Sec. 14.20. Reports of issuance of shares and increases in paid-in capital.

756 words·~3 min read·/il/chapter-805/act-5/14-20

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(a)Each domestic corporation, and each foreign corporation authorized to transact business in this State, after: the issuance of any share not previously reported to the Secretary of State as having been issued; an increase in the amount of its paid-in capital without the issuance of shares; an exchange or reclassification of its shares resulting in an increase in the amount of its paid-in capital; or the issuance of any shares of the acquiring corporation in a share exchange, shall execute and file in accordance with Section 1.10 of this Act, a report setting forth:

(1)The name of the corporation and the state or country under the laws of which it is

organized.

(2)A statement of the aggregate number of shares which the corporation has authority to

issue, itemized by classes, and series, if any, within a class.

(3)A statement of the aggregate number of issued shares as last reported to the

Secretary of State in any document required by this Act to be filed, other than an annual report, itemized by classes and series, if any, within a class.

(4)A statement, expressed in dollars, of the amount of paid-in capital of the

corporation as last reported to the Secretary of State in any document required by this Act to be filed, other than an annual report.

(5)A statement of the aggregate number of shares issued by the corporation not

theretofore reported to the Secretary of State as having been issued, together with the date or dates of the issuance thereof, and a statement, expressed in dollars, of the value of the entire consideration received, less expenses, including commissions, paid or incurred in connection with the issuance, for, or on account of, the issuance of the shares, the statement to be itemized by classes, and series, if any, within a class; and in the case of shares issued as a share dividend, the amount added or transferred to the paid-in capital of the corporation for, or on account of, the issuance of the shares.

(6)A statement, expressed in dollars, of the amount added or transferred to paid-in

capital of the corporation without the issuance of shares, together with the date or dates on which the addition or transfer was made.

(7)In case of an exchange or reclassification of issued shares resulting in an increase

in the amount of paid-in capital a statement of the date or dates on which the exchange or reclassification was made and the manner in which it was effected, and a statement, expressed in dollars, of the amount added or transferred to the paid-in capital of the corporation as a result thereof, except any portion thereof reported under any other paragraph of this subsection as a part of the consideration received by the corporation for, or on account of, its issued shares.

(8)If the consideration received for the issuance of any shares not theretofore

reported as having been issued consists of labor or services performed or of property, other than cash, then a statement, expressed in dollars, of the value of that consideration as fixed by the board of directors.

(9)A statement of the aggregate number of issued shares itemized by classes and series,

if any, within a class, after giving effect to the changes reported.

(10)A statement, expressed in dollars, of the amount of paid-in capital of the

corporation after giving effect to the changes reported.

(b)In the case of issuances of shares or increases in paid-in capital that occur either prior to January 1, 1991 or on or prior to the last day of the third month immediately preceding the corporation's anniversary month in 1991, the report shall be filed within 60 days after the issuance or increase. In the case of issuances of shares or increases that occur after both December 31, 1990 and the last day of such third month, the issuances or increases shall be reported under Section 14.30 at the time required by that Section.

(c)No additional license fees or franchise taxes shall be payable upon the filing of the report to the extent that license fees or franchise taxes shall have been previously paid by the corporation in respect of shares previously issued which are being exchanged for the shares the issuance of which is being reported, provided those facts are shown in the report.

(d)The report shall be made on forms prescribed and furnished by the Secretary of State.