« ForrigeFortsett »
by represented, including all cash or securities or other benefits accruing to such share or shares, from or by reason of the sale, lease, merger or consolidation at a price equal to the fair value of such share or shares with interest on such fair value at the rate of five per cent per annum from the date such sale, lease, merger, or consolidation was consummated. If such fair value and interest thereon is not paid to such objecting stockholder by such acquiring corporation within thirty days after such sale, lease, merger or consolidation is consummated, then such objecting stockholder may, within sixty days after the consummation of such sale, lease, merger or consolidation, file a petition in the Circuit Court of the county in which the principal office of the acquiring corporation is located, asking for a finding and determination of the fair value of such shares of stock. Upon the filing of such petition the practice and procedure thereon shall be the same, so far as practicable, as that under the eminent domain laws of this State, but the court shall have full power and authority to do all things and enter all such orders as it may deem equitable and just for the purpose of preserving and protecting the rights of the parties to the proceeding during the pendency thereof. Such fair values shall be ascertained and determined as of the date of the consummation of such sale, lease, merger or consolidation, and without regard to any depreciation or appreciation because of or on account of such sale, lease, merger or consolidation. The court shall enter judgment against such acquiring corporation for the amount of such fair value and interest thereon, which judgment may be collected as other judgments at law. Upon the payment of such judgment such stockholder shall cease to have any interest in such stock or in the property of the corporation. Such stock may be held and disposed of by the corporation as it shall see fit. Unless such objecting stockholder shall file such petition within the time herein limited, such stockholder and those claiming under him shall be conclusively presumed to have authorized, approved and ratified such sale, lease, merger or consolidation. If at the expiration of thirty days from the time of the consummation of such sale, lease, merger or consolidation, the person in whose name such share or shares shall stand, shall not be living, or shall be under disability, his executor, administrator, guardian, or conservator, as the case may be, shall be entitled to file such petition within ninety days after the consummation of such sale, lease, merger or consolidation.
§ 74. The incorporators named in any certificate of incorporation, before the payment of any part of the capital, and before beginning the business for which the corporation was created, may surrender all their corporate rights and franchises, by filing in the office of the Secretary of State a certificate, verified by their joint and several oaths, that no part of the capital has been paid and that such business has not been begun, and surrendering all rights and franchises. Thereupon such cornoration shall be dissolved.
§ 3. Any corporation organized under any general or special As of this State, including railroad corporations, may be dissolved in it manner following: (1) The board of directors shall, when requested in writing by | Owners of not less than two-thirds of the capital stock outstandg to submit the question of dissolution, submit the same at any all or special meeting, of which twenty days notice stating the purpose to submit such question shall be given by mailing a notice loss to each stockholder and by publication; (*) At such meeting the stockholders, either in person or by |MA), shall vote, by ballot, for or against the proposition of the dissolius of the corporation; (3) If two-thirds in amount of all the outstanding capital stock ilwte in favor of such proposition, then such dissolution shall be authorized ; (4) The corporation shall then: (a) Collect all its corporate assets; (b) Pay and discharge all its corporate debts and liabilities; (c) Distribute its corporate assets and property among the persoils entitled thereto, or, if a stockholder is unknown or cannot be "d, or is under disability, deposit the amount due and owing to such *kholder with the State Treasurer, which shall be paid to such *holder, or to his legal representative, upon making satisfactory of to the State Treasurer of right thereto; (5) The corporation shall then submit to the Secretary of State *"uplicate a certificate of dissolution, verified by the president, secre" or other corporate officer, setting forth : (a) The date of the meeting of the stockholders at which the "solution was authorized; (b) A true copy of the notice of such meeting, together with a |cate of mailing and publication; (c) A true copy of the resolution authorizing the dissolution; A complete itemized list of all the corporate debts and liaat the time of the passage of such resolution: (*) The date and manner of payment of each debt and liability; erty (f) A complete itemized list of all its corporate assets and prop"Y at the time of their distribution :
(*) The date and manner of the distribution of corporate assets and property;
the ! If such certificate of dissolution is in conformity with law, "...oy of State shall sile the same and shall issue to such cor
o * Certificate of dissolution.
