Public Act 93-0059
SB1506 Enrolled LRB093 03499 DRJ 11091 b
AN ACT in relation to business organizations.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Trademark Registration and Protection Act
is amended by changing Section 50 as follows:
(765 ILCS 1036/50)
Sec. 50. Classification. The Secretary shall by rule
establish a classification of goods and services for
convenience of administration of this Act, but not to limit
or extend the applicant's or registrant's rights, and a
single application for registration of a mark may include any
or all goods upon which, or services with which, the mark is
actually being used and which are comprised in a single
class. In no event shall a single application include goods
or services upon which the mark is being used and which fall
within different classes. To the extent practical, the
classification of goods and services should conform to the
classification adopted by the United States Patent and
Trademark Office.
Classification of Goods
Class Title
1 Chemicals
2 Paints
3 Cosmetics and cleaning preparations
4 Lubricants and fuels
5 Pharmaceuticals
6 Metal goods
7 Machinery
8 Hand tools
9 Electrical and scientific apparatus
10 Medical apparatus
11 Environmental control apparatus
12 Vehicles
13 Firearms
14 Jewelry
15 Musical Instruments
16 Paper goods and printed matter
17 Rubber goods
18 Leather goods
19 Non-metallic building materials
20 Furniture and articles not otherwise classified
21 Housewares and glass
22 Cordage and fibers
23 Yarns and threads
24 Fabrics
25 Clothing
26 Fancy goods
27 Floor coverings
28 Toys and sporting goods
29 Meats and processed foods
30 Staple foods
31 Natural agricultural products
32 Light beverages
33 Wine and spirits
34 Smoker's articles
35 Advertising and business
36 Insurance and financial
37 Building construction and repair
38 Telecommunications
39 Transportation and storage
40 Treatment of materials
41 Education and entertainment
42 Scientific, technological, or legal Miscellaneous
43 Restaurants, hotels, motels, and boarding
44 Medical, veterinary, beauty care, and forestry
45 Personal, social, and security
(Source: P.A. 90-231, eff. 1-1-98.)
Section 10. The Business Corporation Act of 1983 is
amended by changing Sections 1.15, 2.10, 4.10, 5.10, 5.20,
10.35, 11.37, 11.45, 11.75, 12.35, 12.40, 13.40, 13.45,
13.50, 13.55, 13.75, 14.05, 15.05, 15.10, 15.80, 15.95, and
15.97 as follows:
(805 ILCS 5/1.15) (from Ch. 32, par. 1.15)
Sec. 1.15. Statement of correction.
(a) Whenever any instrument authorized to be filed with
the Secretary of State under any provision of this Act has
been so filed and, as of the date of the action therein
referred to, contains any misstatement of fact, typographical
error, error of transcription or any other error or defect or
was defectively or erroneously executed, such instrument may
be corrected by filing, in accordance with Section 1.10 of
this Act, a statement of correction.
(b) A statement of correction shall set forth:
(1) The name or names of the corporation or
corporations and the State or country under the laws of
which each is organized.
(2) The title of the instrument being corrected and
the date it was filed by the Secretary of State.
(3) The inaccuracy, error or defect to be corrected
and the portion of the instrument in corrected form.
(c) A statement of correction shall be executed in the
same manner in which the instrument being corrected was
required to be executed.
(d) The corrected instrument shall be effective as of
the date the original instrument was filed.
(e) A statement of correction shall not:
(1) Effect any change or amendment of articles
which would not in all respects have complied with the
requirements of this Act at the time of filing the
instrument being corrected.
(2) Take the place of any document, statement or
report otherwise required to be filed by this Act.
(3) Affect any right or liability accrued or
incurred before such filing, except that any right or
liability accrued or incurred by reason of the error or
defect being corrected shall be extinguished by such
filing if the person having such right has not
detrimentally relied on the original instrument.
(4) Alter the provisions of the articles of
incorporation with respect to the corporation name or
purpose, the class or classes and number of shares to be
authorized, and the names and addresses of the
incorporators or initial directors.
(5) Alter the provisions of the application for
certificate of authority of a foreign corporation with
respect to the corporation name.
(6) Alter the provisions of the application to
adopt or change an assumed corporate name with respect to
the assumed corporate name.
(7) Alter the wording of any resolution as filed in
any document with the Secretary of State and which was in
fact adopted by the board of directors or by the
shareholders.
(8) Alter the provisions of the statement of
election of an extended filing month with respect to the
extended filing month.
(f) A statement of correction may correct the basis, as
established by any document required to be filed by this Act,
of license fees, taxes, penalty, interest, or other charge
paid or payable under this Act.
(g) A statement of correction may provide the grounds
for a petition for a refund or an adjustment of an assessment
filed under Section 1.17 of this Act.
(Source: P.A. 91-464, eff. 1-1-00.)
(805 ILCS 5/2.10) (from Ch. 32, par. 2.10)
Sec. 2.10. Articles of Incorporation. The articles of
incorporation shall be executed and filed in duplicate in
accordance with Section 1.10 of this Act.
(a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that
satisfies the requirements of this Act;
(2) the purpose or purposes for which the
corporation is organized, which may be stated to be, or
to include, the transaction of any or all lawful
businesses for which corporations may be incorporated
under this Act;
(3) the address of the corporation's initial
registered office and the name of its initial registered
agent at that office;
(4) the name and address of each incorporator;
(5) the number of shares of each class the
corporation is authorized to issue;
(6) the number and class of shares which the
corporation proposes to issue without further report to
the Secretary of State, and the consideration to be
received, less expenses, including commissions, paid or
incurred in connection with the issuance of shares, by
the corporation therefor. If shares of more than one
class are to be issued, the consideration for shares of
each class shall be separately stated;
(7) if the shares are divided into classes, the
designation of each class and a statement of the
designations, preferences, qualifications, limitations,
restrictions, and special or relative rights with respect
to the shares of each class; and
(8) if the corporation may issue the shares of any
preferred or special class in series, then the
designation of each series and a statement of the
variations in the relative rights and preferences of the
different series, if the same are fixed in the articles
of incorporation, or a statement of the authority vested
in the board of directors to establish series and
determine the variations in the relative rights and
preferences of the different series.
(b) The articles of incorporation may set forth:
(1) the names and business addresses of the
individuals who are to serve as the initial directors;
(2) provisions not inconsistent with law with
respect to:
(i) managing the business and regulating the
affairs of the corporation;
(ii) defining, limiting, and regulating the
rights, powers and duties of the corporation, its
officers, directors and shareholders;
(iii) authorizing and limiting the preemptive
right of a shareholder to acquire shares, whether
then or thereafter authorized;
(iv) an estimate, expressed in dollars, of the
value of all the property to be owned by the
corporation for the following year, wherever
located, and an estimate of the value of the
property to be located within this State during such
year, and an estimate, expressed in dollars, of the
gross amount of business which will be transacted by
it during such year and an estimate of the gross
amount thereof which will be transacted by it at or
from places of business in this State during such
year; or
(v) superseding any provision of this Act that
requires for approval of corporate action a
two-thirds vote of the shareholders by specifying
any smaller or larger vote requirement not less than
a majority of the outstanding shares entitled to
vote on the matter and not less than a majority of
the outstanding shares of each class of shares
entitled to vote as a class on the matter.
(3) a provision eliminating or limiting the
personal liability of a director to the corporation or
its shareholders for monetary damages for breach of
fiduciary duty as a director, provided that the provision
does not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) for acts or
omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under
Section 8.65 of this Act, or (iv) for any transaction
from which the director derived an improper personal
benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring
before the date when the provision becomes effective.
(4) any provision that under this Act is required
or permitted to be set forth in the articles of
incorporation or by-laws.
(c) The articles of incorporation need not set forth any
of the corporate powers enumerated in this Act.
(d) The duration of a corporation is perpetual unless
otherwise specified in the articles of incorporation.
(e) If the data to which reference is made in
subparagraph (iv) of paragraph (2) of subsection (b) of this
Section is not included in the articles of incorporation, the
franchise tax provided for in this Act shall be computed on
the basis of the entire paid-in capital as set forth pursuant
to paragraph (6) of subsection (a) of this Section, until
such time as the data to which reference is made in
subparagraph (iv) of paragraph (2) of subsection (b) is
provided in accordance with either Section 14.05 or Section
14.25 of this Act.
When the provisions of this Section have been complied
with, the Secretary of State shall file the articles of
incorporation.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 5/4.10) (from Ch. 32, par. 4.10)
Sec. 4.10. Reserved name. The exclusive right to the use
of a corporate name or an assumed corporate name, as the case
may be, may be reserved by:
(a) Any person intending to organize a corporation under
this Act.
(b) Any domestic corporation intending to change its
name.
(c) Any foreign corporation intending to make
application for a certificate of authority to transact
business in this State.
(d) Any foreign corporation authorized to transact
business in this State and intending to change its name.
(e) Any person intending to organize a foreign
corporation and intending to have such corporation make
application for a certificate of authority to transact
business in this State.
(f) Any domestic corporation intending to adopt an
assumed corporate name.
(g) Any foreign corporation authorized to transact
business in this State and intending to adopt an assumed
corporate name.
Such reservation shall be made by filing in the office of
the Secretary of State an application to reserve a specified
corporate name or a specified assumed corporate name,
executed by the applicant. If the Secretary of State finds
that such name is available for corporate use, he or she
shall reserve the same for the exclusive use of such
applicant for a period of ninety days or until surrendered by
a written cancellation document signed by the applicant,
whichever is sooner.
The right to the exclusive use of a specified corporate
name or assumed corporate name so reserved may be transferred
to any other person by filing in the office of the Secretary
of State a notice of such transfer, executed by the person
for whom such name was reserved, and specifying the name and
address of the transferee.
The Secretary of State may revoke any reservation if,
after a hearing, he or she finds that the application
therefor or any transfer thereof was made contrary to this
Act.
(Source: P.A. 83-1025.)
(805 ILCS 5/5.10) (from Ch. 32, par. 5.10)
Sec. 5.10. Change of registered office or registered
agent.
(a) A domestic corporation or a foreign corporation may
from time to time change the address of its registered
office. A domestic corporation or a foreign corporation shall
change its registered agent if the office of registered agent
shall become vacant for any reason, or if its registered
agent becomes disqualified or incapacitated to act, or if the
corporation revokes the appointment of its registered agent.
(b) A domestic corporation or a foreign corporation may
change the address of its registered office or change its
registered agent, or both, by so indicating in the statement
of change on the annual report of that corporation filed
pursuant to Section 14.10 of this Act or by executing and
filing, in duplicate, in accordance with Section 1.10 of this
Act a statement setting forth:
(1) The name of the corporation.
(2) The address, including street and number, or
rural route number, of its then registered office.
(3) If the address of its registered office be
changed, the address, including street and number, or
rural route number, to which the registered office is to
be changed.
(4) The name of its then registered agent.
(5) If its registered agent be changed, the name of
its successor registered agent.
(6) That the address of its registered office and
the address of the business office of its registered
agent, as changed, will be identical.
(7) That such change was authorized by resolution
duly adopted by the board of directors.
(c) (Blank). A legible copy of the statement of change
as on the annual report returned by the Secretary of State
shall be filed for record within the time prescribed by this
Act in the office of the Recorder of the county in which the
registered office of the corporation in this State was
situated before the filing of that statement in the Office of
the Secretary of State.
(d) If the registered office is changed from one county
to another county, then the corporation shall also file for
record within the time prescribed by this Act in the office
of the recorder of the county to which such registered office
is changed:
(1) In the case of a domestic corporation:
(i) A copy of its articles of incorporation
certified by the Secretary of State.
(ii) A copy of the statement of change of
address of its registered office, certified by the
Secretary of State.
(2) In the case of a foreign corporation:
(i) A copy of its application for authority to
transact business in this State, certified by the
Secretary of State.
(ii) A copy of all amendments to such
authority, if any, likewise certified by the
Secretary of State.
