2023 Illinois Compiled Statutes › Chapter 805 - BUSINESS ORGANIZATIONS › 805 ILCS 105/ - General Not For Profit Corporation Act of 1986. › Article 11 - Merger And Consolidation

(805 ILCS 105/Art. 11 heading)
ARTICLE 11.  
		MERGER AND CONSOLIDATION
(805 ILCS 105/111.05) (from Ch. 32, par. 111.05)
Sec. 111.05. 
		Right to merge or consolidate. 
		Any two or
more corporations may merge into one such corporation or
consolidate into a new corporation by adopting a plan of
merger or consolidation setting forth:
(a) The names of the corporations proposing to merge
or consolidate, and in the case of a merger, the name of the
corporation into which they propose to merge, which is
hereinafter designated as the surviving corporation, or in
the case of a consolidation, the name of the new corporation
into which they propose to consolidate, which is hereinafter
designated as the new corporation;
(b) The terms and conditions of the proposed merger or
consolidation;
(c) In the case of a merger, a statement of any changes in
the articles of incorporation of the surviving corporation
to be effected by such merger, or in the case of a
consolidation and with respect to the new corporation, all
of the statements required to be set forth in articles of
incorporation for corporations organized under this Act; and
(d) Such other provisions with respect to the proposed
merger or consolidation as are deemed necessary or
desirable, including provisions, if any, under which the
proposed merger or consolidation may be abandoned prior to
the filing of articles of merger or articles of
consolidation by the Secretary of State.
(Source: P.A. 84-1423.)
(805 ILCS 105/111.10) (from Ch. 32, par. 111.10)
Sec. 111.10. 
		
		Merger of Domestic Corporation into Body Corporate and
Politic.  A domestic corporation which carries on athletic sports and
promotes athletic interests among students of a State university with which
it is affiliated may be merged into a body corporate and politic which
manages and governs the State university.  The domestic not-for-profit
corporation and the body corporate and politic may accomplish such merger
by adopting a plan of merger setting forth:
(a) The names of the domestic corporation and the body corporate and
politic which propose to merge; and the name of the body corporate and
politic into which they propose to merge, which is hereinafter designated
as the surviving corporation;
(b) The terms and conditions of the proposed merger; and
(c) Such other provisions with respect to the proposed merger as are
deemed necessary or desirable, including provisions, if any, under which
the proposed merger may be abandoned prior to the filing of Articles of
Merger in the office of the Secretary of State.
(Source: P.A. 86-6.)
(805 ILCS 105/111.15) (from Ch. 32, par. 111.15)
Sec. 111.15. 
		Merger or consolidation by directors. 
		Where a corporation has no members or no members entitled to
vote on mergers or consolidations, a plan thereof shall be
adopted at a meeting of the board of directors upon
receiving the affirmative vote of a majority of the
directors in office.
(Source: P.A. 84-1423.)
(805 ILCS 105/111.20) (from Ch. 32, par. 111.20)
Sec. 111.20. 
		
		Merger or consolidation by directors and
members.  Where a corporation has members entitled to vote
on mergers or consolidations, a plan thereof shall be
adopted in the following manner:
(a) The board of directors shall adopt a resolution
approving the plan and directing that it be submitted to a
vote at a meeting of members entitled to vote on mergers or
consolidations, which may be either an annual or a special
meeting.
(b) Written or printed notice setting forth the proposed
plan or a summary thereof shall be given to each member
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 members.  If such meeting be an annual meeting,
the proposed plan, or a summary as aforesaid, may be
included in the notice of such annual meeting.
(c) At such meeting, at which there is a quorum of members,
a vote of the members entitled to vote on the proposed plan
shall be taken.  The proposed plan shall be adopted by
receiving the affirmative vote of at least two-thirds of the
votes present and voted either in person or by proxy, unless
any class of members is entitled to vote as a class in
respect thereof, in which event the proposed plan shall be
adopted by receiving the affirmative vote of at least 2/3
of the votes of the class present and voted either in
person or by proxy.
(d) The articles of incorporation or the bylaws of a
corporation may supersede the two-thirds vote requirement of
subsection (c) by specifying any smaller or larger vote
requirement not less than a majority of the votes which
members entitled to vote on such merger or consolidation
shall vote, either in person or by proxy, at a meeting at
which there is a quorum.
(Source: P.A. 84-1423.)
(805 ILCS 105/111.25) (from Ch. 32, par. 111.25)
Sec. 111.25. Articles of merger or consolidation.
(a) Articles of merger or consolidation shall be executed by
each corporation and filed in duplicate in accordance with
Section 101.10 of this Act and shall set forth:
(1) the name of each corporation;
(2) the plan of merger or consolidation;
(3) as to each corporation where the plan of merger     or consolidation was adopted pursuant to Section 111.15 of this Act:
(i) a statement that the plan received the         affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or
(ii) a statement that the plan was adopted by         written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act; and
(4) as to each corporation where the plan of merger     or consolidation was adopted pursuant to Section 111.20 of this Act:
(i) a statement that the plan was adopted at a         meeting of members by the affirmative vote of members having not less than the minimum number of votes necessary to adopt the plan, as provided by this Act, the articles of incorporation, or the bylaws, and the date of the meeting; or
(ii) a statement that the plan was adopted by         written consent, signed by members having not less than the minimum number of votes necessary to adopt the plan, as provided by this Act, the articles of incorporation or the bylaws, in compliance with Section 107.10 of this Act.
(b) When the provisions of this Section have been complied
with, the Secretary of State shall file the articles of
merger or consolidation.
(Source: P.A. 102-558, eff. 8-20-21.)
(805 ILCS 105/111.35) (from Ch. 32, par. 111.35)
Sec. 111.35. 
		
