Illinois Compiled Statutes
220 ILCS 5/ - Public Utilities Act.
Article VI - Capitalization

(220 ILCS 5/Art. VI heading)

(220 ILCS 5/6-101) (from Ch. 111 2/3, par. 6-101)
Sec. 6-101.

The power of public utilities to issue stocks, stock
certificates, bonds, notes and other evidences of indebtedness and to create
liens on their property is a special privilege, the right of supervision,
regulation, restriction and control of which is and shall continue to be
vested in the State, and such power shall be exercised by the Commission
hereby created according to the provisions of this Act and under such rules
and regulations as the Commission may prescribe.
The Commission shall provide, by serial number or other device to be
placed on the face thereof, for the proper and easy identification of such
stocks, stock certificates, bonds, notes and other evidences of indebtedness
as may be issued by public utilities under the provisions of this article.

(Source: P.A. 84-617.)

(220 ILCS 5/6-102) (from Ch. 111 2/3, par. 6-102)
Sec. 6-102. Authorization of issues of stock.
(a) Subject to the provisions of this Act and of the order of the
Commission issued as provided in this Act, a public utility may issue
stocks and stock certificates, and bonds, notes and other evidences of
indebtedness payable at periods of more than 12 months after the date
thereof for any lawful purpose. However, such public utility
shall first have secured from the Commission an order authorizing such
issue and stating the amount thereof and the purpose or purposes to which
the issue or the proceeds thereof are to be applied, and that in the
opinion of the Commission, the money, property or labor to be procured or
paid for by such issue is reasonably required for the purpose or purposes
specified in the order.
(b) The provisions of this subsection (b) shall apply
only to (1) any issuances of stock in a cumulative amount,
exclusive of any issuances referred to in item (3), that are
10% or more in a calendar year or 20% or more in a 24-month
period of the total common stockholders' equity or of the
total amount of preferred stock outstanding, as the case may
be, of the public utility, and (2) to any issuances of bonds,
notes or other evidences of indebtedness in a cumulative
principal amount, exclusive of any issuances referred to in
item (3), that are 10% or more in a calendar year or 20% or
more in a 24-month period of the aggregate principal amount of
bonds, notes and other evidences of indebtedness of the public
utility outstanding, all as of the date of the issuance, but
shall not apply to (3) any issuances of stock or of bonds,
notes or other evidences of indebtedness 90% or more of the
proceeds of which are to be used by the public utility for
purposes of refunding, redeeming or refinancing outstanding
issues of stock, bonds, notes or other evidences of
indebtedness.
To enable it to determine whether it will issue the
order required by subsection (a) of this Section, the Commission may hold a hearing and may make such additional
inquiry or investigation, and examine such witnesses, books, papers,
accounts, documents and contracts and require the filing of such data as it
may deem of assistance. The public utility may be required by the
Commission to disclose every interest of the directors of such public
utility in any transaction under investigation. The Commission shall have
power to investigate all such transactions and to inquire into the good
faith thereof, to examine books, papers, accounts, documents and contracts
of public utilities, construction or other companies or of firms or
individuals with whom the public utility shall have had financial
transactions, for the purpose of enabling it to verify any statements
furnished, and to examine into the actual value of property acquired by or
services rendered to such public utility. Before issuing its order, the
Commission, when it is deemed necessary by the Commission, shall make an
adequate physical valuation of all property of the public utility, but a
valuation already made under proper public supervision may be adopted,
either in whole or in part, at the discretion of the Commission; and shall
also examine all previously authorized or outstanding securities of the
public utility, and fixed charges attached thereto. A statement of the
results of such physical valuation, and a statement of the character of all
outstanding securities, together with the conditions under which they are
held, shall be included in the order. The Commission may require that such
information or such part thereof as it thinks proper, shall appear upon the
stock, stock certificate, bond, note or other evidence of indebtedness
authorized by its order. The Commission may by its order grant permission
for the issue of such stock certificates, or bonds, notes or other
evidences of indebtedness in the amount applied for, or in a lesser amount,
