2023 Illinois Compiled Statutes › Chapter 205 - FINANCIAL REGULATION › 205 ILCS 620/ - Corporate Fiduciary Act. › Article II - Certificate of Authority and Organization

(205 ILCS 620/Art. II heading)
ARTICLE II.  
		CERTIFICATE OF AUTHORITY AND ORGANIZATION
(205 ILCS 620/2-1) (from Ch. 17, par. 1552-1)
Sec. 2-1. 
(a) Any corporation which has been or shall be
incorporated under the general corporation laws of this State for
the purpose of accepting and executing trusts, and any state
bank, state savings and loan association, state savings bank, or
other special corporation now or hereafter authorized by law to
accept or execute trusts, may be appointed to act as a fiduciary
in any capacity a natural person or corporation may act, and
shall include, but not be limited to, acting as assignee or trustee
by deed, and executor, guardian or trustee by will, custodian
under the Illinois Uniform Transfers to Minors Act and such appointment
shall be of like force as in case of appointment of a natural
person and shall be designated a corporate fiduciary.
(b) No corporate fiduciary shall dissolve or cease its corporate
existence without prior notice to and approval by the Commissioner and
compliance with the requirements of Section 7-1 of this Act.
(Source: P.A. 100-863, eff. 8-14-18.)
(205 ILCS 620/2-2) (from Ch. 17, par. 1552-2)
Sec. 2-2. 
		
		(a)  Whenever application shall be made to any
court in this State for the appointment of any receiver,
assignee, guardian, executor, administrator or other trustee or
fiduciary appointed by the court, it shall be lawful for such
court to appoint any corporate fiduciary as such trustee,
fiduciary, receiver, assignee, guardian, executor or
administrator.  Provided, any such appointment as guardian shall
apply to the estate only, and not to the person.
(b) Any court having appointed and having jurisdiction of
any receiver, executor, administrator, guardian, assignee or
other trustee or fiduciary appointed by the court, upon the
application of such officer, trustee or fiduciary, or upon the
application of any person having an interest in the estate
administered by such officer, trustee or fiduciary, after such
notice to the other parties in interest as the court may direct,
and after a hearing upon such application, may order such
officer, trustee or fiduciary to deposit any moneys then in his,
her or its custody, or which may come into his, her or its
custody thereafter, and until the further order of the court,
with any corporate fiduciary, and upon deposit of such money, and
its receipt and acceptance by the corporate fiduciary, the
officer, trustee or fiduciary shall be discharged from further
care or responsibility therefor.  Such deposits shall be paid out
only upon the orders of said court.
(c) Whenever, in the judgment of any court having
jurisdiction of any estate in process of administration by any
assignee, receiver, executor, administrator, guardian, or other
trustee or fiduciary, the bond required by law of such officer
shall seem burdensome or excessive, upon application of such
officer, trustee or fiduciary, and after such notice to the
parties in interest as the court shall direct, and after a
hearing on such application, the court may order the officer,
trustee or fiduciary to deposit with any corporate fiduciary for
safe keeping, such portion or all of the personal assets of the
estate as it shall deem proper, and thereupon, the court shall,
by an order entered of record, reduce the bond to be given, or
theretofore given by such officer, trustee or fiduciary, so as to
cover only the estate remaining in the custody of the officer,
trustee or fiduciary, and the property as deposited shall
thereupon be held by the corporate fiduciary under the orders and
directions of the court.
(Source: P.A. 85-858.)
(205 ILCS 620/2-3) (from Ch. 17, par. 1552-3)
Sec. 2-3. 
		
