 - 11 - LRB093 16105 RXD 41734 b that occurs either prior to January 1, 1991 or on or prior to the last day of the third month immediately preceding the corporation’s anniversary month in 1991.

SB2172 Engrossed - 22 - LRB093 16105 RXD 41734 b (2) The aggregate number of shares which the corporation has authority to issue, itemized by classes and series, if any, within a class before giving effect to the cancellation.

Upon the filing of the statement of cancellation by the SB2172 - 12 - LRB093 16105 RXD 41734 b Secretary of State, the paid-in capital of the corporation shall be deemed to be reduced by that part of the paid-in capital which was, at the time of the cancellation, represented by the shares so cancelled, 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, and the statement of cancellation shall operate as an amendment to the articles of incorporation so as to reduce the number of authorized shares by the number of shares so cancelled.

When cancelled, the shares shall constitute authorized but unissued shares unless the articles of incorporation provide that the shares shall not SB2172 Engrossed - 23 - LRB093 16105 RXD 41734 b be reissued, in which case the number of authorized shares shall be reduced by the number of shares cancelled.

(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 SB2172 - 13 - LRB093 16105 RXD 41734 b 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;

(c) Until the report under Section 14.30 has been filed in the Office of the Secretary of State showing a reduction in SB2172 Engrossed - 24 - LRB093 16105 RXD 41734 b paid-in capital, the basis of the annual franchise tax payable by the corporation shall not be reduced;

(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, and or wholly owned by the parent or (2) the amount of the parent’s investment in the subsidiary was equal SB2172 - 14 - LRB093 16105 RXD 41734 b to or exceeded the subsidiary’s paid-in capital.

SB2172 Engrossed - 25 - LRB093 16105 RXD 41734 b (b) Each domestic corporation shall comply with the provisions of this Act with respect to the merger of domestic corporations, each domestic not for profit corporation shall comply with the provisions of the General Not For Profit Corporation Act of 1986, as amended.

(e) When such merger has been effected, the shares of the SB2172 - 15 - LRB093 16105 RXD 41734 b corporation or corporations to be converted under the terms of the plan cease to exist.

(a) Notwithstanding any other provisions of this Act, a corporation (as defined in this Section 11.75) shall not engage SB2172 Engrossed - 26 - LRB093 16105 RXD 41734 b in any business combination with any interested shareholder for a period of 3 years following the time that such shareholder became an interested shareholder, unless (1) prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder, or (2) upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting shares of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or (3) at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting shares which are not owned by the interested shareholder.

SB2172 - 16 - LRB093 16105 RXD 41734 b (1) the corporation’s original articles of incorporation contains a provision expressly electing not to be governed by this Section;

(3) the corporation, by action of its shareholders, adopts an amendment to its articles of incorporation or by-laws expressly electing not to be governed by this Section, provided that, in addition to any other vote SB2172 Engrossed - 27 - LRB093 16105 RXD 41734 b required by law, such amendment to the articles of incorporation or by-laws must be approved by the affirmative vote of a majority of the shares entitled to vote.

(4) the corporation does not have a class of voting shares that is (i) listed on a national securities exchange, (ii) authorized for quotation on the NASDAQ Stock Market or (iii) held of record by more than 2,000 shareholders, unless any of the foregoing results from SB2172 - 17 - LRB093 16105 RXD 41734 b action taken, directly or indirectly, by an interested shareholder or from a transaction in which a person becomes an interested shareholder;

(6) the business combination is proposed prior to the consummation or abandonment of and subsequent to the SB2172 Engrossed - 28 - LRB093 16105 RXD 41734 b earlier of the public announcement or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in the second sentence of this paragraph;

(y) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the corporation or of any direct or SB2172 - 18 - LRB093 16105 RXD 41734 b indirect majority-owned subsidiary of the corporation (other than to any direct or indirect wholly-owned subsidiary or to the corporation) having an aggregate market value equal to 50% or more of either the aggregate market value of all of the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding shares of the corporation;

or SB2172 Engrossed - 29 - LRB093 16105 RXD 41734 b (7) The business combination is with an interested shareholder who became an interested shareholder at a time when the restrictions contained in this Section did not apply by reason of any of the paragraphs (1) through (4) of this subsection (b), provided, however, that this paragraph (7) shall not apply if, at the time the interested shareholder became an interested shareholder, the corporation’s articles of incorporation contained a provision authorized by the last sentence of this subsection (b).

(1) "Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, SB2172 - 19 - LRB093 16105 RXD 41734 b or is controlled by, or is under common control with, another person.

SB2172 Engrossed - 30 - LRB093 16105 RXD 41734 b (3) "Business combination" when used in reference to any corporation and any interested shareholder of such corporation, means:

(B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a shareholder of such corporation, to or with the interested shareholder, whether as part of a dissolution or otherwise, of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding shares of SB2172 - 20 - LRB093 16105 RXD 41734 b the corporation;

(C) any transaction which results in the issuance or transfer by the corporation or by any direct or indirect majority-owned subsidiary of the corporation of any shares of the corporation or of such subsidiary to the interested shareholder, except (i) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of such corporation or any such subsidiary which securities were outstanding prior to the time that the interested shareholder became such, (ii) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, SB2172 Engrossed - 31 - LRB093 16105 RXD 41734 b exchangeable for or convertible into shares of such corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of shares of such corporation subsequent to the time the interested shareholder became such, (iii) pursuant to an exchange offer by the corporation to purchase shares made on the same terms to all holders of said shares, or (iv) any issuance or transfer of shares by the corporation, provided however, that in no case under clauses (ii), (iii) and (iv) above shall there be an increase in the interested shareholder’s proportionate share of the shares of any class or series of the corporation or of the voting shares of the corporation;

