Chapter 805 — BUSINESS ORGANIZATIONS

(805 ILCS 35/24) (from Ch. 32, par. 1024) Sec. 24. Except as otherwise provided in Section 25, all domestic corporations organized for the purpose of carrying on business within this State and all foreign corporations qualified to do business in Illinois, including, without impli…

(805 ILCS 35/25) (from Ch. 32, par. 1025) Sec. 25. A financial institution which does not become a member of a corporation established by this Act shall not acquire any shares of the capital stock of such corporation. This prohibition, however, shall not apply to a financial inst…

(805 ILCS 35/26) (from Ch. 32, par. 1026) Sec. 26. Each financial institution which becomes a member of a corporation organized under this Act is authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities or othe…

(805 ILCS 35/27) (from Ch. 32, par. 1027) Sec. 27. (1) Every person appointed or elected to any position requiring the receipt, payment, management or use of money belonging to a Development Credit Corporation or whose duties permit him to have access to or custody of any of its …

(805 ILCS 35/28) (from Ch. 32, par. 1028) Sec. 28. (1) The Director may forthwith direct the suspension of operation and take possession and control of any Development Credit Corporation whenever he or she finds that such Development Credit Corporation: (a) is conducting its busi…

(805 ILCS 35/3) (from Ch. 32, par. 1003) Sec. 3. As used in this Act, unless the context otherwise requires: "Development credit corporation" means any corporation organized pursuant to this Act for the purposes prescribed in Section 4 of this Act. "Financial institution" means a…

(805 ILCS 35/4) (from Ch. 32, par. 1004) Sec. 4. The purposes of a development credit corporation shall be limited to those provided in this Section and shall be to promote, stimulate, develop and advance the business prosperity and economic welfare of the State of Illinois and i…

(805 ILCS 35/5) (from Ch. 32, par. 1005) Sec. 5. Any 3 or more qualified natural persons, all of whom shall be bona fide residents of this State, who desire to associate themselves for the purpose of establishing and operating a development credit corporation may subscribe, ackno…

(805 ILCS 35/6) (from Ch. 32, par. 1006) Sec. 6. As soon as practicable after the receipt of the proposed articles of incorporation, the Director shall, from the best sources of information available, ascertain the character and general fitness of the applicants and their standin…

(805 ILCS 35/6.1) Sec. 6.1. All moneys received by the Department of Financial Institutions under this Act shall be deposited in the Financial Institution Fund created under Section 6z-26 of the State Finance Act. (Source: P.A. 98-463, eff. 8-16-13.)

(805 ILCS 35/7) (from Ch. 32, par. 1007) Sec. 7. Upon receipt of the certificate of preliminary approval the applicants may proceed to complete the organization of the development credit corporation, to obtain subscriptions for and payment of its capital stock, and do all other t…

(805 ILCS 35/8) (from Ch. 32, par. 1008) Sec. 8. When the applicants have completed the organization of the proposed development credit corporation, they shall file with the Director a certificate of organization executed by its president and attested by its secretary and with it…

(805 ILCS 35/9) (from Ch. 32, par. 1009) Sec. 9. As soon as practicable after the filing of the certificate of organization by the applicants, the Director shall issue to the applicants a certificate of incorporation in such form as he may prescribe, if the Director, from the bes…

(805 ILCS 40/1) Sec. 1. Short title. This Act may be cited as the Benefit Corporation Act. (Source: P.A. 97-885, eff. 1-1-13.)

(805 ILCS 40/1.05) Sec. 1.05. Application and effect of the Act. (a) This Act shall be applicable to all benefit corporations. (b) The existence of a provision of this Act shall not of itself create an implication that a contrary or different rule of law is applicable to a corpor…

(805 ILCS 40/1.10) Sec. 1.10. Definitions. As used in this Act, unless the context otherwise requires, the words and phrases defined in this Section shall have the meanings set forth herein. "Benefit corporation" means a corporation organized under the Business Corporation Act of…

(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 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 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 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 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 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 …

(805 ILCS 40/4.20) Sec. 4.20. Right of action; benefit enforcement proceeding. (a) No person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to failure to pursue or create general public benefit or a specific public be…

(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 105/101.01) (from Ch. 32, par. 101.01) Sec. 101.01. Short title. This Act shall be known and may be cited as the "General Not For Profit Corporation Act of 1986". (Source: P.A. 84-1423.)

