Public Act 101-0589
 
HB3394 EnrolledLRB101 11207 TAE 56454 b


  
    AN ACT concerning business.
  
 
    Be it enacted by the People of the State of Illinois,
 
represented in the General Assembly:
  


 
    Section 5. The Business Corporation Act of 1983 is amended  
by changing Section 14.05 and adding Section 8.12 as follows:
 
    (805 ILCS 5/8.12 new)
    Sec. 8.12. Female and minority directors.
    (a) Findings and purpose. The General Assembly finds that 
women and minorities are still largely underrepresented 
nationally in positions of corporate authority, such as serving 
as a director on a corporation's board of directors. This low 
representation could be contributing to the disparity seen in 
wages made by females and minorities versus their white male 
counterparts. Increased representation of these individuals as 
directors on boards of directors for corporations may boost the 
Illinois economy, improve opportunities for women and 
minorities in the workplace, and foster an environment in 
Illinois where the business community is representative of our 
residents. Therefore, it is the intent of the General Assembly 
to gather more data and study this issue within the State so 
that effective policy changes may be implemented to eliminate 
this disparity.
    (b) As used in this Section:
    "Annual report" means the report submitted annually to the 
Secretary of State pursuant to this Act. 
    "Female" means a person who is a citizen or
    lawful 
permanent resident of the United States and who self-identifies 
as a woman, without regard to the individual's designated sex 
at birth.
    "Minority person" means a person who is a
    citizen or lawful 
permanent resident of the United States and who is any of the 
following races or ethnicities:
        (1) American Indian or Alaska Native (a person
        having 
    origins in any of the original peoples of North and South 
    America, including Central America, and who maintains 
    tribal affiliation or community attachment).
        (2) Asian (a person having origins in any of the
        
    original peoples of the Far East, Southeast Asia, or the 
    Indian subcontinent, including, but not limited to, 
    Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, 
    the Philippine Islands, Thailand, and Vietnam). 
        (3) Black or African American (a person having
        origins 
    in any of the black racial groups of Africa). Terms such as 
    "Haitian" or "Negro" can be used in addition to "Black" or 
    "African American".
        (4) Hispanic or Latino (a person of Cuban,
        Mexican, 
    Puerto Rican, South or Central American, or other Spanish 
    culture or origin, regardless of race).
        (5) Native Hawaiian or Other Pacific Islander (a
        person 
    having origins in any of the original peoples of Hawaii, 
    Guam, Samoa, or other Pacific Islands). 
        (6) "Publicly held domestic or foreign corporation" 
    means a corporation with outstanding shares listed on a 
    major United States stock exchange. 
    (c) Reporting to the Secretary of State. As soon as 
practical after the effective date of this amendatory Act of 
the 101st General Assembly, but no later than January 1, 2021, 
the following information shall be provided in a corporation's 
annual report submitted to the Secretary of State under this 
Act and made available by the Secretary of State to the public 
online as it is received: 
        (1) Whether the corporation is a publicly held domestic 
    or foreign corporation with its principal executive office 
    located in Illinois.
        (2)   Where the corporation is a publicly held domestic 
    or foreign corporation with its principal executive office 
    located in Illinois, data on specific qualifications, 
    skills, and experience that the corporation considers for 
    its board of directors, nominees for the board of 
    directors, and executive officers. 
        (3)   Where the corporation is a publicly held domestic 
    or foreign corporation with its principal executive office 
    located in Illinois, the self-identified gender of each 
    member of its board of directors.
        (4) Where the corporation is a publicly held domestic 
    or foreign corporation with its principal executive office 
    located in Illinois, whether each member of its board of 
    directors self-identifies as a minority person and, if so, 
    which race or ethnicity to which the member belongs.
        (5) Where the corporation is a publicly held domestic 
    or foreign corporation with its principal executive office 
    located in Illinois, a description of the corporation's 
    process for identifying and evaluating nominees for the 
    board of directors, including whether and, if so, how 
    demographic diversity is considered. 
        (6) Where the corporation is a publicly held domestic 
    or foreign corporation with its principal executive office 
    located in Illinois, a description of the corporation's 
    process for identifying and appointing executive officers, 
    including whether and, if so, how demographic diversity is 
    considered.
        (7) Where the corporation is a publicly held domestic 
    or foreign corporation with its principal executive office 
    located in Illinois, a description of the corporation's 
    policies and practices for promoting diversity, equity, 
    and inclusion among its board of directors and executive 
    officers.
    Information reported under this subsection shall be 
updated in each annual report filed with the Secretary of State 
thereafter. 
    (d) Beginning no later than March 1, 2021, and every March 
1 thereafter, the University of Illinois Systems shall review 
the information reported and published under subsection (c) and 
shall publish on its website a report that provides aggregate 
data on the demographic characteristics of the boards of 
directors and executive officers of corporations filing an 
annual report for the preceding year along with an 
individualized rating for each corporation. The report shall 
also identify strategies for promoting diversity and inclusion 
among boards of directors and corporate executive officers.
    (e) The University of Illinois System shall establish a 
rating system assessing the representation of women and 
minorities on corporate boards of directors of those 
corporations that are publicly held domestic or foreign 
corporations with their principal executive office located in 
Illinois based on the information gathered under this Section. 
The rating system shall consider, among other things: 
compliance with the demographic reporting obligations in 
subsection (c); the corporation's policies and practices for 
encouraging diversity in recruitment, board membership, and 
executive appointments; and the demographic diversity of board 
seats and executive positions. 
 



