Chapter 805 — BUSINESS ORGANIZATIONS

(805 ILCS 5/6.05) (from Ch. 32, par. 6.05) Sec. 6.05. Authorized shares. Each corporation shall have power to create and issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or more classes, including classes of common shares, an…

(805 ILCS 5/6.10) (from Ch. 32, par. 6.10) Sec. 6.10. Issuance of shares of preferred or special classes in series. (a) If the articles of incorporation so provide, the shares of any preferred or special class may be divided into and issued in series. If the shares of any such cl…

(805 ILCS 5/6.15) (from Ch. 32, par. 6.15) Sec. 6.15. Issuance of fractional shares or scrip. A corporation may, but shall not be obliged to, issue a certificate for a fractional share, and, by action of its board of directors, may in lieu thereof, pay cash equal to the fair valu…

(805 ILCS 5/6.20) (from Ch. 32, par. 6.20) Sec. 6.20. Subscriptions for shares. A subscription for shares of a corporation to be organized shall be irrevocable for a period of six months unless otherwise provided by the terms of the subscription agreement, or unless all of the su…

(805 ILCS 5/6.25) (from Ch. 32, par. 6.25) Sec. 6.25. Consideration for shares. (a) Shares may be issued for such consideration as shall be authorized from time to time by the board of directors through action which establishes a price in cash or other consideration, or both, or …

(805 ILCS 5/6.30) (from Ch. 32, par. 6.30) Sec. 6.30. Payment for shares. The consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. When payme…

(805 ILCS 5/6.35) (from Ch. 32, par. 6.35) Sec. 6.35. Shares represented by certificates and uncertificated shares. The issued shares of a corporation shall be represented by certificates or shall be uncertificated shares. Certificates shall be signed by the appropriate corporate…

(805 ILCS 5/6.40) (from Ch. 32, par. 6.40) Sec. 6.40. Liability of subscribers, shareholders, personal representatives and pledgees. A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares o…

(805 ILCS 5/6.45) (from Ch. 32, par. 6.45) Sec. 6.45. Expenses of organization, reorganization, and financing. The reasonable charges and expenses of organization or reorganization of a corporation and reasonable compensation for the sale or underwriting of its shares, may be pai…

(805 ILCS 5/6.50) (from Ch. 32, par. 6.50) Sec. 6.50. Shareholders' preemptive rights. (a) The shareholders of a corporation organized on or after January 1, 1982, shall have no preemptive rights to acquire unissued shares of the corporation, or securities of the corporation conv…

(805 ILCS 5/6.55) (from Ch. 32, par. 6.55) Sec. 6.55. Restriction on transfer of securities. (a) A written restriction on the transfer or registration of transfer of a security of a corporation, if permitted by this Section 6.55 and noted conspicuously on the certificate represen…

(805 ILCS 5/7.05) (from Ch. 32, par. 7.05) Sec. 7.05. Meetings of shareholders. Meetings of shareholders may be held either within or without this State, as may be provided in the by-laws or in a resolution of the board of directors pursuant to authority granted in the by-laws. I…

(805 ILCS 5/7.10) (from Ch. 32, par. 7.10) Sec. 7.10. Informal action by shareholders. (a) Unless otherwise provided in the articles of incorporation or Section 12.10 of this Act, any action required by this Act to be taken at any annual or special meeting of the shareholders of …

(805 ILCS 5/7.15) (from Ch. 32, par. 7.15) Sec. 7.15. Notice of shareholders' meetings. Written notice stating the place, if any, day, hour of the meeting, and the means of remote communication, if any, by which shareholders may be deemed to be present in person and vote at such …

(805 ILCS 5/7.20) (from Ch. 32, par. 7.20) Sec. 7.20. Waiver of notice. Whenever any notice whatever is required to be given under the provisions of this Act or under the provisions of the articles of incorporation or by-laws of any corporation, a waiver thereof in writing signed…

(805 ILCS 5/7.25) (from Ch. 32, par. 7.25) Sec. 7.25. Fixing record date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination …

(805 ILCS 5/7.30) (from Ch. 32, par. 7.30) Sec. 7.30. Voting lists. The officer or agent having charge of the transfer book for shares of a corporation shall make, within 20 days after the record date for a meeting of shareholders or 10 days before such meeting, whichever is earl…

(805 ILCS 5/7.35) (from Ch. 32, par. 7.35) Sec. 7.35. Inspectors. At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting, unless an inspector or inspectors shall hav…

(805 ILCS 5/7.40) (from Ch. 32, par. 7.40) Sec. 7.40. Voting of shares. (a) Subject to subsections (b), (c), and (d) of this Section 7.40, each outstanding share, regardless of class, shall be entitled to one vote in each matter submitted to a vote at a meeting of shareholders, a…

(805 ILCS 5/7.45) (from Ch. 32, par. 7.45) Sec. 7.45. Voting of shares by certain holders. Shares of a corporation held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at any given…

(805 ILCS 5/7.50) (from Ch. 32, par. 7.50) Sec. 7.50. Proxies. (a) A shareholder may appoint a proxy to vote or otherwise act for him or her by delivering a valid appointment form to the person so appointed or to a proxy solicitation firm, proxy support service organization, or l…

(805 ILCS 5/7.55) (from Ch. 32, par. 7.55) Sec. 7.55. Proxy solicitation. No proxy shall be solicited by means of any communication containing a statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any m…

(805 ILCS 5/7.60) (from Ch. 32, par. 7.60) Sec. 7.60. Quorum of shareholders. Unless otherwise provided in the articles of incorporation, a majority of votes of the shares, entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for consideratio…

(805 ILCS 5/7.65) (from Ch. 32, par. 7.65) Sec. 7.65. Voting trust. (a) One or more shareholders may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares for a stated duration, which may be perpetual …

(805 ILCS 5/7.70) (from Ch. 32, par. 7.70) Sec. 7.70. Voting agreements. (a) Shareholders may provide for the voting of their shares by signing an agreement for that purpose. A voting agreement created under this Section is not subject to the provisions of Section 7.65. (b) A vot…

(805 ILCS 5/7.71) (from Ch. 32, par. 7.71) Sec. 7.71. Shareholder agreements. (a) Shareholders may unanimously agree in writing as to matters concerning the management of a corporation provided no fraud or apparent injury to the public or creditors is present, and no clearly proh…

(805 ILCS 5/7.75) (from Ch. 32, par. 7.75) Sec. 7.75. Corporate records - Examination by shareholders. (a) Each corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its shareholders and board of directors and c…

(805 ILCS 5/7.80) (from Ch. 32, par. 7.80) Sec. 7.80. Provisions relating to actions by shareholders. (a) No action shall be brought in this State by a shareholder in the right of a domestic or foreign corporation unless the plaintiff was a shareholder of record at the time of th…

(805 ILCS 5/7.85) (from Ch. 32, par. 7.85) Sec. 7.85. Vote required for certain business combinations. 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 Se…

(805 ILCS 5/7.90) Sec. 7.90. Waiver. (a) Unless otherwise provided in the articles of incorporation, a shareholder who executes and delivers to the corporation a written instrument irrevocably waiving the right (i) to vote any shares held by such shareholder, whether for the elec…

(805 ILCS 5/8.05) (from Ch. 32, par. 8.05) Sec. 8.05. Board of directors. (a) Except as provided in Article 2A of this Act, each corporation shall have a board of directors and the business and affairs of the corporation shall be managed by or under the direction of the board of …

(805 ILCS 5/8.10) (from Ch. 32, par. 8.10) Sec. 8.10. Number, election and resignation of directors. (a) The board of directors of a corporation shall consist of one or more members. The number of directors shall be fixed by the by-laws, except the number of initial directors sha…

(805 ILCS 5/8.12) Sec. 8.12. Female, minority, and LGBTQ directors. (a) Findings and purpose. The General Assembly finds that women, minorities, and LGBTQ people are still largely underrepresented nationally in positions of corporate authority, such as serving as a director on a …

(805 ILCS 5/8.15) (from Ch. 32, par. 8.15) Sec. 8.15. Quorum of directors. (a) A majority of the number of directors fixed by the by-laws, or in the absence of a by-law fixing the number of directors, the number stated in the articles of incorporation or named by the incorporator…

(805 ILCS 5/8.20) (from Ch. 32, par. 8.20) Sec. 8.20. Place of directors' meetings. Regular or special meetings of the board of directors may be held either within or without this State. (Source: P.A. 83-1025.)

(805 ILCS 5/8.25) (from Ch. 32, par. 8.25) Sec. 8.25. Notice of directors' meetings. Meetings of the board of directors shall be held upon such notice as the by-laws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except …

(805 ILCS 5/8.30) (from Ch. 32, par. 8.30) Sec. 8.30. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareho…

(805 ILCS 5/8.35) (from Ch. 32, par. 8.35) Sec. 8.35. Removal of directors. (a) One or more of the directors may be removed, with or without cause, at a meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote at…

(805 ILCS 5/8.40) (from Ch. 32, par. 8.40) Sec. 8.40. Committees. (a) If the articles of incorporation or by-laws so provide, a majority of the directors may create one or more committees, each to have one or more members, and appoint members of the board to serve on the committe…

(805 ILCS 5/8.45) (from Ch. 32, par. 8.45) Sec. 8.45. Informal action by directors. (a) Unless specifically prohibited by the articles of incorporation or by-laws, any action required by this Act to be taken at a meeting of the board of directors of a corporation, or any other ac…

(805 ILCS 5/8.50) (from Ch. 32, par. 8.50) Sec. 8.50. Officers. A corporation shall have such officers as shall be provided in the by-laws, each of whom shall be elected by the board of directors at such time and in such manner as may be prescribed by the by-laws. Officers and as…

(805 ILCS 5/8.55) (from Ch. 32, par. 8.55) Sec. 8.55. Removal of officers. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contr…

(805 ILCS 5/8.60) (from Ch. 32, par. 8.60) Sec. 8.60. Director conflict of interest. (a) If a transaction is fair to a corporation at the time it is authorized, approved, or ratified, the fact that a director of the corporation is directly or indirectly a party to the transaction…

(805 ILCS 5/8.65) (from Ch. 32, par. 8.65) Sec. 8.65. Liability of directors in certain cases. (a) In addition to any other liabilities imposed by law upon directors of a corporation, they are liable as follows: (1) The directors of a corporation who vote for or assent to any dis…

(805 ILCS 5/8.70) (from Ch. 32, par. 8.70) Sec. 8.70. Kickbacks, bribes, etc. -Liability of officers or directors. Any Corporate director or officer who commits commercial bribery or commercial bribe receiving as defined in Article 29A of the Criminal Code of 2012, shall be liabl…

(805 ILCS 5/8.75) (from Ch. 32, par. 8.75) Sec. 8.75. Indemnification of officers, directors, employees and agents; insurance. (a) A corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, sui…

(805 ILCS 5/8.85) (from Ch. 32, par. 8.85) Sec. 8.85. In discharging the duties of their respective positions, the board of directors, committees of the board, individual directors and individual officers may, in considering the best long term and short term interests of the corp…

(805 ILCS 5/9.05) (from Ch. 32, par. 9.05) Sec. 9.05. Power of corporation to acquire its own shares. (a) A corporation may acquire its own shares, subject to limitations set forth in Section 9.10 of this Act. (b) If a corporation acquires its own shares after the effective date …

(805 ILCS 5/9.10) (from Ch. 32, par. 9.10) Sec. 9.10. Distributions to shareholders. (a) The board of directors of a corporation may authorize, and the corporation may make, distributions to its shareholders, subject to any restriction in the articles of incorporation and subject…

(805 ILCS 5/9.20) Sec. 9.20. Reduction of paid-in capital. (a) A corporation may reduce its paid-in capital: (1) by resolution of its board of directors by charging against its paid-in capital (i) the paid-in capital represented by shares acquired and cancelled by the corporation…