(iii) A copy of the statement of change of
address of its registered office certified by the
Secretary of State.
(e) The change of address of the registered office, or
the change of registered agent, or both, as the case may be,
shall become effective upon the filing of such statement by
the Secretary of State.
(Source: P.A. 91-357, eff. 7-29-99; 92-33, eff. 7-1-01.)
(805 ILCS 5/5.20) (from Ch. 32, par. 5.20)
Sec. 5.20. Change of Address of Registered Agent.
(a) A registered agent may change the address of the
registered office of the domestic corporation or of the
foreign corporation, for which he or she or it is registered
agent, to another address in this State, by so indicating in
the statement of change on the annual report of that
corporation filed pursuant to Section 14.10 of this Act or by
filing, in duplicate, in accordance with Section 1.10 of this
Act a statement setting forth:
(1) The name of the corporation.
(2) The address, including street and number, or
rural route number, of its then registered office.
(3) The address, including street and number, or
rural route number, to which the registered office is to
be changed.
(4) The name of its registered agent.
(5) That the address of its registered office and
the address of the business office of its registered
agent, as changed, will be identical.
Such statement shall be executed by the registered agent.
(b) If the registered office is changed from one county
to another county, then the corporation shall also file for
record within the time prescribed by this Act in the office
of the recorder of the county to which such registered office
is changed:
(1) In the case of a domestic corporation:
(i) A copy of its articles of incorporation
certified by the Secretary of State.
(ii) A copy of the statement of change of
address of its registered office, certified by the
Secretary of State.
(2) In the case of a foreign corporation:
(i) A copy of its application for authority to
transact business in this State, certified by the
Secretary of State.
(ii) A copy of all amendments to such
authority, if any, likewise certified by the
Secretary of State.
(iii) A copy of the statement of change of
address of its registered office certified by the
Secretary of State.
(c) The change of address of the registered office shall
become effective upon the filing of such statement by the
Secretary of State.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
Sec. 10.35. Effect of certificate 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
Secretary of State; or
(2) the time established under the articles of
amendment, not to exceed 30 days after the filing of the
articles of amendment by the Secretary of State.
(b) If the amendment is made in accordance with the
provisions of Section 10.40, upon the filing of the articles
of amendment by the Secretary of State, the amendment shall
become effective and the articles of incorporation shall be
deemed to be amended accordingly, without any action thereon
by the directors or shareholders of the corporation and with
the same effect as if the amendments had been adopted by
unanimous action of the directors and shareholders of the
corporation.
(c) If the amendment restates the articles of
incorporation, such restated articles of incorporation shall,
upon such amendment becoming effective, supersede and stand
in lieu of the corporation's preexisting articles of
incorporation.
(d) If the amendment revives the articles of
incorporation and extends the period of corporate duration,
upon the filing of the articles of amendment by the Secretary
of State, the amendment shall become effective and the
corporate existence shall be deemed to have continued without
interruption from the date of expiration of the original
period of duration, and the corporation shall stand revived
with such powers, duties and obligations as if its period of
duration had not expired; and all acts and proceedings of its
officers, directors and shareholders, acting or purporting to
act as such, which would have been legal and valid but for
such expiration, shall stand ratified and confirmed.
(e) Each amendment which affects the number of issued
shares or the amount of paid-in capital shall be deemed to be
a report under the provisions of this Act.
(f) No amendment of the articles of incorporation of a
corporation shall affect any existing cause of action in
favor of or against such corporation, or any pending suit in
which such corporation shall be a party, or the existing
rights of persons other than shareholders; and, in the event
the corporate name shall be changed by amendment, no suit
brought by or against such corporation under its former name
shall be abated for that reason.
(Source: P.A. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)
(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 corporation subject to the provisions of the
General Not For Profit Corporation Act of 1986, as amended,
provided that in the case of a foreign corporation for
profit, such merger or consolidation is permitted by the laws
of the State or country under which such foreign corporation
for profit is organized.
(b) Each domestic corporation shall comply with the
provisions of this Act with respect to the merger or
consolidation of domestic corporations, each domestic not for
profit corporation shall comply with the provisions of the
General Not For Profit Corporation Act of 1986, as amended.
With respect to merger or consolidation of domestic not for
profit corporations, each foreign corporation for profit
shall comply with the laws of the state or country under
which it is organized, and each foreign corporation for
profit having a certificate of authority to transact business
in this State under the provisions of this Act shall comply
with the provisions of this Act with respect to merger or
consolidation of foreign corporations for profit.
(c) The plan of merger or consolidation shall set forth,
in addition to all matters required by Section 11.05 of this
Act, the manner and basis of converting shares of each
merging or consolidating domestic or foreign corporation for
profit into membership or other interests of the surviving or
new domestic not for profit corporation, or into cash, or
into property, or into any combination of the foregoing.
(d) The effect of a merger or consolidation under this
Section shall be the same as in the case of a merger or
consolidation of domestic corporations as set forth in
subsection (a) of Section 11.50 of this Act.
(e) When such merger or consolidation has been effected,
the shares of the corporation or corporations to be converted
under the terms of the plan cease to exist. The holders of
those shares are entitled only to the membership or other
interests, cash, or other property or combination thereof,
into which those shares have been converted in accordance
with the plan, subject to any dissenters' rights under
Section 11.70 of this Act.
(Source: P.A. 85-1269.)
(805 ILCS 5/11.45) (from Ch. 32, par. 11.45)
Sec. 11.45. Recording of certificate and articles of
merger, consolidation or exchange. A copy of the articles of
merger, consolidation or exchange as filed by the Secretary
of State shall be returned to the surviving or new or
acquiring corporation, as the case may be, or to its
representative, and such articles, or a copy thereof
certified by the Secretary of State, shall be filed for
record within the time prescribed by Section 1.10 of this Act
in the office of the Recorder of each county in which the
registered office of each merging or consolidating or
acquiring corporation may be situated, and in the case of a
consolidation, in the office of the Recorder of the county in
which the registered office of the new corporation shall be
situated and, in the case of a share exchange, in the office
of the Recorder of the county in which the registered office
of the corporation whose shares were acquired shall be
situated.
(Source: P.A. 92-33, eff. 7-1-01.)
(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
shareholder for a period of 3 years following the time that
such shareholder became an interested shareholder, unless (1)
prior to such time the board of directors of the corporation
approved either the business combination or the transaction
which resulted in the shareholder becoming an interested
shareholder, or (2) upon consummation of the transaction
which resulted in the shareholder becoming an interested
shareholder, the interested shareholder owned at least 85% of
the voting shares of the corporation outstanding at the time
the transaction commenced, excluding for purposes of
determining the number of shares outstanding those shares
owned (i) by persons who are directors and also officers and
(ii) employee stock plans in which employee participants do
not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or
exchange offer, or (3) at or subsequent to such time the
business combination is approved by the board of directors
and authorized at an annual or special meeting of
shareholders, and not by written consent, by the affirmative
vote of at least 66 2/3% of the outstanding voting shares
which are not owned by the interested shareholder.
(b) The restrictions contained in this Section shall not
apply if:
(1) the corporation's original articles of
incorporation contains a provision expressly electing not
to be governed by this Section;
(2) the corporation, by action of its board of
directors, adopts an amendment to its by-laws within 90
days of the effective date of this amendatory Act of
1989, expressly electing not to be governed by this
Section, which amendment shall not be further amended by
the board of directors;
(3) the corporation, by action of its shareholders,
adopts an amendment to its articles of incorporation or
by-laws expressly electing not to be governed by this
Section, provided that, in addition to any other vote
required by law, such amendment to the articles of
incorporation or by-laws must be approved by the
affirmative vote of a majority of the shares entitled to
vote. An amendment adopted pursuant to this paragraph
shall be effective immediately in the case of a
corporation that both (i) has never had a class of voting
shares that falls within any of the categories set out in
paragraph (4) of this subsection (b) and (ii) has not
elected by a provision in its original articles of
incorporation or any amendment thereto to be governed by
this Section. In all other cases, an amendment adopted
pursuant to this paragraph shall not be effective until
12 months after the adoption of such amendment and shall
not apply to any business combination between such
corporation and any person who became an interested
shareholder of such corporation on or prior to such
adoption. A by-law amendment adopted pursuant to this
paragraph shall not be further amended by the board of
directors;
(4) the corporation does not have a class of voting
shares that is (i) listed on a national securities
exchange, (ii) authorized for quotation on the NASDAQ
Stock Market or (iii) held of record by more than 2,000
shareholders, unless any of the foregoing results from
action taken, directly or indirectly, by an interested
shareholder or from a transaction in which a person
becomes an interested shareholder;
(5) a shareholder becomes an interested shareholder
inadvertently and (i) as soon as practicable divests
itself of ownership of sufficient shares so that the
shareholder ceases to be an interested shareholder and
(ii) would not, at any time within the 3 year period
immediately prior to a business combination between the
corporation and such shareholder, have been an interested
shareholder but for the inadvertent acquisition of
ownership;
(6) the business combination is proposed prior to
the consummation or abandonment of and subsequent to the
earlier of the public announcement or the notice required
hereunder of a proposed transaction which (i) constitutes
one of the transactions described in the second sentence
of this paragraph; (ii) is with or by a person who either
was not an interested shareholder during the previous 3
years or who became an interested shareholder with the
approval of the corporation's board of directors or
during the period described in paragraph (7) of this
subsection (b); and (iii) is approved or not opposed by a
majority of the members of the board of directors then in
office (but not less than 1) who were directors prior to
any person becoming an interested shareholder during the
previous 3 years or were recommended for election or
elected to succeed such directors by a majority of such
directors. The proposed transactions referred to in the
preceding sentence are limited to (x) a merger or
consolidation of the corporation (except for a merger in
respect of which, pursuant to subsection (c) of Section
11.20 of this Act, no vote of the shareholders of the
corporation is required); (y) a sale, lease, exchange,
mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions), whether as part
of a dissolution or otherwise, of assets of the
corporation or of any direct or indirect majority-owned
subsidiary of the corporation (other than to any direct
or indirect wholly-owned subsidiary or to the
corporation) having an aggregate market value equal to
50% or more of either the aggregate market value of all
of the assets of the corporation determined on a
consolidated basis or the aggregate market value of all
the outstanding shares of the corporation; or (z) a
proposed tender or exchange offer for 50% or more of the
outstanding voting shares of the corporation. The
corporation shall give not less than 20 days notice to
all interested shareholders prior to the consummation of
any of the transactions described in clauses (x) or (y)
of the second sentence of this paragraph; or
(7) The business combination is with an interested
shareholder who became an interested shareholder at a
time when the restrictions contained in this Section did
not apply by reason of any of the paragraphs (1) through
(4) of this subsection (b), provided, however, that this
paragraph (7) shall not apply if, at the time the
interested shareholder became an interested shareholder,
the corporation's articles of incorporation contained a
provision authorized by the last sentence of this
subsection (b). Notwithstanding paragraphs (1), (2), (3)
and (4) of this subsection and subparagraph (A) of
paragraph (5) of subsection (c), any domestic corporation
may elect by a provision of its original articles of
incorporation or any amendment thereto to be governed by
this Section, provided that any such amendment to the
articles of incorporation shall not apply to restrict a
business combination between the corporation and an
interested shareholder of the corporation if the
interested shareholder became such prior to the effective
date of the amendment.
(c) As used in this Section 11.75 only, the term:
(1) "Affiliate" means a person that directly, or
indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with,
another person.
(2) "Associate" when used to indicate a
relationship with any person, means (i) any corporation,
partnership, unincorporated association, or other entity
of which such person is a director, officer or partner or
is, directly or indirectly, the owner of 20% or more of
any class of voting shares, (ii) any trust or other
estate in which such person has at least a 20% beneficial
interest or as to which such person serves as trustee or
in a similar fiduciary capacity, and (iii) any relative
or spouse of such person, or any relative of such spouse,
who has the same residence as such person.
