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(805
ILCS 5/Art. 1 heading)
ARTICLE 1. GENERAL PROVISIONS
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(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.)
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(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.)
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(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:
(1)
The articles of incorporation, and any other
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document
to be filed before the election of the initial
board of directors if the initial directors were
not named in the articles of incorporation, shall
be signed by the incorporator or incorporators.
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(2)
All other documents shall be signed:
(i)
By the president, a vice- president, the
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secretary,
an assistant secretary, the treasurer, or other
officer duly authorized by the board of directors
of the corporation to execute the document; or
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(ii)
If it shall appear from the document that
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there
are no such officers, then by a majority of the
directors or by such directors as may be designated
by the board; or
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(iii)
If it shall appear from the document that
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there
are no such officers or directors, then by the
holders of record, or such of them as may be designated
by the holders of record of a majority of all outstanding
shares; or
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(iv)
By the holders of all outstanding shares; or
(v)
If the corporate assets are in the
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possession
of a receiver, trustee or other court appointed
officer, then by the fiduciary or the majority
of them if there are more than one.
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(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:
(1)
The formal acknowledgment by the person or one
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of
the persons signing the instrument that it 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. Such acknowledgment shall
be made before a person who is authorized by the
law of the place of execution to take acknowledgments
of deeds and who, if he or she has a seal of office,
shall affix it to the instrument.
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(2)
The signature, without more, of the person or
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persons
signing the instrument, in which case such signature
or signatures shall constitute the affirmation
or acknowledgment of the signatory, 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.
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(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:
(1)
The original signed document, and if in
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duplicate
as provided by this Act, one true copy, which may
be signed, carbon or photocopy, shall be delivered
to the office of the Secretary of State.
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(2)
All fees, taxes and charges authorized by law to
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be
collected by the Secretary of State in connection
with the filing of the document shall be tendered
to the Secretary of State.
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(3)
If the Secretary of State finds that the
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document
conforms to law, he or she shall, when all fees,
taxes and charges have been paid as in this Act
prescribed:
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(i)
Endorse on the original and on the true
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copy,
if any, the word "filed" and the month,
day and year thereof;
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(ii)
File the original in his or her office;
(iii)
(Blank); or
(iv)
If the filing is in duplicate, he or she
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shall
return one true copy, with a certificate, if any,
affixed thereto, to the corporation or its representative
who shall file such document for record in the
office of the recorder of the county in which the
registered office of the corporation is situated
in this State within 15 days after the mailing
thereof by the Secretary of State, unless such
document cannot with reasonable diligence be filed
within such time, in which case it shall be filed
as soon thereafter as may be reasonably possible.
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(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.
92- 33, eff. 7- 1- 01.)
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(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
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corporations
and the State or country under the laws of which
each is organized.
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(2)
The title of the instrument being corrected and
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the
date it was filed by the Secretary of State.
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(3)
The inaccuracy, error or defect to be corrected
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and
the portion of the instrument in corrected form.
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(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
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would
not in all respects have complied with the requirements
of this Act at the time of filing the instrument
being corrected.
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(2)
Take the place of any document, statement or
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report
otherwise required to be filed by this Act.
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(3)
Affect any right or liability accrued or
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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.
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(4)
Alter the provisions of the articles of
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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.
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(5)
Alter the provisions of the application for
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authority
of a foreign corporation with respect to the corporation
name.
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(6)
Alter the provisions of the application to adopt
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or
change an assumed corporate name with respect to
the assumed corporate name.
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(7)
Alter the wording of any resolution as filed in
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any
document with the Secretary of State and which
was in fact adopted by the board of directors or
by the shareholders.
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(8)
Alter the provisions of the statement of
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election
of an extended filing month with respect to the
extended filing month.
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(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.)
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(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:
(1)
No refund shall be made unless a petition for
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such
shall have been filed in accordance with Section
1.10 of this Act within three years after the amount
to be refunded was paid;
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(2)
No adjustment of any license fee, franchise tax,
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penalty,
or interest shall be made unless a petition for
such shall have been made within three years after
the amount to be adjusted should have been paid;
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(3)
If the refund or adjustment claimed is based
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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 or adjustment of any license
fee, franchise tax, penalty, or interest shall
be made unless a statement of correction has been
filed in accordance with Section 1.15 of this Act.
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(b)
The petition for refund or adjustment shall be executed
in accordance with Section 1.10 of this Act and shall set
forth:
(1)
The name of the corporation and the state or
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country
under the laws of which it is organized.
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(2)
The amount and nature of the claim.
(3)
The details of each transaction and all facts
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upon
which the petitioner relies.
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(4)
Any other information required by rule.
(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.)
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(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.)
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(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 furnish without charge
a copy of such report to each recorder of this State, and to
each member of the General Assembly and to each State agency
or department requesting the same. The Secretary of State shall,
upon receipt of a written request and a fee as determined by
the Secretary, furnish such report to anyone else.
(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 daily list may be obtained at the Secretary's
office by any person, newspaper, State department or agency,
or local government for a reasonable charge to be determined
by the Secretary. Inspection of the daily list may be made at
the Secretary's office during normal business hours without charge
by any person, newspaper, State department or agency, or local
government.
(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 compilation shall be immediately
mailed free of charge to all local governments requesting in
writing receipt of such publication, or shall be automatically
mailed by the Secretary without charge to local governments as
determined by the Secretary. The Secretary shall mail a copy
of the compilations free of charge to all State departments or
agencies making a written request. A request for a compilation
of the daily list once made by a local government or State department
or agency need not be renewed. However, the Secretary may request
from time to time whether the local governments or State departments
or agencies desire to continue receiving the compilation.
(3)
The compilations of the daily list mentioned in paragraph (2)
of subsection (b) of this Section shall be mailed to newspapers,
or any other person not included as a recipient in paragraph
(2) of subsection (b) of this Section, upon receipt of a written
application signed by the applicant and accompanied by the payment
of a fee as determined by the Secretary.
(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 Illinois Department of Public Aid 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, or the Illinois Parentage
Act of 1984.
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 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.
90- 18, eff. 7- 1- 97; 91- 613, eff. 10- 1- 99.)
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(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)
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