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1 | AN ACT concerning business.
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2 | Be it enacted by the People of the State of Illinois,
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3 | represented in the General Assembly:
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4 | Section 5. The Business Corporation Act of 1983 is amended | ||||||
5 | by changing Sections 7.05, 7.15, 7.30, 11.39, 15.10, 15.35, | ||||||
6 | and 15.97 and by adding Section 14.13 as follows:
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7 | (805 ILCS 5/7.05) (from Ch. 32, par. 7.05)
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8 | Sec. 7.05. Meetings of shareholders. Meetings of | ||||||
9 | shareholders may be held either within or
without
this State, | ||||||
10 | as may be provided in the by-laws or in a resolution of the
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11 | board of directors pursuant to authority granted in the | ||||||
12 | by-laws. In the
absence of any such provision, all meetings | ||||||
13 | shall be held at the principal registered
office of the | ||||||
14 | corporation in this State.
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15 | An annual meeting of the shareholders shall be held at | ||||||
16 | such time as may
be provided in the by-laws or in a resolution | ||||||
17 | of the board of directors
pursuant to authority granted in the | ||||||
18 | by-laws. Failure to hold the annual
meeting at the designated | ||||||
19 | time shall not work a forfeiture or dissolution
of the | ||||||
20 | corporation nor affect the validity of corporate action. If an | ||||||
21 | annual
meeting has not been held within the earlier of six | ||||||
22 | months after the end
of the corporation's fiscal year or | ||||||
23 | fifteen months after its last annual
meeting and if, after a |
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1 | request in writing directed to the president of
the | ||||||
2 | corporation, a notice of meeting is not given within 60 days of | ||||||
3 | such
request, then any shareholder entitled to vote at an | ||||||
4 | annual meeting may
apply to the circuit court of the county in | ||||||
5 | which the registered office
or principal place of business of | ||||||
6 | the corporation is located for an order
directing that the | ||||||
7 | meeting be held and fixing the time and place of the
meeting. | ||||||
8 | The court may issue such additional orders as may be necessary
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9 | or appropriate for the holding of the meeting.
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10 | Unless specifically prohibited by the articles of | ||||||
11 | incorporation or by-laws,
a corporation may allow shareholders | ||||||
12 | to participate in and act at any meeting
of the shareholders
by | ||||||
13 | means of remote communication, including, but not limited to, | ||||||
14 | through the use of a conference telephone or interactive | ||||||
15 | technology, including
but not limited to electronic | ||||||
16 | transmission, or Internet usage, or remote
communication, by | ||||||
17 | means of which all persons participating in the meeting can
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18 | communicate with each other. Shareholders participating in a | ||||||
19 | shareholders' meeting by means of remote communication shall | ||||||
20 | be deemed present and may vote at such a meeting if the | ||||||
21 | corporation has implemented reasonable measures: | ||||||
22 | (1) to verify that each person participating remotely | ||||||
23 | as a shareholder is a shareholder; and | ||||||
24 | (2) to provide to such shareholders a reasonable | ||||||
25 | opportunity to participate in the meeting and to vote on | ||||||
26 | matters submitted to the shareholders, including the |
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1 | opportunity to communicate and to read or hear the | ||||||
2 | proceedings of the meeting. | ||||||
3 | A shareholder entitled to vote at a meeting of the | ||||||
4 | shareholders shall be permitted to attend the meeting where | ||||||
5 | space permits (in the case of a meeting at a place) , and | ||||||
6 | subject to the corporation's by-laws and rules governing the | ||||||
7 | conduct of the meeting and the power of the chairman to | ||||||
8 | regulate the orderly conduct of the meeting. Participation in | ||||||
9 | such meeting shall constitute
attendance and presence in | ||||||
10 | person at the meeting of the person or persons so
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11 | participating.
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12 | Special meetings of the shareholders may be called by the | ||||||
13 | president, by
the board of directors, by the holders of not | ||||||
14 | less than one-fifth of all
the outstanding shares entitled to | ||||||
15 | vote on the matter for which the meeting
is called or by such | ||||||
16 | other officers or persons as may be provided in the
articles of | ||||||
17 | incorporation or the by-laws. Only business within the purpose | ||||||
18 | or purposes described in the meeting notice required by | ||||||
19 | Section 7.15 may be conducted at a special meeting of | ||||||
20 | shareholders.
