Chapter 805 — BUSINESS ORGANIZATIONS

(805 ILCS 5/12.25) (from Ch. 32, par. 12.25) Sec. 12.25. Revocation of Dissolution. (a) A corporation may revoke its dissolution within 60 days of the effective date of dissolution if the corporation has not begun to distribute its assets or has not commenced a proceeding for cou…

(805 ILCS 5/12.30) (from Ch. 32, par. 12.30) Sec. 12.30. Effect of dissolution. (a) Dissolution of a corporation terminates its corporate existence and a dissolved corporation shall not thereafter carry on any business except that necessary to wind up and liquidate its business a…

(805 ILCS 5/12.35) (from Ch. 32, par. 12.35) Sec. 12.35. Grounds for administrative dissolution. The Secretary of State may dissolve any corporation administratively if: (a) It has failed to file its annual report or final transition annual report and pay its franchise tax as req…

(805 ILCS 5/12.40) (from Ch. 32, par. 12.40) Sec. 12.40. Procedure for administrative dissolution. (a) After the Secretary of State determines that one or more grounds exist under Section 12.35 for the administrative dissolution of a corporation, he or she shall send by regular m…

(805 ILCS 5/12.43) Sec. 12.43. Administrative dissolution; corporate name. The Secretary of State shall not allow another corporation or limited liability company to use the name of a domestic corporation that has been administratively dissolved until 3 years have elapsed followi…

(805 ILCS 5/12.45) (from Ch. 32, par. 12.45) Sec. 12.45. Reinstatement following administrative dissolution. (a) A domestic corporation administratively dissolved under Section 12.40 may be reinstated by the Secretary of State following the date of issuance of the certificate of …

(805 ILCS 5/12.50) (from Ch. 32, par. 12.50) Sec. 12.50. Grounds for judicial dissolution in actions by nonshareholders. (a) A Circuit Court may dissolve a corporation: (1) In an action by the Attorney General, if it is established that: (i) The corporation filed its articles of …

(805 ILCS 5/12.55) (from Ch. 32, par. 12.55) Sec. 12.55. Shareholder remedies: public corporations. (a) In an action by a shareholder of a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a n…

(805 ILCS 5/12.56) Sec. 12.56. Shareholder remedies: non-public corporations. (a) In an action by a shareholder in a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliat…

(805 ILCS 5/12.60) (from Ch. 32, par. 12.60) Sec. 12.60. Practice in actions under Section 12.50, 12.55, and 12.56. (a) The practice in actions under Sections 12.50, 12.55, and 12.56 shall be the same as in other civil actions except as may be otherwise provided in this Act. Ever…

(805 ILCS 5/12.65) (from Ch. 32, par. 12.65) Sec. 12.65. Order of dissolution. (a) If, after a hearing, the court orders dissolution pursuant to Section 12.50, 12.55, or 12.56, it shall enter an order dissolving the corporation and the clerk of the court shall deliver a certified…

(805 ILCS 5/12.70) (from Ch. 32, par. 12.70) Sec. 12.70. Deposit of amount due certain shareholders. Upon the distribution of the assets of a corporation among its shareholders, the distributive portion to which a shareholder would be entitled who is unknown or cannot be found, o…

(805 ILCS 5/12.75) (from Ch. 32, par. 12.75) Sec. 12.75. Known claims against dissolved corporation. (a) A dissolved corporation may bar any known claim against it, its directors, officers, employees or agents, or its shareholders or their transferees, by following the procedures…

(805 ILCS 5/12.80) (from Ch. 32, par. 12.80) Sec. 12.80. Survival of remedy after dissolution. The dissolution of a corporation either (1) by filing articles of dissolution in accordance with Section 12.20 of this Act, (2) by the issuance of a certificate of dissolution in accord…

(805 ILCS 5/12.85) (from Ch. 32, par. 12.85) Sec. 12.85. Criminal prosecution of dissolved corporation. The dissolution of a corporation either (1) by the issuance of a certificate of dissolution by the Secretary of State, or (2) by a judgment of dissolution by a circuit court of…

(805 ILCS 5/13.05) (from Ch. 32, par. 13.05) Sec. 13.05. Admission of foreign corporation. Except as provided in Article V of the Illinois Insurance Code, a foreign corporation organized for profit, before it transacts business in this State, shall procure authority so to do from…

