Chapter 805, BUSINESS ORGANIZATIONS

(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 5/11.05) (from Ch. 32, par. 11.05) Sec. 11.05. Procedure for merger or consolidation. Any 2 or more corporations may merge into one of such corporations or consolidate into a new corporation in the following manner: The board of directors of each corporation shall, by r…

(805 ILCS 5/11.10) (from Ch. 32, par. 11.10) Sec. 11.10. Procedure for share exchange. A corporation may acquire all of the issued or outstanding shares of one or more classes of another corporation in the following manner: The board of directors of each corporation shall, by res…

(805 ILCS 5/11.15) (from Ch. 32, par. 11.15) Sec. 11.15. Call of shareholders' meeting. The board of directors of each corporation, upon approving such plan of merger, consolidation or exchange, shall, if shareholders are entitled to vote on such plan, by resolution, direct that …

(805 ILCS 5/11.20) (from Ch. 32, par. 11.20) Sec. 11.20. Approval by shareholders. (a) A vote of the shareholders entitled to vote on the proposed plan of merger, consolidation or exchange shall be taken. The plan of merger, consolidation or exchange shall be approved upon receiv…

(805 ILCS 5/11.25) (from Ch. 32, par. 11.25) Sec. 11.25. Articles of merger, consolidation or exchange. (a) Upon such approval, articles of merger, consolidation or exchange shall be executed by each corporation and filed in duplicate in accordance with Section 1.10 of this Act a…

(805 ILCS 5/11.30) (from Ch. 32, par. 11.30) Sec. 11.30. Merger of subsidiary corporation. (a) Any corporation, in this Section referred to as the "parent corporation", owning at least 90% of the outstanding shares of each class of shares of any other corporation or corporations,…

(805 ILCS 5/11.31) Sec. 11.31. Merger of mid-tier bank holding company into subsidiary bank. (a) A mid-tier bank holding company may merge into its subsidiary in the following manner: (1) The mid-tier bank holding company shall comply with the provisions of this Act with respect …

(805 ILCS 5/11.32) Sec. 11.32. Merger or conversion of trust company into a State bank. (a) A trust company may merge into a State bank in the following manner: (1) The trust company shall comply with the provisions of this Act with respect to the merger of domestic corporations,…

(805 ILCS 5/11.35) (from Ch. 32, par. 11.35) Sec. 11.35. Merger, consolidation or share exchange of domestic and foreign corporations. One or more foreign corporations and one or more domestic corporations may be merged or consolidated or their shares exchanged in the following m…

(805 ILCS 5/11.37) (from Ch. 32, par. 11.37) Sec. 11.37. Merger or consolidation of domestic or foreign corporations and domestic not for profit corporations. (a) One or more domestic corporations or one or more foreign corporations may merge into a domestic not for profit corpor…

(805 ILCS 5/11.39) Sec. 11.39. Merger of domestic corporation and limited liability entities. (a) Any one or more domestic corporations may merge with or into one or more limited liability entities of this State, any other state or states of the United States, or the District of …

(805 ILCS 5/11.40) (from Ch. 32, par. 11.40) Sec. 11.40. Effective date of merger, consolidation or exchange. The merger, consolidation or exchange shall become effective upon filing of the articles of merger, consolidation or exchange by the Secretary of State or on a later spec…

(805 ILCS 5/11.50) (from Ch. 32, par. 11.50) Sec. 11.50. Effect of merger, consolidation or exchange. (a) When such merger or consolidation has been effected: (1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the …

(805 ILCS 5/11.55) (from Ch. 32, par. 11.55) Sec. 11.55. Sale, lease, exchange, or mortgage of assets in usual and regular course of business. The sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation,…

(805 ILCS 5/11.60) (from Ch. 32, par. 11.60) Sec. 11.60. Sale, lease or exchange of assets, other than in usual and regular course of business. A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the good will, of a…