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21 | If the special meeting is called by the shareholders, one | ||||||
22 | or more written demands by the holders of the requisite number | ||||||
23 | of votes to be cast on an issue proposed to be considered at | ||||||
24 | the proposed special meeting must be signed, dated, and | ||||||
25 | delivered to the corporation describing the purpose or | ||||||
26 | purposes for which the proposed special meeting is to be held. |
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1 | No written demand by a shareholder for a special meeting shall | ||||||
2 | be effective unless, within 60 days of the earliest date on | ||||||
3 | which such a demand delivered to the corporation as required | ||||||
4 | by this Section was signed, written demands signed by | ||||||
5 | shareholders holding at least the percentage of votes | ||||||
6 | specified in or fixed in accordance with the preceding | ||||||
7 | paragraph of this Section have been delivered to the | ||||||
8 | corporation. Unless otherwise provided in the articles of | ||||||
9 | incorporation, a written demand by a shareholder for a special | ||||||
10 | meeting may be revoked by a writing to that effect received by | ||||||
11 | the corporation before the receipt by the corporation of | ||||||
12 | demands from shareholders sufficient in number to require the | ||||||
13 | holding of a special meeting. The record date for determining | ||||||
14 | shareholders entitled to demand a special meeting shall be the | ||||||
15 | first date on which a signed shareholder demand is delivered | ||||||
16 | to the corporation. | ||||||
17 | Unless the by-laws require the meeting of shareholders to | ||||||
18 | be held at a place, the board of directors may determine that | ||||||
19 | any meeting of the shareholders shall not be held at any place | ||||||
20 | and shall instead be held solely by means of remote | ||||||
21 | communication, but only if the corporation implements the | ||||||
22 | measures specified in items (1) and (2) of this Section. | ||||||
23 | (Source: P.A. 94-655, eff. 1-1-06.)
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24 | (805 ILCS 5/7.15) (from Ch. 32, par. 7.15)
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25 | Sec. 7.15. Notice of shareholders' meetings. Written |
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1 | notice stating the place, if any, day, and hour of the
meeting , | ||||||
2 | and the means of remote communication, if any, by which | ||||||
3 | shareholders may be deemed to be present in person and vote at | ||||||
4 | such meeting, and, in the case of a special meeting, the | ||||||
5 | purpose or purposes for
which the meeting is called, shall be | ||||||
6 | delivered not less than 10 nor more
than 60 days before the | ||||||
7 | date of the meeting, or in the case of a merger,
consolidation, | ||||||
8 | share exchange, dissolution or sale, lease or exchange of
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9 | assets not less than 20 nor more than 60 days before the
date | ||||||
10 | of the meeting, either personally or by mail, by or at the | ||||||
11 | direction
of the president, or the secretary, or the officer | ||||||
12 | or persons calling the
meeting, to each shareholder of record | ||||||
13 | entitled to vote at such meeting. If
mailed, such notice shall | ||||||
14 | be deemed to be delivered when deposited in the
United States | ||||||
15 | mail addressed to the shareholder at his or her address as it
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16 | appears on the records of the corporation, with postage | ||||||
17 | thereon prepaid.
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18 | (Source: P.A. 83-1025.)
