Section 150.10  Applicability

This Subpart shall apply to all hearings conducted pursuant to the Business Corporation Act of 1983 [805 ILCS 5].

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.20  Definitions

            "Act" shall mean the Business Corporation Act of 1983 (Ill. Rev. Stat. 1991, ch. 32, par. 1.01 et seq.) [805 ILCS 5].

            "Applicant" or "Petitioner" is the party who, by written request seeks or applies for any relief from the Department under the provisions of the Business Corporation Act of 1983, or otherwise from any rule, regulation, order, or determination of the Office.

            "Contested case" means any adjudicatory proceeding conducted by the Office in which the legal rights, privileges, immunities, duties, or obligations of any person or party are required by law or regulation to be determined by the Secretary of State after an opportunity for a hearing.

            "Department" means the Department of Business Services of the Office of the Secretary of State of Illinois.

            "Director" means the Director or Acting Director of the Department.

            "Division" means the Corporation Division of the Department.

            "Hearing" means a proceeding conducted by the Department of Business Services of the Secretary of State in which the rights, privileges, immunities, duties or obligations of any person or party are required by law to be determined by the Secretary of State only after opportunity for a hearing.

            "Hearing Officer" means the presiding official(s) designated by the Department of Business Services of the Secretary of State to conduct a hearing or anyone designated by the Department of Business Services to hear evidence. The hearing officer must be admitted to practice law in the State of Illinois and must be a member in good standing of the Bar of Illinois.

            "Office" refers to the Office of the Secretary of State and not to any particular department, address, or location.

            "Party" means any person named or admitted as a participant in any hearing conducted pursuant to these rules, including the Office and Department.

            "Person" includes any individual, corporation, partnership, association, or firm legally capable of either seeking the action of the Office or being the subject of said action.

            "Respondent" means a person against whom a complaint or petition is filed, or who, by reason of interest in the subject matter of a petition or application or the relief sought therein, is made a respondent or to whom an order or complaint is directed by the Department initiating a proceeding.

(Source:  Amended at 17 Ill. Reg. 11571, effective July 15, 1993)

Section 150.30  Right to Counsel

a)         Any party may appear and be heard through an attorney at law licensed to practice in the State of Illinois.

1)         Attorneys admitted to practice in states other than the State of Illinois may appear and be heard by special leave of the Hearing Officer appointed to conduct the hearing, upon the attorney's verbal representation or written documentation as to the attorney's admission to the practice of law.

2)         A natural person may appear and be heard on his or her own behalf.

3)         A corporation, association, or partnership may appear and present evidence by any bona fide officer, employee, or representative.

b)         Only an attorney properly licensed shall represent anyone else in any hearing in any matter involving the exercise of legal skill or knowledge. The standards of conduct shall be the same as before the Courts of the State of Illinois.

Section 150.40  Appearance of Attorney

An attorney appearing in a representative capacity shall file with the Department a written notice of appearance identifying himself by name, address, and telephone number, and identifying the party represented.

Section 150.50  Special Appearance

Prior to filing any other pleading or motion, a special appearance may be made either in person or by attorney for the limited purpose of objecting to jurisdiction.  Every appearance not expressly designated a special appearance shall be deemed to be a general appearance.  If the reasons for objecting to jurisdiction are not apparent from the papers on file in the proceeding, the special appearance shall be supported by affidavit setting forth the reasons.  In ruling upon any objection at any hearing, the Hearing Officer will consider all matters apparent from the papers on file, affidavits submitted by any party, and any other evidence adduced upon disputed issues of fact.  No determination of any issue of fact in connection with the objection is a determination of the merits of the case or any aspect thereof.  A ruling adverse to the movant does not preclude the making of any motion of defense which might otherwise have been made. If the Hearing Officer sustains the objection, an appropriate order shall be entered of record.  Error in ruling against the objection is not waived by the objector's taking part in further proceedings in the matter.

Section 150.60  Substitution of Parties or Attorneys

A Hearing Officer will, upon motion, order a substitution of parties or attorneys when attorneys have withdrawn or been replaced by a party, or the proposed new party is the successor in interest to the previous party.

Section 150.70  Commencement of Action; Notice of Hearing

a)         A contested case is commenced by the Office, either at the request of the applicant or on the Office's initiative, by service of a Notice of Hearing upon the respondent at the last known address of the respondent on the records of the Department.

b)         The Notice of Hearing shall include:

1)         The names and addresses of all known parties and respondent, or the Department initiating said hearing, or the fact that the hearing is at the request of the Petitioner or applicant.

2)         The time, date, and place of hearing;

3)         The name of the Hearing Officer;

4)         A short and concise statement of facts, (as distinguished from conclusions of law or a mere recitation in the words of the statute) alleging the act or acts done by each Petitioner or, where appropriate, Respondent; the time, date, and place each such act was done; and the rule, statute, or constitutional provision, if any, alleged to have been violated, or otherwise involved in the proceeding; and the relief sought by the petitioning party;

5)         A concise statement to each party that:

A)        Such party may be represented by legal counsel; may present evidence; may cross-examine witnesses and otherwise participate in the hearing.

B)        Failure to so appear shall constitute a default, unless such party has, upon due notice to other parties moved for and obtained a continuance from the Hearing Officer.

C)        Delivery of notice to the designated representative of a party constitutes service upon said party.

D)        Upon delivery of notice in a multi-party contested case, the Department shall not participate in any ex-parte consultation leading to disposition of the case with any one party without giving prior notice of any opportunity to participate in such consultation to all other parties.

Section 150.80  Motions

All motions shall be made in writing and shall set forth the relief or order sought and shall be filed with the Department at least twenty-four hours before the time of the hearing so they can be considered by the Hearing Officer.  Motions based on matter which does not appear of record shall be supported by affidavit.  Motions may be presented by a party to obtain appropriate relief, such as to dismiss the proceedings, to add necessary parties, or to extend time for compliance with an order.

