Illinois § 33

§ 33.

Decrease of capital. (1) When articles of amendment providing for a decrease of capital or a decrease in the par value of shares, or both, become effective, each issued share of the company shall thereupon be changed into and be a fractional part of a share, or a share having a reduced par value, or both, as provided by such amendment, and the holders of shares issued before the amendment shall thereupon cease to be holders of such shares and shall be and become holders of the shares authorized by the amendment upon the basis specified in the amendment, whether or not certificates representing the shares authorized by the amendment are then issued and delivered. The company may require each shareholder to surrender his or her certificate and accept in lieu thereof a new certificate conforming to such decrease. (2) No distribution of the assets of the company shall be made to the shareholders upon any decrease of capital which shall reduce its surplus to less than the surplus required by this Code for the kind or kinds of business authorized to be transacted by the company. (3) If the proposed articles of amendment providing for a decrease of capital or a decrease in the par value of shares, or both, is part of a series of transactions that includes subsequent transactions that will be subject to Article VIII 1/2, the company shall provide the Director all of the information called for in Article VIII 1/2 prior to the Director's approval. The Director may decline to approve if the Director is not satisfied that the proposed series of transactions satisfies the standards established in Article VIII 1/2. (Source: P.A. 90-381, eff. 8-14-97.)