(805 ILCS 5/Art. 1 heading)
(805 ILCS 5/1.01) (from Ch. 32, par. 1.01)
Sec. 1.01. Short title. This Act shall be known and may be cited as the "Business Corporation Act of 1983".
(Source: P.A. 83-1025.)
(805 ILCS 5/1.05) (from Ch. 32, par. 1.05)
Sec. 1.05. Powers of Secretary of State. The Secretary of State shall have the power and authority reasonably necessary to administer this Act efficiently and to perform the duties therein imposed. The Secretary of State shall have the power to promulgate, amend or repeal rules and regulations deemed necessary to efficiently administer this Act. The rules and regulations adopted by the Secretary of State under this Act shall be effective in the manner provided for in "The Illinois Administrative Procedure Act", approved September 22, 1975, as amended.
(Source: P.A. 84-1412.)
(805 ILCS 5/1.10) (from Ch. 32, par. 1.10)
Sec. 1.10. Forms, execution, acknowledgment and filing.
(a) All reports required by this Act to be filed in the office of the Secretary of State shall be made on forms which shall be prescribed and furnished by the Secretary of State. Forms for all other documents to be filed in the office of the Secretary of State shall be furnished by the Secretary of State on request therefor, but the use thereof, unless otherwise specifically prescribed in this Act, shall not be mandatory.
(b) Whenever any provision of this Act specifically requires any document to be executed by the corporation in accordance with this Section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such document shall be executed, in ink, as follows:
(c) The name of a person signing the document and the capacity in which he or she signs shall be stated beneath or opposite his or her signature.
(d) Whenever any provision of this Act requires any document to be verified, such requirement is satisfied by either:
(e) Whenever any provision of this Act requires any document to be filed with the Secretary of State or in accordance with this Section, such requirement means that:
(f) If another Section of this Act specifically prescribes a manner of filing or executing a specified document which differs from the corresponding provisions of this Section, then the provisions of such other Section shall govern.
(Source: P.A. 99-608, eff. 7-22-16.)
(805 ILCS 5/1.11)
Sec. 1.11. Electronic filing. Documents or reports transmitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgment of the person, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true. Compliance with this Section shall satisfy the signature provisions of Section 1.10 of this Act, which shall otherwise apply.
(Source: P.A. 95-368, eff. 8-23-07.)
(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:
(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:
(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. 93-59, eff. 7-1-03.)
(805 ILCS 5/1.17) (from Ch. 32, par. 1.17)
Sec. 1.17. Petition for refund or adjustment of license fee, franchise tax, penalty, or interest.
(a) Any domestic corporation or foreign corporation having authority to transact business in this State may petition the Secretary of State for a refund or adjustment of license fee, franchise tax, penalty, or interest claimed to have been erroneously paid or claimed to be payable, subject however to the following limitations:
(b) The petition for refund or adjustment shall be executed in accordance with Section 1.10 of this Act and shall set forth:
(c) If the Secretary of State determines that any license fee, franchise tax, penalty, or interest is incorrect, in whole or in part, he or she shall adjust the amount to be paid or shall refund to the corporation 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.
(Source: P.A. 91-464, eff. 1-1-00.)
(805 ILCS 5/1.20) (from Ch. 32, par. 1.20)
Sec. 1.20. Certificates and certified copies of certain documents to be received in evidence. All certificates issued by the Secretary of State in accordance with the provisions of this Act and all copies of documents filed in the Secretary's office in accordance with the provisions of this Act when certified by him or her, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the Secretary of State under the great seal of the State of Illinois, as to the existence or non-existence of the facts relating to corporations which would not appear from a certified copy of any of the foregoing documents or certificates shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or non-existence of the facts therein stated.
(Source: P.A. 83-1025.)
(805 ILCS 5/1.25) (from Ch. 32, par. 1.25)
Sec. 1.25. List of corporations; exchange of information.
(a) The Secretary of State shall publish each year a list of corporations filing an annual report for the preceding year in accordance with the provisions of this Act, which report shall state the name of the corporation and the respective names and addresses of the president, secretary, and registered agent thereof and the address of the registered office in this State of each such corporation. The Secretary of State shall publish such report as open data.
