Chapter 805 — BUSINESS ORGANIZATIONS

(805 ILCS 5/15.50) (from Ch. 32, par. 15.50) Sec. 15.50. License fees payable by foreign corporations. For the privilege of exercising its authority to transact business in this State as set out in its application therefor or any amendment thereto, the Secretary of State shall ch…

(805 ILCS 5/15.55) (from Ch. 32, par. 15.55) Sec. 15.55. Basis of computation of license fee payable by foreign corporations. (a) The basis for the initial license fee payable by a foreign corporation shall be the amount represented in this State, determined in accordance with th…

(805 ILCS 5/15.60) (from Ch. 32, par. 15.60) Sec. 15.60. Rate of license fees payable by foreign corporations. The initial license fee and all additional license fees payable by a foreign corporation shall be computed at the rate of one-twentieth of one per cent of the basis pres…

(805 ILCS 5/15.65) (from Ch. 32, par. 15.65) Sec. 15.65. Franchise taxes payable by foreign corporations. For the privilege of exercising its authority to transact such business in this State as set out in its application therefor or any amendment thereto, each foreign corporatio…

(805 ILCS 5/15.70) (from Ch. 32, par. 15.70) Sec. 15.70. Basis for computation of franchise taxes payable by foreign corporations. (a) The basis for the initial franchise tax payable by a foreign corporation shall be the amount represented in this State, determined in accordance …

(805 ILCS 5/15.75) (from Ch. 32, par. 15.75) Sec. 15.75. Rate of franchise taxes payable by foreign corporations. (a) The annual franchise tax payable by each foreign corporation shall be computed at the rate of 1/12 of 1/10 of 1% for each calendar month or fraction thereof for t…

(805 ILCS 5/15.80) (from Ch. 32, par. 15.80) Sec. 15.80. Computation and collection of annual franchise taxes - proceeding for dissolution or revocation if not paid. (a) It shall be the duty of the Secretary of State to collect all annual franchise taxes, penalties, and interest …

(805 ILCS 5/15.85) (from Ch. 32, par. 15.85) Sec. 15.85. Effect of nonpayment of fees or taxes. (a) The Secretary of State shall not file any articles, statements, certificates, reports, applications, notices, or other papers relating to any corporation, domestic or foreign, orga…

(805 ILCS 5/15.90) (from Ch. 32, par. 15.90) Sec. 15.90. Statute of limitations. (a) Except as otherwise provided in this Section and notwithstanding anything to the contrary contained in any other Section of this Act, no domestic corporation or foreign corporation shall be oblig…

(805 ILCS 5/15.95) (from Ch. 32, par. 15.95) Sec. 15.95. Department of Business Services Special Operations Fund. (a) A special fund in the State treasury known as the Division of Corporations Special Operations Fund is renamed the Department of Business Services Special Operatio…

(805 ILCS 5/15.97) (from Ch. 32, par. 15.97) Sec. 15.97. Corporate Franchise Tax Refund Fund. (a) Beginning July 1, 1993, a percentage of the amounts collected under Sections 15.35, 15.45, 15.65, and 15.75 of this Act shall be deposited into the Corporate Franchise Tax Refund Fun…

(805 ILCS 5/16.05) (from Ch. 32, par. 16.05) Sec. 16.05. Penalties and interest imposed upon corporations. (a) Each corporation, domestic or foreign, that fails or refuses to file any annual report or report of cumulative changes in paid-in capital and pay any franchise tax due p…

(805 ILCS 5/16.10) (from Ch. 32, par. 16.10) Sec. 16.10. Penalties imposed upon officers and directors. Each officer and director of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this Act to answer truthfully and fully interrogatories prop…

(805 ILCS 5/17.05) (from Ch. 32, par. 17.05) Sec. 17.05. "The Business Corporation Act", filed July 13, 1933, as amended, is repealed. (Source: P.A. 83-1025.)

