reglab/housing_qa huggingface dataset:
805 ILCS 5/11.35
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 11 - Merger And Consolidation - Dissenters' Rights

 (from Ch. 32, par. 11.35)Sec. 11.35.         Merger, consolidation or share exchange of domestic and  foreign corporations. One or more foreign corporations and one or more  domestic corporations may be merged or consolidated or their shares  exchanged in the following manner, provided such merger, consolidation or  exchange is permitted by the laws of the state under which each such  foreign corporation is organized:(a) Each domestic corporation shall comply with the provisions of this  Act with respect to the merger, consolidation or exchange, as the case may  be, of domestic corporations and each foreign corporation shall comply with  the applicable provisions of the laws of the state under which it is organized.(b) If the surviving or new corporation, as the case may be, is to be  governed by the laws of any state other than this State, it shall comply  with the provisions of this Act with respect to foreign corporations if it  is to do business in this State, and in every case it shall file with the  Secretary of State of this State:(1) an agreement that it may be served with process in this State in  any proceeding for the enforcement of any obligation of any domestic  corporation which is a party to such merger or consolidation and in any  proceeding for the enforcement of the rights of a dissenting shareholder of  any such domestic corporation against the surviving or new corporation,(2) an irrevocable appointment of the Secretary of State of this  State as its agent to accept service of process in any such proceeding, and(3) an agreement that it will promptly pay to the dissenting  shareholders of any such domestic corporation the amount, if any, to which  they shall be entitled under the provisions of this Act with respect to the  rights of dissenting shareholders.The effect of such merger or consolidation shall be the same as in the  case of the merger or consolidation of domestic corporations.(c) If the acquiring corporation in a share exchange is governed by the  laws of any state other than this State, it shall comply with the provisions  of this Act with respect to foreign corporations if it is to do business  in this State and, in every case, it shall file with the Secretary of State  of this State:(1) an agreement that it may be served with process in this State in any  proceeding for the enforcement of the rights of a dissenting shareholder  of a domestic corporation whose shares are acquired against the acquiring corporation.(2) an irrevocable appointment of the Secretary of State of this State  as its agent to accept service of process in any such proceeding, and(3) an agreement that it will promptly pay to the dissenting shareholders  of such domestic corporation the amount, if any, to which they shall be  entitled under the provisions of this Act with respect to the rights of  dissenting shareholders.    (Source: P.A. 84-1308.)
805 ILCS 5/11.37
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 11 - Merger And Consolidation - Dissenters' Rights

 (from Ch. 32, par. 11.37)Sec. 11.37. Merger or consolidation of domestic or foreign  corporations and domestic not for profit corporations.(a) One or more  domestic corporations or one or more foreign corporations may merge into a  domestic not for profit corporation subject to the provisions of the  General Not For Profit Corporation Act of 1986, as amended, provided that  in the case of a foreign corporation for profit, such merger is permitted by  the laws of the State or country under which  such foreign corporation for profit is organized.(b) Each domestic corporation shall comply with the provisions of this  Act with respect to the merger of domestic corporations,  each domestic not for profit corporation shall comply with the provisions  of the General Not For Profit Corporation Act of 1986, as amended.  With  respect to merger of domestic not for profit corporations,  each foreign corporation for profit shall comply with the laws of the state  or country under which it is organized, and each foreign corporation for  profit having authority to transact business in this State  under the provisions of this Act shall comply with the provisions of this  Act with respect to merger of foreign corporations for  profit.(c) The plan of merger shall set forth, in addition to  all matters required by Section 11.05 of this Act, the manner and basis of  converting shares of each merging domestic or foreign  corporation for profit into membership or other interests of the surviving domestic not for profit corporation, or into cash, or into property,  or into any combination of the foregoing.(d) The effect of a merger under this Section shall be  the same as in the case of a merger of domestic  corporations as set forth in subsection (a) of Section 11.50 of this Act.(e) When such merger has been effected, the shares of  the corporation or corporations to be converted under the terms of the plan  cease to exist.  The holders of those shares are entitled only to the  membership or other interests, cash, or other property or combination  thereof, into which those shares have been converted in accordance with the  plan, subject to any dissenters' rights under Section 11.70 of this Act.  (Source: P.A. 96-66, eff. 1-1-10.)
805 ILCS 5/11.40
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 11 - Merger And Consolidation - Dissenters' Rights