Section 150.90  Form of Papers

All papers filed in any proceeding shall be legibly written, or typewritten, on white paper using one side of the paper only.  They shall contain a caption showing the title of the proceeding with a case number. All papers must be signed by the party filing the same or his authorized representative or attorney, and shall contain his address and telephone number.  An original and one copy shall be filed by each party.

Section 150.100  Conduct of Hearings

a)         All hearings conducted in any proceeding shall be open to the public.

b)         The Hearing Officer shall have authority to conduct the hearing, to rule on all motions, to administer oaths, to subpoena witnesses or documents at the request of any party, to examine witnesses, and to rule upon the admissibility of testimony and evidence.

c)         The rules of evidence shall be as authorized by Section 10-40(a) of the Illinois Administrative Procedure Act [5 ILCS 100/10-40(a)].

d)         Official notice will be taken as authorized by Section 10-40(c) of the Illinois Administrative Procedure Act [5 ILCS 100/10-40(c)].

e)         Upon written request made, at least ten business days prior to the hearing, a party shall furnish to other parties a list of the names and addresses of prospective witnesses, and/or furnish written answers to a written demand for a bill of particulars.

f)         Any party or his representative shall have the right, upon written motion made at least ten business days prior to the hearing, to inspect any relevant documents in the possession of or under the control of any other party and to interview parties or persons having knowledge of relevant facts, subject to any statutory or constitutional privileges. Interviews of persons and inspection of documents shall be at times and places reasonable for the person and for the custodian of the document. Discovery depositions are not authorized, required or permitted in these administrative hearings.

g)         Oral evidence shall be taken only on oath or affirmation.

h)         Parties may agree by stipulation upon any facts involved in the hearing.  The facts stipulated shall be considered as evidence in the hearing.

i)          Each party shall have the right to request the subpoena of and to call and to examine witnesses; to introduce exhibits and to cross-examine witnesses on any matter relevant to the issues, even though that matter was not covered in the direct examination.  Application to the Hearing Officer assigned for subpoenas duces tecum shall specify the books, papers, and documents desired to be produced.

j)          A party may serve on any other party a written request for the admission by the latter of the truth of any specified relevant fact set forth in the request or for the admission of genuineness of any relevant documents described in the request.  Copies of the documents shall be served with the request unless copies have already been furnished.

k)         Upon the opening of the hearing, the Hearing Officer shall allow the parties to make opening statements.  Opening statements may be reserved by a party until the start of that party's case.  Upon the close of the hearing each party may make a closing statement orally and/or by written brief at the discretion of the Hearing Officer, incorporating arguments of fact and law.  A written brief will be required when the facts and issues are deemed complicated by the Hearing Officer, and there is a need for parties to plead their cases in writing for the record.

l)          In the hearing of any case, any party or his agent may be called and examined as if under cross-examination at the instance of any adverse party.  The party calling for the examination is not bound thereby, but may rebut the testimony thus given by counter-testimony and may impeach the witness by proof of prior inconsistent statements.  If the Hearing Officer determines that a witness is hostile or unwilling, the witness may be examined by the party calling him as if under cross-examination.  The party calling an occurrence witness may, upon showing that he called the witness in good faith but is surprised by his testimony, impeach the witness by proof of prior inconsistent statements.

m)        Each party shall have the right to rebut the evidence against him; to appear in person; and to be represented by counsel.  If a party does not testify in his own behalf, he or she may be called by the Secretary of State's representative and examined as if under cross-examination, but shall not be compelled to incriminate himself or herself.

n)         Upon order of the Hearing Officer and upon at least five business days notice to other parties, any party, including the Department, may cause at his or its expense, a deposition of any witness to be taken for use as evidence in a contested case, when the witness is not available, for example, due to distance, time, cost to the party using the testimony, sickness, infirmity, imprisonment, the witness being out of state or similar factors.  The deposition shall be taken in the manner provided by law for evidence depositions in civil actions in the Circuit Courts of Illinois.  Any party may direct written interrogatories to any other party. Interrogatories must be restricted to the subject matter of the case, to avoid undue detail, and to avoid the imposition of any unnecessary burden or expense on the answering party.  Written interrogatories shall be served on the opposing party no later than 15 business days before the hearing.  Objection to answers or refusals to answer shall be heard on motion at the hearing before the Hearing Officer who shall rule on the objection or refusal.  Answers shall be sworn.  If an answer to an interrogatory may be obtained from documents in the possession or control of the party on whom the interrogatories were served, it shall be a sufficient answer to specify the documents and make them available to the inquiring party to inspect and copy at the asking party's expense.

o)         At the request of any party or upon his own motion in a complicated case, the Hearing Officer will call a prehearing conference.  At the conference, the parties, or their representatives shall appear as the Hearing Officer directs to consider:

1)         The simplification of the issues;

2)         Amendments to the grounds for action;

3)         The possibility of obtaining admissions and stipulations of fact and of documents which will avoid unnecessary proof;

4)         The limitation of the number of expert witnesses;

5)         Any other matters which may aid in the disposition of the contested case.

p)         Upon the conclusion of a prehearing conference, the Hearing Officer shall enter an order which recites any action taken, any agreements made by the parties as to any of the matters considered, and the issues to be heard.

q)         The burden of proof is upon the applicant for any relief in a hearing. The standard of proof is the preponderance of the evidence.

r)          All exhibits for any party shall be clearly marked for identification and as admitted into evidence by the Hearing Officer.

s)         Report of Proceedings.

1)         The Department shall, at its expense, have present at each hearing, an electronic recording device or a qualified court reporter, for the purpose of making a permanent and complete report of the proceedings, to-wit:  evidence admitted or tendered and not admitted, testimony, offer of proof, objections, remarks of the Hearing Officer and of parties and/or their representatives, and all rulings of the Hearing Officer.

