Chapter 805, BUSINESS ORGANIZATIONS

(805 ILCS 105/108.60) (from Ch. 32, par. 108.60) Sec. 108.60. 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 tra…

(805 ILCS 105/108.65) (from Ch. 32, par. 108.65) Sec. 108.65. 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…

(805 ILCS 105/108.70) (from Ch. 32, par. 108.70) Sec. 108.70. Limited Liability of directors, officers, board members, and persons who serve without compensation. (a) No director or officer serving without compensation, other than reimbursement for actual expenses, of a corporati…

(805 ILCS 105/108.75) (from Ch. 32, par. 108.75) Sec. 108.75. 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 act…

(805 ILCS 105/108.80) (from Ch. 32, par. 108.80) Sec. 108.80. Prohibited loans to directors and officers. Except as permitted by subsection (e) of Section 108.75, no loan shall be made by a corporation to a director or officer except that a loan may be made to a director or offic…

(805 ILCS 105/108.85) (from Ch. 32, par. 108.85) Sec. 108.85. Act not exclusive. This Act is not an exclusive statement of the duties and responsibilities of directors and officers. Directors and officers are subject to common law and other statutory duties and responsibilities. …

(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 215/801) Sec. 801. Nonjudicial dissolution. Except as otherwise provided in Section 802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: (1) the happening of an event specified in the partnership…

(805 ILCS 206/801) Sec. 801. Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) in a partnership at will, the partnership's having notice fr…

(805 ILCS 206/802) Sec. 802. Partnership continues after dissolution. (a) Subject to subsection (b) of this Section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is com…

(805 ILCS 215/802) Sec. 802. Judicial dissolution. On application by a partner the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. …

(805 ILCS 206/803) Sec. 803. Right to wind up partnership business. (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the …

(805 ILCS 215/803) Sec. 803. Winding up. (a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited partnership: (1) may amend its certificate of limited partnership to state that the limi…

(805 ILCS 206/804) Sec. 804. Partner's power to bind partnership after dissolution. Subject to Section 805 of this Act, a partnership is bound by a partner's act after dissolution that: (1) is appropriate for winding up the partnership business; or (2) would have bound the partne…

(805 ILCS 215/804) Sec. 804. Power of general partner and person dissociated as general partner to bind partnership after dissolution. (a) A limited partnership is bound by a general partner's act after dissolution which: (1) is appropriate for winding up the limited partnership'…

(805 ILCS 206/805) Sec. 805. Statement of dissolution. (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statemen…

(805 ILCS 215/805) Sec. 805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. (a) If a general partner having knowledge of the dissolution causes a …

(805 ILCS 206/806) Sec. 806. Partner's liability to other partners after dissolution. (a) Except as otherwise provided in subsection (b) of this Section and Section 306 of this Act, after dissolution a partner is liable to the other partners for the partner's share of any partner…

(805 ILCS 215/806) Sec. 806. Known claims against dissolved limited partnership. (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b). (b) A dissolved limited partnership may notify its known claiman…

(805 ILCS 206/807) Sec. 807. Settlement of accounts and contributions among partners. (a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this Section, must be applied to discharge its obligations to c…

(805 ILCS 215/807) Sec. 807. Other claims against dissolved limited partnership. (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (b) The noti…

(805 ILCS 215/808) Sec. 808. Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under Section 806 or 807, any corresponding claim under Section 404 is a…

(805 ILCS 215/809) Sec. 809. Administrative dissolution. (a) The Secretary of State may dissolve a limited partnership administratively if the limited partnership does not, within 60 days after the due date: (1) pay any fee, tax, or penalty due to the Secretary of State under thi…

(805 ILCS 215/810) Sec. 810. Reinstatement following administrative dissolution. (a) A limited partnership that has been administratively dissolved under Section 809 may be reinstated by the Secretary of State following the date of dissolution upon: (1) the filing of an applicati…

(805 ILCS 215/811) Sec. 811. Appeal from denial of reinstatement. (a) If the Secretary of State denies a limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall prepare, sign and file a notice that explains the reason…

(805 ILCS 215/812) Sec. 812. Disposition of assets; when contributions required. (a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this Section, must be applied to satisfy the limited partnership's…

(805 ILCS 105/109.10) (from Ch. 32, par. 109.10) Sec. 109.10. Distributions prior to dissolution. (a) The board of directors of a corporation may authorize, and the corporation may make, distributions of its money, property, or other assets, other than upon dissolution and final …

(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…

(805 ILCS 206/901) Sec. 901. Definitions. In this Article: (1) "General partner" means a partner in a partnership and a general partner in a limited partnership. (2) "Limited partner" means a limited partner in a limited partnership. (3) "Limited partnership" means a limited part…

(805 ILCS 415/901) Sec. 901. (Amendatory provisions; text omitted). (Source: P.A. 100-561, eff. 7-1-18; text omitted.)

(805 ILCS 215/901) Sec. 901. Governing law. (a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership a…

(805 ILCS 206/902) Sec. 902. Conversions and domestications. (a) Conversions and domestications are governed by the Entity Omnibus Act. (b) (Blank). (c) (Blank). (d) (Blank). (e) (Blank). (Source: P.A. 100-561, eff. 7-1-18.)