 (from Ch. 32, par. 11.40)Sec. 11.40.     Effective date of merger, consolidation or exchange.     The merger, consolidation or exchange shall become effective upon filing of  the articles of merger, consolidation or  exchange by the Secretary of State or on a later specified  date, not more than  30 days subsequent to the filing of the articles of merger, consolidation or  exchange by the Secretary of  State, as may be provided for in the plan.    (Source: P.A. 92-33, eff. 7-1-01.)
805 ILCS 5/11.45
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 11 - Merger And Consolidation - Dissenters' Rights

Sec. 11.45. (Repealed).        (Source: P.A. 93-59, eff. 7-1-03. Repealed by P.A. 96-1121, eff. 1-1-11.)
805 ILCS 5/11.55
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 11 - Merger And Consolidation - Dissenters' Rights

 (from Ch. 32, par. 11.55)Sec. 11.55.         Sale,  lease, exchange, or mortgage of assets in usual and regular course of  business.  The sale, lease, exchange, mortgage, pledge, or other disposition of  all, or substantially all, the property and assets of a corporation, when  made in the usual and regular course of the business of the corporation,  may be made upon such terms and conditions and for such considerations,  which may consist, in whole or in part, of money or property, real or  personal, including shares of any other corporation, domestic or foreign,  as shall be authorized by its board of directors; and in such case no  authorization or consent of the shareholders shall be required.    (Source: P.A. 83-1025.)
805 ILCS 5/11.65
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 11 - Merger And Consolidation - Dissenters' Rights

 (from Ch. 32, par. 11.65)Sec. 11.65.     Right to dissent.     (a) A shareholder of a corporation is  entitled to dissent from, and obtain payment for his or her shares in the  event of any of the following corporate actions:(1) consummation of a plan of merger or consolidation or a plan of share  exchange to which the corporation is a party if (i) shareholder authorization  is required for the merger or consolidation or the share exchange by Section  11.20 or the articles of incorporation or (ii) the corporation is a subsidiary  that is merged with its parent or another subsidiary under Section 11.30;(2) consummation of a sale, lease or exchange of all, or substantially  all, of the property and assets of the corporation other than in the usual  and regular course of business;(3) an amendment of the articles of incorporation that materially and  adversely affects rights in respect of a dissenter's shares because it:(i) alters or abolishes a preferential right of such shares;(ii) alters or abolishes a right in respect of redemption, including a  provision respecting a sinking fund for the redemption or repurchase, of such shares;(iii) in the case of a corporation incorporated prior to January 1, 1982,  limits or eliminates cumulative voting rights with respect to such shares; or(4) any other corporate action taken pursuant to a shareholder vote if  the articles of incorporation, by-laws, or a resolution of the board of  directors provide that shareholders are entitled to dissent and obtain payment  for their shares in accordance with the procedures set forth in Section  11.70 or as may be otherwise provided in the articles, by-laws or resolution.(b) A shareholder entitled to dissent and obtain payment for his or her  shares under this Section may not challenge the corporate action creating  his or her entitlement unless the action is fraudulent with respect to the  shareholder or the corporation or constitutes a breach of a fiduciary duty  owed to the shareholder.(c) A record owner of shares may assert dissenters' rights as to fewer  than all the shares recorded in such person's name only if such person dissents  with respect to all shares beneficially owned by any one person and notifies  the corporation in writing of the name and address of each person on whose  behalf the record owner asserts dissenters' rights.  The rights of a partial  dissenter are determined as if the shares as to which  dissent is made and the other shares were recorded in the names of different  shareholders.  A beneficial owner of shares who is not the record owner  may assert dissenters' rights as to shares held on such person's behalf  only if the beneficial owner submits to the corporation the record owner's  written consent to the dissent before or at the same time the beneficial  owner asserts dissenters' rights.    (Source: P.A. 85-1269.)
805 ILCS 5/Art. 12 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 12 - Dissolution And Remedies

 ARTICLE 12.      DISSOLUTION AND REMEDIES
805 ILCS 5/12.05
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 12 - Dissolution And Remedies

 (from Ch. 32, par. 12.05)Sec. 12.05.     Voluntary dissolution by incorporators or by initial directors.       Dissolution of a corporation may be authorized either by a majority of incorporators  if initial directors were not named in the articles of incorporation or  have not been elected, or by a majority of the directors if initial directors  were named in the articles of incorporation or have been elected, provided that:(a) None of the shares of the corporation have been issued.(b) The amount, if any, actually paid in on the subscriptions to the shares  of the corporation, less any part thereof disbursed for necessary expenses,  has been returned to those entitled thereto.(c) No debts of the corporation remain unpaid.(d) Written notice of the election to dissolve the corporation has been  given to all incorporators or all directors, as the case may be, not less  than three days before the execution of articles of dissolution.    (Source: P.A. 83-1025.)
805 ILCS 5/12.10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 12 - Dissolution And Remedies

