Corporate Appraisal and Dissenters'-Rights Procedure in Illinois

At a glance

Requirements one by one

Governing law, corporation, shareholder, and transaction scope

Sections 11.65 and 11.70 of the Business Corporation Act supply the entitlement and procedure for an Illinois corporation shareholder. Entitlement depends on a listed corporate action or governing-record/board-created right and compliance with the selected procedure. 805 ILCS 5/11.65 and 5/11.70 (accessed September 5, 2026).

Merger, exchange, asset-sale, amendment, conversion, and domestication triggers

The statute names a merger, consolidation, or share exchange when § 11.20 or the articles require shareholder authorization, plus a subsidiary merger under § 11.30. It separately covers consummation of an outside-course sale, lease, or exchange of all or substantially all property and assets. 805 ILCS 5/11.65(a)(1)-(2) (accessed September 5, 2026).

The amendment route is narrower: material and adverse alteration/abolition of a preference, a redemption or sinking-fund right, or—for a corporation formed before January 1, 1982—a cumulative-voting limit or elimination. Another shareholder-voted action may qualify when the articles, bylaws, or board resolution supplies dissent and payment rights. 805 ILCS 5/11.65(a)(3)-(4) (accessed September 5, 2026). Sections 11.65 and 11.70 state no conversion, domestication, continuance, or transfer trigger.

Market-out, public-company, consideration, and governing-record expansion

Sections 11.65 and 11.70 state no general exchange-listing, holder-count, public-company, or consideration-based exclusion. The articles, bylaws, or board may grant dissent and payment rights for another shareholder-voted action and may invoke § 11.70 or a different procedure. 805 ILCS 5/11.65(a)(4) (accessed September 5, 2026).

Record/beneficial ownership, nominees, continuous holding, and share scope

A record owner may dissent for fewer than all record-held shares only by acting for all shares beneficially owned by each particular person and disclosing that person's name and address. A beneficial owner may assert directly only by submitting the record owner's written consent before or with the assertion. 805 ILCS 5/11.65(c) (accessed September 5, 2026). These sections state no acquisition-date or continuous-holding condition.

Meeting, consent, short-form, and post-effective notice

The meeting notice informs holders of the right and procedure. A no-meeting notice describing § 11.30 or § 7.10 action does the same. In either route, the statute conditions the demand deadline on whether the corporation furnished material information that objectively lets a shareholder evaluate both the transaction and dissent. 805 ILCS 5/11.70(a)-(b) (accessed September 5, 2026).

The later corporation statement includes the estimate, an annual balance sheet and income statement no older than 16 months, the latest interim statements, and either a payment commitment or a permitted public-market sale instruction. 805 ILCS 5/11.70(c) (accessed September 5, 2026).

Pre-vote intent, demand form and delivery, and voting consequences

When the corporation provides the enabling information before a meeting, the shareholder must deliver the written payment demand before the vote and must not vote in favor. For a no-meeting action, information supplied before or with the notice produces a 30-day demand deadline measured from mailing. 805 ILCS 5/11.70(a)-(b) (accessed September 5, 2026).

Post-effective appraisal notice, form, share deposit, and deadline

Illinois uses no separate post-effective appraisal form or certificate-deposit stage. Instead, the corporation sends its value statement by the later of 10 days after effectiveness or 30 days after demand. A pay commitment requires transmission of the certificate or other ownership evidence. 805 ILCS 5/11.70(c)-(d) (accessed September 5, 2026).

For readily saleable public-market shares, the corporation may instead instruct sale within 10 days. A holder who does not sell is treated under the statute as selling at the specified average closing or bid-and-asked price during that period. 805 ILCS 5/11.70(c) (accessed September 5, 2026).

Corporation payment/offer, supplemental demand, and withdrawal

The demanding shareholder retains ordinary rights until consummation changes or cancels them. At consummation, the corporation pays its estimated fair value plus accrued interest against the certificate or other ownership evidence and explains the interest calculation. 805 ILCS 5/11.70(d) (accessed September 5, 2026).

A holder disputing value or interest has 30 days after the value statement to send a written estimate and demand the difference from the corporation's payment or the sale proceeds. 805 ILCS 5/11.70(e) (accessed September 5, 2026). Section 11.70 states no separate withdrawal route.

Court petitioner, venue, timing, discovery, costs, and interest

If 60 days after the shareholder's supplemental estimate passes without written agreement, the corporation must pay the demanded difference with interest or petition the circuit court in the registered- or principal-office county. It joins and serves every unsettled dissenter; failure to commence does not limit a dissenter's otherwise lawful action. 805 ILCS 5/11.70(f) (accessed September 5, 2026).

A corporation-filed proceeding has plenary and exclusive jurisdiction and may use court-appointed appraisers. Costs can shift when a party's estimate materially misses the court's value, while counsel/expert fees have substantial- noncompliance, arbitrary/vexatious/bad-faith, and common-benefit branches. 805 ILCS 5/11.70(g)-(i) (accessed September 5, 2026).

Fair-value, fiduciary, securities, tax, and litigation boundaries

Fair value is the shareholder's proportionate interest immediately before consummation, without a minority discount or—absent extraordinary circumstances— a marketability discount. Anticipatory appreciation or depreciation is excluded unless exclusion would be inequitable. Interest runs from effectiveness to payment at the corporation's principal-loan average or, if none, a fair and equitable rate. 805 ILCS 5/11.70(j) (accessed September 5, 2026). This page does not apply those standards.

An entitled holder may challenge the triggering action only for fraud concerning the holder or corporation or breach of fiduciary duty owed to the holder. 805 ILCS 5/11.65(b) (accessed September 5, 2026). The section preserves those claim categories; it does not establish their merits.

What trips people up

The corporation may choose a payment route or, only for readily saleable public- market shares, a sale-instruction route. A shareholder who does not sell within the statutory 10-day window is deemed to have sold at the statute's average price even though no actual sale occurred. The later difference demand must therefore use whichever payment or deemed-sale path applies. 805 ILCS 5/11.70(c)-(e) (accessed September 5, 2026).

Common questions

Does a demanding shareholder keep voting and other rights before closing?

Yes. The holder retains all shareholder rights until consummation cancels or modifies them. 805 ILCS 5/11.70(d) (accessed September 5, 2026).

Can a beneficial owner dissent directly?

Yes, but only for shares held on that person's behalf and only if the record owner's written consent reaches the corporation before or with the beneficial owner's assertion. 805 ILCS 5/11.65(c) (accessed September 5, 2026).

Must the corporation file the court case after an unresolved demand?

It must either pay the demanded difference with interest or file after the 60-day agreement period. If it files, the proceeding has plenary and exclusive jurisdiction; if it does not, the statute preserves the dissenters' otherwise lawful right to commence an action. 805 ILCS 5/11.70(f)-(g) (accessed September 5, 2026).

Statutes and sources

• 805 ILCS 5/11.65 — covered corporate actions, governing-record expansion, challenge boundary, and record/beneficial ownership; accessed September 5, 2026.
• 805 ILCS 5/11.70 — meeting and no-meeting notice, demand, corporate statement, payment/sale paths, supplemental demand, court, costs, value, and interest; accessed September 5, 2026.