SB 468 — BUSINESS ORGANIZATIONS-VARIOUS

They may appoint and employ from time to time such agents and employees as they may deem necessary for the efficient administration and conduct of the library and other affairs of the corporation.

Whenever any trustee, manager or director shall be elected to fill any vacancy, a certificate under the seal of the corporation, giving the name of the person elected, shall be recorded in the office of the recorder of the county where the articles of incorporation are recorded.

Whenever, by the provisions of such will, deed or other instrument by which an endowment is created, the institution endowed is free and public, the library and other property of such corporation shall be forever exempt from taxation.

The trustees, managers or directors of such corporation shall, in the month of January in each year, cause to be made a written report to the Secretary of State for the year ending on the preceding December 31 of the condition of the library and of the funds and other property of the corporation showing the SB0468 Engrossed - 4 - LRB094 10798 RXD 41271 b assets and investments of such corporation in detail.

This report shall be verified by the secretary, or by some other responsible officer of such corporation.

It shall contain (1) an itemized statement of the various sums of money received from the library fund and from other sources;

(2) an itemized statement of the objects and purposes for which those sums of money have been expended;

(3) a statement of the number of books and periodicals available for use, and the number and character thereof circulated;

(4) a statement of the real and personal property acquired by legacy, purchase, gift or otherwise;

(5) a statement of the character of any extensions of library service which have been undertaken;

(6) any other statistics, information and suggestions that may be of interest.

A report shall also be filed, at the same time, with the Illinois State Library.

(Source:

P.A.

83-1362.) Section 10.

The Business Corporation Act of 1983 is amended by changing Sections 1.80, 2A.05, 4.05, 4.10, 4.20, 7.85, 9.05, 9.20, 11.37, 11.75, 12.40, 12.45, 12.50, 13.55, 13.60, 13.75, 14.01, 15.10, 15.45, 15.80, and 15.90 as follows:

(805 ILCS 5/1.80) (from Ch.

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 SB0468 Engrossed - 5 - LRB094 10798 RXD 41271 b 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 SB0468 Engrossed - 6 - LRB094 10798 RXD 41271 b 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;

SB0468 Engrossed - 7 - LRB094 10798 RXD 41271 b (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 (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.

(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 SB0468 Engrossed - 8 - LRB094 10798 RXD 41271 b notice required by this Act is effective, means:

(1) transferred or presented to someone in person;

or (2) deposited in the United States Mail addressed to the person at his, her or its address as it appears on the records of the corporation, with sufficient first-class postage prepaid thereon.

(v) "Property" means gross assets including, without limitation, all real, personal, tangible, and intangible property.

(w) "Taxable period" means that 12-month period commencing with the first day of the second month preceding the corporation’s anniversary month in the preceding year and prior to the first day of the second month immediately preceding its anniversary month in the current year, except that, in the case of a corporation that has established an extended filing month, "taxable period" means that 12-month period ending with the last day of its fiscal year immediately preceding the extended filing month.

In the case of a newly formed domestic corporation or a newly registered foreign corporation that had not commenced transacting business in this State prior to obtaining 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 SB0468 Engrossed - 9 - LRB094 10798 RXD 41271 b 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.

92-33, eff.

7-1-01.) (805 ILCS 5/2A.05) (from Ch.

32, par.

2A.05) Sec.

2A.05.

Formation of a close corporation.

A close corporation shall be formed in accordance with the provisions of this Act, except its articles of incorporation shall contain a heading stating that it is being organized as a close corporation.

A corporation organized under the Professional Service Corporation Act or the Medical Service Corporation Act, as such Acts are now or hereafter amended, may become a close corporation if it complies with the requirements of this Article.

(Source:

P.A.

88-151.) (805 ILCS 5/4.05) (from Ch.

32, par.

4.05) Sec.

4.05.

Corporate name of domestic or foreign corporation.

(a) The corporate name of a domestic corporation or of a foreign corporation organized, existing or subject to the provisions of this Act:

(1) Shall contain, separate and apart from any other word or abbreviation in such name, the word "corporation", "company", "incorporated", or "limited", or an abbreviation of one of such words, and if the name of a foreign corporation does not contain, separate and apart from any other word or abbreviation, one of such words or abbreviations, the corporation shall add at the end of its name, as a separate word or abbreviation, one of such words or an abbreviation of one of such words.

(2) Shall not contain any word or phrase which indicates or implies that the corporation (i) is authorized or empowered to conduct the business of insurance, SB0468 Engrossed - 10 - LRB094 10798 RXD 41271 b assurance, indemnity, or the acceptance of savings deposits;

(ii) is authorized or empowered to conduct the business of banking unless otherwise permitted by the Commissioner of Banks and Real Estate pursuant to Section 46 of the Illinois Banking Act;

or (iii) is authorized or empowered to be in the business of a corporate fiduciary unless otherwise permitted by the Commissioner of Banks and Real Estate under Section 1-9 of the Corporate Fiduciary Act.

