Chapter 805 — BUSINESS ORGANIZATIONS

(805 ILCS 5/1.01) (from Ch. 32, par. 1.01) Sec. 1.01. Short title. This Act shall be known and may be cited as the "Business Corporation Act of 1983". (Source: P.A. 83-1025.)

(805 ILCS 5/1.05) (from Ch. 32, par. 1.05) Sec. 1.05. Powers of Secretary of State. The Secretary of State shall have the power and authority reasonably necessary to administer this Act efficiently and to perform the duties therein imposed. The Secretary of State shall have the p…

(805 ILCS 5/1.10) (from Ch. 32, par. 1.10) Sec. 1.10. Forms, execution, acknowledgment and filing. (a) All reports required by this Act to be filed in the office of the Secretary of State shall be made on forms which shall be prescribed and furnished by the Secretary of State. Fo…

(805 ILCS 5/1.11) Sec. 1.11. Electronic filing. Documents or reports transmitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgment of the person, under penalties of perjury, that t…

(805 ILCS 5/1.15) (from Ch. 32, par. 1.15) Sec. 1.15. Statement of correction. (a) Whenever any instrument authorized to be filed with the Secretary of State under any provision of this Act has been so filed and, as of the date of the action therein referred to, contains any miss…

(805 ILCS 5/1.17) (from Ch. 32, par. 1.17) Sec. 1.17. Petition for refund or adjustment of license fee, franchise tax, penalty, or interest. (a) Any domestic corporation or foreign corporation having authority to transact business in this State may petition the Secretary of State…

(805 ILCS 5/1.20) (from Ch. 32, par. 1.20) Sec. 1.20. Certificates and certified copies of certain documents to be received in evidence. All certificates issued by the Secretary of State in accordance with the provisions of this Act and all copies of documents filed in the Secret…

(805 ILCS 5/1.25) (from Ch. 32, par. 1.25) Sec. 1.25. List of corporations; exchange of information. (a) The Secretary of State shall publish each year a list of corporations filing an annual report for the preceding year in accordance with the provisions of this Act, which repor…

(805 ILCS 5/1.30) (from Ch. 32, par. 1.30) Sec. 1.30. Abstract of corporate record. (a) The Secretary of State may, upon receipt of a written request and payment of a fee as determined by the Secretary, furnish to the person or agency so requesting an abstract of the corporate re…

(805 ILCS 5/1.35) (from Ch. 32, par. 1.35) Sec. 1.35. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any corporation, domestic or foreign, subject to the provisions of this Act, and to any officer or director thereof, such interroga…

(805 ILCS 5/1.40) (from Ch. 32, par. 1.40) Sec. 1.40. Information disclosed by interrogatories. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose any facts or information o…

(805 ILCS 5/1.45) (from Ch. 32, par. 1.45) Sec. 1.45. Judicial review under the Administrative Review Law. If the Secretary of State shall fail to approve any articles of incorporation, amendment, merger, consolidation, dissolution, petition for reduction or refund, or any other …

(805 ILCS 5/1.50) (from Ch. 32, par. 1.50) Sec. 1.50. Administrative Procedure Act. The Illinois Administrative Procedure Act is expressly adopted and incorporated herein as if all of the provisions of that Act were included in this Act, except that the provision of subsection (d…

(805 ILCS 5/1.55a) (from Ch. 32, par. 1.55a) Sec. 1.55a. Certain powers reserved to General Assembly. The General Assembly shall at all times have power to prescribe such provisions and limitations as it may deem advisable, which provisions and limitations shall be binding upon a…

(805 ILCS 5/1.60) (from Ch. 32, par. 1.60) Sec. 1.60. Effect of repeal of prior law on rights accrued or liabilities or penalties incurred. The repeal of a law by this Act shall not affect any right accrued or established, or any liability or penalty incurred, under the provision…

(805 ILCS 5/1.63) Sec. 1.63. Conversions and domestications. Conversions and domestications are governed by the Entity Omnibus Act. (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 5/1.65) (from Ch. 32, par. 1.65) Sec. 1.65. Effect of invalidity of part of this Act. If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of this Act, such judgment shall not affect, impa…

