215 ILCS 5/32
2021 Illinois Compiled Statutes|Chapter 215 - INSURANCE|215 ILCS 5/ - Illinois Insurance Code.|Article II - Domestic Stock Companies

 (from Ch. 73, par. 644)(Section scheduled to be repealed on January 1, 2027)Sec. 32.     Increase in capital.(1) Any company subject to this Article may increase its paid-up  capital either by issuing additional shares not to exceed the number of  authorized shares as set forth in its Articles or by increasing the par  value of its shares. No company shall issue additional shares nor increase  the par value of its shares without first procuring from the Director a  permit so to do, which permit shall expire one year from its date.  If the proposed increase in capital is part of a series of transactions that  includes subsequent transactions that will be subject to Article VIII 1/2, the  company shall provide the Director all of the information called for in Article  VIII 1/2 prior to the Director's issuance of a permit.  The Director may  decline to issue a permit if the Director is not satisfied that the proposed  series of transactions satisfies the standards established in Article VIII  1/2.The Director, upon compliance by the company with the applicable  provisions of this Code, and such reasonable regulations relating to the  offering, issuance, subscription or sale of or for shares as may be  promulgated by the Director to the end that no inequity, fraud or deceit  may be worked or tend to be worked upon prospective subscribers to,  recipients or purchasers of shares or present holders thereof, shall issue  a permit to the company to issue additional shares upon receipt of a copy  of a resolution by the Board of Directors authorizing the issuance of such  shares.If preferred shares having a right of conversion to common shares are to be  issued, the terms and conditions on which the shares may be converted shall be  provided to the Director before a permit may be issued pursuant to this  Section.In the case of shares to be issued for sale, the permit shall authorize  the company to solicit subscriptions to such shares on a form of  subscription agreement which shall have been submitted to and approved by  the Director.All of the provisions of this Code relative to the filing, terms and  effect of subscription agreements, payment for shares, the limitations of  expenses, filing of bonds except that no bonds shall be required when a  company issues stock to its sole shareholder, deposit of proceeds of  shares, return of funds  in the event the payment for all of the additional shares is not completed,  and qualification or registration shall apply to the same extent and effect  as if the additional shares were shares representing the original capital  of a company being organized under this Article, except that no  organization bond with regard to costs incurred in connection with  liquidation or dissolution shall be required, and if the subscription  agreement provides for payment in installments, such installments shall not  extend beyond one year from date of the permit of the Director.If shares are to be issued as a stock dividend, or if the par value of  shares is to be increased, the permit shall authorize the company to pay  for such additional shares or increase in par value by transferring the  requisite amount of surplus to paid-up capital provided, however, no  transfer of such surplus shall be made which will reduce the remaining  surplus to less than the surplus required by Section 13. In the case of  an increase in par value, the  company may require each shareholder to surrender his or her certificate  and to  accept in lieu thereof a new certificate conforming to such increase in par  value.No more than one permit of the types under this Section may be  outstanding in the name of any company at any time.(2) When the Director is notified that the additional shares proposed to  be issued have, or that the increase in par value has, been fully paid, and  that all of the requirements of the permit have been satisfied, he or she  shall  make an examination of the company and if he or she finds that the  provisions of  this Section have been complied with, he or she shall issue a certificate  of  paid-up capital to that effect which shall be filed with the recorder of  the county in which the principal office of the company is located  within 15 days from the date of said certificate. Upon the issuance of such  certificate, the company may withdraw the proceeds of the sale, if any, of  its shares and the bond, conditioned upon the full and complete accounting  by the company for the proceeds of any such sale of shares, shall terminate  or the cash deposited with the Director in lieu of such bond shall be  returned.(3) If the Director finds that any company has failed to comply with, or  has violated any provision of the Code or any regulation promulgated under  subsection (1), he or she may, in addition to and notwithstanding any other  procedure, remedy or penalty provided under the laws of this State, after  notice and hearing, revoke the permit issued to it under subsection (1).    (Source: P.A. 90-381, eff. 8-14-97.)