2)         Upon request and at his own expense any party may have a copy of said report of proceedings, from said court reporter, or transcribed from the electronic device by the Department at the statutory rate as set forth in 805 ILCS 5.

t)          A request for continuance of a hearing is directed to the sound discretion of the Hearing Officer to whom the case has been assigned for hearing.  Such continuance will be granted, for good cause shown, provided the request is received by the Department and other parties not less than five days prior to the hearing date unless good cause is shown during the hearing for a continuance due to the need for new evidence, sudden unavailability of counsel, sudden illness of a party, or similar reasons. Such request shall be in writing and shall set forth the grounds alleged therefor.  Oral requests for continuances shall not be granted unless made during the hearing for good cause.  "Good cause" is shown when a Petitioner or Respondent demonstrates a real and compelling need for additional time. "A real and compelling need" includes, but is not limited to, service in the armed forces or serious illness, relating to either party or that party's attorney.

u)         No formal hearing shall be continued "generally".  A continuance, when granted, shall state a date certain, not more than sixty (60) days from the prior hearing date at which time the hearing shall reconvene.

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.110  Orders

a)         The Department shall prepare a written order and opinion for all final determinations, which shall include the Findings of Fact, Conclusions of Law, Recommendations of the Hearing Officer, and the Order of the Secretary.

b)         The Hearing Officer shall prepare the Findings of Fact, Conclusions of Law, and Recommendations to the Secretary.  The Findings of Fact and Conclusions of Law must be stated separately.

c)         The Order of the Secretary of State shall be the decision of the Office upon the application for relief.

d)         The Department shall notify all parties or their agents personally or by mail of the Findings of Fact, Conclusions of Law, Recommendations, and the Order, within 180 calendar days after the end of the hearings.

e)         Orders of Default shall be entered against the petitioner or respondent, as the case may be, where the petitioner or respondent fails to appear for the hearing at the scheduled time, and has failed to request, or has not been granted a continuance in accordance with Section 150.100(t) and (u).

Section 150.120  Record of Hearings

a)         The record of the hearing in a contested case shall include:

1)         All pleadings (including all pre-hearing and post-hearing notices and responses thereto, admissions, stipulations of facts, motions, and rulings thereon);

2)         All evidence admitted;

3)         A statement of matters officially noticed;

4)         A transcript of the proceedings;

5)         The Findings of Fact, Conclusions of Law, and Recommendation of the Hearing Officer.

6)         The Order of the Secretary of State, which shall constitute a final administrative decision within the provisions of the Administrative Review Law [805 ILCS 5/Art. III].

7)         All staff memoranda or data submitted to the Hearing Officer in connection with his or her consideration of the case. F4F2

8)         Any communication prohibited by Section 10-60 of the Illinois Administrative Procedure Act [5 ILCS 100/10-60], but such communication shall not form the basis for any finding of fact. F4F2

b)         The record shall be certified by the Hearing Officer or Director upon any complaint for administrative review.  An index of the record, with each page of the record numbered in sequence, shall be prepared by the Department.

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.130  Invalidity

If any part of this Subpart shall be held invalid by a court of competent jurisdiction, such holding shall not affect the remaining parts thereof.

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.200  Annual List of Corporations

a)         The annual list of corporations shall contain the list of all corporations registered in the State of Illinois, both foreign and domestic during a calendar year, as shown on the records of the Department of Business Services of the Office of the Secretary of State.

b)         All requests for the annual list shall be sent to the Director of the Department of Business Services at Room 328, Howlett Building, Springfield, Illinois 62756.

c)         The fee for the annual list shall be equal to the cost of publishing plus postage, not to exceed $200.  The  fee shall be paid by certified check or money order.  No fee shall be charged to local governments, State departments or agencies.

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.210  Monthly List of Corporations

a)         The monthly list of newly formed corporations shall consist of the daily lists compiled for the previous calendar month.  (Ill. Rev. Stat. 1991, ch. 32, par. 1.25) [805 ILCS 5/1.25]

b)         Local governments or state departments desiring to receive the monthly list of corporations shall request such list in writing, directed to the Director of the Department of Business Services, Room 328, Howlett Building, Springfield, Illinois 62756.

c)         The fee for the monthly list shall be $180.00 per year, payable by check or money order for a 12 month subscription or $15.00 per month for the balance of a subscription term, unless a fee exemption in Section 1.25 of the Business Corporation Act of 1983 (Ill. Rev. Stat. 1991, ch. 32, par. 1.25) [805 ILCS 5/1.25] exists.

(Source:  Amended at 17 Ill. Reg. 11571, effective July 15, 1993)

Section 150.220  Daily List of Corporations

a)         The daily list of newly formed corporations, business and not-for-profit, shall be published by the Department of Business Services.

b)         All requests to subscribe to the daily list shall be sent to the Director of the Department of Business Services, Room 328, Howlett Building, Springfield, Illinois 62756.

c)         The charge for the subscription to the daily list of corporations shall be $318 for a 12 month subscription or $26.50 per month for the balance of the subscription term based on a calendar year, payable by certified check or money order by all subscribers, except local governments or state departments and agencies.

(Source:  Amended at 21 Ill. Reg. 16173, effective December 1, 1997)

Section 150.230  Computer Access to Information

a)         Computer connections by non-Department users.

1)         Computer terminal connections to the Secretary's computer may be provided to other State agencies.  This service may be made available at no charge so long as the requesting agency incurs all costs and so long as the service does not substantially increase costs or network traffic on the Secretary's computer.

2)         Fees for information supplied by means of computer connections between the Secretary of State's computers and those of any other agency, corporation, or person may be paid on a daily or monthly basis for all information delivered during that day or month, as determined by the Secretary and the agency or person to be the economically simplest way of billings.  The proper fee shall be determined by negotiation between the agency or commercial user and the Director based upon telephone line charges, rental or purchase fees for terminals, and any other appropriate factors, such as statutory fees (see 805 ILCS 5/15.10) for certain types of information and the requirements of this Subpart.

3)         Computer terminal connection may be allowed to commercial users provided that all costs are borne by the commercial user.  The allowance of computer terminal connections shall be contingent upon the best interests of the Office of the Secretary of State, which is based upon the volume of requests received, the cost-effectiveness of providing the information through computer terminal connections as opposed to other methods, and other factors which may impede the operations of the Office of the Secretary of State.  This service will be suspended at any time, should the connection interfere with the Secretary's internal work schedules and processing.

b)         Corporate information is available for purchase from the Department in the following specific formats only.

