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Public Act 91-0464
SB566 Enrolled LRB9103880DJcd
AN ACT to amend the Business Corporation Act of 1983 by
changing certain Sections.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Business Corporation Act of 1983 is
amended by changing Sections 1.15, 1.17, 8.40, 8.75, 10.05,
10.35, 13.45, 14.35, 15.40, 15.45, 15.70, 15.75, 15.80,
15.85, and 16.05 as follows:
(805 ILCS 5/1.15) (from Ch. 32, par. 1.15)
Sec. 1.15. Statement of correction. (a) Whenever any
instrument authorized to be filed with the Secretary of State
under any provision of this Act has been so filed and, as of
the date of the action therein referred to, contains any
misstatement of fact, typographical error, error of
transcription or any other error or defect or was defectively
or erroneously executed, such instrument may be corrected by
filing, in accordance with Section 1.10 of this Act, a
statement of correction.
(b) A statement of correction shall set forth:
(1) The name or names of the corporation or
corporations and the State or country under the laws of
which each is organized.
(2) The title of the instrument being corrected and
the date it was filed by the Secretary of State.
(3) The inaccuracy, error or defect to be corrected
and the portion of the instrument in corrected form.
(c) A statement of correction shall be executed in the
same manner in which the instrument being corrected was
required to be executed.
(d) The corrected instrument shall be effective as of
the date the original instrument was filed.
(e) A statement of correction shall not:
(1) Effect any change or amendment of articles
which would not in all respects have complied with the
requirements of this Act at the time of filing the
instrument being corrected.
(2) Take the place of any document, statement or
report otherwise required to be filed by this Act.
(3) Affect any right or liability accrued or
incurred before such filing, except that any right or
liability accrued or incurred by reason of the error or
defect being corrected shall be extinguished by such
filing if the person having such right has not
detrimentally relied on the original instrument.
(4) Alter the provisions of the articles of
incorporation with respect to the corporation name or
purpose, the class or classes and number of shares to be
authorized, and the names and addresses of the
incorporators or initial directors.
(5) Alter the provisions of the application for
certificate of authority of a foreign corporation with
respect to the corporation name.
(6) Alter the provisions of the application to
adopt or change an assumed corporate name with respect to
the assumed corporate name.
(7) Alter the wording of any resolution as filed in
any document report with the Secretary of State and which
was in fact adopted by the board of directors or by the
shareholders.
(8) Alter the provisions of the statement of
election of an extended filing month with respect to the
extended filing month.
(f) A statement of correction may correct the basis, as
established by any document required to be filed by this Act,
of license fees, taxes, penalty, interest, or other charge
paid or payable under this Act.
(g) A statement of correction may provide the grounds
for a petition for a refund or an adjustment of an assessment
filed under Section 1.17 of this Act.
(Source: P.A. 86-985.)
(805 ILCS 5/1.17) (from Ch. 32, par. 1.17)
Sec. 1.17. Petition for refund or adjustment of license
fee, franchise tax, or penalty, or interest.
(a) Any domestic corporation or foreign corporation
having authority to transact business in this State may
petition the Secretary of State for a refund or adjustment of
license fee, franchise tax, or penalty, or interest claimed
to have been erroneously paid or claimed to be payable,
subject however to the following limitations:
(1) No refund shall be made unless a petition for
such shall have been filed in accordance with Section
1.10 of this Act within three years after the amount to
be refunded was paid;
(2) No adjustment of any license fee, franchise
tax, or penalty, or interest shall be made unless a
petition for such shall have been made within three years
after the amount to be adjusted should have been paid;
(3) If the refund or adjustment claimed is based
upon an instrument filed with the Secretary of State
which contained a misstatement of fact, typographical
error, error of transcription or other error or defect,
no refund or adjustment of any license fee, franchise
tax, or penalty, or interest shall be made unless a
statement of correction has been filed in accordance with
Section 1.15 of this Act.
(b) The petition for refund or adjustment shall be
executed in accordance with Section 1.10 of this Act and
shall set forth:
(1) The name of the corporation and the state or
country under the laws of which it is organized.
(2) The amount and nature of the claim.
(3) The details of each transaction and all facts
upon which the petitioner relies.
(4) Any other information required by rule.
(c) If the Secretary of State determines that any
license fee, franchise tax, or penalty, or interest is
incorrect, in whole or in part, he or she shall adjust the
amount to be paid or shall refund to the corporation any
amount paid in excess of the proper amount; provided,
however, that no refund shall be made for an amount less than
$200 and any refund in excess of that amount shall be reduced
by $200, and provided further, that such refund shall be made
without payment of interest.
(Source: P.A. 88-151.)
(805 ILCS 5/8.40) (from Ch. 32, par. 8.40)
Sec. 8.40. Committees. (a) If the articles of
incorporation or by-laws so provide, a majority of the
directors may create one or more committees, each to have one
or more members, and appoint members of the board to serve on
the committee or committees. A committee's Each committee
shall have two or more members shall, who serve at the
pleasure of the board.
(b) Unless the appointment by the board of directors
requires a greater number, a majority of any committee shall
constitute a quorum and a majority of a quorum is necessary
for committee action. A committee may act by unanimous
consent in writing without a meeting and, subject to the
provisions of the by-laws or action by the board of
directors, the committee by majority vote of its members
shall determine the time and place of meetings and the notice
required therefor.
