101ST GENERAL ASSEMBLY
State of Illinois
2019 and 2020
HB5000

 

Introduced 2/18/2020, by Rep. Will Guzzardi - Elizabeth Hernandez

 

SYNOPSIS AS INTRODUCED:
 
805 ILCS 5/1.25  from Ch. 32, par. 1.25
805 ILCS 5/1.80  from Ch. 32, par. 1.80
805 ILCS 105/101.25  from Ch. 32, par. 101.25
805 ILCS 105/115.90 new
805 ILCS 180/50-5
805 ILCS 180/50-10

    Amends the Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, and the Limited Liability Company Act. Provides that, with respect to entities organized under these Acts, the Secretary of State shall publish data required to be maintained by the Secretary in a machine-readable form that is freely available to the public. Abolishes charges for that data. Effective immediately.


LRB101 18334 JLS 67780 b

FISCAL NOTE ACT MAY APPLY

 

 

A BILL FOR

 

HB5000LRB101 18334 JLS 67780 b

1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The Business Corporation Act of 1983 is amended
5by changing Sections 1.25 and 1.80 as follows:
 
6    (805 ILCS 5/1.25)  (from Ch. 32, par. 1.25)
7    Sec. 1.25. List of corporations; exchange of information.
8    (a) The Secretary of State shall publish each year a list
9of corporations filing an annual report for the preceding year
10in accordance with the provisions of this Act, which report
11shall state the name of the corporation and the respective
12names and addresses of the president, secretary, and registered
13agent thereof and the address of the registered office in this
14State of each such corporation. The Secretary of State shall
15publish such report as open data. shall furnish without charge
16a copy of such report to each recorder of this State, and to
17each member of the General Assembly and to each State agency or
18department requesting the same. The Secretary of State shall,
19upon receipt of a written request and a fee as determined by
20the Secretary, furnish such report to anyone else.
21    (b) (1) The Secretary of State shall publish daily a list
22of all newly formed corporations, business and not for profit,
23chartered by him on that day issued after receipt of the

 

 

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1application. The daily list shall contain the same information
2as to each corporation as is provided for the corporation list
3published under subsection (a) of this Section. The Secretary
4of State shall publish the daily list as open data. may be
5obtained at the Secretary's office by any person, newspaper,
6State department or agency, or local government for a
7reasonable charge to be determined by the Secretary. Inspection
8of the daily list may be made at the Secretary's office during
9normal business hours without charge by any person, newspaper,
10State department or agency, or local government.
11    (2) The Secretary shall compile the daily list mentioned in
12paragraph (1) of subsection (b) of this Section monthly, or
13more often at the Secretary's discretion. The Secretary shall
14publish the compilation as open data. shall be immediately
15mailed free of charge to all local governments requesting in
16writing receipt of such publication, or shall be automatically
17mailed by the Secretary without charge to local governments as
18determined by the Secretary. The Secretary shall mail a copy of
19the compilations free of charge to all State departments or
20agencies making a written request. A request for a compilation
21of the daily list once made by a local government or State
22department or agency need not be renewed. However, the
23Secretary may request from time to time whether the local
24governments or State departments or agencies desire to continue
25receiving the compilation.
26    (3) (Blank). The compilations of the daily list mentioned

 

 

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1in paragraph (2) of subsection (b) of this Section shall be
2mailed to newspapers, or any other person not included as a
3recipient in paragraph (2) of subsection (b) of this Section,
4upon receipt of a written application signed by the applicant
5and accompanied by the payment of a fee as determined by the
6Secretary.
7    (c) If a domestic or foreign corporation has filed with the
8Secretary of State an annual report for the preceding year or
9has been newly formed or is otherwise and in any manner
10registered with the Secretary of State, the Secretary of State
11shall exchange with the Department of Healthcare and Family
12Services any information concerning that corporation that may
13be necessary for the enforcement of child support orders
14entered pursuant to the Illinois Public Aid Code, the Illinois
15Marriage and Dissolution of Marriage Act, the Non-Support of
16Spouse and Children Act, the Non-Support Punishment Act, the
17Revised Uniform Reciprocal Enforcement of Support Act, the
18Uniform Interstate Family Support Act, the Illinois Parentage
19Act of 1984, or the Illinois Parentage Act of 2015.
20    Notwithstanding any provisions in this Act to the contrary,
21the Secretary of State shall not be liable to any person for
22any disclosure of information to the Department of Healthcare
23and Family Services (formerly Illinois Department of Public
24Aid) under this subsection or for any other action taken in
25good faith to comply with the requirements of this subsection.
26(Source: P.A. 99-85, eff. 1-1-16.)
 