The word "trust", "trustee", or "fiduciary" may be used by a corporation only if it has first complied with Section 1-9 of the Corporate Fiduciary Act.

The word "bank", "banker" or "banking" may only be used by a corporation if it has first complied with Section 46 of the Illinois Banking Act.

(3) Shall be distinguishable upon the records in the office of the Secretary of State from the name or assumed name of any domestic corporation or limited liability company organized under the Limited Liability Company Act, whether profit or not for profit, existing under any Act of this State or of the name or assumed name of any foreign corporation or foreign limited liability company registered under the Limited Liability Company Act, whether profit or not for profit, authorized to transact business in this State, or a name the exclusive right to which is, at the time, reserved or registered in the manner provided in this Act or Section 1-15 of the Limited Liability Company Act, except that, subject to the discretion of the Secretary of State, a foreign corporation that has a name prohibited by this paragraph may be issued a certificate of authority to transact business in this State, if the foreign corporation:

(i) Elects to adopt an assumed corporate name or names in accordance with Section 4.15 of this Act;

and (ii) Agrees in its application for a certificate of authority to transact business in this State only under such assumed corporate name or names.

SB0468 Engrossed - 11 - LRB094 10798 RXD 41271 b (4) Shall contain the word "trust", if it be a domestic corporation organized for the purpose of accepting and executing trusts, shall contain the word "pawners", if it be a domestic corporation organized as a pawners’ society, and shall contain the word "cooperative", if it be a domestic corporation organized as a cooperative association for pecuniary profit.

(5) Shall not contain a word or phrase, or an abbreviation or derivation thereof, the use of which is prohibited or restricted by any other statute of this State unless such restriction has been complied with.

(6) Shall consist of letters of the English alphabet, Arabic or Roman numerals, or symbols capable of being readily reproduced by the office of the Secretary of State.

(7) Shall be the name under which the corporation shall transact business in this State unless the corporation shall also elect to adopt an assumed corporate name or names as provided in this Act;

provided, however, that the corporation may use any divisional designation or trade name without complying with the requirements of this Act, provided the corporation also clearly discloses its corporate name.

(8) (Blank).

(b) The Secretary of State shall determine whether a name is "distinguishable" from another name for purposes of this Act.

Without excluding other names which may not constitute distinguishable names in this State, a name is not considered distinguishable, for purposes of this Act, solely because it contains one or more of the following:

(1) the word "corporation", "company", "incorporated", or "limited", "limited liability" or an abbreviation of one of such words;

(2) articles, conjunctions, contractions, abbreviations, different tenses or number of the same word;

(c) Nothing in this Section or Sections 4.15 or 4.20 shall:

(1) Require any domestic corporation existing or any SB0468 Engrossed - 12 - LRB094 10798 RXD 41271 b foreign corporation having a certificate of authority to transact business on the effective date of this Act, to modify or otherwise change its corporate name or assumed corporate name, if any.

(2) Abrogate or limit the common law or statutory law of unfair competition or unfair trade practices, nor derogate from the common law or principles of equity or the statutes of this State or of the United States with respect to the right to acquire and protect copyrights, trade names, trade marks, service names, service marks, or any other right to the exclusive use of names or symbols.

(Source:

P.A.

92-33, eff.

7-1-01.) (805 ILCS 5/4.10) (from Ch.

32, par.

4.10) Sec.

4.10.

Reserved name.

The exclusive right to the use of a corporate name or an assumed corporate name, as the case may be, may be reserved by:

(a) Any person intending to organize a corporation under this Act.

(b) Any domestic corporation intending to change its name.

(c) Any foreign corporation intending to make application for a certificate of authority to transact business in this State.

(d) Any foreign corporation authorized to transact business in this State and intending to change its name.

(e) Any person intending to organize a foreign corporation and intending to have such corporation make application for a certificate of authority to transact business in this State.

(f) Any domestic corporation intending to adopt an assumed corporate name.

(g) Any foreign corporation authorized to transact business in this State and intending to adopt an assumed corporate name.

Such reservation shall be made by filing in the office of the Secretary of State an application to reserve a specified corporate name or a specified assumed corporate name, executed SB0468 Engrossed - 13 - LRB094 10798 RXD 41271 b by the applicant.

If the Secretary of State finds that such name is available for corporate use, he or she shall reserve the same for the exclusive use of such applicant for a period of ninety days or until surrendered by a written cancellation document signed by the applicant, whichever is sooner.

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 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.

The Secretary of State may revoke any reservation if, after a hearing, he or she finds that the application therefor or any transfer thereof was made contrary to this Act.

(Source:

P.A.

93-59, eff.

7-1-03.) (805 ILCS 5/4.20) (from Ch.

32, par.

4.20) Sec.

4.20.

Change and cancellation of assumed corporate name.

