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IL SB1872

Bill

Status

Engrossed

4/21/2021

Primary Sponsor

Jason Barickman

Click for details

Origin

Senate

102nd General Assembly

AI Summary

  • Adds Article 1A to the Business Corporation Act of 1983 establishing procedures for ratification and validation of defective corporate actions.

  • Allows corporations to cure defects in corporate actions (including improper authorization or documentation) through board ratification, with shareholder approval required in certain circumstances.

  • Establishes that ratified defective corporate actions become valid effective as of the original action date, and putative shares issued as a result become valid shares.

  • Requires notice to shareholders of valid and putative shares regarding ratification, with a 120-day statute of limitations for claims that ratified actions should not be effective.

  • Permits circuit court review of ratification validity and authorizes courts to determine validity of corporate actions, putative shares, and modify ratification procedures as appropriate.

Legislative Description

CORP-RATIFY DEFECTIVE ACTIONS

Last Action

House Committee Amendment No. 1 Motion to Concur Referred to Assignments; Pursuant to Senate Rule 3-9(b)

7/16/2021

Committee Referrals

Assignments7/16/2021
Labor & Commerce4/28/2021
Rules4/23/2021
Judiciary3/16/2021
Assignments2/26/2021

Full Bill Text

No bill text available