Chapter 805, BUSINESS ORGANIZATIONS

(805 ILCS 215/118) Sec. 118. Consent and proxies of parties. Action requiring the consent of partners under this Act may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally o…

(805 ILCS 215/119) Sec. 119. Locale misrepresentation. (a) A person shall not advertise or cause to be listed in a telephone directory an assumed or fictitious business name that intentionally misrepresents where the business is actually located or operating or falsely states tha…

(805 ILCS 105/102.05) (from Ch. 32, par. 102.05) Sec. 102.05. Incorporators. One or more incorporators may organize a corporation under this Act. Each incorporator shall be either a corporation, domestic or foreign, whether not for profit or otherwise, or a natural person of the …

(805 ILCS 105/102.10) (from Ch. 32, par. 102.10) Sec. 102.10. Articles of Incorporation. The articles of incorporation shall be executed and filed in duplicate in accordance with Section 101.10 of this Act. (a) The articles of incorporation must set forth: (1) A corporate name fo…

(805 ILCS 105/102.15) (from Ch. 32, par. 102.15) Sec. 102.15. Effect of incorporation. Upon the filing of articles of incorporation by the Secretary of State, the corporate existence shall begin, and such filing shall be conclusive evidence, except as against the State, that all …

(805 ILCS 105/102.20) (from Ch. 32, par. 102.20) Sec. 102.20. Organization of Corporation. (a) After filing the articles of incorporation, the first meeting of the board of directors shall be held at the call of a majority of the incorporators or of the directors for the purpose …

(805 ILCS 105/102.25) (from Ch. 32, par. 102.25) Sec. 102.25. Bylaws. The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise prov…

(805 ILCS 105/102.30) (from Ch. 32, par. 102.30) Sec. 102.30. Emergency bylaws. The board of directors of any corporation, subject to approval by not less than a majority of the members voting on the proposal, may adopt emergency bylaws, subject to repeal or change by action of t…

(805 ILCS 105/102.35) (from Ch. 32, par. 102.35) Sec. 102.35. Incorporation of an association or society. (a) When an unincorporated association or society, organized for any of the purposes for which a corporation could be formed under this Act, authorizes the incorporation of t…

(805 ILCS 415/111) Sec. 111. Application of other Acts. The Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, the Limited Liability Company Act, the Uniform Limited Partnership Act (2001), and the Uniform Partnership Act (1997) and the Limited …

(805 ILCS 40/2.01) Sec. 2.01. Formation of benefit corporations. A benefit corporation must be formed in accordance with Article 2 of the Business Corporation Act of 1983 or be a foreign benefit corporation organized under the laws of another state and authorized to transact busi…

(805 ILCS 40/2.05) Sec. 2.05. Election of status. (a) A corporation may become a benefit corporation under this Act by amending its articles of incorporation so that they contain a statement that the corporation is a benefit corporation. In order to be effective, the amendment mu…

(805 ILCS 5/2.05) (from Ch. 32, par. 2.05) Sec. 2.05. Incorporators. (a) One or more incorporators may organize a corporation under this Act. Each incorporator shall be either a corporation, domestic or foreign, or a natural person of the age of 18 years or more. (b) Unless other…

(805 ILCS 5/2.10) (from Ch. 32, par. 2.10) Sec. 2.10. Articles of Incorporation. The articles of incorporation shall be executed and filed in duplicate in accordance with Section 1.10 of this Act. (a) The articles of incorporation must set forth: (1) a corporate name for the corp…

(805 ILCS 40/2.10) Sec. 2.10. Termination of status. (a) A benefit corporation may terminate its status as such and cease to be subject to this Act by amending its articles of incorporation to remove the statement that the corporation is a benefit corporation. In order to be effe…

(805 ILCS 5/2.15) (from Ch. 32, par. 2.15) Sec. 2.15. Effect of incorporation. Upon the filing of the articles of incorporation by the Secretary of State, the corporate existence shall begin, and such filing shall be conclusive evidence, except as against the State, that all cond…

(805 ILCS 5/2.20) (from Ch. 32, par. 2.20) Sec. 2.20. Organization of Corporation. (a) If there are no preincorporation subscribers and if initial directors are not named in the articles of incorporation, a meeting of the incorporators shall be held at the call of a majority of t…

(805 ILCS 5/2.25) (from Ch. 32, par. 2.25) Sec. 2.25. By-laws. Unless the power to make, alter, amend or repeal the by-laws is reserved to the shareholders by the articles of incorporation, the by-laws of the corporation may be made, altered, amended or repealed by the shareholde…

(805 ILCS 5/2.30) (from Ch. 32, par. 2.30) Sec. 2.30. Emergency by-laws. The board of directors of any corporation, subject to approval by not less than a majority of the shares voting on the proposal, may adopt emergency by-laws, subject to repeal or change by action of the shar…

(805 ILCS 5/2.35) (from Ch. 32, par. 2.35) Sec. 2.35. Meetings of the board of directors of a residential cooperative corporation shall be open to any residential shareholder, except for the portion of any meeting held (i) to discuss litigation when an action against or on behalf…

(805 ILCS 215/201) Sec. 201. Formation of limited partnership; certificate of limited partnership. (a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state: (1) the…

(805 ILCS 415/201) Sec. 201. Conversion authorized. (a) By complying with this Article, a domestic entity may become: (1) a domestic entity of a different type; or (2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction. (b…