(D) any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation which has the effect, directly or indirectly, of increasing the proportionate share of the shares of any class or series, or securities convertible into the shares of any class or series, of the corporation or of any such subsidiary which is owned by the interested shareholder, except as a result of immaterial changes due to fractional share SB2172 - 21 - LRB093 16105 RXD 41734 b adjustments or as a result of any purchase or redemption of any shares of any class or series not caused, directly or indirectly, by the interested shareholder;

or (F) any receipt by the interested shareholder of SB2172 Engrossed - 32 - LRB093 16105 RXD 41734 b the benefit, directly or indirectly, (except proportionately as a shareholder of such corporation) of any assets, loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in subparagraphs (A) through (D) of this paragraph (3)) provided by or through any "defined benefit pension plan" (as defined in Section 3 of the Employee Retirement Income Security Act) of the corporation or any direct or indirect majority owned subsidiary.

Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting shares, in good faith and not for the purpose of SB2172 - 22 - LRB093 16105 RXD 41734 b circumventing this Section, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

or (ii) owns or controls assets located within Illinois that have a fair market value of at least $1,000,000, and SB2172 Engrossed - 33 - LRB093 16105 RXD 41734 b (C) either (i) has more than 10% of its shareholders resident in Illinois;

and the affiliates and SB2172 - 23 - LRB093 16105 RXD 41734 b associates of such person, provided, however, that the term "interested shareholder" shall not include (x) any person who (A) owned shares in excess of the 15% limitation set forth herein as of, or acquired such shares pursuant to a tender offer commenced prior to the effective date of this amendatory Act of 1989 or pursuant to an exchange offer announced prior to the aforesaid date and commenced within 90 days thereafter and either (I) continued to own shares in excess of such 15% limitation or would have but for action by the corporation or (II) is an affiliate or associate of the corporation and so continued (or so would have continued but for action by the corporation) to be the owner of 15% or more of the outstanding voting shares of SB2172 Engrossed - 34 - LRB093 16105 RXD 41734 b the corporation at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such a person is an interested shareholder or (B) acquired said shares from a person described in (A) above by gift, inheritance or in a transaction in which no consideration was exchanged;

SB2172 - 24 - LRB093 16105 RXD 41734 b (7.5) "Shares" means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

SB2172 Engrossed - 35 - LRB093 16105 RXD 41734 b (A) beneficially owns such shares, directly or indirectly;

or (C) has any agreement, arrangement or understanding for the purpose of acquiring, holding, SB2172 - 25 - LRB093 16105 RXD 41734 b voting (except voting pursuant to a revocable proxy or consent as described in clause (ii) of subparagraph (B) of this paragraph), or disposing of such shares with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such shares.

SB2172 Engrossed - 36 - LRB093 16105 RXD 41734 b (Source:

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 SB2172 - 26 - LRB093 16105 RXD 41734 b 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, 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.

(c) The administrative dissolution of a corporation terminates its corporate existence and such a dissolved corporation shall not thereafter carry on any business, provided however, that such a dissolved corporation may take all action authorized under Section 12.75 or necessary to wind SB2172 Engrossed - 37 - LRB093 16105 RXD 41734 b up and liquidate its business and affairs under Section 12.30.

(2) If such name is not available for use as determined SB2172 - 27 - LRB093 16105 RXD 41734 b 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.

(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 SB2172 Engrossed - 38 - LRB093 16105 RXD 41734 b of dissolution is properly reported pursuant to Section 5.10 of this Act.

(i) The corporation filed its articles obtained SB2172 - 28 - LRB093 16105 RXD 41734 b its certificate of incorporation through fraud;

SB2172 Engrossed - 39 - LRB093 16105 RXD 41734 b (2) In an action by a creditor, if it is established that:

(a) After the Secretary of State determines that one or more grounds exist under Section 13.50 for the revocation of authority of a foreign corporation, he or she shall send by SB2172 - 29 - LRB093 16105 RXD 41734 b 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.

If the corporation does not correct the default described in paragraph (a), (b), or (l) of Section 13.50, within 30 days following such notice, the SB2172 Engrossed - 40 - LRB093 16105 RXD 41734 b Secretary of State shall thereupon revoke the authority of the corporation by issuing a certificate of revocation as herein prescribed.

(a) A foreign corporation revoked under Section 13.55 may be reinstated by the Secretary of State within five years SB2172 - 30 - LRB093 16105 RXD 41734 b following the date of issuance of the certificate of revocation upon:

(1) The name of the corporation at the time of the SB2172 Engrossed - 41 - LRB093 16105 RXD 41734 b issuance of the certificate of revocation.