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19 | (805 ILCS 5/7.30) (from Ch. 32, par. 7.30)
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20 | Sec. 7.30. Voting lists. The officer or agent having | ||||||
21 | charge of the transfer book for shares of a
corporation shall | ||||||
22 | make, within 20 days after the record date for a meeting
of | ||||||
23 | shareholders or 10 days before such meeting, whichever is | ||||||
24 | earlier,
a complete list of the shareholders entitled to vote | ||||||
25 | at such
meeting, arranged in alphabetical order, with the |
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1 | address of and the number
of shares held by each, which list, | ||||||
2 | for a period of 10 days prior to such
meeting, shall be kept on | ||||||
3 | file at the registered office of the corporation
and shall be | ||||||
4 | subject to inspection by any shareholder, and to copying at
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5 | the shareholder's expense, at the registered office of the | ||||||
6 | corporation at any time during
usual business hours or on a | ||||||
7 | reasonably accessible electronic network, at the corporation's | ||||||
8 | election. If the corporation determines to make the list | ||||||
9 | available on an electronic network, the corporation may take | ||||||
10 | reasonable steps to ensure that such information is available | ||||||
11 | only to shareholders of the corporation . Such list shall also | ||||||
12 | be produced and kept open at the
time and place of the meeting , | ||||||
13 | or on a reasonably accessible electronic network if the | ||||||
14 | meeting will be held solely by means of remote communication, | ||||||
15 | and shall be subject to the inspection of any
shareholder | ||||||
16 | during the whole time of the meeting. The original share | ||||||
17 | ledger
or transfer book, or a duplicate thereof kept in this | ||||||
18 | State, shall be prima
facie evidence as to who are the | ||||||
19 | shareholders entitled to examine such list
or share ledger or | ||||||
20 | transfer book or to vote at any meeting of shareholders.
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21 | Failure to comply with the requirements of this Section | ||||||
22 | shall not affect
the validity of any action taken at such | ||||||
23 | meeting.
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24 | An officer or agent having charge of the transfer books | ||||||
25 | who shall fail
to prepare the list of shareholders, or keep the | ||||||
26 | same on file for a period
of 10 days, or produce and keep the |
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1 | same open for inspection at the
meeting, as provided in this | ||||||
2 | Section, shall be liable to any shareholder
suffering damage | ||||||
3 | on account of such failure, to the extent of such damage.
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4 | (Source: P.A. 83-1025.)
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5 | (805 ILCS 5/11.39)
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6 | Sec. 11.39.
Merger of domestic corporation and limited | ||||||
7 | liability entities
company .
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8 | (a) Any one or more domestic corporations may merge with | ||||||
9 | or into one
or more limited liability entities companies of | ||||||
10 | this State, any other state or
states of the
United States, or | ||||||
11 | the District of Columbia, if the laws of the other state
or | ||||||
12 | states
or the District of Columbia permit the merger. The | ||||||
13 | domestic corporation or
corporations and the limited liability | ||||||
14 | entity or entities company or companies may merge with or
into | ||||||
15 | a corporation, which may be any one of these corporations, or | ||||||
16 | they may
merge
with or into a limited liability entity | ||||||
17 | company , which may be any one of these limited
liability | ||||||
18 | entities
companies , which shall be a domestic corporation or | ||||||
19 | limited liability entity company
of this
State, any other | ||||||
20 | state of the United States, or the District of Columbia,
which
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21 | permits the merger pursuant to a plan of merger complying with | ||||||
22 | and approved in
accordance with this Section.
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23 | (b) The plan of merger must set forth the following:
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24 | (1) The names of the domestic corporation or | ||||||
25 | corporations and limited
liability entity or entities |
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1 | company or companies proposing to merge and the name of | ||||||
2 | the domestic
corporation or limited liability entity | ||||||
3 | company into which they propose to merge,
which is
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4 | designated as the surviving entity.
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5 | (2) The terms and conditions of the proposed merger | ||||||
6 | and the mode of
carrying the same into effect.
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7 | (3) The manner and basis of converting the shares of | ||||||
8 | each
domestic corporation and the interests of each | ||||||
9 | limited liability entity company
into
shares, interests, | ||||||
10 | obligations, other securities of the surviving entity or
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11 | into cash or
other property or any combination of the | ||||||
12 | foregoing.
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13 | (4) In the case of a merger in which a domestic | ||||||
14 | corporation is the
surviving entity, a statement of any | ||||||
15 | changes in the articles of incorporation
of the
surviving | ||||||
16 | corporation to be effected by the merger.
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17 | (5) Any other provisions with respect to the proposed | ||||||
18 | merger that are
deemed necessary or desirable, including | ||||||
19 | provisions, if any, under which the
proposed merger may be | ||||||
20 | abandoned prior to the filing of the articles of merger
by
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21 | the Secretary of State of this State.
