805 ILCS 5/9.05
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 9 - Distributions

 (from Ch. 32, par. 9.05)Sec. 9.05. Power of corporation to acquire its own shares.(a) A corporation may acquire its own shares, subject to limitations set  forth in Section 9.10 of this Act.(b) If a corporation acquires its own shares after the effective date of  this amendatory Act of 1993, the shares constitute treasury shares  until cancelled as provided by subsection (d) of this Section.(c) A corporation shall file a report under Section 14.25 of this  Act in the case of its acquisition of its own shares that occurs  either prior to January 1, 1991 or on or prior to the last day of the third  month immediately preceding the corporation's anniversary month in 1991.  A  corporation shall file a report under Section 14.30 of this Act in the case  of its acquisition and cancellation of its own shares that occurs after  both December 31, 1990 and the last day of such third month.  However, if the articles of incorporation provide that  the  number of authorized shares is reduced by an acquisition and cancellation  of shares, then the corporation shall, within 60 days after the date of  acquisition, execute and file in duplicate in accordance with Section 1.10 of  this Act, a statement of cancellation which sets forth:(1) The name of the corporation.(2) The aggregate number of shares which the     corporation has authority to issue, itemized by classes and series, if any, within a class before giving effect to the cancellation.(3) The aggregate number of issued shares, itemized     by classes and series, if any, within a class before giving effect to the cancellation.(4) The number of shares cancelled, itemized by     classes and series, if any, within a class.(5) The aggregate number of shares which the     corporation has the authority to issue, itemized by classes and series, if any, within a class after giving effect to the cancellation.(6) The aggregate number of issued shares, itemized     by classes and series, if any, within a class, after giving effect to the cancellation.(7) A statement, expressed in dollars, of the amount     of the paid-in capital of the corporation before giving effect to the cancellation.(8) A statement, expressed in dollars, of the amount     of the paid-in capital of the corporation after giving effect to the cancellation.Upon the filing of the statement of cancellation by the  Secretary of State, the paid-in  capital of the corporation shall be deemed to be reduced by that part of  the paid-in capital which was, at the time of the cancellation,  represented by the shares so cancelled, to the extent of the cost from the paid-in capital of the reacquired and cancelled shares or a lesser amount as may be elected by the corporation, and the statement of cancellation  shall operate as an amendment to the articles of incorporation so as to  reduce the number of authorized shares by the number of shares so cancelled.(d) A corporation, by resolution of the board of directors, may cancel any  of its treasury shares.  When cancelled, the shares shall constitute authorized  but unissued shares unless the articles of incorporation provide that the  shares shall not be reissued, in which case the number of authorized shares  shall be reduced by the number of shares cancelled.(e) Until the report required by subsection (c) of this Section, or  the report required by Section 14.25 or Section 14.30 of this Act  reporting a reduction in paid-in capital, shall have been filed in  the office of the Secretary of State, the basis of the annual franchise tax  payable by the corporation shall not be reduced, provided, however, in no  event shall the annual franchise tax for any taxable year be reduced if  such report is not filed prior to 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 that taxable year and before  payment of its annual franchise tax.       (Source: P.A. 94-605, eff. 1-1-06.)