220 ILCS 5/6-102
2021 Illinois Compiled Statutes|Chapter 220 - UTILITIES|220 ILCS 5/ - Public Utilities Act.|Article VI - Capitalization

 (from Ch. 111 2/3, par. 6-102)Sec. 6-102. Authorization of issues of stock.(a) Subject to the provisions of this Act and of the order of the  Commission issued as provided in this Act, a public utility may issue  stocks and stock certificates, and bonds, notes and other evidences of  indebtedness payable at periods of more than 12 months after the date  thereof for any lawful purpose. However, such public utility  shall first have secured from the Commission an order authorizing such  issue and stating the amount thereof and the purpose or purposes to which  the issue or the proceeds thereof are to be applied, and that in the  opinion of the Commission, the money, property or labor to be procured or  paid for by such issue is reasonably required for the purpose or purposes  specified in the order.(b) The provisions of this subsection (b) shall apply  only to (1) any issuances of stock in a cumulative amount,  exclusive of any issuances referred to in item (3), that are  10% or more in a calendar year or 20% or more in a 24-month  period of the total common stockholders' equity or of the  total amount of preferred stock outstanding, as the case may  be, of the public utility, and (2) to any issuances of bonds,  notes or other evidences of indebtedness in a cumulative  principal amount, exclusive of any issuances referred to in  item (3), that are 10% or more in a calendar year or 20% or  more in a 24-month period of the aggregate principal amount of  bonds, notes and other evidences of indebtedness of the public  utility outstanding, all as of the date  of the issuance, but  shall not apply to (3) any issuances of stock or of bonds,  notes or other evidences of indebtedness 90% or more of the  proceeds of which are to be used by the public utility for  purposes of refunding, redeeming or refinancing outstanding  issues of stock, bonds, notes or other evidences of  indebtedness.  To enable it to determine whether it will issue the  order required by subsection (a) of this Section, the Commission may hold a hearing and may make such additional  inquiry or investigation, and examine such witnesses, books, papers,  accounts, documents and contracts and require the filing of such data as it  may deem of assistance. The public utility may be required by the  Commission to disclose every interest of the directors of such public  utility in any transaction under investigation. The Commission shall have  power to investigate all such transactions and to inquire into the good  faith thereof, to examine books, papers, accounts, documents and contracts  of public utilities, construction or other companies or of firms or  individuals with whom the public utility shall have had financial  transactions, for the purpose of enabling it to verify any statements  furnished, and to examine into the actual value of property acquired by or  services rendered to such public utility. Before issuing its order, the  Commission, when it is deemed necessary by the Commission, shall make an  adequate physical valuation of all property of the public utility, but a  valuation already made under proper public supervision may be adopted,  either in whole or in part, at the discretion of the Commission; and shall  also examine all previously authorized or outstanding securities of the  public utility, and fixed charges attached thereto. A statement of the  results of such physical valuation, and a statement of the character of all  outstanding securities, together with the conditions under which they are  held, shall be included in the order. The Commission may require that such  information or such part thereof as it thinks proper, shall appear upon the  stock, stock certificate, bond, note or other evidence of indebtedness  authorized by its order. The Commission may by its order grant permission  for the issue of such stock certificates, or bonds, notes or other  evidences of indebtedness in the amount applied for, or in a lesser amount,  or not at all, and may attach to the exercise of its permission such  condition or conditions as it may deem reasonable and necessary.  Nothing in this Section shall prevent a public utility from seeking, nor  the Commission from approving, a shelf registration plan for issuing  securities over a reasonable period in accordance with regulations  established by the United States Securities and Exchange Commission.  Any  securities issued pursuant to an approved shelf registration plan need not  be further approved by the Commission so long as they are in compliance  with the approved shelf registration plan. The  Commission shall have the power to refuse its approval of applications to  issue securities, in whole or in part, upon a finding that the issue of  such securities would be contrary to public interest. The Commission may  also require the public utility to compile for the information of its  shareholders such facts in regard to its financial transactions, in such  form as the Commission may direct.No public utility shall, without the consent of the Commission, apply  the issue of any stock or stock certificates, or bond, note or other  evidence of indebtedness, which was issued pursuant to an order of the  Commission entered pursuant to this subsection (b), or any part thereof, or  any proceeds thereof, to  any purpose not specified in the Commission's order or to any purpose  specified in the Commission's order in excess of the amount authorized for  such purpose; or issue or dispose of the same on any terms less favorable  than those specified in such order, or a modification thereof. The  Commission shall have the power to require public utilities to account for  the disposition of the proceeds of all sales of stocks and stock certificates,  and bonds, notes and other evidences of indebtedness, which were issued  pursuant to an order of the Commission entered pursuant to this subsection  (b), in such form and detail  as it may deem advisable, and to establish such rules and regulations as it  may deem reasonable and necessary to insure the disposition of such  proceeds for the purpose or purposes specified in its order.(c) A public utility may issue notes, for proper purposes, and not in  violation of any provision of this Act or any other Act, payable at periods  of not more than 12 months after the date of issuance of the same, without  the consent of the Commission; but no such note shall, in whole or in part,  be renewed or be refunded from the proceeds of any other such note or  evidence of indebtedness from time to time without the consent of the  Commission for an aggregate period of longer than 2 years.  A "telecommunications carrier" as that term is defined by Section 13-202  of this Act is exempt from the requirements of this subsection (c).(d) Any issuance of stock or of bonds, notes or other  evidences of indebtedness, other than issuances of notes  pursuant to subsection (c) of this Section, which is not  subject to subsection (b) of this Section, shall be regulated  by the Commission as follows:  the public utility shall file  with the Commission, at least 15 days before the date of the  issuance, an informational statement setting forth the type  and amount of the issue and the purpose or purposes to which  the issue or the proceeds thereof are to be applied.  Prior to  the date of the issuance specified in the public utility's  filing, the Commission, if it finds that the issuance is not  subject to subsection (b) of this Section, shall issue a  written order in conformance with subsection (a) of this  Section authorizing the issuance.  Notwithstanding any other  provisions of this Act, the Commission may delegate its  authority to enter the order required by this subsection (d)  to an administrative law judge.(e) The Commission shall have no power to authorize the capitalization  of  the right to be a corporation, or to authorize the capitalization of any  franchise, license, or permit whatsoever or the right to own, operate or  enjoy any such franchise, license, or permit, in excess of the amount  (exclusive of any tax or annual charge) actually paid to the State or to a  political subdivision thereof as the consideration for the grant of such  franchise, license, permit or right; nor shall any contract for  consolidation or lease be capitalized, nor shall any public utility  hereafter issue any bonds, notes or other evidences of indebtedness against  or as a lien, upon any contract for consolidation or merger.(f) The provisions of this Section shall not apply to public utilities  which  are not corporations duly incorporated under the laws of this State to the  extent that any such public utility may issue stock, bonds, notes or other  evidences of indebtedness not directly or indirectly constituting or  creating a lien or charge on, or right to profits from, any property used  or useful in rendering service within this State.  (Source: P.A. 100-840, eff. 8-13-18.)