§ 78. Unless the site described in the statement of incorporation of a building corporation is, at the time the statement for incorporation 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. FOREIGN 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 officer 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; (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, trade marks, secret processes, copyrights and good will..$. (2) Contracts or choses in action. . . . . (3) Merchandise, raw materials, and goods in process of manufacture .$. (4) Book accounts and notes.... (5) Machinery and real estate... (6) Stock in other corporations and securities. . (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 business set forth in the certificate issued by the Secretary of State, but subject, however, to the terms and conditions prescribed by this Act. No $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 corporation, domestic or foreign, doing business in this State. foreign corporation shall receive a certificate of authority which has as a part of its name the word "bank", "banking", "insurance", "assurance", indemnity", "savings", or "benefit", or has as its corporate rame 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 admitted to do business hereunder shall enjoy the same, but no greater rights and privileges and be subject to all the liabilities, restrictions, duties and penalties now in force or hereafter imposed upon domestic corporations of like character, and to the same extent as if it had been formed under the laws of this State to do the business set forth in its certificate of authority. $85. Each foreign corporation admitted to do business in this State, under the provisions of this, or of any other Act, in addition to a 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 process 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 organized 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 assistant secretary of the corporation to the effect that no amount of the capital stock of the corporation is represented by property located ad business transacted in this State. $91. If any such foreign corporation shall cease doing business within this State, or shall fail to appoint and maintain in this State an gent upon whom service of legal process may be had, the Secretary of State shall be irrevocably authorized as the agent or representative of such foreign corporation to accept service of legal process in any suit that may be commenced against it for or on account of any liability growing out of any business done by it in this State. In case suit is brought against any foreign corporation having withdrawn from the State, or failing to appoint and maintain an agent n this State upon whom service of legal process may be had, and service of process is had upon the Secretary of State, it shall be his duty to forward a copy of the process by registered mail to the corporation at its address of record in his office. $92. The certificate of authority of a foreign corporation, subit to the provisions of this Act, may be revoked by the Secretary of State: (1) Upon failure of an officer, director or manager, to whom interrogatories are propounded, to answer the same fully and to file such answer in the office of the Secretary of State within thirty days after the mailing of the same; (2) If such corporation is transacting no business in Illinois and has no tangible property in this State; (3) If the answer to interrogatories propounded by the Secretary of State discloses, or if the fact is otherwise ascertained, that the proportion of the capital stock of such corporation represented in this State is greater than the amount theretofore paid upon by such corporaton and the deficiency in such fees is not paid within thirty days of the receipt of a notice sent by mail to the president and secretary, or to the statutory agent of such corporation of record in this State, or to the attorney filing the interrogatories for such corporation, or is not aid within such extension of time as may be granted by the Secretary of State;. (4) Upon failure of such foreign corporation to keep on file in the office of the Secretary of State duly authenticated copies of each instrument amending its charter; (5) Upon failure of such foreign corporation to appoint and maintain an agent in this State upon whom service of legal process rar he had: (6) Upon failure, neglect or refusal to file an annual report as quired by this Act, or upon failure, neglect or refusal to pay the banchise tax assessed against it on or before the thirty-first day of July of the year in which such franchise tax becomes due and payable. $93. Upon revoking such certificate of authority the Secretary of State shall: (1) File with the certified copy of the charter of such corpora tion a certificate of revocation; (2) File with the recorder of deeds of the county in which the principal office of such foreign corporation in this State is located, copy of such certificate of revocation, to be recorded by such recorde of deeds without any fee therefor; (3) Mail to such corporation at its principal office a notice of revocation, embodying therein a copy of the certificate of revocation No corporation, the certificate of authority of which is revoked. shall transact any business in this State, unless it applies for and receives a new certificate of authority. § 94. No foreign corporation doing business in this State without a license shall be permitted to maintain any suit at law or in equity in any of the courts of this State upon any demand, whether arising out of contract or tort; and all such corporations shall be liable by reason thereof to a penalty therefor of not less than two hundred and fifty dollars nor more than one thousand dollars, to be recovered in any court of competent jurisdiction, in a civil action to be begun and prosecuted by the Attorney General. $95. Foreign corporations entitled to transact business in this State at the time this Act takes effect (except banking, insurance, building and loan and surety companies), shall be entitled to all the rights and privileges and shall be subject to all the limitations, restrictions, liabilities and duties as are prescribed herein for foreign corporations admitted to transact business in this State under this Act. FEES AND FRANCHISE TAXES. § 96. The Secretary of State shall charge and collect an initial fee of one-twentieth of one per centum upon the amount of the capital stock which the corporation is authorized to have, but in no case shall such fee be less than twenty dollars, and a like fee upon any subsequent increase and in addition thereto the same fee as that required for filing other certificates of amendment. In the event that the corporation has capital stock of no par value, its shares, for the purpose of fixing the fee, shall be considered to be of the par value of one hundred dollars per share. Each public utility corporation shall pay to the Secretary of State the same fees as are required to be paid for incorporation by other corporations organized for pecuniary profit. 97. The Secretary of State shall also charge and collect the following fees: (1) For filing and issuing a certificate of amendment to the articles of incorporation twenty dollars; (2) For furnishing certified copy of any paper relating to corporations, twenty-five cents per folio of one hundred words and one dollar for certificate and seal; (3) For filing certificate of dissolution, one dollar; (4) For recording any railroad agreement, twenty-five dollars; and for furnishing a certified copy thereof, twenty-five dollars; |