Sec. 9.10. Distributions to shareholders.

279 words·~1 min read·/il/chapter-805/act-5/9-10

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)The board of directors of a corporation may authorize, and the corporation may make, distributions to its shareholders, subject to any restriction in the articles of incorporation and subject also to the limitations of subsection

(c)of this Section.

(b)If not otherwise determined under Section 7.25, the record date for determining shareholders entitled to a distribution is the date of the resolution of the board of directors authorizing the distribution.

(c)No distribution may be made if, after giving it effect:

(1)the corporation would be insolvent; or

(2)the net assets of the corporation would be less than zero or less than the maximum amount payable at the time of distribution to shareholders having preferential rights in liquidation if the corporation were then to be liquidated.

(d)The board of directors may base a determination that a distribution may be made under subsection

(c)either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

(e)The effect of a distribution under subsection

(c)is measured as of the earlier of:

(1)the date of its authorization if payment occurs within 120 days after the date of authorization or the date of payment if payment occurs more than 120 days after the date of authorization; or

(2)in the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, the earlier of

(i)the date money or other property is transferred or debt incurred by the corporation or

(ii)the date shareholders cease to be shareholders.