(b) (1) The Secretary of State shall publish daily a list of all newly formed corporations, business and not for profit, chartered by him on that day issued after receipt of the application. The daily list shall contain the same information as to each corporation as is provided for the corporation list published under subsection (a) of this Section. The Secretary of State shall publish the daily list as open data.
(2) The Secretary shall compile the daily list mentioned in paragraph (1) of subsection (b) of this Section monthly, or more often at the Secretary's discretion. The Secretary shall publish the compilation as open data.
(3) Public data sets made available pursuant to this Section are provided for informational purposes only. The Secretary of State does not warrant the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set made available on the web portal, nor are such warranties to be implied or inferred with respect to the public data sets furnished under this Act.
(4) The State is not liable for any deficiencies in the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set or any third-party application utilizing such data set, unless such deficiencies are the result of willful or wanton action of the Secretary of State or its employees or agents.
(c) If a domestic or foreign corporation has filed with the Secretary of State an annual report for the preceding year or has been newly formed or is otherwise and in any manner registered with the Secretary of State, the Secretary of State shall exchange with the Department of Healthcare and Family Services any information concerning that corporation that may be necessary for the enforcement of child support orders entered pursuant to the Illinois Public Aid Code, the Illinois Marriage and Dissolution of Marriage Act, the Non-Support of Spouse and Children Act, the Non-Support Punishment Act, the Revised Uniform Reciprocal Enforcement of Support Act, the Uniform Interstate Family Support Act, the Illinois Parentage Act of 1984, or the Illinois Parentage Act of 2015.
Notwithstanding any provisions in this Act to the contrary, the Secretary of State shall not be liable to any person for any disclosure of information to the Department of Healthcare and Family Services (formerly Illinois Department of Public Aid) under this subsection or for any other action taken in good faith to comply with the requirements of this subsection.
(Source: P.A. 102-49, eff. 1-1-22.)
(805 ILCS 5/1.30) (from Ch. 32, par. 1.30)
Sec. 1.30. Abstract of corporate record. (a) The Secretary of State may, upon receipt of a written request and payment of a fee as determined by the Secretary, furnish to the person or agency so requesting an abstract of the corporate record of any domestic or foreign corporation licensed to do business in the State of Illinois. All requests for abstracts shall be made in the manner and the form prescribed by the Secretary of State.
(b) The Secretary of State may certify an abstract of a corporate record upon written request therefor. The fee for such certification shall be $5 in addition to the fee required for furnishing an abstract record as provided herein. Such certification shall be made under the signature of the Secretary of State and shall be authenticated by the Seal of his office.
(c) The fees provided in this Section for abstracts of corporate records and certifications of abstracts shall not be applicable to any federal, state or local governmental agency requesting such information or certification.
(Source: P.A. 84-924.)
(805 ILCS 5/1.35) (from Ch. 32, par. 1.35)
Sec. 1.35. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any corporation, domestic or foreign, subject to the provisions of this Act, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable the Secretary to ascertain whether such corporation has complied with all the provisions of this Act applicable to such corporation. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories be directed to an individual they shall be answered by him or her, and if directed to a corporation they shall be answered by the president, vice-president, secretary, or assistant secretary thereof. The Secretary of State need not file any document to which such interrogatories relate until such interrogatories be answered as herein provided, and not then if the answers thereto disclose that such document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this Act.
(Source: P.A. 83-1025.)
(805 ILCS 5/1.40) (from Ch. 32, par. 1.40)
Sec. 1.40. Information disclosed by interrogatories. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose any facts or information obtained therefrom except in so far as official duty may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any criminal proceeding or in any other action by the State.
(Source: P.A. 83-1025.)
(805 ILCS 5/1.45) (from Ch. 32, par. 1.45)
Sec. 1.45. Judicial review under the Administrative Review Law. If the Secretary of State shall fail to approve any articles of incorporation, amendment, merger, consolidation, dissolution, petition for reduction or refund, or any other document required by this Act to be approved by the Secretary of State before the same shall be filed in his or her office, the Secretary shall, within 10 days after the delivery thereof to him or her, give written notice of his or her disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. The decision of the Secretary of State is subject to judicial review under the Administrative Review Law, as now or hereafter amended.