		Merger or consolidation of domestic and
foreign corporations.  One or more domestic corporations and
one or more foreign corporations may be merged or
consolidated in the following manner, provided such merger
or consolidation is permitted by the laws of the State or
country 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 or
consolidation, as the case may be, of domestic corporations
and each foreign corporation shall comply with the
applicable provisions of the laws of the State or country
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 or country
other than this State, it shall comply with the provisions
of this Act with respect to foreign corporations if it is to
conduct its affairs 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
(2) An irrevocable appointment of the Secretary
of State of this State as its agent to accept service of
process in any such proceeding.
(c) The effect of such merger or consolidation shall be the
same as in the case of the merger or consolidation of
domestic corporations, except, if the surviving or new
corporation is to be governed by the laws of any State or
country other than this State, only to the extent that the
laws of such other State or country shall otherwise provide.
(Source: P.A. 84-1423.)
(805 ILCS 105/111.37) (from Ch. 32, par. 111.37)
Sec. 111.37. 
		
		Merger of domestic
corporations and domestic or foreign corporations for
profit.
(a) One or more domestic corporations and one or
more domestic or foreign corporations for profit may merge
into one of such domestic corporations or consolidate into a
new domestic corporation, provided that such merger or
consolidation is permitted by the laws of the state or
country under which each such foreign corporation for profit
is organized.
(b) Each domestic corporation shall comply with the
provisions of this Act with respect to the merger or
consolidation of domestic corporations, each domestic
corporation for profit shall comply with the provisions of
the Business Corporation Act of 1983, as amended, with
respect to merger or consolidation of domestic corporations
for profit, 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 a
certificate of authority to transact business in this State
under the provisions of the Business Corporation Act of
1983, as amended, shall comply with the provisions of such
Act with respect to merger or consolidation of foreign
corporations for profit.
(c) The plan of merger or consolidation shall set forth, in
addition to all matters required by Section 111.05 of this
Act, the manner and basis of converting shares of each
merging or consolidating domestic or foreign corporation for
profit into membership or other interests of the surviving domestic corporation, or into cash, or into property,
or into any combination of the foregoing.
(d) The effect of a merger or consolidation under this
Section shall be the same as in the case of a merger or
consolidation of domestic corporations.
(Source: P.A. 93-59, eff. 7-1-03.)
(805 ILCS 105/111.40) (from Ch. 32, par. 111.40)
Sec. 111.40. 
		Effective date of merger or consolidation. 
		The merger or consolidation shall become effective upon the
filing of the articles of merger or
consolidation 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 or consolidation by
the
Secretary of State, as may be provided for in the plan.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/111.45)
Sec. 111.45. (Repealed).
(Source: P.A. 92-33, eff. 7-1-01. Repealed by P.A. 96-1121, eff. 1-1-11.)
(805 ILCS 105/111.50) (from Ch. 32, par. 111.50)
Sec. 111.50. 
		Effect of merger or consolidation. 
		When such merger or consolidation has been effected:
(a) The several corporations parties to the plan of
merger or consolidation shall be a single corporation,
which, in the case of a merger, is that corporation
designated in the plan of merger as the surviving
corporation, and, in the case of a consolidation, is the new
corporation provided for in the plan of consolidation.
(b) The separate existence of all corporations parties
to the plan of merger or consolidation, except the surviving
or new corporation, shall cease.
(c) Such surviving or new corporation has all the
rights, privileges, immunities, and powers and is subject to
all the duties and liabilities of a corporation organized
under this Act; however, this subsection (c) does not apply to a
surviving corporation which manages and governs a State university.
(d) Such surviving or new corporation shall thereupon
and thereafter possess all the rights, privileges,
immunities, and franchises, of a public or
private nature, of each of the merging or consolidating
corporations; and all property, real, personal, and mixed,
and all debts due on whatever account, and all other choses
in action, and all and every other interest, of or belonging
to or due to each of the corporations so merged or
consolidated, shall be taken and deemed to be transferred to
and vested in such single corporation without further act or
deed; and the title to any real estate, or any interest
therein, vested in any of such corporations shall not revert
or be in any way impaired by reason of such merger or
consolidation.
(e) Such surviving or new corporation shall
thenceforth be responsible and liable for all the
liabilities and obligations of each of the corporations so
merged or consolidated; and any claim existing or action or
proceeding pending by or against any of such corporations
may be prosecuted to judgment as if such merger or
consolidation had not taken place, or such surviving or new
corporation may be substituted in its place.  Neither the
rights of creditors nor any liens upon the property of any
such corporations shall be impaired by such merger or
consolidation.
(f) In case of a merger, the articles of incorporation
of the surviving corporation are deemed to be amended to the
extent, if any, that changes in its articles are stated in
the articles of merger; and, in the case of a consolidation,
the articles of incorporation of the new corporation are set
forth in the articles of consolidation.
(Source: P.A. 86-6; 86-697; 86-1028.)
(805 ILCS 105/111.55) (from Ch. 32, par. 111.55)
Sec. 111.55. 
		