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22 | (c) The plan required by subsection (b) of this Section | ||||||
23 | shall be adopted and
approved
by the constituent corporation | ||||||
24 | or corporations in the same manner as is
provided in
Sections | ||||||
25 | 11.05, 11.15, and 11.20 of this Act and, in the case of a | ||||||
26 | limited
liability
entity company , in accordance with the terms |
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1 | of its operating or partnership agreement, if any, and
in
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2 | accordance with the laws under which it was formed.
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3 | (d) Upon this approval, articles of merger shall be | ||||||
4 | executed by each
constituent corporation and limited liability | ||||||
5 | entity company and filed with the
Secretary of State. The | ||||||
6 | merger shall become
effective for all purposes of the laws of | ||||||
7 | this State when and as provided in
Section
11.40 of this Act | ||||||
8 | with respect to the merger of corporations of this State.
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9 | (e) If the surviving entity is to be governed by the laws | ||||||
10 | of the District of
Columbia or any state other than this State, | ||||||
11 | it shall file with the
Secretary of
State of this State an | ||||||
12 | agreement that it may be served with process in this
State in
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13 | any proceeding for enforcement of any obligation of any | ||||||
14 | constituent corporation
or
limited liability entity company of | ||||||
15 | this State, as well as for enforcement of any
obligation of
the | ||||||
16 | surviving corporation or limited liability entity company | ||||||
17 | arising from the merger,
including any suit or other | ||||||
18 | proceeding to enforce the shareholders right to
dissent as
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19 | provided in Section 11.70 of this Act, and shall irrevocably | ||||||
20 | appoint the
Secretary of
State of this State as its agent to | ||||||
21 | accept service of process in any such suit
or other
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22 | proceedings.
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23 | (f) Section 11.50 of this Act shall, insofar as it is | ||||||
24 | applicable, apply to
mergers between domestic corporations and | ||||||
25 | limited liability entities companies .
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26 | (g) In any merger under this Section, the surviving entity |
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1 | shall not
engage in any business or exercise any power that a | ||||||
2 | domestic corporation or
domestic limited liability entity | ||||||
3 | company may not otherwise engage in or exercise in
this State. | ||||||
4 | Furthermore, the surviving entity shall be governed by the
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5 | ownership and control restrictions in Illinois law applicable | ||||||
6 | to that type of
entity.
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7 | (Source: P.A. 96-1121, eff. 1-1-11.)
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8 | (805 ILCS 5/14.13 new) | ||||||
9 | Sec. 14.13. Report of interim changes of domestic or | ||||||
10 | foreign corporations. Any corporation, domestic or foreign, | ||||||
11 | may report interim changes in the name, address, or both of its | ||||||
12 | officers and directors, its principal office, or its | ||||||
13 | minority-owned business status by filing a report under this | ||||||
14 | Section containing the following information: | ||||||
15 | (1) The name of the corporation. | ||||||
16 | (2) The address, including street and number, or
rural | ||||||
17 | route number, of its registered office in this State, and | ||||||
18 | the name of its registered agent at that address. | ||||||
19 | (3) The address, including street and number, or
rural | ||||||
20 | route number, of its principal office. | ||||||
21 | (4) The names and respective addresses, including
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22 | street and number, or rural route number, of its directors | ||||||
23 | and officers. | ||||||
24 | A statement, including the basis therefor, of
status as a | ||||||
25 | minority-owned business or as a women-owned business as those |
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1 | terms are defined in the Business Enterprise for Minorities, | ||||||
2 | Women, and Persons with Disabilities Act. | ||||||
3 | The interim report of changes shall be made on forms | ||||||
4 | prescribed and furnished by the Secretary of State and shall | ||||||
5 | be executed by the corporation by its president, a | ||||||
6 | vice-president, secretary, assistant secretary, treasurer, or | ||||||
7 | other officer duly authorized by the board of directors of the | ||||||
8 | corporation to execute those reports, and verified by him or | ||||||
9 | her, or, if the corporation is in the hands of a receiver or | ||||||
10 | trustee, it shall be executed on behalf of the corporation and | ||||||
11 | verified by the receiver or trustee.
