2018 Illinois Compiled Statutes
Chapter 805 - BUSINESS ORGANIZATIONS
805 ILCS 40/ - Benefit Corporation Act.
Article 2 - Formation of Benefit Corporations

(805 ILCS 40/Art. 2 heading)

(805 ILCS 40/2.01)
Sec. 2.01. Formation of benefit corporations. A benefit corporation must be formed in accordance with Article 2 of the Business Corporation Act of 1983. In addition to the formation requirements of that Act, the articles of incorporation of a benefit corporation must state that it is a benefit corporation in accordance with the provisions of this Article.
(Source: P.A. 97-885, eff. 1-1-13.)

(805 ILCS 40/2.05)
Sec. 2.05. Election of status.
(a) A corporation may become a benefit corporation under this Act by amending its articles of incorporation so that they contain a statement that the corporation is a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.
(b) For any entity that is a party to a merger or consolidation or is the exchanging entity in a share exchange, where the surviving, new, or resulting entity in the merger, consolidation, or share exchange is intended to be a benefit corporation, such plan of merger, consolidation, or share exchange must be adopted by at least the minimum status vote in order to be effective.
(Source: P.A. 97-885, eff. 1-1-13.)

(805 ILCS 40/2.10)
Sec. 2.10. Termination of status.
(a) A benefit corporation may terminate its status as such and cease to be subject to this Act by amending its articles of incorporation to remove the statement that the corporation is a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.
(b) If a plan of merger, conversion, or share exchange would have the effect of terminating the status of a corporation as a benefit corporation, in order to be effective, the plan must be adopted by at least the minimum status vote.
(c) A sale, lease, exchange or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and ordinary course of business, shall not be effective unless the transaction is adopted by at least the minimum status vote.
(Source: P.A. 97-885, eff. 1-1-13.)