(a) Any domestic or foreign corporation may, pursuant to resolution by its board of directors, change or cancel any or all of its assumed corporate names by executing and filing, in accordance with Section 1.10 of this Act, an application setting forth:

(1) The true corporate name.

(2) The state or country under the laws of which it is organized.

(3) That it intends to cease transacting business under an assumed corporate name by changing or cancelling it.

(4) The assumed corporate name to be changed from or cancelled.

(5) If the assumed corporate name is to be changed, the assumed corporate name that the corporation proposes to use.

(b) Upon the filing of an application to change an assumed corporate name, the corporation shall have the right to use the SB0468 Engrossed - 14 - LRB094 10798 RXD 41271 b assumed corporate name for the balance of the period authorized by subsection (d) of Section 4.15.

(c) The right to use an assumed corporate name shall be cancelled by the Secretary of State:

(1) If the corporation fails to renew an assumed corporate name.

(2) If the corporation has filed an application to change or cancel an assumed corporate name.

(3) If a domestic corporation has been dissolved.

(4) If a foreign corporation has had its certificate of authority to do business in this State revoked.

(Source:

P.A.

87-516.) (805 ILCS 5/7.85) (from Ch.

32, par.

7.85) Sec.

7.85.

Vote required for certain business combinations.

(a) A.

This Section shall apply to any domestic corporation that (i) has any equity securities registered under Section 12 of the Securities Exchange Act of 1934 or is subject to Section 15(d) of that Act (a "reporting company") and (ii) any domestic corporation other than one described in (i) that either specifically adopts this Section 7.85 in its original articles of incorporation or amends its articles of incorporation to specifically adopt this Section 7.85, however, the restrictions contained in this Section shall not apply in the event of any of the following:

(1) In case of a reporting company, the corporation’s articles of incorporation immediately prior to the time it becomes a reporting company contains a provision expressly electing not to be governed by this Section.

(2) The corporation, by action of its board of directors, adopts an amendment to its by-laws within 90 days after the effective date of this amendatory Act of 1997 expressly electing not to be governed by this Section, which amendment shall not be further amended by the board of directors.

SB0468 Engrossed - 15 - LRB094 10798 RXD 41271 b (3) In the case of a reporting company, 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 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 voting shares (as defined in paragraph (b) B of this Section 7.85).

An amendment adopted under this paragraph shall not be effective until 12 months after the adoption of the amendment and shall not apply to a business combination between the corporation and a person who became an interested shareholder of the corporation at the same time as or before the adoption of the amendment.

A by-law amendment adopted under this paragraph shall not be further amended by the board of directors.

(4) A shareholder becomes an interested shareholder inadvertently and (i) as soon as practical divests sufficient shares so that the shareholder ceases to be an interested shareholder and (ii) would not, at any time within the 3 year period immediately before a business combination between the corporation and the shareholder, have been an interested shareholder but for the inadvertent acquisition.

In the case of circumstances described in subparagraphs (1), (2), and (3) of this paragraph A, the election not to be governed may be in whole or in part, generally, or generally by types, or as to specifically identified or unidentified interested shareholders.

(b) B.

Higher vote for certain business combinations.

In addition to any affirmative vote required by law or the articles of incorporation, except as otherwise expressly provided in paragraph (c) C of this Section 7.85, any business combination shall require (i) the affirmative vote of the holders of at least 80% of the combined voting power of the then outstanding shares of all classes and series of the SB0468 Engrossed - 16 - LRB094 10798 RXD 41271 b corporation entitled to vote generally in the election of directors, voting together as a single class (the "voting shares") (it being understood that, for the purposes of this Section 7.85, each voting share shall have the number of votes granted to it pursuant to the corporation’s articles of incorporation) and (ii) the affirmative vote of a majority of the voting shares held by disinterested shareholders.

(c) C.

When higher vote is not required.

The provisions of paragraph (b) B of this Section 7.85 shall not be applicable to any particular business combination, and such business combination shall require only such affirmative vote as is required by law and any other provision of the corporation’s article of incorporation and any resolutions of the board of directors adopted pursuant to Section 6.10 if all of the conditions specified in either of the following subparagraphs (1) and (2) of this paragraph (c) C are met:

(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) (a) The business combination shall provide for consideration to be received by all holders of common 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 SB0468 Engrossed - 17 - LRB094 10798 RXD 41271 b 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) (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)(b) shall be required to be met 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 SB0468 Engrossed - 18 - LRB094 10798 RXD 41271 b 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 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) (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.

SB0468 Engrossed - 19 - LRB094 10798 RXD 41271 b 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) (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 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) (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 SB0468 Engrossed - 20 - LRB094 10798 RXD 41271 b 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) (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) 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 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 SB0468 Engrossed - 21 - LRB094 10798 RXD 41271 b 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, 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) (a) beneficially owns the shares, directly or indirectly;

or (B) (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 SB0468 Engrossed - 22 - LRB094 10798 RXD 41271 b 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) (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) (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, 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.