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12 | (805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
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13 | Sec. 15.10. Fees for filing documents. The Secretary of | ||||||
14 | State shall charge and collect for:
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15 | (a) Filing articles of incorporation, $150.
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16 | (b) Filing articles of amendment, $50, unless the | ||||||
17 | amendment is a
restatement
of the articles of
incorporation, | ||||||
18 | in which case the fee shall be $150.
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19 | (c) Filing articles of merger or consolidation, $100, but | ||||||
20 | if the merger or
consolidation involves more than 2 | ||||||
21 | corporations, $50 for each
additional corporation.
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22 | (d) Filing articles of share exchange, $100.
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23 | (e) Filing articles of dissolution, $5.
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24 | (f) Filing application to reserve a corporate name, $25.
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25 | (g) Filing a notice of transfer of a reserved corporate |
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1 | name, $25.
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2 | (h) Filing statement of change of address of registered | ||||||
3 | office or
change of registered agent, or both, $25.
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4 | (i) Filing statement of the establishment of a series of | ||||||
5 | shares,
$25.
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6 | (j) Filing an application of a foreign corporation for | ||||||
7 | authority to transact
business in this State, $150.
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8 | (k) Filing an application of a foreign corporation for | ||||||
9 | amended authority to
transact business in this State, $25.
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10 | (l) Filing a copy of amendment to the articles of | ||||||
11 | incorporation of a
foreign corporation holding authority to | ||||||
12 | transact
business in this State, $50, unless the amendment is | ||||||
13 | a restatement
of
the articles of incorporation, in which case | ||||||
14 | the fee shall be $150.
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15 | (m) Filing a copy of articles of merger of a foreign | ||||||
16 | corporation
holding a certificate of authority to transact | ||||||
17 | business in this State,
$100, but if the merger involves more | ||||||
18 | than 2 corporations, $50 for each
additional corporation.
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19 | (n) Filing an application for withdrawal and final report | ||||||
20 | or a copy of
articles of dissolution of a foreign corporation, | ||||||
21 | $25.
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22 | (o) Filing an annual report, interim annual report, or | ||||||
23 | final transition
annual report of a domestic or foreign | ||||||
24 | corporation, $75.
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25 | (p) Filing an application for reinstatement of a domestic | ||||||
26 | or a foreign
corporation, $200.
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1 | (q) Filing an application for use of an assumed corporate | ||||||
2 | name, $150 for
each year or part thereof
ending in 0 or 5, $120 | ||||||
3 | for each year or part thereof ending in 1 or 6, $90
for each | ||||||
4 | year or part thereof ending in 2 or 7, $60 for each year or | ||||||
5 | part
thereof ending in 3 or 8, $30 for each year or part | ||||||
6 | thereof ending in 4 or 9,
between the date of filing
the | ||||||
7 | application and the date of the renewal of the assumed | ||||||
8 | corporate name;
and a renewal fee for each assumed corporate | ||||||
9 | name, $150.
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10 | (r) To change an assumed corporate name for the period | ||||||
11 | remaining until
the renewal date of the original assumed name, | ||||||
12 | $25.
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13 | (s) Filing an application for cancellation of an assumed | ||||||
14 | corporate name, $5.
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15 | (t) Filing an application to register the corporate name | ||||||
16 | of a foreign
corporation, $50; and an annual renewal fee for | ||||||
17 | the registered name, $50.
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18 | (u) Filing an application for cancellation of a registered | ||||||
19 | name of a
foreign corporation, $25.
| ||||||
20 | (v) Filing a statement of correction, $50.
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21 | (w) Filing a petition for refund or adjustment, $5.
| ||||||
22 | (x) Filing a statement of election of an extended filing | ||||||
23 | month, $25.
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24 | (y) Filing a report of interim changes, $50. | ||||||
25 | (z) Filing any other statement or report, $5.
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26 | (Source: P.A. 95-331, eff. 8-21-07.)