1)         All purchase requests shall be submitted in writing to the Director. Payment shall be made to the Department before delivery of the information to the purchaser.  No refunds will be made after the request is approved by the Director.  Payment shall be made by check or money order, made payable to the "Secretary of State".   If the purchaser wants the information on computer tape, the purchaser shall supply a computer tape or tapes compatible with the Secretary's equipment.

2)         The only formats of corporate information for purchase on computer tape are the master business corporation list and the master not for profit corporation list.  The master business corporation list format includes the file number, state of origin, date of incorporation or qualification, the corporate name, the registered agent's name and registered office address, the name of the incorporator (if the corporation is newly formed) or the name and address of the president and secretary of the corporation, the years in which the two previous annual reports were filed, the types of stock, the amount of paid-in capital and the assumed corporate names.  (The information available by means of a computer connection shall include all of the above, and also the microfilm roll and image number, and the amount of franchise tax paid.)  The fee for this list shall be $1,500.00. Information concerning the master not for profit corporation list is found at 14 Ill. Adm. Code 160.12.

3)         The Department makes available for purchase to commercial users the master business and not for profit corporation lists (as stated in subsections (b)(1) and (2) above), and the assumed name file, together with a daily update list of newly formed corporations (business and not for profit), and a monthly list of newly formed corporations, all of which information is only available for purchase as a whole unit, to be known as the "Daily Transmittal Package (DTP)".  In addition to the total fee for the two active corporate files of $3,000.00, the commercial purchasers shall pay to the Department:  a fee of $72.00 per day to create tapes of updates and new transactions, transmitted daily to the purchasers; a fee of $137.00 per month to create computer tapes to update the corporate files on a monthly basis; a monthly maintenance fee of $310.00; a staff reimbursement cost of $35.00 per hour for any additional programming; and any telephone charges to transmit the information to the commercial purchaser.  Payments to the Department shall be made monthly.  The commercial purchaser shall enter into a written agreement for a term of not less than 2 years duration, nor more than 5 years, encompassing other terms and conditions as are deemed appropriate by the commercial purchaser and the Department, or by Illinois law.  The commercial purchaser shall provide a computer terminal for the use of the Department to ascertain the correctness of the corporate information as presented by the commercial purchaser to the public.

4)         The commercial purchaser shall not resell to any other purchaser the information obtained from the Department in the same form or format in which it is obtained from the Department.  No other corporate information in quantity shall be sold or otherwise made available for purchase or for free.  This subsection does not prevent a member of the public from making inquiries or purchases of information concerning an individual corporation in which he or she is specifically interested.  However, any person requesting information arranged by a specific field of the formats shall be referred to all commercial vendors of corporate information who have obtained the information pursuant to subsection 3, and the Department shall not provide the corporate information to the requester.  The Department shall not state any preference of commercial vendor to the requester, but shall provide all names and addresses of the commercial vendors to the requester.

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.240  Abstracts of Corporate Record

a)         An abstract of corporate record of a corporation shall consist of a hard copy print-out of the information shown on the computer records of the Department of Business Services of the Office of the Secretary of State.

b)         All requests for abstracts of corporate records shall be in writing shall be sent to the Department of Business Services, Room 328, Howlett Building, Springfield, Illinois 62756. Attention:  Abstracts.

c)         The fee for each abstract of corporate record shall be $5.00 and must accompany the written request.

(Source:  Amended at 17 Ill. Reg. 11571, effective July 15, 1993)

Section 150.250  Invalidity

If any part of this Subpart shall be held by a court of competent jurisdiction to be invalid, such holding shall not affect the remaining parts thereof.

Section 150.300  Errors or Defects

a)         Matters deemed "errors" or "defects" for which a statement of correction may be filed are facts that have been misreported in a document filed with the Secretary of State's Office and do not include any other matter which in retrospect is considered a mistake or which as to the action reported reflects a subsequent event.

b)         Matters deemed errors or defects in original articles of incorporation are:  typographical errors in the names of the first board of directors (but not such as to substitute or delete a person or part); errors in the number of shares proposed to be issued; or errors in the amount of consideration to be received for the initial issue of shares.  Any other matters shall not be the subject of a statement of correction but, in an appropriate case, shall be dealt with by articles of amendment.

c)         Matters deemed errors or defects in an application for an original or amended certificate of authority of a foreign corporation and for which a statement of correction may be filed are:  typographical errors in the corporate name which is not the same as the name shown on the certified copy; errors in the names or addresses of the directors, the officers, or the principal office; errors in the number of shares issued or in the amount of the paid-in capital.

d)         Matters deemed errors or defects for which a statement of correction may be filed in a reservation of transfer of corporate name, an application to adopt, change or cancel an assumed corporate name, an application for registration or renewal of corporate name (foreign), a statement of change or notice of resignation of registered agent/office, or an application for reinstatement not including the corporate or assumed corporate name are those in the personal names or addresses reported therein, but not those alleged errors which would substitute or delete a person or party or address.

(Source:  Amended at 31 Ill. Reg. 9469, effective July 16, 2007)

Section 150.305  Financial Data as Support Documentation

a)         Any statement of correction which may result in a refund or adjustment of more than $5,000.00 must be accompanied by a financial statement by a certified public accountant explaining in detail the financial and accounting basis for the petition.  This statement must explain when, by whom, and through what process the original error or mistake was made, and the true financial facts at the time of original filing of documents by the corporation.

b)         Internal Revenue forms for corporate taxes, state tax forms for corporate taxes, corporate balance sheets, and other corporate financial reports shall be submitted if requested by the Department to show the validity of the statements contained in the petition.

(Source:  Section repealed, new Section added at 17 Ill. Reg. 11571, effective July 15, 1993)

Section 150.310  Invalidity

If any part of this Subpart shall be held by a court of competent jurisdiction to be invalid, such holding shall not affect the remaining parts thereof.

