Chapter 805 — BUSINESS ORGANIZATIONS

(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 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 105/110.05) (from Ch. 32, par. 110.05) Sec. 110.05. Authority to amend articles of incorporation. (a) A corporation may amend its articles of incorporation at any time and from time to time to add a new provision or to change or remove an existing provision, provided th…

(805 ILCS 105/110.15) (from Ch. 32, par. 110.15) Sec. 110.15. Amendment by Directors. Where a corporation has no members, or no members entitled to vote on amendments, one or more amendments shall be adopted by the board of directors upon receiving the affirmative vote of a major…

(805 ILCS 105/110.20) (from Ch. 32, par. 110.20) Sec. 110.20. Amendments by Directors and Members. Where a corporation has members entitled to vote on amendments, one or more amendments shall be adopted in the following manner: (a) The board of directors shall adopt a resolution …

(805 ILCS 105/110.30) (from Ch. 32, par. 110.30) Sec. 110.30. Articles of amendment. (a) Except as provided in Section 110.40 of this Act, the articles of amendment shall be executed and filed in duplicate in accordance with Section 101.10 of this Act and shall set forth: (1) The…

(805 ILCS 105/110.35) (from Ch. 32, par. 110.35) Sec. 110.35. Effect of amendment. (a) The amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly, as of the later of: (1) The filing of the articles of amendment by the Secretar…

(805 ILCS 105/110.40) (from Ch. 32, par. 110.40) Sec. 110.40. Amendment pursuant to reorganization. (a) The articles of incorporation of a corporation may be amended without director or member action to carry out a plan of reorganization ordered by a court of competent jurisdicti…

(805 ILCS 105/111.05) (from Ch. 32, par. 111.05) Sec. 111.05. Right to merge or consolidate. Any two or more corporations may merge into one such corporation or consolidate into a new corporation by adopting a plan of merger or consolidation setting forth: (a) The names of the co…

(805 ILCS 105/111.10) (from Ch. 32, par. 111.10) Sec. 111.10. Merger of Domestic Corporation into Body Corporate and Politic. A domestic corporation which carries on athletic sports and promotes athletic interests among students of a State university with which it is affiliated m…

(805 ILCS 105/111.15) (from Ch. 32, par. 111.15) Sec. 111.15. Merger or consolidation by directors. Where a corporation has no members or no members entitled to vote on mergers or consolidations, a plan thereof shall be adopted at a meeting of the board of directors upon receivin…

(805 ILCS 105/111.20) (from Ch. 32, par. 111.20) Sec. 111.20. Merger or consolidation by directors and members. Where a corporation has members entitled to vote on mergers or consolidations, a plan thereof shall be adopted in the following manner: (a) The board of directors shall…

(805 ILCS 105/111.25) (from Ch. 32, par. 111.25) Sec. 111.25. Articles of merger or consolidation. (a) Articles of merger or consolidation shall be executed by each corporation and filed in duplicate in accordance with Section 101.10 of this Act and shall set forth: (1) the name …

(805 ILCS 105/111.35) (from Ch. 32, par. 111.35) Sec. 111.35. Merger or consolidation of domestic and foreign corporations. One or more domestic corporations and one or more foreign corporations may be merged or consolidated in the following manner, provided such merger or consol…

(805 ILCS 105/111.37) (from Ch. 32, par. 111.37) Sec. 111.37. Merger of domestic corporations and domestic or foreign corporations for profit. (a) One or more domestic corporations and one or more domestic or foreign corporations for profit may merge into one of such domestic cor…

(805 ILCS 105/111.40) (from Ch. 32, par. 111.40) Sec. 111.40. Effective date of merger or consolidation. The merger or consolidation shall become effective upon the filing of the articles of merger or consolidation by the Secretary of State or on a later specified date, not more …

(805 ILCS 105/111.45) Sec. 111.45. (Repealed). (Source: P.A. 92-33, eff. 7-1-01. Repealed by P.A. 96-1121, eff. 1-1-11.)

(805 ILCS 105/111.50) (from Ch. 32, par. 111.50) Sec. 111.50. Effect of merger or consolidation. When such merger or consolidation has been effected: (a) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a…

(805 ILCS 105/111.55) (from Ch. 32, par. 111.55) Sec. 111.55. Sale, lease or exchange of assets in usual and regular conduct of its affairs; mortgage or pledge of assets. The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a cor…

(805 ILCS 105/111.60) (from Ch. 32, par. 111.60) Sec. 111.60. Sale, lease or exchange of assets, other than in usual and regular conduct of its affairs. A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the good w…

(805 ILCS 105/112.05) (from Ch. 32, par. 112.05) Sec. 112.05. Voluntary dissolution by directors. Where a corporation has no members or no members entitled to vote on dissolution, the dissolution of a corporation may be authorized by a majority of the directors provided that: (a)…

(805 ILCS 105/112.10) (from Ch. 32, par. 112.10) Sec. 112.10. Voluntary dissolution by written consent of members entitled to vote. Except for the dissolution of a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a coo…

(805 ILCS 105/112.12) Sec. 112.12. Dissolution of residential cooperative housing corporations. When a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis has members entitled to vote on dissolution, t…

(805 ILCS 105/112.15) (from Ch. 32, par. 112.15) Sec. 112.15. Voluntary dissolution by vote of members entitled to vote. Where a corporation has members entitled to vote on dissolution, the dissolution of a corporation may be authorized by a vote of members entitled to vote in th…

(805 ILCS 105/112.16) (from Ch. 32, par. 112.16) Sec. 112.16. Distribution of assets. The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (a) All liabilities and obligations of the corporation shall be paid, satisfied and dischar…