SB0468 Engrossed - 23 - LRB094 10798 RXD 41271 b (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) 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 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 SB0468 Engrossed - 24 - LRB094 10798 RXD 41271 b 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 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) 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.) SB0468 Engrossed - 25 - LRB094 10798 RXD 41271 b (805 ILCS 5/9.05) (from Ch.

32, par.

SB0468 Enrolled - 2 - LRB094 10798 RXD 41271 b (3) The aggregate number of issued shares, itemized by classes and series, if any, within a class before giving effect to the cancellation.

SB0468 Engrossed - 26 - LRB094 10798 RXD 41271 b (6) The aggregate number of issued shares, itemized by classes and series, if any, within a class, after giving effect to the cancellation.

(e) Until the report required by subsection (c) of this Section, or the report required by Section 14.25 or Section SB0468 Enrolled - 3 - LRB094 10798 RXD 41271 b 14.30 of this Act reporting a reduction in paid-in capital, shall have been filed in the office of the Secretary of State, the basis of the annual franchise tax payable by the corporation shall not be reduced, provided, however, in no event shall the annual franchise tax for any taxable year be reduced if such report is not filed prior to the first day of the anniversary month or, in the case of a corporation which has established an extended filing month, the extended filing month of that taxable year and before payment of its annual SB0468 Engrossed - 27 - LRB094 10798 RXD 41271 b franchise tax.

provided, however, that in no event shall the annual franchise tax for any taxable year be reduced if the report is not filed prior to the first SB0468 Enrolled - 4 - LRB094 10798 RXD 41271 b day of the anniversary month or, in the case of a corporation that has established an extended filing month, the extended filing month of the corporation of that taxable year and before payment of its annual franchise tax.

A reduction in paid-in capital reported SB0468 Engrossed - 28 - LRB094 10798 RXD 41271 b pursuant to this subsection shall have no effect for any purpose under this Act with respect to a taxable year ending before the report is filed.

7-1-01.) (805 ILCS 5/11.37)5/12.45) (from Ch.

11.37) Sec.

11.37.

Merger of domestic or foreign corporations and domestic not for profit corporations.

(a) One or more domestic corporations or one or more foreign corporations may merge into a domestic not for profit corporation subject to the provisions of the General Not For Profit Corporation Act of 1986, as amended, provided that in the case of a foreign corporation for profit, such merger is permitted by the laws of the State or country under which such foreign corporation for profit is organized.

(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.

With respect to merger of domestic not for profit corporations, each foreign corporation for profit shall comply with the laws of the state or country under which it is organized, and each foreign corporation for profit having a certificate of authority to transact business in this State under the provisions of this Act shall comply with the provisions of this Act with respect to merger of foreign corporations for profit.

(c) The plan of merger shall set forth, in addition to all SB0468 Engrossed - 29 - LRB094 10798 RXD 41271 b matters required by Section 11.05 of this Act, the manner and basis of converting shares of each merging domestic or foreign corporation for profit into membership or other interests of the surviving domestic not for profit corporation, or into cash, or into property, or into any combination of the foregoing.

(d) The effect of a merger under this Section shall be the same as in the case of a merger of domestic corporations as set forth in subsection (a) of Section 11.50 of this Act.

(e) When such merger has been effected, the shares of the corporation or corporations to be converted under the terms of the plan cease to exist.

The holders of those shares are entitled only to the membership or other interests, cash, or other property or combination thereof, into which those shares have been converted in accordance with the plan, subject to any dissenters’ rights under Section 11.70 of this Act.

(Source:

P.A.

93-59, eff.

7-1-03.) (805 ILCS 5/11.75) (from Ch.

32, par.

11.75) Sec.

11.75.

Business combinations with interested shareholders.

(a) Notwithstanding any other provisions of this Act, a corporation (as defined in this Section 11.75) shall not engage 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 SB0468 Engrossed - 30 - LRB094 10798 RXD 41271 b 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.

(b) The restrictions contained in this Section shall not apply if:

(1) the corporation’s original articles of incorporation contains a provision expressly electing not to be governed by this Section;

(2) the corporation, by action of its board of directors, adopts an amendment to its by-laws within 90 days of the effective date of this amendatory Act of 1989, expressly electing not to be governed by this Section, which amendment shall not be further amended by the board of directors;

(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 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.

An amendment adopted pursuant to this paragraph shall be effective immediately in the case of a corporation that both (i) has never had a class of voting shares that falls within any of the categories set out in paragraph (4) of this subsection (b) and (ii) has not elected by a provision in its original articles of incorporation or any amendment thereto to be governed by this Section.

In all other cases, an amendment adopted pursuant to this paragraph shall not be effective until 12 months after the adoption of such amendment and shall not apply to any business combination SB0468 Engrossed - 31 - LRB094 10798 RXD 41271 b between such corporation and any person who became an interested shareholder of such corporation on or prior to such adoption.