(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 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 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…

(805 ILCS 5/2A.45) (from Ch. 32, par. 2A.45) Sec. 2A.45. Management by shareholders. (a) The articles of incorporation of a close corporation may provide that the business of the corporation shall be managed by the shareholders of the corporation rather than by a board of directo…

(805 ILCS 5/2A.50) (from Ch. 32, par. 2A.50) Sec. 2A.50. Shareholders' option to dissolve corporation. (a) The articles of incorporation of any close corporation may include a provision granting to any shareholder, or to the holders of any specified number or percentage of shares…

(805 ILCS 5/2A.55) (from Ch. 32, par. 2A.55) Sec. 2A.55. Dissolution. Subject to Section 2A.50, the provisions of Article 12 shall apply to the dissolution of a close corporation. (Source: P.A. 86-1328.)

(805 ILCS 5/2A.60) (from Ch. 32, par. 2A.60) Sec. 2A.60. Applicability. (a) Any corporation organized and existing under The Close Corporation Act on the effective date of this amendatory Act of 1990 shall be deemed to be a close corporation subject to the provisions of this Arti…

(805 ILCS 5/3.05) (from Ch. 32, par. 3.05) Sec. 3.05. Purposes. Corporations for profit may be organized under this Act for any lawful purpose or purposes, except for the purpose of banking or insurance; provided, however, that corporations may be organized under this Act for the…

(805 ILCS 5/3.10) (from Ch. 32, par. 3.10) Sec. 3.10. General powers. Each corporation shall have power: (a) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation. (b) To sue and be sued, complain and def…

(805 ILCS 5/3.15) (from Ch. 32, par. 3.15) Sec. 3.15. Defense of Ultra Vires. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do …

(805 ILCS 5/3.20) (from Ch. 32, par. 3.20) Sec. 3.20. Unauthorized assumption of corporate powers. All persons who assume to exercise corporate powers without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result th…

(805 ILCS 5/3.25) Sec. 3.25. 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 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 apar…

(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 corpor…

(805 ILCS 5/4.15) (from Ch. 32, par. 4.15) Sec. 4.15. Assumed corporate name. (a) A domestic corporation or a foreign corporation admitted to transact business or attempting to gain admission to transact business may elect to adopt an assumed corporate name that complies with the…

(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 fili…

(805 ILCS 5/4.25) (from Ch. 32, par. 4.25) Sec. 4.25. Registered name of foreign corporation. Any foreign corporation not transacting business in this State and not authorized to transact business in this State may register its corporate name, provided its corporate name is avail…

(805 ILCS 5/5.05) (from Ch. 32, par. 5.05) Sec. 5.05. Registered office and registered agent. Each domestic corporation and each foreign corporation having authority to transact business in this State shall have and continuously maintain in this State: (a) A registered office whi…

(805 ILCS 5/5.10) (from Ch. 32, par. 5.10) Sec. 5.10. Change of registered office or registered agent. (a) A domestic corporation or a foreign corporation may from time to time change the address of its registered office. A domestic corporation or a foreign corporation shall chan…

(805 ILCS 5/5.15) (from Ch. 32, par. 5.15) Sec. 5.15. Resignation of registered agent. (a) A registered agent may at any time resign by filing in the office of the Secretary of State written notice thereof, and by mailing a copy thereof to the corporation at its principal office …

(805 ILCS 5/5.20) (from Ch. 32, par. 5.20) Sec. 5.20. Change of Address of Registered Agent. (a) A registered agent may change the address of the registered office of the domestic corporation or of the foreign corporation, for which he or she or it is registered agent, to another…

(805 ILCS 5/5.25) (from Ch. 32, par. 5.25) Sec. 5.25. Service of process on domestic or foreign corporation. (a) Any process, notice, or demand required or permitted by law to be served upon a domestic corporation or a foreign corporation having authority to transact business in …

(805 ILCS 5/5.30) (from Ch. 32, par. 5.30) Sec. 5.30. Service of process on foreign corporation not authorized to transact business in Illinois. If any foreign corporation transacts business in this State without having obtained authority to transact business, it shall be deemed …