Banking and Business Monthly – December 2021

On August 6, 2021, Governor Pritzker signed Public Act 102-28, which amended the Illinois Business Corporation Act of 1983 (“BCA”). The amendments take effect on January 1, 2022. Among the amendments are those to BCA Section 7.05, which will authorize corporations to conduct remote shareholder meetings unless they are prohibited by the corporation’s articles of incorporation or bylaws. 805 ILCS 5/7.05.

Under amended BCA Section 7.05, for a shareholder participating in a meeting remotely to be deemed present, the corporation must have implemented reasonable measures to (1) verify that each person participating remotely is actually a shareholder, and (2) provide shareholders participating remotely with a reasonable opportunity to communicate with other shareholders, read or hear the proceedings, and vote. Id.

To ensure that all shareholders are aware of the opportunity to participate remotely, a written notice stating the means of remote communication is also required. Id. Finally, amended BCA Section 7.30 provides that if the corporation elects to hold a meeting solely by means of remote communication, the list of shareholders entitled to vote must be available to other shareholders through a reasonably accessible electronic network during the meeting. 805 ILCS 5/7.30.

Just like all of our other meetings, we can now expect more shareholder meetings to take place remotely next year. 

Happy Holidays to all! For further inquiries or questions, please contact me at smigala@lavellelaw.com or at (847) 705-7555.