The Director, upon compliance by the company with the applicable provisions of this Code, and such reasonable regulations relating to the offering, issuance, subscription or sale of or for shares as may be promulgated by the Director to the end that no inequity, fraud or deceit may be worked or tend to be worked upon prospective subscribers to, recipients or purchasers of shares or present holders thereof, shall issue a permit to the company to issue additional shares upon receipt of a copy of a resolution by the Board of Directors authorizing the issuance of such shares.
If preferred shares having a right of conversion to common shares are to be issued, the terms and conditions on which the shares may be converted shall be provided to the Director before a permit may be issued pursuant to this Section.
In the case of shares to be issued for sale, the permit shall authorize the company to solicit subscriptions to such shares on a form of subscription agreement which shall have been submitted to and approved by the Director.
All of the provisions of this Code relative to the filing, terms and effect of subscription agreements, payment for shares, the limitations of expenses, filing of bonds except that no bonds shall be required when a company issues stock to its sole shareholder, deposit of proceeds of shares, return of funds in the event the payment for all of the additional shares is not completed, and qualification or registration shall apply to the same extent and effect as if the additional shares were shares representing the original capital of a company being organized under this Article, except that no organization bond with regard to costs incurred in connection with liquidation or dissolution shall be required, and if the subscription agreement provides for payment in installments, such installments shall not extend beyond one year from date of the permit of the Director.
If shares are to be issued as a stock dividend, or if the par value of shares is to be increased, the permit shall authorize the company to pay for such additional shares or increase in par value by transferring the requisite amount of surplus to paid-up capital provided, however, no transfer of such surplus shall be made which will reduce the remaining surplus to less than the surplus required by Section 13. In the case of an increase in par value, the company may require each shareholder to surrender his or her certificate and to accept in lieu thereof a new certificate conforming to such increase in par value.
No more than one permit of the types under this Section may be outstanding in the name of any company at any time.
215 ILCS 5/32