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91_SB0566enr
SB566 Enrolled LRB9103880DJcd
1 AN ACT to amend the Business Corporation Act of 1983 by
2 changing certain Sections.
3 Be it enacted by the People of the State of Illinois,
4 represented in the General Assembly:
5 Section 5. The Business Corporation Act of 1983 is
6 amended by changing Sections 1.15, 1.17, 8.40, 8.75, 10.05,
7 10.35, 13.45, 14.35, 15.40, 15.45, 15.70, 15.75, 15.80,
8 15.85, and 16.05 as follows:
9 (805 ILCS 5/1.15) (from Ch. 32, par. 1.15)
10 Sec. 1.15. Statement of correction. (a) Whenever any
11 instrument authorized to be filed with the Secretary of State
12 under any provision of this Act has been so filed and, as of
13 the date of the action therein referred to, contains any
14 misstatement of fact, typographical error, error of
15 transcription or any other error or defect or was defectively
16 or erroneously executed, such instrument may be corrected by
17 filing, in accordance with Section 1.10 of this Act, a
18 statement of correction.
19 (b) A statement of correction shall set forth:
20 (1) The name or names of the corporation or
21 corporations and the State or country under the laws of
22 which each is organized.
23 (2) The title of the instrument being corrected and
24 the date it was filed by the Secretary of State.
25 (3) The inaccuracy, error or defect to be corrected
26 and the portion of the instrument in corrected form.
27 (c) A statement of correction shall be executed in the
28 same manner in which the instrument being corrected was
29 required to be executed.
30 (d) The corrected instrument shall be effective as of
31 the date the original instrument was filed.
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1 (e) A statement of correction shall not:
2 (1) Effect any change or amendment of articles
3 which would not in all respects have complied with the
4 requirements of this Act at the time of filing the
5 instrument being corrected.
6 (2) Take the place of any document, statement or
7 report otherwise required to be filed by this Act.
8 (3) Affect any right or liability accrued or
9 incurred before such filing, except that any right or
10 liability accrued or incurred by reason of the error or
11 defect being corrected shall be extinguished by such
12 filing if the person having such right has not
13 detrimentally relied on the original instrument.
14 (4) Alter the provisions of the articles of
15 incorporation with respect to the corporation name or
16 purpose, the class or classes and number of shares to be
17 authorized, and the names and addresses of the
18 incorporators or initial directors.
19 (5) Alter the provisions of the application for
20 certificate of authority of a foreign corporation with
21 respect to the corporation name.
22 (6) Alter the provisions of the application to
23 adopt or change an assumed corporate name with respect to
24 the assumed corporate name.
25 (7) Alter the wording of any resolution as filed in
26 any document report with the Secretary of State and which
27 was in fact adopted by the board of directors or by the
28 shareholders.
29 (8) Alter the provisions of the statement of
30 election of an extended filing month with respect to the
31 extended filing month.
32 (f) A statement of correction may correct the basis, as
33 established by any document required to be filed by this Act,
34 of license fees, taxes, penalty, interest, or other charge
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1 paid or payable under this Act.
2 (g) A statement of correction may provide the grounds
3 for a petition for a refund or an adjustment of an assessment
4 filed under Section 1.17 of this Act.
5 (Source: P.A. 86-985.)
6 (805 ILCS 5/1.17) (from Ch. 32, par. 1.17)
7 Sec. 1.17. Petition for refund or adjustment of license
8 fee, franchise tax, or penalty, or interest.
9 (a) Any domestic corporation or foreign corporation
10 having authority to transact business in this State may
11 petition the Secretary of State for a refund or adjustment of
12 license fee, franchise tax, or penalty, or interest claimed
13 to have been erroneously paid or claimed to be payable,
14 subject however to the following limitations:
15 (1) No refund shall be made unless a petition for
16 such shall have been filed in accordance with Section
17 1.10 of this Act within three years after the amount to
18 be refunded was paid;
19 (2) No adjustment of any license fee, franchise tax
20 , or penalty, or interest shall be made unless a petition
21 for such shall have been made within three years after
22 the amount to be adjusted should have been paid;
23 (3) If the refund or adjustment claimed is based
24 upon an instrument filed with the Secretary of State
25 which contained a misstatement of fact, typographical
26 error, error of transcription or other error or defect,
27 no refund or adjustment of any license fee, franchise tax
28 , or penalty, or interest shall be made unless a
29 statement of correction has been filed in accordance with
30 Section 1.15 of this Act.
31 (b) The petition for refund or adjustment shall be
32 executed in accordance with Section 1.10 of this Act and
33 shall set forth:
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1 (1) The name of the corporation and the state or
2 country under the laws of which it is organized.
3 (2) The amount and nature of the claim.
4 (3) The details of each transaction and all facts
5 upon which the petitioner relies.
6 (4) Any other information required by rule.
7 (c) If the Secretary of State determines that any
8 license fee, franchise tax, or penalty, or interest is
9 incorrect, in whole or in part, he or she shall adjust the
10 amount to be paid or shall refund to the corporation any
11 amount paid in excess of the proper amount; provided,
12 however, that no refund shall be made for an amount less than
13 $200 and any refund in excess of that amount shall be reduced
14 by $200, and provided further, that such refund shall be made
15 without payment of interest.
16 (Source: P.A. 88-151.)
17 (805 ILCS 5/8.40) (from Ch. 32, par. 8.40)
18 Sec. 8.40. Committees. (a) If the articles of
19 incorporation or by-laws so provide, a majority of the
20 directors may create one or more committees, each to have one
21 or more members, and appoint members of the board to serve on
22 the committee or committees. A committee's Each committee
23 shall have two or more members shall, who serve at the
24 pleasure of the board.
25 (b) Unless the appointment by the board of directors
26 requires a greater number, a majority of any committee shall
27 constitute a quorum and a majority of a quorum is necessary
28 for committee action. A committee may act by unanimous
29 consent in writing without a meeting and, subject to the
30 provisions of the by-laws or action by the board of
31 directors, the committee by majority vote of its members
32 shall determine the time and place of meetings and the notice
33 required therefor.