(805 ILCS 105/101.05) (from Ch. 32, par. 101.05) Sec. 101.05. Powers of Secretary of State. The Secretary of State shall have the power and authority reasonably necessary to administer this Act efficiently and to perform the duties therein imposed. (Source: P.A. 84-1423.)

(805 ILCS 105/101.10) (from Ch. 32, par. 101.10) Sec. 101.10. Forms, execution, acknowledgment and filing. (a) All reports required by this Act to be filed in the office of the Secretary of State shall be made on forms which shall be prescribed and furnished by the Secretary of S…

(805 ILCS 105/101.11) Sec. 101.11. Electronic filing. Documents or reports submitted 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 105/101.15) (from Ch. 32, par. 101.15) Sec. 101.15. Statement of correction. (a) Whenever any instrument authorized to be filed with the Secretary of State under any provision of this Act has been so filed and, as of the date of the action therein referred to, contains …

(805 ILCS 105/101.20) (from Ch. 32, par. 101.20) Sec. 101.20. Certificates and certified copies of certain documents to be received in evidence. All certificates issued by the Secretary of State in accordance with the provisions of this Act and all copies of documents filed in th…

(805 ILCS 105/101.25) (from Ch. 32, par. 101.25) Sec. 101.25. Lists of corporations; exchange of information. (a) The Secretary of State shall include in his or her daily publication lists of business corporations formed on that day as provided in paragraph (1) of subsection (b) …

(805 ILCS 105/101.30) (from Ch. 32, par. 101.30) Sec. 101.30. Abstract of corporate record. (a) The Secretary of State may, upon receipt of a written request and payment of a fee as determined by the Secretary, furnish to the person or agency so requesting an abstract of the corp…

(805 ILCS 105/101.35) (from Ch. 32, par. 101.35) Sec. 101.35. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any corporation, domestic or foreign, subject to the provisions of this Act, and to any officer or director thereof, such i…

(805 ILCS 105/101.40) (from Ch. 32, par. 101.40) Sec. 101.40. Information disclosed by interrogatories. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose any facts or infor…

(805 ILCS 105/101.45) (from Ch. 32, par. 101.45) Sec. 101.45. Judicial review under the Administrative Review Law. If the Secretary of State shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by th…

(805 ILCS 105/101.50) (from Ch. 32, par. 101.50) Sec. 101.50. Administrative Procedure Act. The Illinois Administrative Procedure Act is expressly adopted and incorporated herein as if all of the provisions of that Act were included in this Act, except that the provision of subse…

(805 ILCS 105/101.55) (from Ch. 32, par. 101.55) Sec. 101.55. Certain powers reserved to General Assembly. (a) The General Assembly shall at all times have power to prescribe such provisions and limitations as it may deem advisable, which provisions and limitations shall be bindi…

(805 ILCS 105/101.60) (from Ch. 32, par. 101.60) Sec. 101.60. Effect of repeal of prior law on rights accrued or liabilities or penalties incurred. The repeal of a law by this Act shall not affect any right accrued or established, or any liability or penalty incurred, under the p…

(805 ILCS 105/101.70) (from Ch. 32, par. 101.70) Sec. 101.70. Application of Act. (a) Except as otherwise provided in this Act, the provisions of this Act relating to domestic corporations shall apply to: (1) All corporations organized hereunder; (2) All corporations heretofore o…

(805 ILCS 105/101.75) (from Ch. 32, par. 101.75) Sec. 101.75. Election to Accept Act. (a) Any not-for-profit corporation without shares or capital stock heretofore organized under any General Law or created by Special Act of the Legislature of this State, or any corporation havin…

(805 ILCS 105/101.80) (from Ch. 32, par. 101.80) Sec. 101.80. Definitions. As used in this Act, unless the context otherwise requires, the words and phrases defined in this Section shall have the meanings set forth herein. (a) "Anniversary" means that day each year exactly one or…

(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…