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Article 1 - General Provisions

      (805 ILCS 5/Art. 1 heading)ARTICLE 1. GENERAL PROVISIONS

(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:
        (1) The articles of incorporation, and any other

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.

(2) All other documents shall be signed:             (i) By the president, a vice‑president, the

secretary, an assistant secretary, the treasurer, or other officer duly authorized by the board of directors of the corporation to execute the document; or

(ii) If it shall appear from the document that

there are no such officers, then by a majority of the directors or by such directors as may be designated by the board; or

(iii) If it shall appear from the document that

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

(iv) By the holders of all outstanding shares; or             (v) If the corporate assets are in the 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.

(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 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.

(2) The signature, without more, of the person or

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.

(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 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.

(2) All fees, taxes and charges authorized by law to

be collected by the Secretary of State in connection with the filing of the document shall be tendered to the Secretary of State.

(3) If the Secretary of State finds that the document

conforms to law, he or she shall, when all fees, taxes and charges have been paid as in this Act prescribed:

(i) Endorse on the original and on the true copy,

if any, the word "filed" and the month, day and year thereof;

(ii) File the original in his or her office;             (iii) (Blank); or             (iv) If the filing is in duplicate, he or she

shall return one true copy to the corporation or its representative.

(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. 96‑1121, eff. 1‑1‑11.)

    (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:         (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

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. 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:         (1) No refund shall be made unless a petition for

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;

(2) No adjustment of any license fee, franchise tax,

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;

(3) If the refund or adjustment 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 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.

(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

country under the laws of which it is organized.

(2) The amount and nature of the claim.         (3) The details of each transaction and all facts

upon which the petitioner relies.

(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.)

(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 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 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, 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 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. 95‑331, eff. 8‑21‑07.)

(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 5/1.65) (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:
        (1) Section 3.10(m), relating to the donations for

the public welfare or for charitable, scientific, religious or educational purposes.

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