Chapter 805, BUSINESS ORGANIZATIONS

(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 105/103.05) (from Ch. 32, par. 103.05) Sec. 103.05. Purposes and authority of corporations; particular purposes; exemptions. (a) Not-for-profit corporations may be organized under this Act for any one or more of the following or similar purposes: (1) Charitable. (2) Ben…

(805 ILCS 105/103.10) (from Ch. 32, par. 103.10) Sec. 103.10. 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…

(805 ILCS 105/103.12) (from Ch. 32, par. 103.12) Sec. 103.12. Private foundations - Federal tax laws. In the absence of an express provision to the contrary in its articles of incorporation, a corporation, as defined in Section 509 of the Internal Revenue Code of 1986, as may be …

(805 ILCS 105/103.15) (from Ch. 32, par. 103.15) Sec. 103.15. 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 powe…

(805 ILCS 105/103.20) (from Ch. 32, par. 103.20) Sec. 103.20. Unauthorized assumption of corporate powers. All persons who assume to exercise corporate powers without authority to so do shall be jointly and severally liable for all debts and liabilities incurred or arising as a r…

(805 ILCS 105/103.25) Sec. 103.25. 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 stat…

(805 ILCS 105/103.30) Sec. 103.30. Homeowners' association; American flag or military flag. (a) Notwithstanding any provision in the association's declaration, covenants, bylaws, rules, regulations, or other instruments or any construction of any of those instruments by an associ…

(805 ILCS 105/103.35) Sec. 103.35. Unemployment insurance; notice. A not-for-profit corporation that is excluded from the definition of "nonprofit organization" under Section 211.2 of the Unemployment Insurance Act because it does not have in employment 4 or more individuals with…

(805 ILCS 40/3.01) Sec. 3.01. Corporate purposes. (a) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purposes under Section 3.05 of the Business Corporation Act of 1983 and any specific purpose set forth in its ar…

(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 206/301) Sec. 301. Partner agent of partnership. Subject to the effect of a statement of partnership authority under Section 303 of this Act: (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of…

(805 ILCS 215/301) Sec. 301. Becoming limited partner. A person becomes a limited partner: (1) as provided in the partnership agreement; (2) as the result of a conversion or merger under Article 11; or (3) with the consent of all the partners. (Source: P.A. 93-967, eff. 1-1-05.)…

(805 ILCS 415/301) Sec. 301. Domestication authorized. (a) Except as otherwise provided in this Section, by complying with this Article, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the …

(805 ILCS 215/302) Sec. 302. No right or power as limited partner to bind limited partnership. A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 206/302) Sec. 302. Transfer of partnership property. (a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under Section 303 of this Act, partnership property held in the name of the partnership may be …

(805 ILCS 415/302) Sec. 302. Plan of domestication. (a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain: (1) the name and type of the domesticating entity; (2) the name and jurisdictio…

(805 ILCS 215/303) Sec. 303. No liability as limited partner for limited partnership obligation. An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, direct…

(805 ILCS 415/303) Sec. 303. Approval of domestication. (a) A plan of domestication is not effective unless it has been approved: (1) by a domestic domesticating entity: (A) in accordance with the requirements, if any, in its organic rules for approval of a domestication; (B) if …

(805 ILCS 206/303) Sec. 303. Statement of partnership authority. (a) A partnership may file a statement of partnership authority, which: (1) must include: (i) the name of the partnership; (ii) the street address of its chief executive office and of one office in this State, if th…

(805 ILCS 215/304) Sec. 304. Right of limited partner and former limited partner to information. (a) On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited …

(805 ILCS 206/304) Sec. 304. Statement of denial. A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to Section 303(b) may file a statement of denial stating the name of the partnership and the f…

(805 ILCS 415/304) Sec. 304. Amendment or abandonment of plan of domestication. (a) A plan of domestication of a domestic domesticating 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; …

(805 ILCS 215/305) Sec. 305. Limited duties of limited partners. (a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (b) A limited partner shall discharge the duties to the partners…

(805 ILCS 206/305) Sec. 305. Partnership liable for partner's actionable conduct. (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordin…

(805 ILCS 415/305) Sec. 305. Statement of domestication; effective date. (a) A statement of domestication must be signed on behalf of the domesticating entity and filed with the Secretary of State. (b) A statement of domestication must contain: (1) the name, jurisdiction of organ…

(805 ILCS 215/306) Sec. 306. Person erroneously believing self to be limited partner. (a) Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited par…

(805 ILCS 206/306) Sec. 306. Partner's liability. (a) Except as otherwise provided in subsections (b) and (c) of this Section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A pe…

(805 ILCS 415/306) Sec. 306. Effect of domestication. (a) When a domestication becomes effective: (1) the domesticated entity is: (A) organized under and subject to the organic law of the domesticated entity; and (B) the same entity without interruption as the domesticating entit…

(805 ILCS 206/307) Sec. 307. Actions by and against partnership and partners. (a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, to the extent not inconsistent with Section 306 of this Act, any or all of…

(805 ILCS 206/308) Sec. 308. Liability of purported partner. (a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a p…

(805 ILCS 105/104.05) (from Ch. 32, par. 104.05) Sec. 104.05. 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) May contain, separate an…

(805 ILCS 105/104.10) (from Ch. 32, par. 104.10) Sec. 104.10. 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 domesti…

(805 ILCS 105/104.15) (from Ch. 32, par. 104.15) Sec. 104.15. Assumed corporate name. (a) A domestic corporation or a foreign corporation admitted to conduct affairs or attempting to gain admission to conduct affairs may elect to adopt an assumed corporate name that complies with…

(805 ILCS 105/104.20) (from Ch. 32, par. 104.20) Sec. 104.20. 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 …

(805 ILCS 105/104.25) (from Ch. 32, par. 104.25) Sec. 104.25. Registered name of foreign corporation. Any foreign corporation not conducting affairs in this State and not authorized to conduct affairs in this State may register its corporate name, provided its corporate name is a…

(805 ILCS 40/4.01) Sec. 4.01. Standard of Conduct for Directors. (a) Without regard to whether the benefit corporation is subject to Section 8.85 of the Business Corporation Act of 1983, in discharging the duties of their respective positions, the board of directors, committees o…

(805 ILCS 40/4.05) Sec. 4.05. Benefit director. (a) The board of directors of a benefit corporation shall include a director, who: (1) is designated as the benefit director; and (2) has, in addition to the powers, duties, rights, and immunities of the other directors of the benef…

(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 40/4.10) Sec. 4.10. Standard of conduct for officers. (a) Each officer of a benefit corporation shall consider the interests and factors described in subsection (a) of Section 4.01 in the manner provided in that subsection if: (1) the officer has discretion to act with …

(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 40/4.15) Sec. 4.15. Benefit officer. (a) A benefit corporation may have an officer designated as the benefit officer. (b) A benefit officer shall have: (1) powers and duties relating to the purpose of the benefit corporation to create general public benefit or specific …