(805 ILCS 5/1.70) (from Ch. 32, par. 1.70) Sec. 1.70. Miscellaneous applications. (a) Application to existing corporations organized under general laws. The provisions of this Act shall apply to all existing corporations, including public utility corporations, organized under any…

(805 ILCS 5/1.80) (from Ch. 32, par. 1.80) Sec. 1.80. Definitions. As used in this Act, unless the context otherwise requires, the words and phrases defined in this Section shall have the meanings set forth herein. (a) "Corporation" or "domestic corporation" means a corporation s…

(805 ILCS 5/10.05) (from Ch. 32, par. 10.05) Sec. 10.05. Authority to amend articles of incorporation. (a) A corporation may amend its articles of incorporation at any time and from time to time to add a new provision or to change or remove an existing provision, provided that th…

(805 ILCS 5/10.10) (from Ch. 32, par. 10.10) Sec. 10.10. Amendment before issuance of shares. If a corporation has not issued shares, an amendment to the articles of incorporation may be adopted by a majority of the incorporators if initial directors were not named in the article…

(805 ILCS 5/10.15) (from Ch. 32, par. 10.15) Sec. 10.15. Amendment by directors. A majority of the whole board of directors of a corporation may adopt one or more amendments to its articles of incorporation without shareholder action: (a) to remove the names and addresses of the …

(805 ILCS 5/10.20) (from Ch. 32, par. 10.20) Sec. 10.20. Amendment by directors and shareholders. Any amendment authorized by Section 10.05 may be adopted by the action of the directors and shareholders in the following manner: (a) The board of directors shall adopt a resolution …

(805 ILCS 5/10.25) (from Ch. 32, par. 10.25) Sec. 10.25. Class voting. Except as provided in Section 10.40, the holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment if the articles of incorporation so provide or if the amendm…

(805 ILCS 5/10.30) (from Ch. 32, par. 10.30) Sec. 10.30. Articles of amendment. (a) Except as provided in Section 10.40, the articles of amendment shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth: (1) The name of the corpora…

(805 ILCS 5/10.35) (from Ch. 32, par. 10.35) Sec. 10.35. Effect of amendment. (a) The amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly, as of the later of: (1) the filing of the articles of amendment by the Secretary of …

(805 ILCS 5/10.40) (from Ch. 32, par. 10.40) Sec. 10.40. Amendment pursuant to reorganization. (a) The articles of incorporation of a corporation may be amended without director or shareholder action to carry out a plan of reorganization ordered by a court of competent jurisdicti…

(805 ILCS 5/11.05) (from Ch. 32, par. 11.05) Sec. 11.05. Procedure for merger or consolidation. Any 2 or more corporations may merge into one of such corporations or consolidate into a new corporation in the following manner: The board of directors of each corporation shall, by r…

(805 ILCS 5/11.10) (from Ch. 32, par. 11.10) Sec. 11.10. Procedure for share exchange. A corporation may acquire all of the issued or outstanding shares of one or more classes of another corporation in the following manner: The board of directors of each corporation shall, by res…

(805 ILCS 5/11.15) (from Ch. 32, par. 11.15) Sec. 11.15. Call of shareholders' meeting. The board of directors of each corporation, upon approving such plan of merger, consolidation or exchange, shall, if shareholders are entitled to vote on such plan, by resolution, direct that …

(805 ILCS 5/11.20) (from Ch. 32, par. 11.20) Sec. 11.20. Approval by shareholders. (a) A vote of the shareholders entitled to vote on the proposed plan of merger, consolidation or exchange shall be taken. The plan of merger, consolidation or exchange shall be approved upon receiv…

(805 ILCS 5/11.25) (from Ch. 32, par. 11.25) Sec. 11.25. Articles of merger, consolidation or exchange. (a) Upon such approval, articles of merger, consolidation or exchange shall be executed by each corporation and filed in duplicate in accordance with Section 1.10 of this Act a…