(c) To the extent specified by the board of directors or
in the articles of incorporation or by-laws, each committee
may exercise the authority of the board of directors under
Section 8.05; provided, however, a committee may not:
(1) authorize distributions, except for dividends to be
paid with respect to shares of any preferred or special
classes or any series thereof;
(2) approve or recommend to shareholders any act this
Act requires to be approved by shareholders;
(3) fill vacancies on the board or on any of its
committees;
(4) elect or remove officers or fix the compensation of
any member of the committee;
(5) adopt, amend or repeal the by-laws;
(6) approve a plan of merger not requiring shareholder
approval;
(7) authorize or approve reacquisition of shares, except
according to a general formula or method prescribed by the
board;
(8) authorize or approve the issuance or sale, or
contract for sale, of shares or determine the designation and
relative rights, preferences, and limitations of a series of
shares, except that the board may direct a committee (i) to
fix the specific terms of the issuance or sale or contract
for sale, including without limitation the pricing terms or
the designation and relative rights, preferences, and
limitations of a series of shares if the board of directors
has approved the maximum number of shares to be issued
pursuant to such delegated authority or (ii) to fix the price
and the number of shares to be allocated to particular
employees under an employee benefit plan; or
(9) amend, alter, repeal, or take action inconsistent
with any resolution or action of the board of directors when
the resolution or action of the board of directors provides
by its terms that it shall not be amended, altered or
repealed by action of a committee.
(Source: P.A. 86-464.)
(805 ILCS 5/8.75) (from Ch. 32, par. 8.75)
Sec. 8.75. Indemnification of officers, directors,
employees and agents; insurance.
(a) A corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation)
by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or who is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit
or proceeding, if such person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed
to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed
to the best interests of the corporation or, with respect to
any criminal action or proceeding, that the person had
reasonable cause to believe that his or her conduct was
unlawful.
(b) A corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor
by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the
defense or settlement of such action or suit, if such person
acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of
the corporation, provided that no indemnification shall be
made with respect to any claim, issue, or matter as to which
such person has been adjudged to have been liable to the
corporation, unless, and only to the extent that the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
as the court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful, on the merits or
otherwise, in the defense of any action, suit or proceeding
referred to in subsections (a) and (b), or in defense of any
claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection
therewith.
(d) Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the corporation
only as authorized in the specific case, upon a determination
that indemnification of the director, officer, employee or
agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in
subsections (a) or (b). Such determination shall be made (1)
by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.
(e) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount
if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation as authorized
in this Section.
(f) The indemnification and advancement of expenses
provided by or granted under the other subsections of this
Section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both
as to action in his or her official capacity and as to action
in another capacity while holding such office.
(g) A corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer,
employee or agent of the corporation, or who is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and
incurred by such person in any such capacity, or arising out
of his or her status as such, whether or not the corporation
would have the power to indemnify such person against such
liability under the provisions of this Section.
(h) If a corporation indemnifies or advances has paid
indemnity or has advanced expenses to a director or , officer
under subsection (b) of this Section, employee or agent, the
corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the
next shareholders meeting.
(i) For purposes of this Section, references to "the
corporation" shall include, in addition to the surviving
corporation, any merging corporation (including any
corporation having merged with a merging corporation)
absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to
indemnify its directors, officers, and employees or agents,
so that any person who was a director, officer, employee or
agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to
the surviving corporation as such person would have with
respect to such merging corporation if its separate existence
had continued.
(j) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references
to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and
references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves
services by such director, officer, employee, or agent with
respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a
manner he or she reasonably believed to be in the best
interests of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation"
as referred to in this Section.
(k) The indemnification and advancement of expenses
provided by or granted under this Section shall, unless
otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of that person.
(Source: P.A. 88-43.)
(805 ILCS 5/10.05) (from Ch. 32, par. 10.05)
Sec. 10.05. Authority to amend articles of
incorporation. (a) A corporation may amend its articles of
incorporation at any time and from time to time to add a new
provision or to change or remove an existing provision,
provided that the articles as amended contain only such
provisions as are required or permitted in original articles
of incorporation at the time of amendment. The articles as
amended must contain all the provisions required by
subsection (a) of Section 2.10 except that the names and
addresses of the initial directors may be omitted removed and
the name of the initial registered agent or the address of
the initial registered office may be omitted removed if a
statement of change is on file.
(b) A corporation whose period of duration as provided
in the articles of incorporation has expired may amend its
articles of incorporation to revive its articles and extend
the period of corporate duration, including making the
duration perpetual, at any time within 5 years after the date
of expiration.
(Source: P.A. 84-924.)
(805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
Sec. 10.35. Effect of certificate of amendment.
(a) The amendment shall become effective and the
articles of incorporation shall be deemed to be amended
accordingly, as of the later of:
(1)(a) the issuance of the certificate of amendment
by the Secretary of State; or
(2)(b) the time established under the articles of
amendment, not to exceed 30 days after the issuance of
the certificate of amendment by the Secretary of State.
(b) If the amendment is made in accordance with the
provisions of Section 10.40, upon the issuance of the
certificate of amendment by the Secretary of State, the
amendment shall become effective and the articles of
incorporation shall be deemed to be amended accordingly,
without any action thereon by the directors or shareholders
of the corporation and with the same effect as if the
amendments had been adopted by unanimous action of the
directors and shareholders of the corporation.