    (805 ILCS 5/14.05)  (from Ch. 32, par. 14.05)



    Sec. 14.05. Annual report of domestic or foreign 
corporation. Each domestic corporation organized under any 
general law or
special act of this State authorizing the 
corporation to issue shares,
other than homestead 
associations, building and loan associations, banks
and 
insurance companies (which includes a syndicate or limited 
syndicate
regulated under Article V 1/2 of the Illinois 
Insurance Code or member of a
group of underwriters regulated 
under Article V of that Code), and each
foreign corporation 
(except members of a group of underwriters regulated
under 
Article V of the Illinois Insurance Code) authorized to 
transact
business in this State, shall file, within the time 
prescribed by this
Act, an annual report setting forth:

        (a) The name of the corporation.

        (b) The address, including street and number, or rural 
    route number, of
its registered office in this State, and 
    the name of its registered agent
at that address.

        (c) The address, including street and number, or rural 
    route number, of
its principal office.

        (d) The names and respective addresses, including 
    street and
number, or rural route number, of its directors 
    and officers.

        (e) A statement of the aggregate number of shares which 
    the corporation
has authority to issue, itemized by classes 
    and series, if any, within a class.

        (f) A statement of the aggregate number of issued 
    shares, itemized by
classes, and series, if any, within a 
    class.

        (g) A statement, expressed in dollars, of the amount of 
    paid-in capital
of the corporation as defined in this Act.

        (h) Either a statement that (1) all the property of the 
    corporation is
located in this State and all of its 
    business is transacted at or from places
of business in 
    this State, or the corporation elects to pay the annual

    franchise tax on the basis of its entire paid-in capital, 
    or (2) a
statement, expressed in dollars, of the value of 
    all the property owned by
the corporation, wherever 
    located, and the value of the property located
within this 
    State, and a statement, expressed in dollars, of the gross

    amount of business transacted by the corporation and the 
    gross amount thereof
transacted by the corporation at or 
    from places of business in this State
as of the close of 
    its fiscal year on or immediately preceding the last day of

    the third month prior to the anniversary month or in the 
    case of a
corporation which has established an extended 
    filing month, as of the close
of its fiscal year on or 
    immediately preceding the last day of the third month
prior 
    to the extended filing month; however, in the case of a 
    domestic
corporation that has not completed its first 
    fiscal year, the statement with
respect to property owned 
    shall be as of the last day of the third month
preceding 
    the anniversary month and the statement with respect to 
    business
transacted shall be furnished for the period 
    between the date
of incorporation and the last day of the 
    third month preceding the
anniversary month.  In the case of 
    a foreign corporation that has not been
authorized to 
    transact business in this State for a period of 12 months 
    and
has not commenced transacting business prior to 
    obtaining
authority, the statement with respect to 
    property owned shall be as of the
last day of the third 
    month preceding the anniversary month and the
statement 
    with respect to business transacted shall be furnished for 
    the
period between the date of its authorization to 
    transact business in this
State and the last day of the 
    third month preceding the anniversary month.
If the data 
    referenced in item (2) of this subsection is not completed,

    the franchise tax provided for in this Act shall be 
    computed on the basis of
the entire paid-in capital.

        (i) A statement, including the basis therefor, of 
    status as a
"minority-owned business" or as a "women-owned 
    business" as those terms
are defined in the Business 
    Enterprise for
Minorities, Women, and Persons with 
    Disabilities Act.

        (j) Additional information as may be necessary or 
    appropriate in
order to enable the Secretary of State to 
    administer this Act and to verify
the proper amount of fees 
    and franchise taxes payable by the corporation.

        (k) A statement of whether the corporation or foreign 
    corporation has outstanding shares listed on a major United 
    States stock exchange and is thereby subject to the 
    reporting requirements of Section 8.12.
        (l) For those corporations subject to Section 8.12, a 
    statement providing the information required under Section 
    8.12. 
    The annual report shall be made on forms prescribed and 
furnished by
the Secretary of State, and the information 
therein required by paragraphs
(a) through (d), both inclusive, 
of this Section, shall be given as of the date
of the execution 
of the annual report and the information therein required
by 
paragraphs (e), (f), and (g) of this Section shall be given as 
of the
last day of the third month preceding the anniversary 
month, except that
the information required by paragraphs (e), 
(f), and (g) shall, in the case
of a corporation which has 
established an extended filing month, be given
in its final 
transition annual report and each subsequent annual report as

of the close of its fiscal year on or immediately preceding the 
last day of the third month prior to its extended filing
month.  
It shall be executed by the corporation by its president, a

vice-president, secretary, assistant secretary, treasurer or 
other officer
duly authorized by the board of directors of the 
corporation to execute
those reports, and verified by him or 
her, or, if the corporation is in the
hands of a receiver or 
trustee, it shall be executed on behalf of the
corporation and 
verified by the receiver or trustee.

(Source: P.A. 100-391, eff. 8-25-17; 100-486, eff. 1-1-18; 
100-863, eff. 8-14-18.)

 

    Section 99. Effective date. This Act takes effect upon 
becoming law.