or not at all, and may attach to the exercise of its permission such
condition or conditions as it may deem reasonable and necessary.
Nothing in this Section shall prevent a public utility from seeking, nor
the Commission from approving, a shelf registration plan for issuing
securities over a reasonable period in accordance with regulations
established by the United States Securities and Exchange Commission. Any
securities issued pursuant to an approved shelf registration plan need not
be further approved by the Commission so long as they are in compliance
with the approved shelf registration plan. The
Commission shall have the power to refuse its approval of applications to
issue securities, in whole or in part, upon a finding that the issue of
such securities would be contrary to public interest. The Commission may
also require the public utility to compile for the information of its
shareholders such facts in regard to its financial transactions, in such
form as the Commission may direct.
No public utility shall, without the consent of the Commission, apply
the issue of any stock or stock certificates, or bond, note or other
evidence of indebtedness, which was issued pursuant to an order of the
Commission entered pursuant to this subsection (b), or any part thereof, or
any proceeds thereof, to
any purpose not specified in the Commission's order or to any purpose
specified in the Commission's order in excess of the amount authorized for
such purpose; or issue or dispose of the same on any terms less favorable
than those specified in such order, or a modification thereof. The
Commission shall have the power to require public utilities to account for
the disposition of the proceeds of all sales of stocks and stock certificates,
and bonds, notes and other evidences of indebtedness, which were issued
pursuant to an order of the Commission entered pursuant to this subsection
(b), in such form and detail
as it may deem advisable, and to establish such rules and regulations as it
may deem reasonable and necessary to insure the disposition of such
proceeds for the purpose or purposes specified in its order.
(c) A public utility may issue notes, for proper purposes, and not in
violation of any provision of this Act or any other Act, payable at periods
of not more than 12 months after the date of issuance of the same, without
the consent of the Commission; but no such note shall, in whole or in part,
be renewed or be refunded from the proceeds of any other such note or
evidence of indebtedness from time to time without the consent of the
Commission for an aggregate period of longer than 2 years.
A "telecommunications carrier" as that term is defined by Section 13-202
of this Act is exempt from the requirements of this subsection (c).
(d) Any issuance of stock or of bonds, notes or other
evidences of indebtedness, other than issuances of notes
pursuant to subsection (c) of this Section, which is not
subject to subsection (b) of this Section, shall be regulated
by the Commission as follows: the public utility shall file
with the Commission, at least 15 days before the date of the
issuance, an informational statement setting forth the type
and amount of the issue and the purpose or purposes to which
the issue or the proceeds thereof are to be applied. Prior to
the date of the issuance specified in the public utility's
filing, the Commission, if it finds that the issuance is not
subject to subsection (b) of this Section, shall issue a
written order in conformance with subsection (a) of this
Section authorizing the issuance. Notwithstanding any other
provisions of this Act, the Commission may delegate its
authority to enter the order required by this subsection (d)
to an administrative law judge.
(e) The Commission shall have no power to authorize the capitalization
of
the right to be a corporation, or to authorize the capitalization of any
franchise, license, or permit whatsoever or the right to own, operate or
enjoy any such franchise, license, or permit, in excess of the amount
(exclusive of any tax or annual charge) actually paid to the State or to a
political subdivision thereof as the consideration for the grant of such
franchise, license, permit or right; nor shall any contract for
consolidation or lease be capitalized, nor shall any public utility
hereafter issue any bonds, notes or other evidences of indebtedness against
or as a lien, upon any contract for consolidation or merger.
(f) The provisions of this Section shall not apply to public utilities
which
are not corporations duly incorporated under the laws of this State to the
extent that any such public utility may issue stock, bonds, notes or other
evidences of indebtedness not directly or indirectly constituting or
creating a lien or charge on, or right to profits from, any property used
or useful in rendering service within this State.

