Chapter 805 — BUSINESS ORGANIZATIONS

(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 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 105/105.05) (from Ch. 32, par. 105.05) Sec. 105.05. Registered office and registered agent. (a) Each domestic corporation and each foreign corporation having authority to conduct affairs in this State shall have and continuously maintain in this State: (1) A registered …

(805 ILCS 105/105.10) (from Ch. 32, par. 105.10) Sec. 105.10. 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 sh…

(805 ILCS 105/105.15) (from Ch. 32, par. 105.15) Sec. 105.15. 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…

(805 ILCS 105/105.20) (from Ch. 32, par. 105.20) Sec. 105.20. 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…

(805 ILCS 105/105.25) (from Ch. 32, par. 105.25) Sec. 105.25. 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 conduct affai…

(805 ILCS 105/105.30) (from Ch. 32, par. 105.30) Sec. 105.30. Service of process on foreign corporation not authorized to conduct affairs in Illinois. If any foreign corporation conducts affairs in this State without having authority to conduct affairs, it shall be deemed that su…

(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 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…

(805 ILCS 105/107.35) (from Ch. 32, par. 107.35) Sec. 107.35. Inspectors. At any meeting of members, the chairman of the meeting may, or upon the request of any members shall, appoint one or more persons as inspectors for such meeting, unless an inspector or inspectors shall have…

(805 ILCS 105/107.40) (from Ch. 32, par. 107.40) Sec. 107.40. Voting. (a) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged o…

(805 ILCS 105/107.50) (from Ch. 32, par. 107.50) Sec. 107.50. Proxies. A member entitled to vote may vote in person or, unless the articles of incorporation or bylaws explicitly prohibit, by proxy executed in writing by the member or by that member's duly authorized attorney-in-f…

(805 ILCS 105/107.60) (from Ch. 32, par. 107.60) Sec. 107.60. Quorum of members entitled to vote. Unless otherwise provided by the articles of incorporation or the bylaws, members holding one-tenth of the votes entitled to be cast on a matter, represented in person or by proxy, s…

(805 ILCS 105/107.70) (from Ch. 32, par. 107.70) Sec. 107.70. Voting agreements. (a) Members entitled to vote may provide for the casting of their votes by signing an agreement for that purpose. (b) A voting agreement created under this Section is specifically enforceable in acco…

(805 ILCS 105/107.75) (from Ch. 32, par. 107.75) Sec. 107.75. Books and records. (a) Each corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having any of the au…

(805 ILCS 105/107.80) (from Ch. 32, par. 107.80) Sec. 107.80. Derivative suits by voting members. Nothing in this Act shall be construed to affect any pre-existing common law right of a voting member to bring an action in this State in the right of such corporation, nor shall thi…

(805 ILCS 105/107.85) (from Ch. 32, par. 107.85) Sec. 107.85. Nonliability of members. The members of a corporation shall not be personally liable for any debt or obligation of the corporation. (Source: P.A. 87-854.)

(805 ILCS 105/107.90) Sec. 107.90. Not-for-profit residential cooperative. (a) As used in this Section: "Member" includes the plural "members", where a membership is jointly held. "Membership agreement" means the contract and other documents that define the rights of the member t…

(805 ILCS 105/108.05) (from Ch. 32, par. 108.05) Sec. 108.05. Board of directors. (a) Each corporation shall have a board of directors, and except as provided in articles of incorporation, the affairs of the corporation shall be managed by or under the direction of the board of d…

(805 ILCS 105/108.10) (from Ch. 32, par. 108.10) Sec. 108.10. Number, election and resignation of directors. (a) The board of directors of a corporation shall consist of three or more directors. The number of directors shall be fixed by the bylaws, except the number of initial di…

(805 ILCS 105/108.15) (from Ch. 32, par. 108.15) Sec. 108.15. Quorum of directors. (a) Unless otherwise provided in the articles of incorporation or the bylaws, a majority of the directors then in office shall constitute a quorum; provided, that in no event shall a quorum consist…

(805 ILCS 105/108.20) (from Ch. 32, par. 108.20) Sec. 108.20. 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. 84-1423.)

(805 ILCS 105/108.21) (from Ch. 32, par. 108.21) Sec. 108.21. Meetings of the board of directors of a not-for-profit homeowners association or residential cooperative not-for-profit corporation shall be open to any member, except for the portion of any meeting held (i) to discuss…

(805 ILCS 105/108.22) (This Section may contain text from a Public Act with a delayed effective date) Sec. 108.22. Distribution electric cooperatives. (a) A distribution electric cooperative, as that term is used in the Electric Supplier Act, shall maintain a publicly accessible …

(805 ILCS 105/108.25) (from Ch. 32, par. 108.25) Sec. 108.25. Notice of directors' meetings. Meetings of the board of directors shall be held upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting …

(805 ILCS 105/108.30) (from Ch. 32, par. 108.30) Sec. 108.30. 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 the board of directors unless the articles of incorporat…

(805 ILCS 105/108.35) (from Ch. 32, par. 108.35) Sec. 108.35. Removal of directors. (a) One or more of the directors may be removed, with or without cause. In the case of a corporation having a board of directors which is classified in accordance with subsection 108.10(e) of this…

(805 ILCS 105/108.40) (from Ch. 32, par. 108.40) Sec. 108.40. Committees. (a) If the articles of incorporation or bylaws so provide, a majority of the directors may create one or more committees and appoint directors or such other persons as the board designates, to serve on the …

(805 ILCS 105/108.45) (from Ch. 32, par. 108.45) Sec. 108.45. Informal action by directors. (a) Unless specifically prohibited by the articles of incorporation or bylaws, any action required by this Act to be taken at a meeting of the board of directors of a corporation, or any o…

(805 ILCS 105/108.50) (from Ch. 32, par. 108.50) Sec. 108.50. Officers. (a) A corporation shall have such officers as shall be provided in the bylaws. Officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors or ch…

(805 ILCS 105/108.55) (from Ch. 32, par. 108.55) Sec. 108.55. Removal of Officers. Any officer or agent may be removed by the board of directors or other persons authorized to elect or appoint such officer or agent but such removal shall be without prejudice to the contract right…

(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…