Section 150.400  Preliminary Determination of Availability

Requests for searches of the records of the Secretary of State, Department of Business Services for a preliminary determination of the availability of a proposed name will only be accepted through the Springfield office of the Department.  Requests may be made over the counter, by letter, or by telephone and will be answered by the same method; however, no more than three searches may be requested by a single telephone call.  A preliminary determination of availability shall be informational only and shall not be deemed a final determination for any purpose.

(Source:  Amended at 17 Ill. Reg. 11571, effective July 15, 1993)

Section 150.405  Final Determination of Availability

A final determination whether a proposed name is available as a corporate name shall be made only upon payment of the proper fees as listed in Section 15.10 of the Act (Ill. Rev. Stat. 1991, ch. 32, par. 15.10) [805 ILCS 5/15.10] and the submission of a document required or permitted to be filed with the Secretary of State, stamped and filed with the Department of Business Services, which necessitates such a determination.  (Ill. Rev. Stat. 1991, ch. 32, pars. 4.05 to 4.25) [805 ILCS 5/4.05 to 4.25]

(Source:  Amended at 17 Ill. Reg. 11571, effective July 15, 1993)

Section 150.410  Response as to Basis of Unavailability

Any final determination or any preliminary determination under this subpart that indicates a proposed name is unavailable shall specify a reason therefor when a document has been properly submitted or when a request in writing has been made, and has specifically requested that a reason for unavailability be stated.  Only one reason for unavailability need be stated and, when appropriate, only one conflicting name need be set forth. Any stated reason for unavailability made with respect to a preliminary determination shall be informational only and shall not be deemed a final determination for any purpose.

Section 150.415  Reconsideration Procedure

An applicant may request reconsideration of a final determination that a proposed name is unavailable, by making a written request addressed to the Director, Room 328, the Howlett Building, Springfield, Illinois, 62756. The applicant shall attach to his request a copy of the written final determination made rejecting the name, and shall include a statement of the reasons upon which the applicant seeks approval of the name.  The applicant may include material in support of the request for reconsideration.  This reconsideration procedure shall not apply to any request for a preliminary determination of availability.  Only after the Director's determination of unavailability shall an applicant be entitled to a hearing pursuant to Subpart A of this Part.

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.420  Effect of Final Determination

A final determination under this subpart that a corporate name is available is concerned solely with the administrative convenience of the Department of Business Services, and does not warrant the name selected or guarantee the unqualified use of the name without regard to the rights of other parties. The Secretary of State does not pass upon the legality of a corporate name by merely permitting incorporation, qualification, reservation or registration under a name.  A final determination of corporate name unavailability is not based on deceptiveness, confusing similarity or other such considerations derived from unfair competition and trademark law.

(Source:  Amended at 17 Ill. Reg. 11571, effective July 15, 1993)

Section 150.425  Applicability

The provisions of this subpart shall be applicable to all corporations, which are, or will or may become subject to the provisions of the Business Corporation Act of 1983 [805 ILCS 5].

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.430  Availability of Names:  Statutory Requirements

A proposed corporate name shall comply with the applicable provisions of the Business Corporation Act of 1983 [805 ILCS 5], the General Not For Profit Corporation Act [805 ILCS 105], the Professional Service Corporation Act [805 ILCS 10], the Medical Corporation Act [805 ILCS 15], the Close Corporation Act [805 ILCS 5/Art. 2A], and any other statute of this State which may prohibit or restrict corporate names.

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.435  Standards − Conflicting Names

A corporate name shall be distinguishable upon the record of the Secretary of State, Department of Business Services, from the name or assumed name of any domestic corporation or limited liability company organized under the Limited Liability Company Act, whether profit or not for profit, existing under any Act of this State or of the name or assumed name of any foreign corporation or foreign limited liability company registered under the Limited Liability Company Act, whether profit or not for profit, authorized to transact business in this State, or a name the exclusive right to which is, at the time, reserved or registered in the manner provided in the Act or Section 1-15 of the Limited Liability Company Act.   

(Source:  Amended at 27 Ill. Reg. 550, effective December 27, 2002)

Section 150.440  Distinguishable – Defined

A corporate name is distinguishable when containing a difference from other names on the record when the corporate name distinguishability is recognizable by the Secretary of State or his/her designee by means of sight.

(Source:  Amended at 31 Ill. Reg. 9469, effective July 16, 2007)

Section 150.445  Matters Not Considered

Only the proposed name and the names of active corporations and active limited liability companies, and domestic corporations that have been administratively dissolved for less than three years, on record are considered in determining name availability.  Among the matters not considered are:

a)         the purpose, location or relative size of the business;

b)         the intent of the applicant;

c)         any consent by a corporation bearing a similar title;

d)         the names of unincorporated entities;

e)         the common law or statutory law of unfair competition, unfair trade practices, trade marks, trade names, service marks, service names, copyrights or any other right to the exclusive use of names or symbols;

f)         the names of corporations or limited liability companies not on record with the Secretary of State;

g)         whether or not the public may be likely to be deceived or misled by the resemblance of the proposed name to the name of other corporations or limited liability companies;

h)         whether or not an existing corporation or limited liability company may possibly be injured by a resemblance to the proposed name;

i)          any criteria of sound, including, but not limited to, phonetics derived from deliberate misspelling or otherwise.

(Source:  Amended at 32 Ill. Reg. 12039, effective July 16, 2008)

Section 150.450  Differences

Corporate names are deemed not to be distinguishable when a comparison of the names reveals no difference except for:

a)         one or more of the terms "corporation", "company", "incorporated", "limited", or "limited liability company" or an acceptable abbreviation thereof, regardless of where in the name such term may appear;

b)         the inclusion or omission of punctuation, articles of speech, conjunctions, contractions (or symbols thereof), or a letter or letters;

c)         an abbreviation versus a spelling out of a word; a different tense of a word; or the use of the singular as opposed to the plural of a word.

(Source:  Amended at 32 Ill. Reg. 12039, effective July 16, 2008)

Section 150.455  Surnames

A surname shall be considered a "word".  Where a corporate name consists of a surname without a given name or initials, it is treated in the same manner as other words for application of this subpart.  A person may use his or her own name in a corporate name, but the corporate name must still be distinguishable from other corporate names.

