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IL SB1872
Bill
Status
4/21/2021
Primary Sponsor
Jason Barickman
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AI Summary
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Adds Article 1A to the Business Corporation Act of 1983 establishing procedures for ratification and validation of defective corporate actions.
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Allows corporations to cure defects in corporate actions (including improper authorization or documentation) through board ratification, with shareholder approval required in certain circumstances.
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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.
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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.
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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