(d) Upon the filing of the application for reinstatement, the authority of the corporation to transact business in this State shall be deemed to have continued without interruption SB2172 - 31 - LRB093 16105 RXD 41734 b 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;

Without excluding other activities that may not constitute transacting doing business in this State, a foreign SB2172 Engrossed - 42 - LRB093 16105 RXD 41734 b corporation shall not be considered to be transacting business in this State, for purposes of this Article 13, by reason of carrying on in this State any one or more of the following activities:

(10) conducting an isolated transaction that is SB2172 - 32 - LRB093 16105 RXD 41734 b completed within 120 days and that is not one in the course of repeated transactions of a like nature;

(a) Each domestic corporation and each foreign corporation authorized to transact business in this State, having reported on its last annual report, or articles of incorporation in the case of a domestic corporation, or application for certificate SB2172 Engrossed - 43 - LRB093 16105 RXD 41734 b of authority in the case of a foreign corporation, an amount less than 100% of its paid-in capital represented in Illinois, may make an irrevocable, one time election to establish an extended filing month for the purpose of filing annual reports for all subsequent taxable years by filing pursuant to Section 1.10 within the time prescribed by subsection (c) of this Section, a statement setting forth:

Notwithstanding the foregoing, a corporation whose SB2172 - 33 - LRB093 16105 RXD 41734 b fiscal year ends within the 2 months immediately preceding its anniversary month may not elect an extended filing month.

(b) The statement of election shall be accompanied by an interim annual report which shall set forth, as of the date of filing of the statement, all of the information required pursuant to Section 14.05 of this Act to be included in the annual report except that the information required by subparagraph (h) of Section 14.05 shall be the amounts represented in this State as disclosed by the preceding annual report or if no annual report is on file, from information contained in the articles of incorporation of a domestic corporation or the application for certificate of authority in SB2172 Engrossed - 44 - LRB093 16105 RXD 41734 b the case of a foreign corporation.

If he or she finds that they do not so conform, he or she shall promptly return the same to the corporation for any necessary corrections, in which event the penalties hereinafter prescribed for failure to file such report within the time hereinabove provided shall not apply if such statement, if applicable, and report are corrected to conform to the requirements of this Act and returned to the SB2172 - 34 - LRB093 16105 RXD 41734 b Secretary of State within 30 days of the date the report was returned for corrections.

Compliance with this Section establishes a new reporting period SB2172 Engrossed - 45 - LRB093 16105 RXD 41734 b for documents required under Article 14 of this Act.

(j) Filing an application of a foreign corporation for SB2172 - 35 - LRB093 16105 RXD 41734 b authority to transact business in this State, $150.

(n) Filing an application for withdrawal and final report SB2172 Engrossed - 46 - LRB093 16105 RXD 41734 b or a copy of articles of dissolution of a foreign corporation, $25.

SB2172 - 36 - LRB093 16105 RXD 41734 b (u) Filing an application for cancellation of a registered name of a foreign corporation, $25.

SB2172 Engrossed - 47 - LRB093 16105 RXD 41734 b (a) The annual franchise tax payable by each domestic 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 $2.08333 per month assessed on a minimum of $25 per annum or more than $83,333.333333 per month;

commencing with the first anniversary month that occurs after December, 2003, the annual franchise tax payable by each domestic 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 cases where a corporation 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 SB2172 - 37 - LRB093 16105 RXD 41734 b $25 nor more than $2,000,000 per annum.

commencing with the first anniversary month that occurs after December, 2003, the annual franchise tax payable by each domestic corporation at the time of filing a statement of election and interim annual report shall be computed at the SB2172 Engrossed - 48 - LRB093 16105 RXD 41734 b 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 such filing, but in no event shall the amount of the annual franchise tax be less than $25 nor more than $2,000,000 per annum.

commencing with the first anniversary month that occurs after December, 2003, 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 SB2172 - 38 - LRB093 16105 RXD 41734 b 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 $2.08333 per month assessed on a minimum of $25 per annum or more than $166,666.666666 per month.

(d) The initial franchise tax payable after January 1, 1983, but prior to January 1, 1991, by each domestic corporation shall be computed at the rate of 1/10 of 1% for the 12 months’ period commencing on the first day of the SB2172 Engrossed - 49 - LRB093 16105 RXD 41734 b anniversary month in which the articles of incorporation are filed by certificate of incorporation is issued to the corporation under Section 2.10 of this Act, but in no event shall the franchise tax be less than $25 nor more than $1,000,000 per annum.

(e) Each additional franchise tax payable by each domestic corporation for the period beginning January 1, 1983 through December 31, 1983 shall be computed at the rate of 1/12 of 1/10 SB2172 - 39 - LRB093 16105 RXD 41734 b 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;

Commencing with increases in paid-in SB2172 Engrossed - 50 - LRB093 16105 RXD 41734 b 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 domestic corporation shall be computed at the rate of 15/100 of 1%.

12-1-03.) (805 ILCS 5/15.90)5/15.80) (from Ch.

15.80) Sec.

15.80.

Computation and collection of annual franchise taxes - proceeding for dissolution or revocation if not paid.

(a) It shall be the duty of the Secretary of State to collect all annual franchise taxes, penalties, and interest imposed by or payable in accordance with this Act.

(b) During the calendar year 1983, each corporation must pay its annual franchise tax within 60 days preceding July 1, 1983, for the taxable year beginning July 1, 1983 to each corporation’s anniversary month in 1984;

thereafter, within 60 days prior to the first day of the anniversary month or, in cases where a corporation has established an extended filing month, the extended filing month each year the Secretary of State shall collect from each corporation, domestic or foreign, required to file an annual report in such year, the franchise tax payable by it for the 12 months’ period commencing on the first day of the anniversary month or, in cases where a corporation has established an extended filing month, the extended filing month of such year or, in the case of a corporation which has filed a statement of election of an extended filing date, the interim period resulting therefrom in accordance with the foregoing provisions;

and, if it has failed to file its annual report and pay its franchise tax within the time prescribed by this Act, the penalties and interest will be imposed pursuant to this Act upon such corporation for its failure so to do;

and the Secretary of State shall mail a written notice to each corporation against which such tax is payable, addressed to such corporation at its registered office in this State, notifying the corporation:

(1) of the amount of SB2172 Engrossed - 51 - LRB093 16105 RXD 41734 b franchise tax payable for the taxable year and the amount of penalties and interest due for failure to file its annual report and pay its franchise tax;

and (2) that such tax and penalties and interest shall be payable to the Secretary of State.