 

 

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1    (805 ILCS 5/1.80)  (from Ch. 32, par. 1.80)
2    Sec. 1.80. Definitions. As used in this Act, unless the
3context otherwise requires, the words and phrases defined in
4this Section shall have the meanings set forth herein.
5    (a) "Corporation" or "domestic corporation" means a
6corporation subject to the provisions of this Act, except a
7foreign corporation.
8    (b) "Foreign corporation" means a corporation for profit
9organized under laws other than the laws of this State, but
10shall not include a banking corporation organized under the
11laws of another state or of the United States, a foreign
12banking corporation organized under the laws of a country other
13than the United States and holding a certificate of authority
14from the Commissioner of Banks and Real Estate issued pursuant
15to the Foreign Banking Office Act, or a banking corporation
16holding a license from the Commissioner of Banks and Real
17Estate issued pursuant to the Foreign Bank Representative
18Office Act.
19    (c) "Articles of incorporation" means the original
20articles of incorporation, including the articles of
21incorporation of a new corporation set forth in the articles of
22consolidation, and all amendments thereto, whether evidenced
23by articles of amendment, articles of merger, articles of
24exchange, statement of correction affecting articles,
25resolution establishing series of shares or a statement of

 

 

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1cancellation under Section 9.05. Restated articles of
2incorporation shall supersede the original articles of
3incorporation and all amendments thereto prior to the effective
4date of filing the articles of amendment incorporating the
5restated articles of incorporation.
6    (d) "Subscriber" means one who subscribes for shares in a
7corporation, whether before or after incorporation.
8    (e) "Incorporator" means one of the signers of the original
9articles of incorporation.
10    (f) "Shares" means the units into which the proprietary
11interests in a corporation are divided.
12    (g) "Shareholder" means one who is a holder of record of
13shares in a corporation.
14    (h) "Certificate" representing shares means a written
15instrument executed by the proper corporate officers, as
16required by Section 6.35 of this Act, evidencing the fact that
17the person therein named is the holder of record of the share
18or shares therein described. If the corporation is authorized
19to issue uncertificated shares in accordance with Section 6.35
20of this Act, any reference in this Act to shares represented by
21a certificate shall also refer to uncertificated shares and any
22reference to a certificate representing shares shall also refer
23to the written notice in lieu of a certificate provided for in
24Section 6.35.
25    (i) "Authorized shares" means the aggregate number of
26shares of all classes which the corporation is authorized to

 

 

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1issue.
2    (j) "Paid-in capital" means the sum of the cash and other
3consideration received, less expenses, including commissions,
4paid or incurred by the corporation, in connection with the
5issuance of shares, plus any cash and other consideration
6contributed to the corporation by or on behalf of its
7shareholders, plus amounts added or transferred to paid-in
8capital by action of the board of directors or shareholders
9pursuant to a share dividend, share split, or otherwise, minus
10reductions as provided elsewhere in this Act. Irrespective of
11the manner of designation thereof by the laws under which a
12foreign corporation is or may be organized, paid-in capital of
13a foreign corporation shall be determined on the same basis and
14in the same manner as paid-in capital of a domestic
15corporation, for the purpose of computing license fees,
16franchise taxes and other charges imposed by this Act.
17    (k) "Net assets", for the purpose of determining the right
18of a corporation to purchase its own shares and of determining
19the right of a corporation to declare and pay dividends and
20make other distributions to shareholders is equal to the
21difference between the assets of the corporation and the
22liabilities of the corporation.
23    (l) "Registered office" means that office maintained by the
24corporation in this State, the address of which is on file in
25the office of the Secretary of State, at which any process,
26notice or demand required or permitted by law may be served