A by-law amendment adopted pursuant to this paragraph shall not be further amended by the board of directors;

(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 action taken, directly or indirectly, by an interested shareholder or from a transaction in which a person becomes an interested shareholder;

(5) a shareholder becomes an interested shareholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the shareholder ceases to be an interested shareholder and (ii) would not, at any time within the 3 year period immediately prior to a business combination between the corporation and such shareholder, have been an interested shareholder but for the inadvertent acquisition of ownership;

(6) the business combination is proposed prior to the consummation or abandonment of and subsequent to the 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;

(ii) is with or by a person who either was not an interested shareholder during the previous 3 years or who became an interested shareholder with the approval of the corporation’s board of directors or during the period described in paragraph (7) of this subsection (b);

and (iii) is approved or not opposed by a majority of the members of the board of directors then in office (but not less than 1) who were directors prior to any person becoming an interested shareholder during the previous 3 years or were recommended for election or elected to SB0468 Engrossed - 32 - LRB094 10798 RXD 41271 b succeed such directors by a majority of such directors.

The proposed transactions referred to in the preceding sentence are limited to (x) a merger or consolidation of the corporation (except for a merger in respect of which, pursuant to subsection (c) of Section 11.20 of this Act, no vote of the shareholders of the corporation is required);

(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 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 (z) a proposed tender or exchange offer for 50% or more of the outstanding voting shares of the corporation.

The corporation shall give not less than 20 days notice to all interested shareholders prior to the consummation of any of the transactions described in clauses (x) or (y) of the second sentence of this paragraph;

or (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).

Notwithstanding paragraphs (1), (2), (3) and (4) of this subsection and subparagraph (A) of paragraph (5) of subsection (c), any domestic corporation may elect by a provision of its original articles of SB0468 Engrossed - 33 - LRB094 10798 RXD 41271 b incorporation or any amendment thereto to be governed by this Section, provided that any such amendment to the articles of incorporation shall not apply to restrict a business combination between the corporation and an interested shareholder of the corporation if the interested shareholder became such prior to the effective date of the amendment.

(c) As used in this Section 11.75 only, the term:

(1) "Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.

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

(3) "Business combination" when used in reference to any corporation and any interested shareholder of such corporation, means:

(A) any merger or consolidation of the corporation or any direct or indirect majority-owned subsidiary of the corporation with (i) the interested shareholder, or (ii) with any other corporation if the merger or consolidation is caused by the interested shareholder and as a result of such merger or consolidation subsection (a) of this Section is not applicable to the surviving corporation;

(B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a SB0468 Engrossed - 34 - LRB094 10798 RXD 41271 b 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 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, 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 SB0468 Engrossed - 35 - LRB094 10798 RXD 41271 b 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 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 (E) any receipt by the interested shareholder of the benefit, directly or indirectly (except proportionately as a shareholder of such corporation) of any 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 the corporation or any direct or indirect majority owned subsidiary;

or (F) any receipt by the interested shareholder of 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.

(4) "Control", including the term "controlling", "controlled by" and "under common control with", means the possession, directly or indirectly, of the power to direct SB0468 Engrossed - 36 - LRB094 10798 RXD 41271 b or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract or otherwise.

A person who is the owner of 20% or more of the outstanding voting shares of any corporation, partnership, unincorporated association, or other entity shall be presumed to have control of such entity, in the absence of proof by preponderance of the evidence to the contrary.

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 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.

(5) "Corporation" means a domestic corporation that:

(A) has any equity securities registered under Section 12 of the Securities Exchange Act of 1934 or is subject to Section 15(d) of that Act;

and (B) either (i) has its principal place of business or its principal executive office located in Illinois;

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

(ii) has more than 10% of its shares owned by Illinois residents;

or (iii) has 2,000 shareholders resident in Illinois.

The residence of a shareholder is presumed to be the address appearing in the records of the corporation.

Shares held by banks (except as trustee, executor or guardian), securities dealers or nominees are disregarded for purposes of calculating the percentages and numbers in this paragraph (5).

SB0468 Engrossed - 37 - LRB094 10798 RXD 41271 b (6) "Interested shareholder" means any person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) that (i) is the owner of 15% or more of the outstanding voting shares of the corporation, or (ii) is an affiliate or associate of 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 prior to the date on which it is sought to be determined whether such person is an interested shareholder;

and the affiliates and 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 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;

or (y) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by the corporation, provided that such person shall be an interested shareholder if thereafter such person acquires additional shares of voting shares of the corporation, except as a result of further corporate action not caused, directly or indirectly, by such person.

For the SB0468 Engrossed - 38 - LRB094 10798 RXD 41271 b 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 paragraph (9) of this subsection, but shall not include any other unissued shares of such corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(7) "Person" means any individual, corporation, partnership, unincorporated association or other entity.