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1 (c) To the extent specified by the board of directors or
2 in the articles of incorporation or by-laws, each committee
3 may exercise the authority of the board of directors under
4 Section 8.05; provided, however, a committee may not:
5 (1) authorize distributions, except for dividends to be
6 paid with respect to shares of any preferred or special
7 classes or any series thereof;
8 (2) approve or recommend to shareholders any act this
9 Act requires to be approved by shareholders;
10 (3) fill vacancies on the board or on any of its
11 committees;
12 (4) elect or remove officers or fix the compensation of
13 any member of the committee;
14 (5) adopt, amend or repeal the by-laws;
15 (6) approve a plan of merger not requiring shareholder
16 approval;
17 (7) authorize or approve reacquisition of shares, except
18 according to a general formula or method prescribed by the
19 board;
20 (8) authorize or approve the issuance or sale, or
21 contract for sale, of shares or determine the designation and
22 relative rights, preferences, and limitations of a series of
23 shares, except that the board may direct a committee (i) to
24 fix the specific terms of the issuance or sale or contract
25 for sale, including without limitation the pricing terms or
26 the designation and relative rights, preferences, and
27 limitations of a series of shares if the board of directors
28 has approved the maximum number of shares to be issued
29 pursuant to such delegated authority or (ii) to fix the price
30 and the number of shares to be allocated to particular
31 employees under an employee benefit plan; or
32 (9) amend, alter, repeal, or take action inconsistent
33 with any resolution or action of the board of directors when
34 the resolution or action of the board of directors provides
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1 by its terms that it shall not be amended, altered or
2 repealed by action of a committee.
3 (Source: P.A. 86-464.)
4 (805 ILCS 5/8.75) (from Ch. 32, par. 8.75)
5 Sec. 8.75. Indemnification of officers, directors,
6 employees and agents; insurance.
7 (a) A corporation may indemnify any person who was or is
8 a party, or is threatened to be made a party to any
9 threatened, pending or completed action, suit or proceeding,
10 whether civil, criminal, administrative or investigative
11 (other than an action by or in the right of the corporation)
12 by reason of the fact that he or she is or was a director,
13 officer, employee or agent of the corporation, or who is or
14 was serving at the request of the corporation as a director,
15 officer, employee or agent of another corporation,
16 partnership, joint venture, trust or other enterprise,
17 against expenses (including attorneys' fees), judgments,
18 fines and amounts paid in settlement actually and reasonably
19 incurred by such person in connection with such action, suit
20 or proceeding, if such person acted in good faith and in a
21 manner he or she reasonably believed to be in, or not opposed
22 to the best interests of the corporation, and, with respect
23 to any criminal action or proceeding, had no reasonable cause
24 to believe his or her conduct was unlawful. The termination
25 of any action, suit or proceeding by judgment, order,
26 settlement, conviction, or upon a plea of nolo contendere or
27 its equivalent, shall not, of itself, create a presumption
28 that the person did not act in good faith and in a manner
29 which he or she reasonably believed to be in or not opposed
30 to the best interests of the corporation or, with respect to
31 any criminal action or proceeding, that the person had
32 reasonable cause to believe that his or her conduct was
33 unlawful.
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1 (b) A corporation may indemnify any person who was or is
2 a party, or is threatened to be made a party to any
3 threatened, pending or completed action or suit by or in the
4 right of the corporation to procure a judgment in its favor
5 by reason of the fact that such person is or was a director,
6 officer, employee or agent of the corporation, or is or was
7 serving at the request of the corporation as a director,
8 officer, employee or agent of another corporation,
9 partnership, joint venture, trust or other enterprise,
10 against expenses (including attorneys' fees) actually and
11 reasonably incurred by such person in connection with the
12 defense or settlement of such action or suit, if such person
13 acted in good faith and in a manner he or she reasonably
14 believed to be in, or not opposed to, the best interests of
15 the corporation, provided that no indemnification shall be
16 made with respect to any claim, issue, or matter as to which
17 such person has been adjudged to have been liable to the
18 corporation, unless, and only to the extent that the court in
19 which such action or suit was brought shall determine upon
20 application that, despite the adjudication of liability, but
21 in view of all the circumstances of the case, such person is
22 fairly and reasonably entitled to indemnity for such expenses
23 as the court shall deem proper.
24 (c) To the extent that a director, officer, employee or
25 agent of a corporation has been successful, on the merits or
26 otherwise, in the defense of any action, suit or proceeding
27 referred to in subsections (a) and (b), or in defense of any
28 claim, issue or matter therein, such person shall be
29 indemnified against expenses (including attorneys' fees)
30 actually and reasonably incurred by such person in connection
31 therewith.
32 (d) Any indemnification under subsections (a) and (b)
33 (unless ordered by a court) shall be made by the corporation
34 only as authorized in the specific case, upon a determination
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1 that indemnification of the director, officer, employee or
2 agent is proper in the circumstances because he or she has
3 met the applicable standard of conduct set forth in
4 subsections (a) or (b). Such determination shall be made (1)
5 by the board of directors by a majority vote of a quorum
6 consisting of directors who were not parties to such action,
7 suit or proceeding, or (2) if such a quorum is not
8 obtainable, or, even if obtainable, if a quorum of
9 disinterested directors so directs, by independent legal
10 counsel in a written opinion, or (3) by the shareholders.
11 (e) Expenses incurred in defending a civil or criminal
12 action, suit or proceeding may be paid by the corporation in
13 advance of the final disposition of such action, suit or
14 proceeding upon receipt of an undertaking by or on behalf of
15 the director, officer, employee or agent to repay such amount
16 if it shall ultimately be determined that he or she is not
17 entitled to be indemnified by the corporation as authorized
18 in this Section.
19 (f) The indemnification and advancement of expenses
20 provided by or granted under the other subsections of this
21 Section shall not be deemed exclusive of any other rights to
22 which those seeking indemnification or advancement of
23 expenses may be entitled under any by-law, agreement, vote of
24 shareholders or disinterested directors, or otherwise, both
25 as to action in his or her official capacity and as to action
26 in another capacity while holding such office.
27 (g) A corporation may purchase and maintain insurance on
28 behalf of any person who is or was a director, officer,
29 employee or agent of the corporation, or who is or was
30 serving at the request of the corporation as a director,
31 officer, employee or agent of another corporation,
32 partnership, joint venture, trust or other enterprise,
33 against any liability asserted against such person and
34 incurred by such person in any such capacity, or arising out
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1 of his or her status as such, whether or not the corporation
2 would have the power to indemnify such person against such
3 liability under the provisions of this Section.
4 (h) If a corporation indemnifies or advances has paid
5 indemnity or has advanced expenses to a director or , officer
6 under subsection (b) of this Section, employee or agent, the
7 corporation shall report the indemnification or advance in
8 writing to the shareholders with or before the notice of the
9 next shareholders meeting.
10 (i) For purposes of this Section, references to "the
11 corporation" shall include, in addition to the surviving
12 corporation, any merging corporation (including any
13 corporation having merged with a merging corporation)
14 absorbed in a merger which, if its separate existence had
15 continued, would have had the power and authority to
16 indemnify its directors, officers, and employees or agents,
17 so that any person who was a director, officer, employee or
18 agent of such merging corporation, or was serving at the
19 request of such merging corporation as a director, officer,
20 employee or agent of another corporation, partnership, joint
21 venture, trust or other enterprise, shall stand in the same
22 position under the provisions of this Section with respect to
23 the surviving corporation as such person would have with
24 respect to such merging corporation if its separate existence
25 had continued.