Failure to receive such notice shall not relieve the corporation of its obligation to pay the tax and any penalties and any interest due or invalidate the validity thereof.

(c) All annual franchise taxes for the taxable year commencing on July 1, 1983 to the anniversary month of each corporation in 1984 shall be due and payable by July 1, 1983.

Beginning with January 1984, all annual reports, fees, and franchise taxes shall be due and payable prior to the first day of the anniversary month or, in the case of a corporation which has established an extended filing month subsequent to January 1, 1991, the extended filing month of each corporation each year.

If the annual franchise tax due from any corporation subject to the provisions of this Act together with all penalties and interest imposed thereon, shall not be paid to the Secretary of State before the date of the year in which such tax is due and payable, the Secretary of State shall proceed under Section 12.40 of this Act for the dissolution of a domestic corporation or under Section 13.55 for revocation of a foreign corporation.

(d) For the purpose of enforcing collection, all annual franchise taxes payable in accordance with this Act, and all penalties due thereon and all interest and costs that shall accrue in connection with the collection thereof, shall be a prior and first lien on the real and personal property of the corporation from and including the date of the year when such franchise taxes become due and payable until such taxes, penalties, interest, and costs shall have been paid.

(Source:

P.A.

93-59, eff.

7-1-03.) (805 ILCS 5/15.90) (from Ch.

32, par.

(a) Except as otherwise provided in this Section and SB2172 Engrossed - 52 - LRB093 16105 RXD 41734 b notwithstanding anything to the contrary contained in any other Section of this Act, no domestic corporation or foreign corporation shall,shall prior to January 1, 2006, be obligated to pay any annual franchise tax, fee, or penalty or interest thereon imposed under this Act, nor shall any administrative or judicial sanction (including dissolution) be imposed or enforced nor access to the courts of this State be denied based upon nonpayment thereof more than 7 years after the date of filing the annual report with respect to the period during which the obligation for the tax, fee, penalty or interest arose, unless (1) within that 7 year period the Secretary of State sends a written notice to the corporation to the effect that (A) administrative or judicial action to dissolve the SB2172 - 40 - LRB093 16105 RXD 41734 b corporation or revoke its certificate of authority for nonpayment of a tax, fee, penalty or interest has been commenced;

(b) If within 2 years following a change in control of a corporation the corporation voluntarily pays in good faith all known obligations of the corporation imposed by this Article 15 with respect to reports that were required to have been filed since the beginning of the 7 year period ending on the effective date of the change in control, no action,action prior to January 1, 2006, shall be taken to enforce or collect obligations of that corporation imposed by this Article 15 with respect to reports that were required to have been filed prior to that 7 year period SB2172 Engrossed - 53 - LRB093 16105 RXD 41734 b regardless of whether the limitation period set forth in subsection (a) is otherwise applicable.

SB2172(c) -Except 41as -otherwise LRB093provided 16105in RXDthis 41734Section band (c)notwithstanding (Blank).anything to the contrary contained in any other Section of this Act, no foreign corporation that has not previously obtained a certificate of authority under this Act shall, upon voluntary application for a certificate of authority filed with the Secretary of State prior to January 1, 2001, be obligated to pay any tax, fee, penalty, or interest imposed under this Act, nor shall any administrative or judicial sanction be imposed or enforced based upon nonpayment thereof with respect to a period during which the obligation arose that is prior to January 1, 1993 unless (1) prior to receipt of the application for a certificate of authority the Secretary of State had sent written notice to the corporation regarding its failure to obtain a certificate of authority, (2) the corporation had submitted an application for a certificate of authority previously but had failed to pay any tax, fee, penalty or interest to be paid therewith, or (3) the application for a certificate of authority was submitted by the corporation with fraudulent intent to evade taxes payable under this Act.

Except as otherwise provided in this Section and notwithstanding anything to the contrary contained in any other Section of this Act, no foreign corporation that has not previously obtained a certificate of authority under this Act shall, upon voluntary application for a certificate of authority filed with the Secretary of State prior to January 1, 2001, be obligated to pay any tax, fee, penalty, or interest imposed under this Act, nor shall any administrative or judicial sanction be imposed or enforced based upon nonpayment thereof with respect to a period during which the obligation arose that is prior to January 1, 1993 unless (1) prior to receipt of the application for a certificate of authority the Secretary of State had sent written notice to the corporation regarding its failure to obtain a certificate of authority, (2) the corporation had submitted an application for a certificate of authority previously but had failed to pay any tax, fee, penalty or interest to be paid therewith, or (3) the application for a certificate of authority was submitted by the corporation with fraudulent intent to evade taxes payable under this Act.

SB2172 Engrossed - 54 - LRB093 16105 RXD 41734 b (Source:

The General Not For Profit Corporation Act of 1986 is amended by changing Sections 101.45, 101.70, 104.05, 104.10, 104.20, 105.05, 105.10, 108.05, 111.37, 112.45, 112.50, 113.20, 113.55, 113.60, and 113.70 as follows:

If the Secretary of State shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this Act to SB2172 - 42 - LRB093 16105 RXD 41734 b 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.