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

(8) "Voting shares" means, with respect to any corporation, shares of any class or series entitled to vote 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.

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

(A) beneficially owns such shares, directly or indirectly;

or (B) has (i) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the 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 such person or any of such person’s affiliates or associates until such tendered shares is accepted for purchase or exchange;

or (ii) the right to vote such shares SB0468 Engrossed - 39 - LRB094 10798 RXD 41271 b pursuant to any agreement, arrangement or understanding;

provided, however, that a person shall not be deemed the owner of any shares because of such person’s right to vote such shares if the agreement, arrangement or understanding to vote such 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 any 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 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.

(d) No provision of the articles a certificate of incorporation or the by-laws by-law shall require, for any vote of shareholders required by this Section a greater vote of shareholders than that specified in this Section.

(e) The provisions of this Section 11.75 are severable and any provision held invalid shall not affect or impair any of the remaining provisions of this Section.

(Source:

P.A.

93-59, eff.

7-1-03.) (805 ILCS 5/12.40) (from Ch.

32, par.

12.40) Sec.

12.40.

Procedure for administrative dissolution.

(a) After the Secretary of State determines that one or more grounds exist under Section 12.35 for the administrative dissolution of a corporation, he or she shall send by regular mail to each delinquent corporation a Notice of Delinquency to its registered office, or, if the corporation has failed to maintain a registered office, then to the president or other principal officer at the last known office of said officer.

(b) If the corporation does not correct the default described in paragraphs (a) through (e) of Section 12.35 within SB0468 Engrossed - 40 - LRB094 10798 RXD 41271 b 90 days following such notice, the Secretary of State shall thereupon dissolve the corporation by issuing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date.

If the corporation does not correct the default described in paragraphs (f) through (h) of Section 12.35, within 30 days following such notice, the Secretary of State shall thereupon dissolve the corporation by issuing a certificate of dissolution as herein prescribed.

The Secretary of State shall file the original of the certificate in his or her office, mail one copy to the corporation at its registered office 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.

The recorder shall submit for payment to the Secretary of State, on a quarterly basis, the amount of filing fees incurred.

(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 up and liquidate its business and affairs under Section 12.30.

(Source:

P.A.

93-59, eff.

7-1-03.) (805 ILCS 5/12.45) (from Ch.

32, par.

(2) The filing with the Secretary of State by the corporation of all reports then due and theretofore SB0468 Engrossed - 41 - LRB094 10798 RXD 41271 b becoming due.

SB0468 Enrolled - 5 - LRB094 10798 RXD 41271 b (b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth:

and all acts and proceedings of its officers, directors and shareholders, acting or purporting to act as such, which would have been legal and valid but for such SB0468 Engrossed - 42 - LRB094 10798 RXD 41271 b dissolution, shall stand ratified and confirmed.

7-1-01.) (805 ILCS 5/12.50)5/13.60) (from Ch.

12.50)13.60) SB0468 Enrolled - 6 - LRB094 10798 RXD 41271 b Sec.

12.50.

Grounds for judicial dissolution in actions by nonshareholders.

(a) A Circuit Court may dissolve a corporation:

(1) In an action by the Attorney General, if it is established that:

(i) The corporation filed its articles obtained its certificate of incorporation through fraud;

or (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law, or has continued to violate the law, after notice of the same has been given to such corporation, either personally or by registered mail;

or (iii) 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 by the Secretary of State or within such extension of time as shall have been authorized by the Secretary of State.

(2) In an action by a creditor, if it is established that:

(i) The creditor’s claim has been reduced to judgment, a copy of the judgment has been returned unsatisfied, and the corporation is insolvent;

or (ii) The corporation has admitted in writing that the creditor’s claim is due and owing, and the corporation is insolvent.

(3) In an action by the corporation to dissolve under court supervision, if it is established that dissolution is reasonably necessary because the business of the corporation can no longer be conducted to the general advantage of its shareholders.

SB0468 Engrossed - 43 - LRB094 10798 RXD 41271 b (b) As an alternative to dissolution, the court may order any of the other remedies contained in subsection (b) of Section 12.55.

(Source:

P.A.

89-169, eff.

7-19-95;

89-364, eff.

8-18-95.) (805 ILCS 5/13.55) (from Ch.

32, par.

13.55) Sec.

13.55.

Procedure for revocation of authority.

(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 regular mail to each delinquent corporation a Notice of Delinquency to its registered office, or, if the corporation has failed to maintain a registered office, then to the president or other principal officer at the last known office of said officer.

(b) If the corporation does not correct the default described in paragraphs (c) through (k) of Section 13.50 within 90 days following such notice, the Secretary of State shall thereupon revoke the authority of the corporation by issuing a certificate of revocation that recites the grounds for revocation and its effective date.

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 Secretary of State shall thereupon revoke the authority of the corporation by issuing a certificate of revocation as herein prescribed.