26 (j) For purposes of this Section, references to "other
27 enterprises" shall include employee benefit plans; references
28 to "fines" shall include any excise taxes assessed on a
29 person with respect to an employee benefit plan; and
30 references to "serving at the request of the corporation"
31 shall include any service as a director, officer, employee or
32 agent of the corporation which imposes duties on, or involves
33 services by such director, officer, employee, or agent with
34 respect to an employee benefit plan, its participants, or
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1 beneficiaries. A person who acted in good faith and in a
2 manner he or she reasonably believed to be in the best
3 interests of the participants and beneficiaries of an
4 employee benefit plan shall be deemed to have acted in a
5 manner "not opposed to the best interest of the corporation"
6 as referred to in this Section.
7 (k) The indemnification and advancement of expenses
8 provided by or granted under this Section shall, unless
9 otherwise provided when authorized or ratified, continue as
10 to a person who has ceased to be a director, officer,
11 employee, or agent and shall inure to the benefit of the
12 heirs, executors, and administrators of that person.
13 (Source: P.A. 88-43.)
14 (805 ILCS 5/10.05) (from Ch. 32, par. 10.05)
15 Sec. 10.05. Authority to amend articles of
16 incorporation. (a) A corporation may amend its articles of
17 incorporation at any time and from time to time to add a new
18 provision or to change or remove an existing provision,
19 provided that the articles as amended contain only such
20 provisions as are required or permitted in original articles
21 of incorporation at the time of amendment. The articles as
22 amended must contain all the provisions required by
23 subsection (a) of Section 2.10 except that the names and
24 addresses of the initial directors may be omitted removed and
25 the name of the initial registered agent or the address of
26 the initial registered office may be omitted removed if a
27 statement of change is on file.
28 (b) A corporation whose period of duration as provided
29 in the articles of incorporation has expired may amend its
30 articles of incorporation to revive its articles and extend
31 the period of corporate duration, including making the
32 duration perpetual, at any time within 5 years after the date
33 of expiration.
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1 (Source: P.A. 84-924.)
2 (805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
3 Sec. 10.35. Effect of certificate of amendment.
4 (a) The amendment shall become effective and the
5 articles of incorporation shall be deemed to be amended
6 accordingly, as of the later of:
7 (1)(a) the issuance of the certificate of amendment
8 by the Secretary of State; or
9 (2)(b) the time established under the articles of
10 amendment, not to exceed 30 days after the issuance of
11 the certificate of amendment by the Secretary of State.
12 (b) If the amendment is made in accordance with the
13 provisions of Section 10.40, upon the issuance of the
14 certificate of amendment by the Secretary of State, the
15 amendment shall become effective and the articles of
16 incorporation shall be deemed to be amended accordingly,
17 without any action thereon by the directors or shareholders
18 of the corporation and with the same effect as if the
19 amendments had been adopted by unanimous action of the
20 directors and shareholders of the corporation.
21 (c) If the amendment restates the articles of
22 incorporation, such restated articles of incorporation shall,
23 upon such amendment becoming effective, supersede and stand
24 in lieu of the corporation's preexisting articles of
25 incorporation.
26 (d) If the amendment revives the articles of
27 incorporation and extends the period of corporate duration,
28 upon the issuance of the certificate of amendment by the
29 Secretary of State, the amendment shall become effective and
30 the corporate existence shall be deemed to have continued
31 without interruption from the date of expiration of the
32 original period of duration, and the corporation shall stand
33 revived with such powers, duties and obligations as if its
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1 period of duration had not expired; and all acts and
2 proceedings of its officers, directors and shareholders,
3 acting or purporting to act as such, which would have been
4 legal and valid but for such expiration, shall stand ratified
5 and confirmed.
6 (e) Each amendment which affects the number of issued
7 shares or the amount of paid-in capital shall be deemed to be
8 a report under the provisions of this Act.
9 (f) No amendment of the articles of incorporation of a
10 corporation shall affect any existing cause of action in
11 favor of or against such corporation, or any pending suit in
12 which such corporation shall be a party, or the existing
13 rights of persons other than shareholders; and, in the event
14 the corporate name shall be changed by amendment, no suit
15 brought by or against such corporation under its former name
16 shall be abated for that reason.
17 (Source: P.A. 83-1025.)
18 (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
19 Sec. 13.45. Withdrawal of foreign corporation. A foreign
20 corporation authorized to transact business in this State may
21 withdraw from this State upon procuring from the Secretary of
22 State a certificate of withdrawal. In order to procure such
23 certificate of withdrawal, such foreign corporation shall
24 either:
25 (a) Execute and file in duplicate triplicate, in
26 accordance with Section 1.10 of this Act, an application for
27 withdrawal and a final report which shall set forth:
28 (1) That no proportion of its issued shares is on the
29 date of such application represented by business transacted
30 or property located in this State.
31 (2) That it surrenders its authority to transact
32 business in this State.
33 (3) That it revokes the authority of its registered
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1 agent in this State to accept service of process and consents
2 that service of process in any suit, action, or proceeding
3 based upon any cause of action arising in this State during
4 the time the corporation was licensed to transact business in
5 this State may thereafter be made on such corporation by
6 service thereof on the Secretary of State.
7 (4) A post-office address to which may be mailed a copy
8 of any process against the corporation that may be served on
9 the Secretary of State.
10 (5) The name of the corporation and the state or country
11 under the laws of which it is organized.
12 (6) A statement of the aggregate number of issued shares
13 of the corporation itemized by classes, and series, if any,
14 within a class, as of the date of such final report.
15 (7) A statement of the amount of paid-in capital of the
16 corporation as of the date of such final report.
17 (8) Such additional information as may be necessary or
18 appropriate in order to enable the Secretary of State to
19 determine and assess any unpaid fees or franchise taxes
20 payable by such foreign corporation as in this Act
21 prescribed; or
22 (b) If it has been dissolved, file a copy of the
23 articles of dissolution duly authenticated by the proper
24 officer of the state or country under the laws of which such
25 corporation was organized.