		Corporate fiduciaries shall be entitled to and
shall be allowed reasonable compensation for all the services
performed by them under the provisions of this Act and the
corporate fiduciary shall be reimbursed for all proper expenses
incurred in the performance of their duties under this Act.
(Source: P.A. 85-858.)
(205 ILCS 620/2-4) (from Ch. 17, par. 1552-4)
Sec. 2-4. 
		Certificate of authority.
(a) It shall not be lawful for any person to engage in the trust
business, after the effective date of this amendatory Act of 1995, without
first filing an application for and procuring from the
Commissioner, a certificate of authority stating that such
person has complied with the requirements of this
Act and is qualified to engage in the trust business.
(b) No natural person or natural persons, firm or partnership, or
corporation not having been authorized under this Act shall transact a trust
business.  A person who violates this Section is guilty
of a Class A misdemeanor, and the Attorney General or State's Attorney of the
county in which the violation occurs may restrain the violation by a complaint
for injunctive relief.
(Source: P.A. 89-364, eff. 8-18-95.)
(205 ILCS 620/2-4.5)
Sec. 2-4.5. 
		Exemptions. 
		For the purposes of this Act, a person does not
engage in the trust business by:
(1) the rendering of fiduciary services by an attorney-at-law admitted to
the
practice of law in this State;
(2) rendering services as a certified or registered public accountant in the
performance of duties as such;
(3) acting as a trustee or receiver in bankruptcy;
(4) engaging in the business of an escrow agent;
(5) receiving rents and proceeds of sale as a licensed real estate broker on
behalf of the principal;
(6) acting as trustee under a deed of trust made only as security for the
payment of money or for the performance of another act;
(7) acting in accordance with its authorized powers as a religious,
charitable, educational, or other not-for-profit corporation or as a charitable
trust or as an unincorporated religious organization;
(8) engaging in securities transactions as a dealer or salesman;
(9) acting as either a receiver under the supervision of a court or as
an assignee for the benefit of creditors under the supervision of a court;
or
(10) engaging in such other activities that the Commissioner may prescribe
by
rule.
(Source: P.A. 89-364, eff. 8-18-95.)
(205 ILCS 620/2-5) (from Ch. 17, par. 1552-5)
Sec. 2-5. 
		
		The application for a certificate of authority
shall be filed with the Commissioner, signed by the president or
vice president and attested by the corporate secretary or cashier
and acknowledged before some officer authorized by law to
acknowledge deeds.  The application shall set forth:
(a) the name and address of the applicant;
(b) a statement of the proposed management including
experience in administering trusts;
(c) the duration of the proposed corporate fiduciary which
may be perpetual;
(d) the amount of capital, surplus and reserve for
operating expenses of the corporate fiduciary or which will be
committed to the trust department if the applicant is a bank,
savings and loan association or savings bank;
(e) a description of the capital structure of the corporate
fiduciary including the number of shares of stock, the classes of
such stock, the par value if any, and the amount for which each
share is to be sold;
(f) a list of the powers, fiduciary appointments and fiduciary
functions the corporate fiduciary wishes to exercise; and
(g) such other relevant information as the Commissioner may
require to support the findings the Commissioner is required to
make to issue a certificate of authority under this Act.
(Source: P.A. 86-754.)
(205 ILCS 620/2-6) (from Ch. 17, par. 1552-6)
Sec. 2-6. 
		