Section 150.460  Alphabet Names

Where a name or unit of a name consists of initials only or letters of the alphabet, the combination of initials or letters of the alphabet will be treated as a "word" in the same manner as other words for application of the subpart.

(Source:  Added at 10 Ill. Reg. 5146, effective March 21, 1986)

Section 150.465  Government Affiliation

No name may falsely imply governmental affiliation.

Section 150.470  Restricted and Professional Words

a)         Words which are subject to restrictions on their use in a corporate name include, but are not limited to, the following and any variation thereof:  Trust, Pawners, Cooperative, Housing, Engineering, Insurance, Bank, Bankers, Banking, Union, Surety, Underwriters, Assurance, Reinsurance, Indemnity, Casualty, Guaranty, Gaurantee, Guarantor, Trustee and Fiduciary or any other prohibited term.

b)         However, "Banks", "Banker", or "Banking" may be used in a corporate name if, at the time of filing of the articles of incorporation, application for certificate of authority by a foreign corporation, or an amendment to either of these documents to change the corporate name, the corporation or incorporators give the Department a letter signed by the Commissioner of Banks and Trusts of Illinois granting permission to use these words, pursuant to the standards set forth in the Illinois Banking Act, Section 46 [205 ILCS 5/46].

1)         The corporation using any of these aforementioned words must not be engaged in the banking business, but may be a bank holding company.

2)         The use of these words shall be allowed if the corporation is not doing financial business and otherwise prohibited word is a person's proper name, e.g. "Robert Banks".

c)         The Department will prohibit the incorporation of corporations which seek to use names or have purposes which violate Sections 3.05 and 4.05(a)(2) of the Act.  This prohibition does not apply to names or purposes specifically authorized by these rules.

(Source:  Amended at 18 Ill. Reg. 7783, effective May 15, 1994)

Section 150.475  Acceptable Characters of Print

The Corporate name must consist of letters of the English alphabet, Arabic or Roman numerals, and/or symbols capable of being readily reproduced by the Office of the Secretary of State [805 ILCS 5/4.05(a)(6)].

a)         Letters of the English alphabet include upper case or capital letters only; no distinction as to type face or font is recognized.

b)         Arabic numerals include:  0,1,2,3,4,5,6,7,8,9

c)         Roman numeral characters include:  I, V, X, L, C, D, M

d)         Symbols recognized by the Secretary of State include:  ! @ # $ % & * ( ) - = + : " ; ' / ? , .

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.480  Invalidity

If any part of this Subpart shall be held by a court of competent jurisdiction to be invalid, such holding shall not affect the remaining parts thereof.

Section 150.485  Improper Names

The corporate name or assumed corporate name shall not contain any word or words that create a connotation that is offensive to good taste and decency.

(Source:  Added at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.490  Assumed Corporate Names

When a foreign corporation is authorized to transact business in Illinois and its true corporation name is not available for use, the corporation must comply with Sections 4.05(a)(1) and 4.15 of the Business Corporation Act. [805 ILCS 5]

(Source:  Added at 46 Ill. Reg. 14348, effective July 27, 2022)

Section 150.500  Preamble

For purposes of this Part, service of process on the Secretary of State shall refer to any service to be had on the Secretary of State in his or her capacity as an agent for service on corporations as required by the provisions of the Business Corporation Act of 1983 [805 ILCS 5].

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.510  Manner of Service

a)         Any process, notice or demand to be served under this Part shall be made upon the Secretary of State, or the Director of the Department of Business Services, or any employee of the Department designated by the Director to accept such service for him or her, in the following manner:  

1)         Service shall comply with the provisions of the Civil Practice Law in all respects (Ill. Rev. Stat. 1991, ch. 110, pars. 2-201 and 2-212) [735 ILCS 5/2-201 and 2-212], the Federal Rules of Civil Procedure (28 USCA) or any administrative rules of service, as may be appropriate.

2)         The affidavit of compliance required by Section 5.25 of the Business Corporation Act of 1983 to be appended to the process, notice or demand to be served, containing the information described in subsection (b) herein, shall be signed by the person instituting the action, suit or proceeding or by an attorney of record and the signature of the affiant, without more, shall constitute the affirmation or acknowledgment, under penalties of perjury, that the affidavit is the act or deed of the affiant and that the facts stated therein are true.

b)         The affidavit of compliance shall state:  

1)         the title of the court or administrative agency;

2)         the title of the case, showing the names of the first named plaintiff and the first named defendant;

3)         the number of the case;

4)         the title of the instrument;

5)         the name of the corporation to be served;

6)         the basis for service on the Secretary of State;

7)         the address to which the instrument is to be sent (by registered or certified mail) by the affiant;

8)         the name, address and telephone number of the attorney of record for the plaintiff or other affiant.

c)         The service of process in lawsuits against corporations is governed by Section 5.25 of the Business Corporation Act of 1983 (Ill. Rev. Stat. 1991, ch. 32, par. 5.25) [805 ILCS 5/5.25].

(Source:  Amended at 17 Ill. Reg. 11571, effective July 15, 1993)

Section 150.520  Place of Service

Service of any process, notice or demand made under this Part shall be had with the Department of Business Services either at Room 328, Howlett Building, Springfield, Illinois 62756, or at 69 W.Washington St., Room 1240, Chicago IL 60602.  

(Source:  Amended at 27 Ill. Reg. 550, effective December 27, 2002)

Section 150.530  Payment of Fees

At the time of any service under this Part, there shall be paid a fee of $10, payable by check or money order to the "Illinois Secretary of State." Each process, notice or demand shall be submitted with a separate payment.

Section 150.540  Invalidity

If any part of this Subpart shall be held by a court of competent jurisdiction to be invalid, such holding shall not affect the remaining parts thereof.

Section 150.600  Payment of Fees, Franchise Tax and License Fee

All payments of fees, franchise taxes, license fees and penalties with respect to original articles of incorporation, applications for original certificates of authority and applications for reinstatement of domestic or foreign corporations shall be by money order, certified check, cashier's check or a check drawn on the account of an Illinois licensed attorney or certified public accountant, payable to the "Secretary of State."  All other payments may be made by personal or business firm check, payable to the "Secretary of State".  Any check that is returned by the bank to the Secretary of State’s Office for any reason will immediately void the transaction for which it was intended and the Secretary of State will treat the filing event as never occurring.