(c) If the amendment restates the articles of
incorporation, such restated articles of incorporation shall,
upon such amendment becoming effective, supersede and stand
in lieu of the corporation's preexisting articles of
incorporation.
(d) If the amendment revives the articles of
incorporation and extends the period of corporate duration,
upon the issuance of the certificate of amendment by the
Secretary of State, the amendment shall become effective and
the corporate existence shall be deemed to have continued
without interruption from the date of expiration of the
original period of duration, and the corporation shall stand
revived with such powers, duties and obligations as if its
period of duration had not expired; and all acts and
proceedings of its officers, directors and shareholders,
acting or purporting to act as such, which would have been
legal and valid but for such expiration, shall stand ratified
and confirmed.
(e) Each amendment which affects the number of issued
shares or the amount of paid-in capital shall be deemed to be
a report under the provisions of this Act.
(f) No amendment of the articles of incorporation of a
corporation shall affect any existing cause of action in
favor of or against such corporation, or any pending suit in
which such corporation shall be a party, or the existing
rights of persons other than shareholders; and, in the event
the corporate name shall be changed by amendment, no suit
brought by or against such corporation under its former name
shall be abated for that reason.
(Source: P.A. 83-1025.)
(805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
Sec. 13.45. Withdrawal of foreign corporation. A foreign
corporation authorized to transact business in this State may
withdraw from this State upon procuring from the Secretary of
State a certificate of withdrawal. In order to procure such
certificate of withdrawal, such foreign corporation shall
either:
(a) Execute and file in duplicate triplicate, in
accordance with Section 1.10 of this Act, an application for
withdrawal and a final report which shall set forth:
(1) That no proportion of its issued shares is on the
date of such application represented by business transacted
or property located in this State.
(2) That it surrenders its authority to transact
business in this State.
(3) That it revokes the authority of its registered
agent in this State to accept service of process and consents
that service of process in any suit, action, or proceeding
based upon any cause of action arising in this State during
the time the corporation was licensed to transact business in
this State may thereafter be made on such corporation by
service thereof on the Secretary of State.
(4) A post-office address to which may be mailed a copy
of any process against the corporation that may be served on
the Secretary of State.
(5) The name of the corporation and the state or country
under the laws of which it is organized.
(6) A statement of the aggregate number of issued shares
of the corporation itemized by classes, and series, if any,
within a class, as of the date of such final report.
(7) A statement of the amount of paid-in capital of the
corporation as of the date of such final report.
(8) Such additional information as may be necessary or
appropriate in order to enable the Secretary of State to
determine and assess any unpaid fees or franchise taxes
payable by such foreign corporation as in this Act
prescribed; or
(b) If it has been dissolved, file a copy of the
articles of dissolution duly authenticated by the proper
officer of the state or country under the laws of which such
corporation was organized.
(c) The application for withdrawal and the final report
shall be made on forms prescribed and furnished by the
Secretary of State.
(d) When the corporation has complied with subsection
(a) or (b) of this Section the Secretary of State shall issue
a certificate of withdrawal. If the provisions of subsection
(b) of this Section have been followed, the Secretary of
State shall file the copy of the articles of dissolution in
his or her office with one copy of the certificate of
withdrawal affixed thereto, mail the original certificate to
the corporation or its representative, and file one copy of
the certificate with the recorder of the county in which the
registered office of the corporation in this State is
situated, to be recorded by such recorder. The recorder
shall submit for payment to the Secretary of State, on a
quarterly basis, the amount of filing fees incurred.
Upon the issuance of such certificate of withdrawal, the
authority of the corporation to transact business in this
State shall cease.
(Source: P.A. 84-924.)
(805 ILCS 5/14.35) (from Ch. 32, par. 14.35)
Sec. 14.35. Report following merger or consolidation.
(a) Whenever a domestic corporation or a foreign
corporation authorized to transact business in this State is
the surviving corporation in a statutory merger or whenever a
domestic corporation is the new corporation in a
consolidation, it shall, within 60 days after the effective
date of the event, if the effective date occurs after both
December 31, 1990 and the last day of the third month
immediately preceding its anniversary month in 1991, execute
and file in accordance with Section 1.10 of this Act, a
report setting forth:
(1) The name of the corporation and the state or
country under the laws of which it is organized.
(2) A description of the merger or consolidation.
(3) A statement itemized by classes and series, if
any, within a class of the aggregate number of issued
shares of the corporation as last reported to the
Secretary of State in any document required to be filed
by this Act, other than an annual report, interim annual
report, or final transition annual report.
(4) A statement itemized by classes and series, if
any, within a class of the aggregate number of issued
shares of the corporation after giving effect to the
change.
(5) A statement, expressed in dollars, of the
amount of paid-in capital of the corporation as last
reported to the Secretary of State in any document
required to be filed by this Act, other than an annual
report, interim annual report, or final transition annual
report.
(6) A statement, expressed in dollars, of the
amount of paid-in capital of the corporation after giving
effect to the merger change.
(7) Additional information concerning each of the
constituent corporations that was a party to a merger or
consolidation as may be necessary or appropriate to
verify the proper amount of fees and franchise taxes
payable by the corporation.
(b) The report shall be made on forms prescribed and
furnished by the Secretary of State.
(Source: P.A. 86-1217.)
(805 ILCS 5/15.40) (from Ch. 32, par. 15.40)
Sec. 15.40. Basis for computation of franchise taxes
payable by domestic corporations.