		Sale, lease or exchange of assets in usual
and regular conduct of its affairs; mortgage or pledge of
assets.  The sale, lease, exchange 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 conduct of the affairs of the corporation, and a pledge
or mortgage of the property and assets of a 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 for profit, domestic or foreign, as shall
be authorized by its board of directors; and in such case no
authorization or consent of the members entitled to vote
shall be required.
(Source: P.A. 84-1423.)
(805 ILCS 105/111.60) (from Ch. 32, par. 111.60)
Sec. 111.60. 
		
		Sale, lease or exchange of assets, other
than in usual and regular conduct of its affairs.  A sale,
lease, exchange, or other disposition of all, or
substantially all, the property and assets, with or without
the good will, of a corporation, if not made in the usual
and regular course of the conduct of the affairs of the
corporation, may be made upon such terms and conditions and
for such consideration, 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 may
be authorized in the following manner:
(a) Where a corporation has no members or no members
entitled to vote on the sale, lease or exchange of assets,
such action may be adopted by the board of directors upon
receiving the affirmative vote of a majority of the
directors in office.
(b) Where a corporation has members entitled to vote on the
sale, lease or exchange of assets, such action may be
adopted if:
(1) The board of directors shall adopt a resolution
recommending such sale, lease, exchange, or other
disposition and directing the submission thereof to a vote
at a meeting of members entitled to vote which may be either
an annual or a special meeting.
(2) Written notice stating that the purpose, or one of
the purposes, of such meeting is to consider the sale,
lease, exchange, or other disposition of all, or
substantially all, the property and assets of the
corporation shall be given to each member entitled to vote
within the time and in the manner provided by this Act for
the giving of notice of meetings of members.  If such
meeting be an annual meeting, such purpose may be included
in the notice of such annual meeting.
(3) At such meeting the members entitled to vote on
such matter may authorize such sale, lease, exchange, or
other disposition and fix, or may authorize the board of
directors to fix, any or all of the terms and conditions
thereof and the consideration to be received by the
corporation therefor.  Such authorization shall require the
affirmative vote of two-thirds of the votes present and
voted either in person or by proxy unless any class of
members is entitled to vote at a class in respect thereof,
in which event the proposed action shall be adopted by
receiving the affirmative vote of at least two-thirds of the
votes of the class present and voted either in person or by
proxy.
(4) After such authorization by a vote of members, the
board of directors nevertheless, in its discretion, may
abandon such sale, lease, exchange, or other disposition of
assets, subject to the rights of third parties under any
contracts relating thereto, without further action or
approval by members entitled to vote.
(5) The articles of incorporation or the bylaws of a
corporation may supersede the two-thirds vote requirement of
this Section by specifying any smaller or larger vote
requirement not less than a majority of the votes which
members entitled to vote on the matter shall vote, either in
person or by proxy, at a meeting at which there is a quorum.
(Source: P.A. 84-1423.)