(805 ILCS 5/9.05)(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.)
(805 ILCS 5/9.10)(from Ch. 32, par. 9.10) Sec. 9.10. Distributions to shareholders. (a) The board of directors
of a corporation may authorize, and the corporation may make, distributions
to its shareholders, subject to any restriction in the articles of incorporation
and subject also to the limitations of subsection (c) of this Section. (b) If not otherwise determined under Section 7.25, the record date for
determining shareholders entitled to a distribution is the date of the resolution
of the board of directors authorizing the distribution. (c) No distribution may be made if, after giving it effect: (1) the corporation would be insolvent; or (2) the net assets of the corporation would be less than zero or less
than the maximum amount payable at the time of distribution
to shareholders having preferential rights in liquidation if the corporation
were then to be liquidated. (d) The board of directors may base a determination that a distribution
may be made under
subsection (c) either on financial statements prepared on the basis of accounting
practices and principles that are reasonable in the circumstances or on
a fair valuation or other method that is reasonable in the circumstances. (e) The effect of a distribution under subsection (c) is measured as of
the earlier of: (1) the date of its authorization if payment occurs within 120 days after
the date of authorization or the date of payment if payment occurs more
than 120 days after the date of authorization; or (2) in the case of distribution by purchase, redemption, or other acquisition
of the corporation's shares, the earlier of (i) the date money or other
property is transferred or debt incurred by the corporation or (ii) the
date shareholders cease to be shareholders. (Source: P.A. 83‑1025.)
(805 ILCS 5/9.20) Sec. 9.20. Reduction of paid‑in capital. (a) A corporation may reduce its paid‑in capital: (1) by resolution of its board of directors by
charging against its paid‑in capital (i) the paid‑in capital represented by shares acquired and cancelled by the corporation as permitted by law, 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, (ii) dividends paid on preferred shares, or (iii) distributions as liquidating dividends; or
(2) pursuant to an approved reorganization in
bankruptcy that specifically directs the reduction to be effected.
(b) Notwithstanding anything to the contrary contained in this Act, at no
time shall the paid‑in capital be reduced to an amount less than the aggregate
par value of all issued shares having a par value. (c) Until the report under Section 14.30 has been filed in the Office of the
Secretary of State showing a reduction in paid‑in capital, the basis of the
annual franchise tax payable by the corporation shall not be reduced; provided,
however, that in no event shall the annual franchise tax for any taxable year
be reduced if the report is not filed prior to the first day of the anniversary
month or, in the case of a corporation that has established an extended filing
month, the extended filing month of the corporation of that taxable year and
before payment of its annual franchise tax. (d) A corporation that reduced its paid‑in capital after December 31,
1986 by one or more of the methods described in subsection (a)
may
report the reduction pursuant to Section 14.30, subject to the restrictions of
subsections (b) and (c) of this Section.
(e) Nothing in this Section shall be construed to forbid any reduction in
paid‑in capital to be effected under Section 9.05 of this Act. (f) In the case of a vertical merger, the paid‑in capital of a subsidiary
may be eliminated if either (1) it was created, totally funded, and wholly owned
by the parent or (2) the amount of the parent's investment in the subsidiary
was equal to or exceeded the subsidiary's paid‑in capital. (Source: P.A. 94‑605, eff. 1‑1‑06.)
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