(a) The basis for the initial franchise tax payable by a
domestic corporation shall be the amount represented in this
State, determined in accordance with the provisions of this
Section, of its paid-in capital as disclosed by its first
report of the issuance of shares.
(b) The basis for an additional franchise tax payable by
a domestic corporation, except in the case of a statutory
merger or consolidation, shall be the increased amount
represented in this State, determined in accordance with the
provisions of this Section, of its paid-in capital as
disclosed by any report of issuance of additional shares, or
of an increase in paid-in capital without the issuance of
shares, or of an exchange or reclassification of shares, or
of cumulative changes in paid-in capital.
(c) In the case of a statutory merger or consolidation
of domestic corporations, the basis for an additional
franchise tax payable by the surviving or new corporation
shall be the increased amount represented in this State,
determined in accordance with the provisions of this Section
of the paid-in capital of the surviving or new corporation
immediately after the merger or consolidation over the
aggregate of the amounts represented in this State of the
paid-in capital of the merged or consolidated corporations
disclosed by the latest reports filed by those corporations,
respectively, with the Secretary of State as required by this
Act; provided, however, the basis for a further additional
franchise tax payable by the surviving or new corporation
shall be determined in accordance with the provisions of this
Section, on the paid-in capital of each of the merged or
consolidated corporations as last reported by it in any
document, other than an annual report, required by this Act
to be filed with the Secretary of State, from its taxable
year end to the next succeeding anniversary month or, in the
case of a corporation that has established an extended filing
month, the next succeeding extended filing month of the
surviving or new corporation; however if the taxable year
ends within the 2 month period immediately preceding the
anniversary month or, in the case of a corporation that has
established an extended filing month, the next succeeding
extended filing month of the surviving or new corporation the
tax shall be computed to the anniversary month or, in the
case of a corporation that has established an extended filing
month, the next succeeding extended filing month of the
surviving or new corporation in the next succeeding calendar
year.
(d) The basis for the annual franchise tax payable by a
domestic corporation shall be the amount represented in this
State, determined in accordance with the provisions of this
Section, of its paid-in capital on the last day of the third
month preceding the anniversary month or, in the case of a
corporation that has established an extended filing month, on
the last day of the corporation's fiscal year preceding the
extended filing month.
(e) For the purpose of determining the amount
represented in this State of the paid-in capital of a
domestic corporation, the amount represented in this State
shall be that proportion of its paid-in capital that the sum
of (1) the value of its property located in this State and
(2) the gross amount of business transacted by it at or from
places of business in this State bears to the sum of (1) the
value of all of its property, wherever located, and (2) the
gross amount of its business, wherever transacted, except as
follows:
(1) (a) If the corporation elects in its annual
report in any year to pay its franchise tax upon its
entire paid-in capital, all franchise taxes accruing
against the corporation for that taxable year shall be
computed accordingly until the corporation elects
otherwise in an annual report for a subsequent year.
(2) (b) If the corporation fails to file its annual
report or final transition annual report in any year
within the time prescribed by this Act, the proportion of
its paid-in capital represented in this State shall be
deemed to be its entire paid-in capital unless its annual
report is thereafter filed and its franchise taxes are
thereafter adjusted by the Secretary of State in
accordance with the provisions of this Act, in which case
the proportion shall likewise be adjusted to the same
proportion that would have prevailed if the corporation
had filed its annual report within the time prescribed by
this Act.
(3) (c) In the case of a statutory merger or
consolidation that becomes effective either prior to
January 1, 1991 or on or prior to the last day of the
third month preceding the corporation's anniversary month
in 1991, the amount of the paid-in capital represented in
this State of the surviving or new corporation
immediately after the merger or consolidation, until the
filing of the next annual report of such corporation,
shall be deemed to be that proportion of the paid-in
capital of the surviving or new corporation that the
aggregate amounts represented in this State of the sum of
the paid-in capital of the merged or consolidated
corporations, separately determined, bore to the total of
the sum of the paid-in capital of all of the merged or
consolidated corporations immediately prior to the merger
or consolidation.
(f) For increases in paid-in capital that occur either
prior to January 1, 1991 or on or prior to the last day of
the third month preceding the corporation's anniversary month
in 1991, the proportion corporation on file on the date
represented in this State of the paid-in capital of a
domestic corporation shall be determined from information
contained in the latest annual report of the corporation on
file on the date the particular increase in paid-in capital
is shown to have been made, or, if no annual report was on
file on the date of the increase, from information contained
in its articles of incorporation, or, in case of a merger or
consolidation that becomes effective either prior to January
1, 1991 or on or prior to the last day of the third month
preceding the corporation's anniversary month in 1991, from
information contained in the report of the surviving or new
corporation of the amount of its paid-in capital following
the merger or consolidation. For increases in paid-in
capital that occur after both December 31, 1990 and the last
day of such third month, the proportion represented in this
State of the paid-in capital of a domestic corporation shall
be determined from information contained in the latest annual
report of the corporation for the taxable period in which the
particular increase in paid-in capital is shown to have been
made or, if no annual report was on file on the date of the
increase, from information contained in its articles of
incorporation.
(g) No basis under this Section may consist of any
redeemable preference shares sold to the United States
Secretary of Transportation under Sections 505 and 506 of
Public Law 94-210.
(Source: P.A. 86-985; 86-1217; 87-516.)