(805 ILCS 206/201) Sec. 201. Partnership as entity. (a) A partnership is an entity distinct from its partners. (b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under Section 1001 of this Act. (Sourc…

(805 ILCS 415/202) Sec. 202. Plan of conversion. (a) A domestic entity may convert to a different type of entity under this Article by approving a plan of conversion. The plan must be in a record and contain: (1) the name and type of the converting entity; (2) the name, jurisdict…

(805 ILCS 206/202) Sec. 202. Formation of partnership. (a) Except as otherwise provided in subsection (b), the association of 2 or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (b) An asso…

(805 ILCS 215/202) Sec. 202. Amendment or restatement of certification. (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to Article 11, articles of merger stating: (1) t…

(805 ILCS 215/203) Sec. 203. Statement of termination. A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states: (1) the name of the limited partnership; (2) the date of filing of its ini…

(805 ILCS 415/203) Sec. 203. Approval of conversion. (a) A plan of conversion is not effective unless it has been approved: (1) by a domestic converting entity: (A) in accordance with the requirements, if any, in its organic rules for approval of a conversion; (B) if its organic …

(805 ILCS 206/203) Sec. 203. Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 415/204) Sec. 204. Amendment or abandonment of plan of conversion. (a) A plan of conversion of a domestic converting entity may be amended: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by…

(805 ILCS 206/204) Sec. 204. When property is partnership property. (a) Property is partnership property if acquired in the name of: (1) the partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity a…

(805 ILCS 215/204) Sec. 204. Signing of records. (a) Each record delivered to the Secretary of State for filing pursuant to this Act must be signed in the following manner: (1) An initial certificate of limited partnership must be signed by all general partners listed in the cert…

(805 ILCS 215/204.5) Sec. 204.5. 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 acknowledgement of the person, under penalties of perjury, t…

(805 ILCS 215/205) Sec. 205. Signing and filing pursuant to judicial order. (a) If a person required by this Act to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the circuit court to order: (…

(805 ILCS 415/205) Sec. 205. Statement of conversion; effective date. (a) A statement of conversion must be signed on behalf of the converting entity and filed with the Secretary of State. (b) A statement of conversion must contain: (1) the name and type of the converting entity;…

(805 ILCS 415/206) Sec. 206. Effect of conversion. (a) When a conversion becomes effective: (1) the converted entity is: (A) organized under and subject to the organic law of the converted entity; and (B) the same entity without interruption as the converting entity, even though …

(805 ILCS 215/206) Sec. 206. Delivery to and filing of records by Secretary of State; effective time and date. (a) A record authorized or required to be delivered to the Secretary of State for filing under this Act must be captioned to describe the record's purpose, be in a mediu…

(805 ILCS 215/207) Sec. 207. Correcting filed record. (a) A limited partnership or foreign limited partnership may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partner…

(805 ILCS 215/208) Sec. 208. Liability for false information in filed record. (a) If a record delivered to the Secretary of State for filing under this Act and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information ma…

(805 ILCS 215/209) Sec. 209. Certificate of existence or authorization. (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the Office of the Secretary of State show …

(805 ILCS 215/210) Sec. 210. Annual report for Secretary of State. (a) A limited partnership or a foreign limited partnership authorized to transact business in this State shall deliver to the Secretary of State for filing an annual report that states: (1) the name of the limited…

(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…

(805 ILCS 5/2A.10) (from Ch. 32, par. 2A.10) Sec. 2A.10. Election of existing corporation to become a close corporation. Any corporation whose issued and outstanding shares are subject, or upon election shall be subject, to one or more of the restrictions on transfer set forth in…

(805 ILCS 5/2A.13) (from Ch. 32, par. 2A.13) Sec. 2A.13. Effect of formation or election. A corporation formed under the provisions of Section 2A.05 or electing to be treated as a close corporation under Section 2A.10 shall be subject to the provisions of this Article. (Source: P…

(805 ILCS 5/2A.15) (from Ch. 32, par. 2A.15) Sec. 2A.15. Limitations on continuation of close corporation status. A close corporation continues to be such and to be subject to this Article until: (1) It files with the Secretary of State articles of amendment deleting from its art…

(805 ILCS 5/2A.20) (from Ch. 32, par. 2A.20) Sec. 2A.20. Voluntary termination of close corporation status by amendment of articles of incorporation; vote required. (a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this Artic…

(805 ILCS 5/2A.25) (from Ch. 32, par. 2A.25) Sec. 2A.25. Issuance or transfer of shares of a close corporation in breach of qualifying conditions. (a) Every certificate representing shares issued by a close corporation shall conspicuously set forth upon the face or back of the ce…

(805 ILCS 5/2A.30) (from Ch. 32, par. 2A.30) Sec. 2A.30. Involuntary termination of close corporation status; proceeding to prevent loss of status. (a) If any event occurs that results in the breach of one or more of the provisions or conditions set forth in paragraph (s) of Sect…

(805 ILCS 5/2A.31) (from Ch. 32, par. 2A.31) Sec. 2A.31. Corporate option where a restriction on transfer of shares is held invalid. If a restriction on transfer of shares of close corporation is held by the circuit court in a proceeding pursuant to subsection (b) of Section 2A.3…

(805 ILCS 5/2A.40) (from Ch. 32, par. 2A.40) Sec. 2A.40. Written agreements as to conduct of certain affairs of corporation. (a) All shareholders of a close corporation may enter into a written agreement, relating to any phase of the affairs of the corporation, including, but not…