HB4435 104TH GENERAL ASSEMBLY

LRB104 17551 SPS 30979 b

104TH GENERAL ASSEMBLY
State of Illinois
2025 and 2026
HB4435

Introduced 1/20/2026, by Rep. Sharon Chung

SYNOPSIS AS INTRODUCED:

805 ILCS 5/3.10

from Ch. 32, par. 3.10

Amends the Business Corporation Act of 1983. Provides that nothing in the Act shall grant or recognize the power of a corporation to engage in activities related to the nomination or election of candidates for public office or the initiation, submission, or consideration of questions of public policy.

A BILL FOR

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 3.10 as follows:

(805 ILCS 5/3.10) (from Ch. 32, par. 3.10)

Sec. 3.10. General powers. Each corporation shall have power:

(a) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.

(b) To sue and be sued, complain and defend, in its corporate name.

(c) To have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced, provided that the affixing of a corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of a corporate seal is not mandatory.

(d) To purchase, take, receive, lease as lessee, take by gift, legacy, or otherwise acquire, and to own, hold, use, and otherwise deal in and with any real or personal property, or any interest therein, situated in or out of this State.

(e) To sell and convey, mortgage, pledge, lease as lessor, and otherwise dispose of all or any part of its property and assets.

(f) To lend money to its directors, officers, employees and agents.

(g) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships, or individuals and, subject to the provisions of Sections 9.05 and 9.10 of this Act, to purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer, or otherwise dispose of its own shares. However, if applicable, each corporation shall comply with the provisions of The Illinois Bank Holding Company Act of 1957.

(h) To incur liabilities; to borrow money for its corporate purposes at such rates of interest as the corporation may determine without regard to the restrictions of any usury law of this State, to issue its notes, bonds, and other obligations; to secure any of its obligations by mortgage, pledge, or deed of trust of all or any of its property, franchises, and income; and to make contracts, including contracts of guaranty and suretyship, but a corporation may not be organized hereunder for the purpose of insurance.

(i) To invest its surplus funds from time to time and to lend money for its corporate purposes, and to take and hold real and personal property as security for the payment of funds so invested or loaned.

(j) To conduct its business, carry on its operations, and have offices within and without this State and to exercise in any other state, territory, district, or possession of the United States, or in any foreign country, the powers granted by this Act.

(k) To elect or appoint officers and agents of the corporation, and define their duties and fix their compensations.

(l) To make and alter by-laws, not inconsistent with its articles of incorporation or with the laws of this State, except as provided in Section 2.30, for the administration and regulation of the affairs of the corporation.

(m) To make donations for the public welfare or for charitable, scientific, religious or educational purposes; to lend money to the State or Federal government; and, to transact any lawful business in aid of the United States.

(n) To cease its corporate activities and surrender its corporate franchise.

(o) To establish deferred compensation plans, pension plans, profit-sharing plans, share bonus plans, share option plans, and other incentive plans for its directors, officers and employees and to make the payments and issue the shares provided for therein.

(p) To indemnify its directors, officers, employees or agents in accordance with and to the extent permitted by Section 8.75 of this Act.

(q) To be a promoter, partner, member, associate or manager of any partnership, joint venture or other enterprise.

(r) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed, except that nothing in this Act shall grant or recognize the power of a corporation to engage in activities related to the nomination or election of candidates for public office or the initiation, submission, or consideration of questions of public policy.

(Source: P.A. 88-151.)