If the Secretary of State shall revoke the certificate of authority to transact business in this State of any foreign corporation, pursuant to this Act, such decision shall be subject to judicial review under the Administrative Review Law, as now or hereafter amended.
Appeals from all final orders and judgments entered by the circuit court under this section in review of any ruling or decision of the Secretary of State may be taken as in other civil actions by either party to the proceeding.
(Source: P.A. 84-924.)
(805 ILCS 5/1.50) (from Ch. 32, par. 1.50)
Sec. 1.50. Administrative Procedure Act. The Illinois Administrative Procedure Act is expressly adopted and incorporated herein as if all of the provisions of that Act were included in this Act, except that the provision of subsection (d) of Section 10-65 of the Illinois Administrative Procedure Act which provides that at hearing the licensee has the right to show compliance with all lawful requirements for retention, continuation or renewal of the license is specifically excluded. For the purposes of this Act the notice required under Section 10-25 of the Administrative Procedure Act is deemed sufficient when mailed to the last known address of a party.
(Source: P.A. 88-45.)
(805 ILCS 5/1.55a) (from Ch. 32, par. 1.55a)
Sec. 1.55a. Certain powers reserved to General Assembly. The General Assembly shall at all times have power to prescribe such provisions and limitations as it may deem advisable, which provisions and limitations shall be binding upon any and all corporations, domestic or foreign, subject to the provisions of this Act, and the General Assembly shall have power to amend, repeal, or modify this Act at pleasure.
(Source: P.A. 85-1269.)
(805 ILCS 5/1.60) (from Ch. 32, par. 1.60)
Sec. 1.60. Effect of repeal of prior law on rights accrued or liabilities or penalties incurred. The repeal of a law by this Act shall not affect any right accrued or established, or any liability or penalty incurred, under the provisions of such law, prior to the repeal thereof, provided, that in computing and adjusting franchise tax and penalties past due from a corporation, domestic or foreign, such computation and adjustment shall be made on the basis prescribed by this Act.
(Source: P.A. 83-1025.)
(805 ILCS 5/1.63)
Sec. 1.63. Conversions and domestications. Conversions and domestications are governed by the Entity Omnibus Act.
(Source: P.A. 100-561, eff. 7-1-18.)
(805 ILCS 5/1.65) (from Ch. 32, par. 1.65)
Sec. 1.65. Effect of invalidity of part of this Act. If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of this Act, such judgment shall not affect, impair, invalidate, or nullify the remainder of this Act, but the effect thereof shall be confined to the clause, sentence, paragraph, Section or part of this Act so adjudged to be invalid or unconstitutional.
(Source: P.A. 84-545.)
(805 ILCS 5/1.70) (from Ch. 32, par. 1.70)
Sec. 1.70. Miscellaneous applications.
(a) Application to existing corporations organized under general laws. The provisions of this Act shall apply to all existing corporations, including public utility corporations, organized under any general law of this State providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under this Act.
(b) Application to existing corporations organized under special Acts. All corporations, including public utility corporations, heretofore organized for profit under any special law of this State, for a purpose or purposes for which a corporation might be organized under this Act, shall be entitled to the rights, privileges, immunities, and franchises provided by this Act.
(c) Application of Act to domestic railroad corporations. Corporations organized under the laws of this State for the purpose of operating any railroad in this State shall be subject to the following provisions of this Act regardless of whether or not such corporations have been reincorporated under provisions of this Act:
Corporations organized under the provisions of this Act, or which were organized under the provisions of any other general or special laws of this State and later reincorporated under the provisions of this Act, for the purpose of operating any railroad in this State, shall be entitled to the rights, privileges, immunities, and franchises provided by this Act and shall be in all respects governed by this Act unless otherwise specified herein.