(3) "Business combination" when used in reference
to any corporation and any interested shareholder of such
corporation, means:
(A) any merger or consolidation of the
corporation or any direct or indirect majority-owned
subsidiary of the corporation with (i) the
interested shareholder, or (ii) with any other
corporation if the merger or consolidation is caused
by the interested shareholder and as a result of
such merger or consolidation subsection (a) of this
Section is not applicable to the surviving
corporation;
(B) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one
transaction or a series of transactions), except
proportionately as a shareholder of such
corporation, to or with the interested shareholder,
whether as part of a dissolution or otherwise, of
assets of the corporation or of any direct or
indirect majority-owned subsidiary of the
corporation which assets have an aggregate market
value equal to 10% or more of either the aggregate
market value of all the assets of the corporation
determined on a consolidated basis or the aggregate
market value of all the outstanding shares of the
corporation;
(C) any transaction which results in the
issuance or transfer by the corporation or by any
direct or indirect majority-owned subsidiary of the
corporation of any shares of the corporation or of
such subsidiary to the interested shareholder,
except (i) pursuant to the exercise, exchange or
conversion of securities exercisable for,
exchangeable for or convertible into shares of such
corporation or any such subsidiary which securities
were outstanding prior to the time that the
interested shareholder became such, (ii) pursuant to
a dividend or distribution paid or made, or the
exercise, exchange or conversion of securities
exercisable for, exchangeable for or convertible
into shares of such corporation or any such
subsidiary which security is distributed, pro rata
to all holders of a class or series of shares of
such corporation subsequent to the time the
interested shareholder became such, (iii) pursuant
to an exchange offer by the corporation to purchase
shares made on the same terms to all holders of said
shares, or (iv) any issuance or transfer of shares
by the corporation, provided however, that in no
case under clauses (ii), (iii) and (iv) above shall
there be an increase in the interested shareholder's
proportionate share of the shares of any class or
series of the corporation or of the voting shares of
the corporation;
(D) any transaction involving the corporation
or any direct or indirect majority-owned subsidiary
of the corporation which has the effect, directly or
indirectly, of increasing the proportionate share of
the shares of any class or series, or securities
convertible into the shares of any class or series,
of the corporation or of any such subsidiary which
is owned by the interested shareholder, except as a
result of immaterial changes due to fractional share
adjustments or as a result of any purchase or
redemption of any shares of any class or series not
caused, directly or indirectly, by the interested
shareholder; or
(E) any receipt by the interested shareholder
of the benefit, directly or indirectly (except
proportionately as a shareholder of such
corporation) of any loans, advances, guarantees,
pledges, or other financial benefits (other than
those expressly permitted in subparagraphs (A)
through (D) of this paragraph (3)) provided by or
through the corporation or any direct or indirect
majority owned subsidiary; or
(F) any receipt by the interested shareholder
of the benefit, directly or indirectly, (except
proportionately as a shareholder of such
corporation) of any assets, loans, advances,
guarantees, pledges or other financial benefits
(other than those expressly permitted in
subparagraphs (A) through (D) of this paragraph (3))
provided by or through any "defined benefit pension
plan" (as defined in Section 3 of the Employee
Retirement Income Security Act) of the corporation
or any direct or indirect majority owned subsidiary.
(4) "Control", including the term "controlling",
"controlled by" and "under common control with", means
the possession, directly or indirectly, of the power to
direct or cause the direction of the management and
policies of a person, whether through the ownership of
voting shares, by contract or otherwise. A person who is
the owner of 20% or more of the outstanding voting shares
of any corporation, partnership, unincorporated
association, or other entity shall be presumed to have
control of such entity, in the absence of proof by
preponderance of the evidence to the contrary.
Notwithstanding the foregoing, a presumption of control
shall not apply where such person holds voting shares, in
good faith and not for the purpose of circumventing this
Section, as an agent, bank, broker, nominee, custodian or
trustee for one or more owners who do not individually or
as a group have control of such entity.
(5) "Corporation" means a domestic corporation
that:
(A) has any equity securities registered under
Section 12 of the Securities Exchange Act of 1934 or
is subject to Section 15(d) of that Act; and
(B) either
(i) has its principal place of business
or its principal executive office located in
Illinois; or
(ii) owns or controls assets located
within Illinois that have a fair market value
of at least $1,000,000, and
(C) either
(i) has more than 10% of its shareholders
resident in Illinois;
(ii) has more than 10% of its shares
owned by Illinois residents; or
(iii) has 2,000 shareholders resident in
Illinois.
The residence of a shareholder is presumed to be the
address appearing in the records of the corporation.
Shares held by banks (except as trustee, executor or
guardian), securities dealers or nominees are disregarded
for purposes of calculating the percentages and numbers
in this paragraph (5).
(6) "Interested shareholder" means any person
(other than the corporation and any direct or indirect
majority-owned subsidiary of the corporation) that (i) is
the owner of 15% or more of the outstanding voting shares
of the corporation, or (ii) is an affiliate or associate
of the corporation and was the owner of 15% or more of
the outstanding voting shares of the corporation at any
time within the 3 year period immediately prior to the
date on which it is sought to be determined whether such
person is an interested shareholder; and the affiliates
and associates of such person, provided, however, that
the term "interested shareholder" shall not include (x)
any person who (A) owned shares in excess of the 15%
limitation set forth herein as of, or acquired such
shares pursuant to a tender offer commenced prior to the
effective date of this amendatory Act of 1989 or pursuant
to an exchange offer announced prior to the aforesaid
date and commenced within 90 days thereafter and either
(I) continued to own shares in excess of such 15%
limitation or would have but for action by the
corporation or (II) is an affiliate or associate of the
corporation and so continued (or so would have continued
but for action by the corporation) to be the owner of 15%
or more of the outstanding voting shares of the
corporation at any time within the 3-year period
immediately prior to the date on which it is sought to be
determined whether such a person is an interested
shareholder or (B) acquired said shares from a person
described in (A) above by gift, inheritance or in a
transaction in which no consideration was exchanged; or
(y) any person whose ownership of shares in excess of the
15% limitation set forth herein is the result of action
taken solely by the corporation, provided that such
person shall be an interested shareholder if thereafter
such person acquires additional shares of voting shares
of the corporation, except as a result of further
corporate action not caused, directly or indirectly, by
such person. For the purpose of determining whether a
person is an interested shareholder, the voting shares of
the corporation deemed to be outstanding shall include
shares deemed to be owned by the person through
application of paragraph (9) (8) of this subsection, but
shall not include any other unissued shares of such
corporation which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise
of conversion rights, warrants or options, or otherwise.
(7) "Person" means any individual, corporation,
partnership, unincorporated association or other entity.
(7.5) "Shares" means, with respect to any
corporation, capital stock and, with respect to any other
entity, any equity interest.
(8) "Voting shares" means, with respect to any
corporation, shares of any class or series entitled to
vote generally in the election of directors and, with
respect to any entity that is not a corporation, any
equity interest entitled to vote generally in its
election of the governing body of the entity.
(9) "Owner" including the terms "own" and "owned"
when used with respect to any shares means a person that
individually or with or through any of its affiliates or
associates:
(A) beneficially owns such shares, directly or
indirectly; or
(B) has (i) the right to acquire such shares
(whether such right is exercisable immediately or
only after the passage of time) pursuant to any
agreement, arrangement or understanding, or upon the
exercise of conversion rights, exchange rights,
warrants or options, or otherwise; provided,
however, that a person shall not be deemed the owner
of shares tendered pursuant to a tender or exchange
offer made by such person or any of such person's
affiliates or associates until such tendered shares
is accepted for purchase or exchange; or (ii) the
right to vote such shares pursuant to any agreement,
arrangement or understanding; provided, however,
that a person shall not be deemed the owner of any
shares because of such person's right to vote such
shares if the agreement, arrangement or
understanding to vote such shares arises solely from
a revocable proxy or consent given in response to a
proxy or consent solicitation made to 10 or more
persons; or
(C) has any agreement, arrangement or
understanding for the purpose of acquiring, holding,
voting (except voting pursuant to a revocable proxy
or consent as described in clause (ii) of
subparagraph (B) of this paragraph), or disposing of
such shares with any other person that beneficially
owns, or whose affiliates or associates beneficially
own, directly or indirectly, such shares.
(d) No provision of a certificate of incorporation or
by-law shall require, for any vote of shareholders required
by this Section a greater vote of shareholders than that
specified in this Section.
(e) The provisions of this Section 11.75 are severable
and any provision held invalid shall not affect or impair any
of the remaining provisions of this Section.
(Source: P.A. 90-461, eff. 1-1-98.)
(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
required by this Act before the first day of the anniversary
month or, in the case of a corporation which has established
an extended filing month, the extended filing month of the
corporation of the year in which such annual report becomes
due and such franchise tax becomes payable;
(b) it has failed to file in the office of the Secretary
of State any report after the expiration of the period
prescribed in this Act for filing such report;
(c) it has failed to pay any fees, franchise taxes, or
charges prescribed by this Act;
(d) it has misrepresented any material matter in any
application, report, affidavit, or other document filed by
the corporation pursuant to this Act; or
(e) it has failed to appoint and maintain a registered
agent in this State;.
(f) it has tendered payment to the Secretary of State
which is returned due to insufficient funds, a closed
account, or for any other reason, and acceptable payment has
not been subsequently tendered;
(g) upon the failure of an officer or director to whom
interrogatories have been propounded by the Secretary of
State as provided in this Act, to answer the same fully and
to file such answer in the office of the Secretary of State;
or
(h) if the answer to such interrogatories discloses, or
if the fact is otherwise ascertained, that the proportion of
the sum of the paid-in capital of such corporation
represented in this State is greater than the amount on which
such corporation has theretofore paid fees and franchise
taxes, and the deficiency therein is not paid.
(Source: P.A. 92-33, eff. 7-1-01.)
(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
mail to each delinquent corporation a Notice of Delinquency
to its registered office, or, if the corporation has failed
to maintain a registered office, then to the president or
other principal officer at the last known office of said
officer.
(b) If the corporation does not correct the default
described in paragraphs (a) through (e) of Section 12.35
within 90 days following such notice, the Secretary of State
shall thereupon dissolve the corporation by issuing a
certificate of dissolution that recites the ground or grounds
for dissolution and its effective date. If the corporation
does not correct the default described in paragraphs (f)
through (h) of Section 12.35, within 30 days following such
notice, the Secretary of State shall thereupon dissolve the
corporation by issuing a certificate of dissolution as herein
prescribed. The Secretary of State shall file the original of
the certificate in his or her office, mail one copy to the
corporation at its registered office or, if the corporation
has failed to maintain a registered office, then to the
president or other principal officer at the last known office
of said officer, and file one copy for record in the office
of the recorder of the county in which the registered office
of the corporation in this State is situated, to be recorded
by such recorder. The recorder shall submit for payment to
the Secretary of State, on a quarterly basis, the amount of
filing fees incurred.
(c) The administrative dissolution of a corporation
terminates its corporate existence and such a dissolved
corporation shall not thereafter carry on any business,
provided however, that such a dissolved corporation may take
all action authorized under Section 12.75 or necessary to
wind up and liquidate its business and affairs under Section
12.30.
(Source: P.A. 84-924.)
(805 ILCS 5/13.40) (from Ch. 32, par. 13.40)
Sec. 13.40. Amended certificate of 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 desires to pursue in this State other
or additional purposes than those set forth in its prior
application for authority, by making application therefor to
the Secretary of State.
The application shall set forth:
(1) The name of the corporation, with any additions
required in order to comply with Section 4.05 of this
Act, together with the state or country under the laws of
which it is organized.
(2) The change to be effected.
(Source: P.A. 92-33, eff. 7-1-01.)