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1 | (805 ILCS 5/15.35) (from Ch. 32, par. 15.35)
| ||||||
2 | (Section scheduled to be repealed on December 31, 2025)
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3 | Sec. 15.35. Franchise taxes payable by domestic | ||||||
4 | corporations. For the privilege of exercising its franchises | ||||||
5 | in this State, each
domestic corporation shall pay to the | ||||||
6 | Secretary of State the following
franchise taxes, computed on | ||||||
7 | the basis, at the rates and for the periods
prescribed in this | ||||||
8 | Act:
| ||||||
9 | (a) An initial franchise tax at the time of filing its | ||||||
10 | first report of
issuance of shares.
| ||||||
11 | (b) An additional franchise tax at the time of filing | ||||||
12 | (1) a report of
the issuance of additional shares, or (2) a | ||||||
13 | report of an increase in paid-in
capital without the | ||||||
14 | issuance of shares, or (3) an amendment to the articles
of | ||||||
15 | incorporation or a report of cumulative changes in paid-in | ||||||
16 | capital,
whenever any amendment or such report discloses | ||||||
17 | an increase in its paid-in
capital over the amount thereof | ||||||
18 | last reported in any document, other than
an annual | ||||||
19 | report, interim annual report or final transition annual | ||||||
20 | report
required by this Act to be filed in the office of | ||||||
21 | the Secretary of State.
| ||||||
22 | (c) An additional franchise tax at the time of filing | ||||||
23 | a report of paid-in
capital following a statutory merger | ||||||
24 | or consolidation, which discloses that
the paid-in capital | ||||||
25 | of the surviving or new corporation immediately after
the |
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| |||||||
1 | merger or consolidation is greater than the sum of the | ||||||
2 | paid-in capital
of all of the merged or consolidated | ||||||
3 | corporations as last reported
by them in any documents, | ||||||
4 | other than annual reports, required by this Act
to be | ||||||
5 | filed in the office of the Secretary of State; and in | ||||||
6 | addition, the
surviving or new corporation shall be liable | ||||||
7 | for a further additional franchise
tax on the paid-in | ||||||
8 | capital of each of the merged or consolidated
corporations | ||||||
9 | as last reported by them in any document, other than an | ||||||
10 | annual
report, required by this Act to be filed with the | ||||||
11 | Secretary of State from
their taxable year end to the next | ||||||
12 | succeeding anniversary month or, in
the case of a | ||||||
13 | corporation which has established an extended filing | ||||||
14 | month,
the extended filing month of the surviving or new | ||||||
15 | corporation; however if
the taxable year ends within the | ||||||
16 | 2-month 2 month period immediately preceding the
| ||||||
17 | anniversary month or, in the case of a corporation which | ||||||
18 | has established an
extended filing month, the extended | ||||||
19 | filing month of the surviving or new
corporation the tax | ||||||
20 | will be computed to the anniversary month or, in the
case | ||||||
21 | of a corporation which has established an extended filing | ||||||
22 | month, the
extended filing month of the surviving or new | ||||||
23 | corporation in the next
succeeding calendar year.
| ||||||
24 | (d) An annual franchise tax payable each year with the | ||||||
25 | annual report
which the corporation is required by this | ||||||
26 | Act to file.
|
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| |||||||
1 | (e) On or after January 1, 2020 and prior to January 1, | ||||||
2 | 2021, the first $30 in liability is exempt from the tax imposed | ||||||
3 | under this Section. On or after January 1, 2021 and prior to | ||||||
4 | January 1, 2022, the first $1,000 in liability is exempt from | ||||||
5 | the tax imposed under this Section. On or after January 1, 2022 | ||||||
6 | and prior to January 1, 2023, the first $10,000 in liability is | ||||||
7 | exempt from the tax imposed under this Section. On or after | ||||||
8 | January 1, 2023 and prior to January 1, 2024, the first | ||||||
9 | $100,000 in liability is exempt from the tax imposed under | ||||||
10 | this Section. The provisions of this Section shall not require | ||||||
11 | the payment of any franchise tax that would otherwise have | ||||||
12 | been due and payable on or after January 1, 2024. There shall | ||||||
13 | be no refunds or proration of franchise tax for any taxes due | ||||||
14 | and payable on or after January 1, 2024 on the basis that a | ||||||
15 | portion of the corporation's taxable year extends beyond | ||||||
16 | January 1, 2024. Public Act 101-9 This amendatory Act of the | ||||||
17 | 101st General Assembly shall not affect any right accrued or | ||||||
18 | established, or any liability or penalty incurred prior to | ||||||
19 | January 1, 2024. | ||||||
20 | (f) This Section is repealed on December 31, 2024 2025 . | ||||||
21 | (Source: P.A. 101-9, eff. 6-5-19; revised 7-18-19.)