 

 

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1upon the registered agent of the corporation.
2    (m) "Insolvent" means that a corporation is unable to pay
3its debts as they become due in the usual course of its
4business.
5    (n) "Anniversary" means that day each year exactly one or
6more years after:
7        (1) the date of filing the articles of incorporation
8    prescribed by Section 2.10 of this Act, in the case of a
9    domestic corporation;
10        (2) the date of filing the application for authority
11    prescribed by Section 13.15 of this Act, in the case of a
12    foreign corporation; or
13        (3) the date of filing the articles of consolidation
14    prescribed by Section 11.25 of this Act in the case of a
15    consolidation, unless the plan of consolidation provides
16    for a delayed effective date, pursuant to Section 11.40.
17    (o) "Anniversary month" means the month in which the
18anniversary of the corporation occurs.
19    (p) "Extended filing month" means the month (if any) which
20shall have been established in lieu of the corporation's
21anniversary month in accordance with Section 14.01.
22    (q) "Taxable year" means that 12 month period commencing
23with the first day of the anniversary month of a corporation
24through the last day of the month immediately preceding the
25next occurrence of the anniversary month of the corporation,
26except that in the case of a corporation that has established

 

 

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1an extended filing month "taxable year" means that 12 month
2period commencing with the first day of the extended filing
3month through the last day of the month immediately preceding
4the next occurrence of the extended filing month.
5    (r) "Fiscal year" means the 12 month period with respect to
6which a corporation ordinarily files its federal income tax
7return.
8    (s) "Close corporation" means a corporation organized
9under or electing to be subject to Article 2A of this Act, the
10articles of incorporation of which contain the provisions
11required by Section 2.10, and either the corporation's articles
12of incorporation or an agreement entered into by all of its
13shareholders provide that all of the issued shares of each
14class shall be subject to one or more of the restrictions on
15transfer set forth in Section 6.55 of this Act.
16    (t) "Common shares" means shares which have no preference
17over any other shares with respect to distribution of assets on
18liquidation or with respect to payment of dividends.
19    (u) "Delivered", for the purpose of determining if any
20notice required by this Act is effective, means:
21        (1) transferred or presented to someone in person; or
22        (2) deposited in the United States Mail addressed to
23    the person at his, her or its address as it appears on the
24    records of the corporation, with sufficient first-class
25    postage prepaid thereon.
26    (v) "Property" means gross assets including, without

 

 

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1limitation, all real, personal, tangible, and intangible
2property.
3    (w) "Taxable period" means that 12-month period commencing
4with the first day of the second month preceding the
5corporation's anniversary month in the preceding year and prior
6to the first day of the second month immediately preceding its
7anniversary month in the current year, except that, in the case
8of a corporation that has established an extended filing month,
9"taxable period" means that 12-month period ending with the
10last day of its fiscal year immediately preceding the extended
11filing month. In the case of a newly formed domestic
12corporation or a newly registered foreign corporation that had
13not commenced transacting business in this State prior to
14obtaining authority, "taxable period" means that period
15commencing with the filing of the articles of incorporation or,
16in the case of a foreign corporation, of filing of the
17application for authority, and prior to the first day of the
18second month immediately preceding its anniversary month in the
19next succeeding year.
20    (x) "Treasury shares" mean (1) shares of a corporation that
21have been issued, have been subsequently acquired by and belong
22to the corporation, and have not been cancelled or restored to
23the status of authorized but unissued shares and (2) shares (i)
24declared and paid as a share dividend on the shares referred to
25in clause (1) or this clause (2), or (ii) issued in a share
26split of the shares referred to in clause (1) or this clause

 

 

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1(2). Treasury shares shall be deemed to be "issued" shares but
2not "outstanding" shares. Treasury shares may not be voted,
3directly or indirectly, at any meeting or otherwise. Shares
4converted into or exchanged for other shares of the corporation
5shall not be deemed to be treasury shares.
6    (y) "Gross amount of business" means gross receipts, from
7whatever source derived.
8    (z) "Open data" means data that is expressed in a
9machine-readable form and that is made freely available to the
10public under an open license, without registration
11requirement, and without any other restrictions that would
12impede its use or reuse.
13(Source: P.A. 95-368, eff. 8-23-07.)
 