(805 ILCS 105/112.17) (from Ch. 32, par. 112.17) Sec. 112.17. Plan of distribution. A plan providing for the distribution of assets, not inconsistent with the provisions of this Act, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporati…

(805 ILCS 105/112.20) (from Ch. 32, par. 112.20) Sec. 112.20. Articles of dissolution. (a) When a voluntary dissolution has been authorized as provided by this Act, articles of dissolution shall be executed and filed in duplicate in accordance with Section 101.10 of this Act and …

(805 ILCS 105/112.25) (from Ch. 32, par. 112.25) Sec. 112.25. Revocation of Dissolution. (a) A corporation may revoke its dissolution within 60 days of its effective date if the corporation has not begun to distribute its assets or has not commenced a proceeding for court supervi…

(805 ILCS 105/112.30) (from Ch. 32, par. 112.30) Sec. 112.30. Effect of dissolution. (a) Dissolution of a corporation terminates its corporate existence and a dissolved corporation shall not thereafter conduct any affairs except that necessary to wind up and liquidate its affairs…

(805 ILCS 105/112.35) (from Ch. 32, par. 112.35) Sec. 112.35. Grounds for administrative dissolution. The Secretary of State may dissolve any corporation administratively if: (a) It has failed to file its annual report as required by this Act before the first day of the anniversa…

(805 ILCS 105/112.40) (from Ch. 32, par. 112.40) Sec. 112.40. Procedure for administrative dissolution. (a) After the Secretary of State determines that one or more grounds exist under Section 112.35 of this Act for the administrative dissolution of a corporation, he or she shall…

(805 ILCS 105/112.43) Sec. 112.43. Administrative dissolution; corporate name. The Secretary of State shall not allow another corporation to use the name of a domestic corporation that has been administratively dissolved until 3 years have elapsed following the date of issuance o…

(805 ILCS 105/112.45) (from Ch. 32, par. 112.45) Sec. 112.45. Reinstatement following administrative dissolution. (a) A domestic corporation administratively dissolved under Section 112.40 of this Act may be reinstated by the Secretary of State following the date of issuance of t…

(805 ILCS 105/112.50) (from Ch. 32, par. 112.50) Sec. 112.50. Grounds for judicial dissolution. A Circuit Court may dissolve a corporation: (a) In an action by the Attorney General, if it is established that: (1) the corporation filed its articles of incorporation through fraud; …

(805 ILCS 105/112.55) (from Ch. 32, par. 112.55) Sec. 112.55. Alternative remedies to judicial dissolution. (a) In either an action for dissolution pursuant to Section 112.50 of this Act or in an action which alleges the grounds for dissolution set forth in Section 112.50 of this…

(805 ILCS 105/112.60) (from Ch. 32, par. 112.60) Sec. 112.60. Practice in actions for judicial dissolution or removal and for alternative remedies. (a) The practice in actions for judicial dissolution or removal shall be the same as in other civil actions except as may be otherwi…

(805 ILCS 105/112.65) (from Ch. 32, par. 112.65) Sec. 112.65. Order of dissolution. (a) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in Section 112.50 of this Act exists, it may enter an order dissolving the corporation and…

(805 ILCS 105/112.70) (from Ch. 32, par. 112.70) Sec. 112.70. Deposit of amount due. Upon the distribution of the assets of a corporation, the distributive portion to which a person would be entitled who is unknown or cannot be found, or who is under disability and there is no pe…

(805 ILCS 105/112.75) (from Ch. 32, par. 112.75) Sec. 112.75. Known claims against dissolved corporation. (a) A dissolved corporation may bar any known claim against it, its directors, officers, employees or agents, or its members, by following the procedures set forth in subsect…

(805 ILCS 105/112.80) (from Ch. 32, par. 112.80) Sec. 112.80. Survival of remedy after dissolution. The dissolution of a corporation either (1) by filing articles of dissolution in accordance with Section 112.20 of this Act, (2) by the issuance of a certificate of dissolution in …

(805 ILCS 105/113.05) (from Ch. 32, par. 113.05) Sec. 113.05. Admission of foreign corporation. A foreign corporation organized not for profit, before it conducts any affairs in this State, shall procure authority so to do from the Secretary of State. A foreign corporation organi…

(805 ILCS 105/113.10) (from Ch. 32, par. 113.10) Sec. 113.10. Powers of foreign corporation. No foreign corporation shall conduct in this State any affairs which a corporation organized under the laws of this State is not permitted to conduct. A foreign corporation which shall ha…

(805 ILCS 105/113.15) (from Ch. 32, par. 113.15) Sec. 113.15. Application for authority. (a) A foreign corporation, in order to procure authority to conduct affairs in this State, shall execute and file in duplicate an application therefor, in accordance with Section 101.10 of th…

(805 ILCS 105/113.20) (from Ch. 32, par. 113.20) Sec. 113.20. Effect of authority. Upon the filing of the application for authority by the Secretary of State, the corporation shall have the right to conduct affairs in this State for those purposes set forth in its application, su…

(805 ILCS 105/113.25) (from Ch. 32, par. 113.25) Sec. 113.25. Change of name by foreign corporation. Whenever a foreign corporation which is admitted to conduct affairs in this State shall change its name to one under which authority to conduct affairs in this State would not be …

(805 ILCS 105/113.30) (from Ch. 32, par. 113.30) Sec. 113.30. Amendment to articles of incorporation of foreign corporation. Each foreign corporation authorized to conduct affairs in this State, whenever its articles of incorporation are amended, shall forthwith file in the offic…