Section 150.705  Paid-In Capital

The phrase "paid-in capital represented by shares acquired and cancelled" contained in Section 9.20(a)(1)(i) of the Act shall mean the actual cost of the re-acquired shares paid by the corporation, or decrease in paid-in capital, to the corporation from the acquisition of shares.  Except, in the case of a wholly owned subsidiary created and funded totally from the assets of the parent corporation, the merger of the subsidiary back into the parent corporation shall not result in the totalling of the paid-in capital of the parent and subsidiary corporations as to corporate funds or assets that were not created previously by one of the merging corporations and transferred to the other corporation.  The surviving corporation must demonstrate, by competent financial evidence presented to the Department, the history of the financial transactions between the parent and subsidiary corporation.  If the request of the corporation is denied, it may seek relief pursuant to Subpart A of this Part.

(Source:  Amended at 31 Ill. Reg. 9469, effective July 16, 2007)