(d) Application to co-operative associations. Any corporation organized under any general or special law of this State as a co-operative association shall be entitled to the benefits of this Act and shall be subject to all the provisions hereof, in so far as they are not in conflict with the general law or special Act under which it was organized, upon the holders of two-thirds of its outstanding shares having voted to accept the benefits of this Act and to be subject to all the provisions hereof, except in so far as they may be in conflict with the general or special law under which it was organized, and the filing in the office of the Secretary of State of a certificate setting forth such fact. Such certificate shall be executed by such co-operative association by its president or vice-president, and verified by him or her, attested by its secretary or an assistant secretary. The notice of the meeting at which such vote is taken, which may be either an annual or a special meeting of shareholders, shall set forth that a vote will be taken at such meeting on the acceptance by such co-operative association of the provisions of this Act.
(e) Application of Act in certain cases. Nothing contained in this Act shall be held or construed to:
(f) Application of Act to foreign and interstate commerce. The provisions of this Act shall apply to commerce with foreign nations and among the several states only in so far as the same may be permitted under the provisions of the Constitution of the United States.
(g) Requirement before incorporation of trust company. Articles of incorporation for the organization of a corporation for the purpose of accepting and executing trusts shall not be filed by the Secretary of State until there is delivered to him or her a statement executed by the Commissioner of Banks and Real Estate that the incorporators of the corporation have made arrangements with the Commissioner of Banks and Real Estate to comply with the Corporate Fiduciary Act.
(h) Application of certain existing acts. Corporations organized under the laws of this State for the purpose of accepting and executing trusts shall be subject to the provisions of the Corporate Fiduciary Act.
Corporations organized for the purpose of building, operating, and maintaining within this State any levee, canal, or tunnel for agricultural, mining, or sanitary purposes, shall be subject to the provisions of the Corporation Canal Construction Act.
In any profession or occupation licensed by the Illinois Department of Agriculture, the Department may, in determining financial ratios and allowable assets, disregard notes and accounts receivable to the corporate licensee from its officers or directors or a parent or subsidiary corporation of such licensee or any receivable owing to a licensee corporation from an unincorporated division of the licensee or any share subscription right owing to a corporation from its shareholders.
(Source: P.A. 96-1121, eff. 1-1-11.)
(805 ILCS 5/1.80) (from Ch. 32, par. 1.80)
Sec. 1.80. Definitions. As used in this Act, unless the context otherwise requires, the words and phrases defined in this Section shall have the meanings set forth herein.
(a) "Corporation" or "domestic corporation" means a corporation subject to the provisions of this Act, except a foreign corporation.
(b) "Foreign corporation" means a corporation for profit organized under laws other than the laws of this State, but shall not include a banking corporation organized under the laws of another state or of the United States, a foreign banking corporation organized under the laws of a country other than the United States and holding a certificate of authority from the Commissioner of Banks and Real Estate issued pursuant to the Foreign Banking Office Act, or a banking corporation holding a license from the Commissioner of Banks and Real Estate issued pursuant to the Foreign Bank Representative Office Act.
(c) "Articles of incorporation" means the original articles of incorporation, including the articles of incorporation of a new corporation set forth in the articles of consolidation, and all amendments thereto, whether evidenced by articles of amendment, articles of merger, articles of exchange, statement of correction affecting articles, resolution establishing series of shares or a statement of cancellation under Section 9.05. Restated articles of incorporation shall supersede the original articles of incorporation and all amendments thereto prior to the effective date of filing the articles of amendment incorporating the restated articles of incorporation.
(d) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation.
(e) "Incorporator" means one of the signers of the original articles of incorporation.
(f) "Shares" means the units into which the proprietary interests in a corporation are divided.
(g) "Shareholder" means one who is a holder of record of shares in a corporation.
(h) "Certificate" representing shares means a written instrument executed by the proper corporate officers, as required by Section 6.35 of this Act, evidencing the fact that the person therein named is the holder of record of the share or shares therein described. If the corporation is authorized to issue uncertificated shares in accordance with Section 6.35 of this Act, any reference in this Act to shares represented by a certificate shall also refer to uncertificated shares and any reference to a certificate representing shares shall also refer to the written notice in lieu of a certificate provided for in Section 6.35.
(i) "Authorized shares" means the aggregate number of shares of all classes which the corporation is authorized to issue.