(805 ILCS 5/15.45) (from Ch. 32, par. 15.45)
Sec. 15.45. Rate of franchise taxes payable by domestic
corporations.
(a) The annual franchise tax payable by each domestic
corporation shall be computed at the rate of 1/12 of 1/10 of
1% for each calendar month or fraction thereof for the period
commencing on the first day of July 1983 to the first day of
the anniversary month in 1984, but in no event shall the
amount of the annual franchise tax be less than $2.08333 per
month assessed on a minimum of $25 per annum or more than
$83,333.333333 per month; thereafter, the annual franchise
tax payable by each domestic corporation shall be computed at
the rate of 1/10 of 1% for the 12-months' period commencing
on the first day of the anniversary month or, in cases where
a corporation has established an extended filing month, the
extended filing month of the corporation, but in no event
shall the amount of the annual franchise tax be less than $25
nor more than $1,000,000 per annum.
(b) The annual franchise tax payable by each domestic
corporation at the time of filing a statement of election and
interim annual report shall be computed at the rate of 1/10
of 1% for the 12 month period commencing on the first day of
the anniversary month of the corporation next following such
filing, but in no event shall the amount of the annual
franchise tax be less than $25 nor more than $1,000,000 per
annum.
(c) The annual franchise tax payable at the time of
filing the final transition annual report shall be an amount
equal to (i) 1/12 of 1/10 of 1% per month of the proportion
of paid-in capital represented in this State as shown in the
final transition annual report multiplied by (ii) the number
of months commencing with the anniversary month next
following the filing of the statement of election until, but
excluding, the second extended filing month, less the annual
franchise tax theretofore paid at the time of filing the
statement of election, but in no event shall the amount of
the annual franchise tax be less than $2.08333 per month
assessed on a minimum of $25 per annum or more than
$83,333.333333 per month.
(d) The initial franchise tax payable after January 1,
1983, but prior to January 1, 1991, by each domestic
corporation shall be computed at the rate of 1/10 of 1% for
the 12 months' period commencing on the first day of the
anniversary month in which the certificate of incorporation
is issued to the corporation under Section 2.10 of this Act,
but in no event shall the franchise tax be less than $25 nor
more than $1,000,000 per annum. The initial franchise tax
payable on or after January 1, 1991, by each domestic
corporation shall be computed at the rate of 15/100 of 1% for
the 12 month period commencing on the first day of the
anniversary month in which the certificate of incorporation
is issued to the corporation under Section 2.10 of this Act,
but in no event shall the initial franchise tax be less than
$25 nor more than $1,000,000 per annum plus 1/20th of 1% of
the basis therefor.
(e) Each additional franchise tax payable by each
domestic corporation for the period beginning January 1, 1983
through December 31, 1983 shall be computed at the rate of
1/12 of 1/10 of 1% for each calendar month or fraction
thereof, between the date of each respective increase in its
paid-in capital and its anniversary month in 1984; thereafter
until the last day of the month that is both after December
31, 1990 and the third month immediately preceding the
anniversary month in 1991, each additional franchise tax
payable by each domestic corporation shall be computed at the
rate of 1/12 of 1/10 of 1% for each calendar month, or
fraction thereof, between the date of each respective
increase in its paid-in capital and its next anniversary
month; however, if the increase occurs within the 2 month
period immediately preceding the anniversary month, the tax
shall be computed to the anniversary month of the next
succeeding calendar year. Commencing with increases in
paid-in capital that occur subsequent to both December 31,
1990 and the last day of the third month immediately
preceding the anniversary month in 1991, the additional
franchise tax payable by a domestic corporation shall be
computed at the rate of 15/100 of 1%.
(Source: P.A. 86-985; 86-1217.)
(805 ILCS 5/15.70) (from Ch. 32, par. 15.70)
Sec. 15.70. Basis for computation of franchise taxes
payable by foreign corporations.
(a) The basis for the initial franchise tax payable by a
foreign corporation shall be the amount represented in this
State, determined in accordance with the provisions of this
Section, of its paid-in capital as disclosed by its
application for a certificate of authority to transact
business in this State.
(b) The basis for an additional franchise tax payable by
a corporation, except in the case of a statutory merger,
shall be the increased amount represented in this State,
determined in accordance with the provisions of this Section,
of its paid-in capital as disclosed by any report of issuance
of additional shares, or of an increase in paid-in capital
without the issuance of shares, or of an exchange or
reclassification of shares, or of cumulative changes in
paid-in capital.
(c) Whenever a foreign corporation shall be a party to a
statutory merger and shall be the surviving corporation, the
basis for an additional franchise tax shall be the increased
amount represented in this State, determined in accordance
with the provisions of this Section, of the paid-in capital
of the surviving corporation immediately after the merger
over the aggregate of the amounts represented in this State
of the paid-in capital of the merged corporations; provided,
however, the basis for a further additional franchise tax
payable by the surviving corporation shall be determined in
accordance with the provisions of this Section, on the
paid-in capital of each of the merged corporations from its
taxable year end to the next succeeding anniversary month or,
in the case of a corporation that has established an extended
filing month, the extended filing month of the surviving
corporation; however if the taxable year ends within the 2
month period immediately preceding the anniversary month or,
in the case of a corporation that has established an extended
filing month, the extended filing month of the surviving
corporation, the tax shall be computed to the anniversary
month or, in the case of a corporation that has established
an extended filing month, the extended filing month of the
surviving corporation in the next succeeding calendar year.
