(805 ILCS 5/1.10) (from Ch. 32, par. 1.10)
Sec. 1.10. Forms, execution, acknowledgment and filing.
(a) All reports required by this Act to be filed in the office of the Secretary of State shall be made on forms which shall be prescribed and furnished by the Secretary of State. Forms for all other documents to be filed in the office of the Secretary of State shall be furnished by the Secretary of State on request therefor, but the use thereof, unless otherwise specifically prescribed in this Act, shall not be mandatory.
(b) Whenever any provision of this Act specifically requires any document to be executed by the corporation in accordance with this Section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such document shall be executed, in ink, as follows:
(1) The articles of incorporation, and any other
document to be filed before the election of the initial board of directors if the initial directors were not named in the articles of incorporation, shall be signed by the incorporator or incorporators.
(2) All other documents shall be signed:
(i) By the president, a vice-president, the
secretary, an assistant secretary, the treasurer, or other officer duly authorized by the board of directors of the corporation to execute the document; or
(ii) If it shall appear from the document that
there are no such officers, then by a majority of the directors or by such directors as may be designated by the board; or
(iii) If it shall appear from the document that
there are no such officers or directors, then by the holders of record, or such of them as may be designated by the holders of record of a majority of all outstanding shares; or
(iv) By the holders of all outstanding shares; or
(v) If the corporate assets are in the possession
of a receiver, trustee or other court appointed officer, then by the fiduciary or the majority of them if there are more than one.
(c) The name of a person signing the document and the capacity in which he or she signs shall be stated beneath or opposite his or her signature.
(d) Whenever any provision of this Act requires any document to be verified, such requirement is satisfied by either:
(1) The formal acknowledgment by the person or one of
the persons signing the instrument that it is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true. Such acknowledgment shall be made before a person who is authorized by the law of the place of execution to take acknowledgments of deeds and who, if he or she has a seal of office, shall affix it to the instrument.
(2) The signature, without more, of the person or
persons signing the instrument, in which case such signature or signatures shall constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true.
(e) Whenever any provision of this Act requires any document to be filed with the Secretary of State or in accordance with this Section, such requirement means that:
(1) The original signed document, and if in duplicate
as provided by this Act, one true copy, which may be signed, carbon or photocopy, shall be delivered to the office of the Secretary of State.
(2) All fees, taxes and charges authorized by law to
be collected by the Secretary of State in connection with the filing of the document shall be tendered to the Secretary of State.
(3) If the Secretary of State finds that the document
conforms to law, he or she shall, when all fees, taxes and charges have been paid as in this Act prescribed:
(i) Endorse on the original and on the true copy,
if any, the word "filed" and the month, day and year thereof;
(ii) File the original in his or her office;
(iii) (Blank); or
(iv) If the filing is in duplicate, he or she
shall return one true copy to the corporation or its representative.
(f) If another Section of this Act specifically prescribes a manner of filing or executing a specified document which differs from the corresponding provisions of this Section, then the provisions of such other Section shall govern.
(Source: P.A. 96-1121, eff. 1-1-11.)
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Last modified: February 18, 2015