(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 such withdrawal, the foreign corporation shall
either:
(a) execute and file in duplicate, in accordance
with Section 1.10 of this Act, an application for
withdrawal and a final report, which shall set forth:
(1) that no proportion of its issued shares
is, on the date of the application, represented by
business transacted or property located in this
State;
(2) that it surrenders its authority to
transact business in this State;
(3) that it revokes the authority of its
registered agent in this State to accept service of
process and consents that service of process in any
suit, action, or proceeding based upon any cause of
action arising in this State during the time the
corporation was licensed to transact business in
this State may thereafter be made on the corporation
by service on the Secretary of State;
(4) a post-office address to which may be
mailed a copy of any process against the corporation
that may be served on the Secretary of State;
(5) the name of the corporation and the state
or country under the laws of which it is organized;
(6) a statement of the aggregate number of
issued shares of the corporation itemized by
classes, and series, if any, within a class, as of
the date of the final report;
(7) a statement of the amount of paid-in
capital of the corporation as of the date of the
final report; and
(8) such additional information as may be
necessary or appropriate in order to enable the
Secretary of State to determine and assess any
unpaid fees or franchise taxes payable by the
foreign corporation as prescribed in this Act; or
(b) if it has been dissolved, file a copy of the
articles of dissolution duly authenticated by the proper
officer of the state or country under the laws of which
the corporation was organized; or.
(c) if it has been the non-survivor of a statutory
merger and the surviving corporation was a foreign
corporation which had not obtained authority to transact
business in this State, file a copy of the articles of
merger duly authenticated by the proper officer of the
state or country under the laws of which the corporation
was organized.
The application for withdrawal and the final report shall
be made on forms prescribed and furnished by the Secretary of
State.
When the corporation has complied with subsection (a) of
this Section, the Secretary of State shall file the
application for withdrawal and mail a copy of the application
to the corporation or its representative. If the provisions
of subsection (b) of this Section have been followed, the
Secretary of State shall file the copy of the articles of
dissolution in his or her office.
Upon the filing of the application for withdrawal or copy
of the articles of dissolution, the authority of the
corporation to transact business in this State shall cease.
(Source: P.A. 91-464, eff. 1-1-00; 92-16, eff. 6-28-01;
92-33, eff. 7-1-01.)
(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 have been propounded by the Secretary of
State as provided in this Act, to answer the same fully and
to file such answer in the office of the Secretary of State.
(b) If the answer to such interrogatories discloses, or
if the fact is otherwise ascertained, that the proportion of
the sum of the paid-in capital of such corporation
represented in this State is greater than the amount on which
such corporation has theretofore paid fees and franchise
taxes, and the deficiency therein is not paid.
(c) If the corporation for a period of one year has
transacted no business and has had no tangible property in
this State as revealed by its annual reports.
(d) Upon the failure of the corporation to keep on file
in the office of the Secretary of State duly authenticated
copies of each amendment to its articles of incorporation.
(e) Upon the failure of the corporation to appoint and
maintain a registered agent in this State.
(f) Upon the failure of the corporation to file for
record in the office of the recorder of the county in which
its registered office is situated, any appointment of
registered agent.
(g) Upon the failure of the corporation to file any
report after the period prescribed by this Act for the filing
of such report.
(h) Upon the failure of the corporation to pay any fees,
franchise taxes, or charges prescribed by this Act.
(i) For misrepresentation of any material matter in any
application, report, affidavit, or other document filed by
such corporation pursuant to this Act.
(j) Upon the failure of the corporation to renew its
assumed name or to apply to change its assumed name pursuant
to the provisions of this Act, when the corporation can only
transact business within this State under its assumed name in
accordance with the provisions of Section 4.05 of this Act.
(k) When under the provisions of the "Consumer Fraud and
Deceptive Business Practices Act" a court has found that the
corporation substantially and willfully violated such Act.
(l) Upon tender of payment to the Secretary of State
which is subsequently returned due to insufficient funds, a
closed account, or any other reason, and acceptable payment
has not been subsequently tendered.
(Source: P.A. 92-33, eff. 7-1-01.)
(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 mail to each delinquent corporation a Notice of
Delinquency to its registered office, or, if the corporation
has failed to maintain a registered office, then to the
president or other principal officer at the last known office
of said officer.
(b) If the corporation does not correct the default
described in paragraphs (c) through (k) of Section 13.50
within 90 days following such notice, the Secretary of State
shall thereupon revoke the authority of the corporation by
issuing a certificate of revocation that recites the grounds
for revocation and its effective date. If the corporation
does not correct the default described in paragraph (a), (b),
or (l) of Section 13.50, within 30 days following such
notice, the Secretary of State shall thereupon revoke the
authority of the corporation by issuing a certificate of
revocation as herein prescribed. The Secretary of State shall
file the original of the certificate in his or her office,
mail one copy to the corporation at its registered office
or, if the corporation has failed to maintain a registered
office, then to the president or other principal officer at
the last known office of said officer, and file one copy for
record in the office of the recorder of the county in which
the registered office of the corporation in this State is
situated, to be recorded by such recorder. The recorder shall
submit for payment to the Secretary of State, on a quarterly
basis, the amount of filing fees incurred.
(c) Upon the issuance of the certificate of revocation,
the authority of the corporation to transact business in this
State shall cease and such revoked corporation shall not
thereafter carry on any business in this State.
(Source: P.A. 92-33, eff. 7-1-01.)
(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 this Article 13, by
reason of carrying on in this State any one or more of the
following activities:
(1) maintaining, defending, or settling any
proceeding;
(2) holding meetings of the board of directors or
shareholders or carrying on other activities concerning
internal corporate affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the
transfer, exchange, and registration of the corporation's
own securities or maintaining trustees or depositaries
with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail
or through employees or agents or otherwise, if orders
require acceptance outside this State before they become
contracts;
(7) (blank) creating or acquiring indebtedness,
mortgages, and security interests in real or personal
property;
(8) (blank) securing or collecting debts or
enforcing mortgages and security interests in property
securing the debts;
(9) owning, without more, real or personal
property;
(10) conducting an isolated transaction that is
completed within 120 days and that is not one in the
course of repeated transactions of a like nature; or
(11) having a corporate officer or director who is
a resident of this State.
(Source: P.A. 90-421, eff. 1-1-98.)
(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, building and loan associations, banks and
insurance companies (which includes a syndicate or limited
syndicate regulated under Article V 1/2 of the Illinois
Insurance Code or member of a group of underwriters regulated
under Article V of that Code), and each foreign corporation
(except members of a group of underwriters regulated under
Article V of the Illinois Insurance Code) authorized to
transact business in this State, shall file, within the time
prescribed by this Act, an annual report setting forth:
(a) The name of the corporation.
(b) The address, including street and number, or
rural route number, of its registered office in this
State, and the name of its registered agent at that
address and a statement of change of its registered
office or registered agent, or both, if any.
(c) The address, including street and number, or
rural route number, of its principal office.
(d) The names and respective business addresses,
including street and number, or rural route number, of
its directors and officers.
(e) A statement of the aggregate number of shares
which the corporation has authority to issue, itemized by
classes and series, if any, within a class.
(f) A statement of the aggregate number of issued
shares, itemized by classes, and series, if any, within a
class.
(g) A statement, expressed in dollars, of the
amount of paid-in capital of the corporation as defined
in this Act.
(h) Either a statement that (1) all the property of
the corporation is located in this State and all of its
business is transacted at or from places of business in
this State, or the corporation elects to pay the annual
franchise tax on the basis of its entire paid-in capital,
or (2) a statement, expressed in dollars, of the value of
all the property owned by the corporation, wherever
located, and the value of the property located within
this State, and a statement, expressed in dollars, of the
gross amount of business transacted by the corporation
and the gross amount thereof transacted by the
corporation at or from places of business in this State
as of the close of its fiscal year on or immediately
preceding the last day of the third month prior to the
anniversary month or in the case of a corporation which
has established an extended filing month, as of the close
of its fiscal year on or immediately preceding the last
day of the third month prior to the extended filing
month; however, in the case of a domestic corporation
that has not completed its first fiscal year, the
statement with respect to property owned shall be as of
the last day of the third month preceding the anniversary
month and the statement with respect to business
transacted shall be furnished for the period between the
date of incorporation and the last day of the third month
preceding the anniversary month. In the case of a
foreign corporation that has not been authorized to
transact business in this State for a period of 12 months
and has not commenced transacting business prior to
obtaining authority, the statement with respect to
property owned shall be as of the last day of the third
month preceding the anniversary month and the statement
with respect to business transacted shall be furnished
for the period between the date of its authorization to
transact business in this State and the last day of the
third month preceding the anniversary month. If the data
referenced in item (2) of this subsection is not
completed, the franchise tax provided for in this Act
shall be computed on the basis of the entire paid-in
capital.
(i) A statement, including the basis therefor, of
status as a "minority owned business" or as a "female
owned business" as those terms are defined in the
Business Enterprise for Minorities, Females, and Persons
with Disabilities Act.
(j) Additional information as may be necessary or
appropriate in order to enable the Secretary of State to
administer this Act and to verify the proper amount of
fees and franchise taxes payable by the corporation.
The annual report shall be made on forms prescribed and
furnished by the Secretary of State, and the information
therein required by paragraphs (a) through (d), both
inclusive, of this Section, shall be given as of the date of
the execution of the annual report and the information
therein required by paragraphs (e), (f) and (g) of this
Section shall be given as of the last day of the third month
preceding the anniversary month, except that the information
required by paragraphs (e), (f) and (g) shall, in the case of
a corporation which has established an extended filing month,
be given in its final transition annual report and each
subsequent annual report as of the close of its fiscal year
immediately preceding its extended filing month. It shall be
executed by the corporation by its president, a
vice-president, secretary, assistant secretary, treasurer or
other officer duly authorized by the board of directors of
the corporation to execute those reports, and verified by him
or her, or, if the corporation is in the hands of a receiver
or trustee, it shall be executed on behalf of the corporation
and verified by the receiver or trustee.
(Source: P.A. 91-593, eff. 8-14-99; 92-16, eff. 6-28-01;
92-33, eff. 7-1-01.)
(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 and issuing certificates.
(b) License fees.
(c) Franchise taxes.
(d) Miscellaneous charges.
(e) Fees for filing annual reports.
(Source: P.A. 83-1025.)
(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, $75.
(b) Filing articles of amendment, $25, unless the
amendment is a restatement of the articles of incorporation,
in which case the fee shall be $100.
(c) Filing articles of merger or consolidation, $100,
but if the merger or consolidation involves more than 2
corporations, $50 for each additional corporation.
(d) Filing articles of share exchange, $100.
(e) Filing articles of dissolution, $5.
(f) Filing application to reserve a corporate name, $25.
(g) Filing a notice of transfer of a reserved corporate
name, $25.
(h) Filing statement of change of address of registered
office or change of registered agent, or both, if other than
on an annual report, $5.
(i) Filing statement of the establishment of a series of
shares, $25.
(j) Filing an application of a foreign corporation for
authority to transact business in this State, $75.
(k) Filing an application of a foreign corporation for
amended authority to transact business in this State, $25.
(l) Filing a copy of amendment to the articles of
incorporation of a foreign corporation holding authority to
transact business in this State, $25, unless the amendment is
a restatement of the articles of incorporation, in which case
the fee shall be $100.
(m) Filing a copy of articles of merger of a foreign
corporation holding a certificate of authority to transact
business in this State, $100, but if the merger involves more
than 2 corporations, $50 for each additional corporation.
(n) Filing an application for withdrawal and final
report or a copy of articles of dissolution of a foreign
corporation, $25.
(o) Filing an annual report, interim annual report, or
final transition annual report of a domestic or foreign
corporation, $25.
(p) Filing an application for reinstatement of a
domestic or a foreign corporation, $100.
(q) Filing an application for use of an assumed
corporate name, $150 for each year or part thereof ending in
0 or 5, $120 for each year or part thereof ending in 1 or 6,
$90 for each year or part thereof ending in 2 or 7, $60 for
each year or part thereof ending in 3 or 8, $30 for each year
or part thereof ending in 4 or 9, between the date of filing
the application and the date of the renewal of the assumed
corporate name; and a renewal fee for each assumed corporate
name, $150.