 (from Ch. 32, par. 12.10)Sec. 12.10.     Voluntary dissolution by written consent of all shareholders.       Dissolution of a corporation may be authorized by the unanimous consent  in writing of the holders of all outstanding shares entitled to vote on dissolution.Dissolution pursuant to this Section does not require any vote or action  of the directors of the corporation.    (Source: P.A. 83-1025.)
805 ILCS 5/12.15
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 12 - Dissolution And Remedies

 (from Ch. 32, par. 12.15)Sec. 12.15.     Voluntary dissolution by vote of shareholders.     Dissolution  of a corporation may be authorized by a vote of shareholders, in the following  manner:(a) Either:(1) The board of directors shall adopt a resolution,     which may be with or without their recommendation, proposing that the corporation be dissolved voluntarily, and directing that the question of such dissolution be submitted to a vote at a meeting of shareholders, which may be either an annual or special meeting, or(2) Holders of not less than one-fifth of the votes     of the shares entitled to vote on dissolution may, in writing, propose the dissolution of the corporation to the board of directors; if the directors fail or refuse to call a meeting of shareholders to consider such proposal for more than one year after delivery thereof, the shareholders proposing dissolution may call a meeting of the shareholders to consider such proposal.(b) Written notice stating that the purpose, or one of the purposes, of  the shareholders' meeting is to consider the voluntary dissolution of  the corporation, shall be given to each shareholder whether or not entitled  to vote at such meeting within the time and in the manner provided in this  Act for the giving of notice of  meetings of shareholders. If such meeting be an annual meeting, such  purpose may be included in the notice of such annual meeting.(c) At such meeting a vote of the shareholders entitled to vote  on dissolution shall be taken on the resolution to dissolve voluntarily the  corporation, which shall require for its adoption the affirmative votes of at least two-thirds of the votes of the  shares entitled  to vote on dissolution, unless any class of shares is entitled to vote  as a class in respect thereof, in which event the resolution shall  require for its adoption the affirmative votes of  at least  two-thirds of the votes of the shares of each class of  shares entitled to  vote as a class in respect thereof and of the votes of the total shares  entitled to vote on dissolution.(d) The articles of incorporation of any corporation may supersede the  two thirds vote requirement of subsection (c) as to that corporation by  specifying any smaller or larger vote requirement not less than a majority  of the votes of the shares entitled to vote on dissolution  and not less than  a majority of the votes of the shares of any class entitled  to vote as a  class on dissolution.    (Source: P.A. 89-48, eff. 6-23-95.)
805 ILCS 5/12.20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 12 - Dissolution And Remedies

 (from Ch. 32, par. 12.20)Sec. 12.20.     Articles of dissolution.(a) When a voluntary dissolution  has been authorized as provided by this Act, articles of dissolution 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 date dissolution was authorized.(3) A post-office address to which may be mailed a     copy of any process against the corporation that may be served on the Secretary of State.(4) A statement of the aggregate number of issued     shares of the corporation itemized by classes and series, if any, within a class, as of the date of execution.(5) A statement of the amount of paid-in capital of     the corporation as of the date of execution.(6) Such additional information as may be necessary     or appropriate in order to determine any unpaid fees or franchise taxes payable by such corporation as in this Act prescribed.(7) Where dissolution is authorized pursuant to     Section 12.05, a statement that a majority of incorporators or majority of directors, as the case may be, have consented to the dissolution and that all provisions of Section 12.05 have been complied with.(8) Where dissolution is authorized pursuant to     Section 12.10, a statement that the holders of all the outstanding shares entitled to vote on dissolution have consented thereto.(9) Where dissolution is authorized pursuant to     Section 12.15, a statement that a resolution proposing dissolution has been 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 resolution as provided by the articles of incorporation.(b) When the provisions of this Section have been complied with, the  Secretary of State shall file the articles of  dissolution.(c) The dissolution is effective on the date of the filing of the  articles thereof by the Secretary of State.    (Source: P.A. 92-33, eff. 7-1-01.)
805 ILCS 5/12.25
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 12 - Dissolution And Remedies

