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805 ILCS 5/ – Business Corporation Act of 1983 | Midpage
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Illinois Compiled Statutes
Business and Employment
Chapter 805
5
805 ILCS 5/
Business Corporation Act of 1983
1.01
Short title
1.05
Powers of Secretary of State
1.10
Forms, execution, acknowledgment and filing
1.11
Electronic filing
1.15
Statement of correction
1.17
Petition for refund or adjustment of license fee, franchise tax, penalty, or interest
1.20
805 Ilcs 5/1.20
1.25
List of corporations; exchange of information
1.30
Abstract of corporate record
1.35
Interrogatories to be propounded by Secretary of State
1.40
Information disclosed by interrogatories
1.45
Judicial review under the Administrative Review Law
1.50
Administrative Procedure Act
1.55a
Certain powers reserved to General Assembly
1.60
Effect of repeal of prior law on rights accrued or liabilities or penalties incurred
1.63
Conversions and domestications
1.65
Effect of invalidity of part of this Act
1.70
Miscellaneous applications
1.80
Definitions
10.05
Authority to amend articles of incorporation
10.10
Amendment before issuance of shares
10.15
Amendment by directors
10.20
Amendment by directors and shareholders
10.25
Class voting
10.30
Articles of amendment
10.35
Effect of amendment
10.40
Amendment pursuant to reorganization
11.05
Procedure for merger or consolidation
11.10
Procedure for share exchange
11.15
Call of shareholders' meeting
11.20
Approval by shareholders
11.25
Articles of merger, consolidation or exchange
11.30
Merger of subsidiary corporation
11.31
Merger of mid-tier bank holding company into subsidiary bank
11.32
Merger or conversion of trust company into a State bank
11.35
Merger, consolidation or share exchange of domestic and foreign corporations
11.37
Merger or consolidation of domestic or foreign corporations and domestic not for profit corporations
11.39
Merger of domestic corporation and limited liability entities
11.40
Effective date of merger, consolidation or exchange
11.45
805 Ilcs 5/11.45
11.50
Effect of merger, consolidation or exchange
11.55
Sale, lease, exchange, or mortgage of assets in usual and regular course of business
11.60
Sale, lease or exchange of assets, other than in usual and regular course of business
11.65
Right to dissent
11.70
Procedure to Dissent
11.75
Business combinations with interested shareholders
12.05
Voluntary dissolution by incorporators or by initial directors
12.10
Voluntary dissolution by written consent of all shareholders
12.15
Voluntary dissolution by vote of shareholders
12.20
Articles of dissolution
12.25
Revocation of Dissolution
12.30
Effect of dissolution
12.35
Grounds for administrative dissolution
12.40
Procedure for administrative dissolution
12.43
Administrative dissolution; corporate name
12.45
Reinstatement following administrative dissolution
12.50
Grounds for judicial dissolution in actions by nonshareholders
12.55
Shareholder remedies: public corporations
12.56
Shareholder remedies: non-public corporations
12.60
Practice in actions under Section 12.50, 12.55, and 12.56
12.65
Order of dissolution
12.70
Deposit of amount due certain shareholders
12.75
Known claims against dissolved corporation
12.80
Survival of remedy after dissolution
12.85
Criminal prosecution of dissolved corporation
13.05
Admission of foreign corporation
13.10
Powers of foreign corporation
13.15
Application for authority
13.20
Effect of authority
13.25
Change of name by foreign corporation
13.30
Amendment to articles of incorporation of foreign corporation
13.35
Merger of foreign corporation authorized to transact business in this state
13.40
Amended authority
13.45
Withdrawal of foreign corporation
13.50
Grounds for revocation of authority
13.55
Procedure for revocation of authority
13.60
Reinstatement following revocation
13.65
Application to corporations heretofore qualified to transact business in this state
13.70
Transacting business without authority
13.75
Activities that do not constitute transacting business
14.01
Statement of election to establish an extended filing month
14.05
Annual report of domestic or foreign corporation
14.10
Filing of annual report of domestic or foreign corporation
14.13
Report of interim changes of domestic or foreign corporations
14.15
First report of issuance of shares
14.20
Reports of issuance of shares and increases in paid-in capital
14.25
Report following merger or cancellation of shares/reduction in paid-in capital
14.30
Cumulative report of changes in issued shares or paid-in capital
14.35
Report following merger or consolidation