| ||||||
22 | (805 ILCS 5/15.97) (from Ch. 32, par. 15.97)
| ||||||
23 | (Section scheduled to be repealed on December 31, 2022)
| ||||||
24 | Sec. 15.97. Corporate Franchise Tax Refund Fund.
| ||||||
25 | (a) Beginning July 1, 1993, a percentage of the amounts |
| |||||||
| |||||||
1 | collected
under Sections 15.35, 15.45, 15.65, and 15.75 of | ||||||
2 | this Act shall be
deposited into the Corporate Franchise Tax | ||||||
3 | Refund Fund, a special Fund
hereby created in the State | ||||||
4 | treasury. From July 1, 1993, until December 31,
1994, there | ||||||
5 | shall be deposited into the Fund 3% of the amounts received
| ||||||
6 | under those Sections. Beginning January 1, 1995, and for each | ||||||
7 | fiscal year
beginning thereafter, 2% of the amounts collected | ||||||
8 | under those Sections
during the preceding fiscal year shall be | ||||||
9 | deposited into the Fund.
| ||||||
10 | (b) Beginning July 1, 1993, moneys in the Fund shall be | ||||||
11 | expended
exclusively for the purpose of paying refunds payable | ||||||
12 | because of overpayment
of franchise taxes, penalties, or | ||||||
13 | interest under Sections 13.70, 15.35,
15.45, 15.65, 15.75, and | ||||||
14 | 16.05 of this
Act and making transfers authorized under this | ||||||
15 | Section. Refunds in
accordance with the provisions of | ||||||
16 | subsections (f) and (g) of Section 1.15
and Section 1.17 of | ||||||
17 | this Act may be made from the Fund only to the extent that
| ||||||
18 | amounts collected under Sections 15.35, 15.45, 15.65, and | ||||||
19 | 15.75 of this Act
have been deposited in the Fund and remain | ||||||
20 | available. On or before August 31 of each year, the balance in | ||||||
21 | the Fund in excess of $100,000 shall be transferred to the | ||||||
22 | General Revenue Fund. Notwithstanding the provisions of this | ||||||
23 | subsection, for the period commencing on or after July 1, | ||||||
24 | 2022, amounts in the fund shall not be transferred to the | ||||||
25 | General Revenue Fund and shall be used to pay refunds in | ||||||
26 | accordance with the provisions of this Act. Within a |
| |||||||
| |||||||
1 | reasonable time after December 31, 2022, the Secretary of | ||||||
2 | State shall direct and the Comptroller shall order transferred | ||||||
3 | to the General Revenue Fund all amounts remaining in the fund.
| ||||||
4 | (c) This Act shall constitute an irrevocable and | ||||||
5 | continuing
appropriation from the Corporate Franchise Tax | ||||||
6 | Refund Fund for the purpose
of paying refunds upon the order of | ||||||
7 | the Secretary of State in accordance
with the provisions of | ||||||
8 | this Section.
| ||||||
9 | (d) This Section is repealed on December 31, 2024 2022 . | ||||||
10 | (Source: P.A. 101-9, eff. 6-5-19.)