		Upon the filing of an application for a certificate of authority,
the Commissioner shall cause to be made an investigation of the truth of the
statements therein and the background of the management and controlling
shareholder or shareholders and shall not approve the application and issue a
certificate of authority unless he shall be of the opinion and finds:
(a) that the proposed capital at least meets the minimum amounts as
determined pursuant to this Act including amounts deemed necessary to support
the scope of the proposed operations;
(b) that the general character and experience of the proposed management is
such as to assure reasonable promise of successful, safe and sound operation;
and
(c) that the prior business affairs of the persons who will control the
corporate fiduciary or the proposed management personnel, whether as a
stockholder, director, officer, or customer, were conducted in a safe, sound
manner, and lawful manner.
(Source: P.A. 88-408.)
(205 ILCS 620/2-6.5)
Sec. 2-6.5. 
		Directors.
(a) The business and affairs of a corporate fiduciary
shall
be managed by its board of directors, which shall exercise its powers
in accordance with this Section.
(b) The directors shall  be  elected  as  provided  in  this  Act.  Any
omission to
elect a director or directors shall not impair any of the rights and
privileges
of the corporate fiduciary or of any person in any way interested.
The
existing  directors  shall  hold  office  until  their successors are elected
and qualify.
(c) Notwithstanding the provisions of any certificate of authority
heretofore or hereafter issued, the number of directors, not fewer than 5,
may be fixed from time to time by the stockholders at any meeting of the
stockholders  called  for  the  purpose  of  electing directors  or changing
the number thereof by the affirmative vote of at least two-thirds of the
outstanding stock entitled to vote at the meeting, and the number so fixed
shall be the  board  regardless  of vacancies  until  the  number  of directors
is thereafter changed by similar action.
(d) Except  as  otherwise provided in this subsection, directors shall
hold
office until the next  annual  meeting  of  the  stockholders succeeding  their
election or until their successors are elected and qualify. If the board of
directors consists of 6 or more members, in lieu of electing the
membership
of the whole board of directors annually, the by-laws of a corporate
fiduciary
may provide that the directors shall be divided into either 2 or 3 classes,
each class to be as nearly equal in number as is  possible.  The term of
office
of directors of the first class shall expire at the first annual meeting of the
stockholders after their election, that of the second class shall expire at the
second annual meeting after their election, and that of the third class, if
any,
shall expire at the third annual meeting after their election. At each annual
meeting after classification, the number of directors equal to the number of
the class whose terms expire at the time of the meeting shall be elected to
hold office until the second succeeding annual meeting if there are 2
classes
or until the third succeeding annual meeting if there are 3 classes.
Vacancies
may be filled by stockholders at a special meeting called for the purpose.
If  authorized  by  the  corporate fiduciary's by-laws or an amendment thereto,
the directors of a corporate fiduciary may  properly fill a vacancy or
vacancies
arising between stockholders' meetings, but at no time may the number of
directors  selected  to fill a vacancy in this manner during any interim period
between stockholders' meetings exceed one-third of the total membership
of the board of directors.
(e) The  board  of  directors  shall hold regular meetings at least once
each month, provided that, upon prior written approval by the
Commissioner,
the  board  of  directors  may hold regular meetings less frequently than once
each month but at least once each calendar quarter. A special meeting of the
board of directors may be held as  provided  by the  by-laws.   A  special
meeting of the board of directors may also be held as provided in Section 5-5
of this Act. A majority of the board of directors shall constitute a quorum
for the transaction of business unless a greater number is required by the
by-laws.  The act of the majority of the directors present at a meeting
at
which a quorum is present shall be the act of the board of directors unless
the act of a greater number is required by the by-laws.
(f) A member of the board of directors shall be elected  president. The
board of directors may appoint other officers, as the by-laws may provide,
and fix their salaries to carry on the business  of  the  corporate fiduciary.
The board of directors may make and amend by-laws (not inconsistent with
this Act) for the government of the corporate fiduciary and may, by the
affirmative vote of a majority of  the  board  of  directors,  establish
reasonable compensation  of  all  directors  for  services  to  the
corporation
as directors, officers, or  otherwise.   An  officer,  whether  elected  or
appointed
by  the  board  of  directors  or  appointed  pursuant to the by-laws, may be
removed by the board of directors at any time.
(g) The board of directors shall cause suitable books  and  records of
all the corporate fiduciary's transactions to be kept.
(h) The provisions of this Section do not apply to a corporate fiduciary
that is a trust department of a bank, savings bank, savings and loan
association, or foreign banking corporation issued a certificate of authority
pursuant to the Foreign Banking Office Act.
(Source: P.A. 92-485, eff. 8-23-01.)
(205 ILCS 620/2-7) (from Ch. 17, par. 1552-7)
Sec. 2-7. 
		
		A corporate fiduciary so incorporated or
authorized after January 1, 1988, shall have minimum capital as determined by the Commissioner as
necessary for safe and sound operation of a corporate
fiduciary.  The Commissioner shall record such organization
capital requirements in the Office of the
Secretary of State.
During the time that a corporate fiduciary shall continue in its
fiduciary business, it shall not withdraw, or permit to be withdrawn,
either in the form of dividends or otherwise, any portion of its capital
except as approved by the Commissioner.  The Commissioner may, after a
corporate fiduciary has been incorporated or authorized require additional
capital if the Commissioner finds the condition and operations of the
corporate fiduciary or its proposed scope of operations require such
additional capital to achieve or maintain a safe and sound condition.
(Source: P.A. 90-301, eff. 8-1-97.)
(205 ILCS 620/2-8) (from Ch. 17, par. 1552-8)
Sec. 2-8. 
		Collateralizing fiduciary assets.
(a) A corporate fiduciary shall not be required and shall not have the power
to collateralize or secure fiduciary funds except as provided in this Section.
(b) All funds, both principal and income, deposited with or held in a
fiduciary capacity by any corporate fiduciary awaiting investment or
distribution, and not otherwise subject to direction regarding investment or
non-investment, shall to the extent reasonable under existing circumstances, be
prudently invested for the beneficiaries at a rate of return commensurate with
that available on trust quality investments.
(c) Funds, both principal and income awaiting investment or distribution,
may be deposited in deposit accounts or other investment vehicles of the
corporate fiduciary, or of any affiliate of the corporate fiduciary; and funds,
both principal and income awaiting investment or distribution which need not be
invested hereunder for the beneficiaries may be commingled with the corporate
fiduciary's own funds and used by the corporate fiduciary in the conduct of its
business, provided that in either case the following apply:
(1) The corporate fiduciary or, in the case of the     deposit in an affiliate, such affiliate shall set aside in the corporate fiduciary or affiliate, as the case may be, as collateral, securities of the classes in which corporate fiduciaries are authorized to invest trust funds under  the laws of the State of Illinois.
(2) The market value of the collateral may not be     less than 100% of the amount commingled or deposited.
(3) No collateral shall be required or authorized if     the deposit is made solely at the direction and determination of the settlor, beneficiary or other person, other than the corporate fiduciary, having the right to direct investment of funds.
(4) No collateral shall be required or authorized     with respect to any part of such deposit which is insured by the Federal Deposit Insurance Corporation.
(d) Funds shall not be held commingled and uninvested or undistributed for
an account any longer than is reasonable under existing circumstances for the
proper management of the account.
(e) The collateralization required in this Section is not required or
authorized if the corporate fiduciary or affiliate has in force a surety bond
meeting the requirements of this Section if it is in a form approved by the
Commissioner and if it indemnifies the owners, settlors, or beneficiaries of
funds held in a fiduciary capacity against loss due to the failure of the
corporate fiduciary or affiliate and is issued by a licensed insurance company
authorized to transact business in the State that has been approved by the
Commissioner for the purpose of issuing surety bonds under this Section.  A
corporate fiduciary or affiliate may also satisfy the requirements of this
Section by a combination of a surety bond and collateralization as provided in
this Section.
(f) In the event of the failure of the corporate fiduciary or affiliate in
which the corporate fiduciary has made a deposit or commingled funds, the
owners
of the fiduciary funds shall have a first lien, to the extent of their
interest in such funds, on the cash and securities used as collateral hereunder
or the surety bond in addition to their claim against the estate of the
corporate fiduciary.
(Source: P.A. 88-636, eff. 9-9-94; P.A. 88-662, eff. 9-16-94; 89-364, eff.
8-18-95.)
(205 ILCS 620/2-9) (from Ch. 17, par. 1552-9)
Sec. 2-9. 
		(Repealed).
(Source: P.A. 85-858. Repealed by 89-364, eff. 8-18-95.)
(205 ILCS 620/2-10) (from Ch. 17, par. 1552-10)
Sec. 2-10. 
		