The Secretary of State shall file the original of the certificate in his or her office, mail one copy to the corporation at its registered office 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.

The recorder shall submit for payment to the Secretary of State, on a quarterly basis, the amount of filing fees incurred.

SB0468 Engrossed - 44 - LRB094 10798 RXD 41271 b (c) Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this State shall cease and such revoked corporation shall not thereafter carry on any business in this State.

(Source:

P.A.

92-33, eff.

7-1-01;

93-59, eff.

7-1-03.) (805 ILCS 5/13.60) (from Ch.

32, par.

13.60) Sec.

(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 SB0468 Engrossed - 45 - LRB094 10798 RXD 41271 b corporation;

SB0468 Enrolled - 7 - LRB094 10798 RXD 41271 b (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 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;

7-1-01.) (805Section ILCS10. 5/13.75) Sec.

13.75.The General Not For Profit Corporation Act of 1986 is amended by changing Sections 105.10, 112.45, 113.60, 114.05, and 115.10 as follows:

Activities(805 thatILCS do105/105.10) not(from constituteCh. transacting business.

Without excluding other activities that may not constitute transacting doing business in this State, a foreign 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:

(1) maintaining, defending, or settling any proceeding;

(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositaries with SB0468 Engrossed - 46 - LRB094 10798 RXD 41271 b respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts;

(7) (blank);

(8) (blank);

(9) owning, without more, real or personal property;

(10) conducting an isolated transaction that is completed within 120 days and that is not one in the course of repeated transactions of a like nature;

or (11) having a corporate officer or director who is a resident of this State.

(Source:

P.A.

93-59, eff.

7-1-03.) (805 ILCS 5/14.01) (from Ch.

14.01) Sec.

14.01.

Statement of election to establish an extended filing month.

(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 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:

(1) The name of the corporation.

(2) The file number of the corporation as assigned by the Secretary of State.

(3) The state or country under whose laws it was organized, the date of incorporation or the date of the filing of its application for issuance of its certificate SB0468 Engrossed - 47 - LRB094 10798 RXD 41271 b of authority, if a foreign corporation.

(4) The date of the fiscal year end immediately preceding this election.

(5) The extended filing month, which month may be any month in 1991 or a subsequent year which is one of the 9 months consecutively following the end of the corporation’s fiscal year, except that such month may not be one of the 2 months immediately preceding the corporation’s anniversary month.

Notwithstanding the foregoing, a corporation whose 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 the case of a foreign corporation.

(c) The statement of election and interim annual report referred to in this Section, together with all fees, taxes and charges as prescribed by this Act and prorated in accordance with Section 15.45 or 15.75, shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month of the corporation in 1991 or any subsequent year.

Proof to the satisfaction of the Secretary of State that prior to the first day of the anniversary month of the corporation such statement of election and interim annual report together with all fees, taxes and charges as prescribed by this Act, were deposited in the United States mail in a sealed envelope, properly addressed, with SB0468 Engrossed - 48 - LRB094 10798 RXD 41271 b postage prepaid, shall be deemed a compliance with this requirement.

If the Secretary of State finds that such statement and reports conform to the requirements of this Act, he or she shall file the same.

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 Secretary of State within 30 days of the date the report was returned for corrections.

(d) Subsequent to the filing of the statement of election and the interim annual report, the corporation shall file within 60 days prior to the extended filing month a final transition annual report reflecting the factual information required by Section 14.05, and must pay the appropriate fees and franchise taxes due, if any, or set forth the amount of any overpayment to be credited against any other taxes applicable under this Act which may thereafter be payable, in each case based on any difference which may exist between its interim annual report and its final transition annual report.

Compliance with this Section establishes a new reporting period for documents required under Article 14 of this Act.

(Source:

P.A.

86-985.) (805 ILCS 5/15.10) (from Ch.

32, par.

15.10) Sec.

15.10.

Fees for filing documents.

The Secretary of State shall charge and collect for:

(a) Filing articles of incorporation, $150.

(b) Filing articles of amendment, $50, unless the amendment is a restatement of the articles of incorporation, in which case the fee shall be $150.

(c) Filing articles of merger or consolidation, $100, but if the merger or consolidation involves more than 2 corporations, $50 for each additional corporation.

SB0468 Engrossed - 49 - LRB094 10798 RXD 41271 b (d) Filing articles of share exchange, $100.

(e) Filing articles of dissolution, $5.

(f) Filing application to reserve a corporate name, $25.

(g) Filing a notice of transfer or cancellation of a reserved corporate name, $25.

(h) Filing statement of change of address of registered office or change of registered agent, or both, $25.

(i) Filing statement of the establishment of a series of shares, $25.

(j) Filing an application of a foreign corporation for authority to transact business in this State, $150.

(k) Filing an application of a foreign corporation for amended authority to transact business in this State, $25.