(j) "Paid-in capital" means the sum of the cash and other consideration received, less expenses, including commissions, paid or incurred by the corporation, in connection with the issuance of shares, plus any cash and other consideration contributed to the corporation by or on behalf of its shareholders, plus amounts added or transferred to paid-in capital by action of the board of directors or shareholders pursuant to a share dividend, share split, or otherwise, minus reductions as provided elsewhere in this Act. Irrespective of the manner of designation thereof by the laws under which a foreign corporation is or may be organized, paid-in capital of a foreign corporation shall be determined on the same basis and in the same manner as paid-in capital of a domestic corporation, for the purpose of computing license fees, franchise taxes and other charges imposed by this Act.
(k) "Net assets", for the purpose of determining the right of a corporation to purchase its own shares and of determining the right of a corporation to declare and pay dividends and make other distributions to shareholders is equal to the difference between the assets of the corporation and the liabilities of the corporation.
(l) "Registered office" means that office maintained by the corporation in this State, the address of which is on file in the office of the Secretary of State, at which any process, notice or demand required or permitted by law may be served upon the registered agent of the corporation.
(m) "Insolvent" means that a corporation is unable to pay its debts as they become due in the usual course of its business.
(n) "Anniversary" means that day each year exactly one or more years after:
(o) "Anniversary month" means the month in which the anniversary of the corporation occurs.
(p) "Extended filing month" means the month (if any) which shall have been established in lieu of the corporation's anniversary month in accordance with Section 14.01.
(q) "Taxable year" means that 12 month period commencing with the first day of the anniversary month of a corporation through the last day of the month immediately preceding the next occurrence of the anniversary month of the corporation, except that in the case of a corporation that has established an extended filing month "taxable year" means that 12 month period commencing with the first day of the extended filing month through the last day of the month immediately preceding the next occurrence of the extended filing month.
(r) "Fiscal year" means the 12 month period with respect to which a corporation ordinarily files its federal income tax return.
(s) "Close corporation" means a corporation organized under or electing to be subject to Article 2A of this Act, the articles of incorporation of which contain the provisions required by Section 2.10, and either the corporation's articles of incorporation or an agreement entered into by all of its shareholders provide that all of the issued shares of each class shall be subject to one or more of the restrictions on transfer set forth in Section 6.55 of this Act.
(t) "Common shares" means shares which have no preference over any other shares with respect to distribution of assets on liquidation or with respect to payment of dividends.
(u) "Delivered", for the purpose of determining if any notice required by this Act is effective, means:
(v) "Property" means gross assets including, without limitation, all real, personal, tangible, and intangible property.
(w) "Taxable period" means that 12-month period commencing with the first day of the second month preceding the corporation's anniversary month in the preceding year and prior to the first day of the second month immediately preceding its anniversary month in the current year, except that, in the case of a corporation that has established an extended filing month, "taxable period" means that 12-month period ending with the last day of its fiscal year immediately preceding the extended filing month. In the case of a newly formed domestic corporation or a newly registered foreign corporation that had not commenced transacting business in this State prior to obtaining authority, "taxable period" means that period commencing with the filing of the articles of incorporation or, in the case of a foreign corporation, of filing of the application for authority, and prior to the first day of the second month immediately preceding its anniversary month in the next succeeding year.
(x) "Treasury shares" mean (1) shares of a corporation that have been issued, have been subsequently acquired by and belong to the corporation, and have not been cancelled or restored to the status of authorized but unissued shares and (2) shares (i) declared and paid as a share dividend on the shares referred to in clause (1) or this clause (2), or (ii) issued in a share split of the shares referred to in clause (1) or this clause (2). Treasury shares shall be deemed to be "issued" shares but not "outstanding" shares. Treasury shares may not be voted, directly or indirectly, at any meeting or otherwise. Shares converted into or exchanged for other shares of the corporation shall not be deemed to be treasury shares.
(y) "Gross amount of business" means gross receipts, from whatever source derived.
(z) "Open data" means data that is expressed in a machine-readable form and that is made freely available to the public under an open license, without registration requirement, and without any other restrictions that would impede its use or reuse.
(Source: P.A. 102-49, eff. 1-1-22.)