(Source: P.A. 100-840, eff. 8-13-18.)

(220 ILCS 5/6-103) (from Ch. 111 2/3, par. 6-103)
Sec. 6-103.

The capitalization of a public utility formed by a merger or
consolidation of two or more corporations shall be subject to the approval
of the Commission, but in no event shall the Commission approve a
capitalization exceeding the sum of the capital stock of the corporations
so consolidated, at the par value thereof, and any additional sum actually
paid in cash for improvements; nor shall any contract for consolidation or
lease be capitalized in the stock of any corporation whatever; nor shall
any corporation hereafter issue any bonds against or as a lien upon any
contract for consolidation or merger. In any reorganization of a public
utility, resulting from forced sale, or in any other manner, the amount of
capitalization, including therein all stocks and stock certificates and
bonds, notes and other evidences of indebtedness, shall be such as is
authorized by the Commission, which in making its determination, shall not
exceed the fair value of the property involved. Issuance of stocks and
stock certificates, and bonds, notes or other evidences of indebtedness in
connection with any consolidation, merger, or reorganization shall be
subject to all the terms of Sections 6-101 and 6-102 of this Act.

(Source: P.A. 84-617.)

(220 ILCS 5/6-104) (from Ch. 111 2/3, par. 6-104)
Sec. 6-104.

All stock and every stock certificate, and every bond, note or
other evidence of indebtedness, of a public utility, not payable within
twelve months issued without an order of the Commission authorizing the
same then in effect shall be void, unless issued upon the authority of any
articles of incorporation or amendments thereto, and of a vote of the
stockholders or directors, filed and taken before January 1, 1914, and
likewise all stock and every stock certificate, and every bond, note or
other evidence of indebtedness of a public utility not payable within
12 months, issued with the authorization of the Commission, but not
conforming in its provisions to the provisions, if any, which it is
required by the order of authorization of the Commission to contain, shall
be void; but no failure in any other respect to comply with the terms or
conditions of the order of authorization of the Commission shall render
void any stock or stock certificate, or any bond, note or other evidence of
indebtedness, except as to a corporation or person taking the same with
notice of the failure to comply with the order of the Commission.

(Source: P.A. 84-617.)

(220 ILCS 5/6-105) (from Ch. 111 2/3, par. 6-105)
Sec. 6-105.

Every public utility which, directly or indirectly, issues or
causes to be issued, any stock, stock certificate, bond, note or other
evidence of indebtedness, in non-conformity with the order of the
Commission authorizing the same, or contrary to the provisions of this Act,
or which applies the proceeds from the sale thereof, or any part thereof,
to any purpose other than the purpose or purposes specified in the
Commission's order, as herein provided, or to any purpose specified in the
Commission's order in excess of the amount authorized for such purpose,
shall be guilty of a business offense and shall be subject to a penalty of
not less than $500 nor more than $20,000 for each offense.

(Source: P.A. 84-617.)

(220 ILCS 5/6-106) (from Ch. 111 2/3, par. 6-106)
Sec. 6-106.

Every officer, agent or employee of a public utility, and every
other person who knowingly authorizes, directs, issues or executes, causes
to be issued or executed, or aids in the issue or execution of any stock,
stock certificate, bond, note or other evidence of indebtedness, in
nonconformity with the order of the Commission authorizing the same, or
contrary to the provisions of this Act; or who, in any proceeding before
the Commission, knowingly makes any false statement or representation, or
with the knowledge of its falsity files or causes to be filed with the
Commission any false statement or representation, which said statement or
representation so made, filed or cause to be filed, may tend in any way to
influence the Commission to make an order authorizing the issue of any
stock or stock certificate, or any bond, note or other evidence of
indebtedness, or which results in procuring from the Commission the making
of any such order, or who, with knowledge that any false statement or
representation was made to the Commission, in any proceeding, tending in
any way to influence the Commission to make such order, issues or executes
or negotiates, or causes to be issued, executed or negotiated any such
stock or stock certificate, or bond, note or other evidence of
indebtedness, or who, directly or indirectly, knowingly applies, or causes
or assists to be applied the proceeds or any part thereof, from the sale of
any stock or stock certificate, or bond, note or other evidence of
indebtedness, to any purpose not specified in the Commission's order or to
any purpose specified in the Commission's order in excess of the amount
authorized for such purpose, or who, with knowledge that any stock or stock
certificate, or bond, note or other evidence of indebtedness, has been
issued or executed in violation of any of the provisions of this Act,
negotiates, or causes the same to be negotiated, shall be guilty of a Class
3 felony.