\\tat - - - - o on, or has discontinued to exercise its corporate functions, shall erely forfe
"Mation; it. its charter. The Attorney General shall proceed by in§ 7. ouity to declare such forfeiture.
its o |. a corporation shall proceed to the transaction of
lificate ... in one year from the date of the approval of its cer
and all "sporation, then such certificate shall be deemed revoked
"eding thereunder void.
§ 78. Unless the site described in the statement of incorporation of a building corporation is, at the time the statement for incorpora. tion is filed, improved with a building worth not less than one-half the actual cash value of such site at such time, or unless such building corporation shall within five years next thereafter erect upon such site a building which shall cost not less than one-half of the full cash value of such site at the time such statement of incorporation is approved, such corporation shall forfeit its right to erect a building and shall dispose of such site within six months after the expiration of such five years and shall cease its corporate existence.
§ 79. The dissolution, for any cause whatever, of any corporation, shall not take away or impair any remedy given against such corporations, its officers, or stockholders, for any liabilities incurred previous to its dissolution, if suit therefor is brought and service of process had within two years after such dissolution.
For EIGN CoRPORATIONS.
§ 80. Each foreign corporation organized for pecuniary profit (except banking, insurance, building and loan and surety companies), not now licensed to do business in this State, shall, before it transacts any business or maintains an office in this State, procure a certificate of authority therefor from the Secretary of State. No certificate shall issue to any foreign corporation authorizing it to transact business in this State until the same portion of its capital stock is paid in as is required of like corporations organized under the laws of this State. § 81. A foreign corporation desiring a certificate of authority hereunder shall file in the office of the Secretary of State: (1) A copy of its charter duly authenticated by the proper of: ficer of the state or country where it is incorporated; (2) A statement verified by its president and secretary or other officer setting forth: (a) The name of such corporation and the location of its principal office or place of business without this State, and the location of the proposed principal office or place of business in this State; (b) The names of the states in which it has qualified to do business under the corporation laws thereof; S (c) The character of business which it intends to carry on in this State; (d) An itemized estimate of the amount of tangible property to be employed by it in the State during the first year next after the date on which it shall be licensed and begin to do business in this State; (e) An estimate of the total amount of the capital to be employed by it in this State and an estimate of the total amount of capital to be employed by it elsewhere during such year, itemized as follows: (1) The value of patent rights, licenses, franchises, trademarks, secret processes, copyrights and good will. . $... . . . . . (2) Contracts or choses in action. . . . . . . . . . . . . . . . . . . . . . . $... . . . . . (3) Merchandise, raw materials, and goods in process of manufacture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $. . . . . . . .
(*) Book accounts and notes. . . . . . . . . . . . . . . . . . . . . . . . . . . $. . . . . . . . (5) Machinery and real estate. . . . . . . . . . . . . . . . . . . . . . . . . $. . . . . . . . (6) Stock in other corporations and securities. . . . . . . . . . . $. . . . . . . . (?) Furniture, fixtures, stationery, and like articles. . . . . . . $. . . . . . . . (8) Cash in bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . . f . . . . . . $. . . . . . . . (9) Kinds and amount of other personality. . . . . . . . . . . . . . $. . . . . . . .