(d) The basis for the annual franchise tax payable by a
foreign corporation shall be the amount represented in this
State, determined in accordance with the provisions of this
Section, of its paid-in capital on the last day of the third
month preceding the anniversary month or, in the case of a
corporation that has established an extended filing month, on
the last day of the corporation's fiscal year preceding the
extended filing month.
(e) The amount represented in this State of the paid-in
capital of a foreign corporation shall be that proportion of
its paid-in capital that the sum of (1) the value of its
property located in this State and (2) the gross amount of
business transacted by it at or from places of business in
this State bears to the sum of (1) the value of all of its
property, wherever located, and (2) the gross amount of its
business, wherever transacted, except as follows:
(1) (a) If the corporation elects in its annual
report in any year to pay its franchise tax upon its
entire paid-in capital, all franchise taxes accruing
against the corporation for that taxable year shall be
computed accordingly until the corporation elects
otherwise in an annual report for a subsequent year.
(2) (b) If the corporation fails to file its annual
report in any year within the time prescribed by this
Act, the proportion of its paid-in capital represented in
this State shall be deemed to be its entire paid-in
capital, unless its annual report is thereafter filed and
its franchise taxes are thereafter adjusted by the
Secretary of State in accordance with the provisions of
this Act, in which case the proportion shall likewise be
adjusted to the same proportion that would have prevailed
if the corporation had filed its annual report within the
time prescribed by this Act.
(3) (c) In the case of a statutory merger that
becomes effective either prior to January 1, 1991 or on
or prior to the last day of the third month preceding the
corporation's anniversary month in 1991, the amount of
the paid-in capital represented in this State of the
surviving corporation immediately after the merger, until
the filing of the next annual report of such corporation,
shall be deemed to be that proportion of the paid-in
capital of the surviving corporation that the aggregate
amounts represented in this State of the sum of the
paid-in capital of the merged corporations, separately
determined, bore to the total of the sum of the paid-in
capital of all of the merged corporations immediately
prior to the merger.
(f) For increases in paid-in capital that occur either
prior to January 1, 1991 or on or prior to the last day of
the third month preceding the corporation's anniversary month
in 1991, the proportion represented in this State of the
paid-in capital of a foreign corporation shall be determined
from information contained in the latest annual report of the
corporation on file on the date the particular increase in
paid-in capital is shown to have been made, or, if no annual
report was on file on the date of the increase, from
information contained in its application for a certificate of
authority to transact business in this State, or, in case of
a merger that becomes effective either prior to January 1,
1991 or on or prior to the last day of the third month
preceding the surviving corporation's anniversary month in
1991, from information contained in the report of the
surviving corporation of the amount of its paid-in capital
following the merger. For changes in paid-in capital that
occur after both December 31, 1990 and the last day of such
third month, the proportion represented in this State of the
paid-in capital of a corporation shall be determined from
information contained in the latest annual report of the
corporation for the taxable period in which the particular
increase in paid-in capital is shown to have been made or, if
no annual report was on file on the date of the increase,
from information contained in its application for certificate
of authority to transact business in Illinois.
(g) No basis under this Section may consist of any
redeemable preference shares sold to the United States
Secretary of Transportation under Sections 505 and 506 of
Public Law 94-210.
(Source: P.A. 86-985; 86-1217; 87-516.)
(805 ILCS 5/15.75) (from Ch. 32, par. 15.75)
Sec. 15.75. Rate of franchise taxes payable by foreign
corporations.
(a) The annual franchise tax payable by each foreign
corporation shall be computed at the rate of 1/12 of 1/10 of
1% for each calendar month or fraction thereof for the period
commencing on the first day of July 1983 to the first day of
the anniversary month in 1984, but in no event shall the
amount of the annual franchise tax be less than $2.083333 per
month based on a minimum of $25 per annum or more than
$83,333.333333 per month, thereafter, the annual franchise
tax payable by each foreign corporation shall be computed at
the rate of 1/10 of 1% for the 12-months' period commencing
on the first day of the anniversary month or, in the case of
a corporation that has established an extended filing month,
the extended filing month of the corporation, but in no event
shall the amount of the annual franchise tax be less than $25
nor more than $1,000,000 per annum.
(b) The annual franchise tax payable by each foreign
corporation at the time of filing a statement of election and
interim annual report shall be computed at the rate of 1/10
of 1% for the 12 month period commencing on the first day of
the anniversary month of the corporation next following the
filing, but in no event shall the amount of the annual
franchise tax be less than $25 nor more than $1,000,000 per
annum.
(c) The annual franchise tax payable at the time of
filing the final transition annual report shall be an amount
equal to (i) 1/12 of 1/10 of 1% per month of the proportion
of paid-in capital represented in this State as shown in the
final transition annual report multiplied by (ii) the number
of months commencing with the anniversary month next
following the filing of the statement of election until, but
excluding, the second extended filing month, less the annual
franchise tax theretofore paid at the time of filing the
statement of election, but in no event shall the amount of
the annual franchise tax be less than $2.083333 per month
based on a minimum of $25 per annum or more than
$83,333.333333 per month.