(805 ILCS 5/13.10) (from Ch. 32, par. 13.10) Sec. 13.10. Powers of foreign corporation. No foreign corporation shall transact in this State any business which a corporation organized under the laws of this State is not permitted to transact. A foreign corporation which shall have…

(805 ILCS 5/13.15) (from Ch. 32, par. 13.15) Sec. 13.15. Application for authority. (a) A foreign corporation, in order to procure authority to transact business in this State, shall execute and file in duplicate an application therefor, in accordance with Section 1.10 of this Ac…

(805 ILCS 5/13.20) (from Ch. 32, par. 13.20) Sec. 13.20. Effect of authority. (a) Upon the filing of the application for authority by the Secretary of State, the corporation shall have the right to transact business in this State for those purposes set forth in its application, s…

(805 ILCS 5/13.25) (from Ch. 32, par. 13.25) Sec. 13.25. Change of name by foreign corporation. Whenever a foreign corporation which is admitted to transact business in this State shall change its name to one under which authority to transact business in this State would not be g…

(805 ILCS 5/13.30) (from Ch. 32, par. 13.30) Sec. 13.30. Amendment to articles of incorporation of foreign corporation. Each foreign corporation authorized to transact business in this State, whenever its articles of incorporation are amended, shall forthwith file in the office o…

(805 ILCS 5/13.35) (from Ch. 32, par. 13.35) Sec. 13.35. Merger of foreign corporation authorized to transact business in this state. Whenever a foreign corporation authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the s…

(805 ILCS 5/13.40) (from Ch. 32, par. 13.40) Sec. 13.40. Amended authority. A foreign corporation authorized to transact business in this State shall secure amended authority to do so in the event it changes its corporate name, changes the duration of its corporate existence, or …

(805 ILCS 5/13.45) (from Ch. 32, par. 13.45) Sec. 13.45. Withdrawal of foreign corporation. A foreign corporation authorized to transact business in this State may withdraw from this State upon filing with the Secretary of State an application for withdrawal. In order to procure …

(805 ILCS 5/13.50) (from Ch. 32, par. 13.50) Sec. 13.50. Grounds for revocation of authority. The authority of a foreign corporation to transact business in this State may be revoked by the Secretary of State: (a) Upon the failure of an officer or director to whom interrogatories…

(805 ILCS 5/13.55) (from Ch. 32, par. 13.55) Sec. 13.55. Procedure for revocation of authority. (a) After the Secretary of State determines that one or more grounds exist under Section 13.50 for the revocation of authority of a foreign corporation, he or she shall send by regular…

(805 ILCS 5/13.60) (from Ch. 32, par. 13.60) Sec. 13.60. Reinstatement following revocation. (a) A foreign corporation revoked under Section 13.55 may be reinstated by the Secretary of State following the date of issuance of the certificate of revocation upon: (1) The filing of a…

(805 ILCS 5/13.65) (from Ch. 32, par. 13.65) Sec. 13.65. Application to corporations heretofore qualified to transact business in this state. Foreign corporations which have been duly authorized to transact business in this State at the time this Act takes effect, for a purpose o…

(805 ILCS 5/13.70) (from Ch. 32, par. 13.70) Sec. 13.70. Transacting business without authority. (a) No foreign corporation transacting business in this State without authority to do so is permitted to maintain a civil action in any court of this State, until the corporation obta…

(805 ILCS 5/13.75) Sec. 13.75. Activities that do not constitute transacting business. Without excluding other activities that may not constitute doing business in this State, a foreign corporation shall not be considered to be transacting business in this State, for purposes of …

(805 ILCS 5/14.01) (from Ch. 32, par. 14.01) Sec. 14.01. Statement of election to establish an extended filing month. (a) Each domestic corporation and each foreign corporation authorized to transact business in this State, having reported on its last annual report, or articles o…

(805 ILCS 5/14.05) (from Ch. 32, par. 14.05) Sec. 14.05. Annual report of domestic or foreign corporation. Each domestic corporation organized under any general law or special act of this State authorizing the corporation to issue shares, other than homestead associations, buildi…

(805 ILCS 5/14.10) (from Ch. 32, par. 14.10) Sec. 14.10. Filing of annual report of domestic or foreign corporation. Such annual report together with all fees, taxes and charges as prescribed by this Act, shall be delivered to the Secretary of State within 60 days immediately pre…

(805 ILCS 5/14.13) Sec. 14.13. Report of interim changes of domestic or foreign corporations. Any corporation, domestic or foreign, may report interim changes in the name, address, or both of its officers and directors, its principal office, or its minority-owned business status …