(r) To change an assumed corporate name for the period
remaining until the renewal date of the original assumed
name, $25.
(s) Filing an application for cancellation of an assumed
corporate name, $5.
(t) Filing an application to register the corporate name
of a foreign corporation, $50; and an annual renewal fee for
the registered name, $50.
(u) Filing an application for cancellation of a
registered name of a foreign corporation, $25.
(v) Filing a statement of correction, $25.
(w) Filing a petition for refund or adjustment, $5.
(x) Filing a statement of election of an extended filing
month, $25.
(y) Filing any other statement or report, $5.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 5/15.80) (from Ch. 32, par. 15.80)
Sec. 15.80. Computation and collection of annual
franchise taxes - proceeding for dissolution or revocation if
not paid.
(a) It shall be the duty of the Secretary of State to
collect all annual franchise taxes, and penalties, and
interest imposed by or payable in accordance with this Act.
(b) During the calendar year 1983, each corporation must
pay its annual franchise tax within 60 days preceding July 1,
1983, for the taxable year beginning July 1, 1983 to each
corporation's anniversary month in 1984; thereafter, within
60 days prior to the first day of the anniversary month or,
in cases where a corporation has established an extended
filing month, the extended filing month each year the
Secretary of State shall collect from each corporation,
domestic or foreign, required to file an annual report in
such year, the franchise tax payable by it for the 12 months'
period commencing on the first day of the anniversary month
or, in cases where a corporation has established an extended
filing month, the extended filing month of such year or, in
the case of a corporation which has filed a statement of
election of an extended filing date, the interim period
resulting therefrom in accordance with the foregoing
provisions; and, if it has failed to file its annual report
and pay its franchise tax within the time prescribed by this
Act, the penalties and interest will be imposed pursuant to
this Act upon such corporation for its failure so to do; and
the Secretary of State shall mail a written notice to each
corporation against which such tax is payable, addressed to
such corporation at its registered office in this State,
notifying the corporation: (1) of the amount of franchise tax
payable for the taxable year and the amount of penalties and
interest due for failure to file its annual report and pay
its franchise tax; and (2) that such tax and penalties and
interest shall be payable to the Secretary of State. Failure
to receive such notice shall not relieve the corporation of
its obligation to pay the tax and any penalties and any
interest due or invalidate the validity thereof.
(c) All annual franchise taxes for the taxable year
commencing on July 1, 1983 to the anniversary month of each
corporation in 1984 shall be due and payable by July 1, 1983.
Beginning with January 1984, all annual reports, fees, and
franchise taxes shall be due and payable prior to the first
day of the anniversary month or, in the case of a corporation
which has established an extended filing month subsequent to
January 1, 1991, the extended filing month of each
corporation each year. If the annual franchise tax due from
any corporation subject to the provisions of this Act
together with all penalties and interest imposed thereon,
shall not be paid to the Secretary of State before the date
of the year in which such tax is due and payable, the
Secretary of State shall proceed under Section 12.40 of this
Act for the dissolution of a domestic corporation or under
Section 13.55 for revocation of a foreign corporation.
(d) For the purpose of enforcing collection, all annual
franchise taxes payable in accordance with this Act, and all
penalties due thereon and all interest and costs that shall
accrue in connection with the collection thereof, shall be a
prior and first lien on the real and personal property of the
corporation from and including the date of the year when such
franchise taxes become due and payable until such taxes,
penalties, interest, and costs shall have been paid.
(Source: P.A. 91-464, eff. 1-1-00.)
(805 ILCS 5/15.95) (from Ch. 32, par. 15.95)
Sec. 15.95. Department of Business Services Special
Operations Fund.
(a) A special fund in the State treasury known as the
Division of Corporations Special Operations Fund is renamed
the Department of Business Services Special Operations Fund.
Moneys deposited into the Fund shall, subject to
appropriation, be used by the Department of Business Services
of the Office of the Secretary of State, hereinafter
"Department", to create and maintain the capability to
perform expedited services in response to special requests
made by the public for same day or 24 hour service. Moneys
deposited into the Fund shall be used for, but not limited
to, expenditures for personal services, retirement, social
security, contractual services, equipment, electronic data
processing, and telecommunications.
(b) The balance in the Fund at the end of any fiscal
year shall not exceed $400,000 and any amount in excess
thereof shall be transferred to the General Revenue Fund.
(c) All fees payable to the Secretary of State under
this Section shall be deposited into the Fund. No other fees
or taxes collected under this Act shall be deposited into the
Fund.
(d) "Expedited services" means services rendered within
the same day, or within 24 hours from the time, the request
therefor is submitted by the filer, law firm, service
company, or messenger physically in person or, at the
Secretary of State's discretion, by electronic means, to the
Department's Springfield Office and includes requests for
certified copies, photocopies, and certificates of good
standing or fact made to the Department's Springfield Office
in person or by telephone, or requests for certificates of
good standing or fact made in person or by telephone to the
Department's Chicago Office.
(e) Fees for expedited services shall be as follows:
Restatement of articles, $100;
Merger, consolidation or exchange, $100;
Articles of incorporation, $50;
Articles of amendment, $50;
Revocation of dissolution, $50;
Reinstatement, $50;
Application for authority, $50;
Cumulative report of changes in issued shares or paid-in
capital, $50;
Report following merger or consolidation, $50;
Certificate of good standing or fact, $10;
All other filings, copies of documents, annual reports
filed on or after January 1, 1984 for the 3 preceding years,
and copies of documents of dissolved or revoked corporations
having a file number over 5199, $25.
(f) Expedited services shall not be available for a
statement of correction, a petition for refund or adjustment,
or a request involving more than 3 year's annual reports
filed before January 1, 1984 or involving dissolved
corporations with a file number below 5200.
(Source: P.A. 91-463, eff. 1-1-00; 92-33, eff. 7-1-01.)
(805 ILCS 5/15.97) (from Ch. 32, par. 15.97)
Sec. 15.97. Corporate Franchise Tax Refund Fund.
(a) Beginning July 1, 1993, a percentage of the amounts
collected under Sections 15.35, 15.45, 15.65, and 15.75 of
this Act shall be deposited into the Corporate Franchise Tax
Refund Fund, a special Fund hereby created in the State
treasury. From July 1, 1993, until December 31, 1994, there
shall be deposited into the Fund 3% of the amounts received
under those Sections. Beginning January 1, 1995, and for
each fiscal year beginning thereafter, 2% of the amounts
collected under those Sections during the preceding fiscal
year shall be deposited into the Fund.
(b) Beginning July 1, 1993, moneys in the Fund shall be
expended exclusively for the purpose of paying refunds
payable because of overpayment of franchise taxes, penalties,
or interest under Sections 13.70, 15.35, 15.45, 15.65, and
15.75, and 16.05 of this Act and making transfers authorized
under this Section. Refunds in accordance with the
provisions of subsections (f) and (g) of Section 1.15 and
Section 1.17 of this Act may be made from the Fund only to
the extent that amounts collected under Sections 15.35,
15.45, 15.65, and 15.75 of this Act have been deposited in
the Fund and remain available. Within a reasonable time
after the 30th day of June of each year, the Secretary of
State shall direct and the Comptroller shall order
transferred to the General Revenue Fund all amounts in excess
of $100,000 remaining in the fund as of June 30.
(c) This Act shall constitute an irrevocable and
continuing appropriation from the Corporate Franchise Tax
Refund Fund for the purpose of paying refunds upon the order
of the Secretary of State in accordance with the provisions
of this Section.
(Source: P.A. 89-570, eff. 7-26-96.)
Section 15. The General Not For Profit Corporation Act
is amended by changing Sections 101.15, 102.10, 105.20,
111.37, 112.40, 113.40, 113.50, 113.55, 114.05, 115.10, and
115.20 as follows:
(805 ILCS 105/101.15) (from Ch. 32, par. 101.15)
Sec. 101.15. Statement of correction.
(a) Whenever any instrument authorized to be filed with
the Secretary of State under any provision of this Act has
been so filed and, as of the date of the action therein
referred to, contains any misstatement of fact, typographical
error, error of transcription or any other error or defect,
or was defectively or erroneously executed, such instrument
may be corrected by filing, in accordance with Section 101.10
of this Act, a statement of correction.
(b) A statement of correction shall set forth:
(1) The name or names of the corporation or
corporations and the State or country under the laws of
which each is organized.
(2) The title of the instrument being corrected and
the date it was filed by the Secretary of State.
(3) The inaccuracy, error or defect to be corrected
and the portion of the instrument in corrected form.
(c) A statement of correction shall be executed in the
same manner in which the instrument being corrected was
required to be executed.
(d) The corrected instrument shall be effective as of
the date the original instrument was filed.
(e) A statement of correction shall not:
(1) Effect any change or amendment of articles
which would not in all respects have complied with the
requirements of this Act;
(2) Take the place of any document, statement or
report otherwise required to be filed by this Act;
(3) Affect any right or liability accrued or
incurred before such filing, except that any right or
liability accrued or incurred by reason of the error or
defect being corrected shall be extinguished by such
filing if the person having such right has not
detrimentally relied on the original instrument;
(4) Alter the provisions of the articles of
incorporation with respect to the corporation name or
purpose or the names and addresses of the incorporators
or initial directors;
(5) Alter the provisions of the application for
certificate of authority of a foreign corporation with
respect to the corporation name;
(6) Alter the provisions of the application to
adopt or change an assumed corporate name with respect to
the assumed corporate name; or
(7) Alter the wording of any resolution which was
in fact adopted by the board of directors or by the
members entitled to vote.
(Source: P.A. 91-527, eff. 1-1-00.)
(805 ILCS 105/102.10) (from Ch. 32, par. 102.10)
Sec. 102.10. Articles of Incorporation. The articles of
incorporation shall be executed and filed in duplicate in
accordance with Section 101.10 of this Act.
(a) The articles of incorporation must set forth:
(1) A corporate name for the corporation that
satisfies the requirements of this Act;
(2) The specific purpose or purposes for which the
corporation is organized, from among the purposes
authorized in Section 103.05 of this Act;
(3) The address of the corporation's initial
registered office and the name of its initial registered
agent at that office;
(4) The name and address of each incorporator;
(5) The number of directors constituting the first
board of directors and the names and the addresses of
each such director;
(6) With respect to any organization a purpose of
which is to function as a club, as defined in Section
1-3.24 of "The Liquor Control Act of 1934", as now or
hereafter amended, a statement that it will comply with
the State and local laws and ordinances relating to
alcoholic liquors;
(7) Whether the corporation is a condominium
association as established under the Condominium Property
Act, a cooperative housing corporation defined in Section
216 of the Internal Revenue Code of 1954 or a homeowner
association which administers a common-interest community
as defined in subsection (c) of Section 9-102 of the Code
of Civil Procedure.
(b) The articles of incorporation may set forth:
(1) Provisions not inconsistent with law with
respect to:
(i) Managing and regulating the affairs of the
corporation, including any provision for
distribution of assets on final dissolution;
(ii) Providing that the corporation shall have
no members, or shall have one or more classes of
members;
(iii) Limiting, enlarging or denying the right
of the members of any class or classes of members,
to vote;
(iv) Defining, limiting, and regulating the
rights, powers and duties of the corporation, its
officers, directors and members; or
(v) Superseding any provision of this Act that
requires for approval of corporation action a
two-thirds vote of members or class of members
entitled to vote by specifying any smaller or larger
vote requirement not less than a majority of the
votes which members entitled to vote on a matter
shall vote, either in person or by proxy, at a
meeting at which there is a quorum.
(2) Any provision that under this Act is required
or permitted to be set forth in the articles of
incorporation or bylaws.
(c) The articles of incorporation need not set forth any
of the corporate powers enumerated in this Act.
(d) The duration of a corporation is perpetual unless
otherwise specified in the articles of incorporation.