(805 ILCS 5/11.65) (from Ch. 32, par. 11.65) Sec. 11.65. Right to dissent. (a) A shareholder of a corporation is entitled to dissent from, and obtain payment for his or her shares in the event of any of the following corporate actions: (1) consummation of a plan of merger or cons…

(805 ILCS 5/11.70) (from Ch. 32, par. 11.70) Sec. 11.70. Procedure to Dissent. (a) If the corporate action giving rise to the right to dissent is to be approved at a meeting of shareholders, the notice of meeting shall inform the shareholders of their right to dissent and the pro…

(805 ILCS 5/11.75) (from Ch. 32, par. 11.75) Sec. 11.75. Business combinations with interested shareholders. (a) Notwithstanding any other provisions of this Act, a corporation (as defined in this Section 11.75) shall not engage in any business combination with any interested sha…

(805 ILCS 206/1101) Sec. 1101. Law governing foreign limited liability partnership. (a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obliga…

(805 ILCS 215/1101) Sec. 1101. Definitions. In this Article: (1) "Constituent limited partnership" means a constituent organization that is a limited partnership. (2) "Constituent organization" means an organization that is party to a merger. (3) (Blank). (4) (Blank). (5) (Blank)…

(805 ILCS 215/1102) Sec. 1102. Conversions and domestications. (a) Conversions and domestications are governed by the Entity Omnibus Act. (b) (Blank). (Source: P.A. 100-561, eff. 7-1-18.)

(805 ILCS 206/1102) Sec. 1102. Statement of foreign qualification. (a) Before transacting or continuing to transact business in this State, a foreign limited liability partnership must file a statement of qualification or a renewal statement under Section 1001; provided, however,…

(805 ILCS 206/1103) Sec. 1103. Effect of failure to qualify. (a) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding in this State unless it has in effect a statement of foreign qualification. (b) The failure of a fo…

(805 ILCS 206/1104) Sec. 1104. Activities not constituting transacting business. (a) Without excluding other activities that may not constitute transacting business in this State, a foreign partnership or registered limited liability partnership shall not be considered to be tran…

(805 ILCS 206/1105) Sec. 1105. Action by Attorney General. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of this Article. (Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/1106) Sec. 1106. Resignation of agent for service of process upon a foreign limited liability partnership. (a) The agent for service of process may at any time resign by filing in the Office of the Secretary of State written notice thereof and by mailing a copy ther…

(805 ILCS 215/1106) Sec. 1106. Merger. (a) A limited partnership may merge with one or more other constituent organizations pursuant to this Section and Sections 1107 through 1109 and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes th…

(805 ILCS 215/1107) Sec. 1107. Action on plan of merger by constituent limited partnership. (a) Subject to Section 1110, a plan of merger must be consented to by all the partners of a constituent limited partnership. (b) Subject to Section 1110 and any contractual rights, after a…

(805 ILCS 215/1108) Sec. 1108. Filings required for merger; effective date. (a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1) each preexisting constituent limited partnership, by each general partner listed in the c…

(805 ILCS 215/1109) Sec. 1109. Effect of merger. (a) When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all prop…

(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 105/111.50) (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 215/1110) Sec. 1110. Restrictions on approval of mergers and on relinquishing LLLP status. (a) If a partner of a constituent limited partnership will have personal liability with respect to a surviving organization, approval and amendment of a plan of merger are ineffec…

(805 ILCS 215/1111) Sec. 1111. Liability of general partner after merger. (a) A merger under this Article does not discharge any liability under Sections 404 and 607 of a person that was a general partner in or dissociated as a general partner from a constituent limited partnersh…

(805 ILCS 215/1112) Sec. 1112. Power of general partners and persons dissociated as general partners to bind organization after merger. (a) An act of a person that immediately before merger became effective was a general partner in a constituent limited partnership binds the surv…

(805 ILCS 215/1113) Sec. 1113. Article not exclusive. This Article does not preclude an entity from being converted, domesticated, or merged under other law. (Source: P.A. 100-561, eff. 7-1-18.)

(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…