(Source:  Amended at 27 Ill. Reg. 550, effective December 27, 2002)

Section 150.610  Definitions

For the purpose of computing franchise taxes and license fees as provided in Sections 15.40, 15.55 and 15.70 of the Business Corporation Act of 1983 [805 ILCS 5/15.40, 15.55 and 15.70] the words and phrases in this Section shall have the meaning set forth herein.

a)         "Property" means gross assets, including all real, personal tangible and intangible property, without qualification.

b)         "Business" means gross receipts, from whatever source derived.

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.620  Annual Report

Pursuant to Section 14.05 of the Business Corporation Act of 1983 (Ill. Rev. Stat. 1991, ch. 32, par. 14.05) [805 ILCS 5/14.05], the annual report of domestic or foreign corporation, to be filed in calendar year 1986 and thereafter, shall include the state or country under the laws of which the corporation is organized, the date of incorporation or qualification, and the period of its duration.

(Source:  Amended at 17 Ill. Reg. 11571, effective July 15, 1993)

Section 150.621  Confidentiality of Annual Report Financial Data

The Secretary and the Department shall keep confidential all corporate revenue and expense data contained on annual reports and applications for certificates of authority to do business filed with the Department as required by Section 1.40 of the Act.  Such information shall not be released to any person, entity, government agency, or corporation except upon presentation to the Department of a valid and certified court order, issued by a court with jurisdiction over the corporation whose report is sought, directing the Department to release reported information.  Any fee for copies must be paid at the same time of request by the party seeking the report.  (Such confidentiality is pursuant to Section 1.40 of the Act, because the financial information is being given to the Department in response to interrogatories on the annual report form and the forms for applying for a certificate of authority.)

(Source:  Added at 17 Ill. Reg. 11571, effective July 15, 1993)

Section 150.630  Shares Having a Par Value

The consideration received at the time of the issuance of shares or, in the case of shares issued as a share dividend, the amount added or transferred to the paid-in capital for or on account of the issuance of shares cannot be less than the aggregate par value of the shares issued, and at no time shall the paid-in capital be an amount less than the aggregate par value of all issued shares.

(Source:  Amended at 31 Ill. Reg. 9469, effective July 16, 2007)

Section 150.631  Amended Annual Report

a)         A corporation may amend its most recently filed annual report to denote any subsequent changes in the names and addresses of its officers and directors, principal place of business and/or status as a minority or female owned business. The amended annual report must set forth the information required in Section 14.05(a), (b), (c), (d), (e), (f), (g) and (i) of the Business Corporation Act.

b)         An amended annual report shall not take the place of any document, statement or report otherwise required to be filed by the Business Corporation Act.

c)         The filing fee for an amended annual report will be the amount set forth in Section 15.10(o) of the Business Corporation Act.

(Source:  Added at 31 Ill. Reg. 9469, effective July 16, 2007)

Section 150.632  Officers and Directors – Qualifications

An officer and/or director of a domestic or foreign corporation, incorporated or authorized to transact business in this State, must be a natural person and 18 years of age or older.

(Source:  Added at 46 Ill. Reg. 14348, effective July 27, 2022)

Section 150.640  Invalidity

If any part of this Subpart shall be held by a court of competent jurisdiction to be invalid, such holding shall not affect the remaining parts thereof.

(Source:  Added at 10 Ill. Reg. 5146, effective March 21, 1986)

Section 150.700  Interpretive Comments Applicable Generally

The annotations in the Illinois Business Corporation Act Annotated, with forms, Third Edition, as supplemented, copyright 1975 (no subsequent dates or editions), prepared by the Chicago Bar Association, to the extent that they continue to apply to those Sections of the Act which remain in effect, are also adopted and incorporated by reference herein, pursuant to Section 5-75 of the Illinois Administrative Procedure Act (Ill. Rev. Stat. 1991, ch. 127, par. 1005-75) [5 ILCS 100/5-75]. A copy of this book, in three volumes, is available for inspection in the Department's Springfield office, or Chicago Bar Association, 321 South Plymouth Court, Chicago, Illinois 60604.

AGENCY NOTE:  The Department shall employ the official comments of the Corporate Acts Advisory Committee of the Secretary of State on the Illinois Business Corporation Act of 1983 as guidelines in administering and interpreting the Act.  Copies of the comments are available from:

            Business Services Department

            Office of the Secretary of State

            Room 328, Howlett Building

            Springfield, Illinois 62756

            (217)782-6961

(Source:  Added at 17 Ill. Reg. 11571, effective July 15, 1993)

Section 150.705  Paid-In Capital

The phrase "paid-in capital represented by shares acquired and cancelled" contained in Section 9.20(a)(1)(i) of the Act shall mean the actual cost of the re-acquired shares paid by the corporation, or decrease in paid-in capital, to the corporation from the acquisition of shares.  Except, in the case of a wholly owned subsidiary created and funded totally from the assets of the parent corporation, the merger of the subsidiary back into the parent corporation shall not result in the totalling of the paid-in capital of the parent and subsidiary corporations as to corporate funds or assets that were not created previously by one of the merging corporations and transferred to the other corporation.  The surviving corporation must demonstrate, by competent financial evidence presented to the Department, the history of the financial transactions between the parent and subsidiary corporation.  If the request of the corporation is denied, it may seek relief pursuant to Subpart A of this Part.

(Source:  Amended at 31 Ill. Reg. 9469, effective July 16, 2007)

Section 150.710  Advice to the Public

The Department staff will not provide legal advice to any member of the public concerning the Act, or the best or better words or phrases to place in the forms provided by the Department for use under the Act.

(Source:  Added at 17 Ill. Reg. 11571, effective July 15, 1993)

Section 150.720  Incorporating Licensed Professionals

a)         Authorized Corporate Structure

The following professionals may incorporate using only the corporate structures indicted on this list:

1)         The Business Corporation or Professional Corporation Act may be used by these professions:

2)         The Professional Corporation Act, in its statement of intent, specifically states that it was enacted to allow licensed professionals to use this form of corporate structure.