(l) Filing a copy of amendment to the articles of incorporation of a foreign corporation holding authority to transact business in this State, $50, unless the amendment is a restatement of the articles of incorporation, in which case the fee shall be $150.

(m) Filing a copy of articles of merger of a foreign corporation holding a certificate of authority to transact business in this State, $100, but if the merger involves more than 2 corporations, $50 for each additional corporation.

(n) Filing an application for withdrawal and final report or a copy of articles of dissolution of a foreign corporation, $25.

(o) Filing an annual report, interim annual report, or final transition annual report of a domestic or foreign corporation, $75.

(p) Filing an application for reinstatement of a domestic or a foreign corporation, $200.

(q) Filing an application for use of an assumed corporate name, $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 ending in 2 or 7, $60 for each year or part thereof ending in 3 or 8, $30 for each year or part thereof ending in 4 or 9, between the date of filing the application SB0468 Engrossed - 50 - LRB094 10798 RXD 41271 b and the date of the renewal of the assumed corporate name;

and a renewal fee for each assumed corporate name, $150.

(r) To change an assumed corporate name for the period remaining until the renewal date of the original assumed name, $25.

(s) Filing an application for cancellation of an assumed corporate name, $5.

(t) Filing an application to register the corporate name of a foreign corporation, $50;

and an annual renewal fee for the registered name, $50.

(u) Filing an application for cancellation of a registered name of a foreign corporation, $25.

(v) Filing a statement of correction, $50.

(w) Filing a petition for refund or adjustment, $5.

(x) Filing a statement of election of an extended filing month, $25.

(y) Filing any other statement or report, $5.

(Source:

P.A.

92-33, eff.

7-1-01;

93-32, eff.

12-1-03;

93-59, eff.

7-1-03;

revised 9-5-03.) (805 ILCS 5/15.45) (from Ch.

32, par.

15.45) Sec.

15.45.

Rate of franchise taxes payable by domestic corporations.

(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 on January 1, 1984 to the first day of the anniversary month in 2004, 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 SB0468 Engrossed - 51 - LRB094 10798 RXD 41271 b month, the extended filing month of the corporation, but in no event shall the amount of the annual franchise tax be less than $25 nor more than $1,000,000 per annum;

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 $25 nor more than $2,000,000 per annum.

(b) The annual franchise tax payable by each domestic corporation at the time of filing a statement of election and interim annual report in connection with an anniversary month prior to January, 2004 shall be computed at the rate of 1/10 of 1% for the 12 month period commencing on the first day of the anniversary month of the corporation next following such filing, but in no event shall the amount of the annual franchise tax be less than $25 nor more than $1,000,000 per annum;

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 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.

(c) The annual franchise tax payable at the time of filing the final transition annual report in connection with an anniversary month prior to January, 2004 shall be an amount equal to (i) 1/12 of 1/10 of 1% per month of the proportion of paid-in capital represented in this State as shown in the final transition annual report multiplied by (ii) the number of months commencing with the anniversary month next following the filing of the statement of election until, but excluding, the SB0468 Engrossed - 52 - LRB094 10798 RXD 41271 b 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 $83,333.333333 per month;

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 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 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.

The initial franchise tax payable on or after January 1, 1991, but prior to January 1, 2004, by each domestic corporation shall be computed at the rate of 15/100 of 1% for the 12 month period commencing on the first day of the anniversary month in which the articles of incorporation are filed in accordance with Section 2.10 of this Act, but in no event shall the initial franchise tax be less than $25 nor more than $1,000,000 per annum plus 1/20th of 1% of the basis therefor.

The initial franchise tax payable on or after January SB0468 Engrossed - 53 - LRB094 10798 RXD 41271 b 1, 2004, by each domestic corporation shall be computed at the rate of 15/100 of 1% for the 12-month period commencing on the first day of the anniversary month in which the articles of incorporation are filed in accordance with Section 2.10 of this Act, but in no event shall the initial franchise tax be less than $25 nor more than $2,000,000 per annum plus 1/10th of 1% of the basis therefor.

(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 of 1% for each calendar month or fraction thereof, between the date of each respective increase in its paid-in capital and its anniversary month in 1984;

thereafter until the last day of the month that is both after December 31, 1990 and the third month immediately preceding the anniversary month in 1991, each additional franchise tax payable by each domestic corporation shall be computed at the rate of 1/12 of 1/10 of 1% for each calendar month, or fraction thereof, between the date of each respective increase in its paid-in capital and its next anniversary month;

however, if the increase occurs within the 2 month period immediately preceding the anniversary month, the tax shall be computed to the anniversary month of the next succeeding calendar year.

Commencing with increases in paid-in capital that occur subsequent to both December 31, 1990 and the last day of the third month immediately preceding the anniversary month in 1991, the additional franchise tax payable by a domestic corporation shall be computed at the rate of 15/100 of 1%.

(Source: