Chapter 805, BUSINESS ORGANIZATIONS

(805 ILCS 8/5-90) Sec. 5-90. (Amendatory provisions; text omitted). (Source: P.A. 95-233, eff. 8-16-07; text omitted.)

(805 ILCS 40/5.01) Sec. 5.01. Annual benefit report. (a) A benefit corporation shall prepare an annual benefit report including all of the following: (1) A narrative description of: (A) the process and rationale for selecting the third party standard used to prepare the benefit r…

(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 …

(805 ILCS 206/501) Sec. 501. Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 215/501) Sec. 501. Form of contribution. A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and c…

(805 ILCS 206/502) Sec. 502. Partner's transferable interest in partnership. The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is person…

(805 ILCS 215/502) Sec. 502. Liability for contribution. (a) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform person…

(805 ILCS 215/503) Sec. 503. Sharing of distributions. A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the li…

(805 ILCS 206/503) Sec. 503. Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of t…

(805 ILCS 206/504) Sec. 504. Partner's transferable interest subject to charging order. (a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judg…

(805 ILCS 215/504) Sec. 504. Interim distributions. A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. (Source: P.A. 93-967, eff. 1-1-05.)…

(805 ILCS 215/505) Sec. 505. No distribution on account of dissociation. A person does not have a right to receive a distribution on account of dissociation. (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 215/506) Sec. 506. Distribution in kind. A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to Section 812(b), a limited partnership may distribute an asset in kind to the extent each par…

(805 ILCS 215/507) Sec. 507. Right to distribution. When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distri…

(805 ILCS 215/508) Sec. 508. Limitations on distribution. (a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution if after the distribution: (1) the limited partnership would not be abl…

(805 ILCS 215/509) Sec. 509. Liability for improper distributions. (a) A general partner that consents to a distribution made in violation of Section 508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have be…

(805 ILCS 105/106.05) (from Ch. 32, par. 106.05) Sec. 106.05. Shares and dividends prohibited. A corporation shall not have or issue shares. No dividend shall be paid and no part of the money, property or other assets of a corporation shall be distributed to its members, director…

(805 ILCS 105/106.10) (from Ch. 32, par. 106.10) Sec. 106.10. Evidence of contribution. A contribution of a member may be evidenced by a written instrument delivered to the member, but such instrument shall not be denominated a "share of stock" or by any word or term implying tha…

(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 206/601) Sec. 601. Events causing partner's dissociation. A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) the partnership's having notice of the partner's express will to withdraw as a partner or on a later date specif…

(805 ILCS 215/601) Sec. 601. Dissociation as limited partner. (a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence o…

(805 ILCS 206/602) Sec. 602. Partner's power to dissociate; wrongful dissociation. (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to Section 601(1) of this Act. (b) A partner's dissociation is wrongful only if: (1) it is …

(805 ILCS 215/602) Sec. 602. Effect of dissociation as limited partner. (a) Upon a person's dissociation as a limited partner: (1) subject to Section 704, the person does not have further rights as a limited partner; (2) the person's obligation of good faith and fair dealing as a…

(805 ILCS 215/603) Sec. 603. Dissociation as general partner. A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) the limited partnership's having notice of the person's express will to withdraw as a gene…

(805 ILCS 206/603) Sec. 603. Effect of partner's dissociation. (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 of this Act applies; otherwise, Article 7 applies. (b) Upon a partner's dissociation: (1) the partner's ri…

(805 ILCS 215/604) Sec. 604. Persons to dissociate as general partner; wrongful dissociation. (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to Section 603(1). (b) A person's dissociation as a general …

(805 ILCS 215/605) Sec. 605. Effect of dissociation as general partner. (a) Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of the partnership's activities terminates; (2) except as provid…

(805 ILCS 215/606) Sec. 606. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner. (a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Arti…

(805 ILCS 215/607) Sec. 607. Liability to other persons of person dissociated as general partner. (a) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before…

(805 ILCS 105/107.03) (from Ch. 32, par. 107.03) Sec. 107.03. Members. (a) A corporation may have one or more classes of members or may have no members. (b) If the corporation has one or more classes of members, the designation of the class or classes and the qualifications and r…

(805 ILCS 105/107.05) (from Ch. 32, par. 107.05) Sec. 107.05. Meeting of members. (a) Meetings of members may be held either within or without this State, as may be provided in the bylaws or in a resolution of the board of directors pursuant to authority granted in the bylaws. In…

(805 ILCS 105/107.10) (from Ch. 32, par. 107.10) Sec. 107.10. Informal action by members entitled to vote. (a) Unless otherwise provided in the articles of incorporation or the bylaws, except for the dissolution of a not-for-profit corporation organized for the purpose of ownersh…

(805 ILCS 105/107.15) (from Ch. 32, par. 107.15) Sec. 107.15. Notice of members' meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less th…

(805 ILCS 105/107.20) (from Ch. 32, par. 107.20) Sec. 107.20. 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 bylaws of any corporation, a waiver thereof in writing…

(805 ILCS 105/107.25) (from Ch. 32, par. 107.25) Sec. 107.25. Fixing record date for voting. For the purpose of determining members entitled to notice of or to vote at any meeting of members, or in order to make a determination of members for any other proper purpose, the board o…