(d) The initial franchise tax payable after January 1,
1983, but prior to January 1, 1991, by each foreign
corporation shall be computed at the rate of 1/10 of 1% for
the 12 months' period commencing on the first day of the
anniversary month in which the certificate of authority is
issued to the corporation under Section 13.15 of this Act,
but in no event shall the franchise tax be less than $25 nor
more than $1,000,000 per annum. Except in the case of a
foreign corporation that has begun transacting business in
Illinois prior to January 1, 1991, the initial franchise tax
payable on or after January 1, 1991, by each foreign
corporation, shall be computed at the rate of 15/100 of 1%
for the 12 month period commencing on the first day of the
anniversary month in which the certificate of authority is
issued to the corporation under Section 13.15 of this Act,
but in no event shall the franchise tax be less than $25 nor
more than $1,000,000 per annum plus 1/20 of 1% of the basis
therefor.
(e) Whenever the application for the certificate of
authority indicates that the corporation commenced
transacting business:
(1) prior to January 1, 1991, the initial franchise
tax shall be computed at the rate of 1/12 of 1/10 of 1%
for each calendar month; or
(2) after December 31, 1990, the initial franchise
tax shall be computed at the rate of 1/12 of 15/100 of 1%
for each calendar month.
(f) Each additional franchise tax payable by each
foreign corporation for the period beginning January 1, 1983
through December 31, 1983 shall be computed at the rate of
1/12 of 1/10 of 1% for each calendar month or fraction
thereof between the date of each respective increase in its
paid-in capital and its anniversary month in 1984; thereafter
until the last day of the month that is both after December
31, 1990 and the third month immediately preceding the
anniversary month in 1991, each additional franchise tax
payable by each foreign corporation shall be computed at the
rate of 1/12 of 1/10 of 1% for each calendar month, or
fraction thereof, between the date of each respective
increase in its paid-in capital and its next anniversary
month; however, if the increase occurs within the 2 month
period immediately preceding the anniversary month, the tax
shall be computed to the anniversary month of the next
succeeding calendar year. Commencing with increases in
paid-in capital that occur subsequent to both December 31,
1990 and the last day of the third month immediately
preceding the anniversary month in 1991, the additional
franchise tax payable by a foreign corporation shall be
computed at the rate of 15/100 of 1%.
(Source: P.A. 86-985; 86-1217.)
(805 ILCS 5/15.80) (from Ch. 32, par. 15.80)
Sec. 15.80. Computation and collection of annual
franchise taxes - proceeding for dissolution or revocation if
not paid.
(a) It shall be the duty of the Secretary of State to
collect all annual franchise taxes and penalties imposed by
or payable in accordance with this Act.
(b) During the calendar year 1983, each corporation must
pay its annual franchise tax within 60 days preceding July 1,
1983, for the taxable year period beginning July 1, 1983 to
each corporation's anniversary month in 1984; thereafter,
within 60 days prior to the first day of the anniversary
month or, in cases where a corporation has established an
extended filing month, the extended filing month each year
the Secretary of State shall collect from each corporation,
domestic or foreign, required to file an annual report in
such year, the franchise tax payable by it for the 12 months'
period commencing on the first day of the anniversary month
or, in cases where a corporation has established an extended
filing month, the extended filing month of such year or, in
the case of a corporation which has filed a statement of
election of an extended filing date, the interim period
resulting therefrom in accordance with the foregoing
provisions; and, if it has failed to file its annual report
and pay its franchise tax within the time prescribed by this
Act, the penalties and interest will be imposed pursuant to
this Act upon such corporation for its failure so to do; and
the Secretary of State shall mail a written notice to each
corporation against which such tax is payable, addressed to
such corporation at its registered office in this State,
notifying the corporation: (1) of the amount of franchise tax
payable for the taxable year period and the amount of
penalties and interest due for failure to file its annual
report and pay its franchise tax; and (2) that such tax and
penalties and interest shall be payable to the Secretary of
State. Failure to receive such notice shall not relieve the
corporation of its obligation to pay the tax and any
penalties and any interest due or invalidate the validity
thereof.
(c) All annual franchise taxes for the taxable year
period commencing on July 1, 1983 to the anniversary month of
each corporation in 1984 shall be due and payable by July 1,
1983. Beginning with January 1984, all annual reports, fees,
and franchise taxes shall be due and payable prior to the
first day of the anniversary month or, in the case of a
corporation which has established an extended filing month
subsequent to January 1, 1991, the extended filing month of
each corporation each year. If the annual franchise tax due
from any corporation subject to the provisions of this Act
together with all penalties and interest imposed thereon,
shall not be paid to the Secretary of State before the date
of the year in which such tax is due and payable, the
Secretary of State shall proceed under Section 12.40 of this
Act for the dissolution of a domestic corporation or under
Section 13.55 for revocation of a foreign corporation.
(d) For the purpose of enforcing collection, all annual
franchise taxes payable in accordance with this Act, and all
penalties due thereon and all interest and costs that shall
accrue in connection with the collection thereof, shall be a
prior and first lien on the real and personal property of the
corporation from and including the date of the year when such
franchise taxes become due and payable until such taxes,
penalties, interest, and costs shall have been paid.
(Source: P.A. 86-985.)
(805 ILCS 5/15.85) (from Ch. 32, par. 15.85)
Sec. 15.85. Effect of nonpayment of fees or taxes.