(805 ILCS 5/14.15) (from Ch. 32, par. 14.15) Sec. 14.15. First report of issuance of shares. The articles of incorporation of each domestic corporation shall be deemed to be the first report of the issuance of shares of such corporation. For the purpose of determining the initial…

(805 ILCS 5/14.20) (from Ch. 32, par. 14.20) Sec. 14.20. Reports of issuance of shares and increases in paid-in capital. (a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, after: the issuance of any share not previously repo…

(805 ILCS 5/14.25) (from Ch. 32, par. 14.25) Sec. 14.25. Report following merger or cancellation of shares/reduction in paid-in capital. (a) Each domestic corporation and each foreign corporation authorized to transact business in this State that is a party to a statutory merger …

(805 ILCS 5/14.30) (from Ch. 32, par. 14.30) Sec. 14.30. Cumulative report of changes in issued shares or paid-in capital. (a) Each domestic corporation and each foreign corporation authorized to transact business in this State that effects any change in the number of issued shar…

(805 ILCS 5/14.35) (from Ch. 32, par. 14.35) Sec. 14.35. Report following merger or consolidation. (a) Whenever a domestic corporation or a foreign corporation authorized to transact business in this State is the surviving corporation in a statutory merger or whenever a domestic …

(805 ILCS 5/14.40) (Section scheduled to be repealed on July 1, 2028) Sec. 14.40. State contractors reporting. (a) Except as provided in subsection (b), by June 1, 2024, and each June 1 thereafter, a corporation that has contracts with this State shall provide to the Commission o…

(805 ILCS 5/15.05) (from Ch. 32, par. 15.05) Sec. 15.05. Fees, franchise taxes, and charges to be collected by Secretary of State. The Secretary of State shall charge and collect in accordance with the provisions of this Act: (a) Fees for filing documents. (b) License fees. (c) F…

(805 ILCS 5/15.10) (from Ch. 32, par. 15.10) Sec. 15.10. Fees for filing documents. The Secretary of State shall charge and collect for: (a) Filing articles of incorporation, $150. (b) Filing articles of amendment, $50, unless the amendment is a restatement of the articles of inc…

(805 ILCS 5/15.12) Sec. 15.12. Disposition of fees. Of the total money collected for the filing of an annual report under this Act, $15 of the filing fee shall be paid into the Secretary of State Special Services Fund. The remaining $60 shall be deposited into the General Revenue…

(805 ILCS 5/15.15) (from Ch. 32, par. 15.15) Sec. 15.15. Miscellaneous charges. The Secretary of State shall charge and collect; (a) For furnishing a copy or certified copy of any document, instrument, or paper relating to a corporation, or for a certificate, $25. (b) At the time…

(805 ILCS 5/15.20) (from Ch. 32, par. 15.20) Sec. 15.20. License fees payable by domestic corporations. For the privilege of exercising its franchises in this State, the Secretary of State shall charge and collect from each domestic corporation the following license fees, compute…

(805 ILCS 5/15.25) (from Ch. 32, par. 15.25) Sec. 15.25. Basis of computation of license fees payable by domestic corporations. (a) Except as otherwise provided in subsection (c) of this Section, the basis for each additional license fee payable by a domestic corporation, except …

(805 ILCS 5/15.30) (from Ch. 32, par. 15.30) Sec. 15.30. Rate of license fees payable by domestic corporations. The license fees payable by each domestic corporation shall be computed at the rate of one-twentieth of one per cent of the basis prescribed in this Act for the computa…

(805 ILCS 5/15.35) (from Ch. 32, par. 15.35) (Text of Section from P.A. 102-16, 103-8, and 103-592) Sec. 15.35. Franchise taxes payable by domestic corporations. For the privilege of exercising its franchises in this State, each domestic corporation shall pay to the Secretary of …

(805 ILCS 5/15.40) (from Ch. 32, par. 15.40) Sec. 15.40. Basis for computation of franchise taxes payable by domestic corporations. (a) The basis for the initial franchise tax payable by a domestic corporation shall be the amount represented in this State, determined in accordanc…

(805 ILCS 5/15.45) (from Ch. 32, par. 15.45) Sec. 15.45. Rate of franchise taxes payable by domestic corporations. (a) The annual franchise tax payable by each domestic corporation shall be computed at the rate of 1/12 of 1/10 of 1% for each calendar month or fraction thereof for…