(805 ILCS 5/10.30) (from Ch. 32, par. 10.30)
Sec. 10.30. Articles of amendment.
(a) Except as provided in Section 10.40, the articles of amendment shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth:
(1) The name of the corporation.
(2) The text of each amendment adopted.
(3) If the amendment was adopted by the |
| incorporators, a statement that the amendment was adopted by a majority of the incorporators, that no shares have been issued and that the directors were neither named in the articles of incorporation nor elected at the time the amendment was adopted. | |
(4) If the amendment was adopted by the directors |
| without shareholder action, a statement that the amendment was adopted by a majority of the directors and that shareholder action was not required. | |
(5) Where the amendment was approved by the |
|
(i) a statement that the amendment was adopted |
| at a meeting of shareholders by the affirmative vote of the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such amendment, as provided by the articles of incorporation; or | |
(ii) a statement that the amendment was adopted |
| by written consent signed by the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such amendment, as provided by the articles of incorporation, and in accordance with Section 7.10 of this Act. | |
(6) If the amendment provides for an exchange, |
| reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, then a statement of the manner in which such amendment shall be effected. | |
(7) If the amendment effects a change in the amount |
| of paid‑in capital, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of paid‑in capital as changed by such amendment. | |
(8) If the amendment restates the articles of |
| incorporation, the amendment shall so state and shall set forth: | |
(i) the text of the articles as restated;
(ii) the date of incorporation, the name under |
| which the corporation was incorporated, subsequent names, if any, that the corporation adopted pursuant to amendment of its articles of incorporation, and the effective date of any such amendments; | |
(iii) the address of the registered office and |
| the name of the registered agent on the date of filing the restated articles; and | |
(iv) the number of shares of each class issued |
| on the date of filing the restated articles and the amount of paid‑in capital as of such date. | |
The articles as restated must include all the |
| information required by subsection (a) of Section 2.10, except that the articles need not set forth the information required by paragraphs 3, 4 or 6 thereof. If any provision of the articles of incorporation is amended in connection with the restatement, the articles of amendment shall clearly identify such amendment. | |
(9) If, pursuant to Section 10.35, the amendment is |
| to become effective subsequent to the date on which the certificate of amendment is issued, the date on which the amendment is to become effective. | |
(10) If the amendment revives the articles of |
| incorporation and extends the period of corporate duration, the amendment shall so state and shall set forth: | |
(i) the date the period of duration expired |
| under the articles of incorporation; | |
(ii) a statement that the period of duration |
| will be perpetual, or, if a limited duration is to be provided, the date to which the period of duration is to be extended; and | |
(iii) a statement that the corporation has been |
| in continuous operation since before the date of expiration of its original period of duration. | |
(b) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of amendment.
(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 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 |
|
(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. 92‑33, eff. 7‑1‑01; 93‑59, eff. 7‑1‑03.) |
(805 ILCS 5/10.30) (from Ch. 32, par. 10.30)
Sec. 10.30. Articles of amendment.
(a) Except as provided in Section 10.40, the articles of amendment shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth:
(1) The name of the corporation.
(2) The text of each amendment adopted.
(3) If the amendment was adopted by the |
| incorporators, a statement that the amendment was adopted by a majority of the incorporators, that no shares have been issued and that the directors were neither named in the articles of incorporation nor elected at the time the amendment was adopted. | |
(4) If the amendment was adopted by the directors |
| without shareholder action, a statement that the amendment was adopted by a majority of the directors and that shareholder action was not required. | |
(5) Where the amendment was approved by the |
|
(i) a statement that the amendment was adopted |
| at a meeting of shareholders by the affirmative vote of the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such amendment, as provided by the articles of incorporation; or | |
(ii) a statement that the amendment was adopted |
| by written consent signed by the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such amendment, as provided by the articles of incorporation, and in accordance with Section 7.10 of this Act. | |
(6) If the amendment provides for an exchange, |
| reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, then a statement of the manner in which such amendment shall be effected. | |
(7) If the amendment effects a change in the amount |
| of paid‑in capital, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of paid‑in capital as changed by such amendment. | |
(8) If the amendment restates the articles of |
| incorporation, the amendment shall so state and shall set forth: | |
(i) the text of the articles as restated;
(ii) the date of incorporation, the name under |
| which the corporation was incorporated, subsequent names, if any, that the corporation adopted pursuant to amendment of its articles of incorporation, and the effective date of any such amendments; | |
(iii) the address of the registered office and |
| the name of the registered agent on the date of filing the restated articles; and | |
(iv) the number of shares of each class issued |
| on the date of filing the restated articles and the amount of paid‑in capital as of such date. | |
The articles as restated must include all the |
| information required by subsection (a) of Section 2.10, except that the articles need not set forth the information required by paragraphs 3, 4 or 6 thereof. If any provision of the articles of incorporation is amended in connection with the restatement, the articles of amendment shall clearly identify such amendment. | |
(9) If, pursuant to Section 10.35, the amendment is |
| to become effective subsequent to the date on which the certificate of amendment is issued, the date on which the amendment is to become effective. | |
(10) If the amendment revives the articles of |
| incorporation and extends the period of corporate duration, the amendment shall so state and shall set forth: | |
(i) the date the period of duration expired |
| under the articles of incorporation; | |
(ii) a statement that the period of duration |
| will be perpetual, or, if a limited duration is to be provided, the date to which the period of duration is to be extended; and | |
(iii) a statement that the corporation has been |
| in continuous operation since before the date of expiration of its original period of duration. | |
(b) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of amendment.
(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 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 |
|
(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. 92‑33, eff. 7‑1‑01; 93‑59, eff. 7‑1‑03.) |