26 (c) The application for withdrawal and the final report
27 shall be made on forms prescribed and furnished by the
28 Secretary of State.
29 (d) When the corporation has complied with subsection
30 (a) or (b) of this Section the Secretary of State shall issue
31 a certificate of withdrawal. If the provisions of subsection
32 (b) of this Section have been followed, the Secretary of
33 State shall file the copy of the articles of dissolution in
34 his or her office with one copy of the certificate of
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1 withdrawal affixed thereto, mail the original certificate to
2 the corporation or its representative, and file one copy of
3 the certificate with the recorder of the county in which the
4 registered office of the corporation in this State is
5 situated, to be recorded by such recorder. The recorder
6 shall submit for payment to the Secretary of State, on a
7 quarterly basis, the amount of filing fees incurred.
8 Upon the issuance of such certificate of withdrawal, the
9 authority of the corporation to transact business in this
10 State shall cease.
11 (Source: P.A. 84-924.)
12 (805 ILCS 5/14.35) (from Ch. 32, par. 14.35)
13 Sec. 14.35. Report following merger or consolidation.
14 (a) Whenever a domestic corporation or a foreign
15 corporation authorized to transact business in this State is
16 the surviving corporation in a statutory merger or whenever a
17 domestic corporation is the new corporation in a
18 consolidation, it shall, within 60 days after the effective
19 date of the event, if the effective date occurs after both
20 December 31, 1990 and the last day of the third month
21 immediately preceding its anniversary month in 1991, execute
22 and file in accordance with Section 1.10 of this Act, a
23 report setting forth:
24 (1) The name of the corporation and the state or
25 country under the laws of which it is organized.
26 (2) A description of the merger or consolidation.
27 (3) A statement itemized by classes and series, if
28 any, within a class of the aggregate number of issued
29 shares of the corporation as last reported to the
30 Secretary of State in any document required to be filed
31 by this Act, other than an annual report, interim annual
32 report, or final transition annual report.
33 (4) A statement itemized by classes and series, if
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1 any, within a class of the aggregate number of issued
2 shares of the corporation after giving effect to the
3 change.
4 (5) A statement, expressed in dollars, of the
5 amount of paid-in capital of the corporation as last
6 reported to the Secretary of State in any document
7 required to be filed by this Act, other than an annual
8 report, interim annual report, or final transition annual
9 report.
10 (6) A statement, expressed in dollars, of the
11 amount of paid-in capital of the corporation after giving
12 effect to the merger change.
13 (7) Additional information concerning each of the
14 constituent corporations that was a party to a merger or
15 consolidation as may be necessary or appropriate to
16 verify the proper amount of fees and franchise taxes
17 payable by the corporation.
18 (b) The report shall be made on forms prescribed and
19 furnished by the Secretary of State.
20 (Source: P.A. 86-1217.)
21 (805 ILCS 5/15.40) (from Ch. 32, par. 15.40)
22 Sec. 15.40. Basis for computation of franchise taxes
23 payable by domestic corporations.
24 (a) The basis for the initial franchise tax payable by a
25 domestic corporation shall be the amount represented in this
26 State, determined in accordance with the provisions of this
27 Section, of its paid-in capital as disclosed by its first
28 report of the issuance of shares.
29 (b) The basis for an additional franchise tax payable by
30 a domestic corporation, except in the case of a statutory
31 merger or consolidation, shall be the increased amount
32 represented in this State, determined in accordance with the
33 provisions of this Section, of its paid-in capital as
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1 disclosed by any report of issuance of additional shares, or
2 of an increase in paid-in capital without the issuance of
3 shares, or of an exchange or reclassification of shares, or
4 of cumulative changes in paid-in capital.
5 (c) In the case of a statutory merger or consolidation
6 of domestic corporations, the basis for an additional
7 franchise tax payable by the surviving or new corporation
8 shall be the increased amount represented in this State,
9 determined in accordance with the provisions of this Section
10 of the paid-in capital of the surviving or new corporation
11 immediately after the merger or consolidation over the
12 aggregate of the amounts represented in this State of the
13 paid-in capital of the merged or consolidated corporations
14 disclosed by the latest reports filed by those corporations,
15 respectively, with the Secretary of State as required by this
16 Act; provided, however, the basis for a further additional
17 franchise tax payable by the surviving or new corporation
18 shall be determined in accordance with the provisions of this
19 Section, on the paid-in capital of each of the merged or
20 consolidated corporations as last reported by it in any
21 document, other than an annual report, required by this Act
22 to be filed with the Secretary of State, from its taxable
23 year end to the next succeeding anniversary month or, in the
24 case of a corporation that has established an extended filing
25 month, the next succeeding extended filing month of the
26 surviving or new corporation; however if the taxable year
27 ends within the 2 month period immediately preceding the
28 anniversary month or, in the case of a corporation that has
29 established an extended filing month, the next succeeding
30 extended filing month of the surviving or new corporation the
31 tax shall be computed to the anniversary month or, in the
32 case of a corporation that has established an extended filing
33 month, the next succeeding extended filing month of the
34 surviving or new corporation in the next succeeding calendar
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1 year.
2 (d) The basis for the annual franchise tax payable by a
3 domestic corporation shall be the amount represented in this
4 State, determined in accordance with the provisions of this
5 Section, of its paid-in capital on the last day of the third
6 month preceding the anniversary month or, in the case of a
7 corporation that has established an extended filing month, on
8 the last day of the corporation's fiscal year preceding the
9 extended filing month.
10 (e) For the purpose of determining the amount
11 represented in this State of the paid-in capital of a
12 domestic corporation, the amount represented in this State
13 shall be that proportion of its paid-in capital that the sum
14 of (1) the value of its property located in this State and
15 (2) the gross amount of business transacted by it at or from
16 places of business in this State bears to the sum of (1) the
17 value of all of its property, wherever located, and (2) the
18 gross amount of its business, wherever transacted, except as
19 follows:
20 (1) (a) If the corporation elects in its annual
21 report in any year to pay its franchise tax upon its
22 entire paid-in capital, all franchise taxes accruing
23 against the corporation for that taxable year shall be
24 computed accordingly until the corporation elects
25 otherwise in an annual report for a subsequent year.
26 (2) (b) If the corporation fails to file its annual
27 report or final transition annual report in any year
28 within the time prescribed by this Act, the proportion of
29 its paid-in capital represented in this State shall be
30 deemed to be its entire paid-in capital unless its annual
31 report is thereafter filed and its franchise taxes are
32 thereafter adjusted by the Secretary of State in
33 accordance with the provisions of this Act, in which case
34 the proportion shall likewise be adjusted to the same
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1 proportion that would have prevailed if the corporation
2 had filed its annual report within the time prescribed by
3 this Act.
