Illinois Corporation Law

The Illinois law regarding corporations prescribes that a corporation can be incorporated in the state of Illinois to serve any lawful purpose.  An Illinois corporation has all the powers of a natural person for carrying out its business activities.  The corporation can sue and be sued in its corporate name.  It has perpetual succession.  The corporation can buy, sell or otherwise acquire an interest in a real or personal property.  It can conduct business, carry on operations, and have offices and exercise the powers in a state, territory or district in possession of the United States, or in a foreign country.  It can appoint officers and agents for various duties and fix their compensation.

One or more persons can jointly or severally incorporate a corporation in the state of Illinois.  Such an incorporator shall be a domestic or foreign corporation, or a natural person who has completed the age of 18 years.

A corporation is incorporated by executing and filing the articles of incorporation. The articles of incorporation should contain the corporate name, a brief statement of the character of business carried out by the corporation, the names and addresses of the directors until successors are elected, the name and addresses of incorporators and the number of shares the corporation is authorized to issue.

The name of a corporation should not be deceptively similar to the name of another corporation incorporated in Illinois.  It should not be deceptively identical to the fictitious name adopted by a foreign corporation having business transactions in Illinois.

In case there are no pre-incorporation subscribers for the shares and if the articles of incorporation is silent about the initial directors, a meeting of the incorporators shall be held at the call of a majority of the incorporators for naming the initial directors.  However, if there are pre-incorporation subscribers for the shares, and the articles of incorporation is silent about the initial directors, a meeting of the incorporators shall be held for electing initial directors, adopting bylaws, and for all other matters mentioned in the meeting notice.  The organizational meeting can be held in or outside of Illinois.

The board of directors must also draft bylaws for the organization. Bylaws lay down internal rules and procedures for the corporation. Bylaws deal with issues such as the existence and responsibilities of corporate offices, the size of the board of directors and the manner and term of their election, how and when board and shareholder meetings will be held, who may call meetings, and how the board of directors will function.  The Bylaws of the corporation can be made, altered, amended or repealed by the shareholders or the board of directors unless the articles of incorporation provides otherwise.

Emergency bylaws shall be adopted by the board of directors in special cases.  However, the power to make emergency bylaws is subject to approval by not less than a majority of the shares voting on the proposal.

All the affairs of the corporation shall be managed by the board of directors.  The articles of incorporation can set forth the limitations for the powers of directors.

Every year, a meeting of the shareholders needs to be held by the corporation at a time stated or fixed by the bylaws.  The meeting may be held in or out of the state in accordance to the bylaws.  If the bylaws do not suggest any specific place, the meeting can be conducted at the corporation’s principal office.


Inside Illinois Corporation Law