(e) When the provisions of this Section have been
complied with, the Secretary of State shall file the articles
of incorporation.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/105.20) (from Ch. 32, par. 105.20)
Sec. 105.20. Change of Address of Registered Agent.
(a) A registered agent may change the address of the
registered office of the domestic corporation or of the
foreign corporation, for which he or she or it is registered
agent, to another address in this State, by so indicating in
the statement of change on the annual report of the
corporation filed under Section 114.10 of this Act or by
filing, in duplicate, in accordance with Section 101.10 of
this Act a statement setting forth:
(1) the name of the corporation;
(2) the address, including street and number, or
rural route number, of its then registered office;
(3) the address, including street and number, or
rural route number, to which the registered office is to
be changed;
(4) the name of its registered agent;
(5) that the address of its registered office and
the address of the business office of its registered
agent, as changed, will be identical.
(b) Such statement shall be executed by the registered
agent.
(c) The change of address of the registered office shall
become effective upon the filing of such statement by the
Secretary of State.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/111.37) (from Ch. 32, par. 111.37)
Sec. 111.37. Merger or consolidation 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 corporations or consolidate into a new
domestic corporation, provided that such merger or
consolidation is permitted by the laws of the state or
country under which each such foreign corporation for profit
is organized.
(b) Each domestic corporation shall comply with the
provisions of this Act with respect to the merger or
consolidation of domestic corporations, each domestic
corporation for profit shall comply with the provisions of
the Business Corporation Act of 1983, as amended, with
respect to merger or consolidation of domestic corporations
for profit, each foreign corporation for profit shall comply
with the laws of the State or country under which it is
organized, and each foreign corporation for profit having a
certificate of authority to transact business in this State
under the provisions of the Business Corporation Act of 1983,
as amended, shall comply with the provisions of such Act with
respect to merger or consolidation of foreign corporations
for profit.
(c) The plan of merger or consolidation shall set forth,
in addition to all matters required by Section 111.05 of this
Act, the manner and basis of converting shares of each
merging or consolidating domestic or foreign corporation for
profit into membership or other interests of the surviving or
new domestic corporation, or into cash, or into property, or
into any combination of the foregoing.
(d) The effect of a merger or consolidation under this
Section shall be the same as in the case of a merger or
consolidation of domestic corporations.
(Source: P.A. 84-1423.)
(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
send by regular mail to each delinquent corporation a Notice
of Delinquency to its registered office, or, if the
corporation has failed to maintain a registered office, then
to the president or other principal officer at the last known
office of said officer.
(b) If the corporation does not correct the default
within 90 days following such notice, the Secretary of State
shall thereupon dissolve the corporation by issuing a
certificate of dissolution that recites the ground or grounds
for dissolution and its effective date. The Secretary of
State shall file the original of the certificate in his or
her office, mail one copy to the corporation at its
registered office or, if the corporation has failed to
maintain a registered office, then to the president or other
principal officer at the last known office of said officer,
and file one copy for record in the office of the Recorder of
the county in which the registered office of the corporation
in this State is situated, to be recorded by such Recorder.
The Recorder shall submit for payment, on a quarterly basis,
to the Secretary of State the amount of filing fees incurred.
(c) The administrative dissolution of a corporation
terminates its corporate existence and such a dissolved
corporation shall not thereafter carry on any affairs,
provided however, that such a dissolved corporation may take
all action authorized under Section 112.75 of this Act or
necessary to wind up and liquidate its affairs under Section
112.30 of this Act.
(Source: P.A. 84-1423.)
(805 ILCS 105/113.40) (from Ch. 32, par. 113.40)
Sec. 113.40. Amended certificate of authority. A
foreign corporation authorized to conduct affairs in this
State shall secure an amended authority to do so in the event
it changes its corporate name, changes the duration of its
corporate existence, or desires to pursue in this State other
or additional purposes than those set forth in its prior
application for authority, by making application to the
Secretary of State.
The application shall set forth:
(1) The name of the corporation, with any additions
required in order to comply with Section 104.05 of this
Act, together with the state or country under the laws of
which it is organized.
(2) The change to be effected.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/113.50) (from Ch. 32, par. 113.50)
Sec. 113.50. Grounds for revocation of certificate of
authority.
(a) The authority of a foreign corporation to conduct
affairs in this State may be revoked by the Secretary of
State:
(1) Upon the failure of an officer or director to
whom interrogatories have been propounded by the
Secretary of State, as provided in this Act, to answer
the same fully and to file such answer in the office of
the Secretary of State;
(2) If the certificate of authority of the
corporation was procured through fraud practiced upon the
State;
(3) If the corporation has continued to exceed or
abuse the authority conferred upon it by this Act;
(4) Upon the failure of the corporation to keep on
file in the office of the Secretary of State duly
authenticated copies of each amendment to its articles or
incorporation;
(5) Upon the failure of the corporation to appoint
and maintain a registered agent in this State;
(6) Upon the failure of the corporation to file any
report after the period prescribed by this Act for the
filing of such report;
(7) Upon the failure of the corporation to pay any
fees or charges prescribed by this Act;
(8) For misrepresentation of any material matter in
any application, report, affidavit, or other document
filed by such corporation pursuant to this Act;
(9) Upon the failure of the corporation to renew
its assumed name or to apply to change its assumed name
pursuant to the provisions of this Act, when the
corporation can only conduct affairs within this State
under its assumed name in accordance with the provisions
of Section 104.05 of this Act;
(10) Upon notification from the local liquor
commissioner, pursuant to Section 4-4(3) of "The Liquor
Control Act of 1934," as now or hereafter amended, that a
foreign corporation functioning as a club in this State
has violated that Act by selling or offering for sale at
retail alcoholic liquors without a retailer's license; or
(11) When, in an action by the Attorney General,
under the provisions of the "Consumer Fraud and Deceptive
Business Practices Act", or "An Act to regulate
solicitation and collection of funds for charitable
purposes, providing for violations thereof, and making an
appropriation therefor", approved July 26, 1963, as
amended, or the "Charitable Trust Act", a court has found
that the corporation substantially and willfully violated
any of such Acts.
(b) The enumeration of grounds for revocation in
paragraphs (1) through (11) of subsection (a) shall not
preclude any action by the Attorney General which is
authorized by any other statute of the State of Illinois or
the common law.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
Sec. 113.55. Procedure for revocation of certificate of
authority.
(a) After the Secretary of State determines that one or
more grounds exist under Section 113.50 of this Act for the
revocation of authority of a foreign corporation, he or she
shall send by regular mail to each delinquent corporation a
Notice of Delinquency to its registered office, or, if the
corporation has failed to maintain a registered office, then
to the president or other principal officer at the last known
office of said officer.
(b) If the corporation does not correct the default
within 90 days following such notice, the Secretary of State
shall thereupon revoke the certificate of authority of the
corporation by issuing a certificate of revocation that
recites the grounds for revocation and its effective date.
The Secretary of State shall file the original of the
certificate in his or her office, mail one copy to the
corporation at its registered office or, if the corporation
has failed to maintain a registered office, then to the
president or other principal officer at the last known office
of said officer, and file one copy for record in the office
of the Recorder of the county in which the registered office
of the corporation in this State is situated, to be recorded
by such Recorder. The Recorder shall submit for payment, on a
quarterly basis, to the Secretary of State the amount of
filing fees incurred.
(c) Upon the issuance of the certificate of revocation,
the authority of the corporation to conduct affairs in this
State shall cease and such revoked corporation shall not
thereafter conduct any affairs in this State.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/114.05) (from Ch. 32, par. 114.05)
Sec. 114.05. Annual report of domestic or foreign
corporation. Each domestic corporation organized under this
Act, and each foreign corporation authorized to conduct
affairs in this State, shall file, within the time prescribed
by this Act, an annual report setting forth:
(a) The name of the corporation.
(b) The address, including street and number, or rural
route number, of its registered office in this State, and the
name of its registered agent at such address and a statement
of change of its registered office or registered agent, or
both, if any.
(c) The address, including street and number, if any, of
its principal office.
(d) The names and respective business addresses,
including street and number, or rural route number, of its
directors and officers.
(e) A brief statement of the character of the affairs
which the corporation is actually conducting from among the
purposes authorized in Section 103.05 of this Act.
(f) Whether the corporation is a Condominium Association
as established under the Condominium Property Act, a
Cooperative Housing Corporation defined in Section 216 of the
Internal Revenue Code of 1954 or a Homeowner Association
which administers a common-interest community as defined in
subsection (c) of Section 9-102 of the Code of Civil
Procedure.
(g) Such additional information as may be necessary or
appropriate in order to enable the Secretary of State to
administer this Act and to verify the proper amount of fees
payable by the corporation.
Such annual report shall be made on forms prescribed and
furnished by the Secretary of State, and the information
therein required by subsections (a) to (d), both inclusive,
of this Section, shall be given as of the date of the
execution of the annual report. It shall be executed by the
corporation by any authorized officer and verified by him or
her, or, if the corporation is in the hands of a receiver or
trustee, it shall be executed on behalf of the corporation
and verified by such receiver or trustee.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/115.10) (from Ch. 32, par. 115.10)
Sec. 115.10. Fees for filing documents and issuing
certificates. The Secretary of State shall charge and collect
for:
(a) Filing articles of incorporation, $50.
(b) Filing articles of amendment, $25, unless the
amendment is a restatement of the articles of incorporation,
in which case the fee shall be $100.
(c) Filing articles of merger or consolidation, $25.
(d) Filing articles of dissolution, $5.
(e) Filing application to reserve a corporate name, $25.
(f) Filing a notice of transfer or cancellation of a
reserved corporate name, $25.
(g) Filing statement of change of address of registered
office or change of registered agent, or both, if other than
on an annual report, $5.
(h) Filing an application of a foreign corporation for
authority to conduct affairs in this State, $50.
(i) Filing an application of a foreign corporation for
amended authority to conduct affairs in this State, $25.
(j) Filing a copy of amendment to the articles of
incorporation of a foreign corporation holding authority to
conduct affairs in this State, $25, unless the amendment is a
restatement of the articles of incorporation, in which case
the fee shall be $100.
(k) Filing a copy of articles of merger of a foreign
corporation holding authority to conduct affairs in this
State, $25.
(l) Filing an application for withdrawal and final
report or a copy of articles of dissolution of a foreign
corporation, $5.
(m) Filing an annual report of a domestic or foreign
corporation, $5.
(n) Filing an application for reinstatement of a
domestic or a foreign corporation, $25.
(o) Filing an application for use or change of an
assumed corporate name, $150 for each year or part thereof
ending in 0 or 5, $120 for each year or part thereof ending
in 1 or 6, $90 for each year or part thereof ending in 2 or
7, $60 for each year or part thereof ending in 3 or 8, $30
for each year or part thereof ending in 4 or 9, and a renewal
fee for each assumed corporate name, $150.
(p) Filing an application for change or cancellation of
an assumed corporate name, $5.
(q) Filing an application to register the corporate name
of a foreign corporation, $50; and an annual renewal fee for
the registered name, $50.
(r) Filing an application for cancellation of a
registered name of a foreign corporation, $5.
(s) Filing a statement of correction, $25.
(t) Filing an election to accept this Act, $25.
(u) Filing any other statement or report, $5.
(Source: P.A. 92-33, eff. 7-1-01; 92-651, eff. 7-11-02.)
(805 ILCS 105/115.20) (from Ch. 32, par. 115.20)
Sec. 115.20. Expedited service fees.
(a) The Secretary of State may charge and collect a fee
for expedited services as follows:
Certificates of good standing or fact, $10;
All filings, copies of documents, annual reports filed on
or after January 1, 1984 for up to 3 years, and copies of
documents of dissolved corporations having a file number over
5199, $25.
(b) Expedited services shall not be available for a
statement of correction or any request for copies involving
more than 3 year's annual reports filed before January 1,
1984 or involving dissolved corporations with a file number
below 5200.