4 (3) (c) In the case of a statutory merger or
5 consolidation that becomes effective either prior to
6 January 1, 1991 or on or prior to the last day of the
7 third month preceding the corporation's anniversary month
8 in 1991, the amount of the paid-in capital represented in
9 this State of the surviving or new corporation
10 immediately after the merger or consolidation, until the
11 filing of the next annual report of such corporation,
12 shall be deemed to be that proportion of the paid-in
13 capital of the surviving or new corporation that the
14 aggregate amounts represented in this State of the sum of
15 the paid-in capital of the merged or consolidated
16 corporations, separately determined, bore to the total of
17 the sum of the paid-in capital of all of the merged or
18 consolidated corporations immediately prior to the merger
19 or consolidation.
20 (f) For increases in paid-in capital that occur either
21 prior to January 1, 1991 or on or prior to the last day of
22 the third month preceding the corporation's anniversary month
23 in 1991, the proportion corporation on file on the date
24 represented in this State of the paid-in capital of a
25 domestic corporation shall be determined from information
26 contained in the latest annual report of the corporation on
27 file on the date the particular increase in paid-in capital
28 is shown to have been made, or, if no annual report was on
29 file on the date of the increase, from information contained
30 in its articles of incorporation, or, in case of a merger or
31 consolidation that becomes effective either prior to January
32 1, 1991 or on or prior to the last day of the third month
33 preceding the corporation's anniversary month in 1991, from
34 information contained in the report of the surviving or new
SB566 Enrolled -19- LRB9103880DJcd
1 corporation of the amount of its paid-in capital following
2 the merger or consolidation. For increases in paid-in
3 capital that occur after both December 31, 1990 and the last
4 day of such third month, the proportion represented in this
5 State of the paid-in capital of a domestic corporation shall
6 be determined from information contained in the latest annual
7 report of the corporation for the taxable period in which the
8 particular increase in paid-in capital is shown to have been
9 made or, if no annual report was on file on the date of the
10 increase, from information contained in its articles of
11 incorporation.
12 (g) No basis under this Section may consist of any
13 redeemable preference shares sold to the United States
14 Secretary of Transportation under Sections 505 and 506 of
15 Public Law 94-210.
16 (Source: P.A. 86-985; 86-1217; 87-516.)
17 (805 ILCS 5/15.45) (from Ch. 32, par. 15.45)
18 Sec. 15.45. Rate of franchise taxes payable by domestic
19 corporations.
20 (a) The annual franchise tax payable by each domestic
21 corporation shall be computed at the rate of 1/12 of 1/10 of
22 1% for each calendar month or fraction thereof for the period
23 commencing on the first day of July 1983 to the first day of
24 the anniversary month in 1984, but in no event shall the
25 amount of the annual franchise tax be less than $2.08333 per
26 month assessed on a minimum of $25 per annum or more than
27 $83,333.333333 per month; thereafter, the annual franchise
28 tax payable by each domestic corporation shall be computed at
29 the rate of 1/10 of 1% for the 12-months' period commencing
30 on the first day of the anniversary month or, in cases where
31 a corporation has established an extended filing month, the
32 extended filing month of the corporation, but in no event
33 shall the amount of the annual franchise tax be less than $25
SB566 Enrolled -20- LRB9103880DJcd
1 nor more than $1,000,000 per annum.
2 (b) The annual franchise tax payable by each domestic
3 corporation at the time of filing a statement of election and
4 interim annual report shall be computed at the rate of 1/10
5 of 1% for the 12 month period commencing on the first day of
6 the anniversary month of the corporation next following such
7 filing, but in no event shall the amount of the annual
8 franchise tax be less than $25 nor more than $1,000,000 per
9 annum.
10 (c) The annual franchise tax payable at the time of
11 filing the final transition annual report shall be an amount
12 equal to (i) 1/12 of 1/10 of 1% per month of the proportion
13 of paid-in capital represented in this State as shown in the
14 final transition annual report multiplied by (ii) the number
15 of months commencing with the anniversary month next
16 following the filing of the statement of election until, but
17 excluding, the second extended filing month, less the annual
18 franchise tax theretofore paid at the time of filing the
19 statement of election, but in no event shall the amount of
20 the annual franchise tax be less than $2.08333 per month
21 assessed on a minimum of $25 per annum or more than
22 $83,333.333333 per month.
23 (d) The initial franchise tax payable after January 1,
24 1983, but prior to January 1, 1991, by each domestic
25 corporation shall be computed at the rate of 1/10 of 1% for
26 the 12 months' period commencing on the first day of the
27 anniversary month in which the certificate of incorporation
28 is issued to the corporation under Section 2.10 of this Act,
29 but in no event shall the franchise tax be less than $25 nor
30 more than $1,000,000 per annum. The initial franchise tax
31 payable on or after January 1, 1991, by each domestic
32 corporation shall be computed at the rate of 15/100 of 1% for
33 the 12 month period commencing on the first day of the
34 anniversary month in which the certificate of incorporation
SB566 Enrolled -21- LRB9103880DJcd
1 is issued to the corporation under Section 2.10 of this Act,
2 but in no event shall the initial franchise tax be less than
3 $25 nor more than $1,000,000 per annum plus 1/20th of 1% of
4 the basis therefor.
5 (e) Each additional franchise tax payable by each
6 domestic corporation for the period beginning January 1, 1983
7 through December 31, 1983 shall be computed at the rate of
8 1/12 of 1/10 of 1% for each calendar month or fraction
9 thereof, between the date of each respective increase in its
10 paid-in capital and its anniversary month in 1984; thereafter
11 until the last day of the month that is both after December
12 31, 1990 and the third month immediately preceding the
13 anniversary month in 1991, each additional franchise tax
14 payable by each domestic corporation shall be computed at the
15 rate of 1/12 of 1/10 of 1% for each calendar month, or
16 fraction thereof, between the date of each respective
17 increase in its paid-in capital and its next anniversary
18 month; however, if the increase occurs within the 2 month
19 period immediately preceding the anniversary month, the tax
20 shall be computed to the anniversary month of the next
21 succeeding calendar year. Commencing with increases in
22 paid-in capital that occur subsequent to both December 31,
23 1990 and the last day of the third month immediately
24 preceding the anniversary month in 1991, the additional
25 franchise tax payable by a domestic corporation shall be
26 computed at the rate of 15/100 of 1%.
27 (Source: P.A. 86-985; 86-1217.)
28 (805 ILCS 5/15.70) (from Ch. 32, par. 15.70)
29 Sec. 15.70. Basis for computation of franchise taxes
30 payable by foreign corporations.
31 (a) The basis for the initial franchise tax payable by a
32 foreign corporation shall be the amount represented in this
33 State, determined in accordance with the provisions of this
SB566 Enrolled -22- LRB9103880DJcd
1 Section, of its paid-in capital as disclosed by its
2 application for a certificate of authority to transact
3 business in this State.