14.40
State contractors reporting
15.05
805 Ilcs 5/15.05
15.10
Fees for filing documents
15.12
Disposition of fees
15.15
Miscellaneous charges
15.20
License fees payable by domestic corporations
15.25
Basis of computation of license fees payable by domestic corporations
15.30
Rate of license fees payable by domestic corporations
15.35
Franchise taxes payable by domestic corporations
15.40
Basis for computation of franchise taxes payable by domestic corporations
15.45
Rate of franchise taxes payable by domestic corporations
15.50
License fees payable by foreign corporations
15.55
Basis of computation of license fee payable by foreign corporations
15.60
Rate of license fees payable by foreign corporations
15.65
Franchise taxes payable by foreign corporations
15.70
Basis for computation of franchise taxes payable by foreign corporations
15.75
Rate of franchise taxes payable by foreign corporations
15.80
Computation and collection of annual franchise taxes - proceeding for dissolution or revocation if not paid
15.85
Effect of nonpayment of fees or taxes
15.90
Statute of limitations
15.95
Department of Business Services Special Operations Fund
15.97
Corporate Franchise Tax Refund Fund
16.05
Penalties and interest imposed upon corporations
16.10
Penalties imposed upon officers and directors
17.05
805 Ilcs 5/17.05
2.05
Incorporators
2.10
Articles of Incorporation
2.15
Effect of incorporation
2.20
Organization of Corporation
2.25
By-laws
2.30
Emergency by-laws
2.35
805 Ilcs 5/2.35
2A.05
Formation of a close corporation
2A.10
Election of existing corporation to become a close corporation
2A.13
Effect of formation or election
2A.15
Limitations on continuation of close corporation status
2A.20
Voluntary termination of close corporation status by amendment of articles of incorporation; vote required
2A.25
Issuance or transfer of shares of a close corporation in breach of qualifying conditions
2A.30
Involuntary termination of close corporation status; proceeding to prevent loss of status
2A.31
805 Ilcs 5/2a.31
2A.40
Written agreements as to conduct of certain affairs of corporation
2A.45
Management by shareholders
2A.50
Shareholders' option to dissolve corporation
2A.55
Dissolution
2A.60
Applicability
3.05
Purposes
3.10
General powers
3.15
Defense of Ultra Vires
3.20
Unauthorized assumption of corporate powers
3.25
Locale misrepresentation
4.05
Corporate name of domestic or foreign corporation
4.10
Reserved name
4.15
Assumed corporate name
4.20
Change and cancellation of assumed corporate name
4.25
Registered name of foreign corporation
5.05
Registered office and registered agent
5.10
Change of registered office or registered agent
5.15
Resignation of registered agent
5.20
Change of Address of Registered Agent
5.25
Service of process on domestic or foreign corporation
5.30
Service of process on foreign corporation not authorized to transact business in Illinois
6.05
Authorized shares
6.10
Issuance of shares of preferred or special classes in series
6.15
Issuance of fractional shares or scrip
6.20
Subscriptions for shares
6.25
Consideration for shares
6.30
Payment for shares
6.35
Shares represented by certificates and uncertificated shares
6.40
Liability of subscribers, shareholders, personal representatives and pledgees
6.45
Expenses of organization, reorganization, and financing
6.50
Shareholders' preemptive rights
6.55
Restriction on transfer of securities
7.05
Meetings of shareholders
7.10
Informal action by shareholders
7.15
Notice of shareholders' meetings
7.20
Waiver of notice
7.25
Fixing record date
7.30
Voting lists
7.35
Inspectors
7.40
Voting of shares
7.45
Voting of shares by certain holders
7.50
Proxies
7.55
Proxy solicitation
7.60
Quorum of shareholders
7.65
Voting trust
7.70
Voting agreements
7.71
Shareholder agreements
7.75
Corporate records - Examination by shareholders
7.80
Provisions relating to actions by shareholders
7.85
Vote required for certain business combinations
7.90
Waiver
8.05
Board of directors
8.10
Number, election and resignation of directors
8.12
Female, minority, and LGBTQ directors
8.15
Quorum of directors
8.20
Place of directors' meetings
8.25
Notice of directors' meetings
8.30
Vacancies
8.35
Removal of directors
8.40
Committees
8.45
Informal action by directors
8.50
Officers
8.55
Removal of officers
8.60
Director conflict of interest
8.65
Liability of directors in certain cases
8.70
Kickbacks, bribes, etc
8.75
Indemnification of officers, directors, employees and agents; insurance
8.85
805 Ilcs 5/8.85
9.05
Power of corporation to acquire its own shares
9.10
Distributions to shareholders
9.20
Reduction of paid-in capital