SB2172 Engrossed - 55 - LRB093 16105 RXD 41734 b (2) All corporations heretofore organized under the "General Not for Profit Corporation Act", approved July 17, 1943, as amended;

(4) Each 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 for a purpose or purposes for which a corporation may be organized under this Act, but not otherwise entitled to the rights, SB2172 - 43 - LRB093 16105 RXD 41734 b privileges, immunities and franchises provided by this Act, which shall elect to accept this Act as hereinafter provided;

(c) The provisions of subsection (b) of Section 110.05 of this Act relating to revival of the articles of incorporation and extension of the period of corporate duration of a domestic SB2172 Engrossed - 56 - LRB093 16105 RXD 41734 b corporation shall apply to all corporations organized under the "General Not for Profit Corporation Act", approved July 17, 1943, as amended, and whose period of duration has expired.

(e) The provisions of Section 113.60 of this Act relating to reinstatement following revocation of the certificate of authority of a foreign corporation to conduct affairs shall SB2172 - 44 - LRB093 16105 RXD 41734 b apply to all foreign corporations which had their certificates of authority revoked by the Secretary of State pursuant to Section 84 or Section 84a of the "General Not for Profit Corporation Act", approved July 17, 1943, as amended.

(3) Shall be distinguishable upon the records in the the office of the Secretary of State from the name or SB2172 Engrossed - 57 - LRB093 16105 RXD 41734 b assumed 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 SB2172 - 45 - LRB093 16105 RXD 41734 b 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:

notwithstanding any other provisions of this Act, any SB2172 Engrossed - 58 - LRB093 16105 RXD 41734 b 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;

provided, however, that the SB2172 - 46 - LRB093 16105 RXD 41734 b 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.

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 SB2172 Engrossed - 59 - LRB093 16105 RXD 41734 b 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.

SB2172 - 47 - LRB093 16105 RXD 41734 b (b) Any domestic corporation intending to change its name;

The right to the exclusive use of a specified corporate name or assumed corporate name so reserved may be transferred to any other person by filing in the office of the Secretary of SB2172 Engrossed - 60 - LRB093 16105 RXD 41734 b State a notice of such transfer, executed by the person for whom such name was reserved, and specifying the name and address of the transferee.

(a) Any domestic or foreign corporation may, pursuant to resolution by its board of directors, change or cancel any or SB2172 - 48 - LRB093 16105 RXD 41734 b all of its assumed corporate names by executing and filing, in accordance with Section 101.10 of this Act, an application setting forth:

(4) If a foreign corporation has had its certificate of SB2172 Engrossed - 61 - LRB093 16105 RXD 41734 b authority to conduct affairs in this State revoked.

(2) A registered agent, which agent may be either an individual, resident in this State, whose business office SB2172 - 49 - LRB093 16105 RXD 41734 b 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.

(d) In the event of revocation of a certificate of authority of a foreign corporation to conduct affairs, the SB2172 Engrossed - 62 - LRB093 16105 RXD 41734 b 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.

SB2172 - 50 - LRB093 16105 RXD 41734 b 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.

SB2172 Engrossed - 63 - LRB093 16105 RXD 41734 b (7) that such change was authorized by resolution duly adopted by the board of directors.

(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 SB2172 - 51 - LRB093 16105 RXD 41734 b changed:

7-1-01.) (805 ILCS 105/108.05)105/111.37) (from Ch.

108.05)111.37) SB2172 Engrossed - 64 - LRB093 16105 RXD 41734 b Sec.

108.05.

Board of directors.

(a) Each corporation shall have a board of directors, and except as provided in articles of incorporation or the bylaws, the affairs of the corporation shall be managed by or under the direction of the board of directors.

(b) The articles of incorporation or bylaws may prescribe qualifications for directors.

A director need not be a resident of this State or a member of the corporation unless the articles of incorporation or bylaws so prescribe.

The articles of incorporation or the bylaws may prescribe other qualifications for directors.

(c) Unless otherwise provided in the articles of SB2172 - 52 - LRB093 16105 RXD 41734 b incorporation or bylaws, the board of directors, by the affirmative vote of a majority of the directors then in office, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, notwithstanding the provisions of Section 108.60 of this Act.

(d) No director may act by proxy on any matter.

(Source:

P.A.

87-854.) (805 ILCS 105/111.37) (from Ch.

32, par.

111.37) Sec.

(c) The plan of merger or consolidation shall set forth, in addition to all matters required by Section 111.05 of this Act, the manner and basis of converting shares of each merging or consolidating domestic or foreign corporation for profit into SB2172 - 53 - LRB093 16105 RXD 41734 b membership or other interests of the surviving domestic corporation, or into cash, or into property, or into any combination of the foregoing.

Reinstatement following administrative SB2172 Engrossed - 65 - LRB093 16105 RXD 41734 b dissolution.

(4) The address, including street and number, or rural SB2172 - 54 - LRB093 16105 RXD 41734 b 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.

SB2172 Engrossed - 66 - LRB093 16105 RXD 41734 b (d) Upon the filing of the application for 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;

or (3) Any interrogatory propounded by the Secretary of State to the corporation, its officers or directors, as provided in this Act, has been answered falsely or has not been answered fully within 30 days after the mailing of such interrogatories SB2172 - 55 - LRB093 16105 RXD 41734 b by the Secretary of State or within such extension of time as shall have been authorized by the Secretary of State;

(b) In an action by a member entitled to vote, or a SB2172 Engrossed - 67 - LRB093 16105 RXD 41734 b director, if it is established that:

Upon the SB2172 - 56 - LRB093 16105 RXD 41734 b filing of the application for 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.