4 (b) The basis for an additional franchise tax payable by
5 a corporation, except in the case of a statutory merger,
6 shall be the increased amount represented in this State,
7 determined in accordance with the provisions of this Section,
8 of its paid-in capital as disclosed by any report of issuance
9 of additional shares, or of an increase in paid-in capital
10 without the issuance of shares, or of an exchange or
11 reclassification of shares, or of cumulative changes in
12 paid-in capital.
13 (c) Whenever a foreign corporation shall be a party to a
14 statutory merger and shall be the surviving corporation, the
15 basis for an additional franchise tax shall be the increased
16 amount represented in this State, determined in accordance
17 with the provisions of this Section, of the paid-in capital
18 of the surviving corporation immediately after the merger
19 over the aggregate of the amounts represented in this State
20 of the paid-in capital of the merged corporations; provided,
21 however, the basis for a further additional franchise tax
22 payable by the surviving corporation shall be determined in
23 accordance with the provisions of this Section, on the
24 paid-in capital of each of the merged corporations from its
25 taxable year end to the next succeeding anniversary month or,
26 in the case of a corporation that has established an extended
27 filing month, the extended filing month of the surviving
28 corporation; however if the taxable year ends within the 2
29 month period immediately preceding the anniversary month or,
30 in the case of a corporation that has established an extended
31 filing month, the extended filing month of the surviving
32 corporation, the tax shall be computed to the anniversary
33 month or, in the case of a corporation that has established
34 an extended filing month, the extended filing month of the
SB566 Enrolled -23- LRB9103880DJcd
1 surviving corporation in the next succeeding calendar year.
2 (d) The basis for the annual franchise tax payable by a
3 foreign corporation shall be the amount represented in this
4 State, determined in accordance with the provisions of this
5 Section, of its paid-in capital on the last day of the third
6 month preceding the anniversary month or, in the case of a
7 corporation that has established an extended filing month, on
8 the last day of the corporation's fiscal year preceding the
9 extended filing month.
10 (e) The amount represented in this State of the paid-in
11 capital of a foreign corporation shall be that proportion of
12 its paid-in capital that the sum of (1) the value of its
13 property located in this State and (2) the gross amount of
14 business transacted by it at or from places of business in
15 this State bears to the sum of (1) the value of all of its
16 property, wherever located, and (2) the gross amount of its
17 business, wherever transacted, except as follows:
18 (1) (a) If the corporation elects in its annual
19 report in any year to pay its franchise tax upon its
20 entire paid-in capital, all franchise taxes accruing
21 against the corporation for that taxable year shall be
22 computed accordingly until the corporation elects
23 otherwise in an annual report for a subsequent year.
24 (2) (b) If the corporation fails to file its annual
25 report in any year within the time prescribed by this
26 Act, the proportion of its paid-in capital represented in
27 this State shall be deemed to be its entire paid-in
28 capital, unless its annual report is thereafter filed and
29 its franchise taxes are thereafter adjusted by the
30 Secretary of State in accordance with the provisions of
31 this Act, in which case the proportion shall likewise be
32 adjusted to the same proportion that would have prevailed
33 if the corporation had filed its annual report within the
34 time prescribed by this Act.
SB566 Enrolled -24- LRB9103880DJcd
1 (3) (c) In the case of a statutory merger that
2 becomes effective either prior to January 1, 1991 or on
3 or prior to the last day of the third month preceding the
4 corporation's anniversary month in 1991, the amount of
5 the paid-in capital represented in this State of the
6 surviving corporation immediately after the merger, until
7 the filing of the next annual report of such corporation,
8 shall be deemed to be that proportion of the paid-in
9 capital of the surviving corporation that the aggregate
10 amounts represented in this State of the sum of the
11 paid-in capital of the merged corporations, separately
12 determined, bore to the total of the sum of the paid-in
13 capital of all of the merged corporations immediately
14 prior to the merger.
15 (f) For increases in paid-in capital that occur either
16 prior to January 1, 1991 or on or prior to the last day of
17 the third month preceding the corporation's anniversary month
18 in 1991, the proportion represented in this State of the
19 paid-in capital of a foreign corporation shall be determined
20 from information contained in the latest annual report of the
21 corporation on file on the date the particular increase in
22 paid-in capital is shown to have been made, or, if no annual
23 report was on file on the date of the increase, from
24 information contained in its application for a certificate of
25 authority to transact business in this State, or, in case of
26 a merger that becomes effective either prior to January 1,
27 1991 or on or prior to the last day of the third month
28 preceding the surviving corporation's anniversary month in
29 1991, from information contained in the report of the
30 surviving corporation of the amount of its paid-in capital
31 following the merger. For changes in paid-in capital that
32 occur after both December 31, 1990 and the last day of such
33 third month, the proportion represented in this State of the
34 paid-in capital of a corporation shall be determined from
SB566 Enrolled -25- LRB9103880DJcd
1 information contained in the latest annual report of the
2 corporation for the taxable period in which the particular
3 increase in paid-in capital is shown to have been made or, if
4 no annual report was on file on the date of the increase,
5 from information contained in its application for certificate
6 of authority to transact business in Illinois.
7 (g) No basis under this Section may consist of any
8 redeemable preference shares sold to the United States
9 Secretary of Transportation under Sections 505 and 506 of
10 Public Law 94-210.
11 (Source: P.A. 86-985; 86-1217; 87-516.)
12 (805 ILCS 5/15.75) (from Ch. 32, par. 15.75)
13 Sec. 15.75. Rate of franchise taxes payable by foreign
14 corporations.
15 (a) The annual franchise tax payable by each foreign
16 corporation shall be computed at the rate of 1/12 of 1/10 of
17 1% for each calendar month or fraction thereof for the period
18 commencing on the first day of July 1983 to the first day of
19 the anniversary month in 1984, but in no event shall the
20 amount of the annual franchise tax be less than $2.083333 per
21 month based on a minimum of $25 per annum or more than
22 $83,333.333333 per month, thereafter, the annual franchise
23 tax payable by each foreign corporation shall be computed at
24 the rate of 1/10 of 1% for the 12-months' period commencing
25 on the first day of the anniversary month or, in the case of
26 a corporation that has established an extended filing month,
27 the extended filing month of the corporation, but in no event
28 shall the amount of the annual franchise tax be less than $25
29 nor more than $1,000,000 per annum.
30 (b) The annual franchise tax payable by each foreign
31 corporation at the time of filing a statement of election and
32 interim annual report shall be computed at the rate of 1/10
33 of 1% for the 12 month period commencing on the first day of
SB566 Enrolled -26- LRB9103880DJcd
1 the anniversary month of the corporation next following the
2 filing, but in no event shall the amount of the annual
3 franchise tax be less than $25 nor more than $1,000,000 per
4 annum.