(c) All moneys collected under this Section shall be
deposited into the Department of Business Services Special
Operations Fund. No other fees or taxes collected under this
Act shall be deposited into that Fund.
(d) As used in this Section, "expedited services" has
the meaning ascribed thereto in Section 15.95 of the Business
Corporation Act of 1983.
(Source: P.A. 91-463, eff. 1-1-00; 92-33, eff. 7-1-01.)
Section 20. The Limited Liability Company Act is amended
by changing Sections 1-10, 1-15, 1-20, 1-25, 5-1, 35-3,
35-30, 45-1, 45-35, and 50-10 and adding Sections 5-47, 5-48,
and 45-47 as follows:
(805 ILCS 180/1-10)
Sec. 1-10. Limited liability company name.
(a) The name of each limited liability company as set
forth in its articles of organization:
(1) shall contain the terms "limited liability
company", "L.L.C.", or "LLC";
(2) may not contain a word or phrase, or an
abbreviation or derivation thereof, the use of which is
prohibited or restricted by any other statute of this
State unless the restriction has been complied with;
(3) shall consist of letters of the English
alphabet, Arabic or Roman numerals, or symbols capable of
being readily reproduced by the Office of the Secretary
of State;
(4) shall not contain any of the following terms:
"Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.,"
"Co.," "Limited Partnership" or "L.P.";
(5) shall be the name under which the limited
liability company transacts business in this State unless
the limited liability company also elects to adopt an
assumed name or names as provided in this Act; provided,
however, that the limited liability company may use any
divisional designation or trade name without complying
with the requirements of this Act, provided the limited
liability company also clearly discloses its name;
(6) shall not contain any word or phrase that
indicates or implies that the limited liability company
is authorized or empowered to be in the business of a
corporate fiduciary unless otherwise permitted by the
Commissioner of the Office of Banks and Real Estate under
Section 1-9 of the Corporate Fiduciary Act. The word
"trust", "trustee", or "fiduciary" may be used by a
limited liability company only if it has first complied
with Section 1-9 of the Corporate Fiduciary Act; and
(7) shall contain the word "trust", if it is a
limited liability company organized for the purpose of
accepting and executing trusts.
(b) Nothing in this Section or Section 1-20 shall
abrogate or limit the common law or statutory law of unfair
competition or unfair trade practices, nor derogate from the
common law or principles of equity or the statutes of this
State or of the United States of America with respect to the
right to acquire and protect copyrights, trade names,
trademarks, service marks, service names, or any other right
to the exclusive use of names or symbols.
(c) (Blank). The name shall not contain any word or
phrase that indicates or implies that it is organized for any
purposes other than those permitted by this Act as limited by
its articles of organization.
(d) The name shall be distinguishable upon the records
in the Office of the Secretary of State from all of the
following:
(1) Any limited liability company that has articles
of organization filed with the Secretary of State under
Section 5-5.
(2) Any foreign limited liability company admitted
to transact business in this State.
(3) Any name for which an exclusive right has been
reserved in the Office of the Secretary of State under
Section 1-15.
(4) Any assumed name that is registered with the
Secretary of State under Section 1-20.
(5) Any corporate name or assumed corporate name of
a domestic or foreign corporation subject to the
provisions of Section 4.05 of the Business Corporation
Act of 1983 or Section 104.05 of the General Not For
Profit Corporation Act of 1986.
(e) The provisions of subsection (d) of this Section
shall not apply if the organizer files with the Secretary of
State a certified copy of a final decree of a court of
competent jurisdiction establishing the prior right of the
applicant to the use of that name in this State.
(f) The Secretary of State shall determine whether a
name is "distinguishable" from another name for the purposes
of this Act. Without excluding other names that may not
constitute distinguishable names in this State, a name is not
considered distinguishable, for purposes of this Act, solely
because it contains one or more of the following:
(1) The word "limited", "liability" or "company" or
an abbreviation of one of those words.
(2) Articles, conjunctions, contractions,
abbreviations, or different tenses or number of the same
word.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 180/1-15)
Sec. 1-15. Reservation of name.
(a) The exclusive right to the use of a name may be
reserved by any of the following:
(1) A person intending to organize a limited
liability company under this Act which will have that
name.
(2) A limited liability company or any foreign
limited liability company registered in this State that,
in either case, intends to adopt that name.
(3) Any foreign limited liability company having
that name and intending to make application for admission
to transact business in this State.
(4) A person intending to organize a foreign
limited liability company and intending to make
application for admission to transact business in this
State and adopt that name.
(b) To reserve a specified name, a person shall submit
an application to the Secretary of State in the form and
manner the Secretary shall designate. If the Secretary of
State finds that the name is available for use by a limited
liability company or foreign limited liability company, the
Secretary of State shall reserve the name for the exclusive
use of the applicant for a period of 90 days or until
surrendered by a written cancellation document signed by the
applicant, whichever is sooner. The reservation may be
renewed for additional periods not to exceed 90 days from the
date of the last renewal. The right to the exclusive use of
a reserved name may be transferred to any other person by
delivering to the Office of the Secretary of State a notice
of the transfer, executed by the person for whom the name was
reserved and specifying the name and address of the
transferee.
(Source: P.A. 87-1062.)
(805 ILCS 180/1-20)
Sec. 1-20. Assumed name.
(a) A limited liability company or a foreign limited
liability company admitted to transact business or making
application for admission to transact business in Illinois
may elect to adopt an assumed name that complies with the
requirements of Section 1-10 of this Act except (a)(1) shall
contain the term "limited liability company", "L.L.C.", or
"LLC".
(a-5) As used in this Act, "assumed name" means any name
other than the true limited liability company name, except
that the following do not constitute the use of an assumed
name under this Act:
(1) A limited liability company's identification of
its business with a trademark or service mark of which
the company is the owner or licensed user.
(2) The use of a name of a division, not containing
the word "limited", "liability", or "company" or an
abbreviation of one of those words, provided that the
limited liability company also clearly discloses its true
name.
(b) Before transacting any business in Illinois under an
assumed limited liability company name or names, the limited
liability company shall, for each assumed name, execute and
file in duplicate an application setting forth all of the
following:
(1) The true limited liability company name.
(2) The state or country under the laws of which it
is organized.
(3) That it intends to transact business under an
assumed limited liability company name.
(4) The assumed name that it proposes to use.
(c) The right to use an assumed name shall be effective
from the date of filing by the Secretary of State until the
first day of the anniversary month of the limited liability
company that falls within the next calendar year evenly
divisible by 5. However, if an application is filed within
the 2 months immediately preceding the anniversary month of a
limited liability company that falls within a calendar year
evenly divisible by 5, the right to use the assumed name
shall be effective until the first day of the anniversary
month of the limited liability company that falls within the
next succeeding calendar year evenly divisible by 5.
(d) A limited liability company shall renew the right to
use its assumed name or names, if any, within the 60 days
preceding the expiration of the right, for a period of 5
years, by making an election to do so at the time of filing
its annual report form and by paying the renewal fee as
prescribed by this Act.
(e) A limited liability company or foreign limited
liability company may change or cancel any or all of its
assumed names by executing and filing an application setting
forth all of the following:
(1) The true limited liability company name.
(2) The state or country under the laws of which it
is organized.
(3) That it intends to cease transacting business
under an assumed name by changing or cancelling it.
(4) The assumed name to be changed or cancelled.
(5) If the assumed name is to be changed, the
assumed name that the limited liability company proposes
to use.
(f) Upon the filing of an application to change an
assumed name, the limited liability company shall have the
right to use the assumed name for the balance of the period
authorized.
(g) The right to use an assumed name shall be cancelled
by the Secretary of State if any of the following occurs:
(1) The limited liability company fails to renew an
assumed name.
(2) The limited liability company has filed an
application to change or cancel the assumed name.
(3) A limited liability company has been dissolved.
(4) A foreign limited liability company has had its
admission to do business in Illinois revoked.
(h) Any limited liability company or foreign limited
liability company failing to pay the prescribed fee for
assumed name renewal when due and payable shall be given
notice of nonpayment by the Secretary of State by regular
mail. If the fee, together with a late fee of $100, is not
paid within 60 days after the notice is mailed, the right to
use the assumed name shall cease. Any limited liability
company or foreign limited liability company that (i) puts
forth any sign or advertisement assuming any name other than
that under which it is organized or otherwise authorized by
law to act or (ii) violates Section 1-27 is guilty of a petty
offense and shall be fined not less than $501 and not more
than $1,000. A limited liability company or foreign limited
liability company shall be deemed guilty of an additional
offense for each day it shall continue to so offend. Each
limited liability company or foreign limited liability
company that fails or refuses (1) to answer truthfully and
fully within the time prescribed by this Act interrogatories
propounded by the Secretary of State in accordance with this
Act or (2) to perform any other act required by this Act to
be performed by the limited liability company or foreign
limited liability company is guilty of a petty offense and
shall be fined not less than $501 and not more than $1,000.
(i) A foreign limited liability company may not use an
assumed or fictitious name in the conduct of its business to
intentionally misrepresent the geographic origin or location
of the company.
(Source: P.A. 91-354, eff. 1-1-00; 91-906, eff. 1-1-01.)
(805 ILCS 180/1-25)
Sec. 1-25. Nature of business. A limited liability
company may be formed for any lawful purpose or business
except:
(1) banking, exclusive of fiduciaries organized for
the purpose of accepting and executing trusts;
(2) insurance unless, for the purpose of carrying
on business as a member of a group including incorporated
and individual unincorporated underwriters, the Director
of Insurance finds that the group meets the requirements
of subsection (3) of Section 86 of the Illinois Insurance
Code and the limited liability company, if insolvent, is
subject to liquidation by the Director of Insurance under
Article XIII of the Illinois Insurance Code;
(3) the practice of dentistry unless all the
members and managers are licensed as dentists under the
Illinois Dental Practice Act; or
(4) the practice of medicine unless all the
managers, if any, are licensed to practice medicine under
the Medical Practice Act of 1987 and each member is
either any of the following conditions apply:
(A) the member or members are licensed to
practice medicine under the Medical Practice Act of
1987; or
(B) the member or members are a registered
medical corporation or corporations organized
pursuant to the Medical Corporation Act; or
(C) the member or members are a professional
corporation organized pursuant to the Professional
Service Corporation Act of physicians licensed to
practice medicine in all its branches; or
(D) the member or members are a medical
limited liability company that satisfies the
requirements of subparagraph (A), (B), or (C) or
companies.
(Source: P.A. 91-593, eff. 8-14-99; 92-144, eff. 7-24-01.)
(805 ILCS 180/5-1)
Sec. 5-1. Organization.
(a) One or more persons, other than natural persons
under 18 years of age, may organize a limited liability
company by executing and delivering articles of organization
to the Secretary of State as specified in Sections 5-5 and
5-45. The organizers need not be members of the limited
liability company. Each organizer of a limited liability
company organized to engage in the practice of medicine shall
be a licensed physician of this State or an attorney licensed
to practice law in this State. The execution of the articles
of organization constitutes an affirmation by the person,
under penalty of perjury, that the facts stated therein are
true.
(b) A limited liability company shall have one or more
members.
(c) A limited liability company is a legal entity
distinct from its members.
(Source: P.A. 89-201, eff. 1-1-96; 90-424, eff. 1-1-98.)
(805 ILCS 180/5-47 new)
Sec. 5-47. Statement of correction.
(a) Whenever any instrument authorized to be filed with
the Secretary of State under any provision of this Act has
been so filed and, as of the date of the action therein
referred to, contains any misstatement of fact, typographical
error, error of transcription, or other error or defect or
was defectively or erroneously executed, such instrument may
be corrected by filing, in accordance with Section 5-45 of
this Act, a statement of correction.
(b) A statement of correction shall set forth the
following:
(1) The name of the limited liability company and
the state or country under the laws of which it is
organized.
(2) The title of the instrument being corrected and
the date it was filed with the Secretary of State.
(3) The inaccuracy, error, or defect to be
corrected and the portion of the instrument in corrected
form.