 (from Ch. 32, par. 12.25)Sec. 12.25.     Revocation of Dissolution.(a) A corporation may revoke  its dissolution within 60 days of the effective date of  dissolution if the corporation  has not begun to distribute its assets or has not commenced a proceeding  for court-supervision of its winding up under Section 12.50.(b) The corporation's board of directors, or its incorporators if shares  have not been issued and the initial directors have not been designated,  may revoke the dissolution without shareholder action.(c) Within 60 days after the dissolution has been revoked  by the corporation, articles of revocation of dissolution  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 effective date of the dissolution that was     revoked.(3) A statement that the corporation has not begun to     distribute its assets nor has it commenced a proceeding for court-supervision of its winding up.(4) The date the revocation of dissolution was     authorized.(5) A statement that the corporation's board of     directors (or incorporators) revoked the dissolution.(d) When the provisions of this Section have been complied with, the  Secretary of State shall file the articles of  revocation of dissolution.  Failure to file the revocation of dissolution as required in subsection  (c) hereof shall not be grounds for the Secretary of State to reject the  filing, but the corporation filing beyond the time period shall pay a  penalty as prescribed by this Act.(e) The revocation of dissolution is effective on the date of filing thereof  by the Secretary of State and shall relate back  and take effect as of the date of  dissolution  and the corporation may resume carrying on business as if dissolution had  never occurred.    (Source: P.A. 92-33, eff. 7-1-01.)
805 ILCS 5/12.30
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 12 - Dissolution And Remedies

 (from Ch. 32, par. 12.30)Sec. 12.30.     Effect of dissolution.     (a) Dissolution of a corporation  terminates its corporate existence and a dissolved corporation shall not  thereafter carry on any business except that necessary to wind up and liquidate  its business and affairs, including:(1) Collecting its assets;(2) Disposing of its assets that will not be distributed in kind to its shareholders;(3) Giving notice in accordance with Section 12.75 and discharging or  making provision for discharging its liabilities;(4) Distributing its remaining assets among its shareholders according  to their interests; and(5) Doing such other acts as are necessary to wind up and liquidate its  business and affairs.(b) After dissolution, a corporation may transfer good and merchantable  title to its assets as authorized by its board of directors or in accordance  with its by-laws.(c) Dissolution of a corporation does not:(1) Transfer title to the corporation's assets;(2) Prevent transfer of its shares or securities, provided, however, the  authorization to dissolve may provide for closing the corporation's share  transfer books;(3) Effect any change in the by-laws of the corporation or otherwise affect  the regulation of the affairs of the corporation except that all action shall  be directed to winding up the business and affairs of the corporation;(4) Prevent suit by or against the corporation in its corporate name;(5) Abate or suspend a criminal, civil or any other proceeding  pending by or against the corporation  on the effective date of dissolution.    (Source: P.A. 85-1344.)
805 ILCS 5/12.35
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 12 - Dissolution And Remedies

 (from Ch. 32, par. 12.35)Sec. 12.35.     Grounds for administrative dissolution.     The Secretary  of State may dissolve any corporation administratively if:(a) It has failed to file its annual report or final transition annual  report and pay its franchise tax as required by this Act before the first  day of the anniversary month or, in the case of a corporation which has  established an extended filing month, the extended filing month of the  corporation of the year in which such annual report becomes due and such  franchise tax becomes payable;(b) it has failed to file in the office of the Secretary of State any  report after the expiration of the period prescribed in this Act for filing  such report;(c) it has failed to pay any fees, franchise taxes, or charges prescribed  by this Act;(d) it has misrepresented any material matter in any application,  report, affidavit, or other document filed by the corporation pursuant to this  Act;(e) it has failed to appoint and maintain a registered agent in  this State;(f) it has tendered payment to the Secretary of State which is returned  due to  insufficient funds, a closed account, or for any other reason, and acceptable  payment has  not been subsequently tendered;(g) upon the failure of an officer or director to whom interrogatories have  been  propounded by the Secretary of State as provided in this Act, to answer the  same fully  and to file such answer in the office of the Secretary of State; or(h) if the answer to such interrogatories discloses, or if the fact is  otherwise  ascertained, that the proportion of the sum of the paid-in capital of such  corporation  represented in this State is greater than the amount on which such corporation  has  theretofore paid fees and franchise taxes, and the deficiency therein is not  paid.    (Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)