5 (c) The annual franchise tax payable at the time of
6 filing the final transition annual report shall be an amount
7 equal to (i) 1/12 of 1/10 of 1% per month of the proportion
8 of paid-in capital represented in this State as shown in the
9 final transition annual report multiplied by (ii) the number
10 of months commencing with the anniversary month next
11 following the filing of the statement of election until, but
12 excluding, the second extended filing month, less the annual
13 franchise tax theretofore paid at the time of filing the
14 statement of election, but in no event shall the amount of
15 the annual franchise tax be less than $2.083333 per month
16 based on a minimum of $25 per annum or more than
17 $83,333.333333 per month.
18 (d) The initial franchise tax payable after January 1,
19 1983, but prior to January 1, 1991, by each foreign
20 corporation shall be computed at the rate of 1/10 of 1% for
21 the 12 months' period commencing on the first day of the
22 anniversary month in which the certificate of authority is
23 issued to the corporation under Section 13.15 of this Act,
24 but in no event shall the franchise tax be less than $25 nor
25 more than $1,000,000 per annum. Except in the case of a
26 foreign corporation that has begun transacting business in
27 Illinois prior to January 1, 1991, the initial franchise tax
28 payable on or after January 1, 1991, by each foreign
29 corporation, shall be computed at the rate of 15/100 of 1%
30 for the 12 month period commencing on the first day of the
31 anniversary month in which the certificate of authority is
32 issued to the corporation under Section 13.15 of this Act,
33 but in no event shall the franchise tax be less than $25 nor
34 more than $1,000,000 per annum plus 1/20 of 1% of the basis
SB566 Enrolled -27- LRB9103880DJcd
1 therefor.
2 (e) Whenever the application for the certificate of
3 authority indicates that the corporation commenced
4 transacting business:
5 (1) prior to January 1, 1991, the initial franchise
6 tax shall be computed at the rate of 1/12 of 1/10 of 1%
7 for each calendar month; or
8 (2) after December 31, 1990, the initial franchise
9 tax shall be computed at the rate of 1/12 of 15/100 of 1%
10 for each calendar month.
11 (f) Each additional franchise tax payable by each
12 foreign corporation for the period beginning January 1, 1983
13 through December 31, 1983 shall be computed at the rate of
14 1/12 of 1/10 of 1% for each calendar month or fraction
15 thereof between the date of each respective increase in its
16 paid-in capital and its anniversary month in 1984; thereafter
17 until the last day of the month that is both after December
18 31, 1990 and the third month immediately preceding the
19 anniversary month in 1991, each additional franchise tax
20 payable by each foreign corporation shall be computed at the
21 rate of 1/12 of 1/10 of 1% for each calendar month, or
22 fraction thereof, between the date of each respective
23 increase in its paid-in capital and its next anniversary
24 month; however, if the increase occurs within the 2 month
25 period immediately preceding the anniversary month, the tax
26 shall be computed to the anniversary month of the next
27 succeeding calendar year. Commencing with increases in
28 paid-in capital that occur subsequent to both December 31,
29 1990 and the last day of the third month immediately
30 preceding the anniversary month in 1991, the additional
31 franchise tax payable by a foreign corporation shall be
32 computed at the rate of 15/100 of 1%.
33 (Source: P.A. 86-985; 86-1217.)
SB566 Enrolled -28- LRB9103880DJcd
1 (805 ILCS 5/15.80) (from Ch. 32, par. 15.80)
2 Sec. 15.80. Computation and collection of annual
3 franchise taxes - proceeding for dissolution or revocation if
4 not paid.
5 (a) It shall be the duty of the Secretary of State to
6 collect all annual franchise taxes and penalties imposed by
7 or payable in accordance with this Act.
8 (b) During the calendar year 1983, each corporation must
9 pay its annual franchise tax within 60 days preceding July 1,
10 1983, for the taxable year period beginning July 1, 1983 to
11 each corporation's anniversary month in 1984; thereafter,
12 within 60 days prior to the first day of the anniversary
13 month or, in cases where a corporation has established an
14 extended filing month, the extended filing month each year
15 the Secretary of State shall collect from each corporation,
16 domestic or foreign, required to file an annual report in
17 such year, the franchise tax payable by it for the 12 months'
18 period commencing on the first day of the anniversary month
19 or, in cases where a corporation has established an extended
20 filing month, the extended filing month of such year or, in
21 the case of a corporation which has filed a statement of
22 election of an extended filing date, the interim period
23 resulting therefrom in accordance with the foregoing
24 provisions; and, if it has failed to file its annual report
25 and pay its franchise tax within the time prescribed by this
26 Act, the penalties and interest will be imposed pursuant to
27 this Act upon such corporation for its failure so to do; and
28 the Secretary of State shall mail a written notice to each
29 corporation against which such tax is payable, addressed to
30 such corporation at its registered office in this State,
31 notifying the corporation: (1) of the amount of franchise tax
32 payable for the taxable year period and the amount of
33 penalties and interest due for failure to file its annual
34 report and pay its franchise tax; and (2) that such tax and
SB566 Enrolled -29- LRB9103880DJcd
1 penalties and interest shall be payable to the Secretary of
2 State. Failure to receive such notice shall not relieve the
3 corporation of its obligation to pay the tax and any
4 penalties and any interest due or invalidate the validity
5 thereof.
6 (c) All annual franchise taxes for the taxable year
7 period commencing on July 1, 1983 to the anniversary month of
8 each corporation in 1984 shall be due and payable by July 1,
9 1983. Beginning with January 1984, all annual reports, fees,
10 and franchise taxes shall be due and payable prior to the
11 first day of the anniversary month or, in the case of a
12 corporation which has established an extended filing month
13 subsequent to January 1, 1991, the extended filing month of
14 each corporation each year. If the annual franchise tax due
15 from any corporation subject to the provisions of this Act
16 together with all penalties and interest imposed thereon,
17 shall not be paid to the Secretary of State before the date
18 of the year in which such tax is due and payable, the
19 Secretary of State shall proceed under Section 12.40 of this
20 Act for the dissolution of a domestic corporation or under
21 Section 13.55 for revocation of a foreign corporation.
22 (d) For the purpose of enforcing collection, all annual
23 franchise taxes payable in accordance with this Act, and all
24 penalties due thereon and all interest and costs that shall
25 accrue in connection with the collection thereof, shall be a
26 prior and first lien on the real and personal property of the
27 corporation from and including the date of the year when such
28 franchise taxes become due and payable until such taxes,
29 penalties, interest, and costs shall have been paid.