		Every company may receive, by gift, legacy or
otherwise, moneys or real or personal property, or the income or avails of
such moneys or property, in trust, in perpetuity, for the improvement,
maintenance, ornamentation, repair, care and preservation of any burial lot
or grave, vault, tomb, or other such structures, in any cemetery, upon such
terms and in such manner as may be provided by the terms of the gift,
legacy or other conveyance of the moneys or property
in trust and
assented to by the company. Any such trust in perpetuity created, and held
by any such company, before July 1, 1943, shall, notwithstanding the
absence of statutory authority therefor, be valid unless within 3 years
after July 1, 1943, the trust is terminated by a court of competent
jurisdiction.
(Source: P.A. 85-858.)
(205 ILCS 620/2-11)
Sec. 2-11. 
		Retention of agents and advisors. 
		A corporate fiduciary may
hire and compensate, as an additional expense of the trust or estate,
agents, advisors (including financial, investment, and other advisors), and
brokers (including brokers for the sale or purchase of securities or other
property) to assist or advise the corporate fiduciary in the performance of
its duties, including persons and entities associated or affiliated with the
corporate fiduciary.
(Source: P.A. 89-205, eff. 1-1-96; 89-364, eff. 8-18-95; 90-298, eff. 8-1-97.)
(205 ILCS 620/2-12)
Sec. 2-12. 
		Reproductions of documents. 
		Notwithstanding any other provision
of law, if a corporate fiduciary possesses,
records, or creates any document, memorandum, writing, entry, representation,
or combination thereof, of any act, transaction, occurrence, event, or
agreement (including, without limitation, a trust agreement or amendment
thereto, but excluding in all events an original will or codicil thereto) and
in the regular course of business has caused any or all of the same to be
recorded, copied, or reproduced by photographic, photostatic, facsimile,
microfiche, optical, or electronic imaging, or any other electronic or
computer-generated process that accurately reproduces or forms a medium for so
reproducing the original, the original may be destroyed in the regular course
of business and such recording, copy, or reproduction shall be admissible in
evidence in the same manner as the original in any proceeding, whether the
original is in existence or not.  This Section shall not be construed to
exclude from evidence any document or copy thereof that is otherwise admissible
under the rules of evidence.
(Source: P.A. 90-298, eff. 8-1-97; 90-655, eff. 7-30-98.)
(205 ILCS 620/2-13)
Sec. 2-13. 
		Employment of persons with convictions. 
		Except
with the prior written consent of the Commissioner, no person having a
certificate of authority under this Act shall knowingly employ or otherwise
permit an individual to serve as an officer, director, employee, or agent if
the individual has been convicted of a felony or of any criminal offense
relating to dishonesty or breach of trust.
(Source: P.A. 90-301, eff. 8-1-97; 90-655, eff. 7-30-98.)