SB2172 Engrossed - 68 - LRB093 16105 RXD 41734 b (a) After the Secretary of State determines that one or more grounds exist under Section 113.50 of this Act for the revocation 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.

(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 SB2172 - 57 - LRB093 16105 RXD 41734 b conduct any affairs in this State.

SB2172 Engrossed - 69 - LRB093 16105 RXD 41734 b (2) The filing with the Secretary of State by the corporation of all reports then due and theretofore becoming due;

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 SB2172 - 58 - LRB093 16105 RXD 41734 b agent at such address upon the reinstatement of the corporation;

(d) Upon the filing of the application for reinstatement, the authority of the corporation to conduct affairs in this SB2172 Engrossed - 70 - LRB093 16105 RXD 41734 b 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 authority had not been revoked;

7-1-01.) SB2172 - 59 - LRB093 16105 RXD 41734 b Section 15.

(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, SB2172 Engrossed - 71 - LRB093 16105 RXD 41734 b 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 5-45 of this Act, a statement of correction.

SB2172 - 60 - LRB093 16105 RXD 41734 b (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.

(4) Alter the provisions of the articles of organization with respect to the limited liability company name or purpose and the names and addresses of the organizers, initial manager or managers, and initial SB2172 Engrossed - 72 - LRB093 16105 RXD 41734 b member or members.

(2) If the refund claimed is based upon an instrument filed with the Secretary of State which contained a SB2172 - 61 - LRB093 16105 RXD 41734 b misstatement of fact, typographical error, error of transcription, or other error or defect, no refund of any fee shall be made unless a statement of correction has been filed in accordance with Section 5-47 of this Act.

SB2172 Engrossed - 73 - LRB093 16105 RXD 41734 b (3) The details of the transaction and all facts upon which the petitioner relies.

(3) A post-officepost office address to which may be mailed a copy of any process against the limited liability company that may be served on the Secretary of State.

SB2172 - 62 - LRB093 16105 RXD 41734 b (b) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of dissolution.

(a) A limited liability company may revoke its dissolution within 60 days of the effective date of the dissolution if the SB2172 Engrossed - 74 - LRB093 16105 RXD 41734 b company has not begun to distribute its assets or has not commenced a proceeding for court-supervisioncourt supervision of its winding up under Section 35-4.

(3) A statement that the limited liability company has not begun to distribute its assets nor has it commenced a proceeding for court-supervisioncourt supervision of its winding up.

SB2172 - 63 - LRB093 16105 RXD 41734 b (805 ILCS 180/35-40) Sec.

(2) The filing with the Secretary of State by the limited liability company of all reports then due and SB2172 Engrossed - 75 - LRB093 16105 RXD 41734 b theretofore becoming due.

(c) When a dissolved limited liability company has complied with the provisions of the Section, the Secretary of State SB2172 - 64 - LRB093 16105 RXD 41734 b shall file the application for reinstatement.

SB2172 Engrossed - 76 - LRB093 16105 RXD 41734 b (Source:

SB2172 - 65 - LRB093 16105 RXD 41734 b (3) The date of the issuance of the notice of revocation.

SB2172 Engrossed - 77 - LRB093 16105 RXD 41734 b (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 reinstatement.

(2) It has failed to appoint and maintain a registered SB2172 - 66 - LRB093 16105 RXD 41734 b agent in Illinois within 60 days of notification of the Secretary of State by the resigning registered agent.

(1) For failure or refusal to comply with subsection (a) of this Section within 60 days after the due date, a penalty of $300 plus $100 for each year or fraction thereof SB2172 Engrossed - 78 - LRB093 16105 RXD 41734 b beginning with the second year of delinquency until returned to good standing or until reinstatement is effected..effected.

(a) Whenever any instrument authorized to be filed with the SB2172 - 67 - LRB093 16105 RXD 41734 b 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 of defect or was defectively or erroneously executed, such instrument may be corrected by filing a statement of correction.

(1) The name of the registered limited liability partnership and the Statestate or country under the laws of which it is organized;

SB2172 Engrossed - 79 - LRB093 16105 RXD 41734 b (2) The title of the instrument being corrected and the date it was filed by the Secretary of State;

(2) Take the place of any document, statement or report otherwise required to be fieldfiled by this Act;

SB2172 - 68 - LRB093 16105 RXD 41734 b (6) Alter the wording of any resolution as filed in any document with the Secretary of State and which was in fact adopted by the partners.

(a) Without excluding other activities that may not SB2172 Engrossed - 80 - LRB093 16105 RXD 41734 b constitute transacting business in this State, a foreign partnership shall not be considered to be transacting business in this State, for purposes of this Act, by reason of carrying on in this State any one or more of the following activities:

SB2172 - 69 - LRB093 16105 RXD 41734 b Section 30.

SB2172 Engrossed - 81 - LRB093 16105 RXD 41734 b (1) fees for filing documents;

(10) for filing a renewal statement for a limited liability partnership organized under the laws of this SB2172 - 70 - LRB093 16105 RXD 41734 b State, $100 for each partner, but in no event shall the fee be less than $200 or exceed $5,000;

SB2172 Engrossed - 82 - LRB093 16105 RXD 41734 b (c) All fees collected pursuant to this Act shall be deposited into the Division of Corporations Limited Liability Partnership Fund.