This list was developed in coordination with the Department of Professional Regulation.  The corporate purposes will include the following language prescribed in subsections (b) and (c) of this Section.

b)         Required language in incorporation documents for Professional Corporations.

1)         Names

A professional corporation shall adopt a name consisting of the full or last name of one or more of its shareholders; except that if not prohibited by law, rules of a regulating authority or the cannons of ethics of the professional concerned, a professional corporation may adopt a fictitious name. If the corporation does adopt a fictitious name or continues to use the name of a deceased shareholder or the name of a member of a predecessor organization, it shall file with the county clerk of the county where its principal place of business is located under the Assumed Business Name Act [805 ILCS 405]. It shall be permissible for a professional corporation to continue to use the name of a deceased shareholder for a period of one year after his death without recording the name of the corporation with the county clerk as hereinabove provided.  A professional corporation may continue to use the name of a shareholder who voluntarily withdraws from the corporation if the withdrawing shareholder files with the regulating authority his written permission for the continued use of his name by the professional corporation.  This permission shall remain in effect until written revocation has been received by the regulating authority from the former shareholder.

The corporation name shall end with the word "Chartered" or "Limited" or the abbreviation "Ltd.", or with the words "Professional Corporation" or the abbreviation "Prof. Corp." or the initials "P.C.".

2)         Purpose

Professional Corporation:  To practice the profession of rendering that type of professional service and services ancillary thereto.

Professional Service will be rendered from the following address: (address of the corporation)

3)         Attorney's Under the Professional Service Corporation Act

The Articles of Incorporation of a Professional Service Corporation which is to be engaged in the practice of law must also contain, in the Articles, the following statement:

"All shareholders shall be jointly and severally liable for the acts, errors and omissions of the shareholders and other employees of the corporation, arising out of the performance of professional services by the corporation while they are shareholders."

c)         Required language in incorporation documents for Medical Corporations.

1)         Names

The corporate name shall end with the word "Chartered" or "Limited" or the abbreviation "Ltd." or the words "Service Corporation" or the abbreviation "S.C."

2)         Purpose

Medical Corporation:  To own, operate and maintain an establishment for the study, diagnosis and treatment of human aliments and injuries, whether physical or mental, and to promote medical, surgical and scientific research and knowledge; provided that medical or surgical treatment, consultation or advice may be given by employees of the corporation only if they are licensed pursuant to the Medical Practice Act [225 ILCS 60].

(Source:  Amended at 20 Ill. Reg. 7026, effective May 8, 1996)

Section 150.725  Corporation Acting as an Incorporator

A corporation acting as an incorporator must set forth its corporate name and state or country of incorporation on the articles of incorporation.  A duly authorized officer of the corporation acting as the incorporator must sign the articles of incorporation and print his or her name and title beneath the signature.

(Source:  Added at 29 Ill. Reg. 14047, effective September 1, 2005)

Section 150.730  Business Hours

In Springfield, the Department of Business Services business hours are 8:00 a.m. to 4:30 p.m., Monday through Friday, except holidays.

(Source:  Added at 29 Ill. Reg. 14047, effective September 1, 2005)

Section 150.735   Electronic Filing

Documents transmitted for filing electronically must include the name of the person making the submission.  Such inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated in the submission are true.  Compliance with this Section shall satisfy the signature provisions of Section 1.10 of the Business Corporation Act of 1983, which shall otherwise apply.

(Source:  Added at 30 Ill. Reg. 12961, effective July 11, 2006)

Section 150.740  Extension of Filing and Secretary of State Deadlines

Filing of Organizational Documents, Annual Reports, and Other Business Entity Materials

a)         All organizational documents, annual reports, and other business entity materials required to be filed with the Secretary of State pursuant to Chapter 805 of the Illinois Compiled Statutes shall be filed with the Business Services Department, Howlett Building, Room 350, Springfield IL 62756 or 69 West Washington, Suite 1240, Chicago IL 60602.

b)         Pursuant to the powers vested in him by Section 5(7) of the Secretary of State Act, the Secretary of State hereby extends for the duration of the disaster proclaimed by the Governor in Gubernatorial Proclamation number 2020-038, issued on March 9, 2020, as extended by subsequent proclamations, and for a period of 90 days thereafter, the filing deadlines for materials required to be filed with the Secretary of State pursuant to Chapter 805 of the Illinois Compiled Statutes and that were due to be filed on or after March 17, 2020.  This extension period may be rescinded by the Secretary of State through the adoption of an emergency rule.  Business organizations are required to pay the statutory amounts to the Secretary of State when materials are filed, including franchise tax, penalties, interest, filing fees, and other charges required to be paid, without regard to the application of the filing extension deadline of this Section.

c)         Pursuant to the terms of Executive Order 2020-39, as extended by Executive Order 2020-44, and as may be further extended by subsequent Executive Orders, the provisions of Section 1.45 of the Business Corporations Act (BCA) that require the Secretary of State to, within 10 days after any of the documents subject to Section 1.45 are delivered to the Secretary for filing, give written notice of his or her disapproval of the documents are suspended for the duration of the disaster proclaimed in Gubernatorial Proclamation 2020-44, as extended, and for 30 days thereafter. During this period of suspension, the Secretary shall process these documents as expeditiously as possible.

d)         Pursuant to the terms of Executive Order 2020-39, as extended by Executive Order 2020-44, and as may be further extended by subsequent Executive Orders, the provisions of Section 15.95 of the BCA that require the Secretary of State to provide expedited services upon request are suspended for the duration of the disaster proclaimed in the Gubernatorial Proclamation 2020-44, as extended, and for 30 days thereafter. During this period of suspension, the Secretary shall process the expedited documents within 24 hours or as soon as possible thereafter. For purposes of filing dates, the date the document was submitted for filing will be the document's filing date.

(Source:  Amended at 45 Ill. Reg. 7145, effective May 28, 2021)