14    Section 10. The General Not For Profit Corporation Act of
151986 is amended by changing Section 101.25 and by adding
16Section 115.90 as follows:
 
17    (805 ILCS 105/101.25)  (from Ch. 32, par. 101.25)
18    Sec. 101.25. Lists of corporations; exchange of
19information.
20    (a) The Secretary of State shall include in his or her
21daily publication lists of business corporations formed on that
22day as provided in paragraph (1) of subsection (b) of Section
231.25 of the Business Corporation Act of 1983 all not-for-profit
24corporations formed on the day of publication of such lists and

 

 

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1shall publish such information as open data pursuant to that
2subsection.
3    (b) The Secretary of State shall include among information
4to be exchanged with the Department of Healthcare and Family
5Services, as provided in subsection (c) of Section 1.25 of the
6Business Corporation Act of 1983, information regarding all
7not-for-profit corporations formed pursuant to this Act.
8(Source: P.A. 95-331, eff. 8-21-07.)
 
9    (805 ILCS 105/115.90 new)
10    Sec. 115.90. No fees for publishing lists of not-for-profit
11corporations. Nothing in this Article shall be construed to
12permit the Secretary of State to charge fees for lists of
13not-for-profit corporations published as open data under
14Section 1.25 of the Business Corporation Act of 1983.
 
15    Section 15. The Limited Liability Company Act is amended by
16changing Sections 50-5 and 50-10 as follows:
 
17    (805 ILCS 180/50-5)
18    Sec. 50-5. List of limited liability companies; exchange of
19information.
20    (a) The Secretary of State shall may publish a list or
21lists of limited liability companies and foreign limited
22liability companies as open data, as often, in the format, and
23for the fees as the Secretary of State may in his or her

 

 

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1discretion provide by rule, but no less often than once per
2month. "Open data" means data that is expressed in a
3machine-readable form and that is made freely available to the
4public under an open license, without registration
5requirement, and without any other restrictions that would
6impede its use or reuse. The Secretary of State may disseminate
7information concerning limited liability companies and foreign
8limited liability companies by computer network in the format
9and for the fees as may be determined by rule.
10    (b) Upon written request, any list published under
11subsection (a) shall be provided free to each member of the
12General Assembly, to each State agency or department, and to
13each recorder in this State. An appropriate fee established by
14rule to cover the cost of producing the list shall be charged
15to all others.
16    (c) If a domestic or foreign limited liability company has
17filed with the Secretary of State an annual report for the
18preceding year or has been newly formed or is otherwise and in
19any manner registered with the Secretary of State, the
20Secretary of State shall exchange with the Department of
21Healthcare and Family Services any information concerning that
22limited liability company that may be necessary for the
23enforcement of child support orders entered pursuant to the
24Illinois Public Aid Code, the Illinois Marriage and Dissolution
25of Marriage Act, the Non-Support of Spouse and Children Act,
26the Non-Support Punishment Act, the Revised Uniform Reciprocal

 

 

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1Enforcement of Support Act, the Uniform Interstate Family
2Support Act, the Illinois Parentage Act of 1984, or the
3Illinois Parentage Act of 2015.
4    Notwithstanding any provisions in this Act to the contrary,
5the Secretary of State shall not be liable to any person for
6any disclosure of information to the Department of Healthcare
7and Family Services (formerly Illinois Department of Public
8Aid) under this subsection or for any other action taken in
9good faith to comply with the requirements of this subsection.
10(Source: P.A. 99-85, eff. 1-1-16.)
 