(Source: P.A. 84-617.)

(220 ILCS 5/6-107) (from Ch. 111 2/3, par. 6-107)
Sec. 6-107.

No provisions of this Act, and no deed or act done or performed
under or in connection therewith, shall be held or construed to obligate
the State of Illinois to pay or guarantee, in any manner whatsoever, any
stock or stock certificate, or bond, note or other evidence of
indebtedness, authorized, issued or executed under the provisions of this
Act, nor shall it be held or construed to imply any validation or approval
by the State of past issues, nor that past or future or past and future
issues represent actual value of property owned or to be owned by a public
utility or the value of such property for rate making purposes.

(Source: P.A. 84-617.)

(220 ILCS 5/6-108) (from Ch. 111 2/3, par. 6-108)
Sec. 6-108.

The Commission shall charge every public utility receiving
permission under this Act for the issue of stocks, bonds, notes and other
evidences of indebtedness an amount equal to 12 cents for every $100
of the
par or stated value of stocks, and 24 cents for every $100 of the
principal
amount of bonds, notes or other evidences of indebtedness, authorized by
the Commission, which shall be paid to the Commission no later than 30
days after service of the Commission order authorizing the issuance of
those stocks, bonds, notes or other evidences of indebtedness. Provided, that
if any such stock, bonds, notes or other evidences of indebtedness constitutes
or creates a lien or charge on, or right to profits from, any property not
situated in this State, this fee shall be paid only on the amount of any such
issue which is the same proportion of the whole issue as the property situated
in this State is of the total property on which such securities issue creates a
lien or charge, or from which a right to profits is established; and provided
further, that no public utility shall be required to pay any fee for permission
granted to it by the Commission in any of the following cases:
(1) To guarantee bonds or other securities.
(2) To issue bonds, notes or other evidences of indebtedness issued for
the purpose of converting, exchanging, taking over, refunding, discharging
or retiring any bonds, notes or other evidences of indebtedness except:
(3) To issue shares of stock upon the conversion of convertible bonds,
notes or other evidences of indebtedness or upon the conversion of
convertible stock of another class in accordance with a conversion
privilege contained in such convertible bonds, notes or other evidences of
indebtedness or contained in such convertible stock, as the case may be,
where a fee (in the amount payable under this Section in the case of
evidences of indebtedness) has been previously paid for the issuance of
such convertible bonds, notes or other evidences of indebtedness, or where
a fee (in the amount payable under this Section in the case of stocks) has
been previously paid for the issuance of such convertible stock, or where
such convertible stock was issued prior to July 1, 1951 and upon which no
fee has been previously paid, as the case may be.
(4) To issue shares of stocks for the purpose of redeeming or otherwise
retiring, or in exchange for, other stocks, where the fee for the issuance
of such other stocks has been previously paid, or where such other stocks
were issued prior to July 1, 1951 and upon which no fee has been previously
paid, as the case may be, but only to the extent that the par or stated
value of the shares of stock so issued does not exceed the par or stated
value of the other stocks redeemed or otherwise retired or exchanged.
All fees collected by the Commission under this Section shall be paid
within 10 days after the receipt of the same, accompanied by a detailed
statement of the same, into the Public Utility Fund in the State treasury.

(Source: P.A. 93-32, eff. 7-1-03.)