(1) The name of the partnership or registered limited liability partnership and the Statestate or country under the SB2172 - 71 - LRB093 16105 RXD 41734 b laws of which it is organized;

SB2172 Engrossed - 83 - LRB093 16105 RXD 41734 b (e) A statement of correction shall not:

(a) Without excluding other activities that may not SB2172 - 72 - LRB093 16105 RXD 41734 b constitute transacting business in this State, a foreign partnership or registered limited liability partnership shall not be considered to be transacting business in this State, for purposes of this Article 9, by reason of carrying on in this State any onone or more of the following activities:

SB2172 Engrossed - 84 - LRB093 16105 RXD 41734 b (4) maintaining offices or agencies for the transfer, exchange, and registration of the limited liability partnership’s own securities or maintaining trustees or depositaries with respect to those securities;

SB2172 - 73 - LRB093 16105 RXD 41734 b (3) maintaining bank accounts;

SB2172 Engrossed - 85 - LRB093 16105 RXD 41734 b (7) creating or acquiring indebtedness, with or without a mortgage, or other security interest in property;

(a) Whenever any instrument authorized to be filed with the SB2172 - 74 - LRB093 16105 RXD 41734 b 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 a statement of correction.

(1) The name of the limited partnership and the Statestate or country under the laws of which it is organized;

(2) The title of the instrument being corrected and the SB2172 Engrossed - 86 - LRB093 16105 RXD 41734 b date it was filed by the Secretary of State;

SB2172 - 75 - LRB093 16105 RXD 41734 b (6) Alter the wording of any resolution as filed in any document with the Secretary of State which was in fact adopted by the partners.

SB2172 Engrossed - 87 - LRB093 16105 RXD 41734 b (b) written consent of all partners;

(a) If the Secretary of State determines under Section 1109 of this Act that a limited partnership is delinquent and has not corrected the default within the time periods prescribed by this Act, the Secretary of State shall send a notice of delinquency by regular mail to the limited partnership at its registered office, or, if the partnership has failed to SB2172 - 76 - LRB093 16105 RXD 41734 b maintain a registered office, to the last known address shown on the records of the Secretary of State for the address of the office at which records of the limited partnership are maintained in accordance with Section 104 of this Act.

The Secretary of State shall file the original SB2172 Engrossed - 88 - LRB093 16105 RXD 41734 b certificate in his or her office and mail one copy to the limited partnership at its registered office, or, if the partnership has failed to maintain a registered office, to the last known address shown on the records of the Secretary of State for the address of the office at which records of the limited partnership are maintained under Section 104 of this Act.

(a) A limited partnership administratively dissolved pursuant to Section 806 of this Act may be reinstatereinstated by the Secretary of State years following the date of issuance of the certificate of dissolution upon the occurrence of all of the SB2172 - 77 - LRB093 16105 RXD 41734 b following:

(b) The application for reinstatement shall be executed and filed in accordance with Section 206 of this Act and shall set SB2172 Engrossed - 89 - LRB093 16105 RXD 41734 b forth all of the following:

SB2172 - 78 - LRB093 16105 RXD 41734 b (805 ILCS 210/912 new) Sec.

(a) If the Secretary of State determines under Section 1109 of this Act that a foreign limited partnership is delinquent and has not corrected the default within the time periods prescribed by this Act, the Secretary of State shall send a notice of delinquency by regular mail to the foreign limited partnership at its registered office, or, if the partnership has failed to maintain a registered office, to the last known SB2172 Engrossed - 90 - LRB093 16105 RXD 41734 b address shown on the records of the Secretary of State for the address of the office required to be maintained under Section 902(a)(6) of this Act.

(b) If the foreign limited partnership does not correct the delinquency within 90 days following the date of the notice of delinquency, the Secretary of State shall thereupon cancel the application for admission of the foreign limited partnership by issuing a certificate of cancellation that recites the grounds for cancellation and its effective date.

and (2) a foreign limited partnership whose application for admission has been cancelled shall thereby (i) surrender its authority to transact business in this State, (ii) revoke the authority of its agent for service of SB2172 - 79 - LRB093 16105 RXD 41734 b process in this State to accept service of process, and (iii) consent that service of process in any suit, action or proceeding arising out of the transaction of business in this State may be made on such foreign limited partnership by service thereof on the Secretary of State as provided in Section 909 of this Act.

SB2172 Engrossed - 91 - LRB093 16105 RXD 41734 b (a) A foreign limited partnership whose application for admission has been cancelled pursuant to Section 912 of this Act may be reinstated by the Secretary of State following the date of issuance of the certificate of cancellation upon the occurrence of all of the following:

(2) the filing with the Secretary of stateState by the foreign limited partnership of all reports then due and becoming due;

and (3) the address, including street and number or rural route number, or the registered office of the foreign limited partnership upon reinstatement and the name of its registered agent at that address, provided that any change from either the registered office ofor the registered agent at the time of revocation is properly reported in accordance with Section 905 of this Act.

(c) When a foreign limited partnership whose admission has SB2172 - 80 - LRB093 16105 RXD 41734 b been cancelled under Section 912 of this Act has complied with the provisions of this Section, the Secretary of State shall file the application for reinstatement.

(i) the admission of the foreign limited partnership to transact business in this State shall be deemed to have continued without interruption from the date of the issuance of the certificate of cancellation, (ii) the foreign limited partnership shall stand revived with the powers, duties and obligations as if its admission had not been revoked, and (iii) SB2172 Engrossed - 92 - LRB093 16105 RXD 41734 b all facts and proceedings of its general partners and agents, acting or purporting to act in that capacity, that would have been legal and valid but for the revocation, shall stand ratified and confirmed.

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if orders require SB2172 - 81 - LRB093 16105 RXD 41734 b acceptance outside this State before they become contracts;

(b) This Section has no application to the question of whether any limited partnership is subject to service of SB2172 Engrossed - 93 - LRB093 16105 RXD 41734 b process and suit in this State under any law of this State.

(5) filing an application for use of an assumed name pursuant to Section 108 of this Act, $150 for each year 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 SB2172 - 82 - LRB093 16105 RXD 41734 b 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, and a renewal fee for each assumed name, $150;

SB2172 Engrossed - 94 - LRB093 16105 RXD 41734 b (8) filing any other document, $50.

(a) Except in the case of a limited partnership that has been administratively dissolved pursuant to Section 806 or a foreign limited partnership whose application for admission has been cancelled pursuant to Section 912, a (a) A limited partnership or foreign limited partnership which has been delinquent may return to good standing upon:

85-403.) SB2172 - 83 - LRB093 16105 RXD 41734 b Section 40.

No corporation or association hereafter organized or doing business for profit in this State shall be entitled to use the term "Co-operative" as a part of its corporate or other business name or title unless it has complied with the provisions of this Act, except (1) a corporation or association SB2172 Engrossed - 95 - LRB093 16105 RXD 41734 b organized under the Business Corporation Act of 1983 the General Not For Profit Corporation Act of 1986 for the purpose of ownership or administration of residential property on a cooperative basis, or a corporation or association organized under the Business Corporation Act of 1983 for the same purpose.purpose or (2) a cooperative corporation organized under the General Not for Profit Corporation Act of 1986 or its predecessor or successor Act.

and (3) $20 if the record is communicated by another medium SB2172 - 84 - LRB093 16105 RXD 41734 b authorized by filing-office rule.

(2) $20 if the financing statement indicates that it is SB2172 Engrossed - 96 - LRB093 16105 RXD 41734 b filed in connection with a manufactured-home transaction.

7-1-01.) SB2172 - 85 - LRB093 16105 RXD 41734 b Section 99.

SB2172 - 86 - LRB093 16105 RXD 41734 b INDEX Statutes amended in order of appearance 805 ILCS 5/1.80 from Ch.

32, par.

1.80 805 ILCS 5/4.05 from Ch.

32, par.

4.05 805 ILCS 5/4.10 from Ch.

32, par.

4.10 805 ILCS 5/4.20 from Ch.

32, par.

4.20 805 ILCS 5/9.05 from Ch.

32, par.

9.05 805 ILCS 5/9.20 805 ILCS 5/11.37 from Ch.

32, par.

11.37 805 ILCS 5/11.75 from Ch.

32, par.

11.75 805 ILCS 5/12.40 from Ch.

32, par.

12.40 805 ILCS 5/12.45 from Ch.

32, par.

12.45 805 ILCS 5/12.50 from Ch.

32, par.

12.50 805 ILCS 5/13.55 from Ch.

32, par.

13.55 805 ILCS 5/13.60 from Ch.

32, par.

13.60 805 ILCS 5/13.75 805 ILCS 5/14.01 from Ch.

32, par.

14.01 805 ILCS 5/15.10 from Ch.

32, par.

15.10 805 ILCS 5/15.45 from Ch.

32, par.

15.45 805 ILCS 5/15.90 from Ch.

32, par.

15.90 805 ILCS 105/101.45 from Ch.

32, par.

101.45 805 ILCS 105/101.70 from Ch.

32, par.

101.70 805 ILCS 105/104.05 from Ch.

32, par.

104.05 805 ILCS 105/104.10 from Ch.

32, par.

104.10 805 ILCS 105/104.20 from Ch.

32, par.

104.20 805 ILCS 105/105.05 from Ch.

32, par.

105.05 805 ILCS 105/105.10 from Ch.

32, par.

105.10 805 ILCS 105/108.05 from Ch.

32, par.

108.05 805 ILCS 105/111.37 from Ch.

32, par.

111.37 805 ILCS 105/112.45 from Ch.

32, par.

112.45 805 ILCS 105/112.50 from Ch.

32, par.

112.50 805 ILCS 105/113.20 from Ch.

32, par.

113.20 805 ILCS 105/113.55 from Ch.

32, par.

113.55 805 ILCS 105/113.60 from Ch.

32, par.

113.60 805 ILCS 105/113.70 from Ch.

32, par.

113.70 SB2172 - 87 - LRB093 16105 RXD 41734 b 805 ILCS 180/5-47 805 ILCS 180/5-48 805 ILCS 180/35-2 new 805 ILCS 180/35-6 new 805 ILCS 180/35-40 805 ILCS 180/45-65 805 ILCS 180/50-15 805 ILCS 180/35-15 rep.

805 ILCS 205/3.1 new 805 ILCS 205/8.3.5 new 805 ILCS 206/108 805 ILCS 206/110 new 805 ILCS 206/1104 805 ILCS 210/109 new 805 ILCS 210/801 from Ch.

106 1/2, par.

158-1 805 ILCS 210/806 new 805 ILCS 210/807 new 805 ILCS 210/912 new 805 ILCS 210/913 new 805 ILCS 210/914 new 805 ILCS 210/1102 from Ch.

106 1/2, par.

161-2 805 ILCS 210/1110 from Ch.

106 1/2, par.

161-10 805 ILCS 310/22 from Ch.

32, par.

326 810 ILCS 5/9-525