11    (805 ILCS 180/50-10)
12    Sec. 50-10. Fees.
13    (a) The Secretary of State shall charge and collect in
14accordance with the provisions of this Act and rules
15promulgated under its authority all of the following:
16        (1) Fees for filing documents.
17        (2) Miscellaneous charges.
18        (3) Fees for the sale of lists of filings and for
19    copies of any documents.
20    (b) The Secretary of State shall charge and collect for all
21of the following:
22        (1) Filing articles of organization (domestic),
23    application for admission (foreign), and restated articles
24    of organization (domestic), $150. Notwithstanding the
25    foregoing, the fee for filing articles of organization

 

 

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1    (domestic), application for admission (foreign), and
2    restated articles of organization (domestic) in connection
3    with a limited liability company with a series or the
4    ability to establish a series pursuant to Section 37-40 of
5    this Act is $400.
6        (2) Filing amendments (domestic or foreign), $50.
7        (3) Filing a statement of termination or application
8    for withdrawal, $5.
9        (4) Filing an application to reserve a name, $25.
10        (5) Filing a notice of cancellation of a reserved name,
11    $5.
12        (6) Filing a notice of a transfer of a reserved name,
13    $25.
14        (7) Registration of a name, $50.
15        (8) Renewal of registration of a name, $50.
16        (9) Filing an application for use of an assumed name
17    under Section 1-20 of this Act, $150 for each year or part
18    thereof ending in 0 or 5, $120 for each year or part
19    thereof ending in 1 or 6, $90 for each year or part thereof
20    ending in 2 or 7, $60 for each year or part thereof ending
21    in 3 or 8, $30 for each year or part thereof ending in 4 or
22    9, and a renewal for each assumed name, $150.
23        (9.5) Filing an application for change of an assumed
24    name, $25.
25        (10) Filing an application for cancellation of an
26    assumed name, $5.

 

 

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1        (11) Filing an annual report of a limited liability
2    company or foreign limited liability company, $75, if filed
3    as required by this Act, plus a penalty if delinquent.
4    Notwithstanding the foregoing, the fee for filing an annual
5    report of a limited liability company or foreign limited
6    liability company is $75 plus $50 for each series for which
7    a certificate of designation has been filed pursuant to
8    Section 37-40 of this Act and is in effect on the last day
9    of the third month preceding the company's anniversary
10    month, plus a penalty if delinquent.
11        (12) Filing an application for reinstatement of a
12    limited liability company or foreign limited liability
13    company, $200.
14        (13) Filing articles of merger, $100 plus $50 for each
15    party to the merger in excess of the first 2 parties.
16        (14) (Blank).
17        (15) Filing a statement of change of address of
18    registered office or change of registered agent, or both,
19    or filing a statement of correction, $25.
20        (16) Filing a petition for refund, $5.
21        (17) Filing a certificate of designation of a limited
22    liability company with a series pursuant to Section 37-40
23    of this Act, $50.
24        (18) (Blank).
25        (19) Filing, amending, or cancelling a statement of
26    authority, $50.

 

 

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1        (20) Filing, amending, or cancelling a statement of
2    denial, $10.
3        (21) Filing any other document, $5.
4        (22) For furnishing a copy or certified copy of any
5    document, instrument, or paper relating to a limited
6    liability company or foreign limited liability company, or
7    for a certificate, $25.
8    (c) (Blank). The Secretary of State shall charge and
9collect all of the following:
10        (1) For furnishing a copy or certified copy of any
11    document, instrument, or paper relating to a limited
12    liability company or foreign limited liability company, or
13    for a certificate, $25.
14        (2) For the transfer of information by computer process
15    media to any purchaser, fees established by rule.
16(Source: P.A. 100-561, eff. 7-1-18; 100-571, eff. 12-20-17;
17101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)
 
18    Section 99. Effective date. This Act takes effect upon
19becoming law.