(f) An estimate of the annual business to be transacted by the Corporation everywhere; (g) An estimate of the annual business to be transacted at or from places of business in Illinois; (h) The name and address of some person permanently residing in this State, upon whom, as the resident agent of the corporation until his successor shall have been appointed, service of legal process may be had, and the names and addresses of the officers and directors; (i) Such other information touching the property and business of the corporation as the Secretary of State may require; In the case of telegraph, telephone, cable, railroad or pipe line Corporations, in addition to the itemized estimate of the total amount of capital to be employed in this State, there shall be given the total length of such telephone, telegraph, cable, railroad or pipe line, and the length of the line located in this State and the total value of such line, and the value of such line in this State. $ 82. If such statement is in conformity with law, the Secretary of State shall file the same. He shall also issue a certificate subject to the limitations and restrictions prescribed by this Act. Upon the approval of such statement such corporation shall have authority to do the usiness set forth in the certificate issued by the Secretary of State, but subject, however, to the terms and conditions prescribed by this Act. § 83. No foreign corporation shall be admitted to do business in this State having a name the same as or similar to that of any other orporation, domestic or foreign, doing business in this State. No foreign corporation shall receive a certificate of authority which has is a part of its name the word “bank”, “banking”, “insurance”, “assurante”, indemnity”, “savings”, or “benefit”, or has as its corporate time the name of a natural person, unless there shall appear as a part of the corporate name the word “corporation” or “incorporated” or "limited”, or an abbreviation thereof. $ 84. No foreign corporation shall engage or continue in any kind of business in this State, the transaction of which by domestic corporations is not permitted by the laws of this State. A foreign corporation *mitted to do business hereunder shall enjoy the same, but no greater ols and privileges and be subject to all the liabilities, restrictions, "ties and penalties now in force or hereafter imposed upon domestic "porations of like character, and to the same extent as if it had been somed under the laws of this State to do the business set forth in its “rtificate of authority. $ 85. Each foreign corporation admitted to do business in this *tate, under the provisions of this, or of any other Act, in addition ** copy of its charter, shall keep on file in the office of the Secretary
of State a duly authenticated copy of each instrument amending its charter. No foreign corporation shall, by any amendment of its charter, assume a name the same as or similar to that of any other corporation, domestic or foreign, of record in the office of the Secretary of State. $ 86. The filing of any instrument amending the charter of a foreign corporation shall not enlarge or alter the object or purposes of the foreign corporation set forth in the certificate of authority issued by the Secretary of State, but any foreign corporation, not in default on the records of the Secretary of State, may apply for and receive a new certificate of authority upon the payment of the same fees as are charged for the preparation of certified copies of records. $ 87. Each such foreign corporation licensed to do business in this State shall keep constantly on file in the office of the Secretary of State an affidavit of the president or vice-president and secretary or assistant secretary or other officer of the corporation, with the corporate scal of the corporation attached setting forth the location of its principal business office in this State, and the name and address in this State of some person, as its agent or representative on whom service of legal process may be had in all suits that may be commenced against it; and as often as such corporation shall change the location of its principal business office within the State, or change its agent for service of legal | rocess or he shall change his address, a new affidavit shall be immediately filed with the Secretary of State by such officials of such corporation. $ 88. No foreign corporation licensed to do business in this State shall hold any real estate except such as may be necessary for the proper carrying on of its legitimate business; nor be permitted to mortgage, pledge or encumber its real or personal property situated in this State to the injury or exclusion of any citizen or corporation of this State, who is a creditor of such foreign corporation. No mortgage given to secure any debt created in any other state shall take effect as against or to the prejudice of any citizen or corporation of this State until all liabilities due to any person or corporation of this State at the time of recording such mortgage shall have been fully paid. § 89. Each foreign corporation doing business continuously in this State and fully complying with all the laws of this State, relating to such corporations, shall be entitled to the benefit of all provisions of law relating to limitations of actions, the same as corporations or ganized under the laws of this State. Whenever any action is brought in this State by a citizen or corporation thereof, to recover any indebtedness or claim against a foreign corporation, it shall be competent to proceed against any one or more stockholders of such corporation at the same time to the extent of the balance unpaid by such stockholders upon the stock owned by them respectively, whether called in or not, as in cases of garnishment. § 90. Any foreign corporation that has paid all fees due, and has otherwise complied with the laws of Illinois, may withdraw from the State by surrendering its license and filing with the Secretary of State an affidavit of the president or a vice-president and secretary or an