(c) A statement of correction shall be executed in the
same manner in which the instrument being corrected was
required to be executed.
(d) The corrected instrument shall be effective as of
the date the original instrument was filed.
(e) A statement of correction shall not do any of the
following:
(1) Effect any change or amendment of articles
which would not in all respects have complied with the
requirements of this Act at the time of filing the
instrument being corrected.
(2) Take the place of any document, statement, or
report otherwise required to be filed by this Act.
(3) Affect any right or liability accrued or
incurred before such filing, except that any right or
liability accrued or incurred by reason of the error or
defect being corrected shall be extinguished by such
filing if the person having such right has not
detrimentally relied on the original instrument.
(4) Alter the provisions of the articles of
organization with respect to the limited liability
company name or purpose and the names and addresses of
the organizers, initial manager or managers, and initial
member or members.
(5) Alter the provisions of the application for
admission to transact business as a foreign limited
liability company with respect to the limited liability
name.
(6) Alter the provisions of the application to
adopt or change an assumed limited liability company name
with respect to the assumed limited liability company
name.
(7) Alter the wording of any resolution as filed in
any document with the Secretary of State and which was in
fact adopted by the members or managers.
(805 ILCS 180/5-48 new)
Sec. 5-48. Petition for refund.
(a) Any domestic or foreign limited liability company
having authority to transact business in this State may
petition the Secretary of State for a refund of fees claimed
to have been erroneously paid, subject to the following
limitations:
(1) No refund shall be made unless a petition for
refund has been filed in accordance with Section 5-45 of
this Act within 3 years after the amount to be refunded
was paid.
(2) If the refund claimed is based upon an
instrument filed with the Secretary of State which
contained a misstatement of fact, typographical error,
error of transcription, or other error or defect, no
refund of any fee shall be made unless a statement of
correction has been filed in accordance with Section 5-47
of this Act.
(b) The petition for refund shall be executed in
accordance with Section 5-45 of this Act and shall set forth
the following:
(1) The name of the limited liability company and
the state or country under the laws of which it is
organized.
(2) The amount of the claim.
(3) The details of the transaction and all facts
upon which the petitioner relies.
(4) Any other information required by rule.
(c) If the Secretary of State determines that the amount
paid is incorrect, he or she shall refund to the limited
liability company any amount paid in excess of the proper
amount; provided, however, that no refund shall be made for
an amount less than $200, and any refund in excess of that
amount shall be reduced by $200; and provided further, that
such refund shall be made without payment of interest.
(805 ILCS 180/35-3)
Sec. 35-3. Limited liability company continues after
dissolution.
(a) Subject to subsections subsection (b) and (c) of
this Section, a limited liability company continues after
dissolution only for the purpose of winding up its business.
(b) At any time after the dissolution of a limited
liability company and before the winding up of its business
is completed, the members, including a dissociated member
whose dissociation caused the dissolution, may unanimously
waive the right to have the company's business wound up and
the company terminated. In that case:
(1) the limited liability company resumes carrying
on its business as if dissolution had never occurred and
any liability incurred by the company or a member after
the dissolution and before the waiver is determined as if
the dissolution had never occurred; and
(2) the rights of a third party accruing under
subsection (a) of Section 35-7 or arising out of conduct
in reliance on the dissolution before the third party
knew or received a notification of the waiver are not
adversely affected.
(c) Unless otherwise provided in the articles of
organization or the operating agreement, the limited
liability company is not dissolved and is not required to be
wound up if:
(1) within 6 months or such period as is provided
for in the articles of organization or the operating
agreement after the occurrence of the event that caused
the dissociation of the last remaining member, the
personal representative of the last remaining member
agrees in writing to continue the limited liability
company until the admission of the personal
representative of that member or its nominee or designee
to the limited liability company as a member, effective
as of the occurrence of the event that caused the
dissociation of the last remaining member, provided that
the articles of organization or the operating agreement
may provide that the personal representative of the last
remaining member shall be obligated to agree in writing
to continue the limited liability company and to the
admission of the personal representative of that member
or its nominee or designee to the limited liability
company as a member, effective as of the occurrence of
the event that caused the dissociation of the last
remaining member; or
(2) a member is admitted to the limited liability
company in the manner provided for in the articles of
organization or the operating agreement, effective as of
the occurrence of the event that caused the dissociation
of the last remaining member, within 6 months or such
other period as is provided for in the operating
agreement after the occurrence of the event that caused
the dissociation of the last remaining member, pursuant
to a provision of the articles of organization or the
operating agreement that specifically provides for the
admission of a member to the limited liability company
after there is no longer a remaining member of the
limited liability company.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 180/35-30)
Sec. 35-30. Procedure for administrative dissolution.
(a) After the Secretary of State determines that one or
more grounds exist under Section 35-25 for the administrative
dissolution of a limited liability company, the Secretary of
State shall send a notice of delinquency by regular mail to
each delinquent limited liability company at its registered
office or, if the limited liability company has failed to
maintain a registered office, then to the last known address
shown on the records of the Secretary of State for the office
at which records of the limited liability company are
maintained in accordance with Section 1-40 of this Act to the
member or manager at the last known office of the member or
manager.
(b) If the limited liability company does not correct
the default within 120 90 days following the date of the
notice of delinquency, the Secretary of State shall thereupon
dissolve the limited liability company by issuing a notice of
dissolution that recites the grounds for dissolution and its
effective date. The Secretary of State shall file the
original of the notice in his or her office and mail one copy
to the limited liability company at its registered office or,
if the limited liability company has failed to maintain a
registered office, then to the last known address shown on
the records of the Secretary of State for the office at which
records of the limited liability company are maintained in
accordance with Section 1-40 of this Act.
(c) Upon the administrative dissolution of a limited
liability company, a dissolved limited liability company
shall continue for only the purpose of winding up its
business. A dissolved limited liability company may take all
action authorized under Section 1-30 or necessary to wind up
its business and affairs and terminate.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 180/45-1)
Sec. 45-1. Law governing foreign limited liability
companies.
(a) The laws of the State or other jurisdiction under
which a foreign limited liability company is organized govern
its organization and internal affairs and the liability of
its managers, members, and their transferees.
(b) A foreign limited liability company may not be
denied admission by reason of any difference between the laws
of another jurisdiction under which the foreign company is
organized and the laws of this State.
(c) Having authority to transact business in this State
A certificate of authority does not authorize a foreign
limited liability company to engage in any business or
exercise any power that a limited liability company may not
engage in or exercise in this State.
(Source: P.A. 90-424, eff. 1-1-98.)
(805 ILCS 180/45-35)
Sec. 45-35. Revocation of admission.
(a) The admission of a foreign limited liability company
to transact business in this State may be revoked by the
Secretary of State upon the occurrence of any of the
following events:
(1) The foreign limited company has failed to:
(A) file its limited liability company annual
report within the time required by Section 50-1 or
has failed to pay any fees or penalties prescribed
by this Article;
(B) appoint and maintain a registered agent in
Illinois within 60 days after a registered agent's
notice of resignation under Section 1-35;
(C) file a report upon any change in the name
or business address of the registered agent;
(D) file in the Office of the Secretary of
State any amendment to its application for admission
as specified in Section 45-25; or
(E) renew its assumed name, or to apply to
change its assumed name under this Act, when the
limited liability company may only transact business
within this State under its assumed name.
(2) A misrepresentation has been made of any
material matter in any application, report, affidavit, or
other document submitted by the foreign limited liability
company under this Article.
(b) The admission of a foreign limited liability company
shall not be revoked by the Secretary of State unless all of
the following occur:
(1) The Secretary of State has given the foreign
limited liability company not less than 60 days' notice
thereof by mail addressed to its registered office in
this State or, if the foreign limited liability company
fails to appoint and maintain a registered agent in this
State, addressed to the office required to be maintained
under paragraph (5) of subsection (a) of Section 45-5.
(2) During that 60 day period, the foreign limited
liability company has failed to file the limited
liability company report, to pay fees or penalties, to
file a report of change regarding the registered agent,
to file any amendment, or to correct any
misrepresentation.
(c) Upon the expiration of 120 60 days after the mailing
of the notice, the admission of the foreign limited liability
company to transact business in this State shall cease.
(Source: P.A. 90-424, eff. 1-1-98; 91-354, eff. 1-1-00.)
(805 ILCS 180/45-47 new)
Sec. 45-47. Activities that do not constitute
transacting business.
(a) Without excluding other activities that may not
constitute transacting business in this State, a foreign
limited liability company shall not be considered to be
transacting business in this State, for purposes of this
Article 45, by reason of carrying on in this State any one or
more of the following activities:
(1) Maintaining, defending, or settling any
proceeding.
(2) Holding meetings of the managers or members or
carrying on other activities concerning internal company
affairs.
(3) Maintaining bank accounts.
(4) Maintaining offices or agencies for the
transfer, exchange, and registration of the limited
liability company's own securities or maintaining
trustees or depositaries with respect to those
securities.
(5) Selling through independent contractors.
(6) Soliciting or obtaining orders, whether by mail
or through employees or agents or otherwise, if orders
require acceptance outside this State before they become
contracts.
(7) Owning, without more, real or personal
property.
(8) Conducting an isolated transaction that is
completed within 120 days and that is not one in the
course of repeated transactions of a like nature.
(9) Having a member or manager who is a resident of
this State.
(b) This Section has no application to the question of
whether any foreign limited liability company is subject to
service of process and suit in this State under any law of
this State.
(805 ILCS 180/50-10)
Sec. 50-10. Fees.
(a) The Secretary of State shall charge and collect in
accordance with the provisions of this Act and rules
promulgated under its authority all of the following:
(1) Fees for filing documents.
(2) Miscellaneous charges.
(3) Fees for the sale of lists of filings and for,
copies of any documents, and for the sale or release of
any information.
(b) The Secretary of State shall charge and collect for
all of the following:
(1) Filing articles of organization of limited
liability companies (domestic), application for admission
(foreign), and restated articles of organization
(domestic), $400.
(2) Filing amendments:
(A) For other than change of registered agent
name or registered office, or both, $100.
(B) For the purpose of changing the registered
agent name or registered office, or both, $25.
(3) Filing articles of dissolution or application
for withdrawal, $100.
(4) Filing an application to reserve a name, $300.
(5) (Blank). Renewal fee for reserved name, $100.
(6) Filing a notice of a transfer of a reserved
name, $100.
(7) Registration of a name, $300.
(8) Renewal of registration of a name, $100.
(9) Filing an application for use of an assumed
name under Section 1-20 of this Act, $150 for each year
or part thereof ending in 0 or 5, $120 for each year or
part thereof ending in 1 or 6, $90 for each year or part
thereof ending in 2 or 7, $60 for each year or part
thereof ending in 3 or 8, $30 for each year or part
thereof ending in 4 or 9, and a renewal for each assumed
name, $150 $300.
(10) Filing an application for change of an assumed
name, $100.
(11) Filing an annual report of a limited liability
company or foreign limited liability company, $200, if
filed as required by this Act, plus a penalty if
delinquent.
(12) Filing an application for reinstatement of a
limited liability company or foreign limited liability
company $500.
(13) Filing Articles of Merger, $100 plus $50 for
each party to the merger in excess of the first 2
parties.
(14) Filing an Agreement of Conversion or Statement
of Conversion, $100.
(15) Filing a statement of correction, $25.
(16) Filing a petition for refund, $15.
(17) (15) Filing any other document, $100.
(c) The Secretary of State shall charge and collect all
of the following:
(1) For furnishing a copy or certified copy of any
document, instrument, or paper relating to a limited
liability company or foreign limited liability company,
$1 per page, but not less than $25, and $25 for the
certificate and for affixing the seal thereto.
(2) For the transfer of information by computer
process media to any purchaser, fees established by rule.
(Source: P.A. 92-33, eff. 7-1-01.)
Section 99. Effective date. This Act takes effect on
July 1, 2003.