Nonprofit Corporation Merger Approval and Filing Requirements in Illinois

At a glance

Requirements one by one

Plan and parties

§ 111.05 permits domestic nonprofits to merge or consolidate under a plan naming the parties and survivor, stating terms and charter changes, and optionally providing for abandonment before filing. § 111.35 permits a foreign nonprofit constituent if its home law allows the transaction. The mixed corporate route in § 111.37(a) merges for-profit corporations into a domestic nonprofit survivor; § 111.37(c) requires the plan to explain how their shares become nonprofit interests or other consideration.

Board and member approvals

With voting members, § 111.20(a) requires the board to approve the plan and direct a member vote. At a quorate meeting, § 111.20(c) requires two-thirds of votes present and voted in person or by proxy, including a separate two-thirds class vote when a class is entitled to one. Under § 111.20(d), articles or bylaws may choose a lower or higher threshold, but not below a majority of votes cast at the meeting. With no members or no members who vote on mergers, § 111.15 instead requires a majority of directors in office at a board meeting. § 108.45(a) permits unanimous written board action unless governing documents specifically prohibit it.

Notice and ballots

§ 111.20(b) requires voting members to receive the plan or its summary with meeting notice. For mergers, § 107.15 sets the meeting-notice window at 20 to 60 days. § 107.10(a) permits a ballot without a meeting under its quorum and approval conditions and requires voting to remain open at least 20 days for a merger. Under § 107.10(d), unanimous written consent of voting members is another route unless the articles or bylaws displace it.

Articles and effective time

§ 111.25(a) requires every constituent to execute duplicate articles containing the plan and statements showing how each corporation approved it. Its subsection (a)(3) recognizes unanimous director consent as one approval statement. § 101.10(b)(2) generally supplies the corporate officer signer route. The Secretary of State files compliant articles under § 111.25(b). Under § 111.40, effectiveness occurs on filing or on a plan-specified later date no more than 30 days after filing.

What trips people up

Article 11 gives the Secretary of State the filing role under § 111.25. It states no separate approval process for a charitable-purpose merger. § 111.10 supplies a narrow additional route for a university-affiliated athletic corporation to merge into the body that governs the university.

If the plan allows abandonment, § 111.05(d) places that choice before the Secretary files the articles.

Common questions

Are two-thirds measured against every member?

No. § 111.20(c) uses votes present and voted at the meeting, with a separate vote when a class is entitled to one.

Can a for-profit corporation be part of the merger?

Yes, through § 111.37(a)'s route into a domestic nonprofit survivor. The plan must also treat the for-profit shares as § 111.37(c) directs.

Statutes and sources

• 805 ILCS 105/101.10, 107.10, 107.15, 108.45, and 111.05–.40: execution, member notice and consent, plan, votes, filing, and effective time. Official Article 11 print view, accessed 2026-10-03.