(a) The Secretary of State shall not file any articles,
statements, certificates, reports, applications, notices, or
other papers relating to any corporation, domestic or
foreign, organized under or subject to the provisions of this
Act until all fees, franchise taxes, and charges provided to
be paid in connection therewith shall have been paid to him
or her, or while the corporation is in default in the payment
of any fees, franchise taxes, charges, or penalties, or
interest herein provided to be paid by or assessed against
it, or when the Illinois Department of Revenue has given
notice that the corporation is in default in the filing of a
return or the payment of any final assessment of tax, penalty
or interest as required by any tax Act administered by the
Department.
(b) The Secretary of State shall not file, with respect
to any domestic or foreign corporation, any document required
or permitted to be filed by this Act, which has an effective
date other than the date of filing until there has been paid
by such corporation to the Secretary of State all fees, taxes
and charges due and payable on or before said effective date.
(c) No corporation required to pay a franchise tax,
license fee, or penalty, or interest under this Act shall
maintain any civil action until all such franchise taxes,
license fees, and penalties, and interest have been paid in
full.
(d) The Secretary of State shall, from information
received from the Illinois Commerce Commission, compile and
keep a list of all domestic and foreign corporations which
are regulated pursuant to the provisions of "An Act
concerning public utilities", approved June 29, 1921, and
Chapter 18 of "The Illinois Vehicle Code", approved September
29, 1969, and which hold, as a prerequisite for doing
business in this State, any franchise, license, permit or
right to engage in any business regulated by such Acts.
(e) Within 10 days after any such corporation fails to
pay a franchise tax, license fee, or penalty, or interest
required under this Act, the Secretary shall, by written
notice, so advise the Secretary of the Illinois Commerce
Commission.
(Source: P.A. 86-381.)
(805 ILCS 5/16.05) (from Ch. 32, par. 16.05)
Sec. 16.05. Penalties and interest imposed upon
corporations.
(a) Each corporation, domestic or foreign, that fails or
refuses to file any annual report or report of cumulative
changes in paid-in capital and pay any franchise tax due
pursuant to the report prior to the first day of its
anniversary month or, in the case of a corporation which has
established an extended filing month, the extended filing
month of the corporation shall pay a penalty of 10% of the
amount of any delinquent franchise tax due for the report.
(b) Each corporation, domestic or foreign, that fails or
refuses to file a report of issuance of shares or increase in
paid-in capital within the time prescribed by this Act is
subject to a penalty on any obligation occurring prior to
January 1, 1991, and interest on those obligations on or
after January 1, 1991, for each calendar month or part of
month that it is delinquent in the amount of 1% of the amount
of license fees and franchise taxes provided by this Act to
be paid on account of the issuance of shares or increase in
paid-in capital.
(c) Each corporation, domestic or foreign, that fails or
refuses to file a report of cumulative changes in paid-in
capital or report following merger within the time prescribed
by this Act is subject to interest on or after January 1,
1992, for each calendar month or part of month that it is
delinquent, in the amount of 1% of the amount of franchise
taxes provided by this Act to be paid on account of the
issuance of shares or increase in paid-in capital disclosed
on the report of cumulative changes in paid-in capital or
report following merger, or $1, whichever is greater.
(d) If the annual franchise tax, or the supplemental
annual franchise tax for any 12-month period commencing July
1, 1968, or July 1 of any subsequent year through June 30,
1983, assessed in accordance with this Act, is not paid by
July 31, it is delinquent, and there is added a penalty prior
to January 1, 1991, and interest on and after January 1,
1991, of 1% for each month or part of month that it is
delinquent commencing with the month of August, or $1,
whichever is greater.
(e) If the supplemental annual franchise tax assessed in
accordance with the provisions of this Act for the 12-month
period commencing July 1, 1967, is not paid by September 30,
1967, it is delinquent, and there is added a penalty prior to
January 1, 1991, and interest on and after January 1, 1991,
of 1% for each month or part of month that it is delinquent
commencing with the month of October, 1967.
(f) If any annual franchise tax for any period beginning
on or after July 1, 1983, is not paid by the time period
herein prescribed, it is delinquent and there is added a
penalty prior to January 1, 1991, and interest on and after
January 1, 1991, of 1% for each month or part of a month that
it is delinquent commencing with the anniversary month or in
the case of a corporation that has established an extended
filing month, the extended filing month, or $1, whichever is
greater.
(g) Any corporation, domestic or foreign, failing to pay
the prescribed fee for assumed corporate name renewal when
due and payable shall be given notice of nonpayment by the
Secretary of State by regular mail; and if the fee together
with a penalty fee of $5 is not paid within 90 days after the
notice is mailed, the right to use the assumed name shall
cease.
(h) Any corporation which puts forth any sign or
advertisement, assuming any name other than that by which it
is incorporated or otherwise authorized by law to act, shall
be guilty of a Class C misdemeanor and shall be deemed guilty
of an additional offense for each day it shall continue to so
offend.
(i) Each corporation, domestic or foreign, that fails or
refuses (1) to file in the office of the recorder within the
time prescribed by this Act any document required by this Act
to be so filed, or (2) to answer truthfully and fully within
the time prescribed by this Act interrogatories propounded by
the Secretary of State in accordance with this Act, or (3) to
perform any other act required by this Act to be performed by
the corporation, is guilty of a Class C misdemeanor.
(j) Each corporation that fails or refuses to file
articles of revocation of dissolution within the time
prescribed by this Act is subject to a penalty for each
calendar month or part of the month that it is delinquent in
the amount of $50.
(Source: P.A. 86-985; 86-1217.)
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