(805 ILCS 5/11.30) (from Ch. 32, par. 11.30) Sec. 11.30. Merger of subsidiary corporation. (a) Any corporation, in this Section referred to as the "parent corporation", owning at least 90% of the outstanding shares of each class of shares of any other corporation or corporations,…

(805 ILCS 5/11.31) Sec. 11.31. Merger of mid-tier bank holding company into subsidiary bank. (a) A mid-tier bank holding company may merge into its subsidiary in the following manner: (1) The mid-tier bank holding company shall comply with the provisions of this Act with respect …

(805 ILCS 5/11.32) Sec. 11.32. Merger or conversion of trust company into a State bank. (a) A trust company may merge into a State bank in the following manner: (1) The trust company shall comply with the provisions of this Act with respect to the merger of domestic corporations,…

(805 ILCS 5/11.35) (from Ch. 32, par. 11.35) Sec. 11.35. Merger, consolidation or share exchange of domestic and foreign corporations. One or more foreign corporations and one or more domestic corporations may be merged or consolidated or their shares exchanged in the following m…

(805 ILCS 5/11.37) (from Ch. 32, par. 11.37) Sec. 11.37. Merger or consolidation 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 corpor…

(805 ILCS 5/11.39) Sec. 11.39. Merger of domestic corporation and limited liability entities. (a) Any one or more domestic corporations may merge with or into one or more limited liability entities of this State, any other state or states of the United States, or the District of …

(805 ILCS 5/11.40) (from Ch. 32, par. 11.40) Sec. 11.40. Effective date of merger, consolidation or exchange. The merger, consolidation or exchange shall become effective upon filing of the articles of merger, consolidation or exchange by the Secretary of State or on a later spec…

(805 ILCS 5/11.45) Sec. 11.45. (Repealed). (Source: P.A. 93-59, eff. 7-1-03. Repealed by P.A. 96-1121, eff. 1-1-11.)

(805 ILCS 5/11.50) (from Ch. 32, par. 11.50) Sec. 11.50. Effect of merger, consolidation or exchange. (a) When such merger or consolidation has been effected: (1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the …

(805 ILCS 5/11.55) (from Ch. 32, par. 11.55) Sec. 11.55. Sale, lease, exchange, or mortgage of assets in usual and regular course of business. The sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation,…

(805 ILCS 5/11.60) (from Ch. 32, par. 11.60) Sec. 11.60. Sale, lease or exchange of assets, other than in usual and regular course of business. A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the good will, of a…

(805 ILCS 5/11.65) (from Ch. 32, par. 11.65) Sec. 11.65. Right to dissent. (a) A shareholder of a corporation is entitled to dissent from, and obtain payment for his or her shares in the event of any of the following corporate actions: (1) consummation of a plan of merger or cons…

(805 ILCS 5/11.70) (from Ch. 32, par. 11.70) Sec. 11.70. Procedure to Dissent. (a) If the corporate action giving rise to the right to dissent is to be approved at a meeting of shareholders, the notice of meeting shall inform the shareholders of their right to dissent and the pro…

(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 sha…

(805 ILCS 5/12.05) (from Ch. 32, par. 12.05) Sec. 12.05. Voluntary dissolution by incorporators or by initial directors. Dissolution of a corporation may be authorized either by a majority of incorporators if initial directors were not named in the articles of incorporation or ha…

(805 ILCS 5/12.10) (from Ch. 32, par. 12.10) Sec. 12.10. Voluntary dissolution by written consent of all shareholders. Dissolution of a corporation may be authorized by the unanimous consent in writing of the holders of all outstanding shares entitled to vote on dissolution. Diss…

(805 ILCS 5/12.15) (from Ch. 32, par. 12.15) Sec. 12.15. Voluntary dissolution by vote of shareholders. Dissolution of a corporation may be authorized by a vote of shareholders, in the following manner: (a) Either: (1) The board of directors shall adopt a resolution, which may be…

(805 ILCS 5/12.20) (from Ch. 32, par. 12.20) Sec. 12.20. Articles of dissolution. (a) When a voluntary dissolution has been authorized as provided by this Act, articles of dissolution shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall s…