30 (Source: P.A. 86-985.)
31 (805 ILCS 5/15.85) (from Ch. 32, par. 15.85)
32 Sec. 15.85. Effect of nonpayment of fees or taxes.
33 (a) The Secretary of State shall not file any articles,
SB566 Enrolled -30- LRB9103880DJcd
1 statements, certificates, reports, applications, notices, or
2 other papers relating to any corporation, domestic or
3 foreign, organized under or subject to the provisions of this
4 Act until all fees, franchise taxes, and charges provided to
5 be paid in connection therewith shall have been paid to him
6 or her, or while the corporation is in default in the payment
7 of any fees, franchise taxes, charges, or penalties, or
8 interest herein provided to be paid by or assessed against
9 it, or when the Illinois Department of Revenue has given
10 notice that the corporation is in default in the filing of a
11 return or the payment of any final assessment of tax, penalty
12 or interest as required by any tax Act administered by the
13 Department.
14 (b) The Secretary of State shall not file, with respect
15 to any domestic or foreign corporation, any document required
16 or permitted to be filed by this Act, which has an effective
17 date other than the date of filing until there has been paid
18 by such corporation to the Secretary of State all fees, taxes
19 and charges due and payable on or before said effective date.
20 (c) No corporation required to pay a franchise tax,
21 license fee, or penalty, or interest under this Act shall
22 maintain any civil action until all such franchise taxes,
23 license fees, and penalties, and interest have been paid in
24 full.
25 (d) The Secretary of State shall, from information
26 received from the Illinois Commerce Commission, compile and
27 keep a list of all domestic and foreign corporations which
28 are regulated pursuant to the provisions of "An Act
29 concerning public utilities", approved June 29, 1921, and
30 Chapter 18 of "The Illinois Vehicle Code", approved September
31 29, 1969, and which hold, as a prerequisite for doing
32 business in this State, any franchise, license, permit or
33 right to engage in any business regulated by such Acts.
34 (e) Within 10 days after any such corporation fails to
SB566 Enrolled -31- LRB9103880DJcd
1 pay a franchise tax, license fee, or penalty, or interest
2 required under this Act, the Secretary shall, by written
3 notice, so advise the Secretary of the Illinois Commerce
4 Commission.
5 (Source: P.A. 86-381.)
6 (805 ILCS 5/16.05) (from Ch. 32, par. 16.05)
7 Sec. 16.05. Penalties and interest imposed upon
8 corporations.
9 (a) Each corporation, domestic or foreign, that fails or
10 refuses to file any annual report or report of cumulative
11 changes in paid-in capital and pay any franchise tax due
12 pursuant to the report prior to the first day of its
13 anniversary month or, in the case of a corporation which has
14 established an extended filing month, the extended filing
15 month of the corporation shall pay a penalty of 10% of the
16 amount of any delinquent franchise tax due for the report.
17 (b) Each corporation, domestic or foreign, that fails or
18 refuses to file a report of issuance of shares or increase in
19 paid-in capital within the time prescribed by this Act is
20 subject to a penalty on any obligation occurring prior to
21 January 1, 1991, and interest on those obligations on or
22 after January 1, 1991, for each calendar month or part of
23 month that it is delinquent in the amount of 1% of the amount
24 of license fees and franchise taxes provided by this Act to
25 be paid on account of the issuance of shares or increase in
26 paid-in capital.
27 (c) Each corporation, domestic or foreign, that fails or
28 refuses to file a report of cumulative changes in paid-in
29 capital or report following merger within the time prescribed
30 by this Act is subject to interest on or after January 1,
31 1992, for each calendar month or part of month that it is
32 delinquent, in the amount of 1% of the amount of franchise
33 taxes provided by this Act to be paid on account of the
SB566 Enrolled -32- LRB9103880DJcd
1 issuance of shares or increase in paid-in capital disclosed
2 on the report of cumulative changes in paid-in capital or
3 report following merger, or $1, whichever is greater.
4 (d) If the annual franchise tax, or the supplemental
5 annual franchise tax for any 12-month period commencing July
6 1, 1968, or July 1 of any subsequent year through June 30,
7 1983, assessed in accordance with this Act, is not paid by
8 July 31, it is delinquent, and there is added a penalty prior
9 to January 1, 1991, and interest on and after January 1,
10 1991, of 1% for each month or part of month that it is
11 delinquent commencing with the month of August, or $1,
12 whichever is greater.
13 (e) If the supplemental annual franchise tax assessed in
14 accordance with the provisions of this Act for the 12-month
15 period commencing July 1, 1967, is not paid by September 30,
16 1967, it is delinquent, and there is added a penalty prior to
17 January 1, 1991, and interest on and after January 1, 1991,
18 of 1% for each month or part of month that it is delinquent
19 commencing with the month of October, 1967.
20 (f) If any annual franchise tax for any period beginning
21 on or after July 1, 1983, is not paid by the time period
22 herein prescribed, it is delinquent and there is added a
23 penalty prior to January 1, 1991, and interest on and after
24 January 1, 1991, of 1% for each month or part of a month that
25 it is delinquent commencing with the anniversary month or in
26 the case of a corporation that has established an extended
27 filing month, the extended filing month, or $1, whichever is
28 greater.
29 (g) Any corporation, domestic or foreign, failing to pay
30 the prescribed fee for assumed corporate name renewal when
31 due and payable shall be given notice of nonpayment by the
32 Secretary of State by regular mail; and if the fee together
33 with a penalty fee of $5 is not paid within 90 days after the
34 notice is mailed, the right to use the assumed name shall
SB566 Enrolled -33- LRB9103880DJcd
1 cease.
2 (h) Any corporation which puts forth any sign or
3 advertisement, assuming any name other than that by which it
4 is incorporated or otherwise authorized by law to act, shall
5 be guilty of a Class C misdemeanor and shall be deemed guilty
6 of an additional offense for each day it shall continue to so
7 offend.
8 (i) Each corporation, domestic or foreign, that fails or
9 refuses (1) to file in the office of the recorder within the
10 time prescribed by this Act any document required by this Act
11 to be so filed, or (2) to answer truthfully and fully within
12 the time prescribed by this Act interrogatories propounded by
13 the Secretary of State in accordance with this Act, or (3) to
14 perform any other act required by this Act to be performed by
15 the corporation, is guilty of a Class C misdemeanor.
16 (j) Each corporation that fails or refuses to file
17 articles of revocation of dissolution within the time
18 prescribed by this Act is subject to a penalty for each
19 calendar month or part of the month that it is delinquent in
20 the amount of $50.
21 (Source: P.A. 86-985; 86-1217.)
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