| ||||||
11 | Section 10. The Benefit Corporation Act is amended by | ||||||
12 | changing Sections 1.10 and 2.01 as follows: | ||||||
13 | (805 ILCS 40/1.10)
| ||||||
14 | Sec. 1.10. Definitions. As used in this Act, unless the | ||||||
15 | context otherwise requires, the words and phrases defined in | ||||||
16 | this Section shall have the meanings set forth herein. | ||||||
17 | "Benefit corporation" means a corporation organized under | ||||||
18 | the Business Corporation Act of 1983 or a foreign benefit | ||||||
19 | corporation organized under the laws of another state, | ||||||
20 | authorized to transact business in this State, and :
| ||||||
21 | (1) which has elected to become subject to this Act; | ||||||
22 | and
| ||||||
23 | (2) whose status as a benefit corporation has not been | ||||||
24 | terminated under Section 2.10.
|
| |||||||
| |||||||
1 | "Benefit director" means either:
| ||||||
2 | (1) the director designated as the benefit director of | ||||||
3 | a benefit corporation under Section 4.05; or
| ||||||
4 | (2) a person with one or more of the powers, duties, or | ||||||
5 | rights of a benefit director to the extent provided in the | ||||||
6 | bylaws pursuant to Section 4.05.
| ||||||
7 | "Benefit enforcement proceeding" means a claim or action | ||||||
8 | for:
| ||||||
9 | (1) the failure of a benefit corporation to pursue or | ||||||
10 | create general public benefit or a specific public benefit | ||||||
11 | set forth in its articles of incorporation; or
| ||||||
12 | (2) a violation of an obligation, duty, or standard of | ||||||
13 | conduct under this Act.
| ||||||
14 | "Benefit officer" means the individual designated as the | ||||||
15 | benefit officer of a benefit corporation under Section 4.15.
| ||||||
16 | "General public benefit" means a material positive impact | ||||||
17 | on society and the environment, taken as a whole, assessed | ||||||
18 | against a third-party standard, from the business and | ||||||
19 | operations of a benefit corporation.
| ||||||
20 | "Independent" means having no material relationship with a | ||||||
21 | benefit corporation or a subsidiary of the benefit | ||||||
22 | corporation. A person serving as benefit director or benefit | ||||||
23 | officer may be considered independent. For the purposes of | ||||||
24 | this definition, a percentage of ownership in an entity shall | ||||||
25 | be calculated as if all outstanding rights to acquire equity | ||||||
26 | interests in the entity have been exercised. A material |
| |||||||
| |||||||
1 | relationship between a person and a benefit corporation or any | ||||||
2 | of its subsidiaries will be conclusively presumed to exist if:
| ||||||
3 | (1) the person is, or has been within the last 3 years, | ||||||
4 | an employee other than a benefit officer of the benefit | ||||||
5 | corporation or a subsidiary of the benefit corporation;
| ||||||
6 | (2) an immediate family member of the person is, or | ||||||
7 | has been within the last 3 years, an executive officer | ||||||
8 | other than a benefit officer of the benefit corporation or | ||||||
9 | its subsidiaries;
or | ||||||
10 | (3) there is beneficial or record ownership of 5% or | ||||||
11 | more of the outstanding shares of the benefit corporation | ||||||
12 | by:
| ||||||
13 | (A) the person; or
| ||||||
14 | (B) an entity:
| ||||||
15 | (i) of which the person is a director, an | ||||||
16 | officer, or a manager; or
| ||||||
17 | (ii) in which the person owns beneficially or | ||||||
18 | of record 5% or more of the outstanding equity | ||||||
19 | interests.
| ||||||
20 | "Minimum status vote" means that:
| ||||||
21 | (1) in the case of a corporation, in addition to any | ||||||
22 | other approval or vote required by the Business | ||||||
23 | Corporation Act of 1983, the bylaws, or the articles of | ||||||
24 | incorporation:
| ||||||
25 | (A) the shareholders of every class or series | ||||||
26 | shall be entitled to vote on the corporate action |
| |||||||
| |||||||
1 | regardless of a limitation stated in the articles of | ||||||
2 | incorporation or bylaws on the voting rights of any | ||||||
3 | class or series; and
| ||||||
4 | (B) the corporate action shall be approved by vote | ||||||
5 | of the outstanding shares of each class or series | ||||||
6 | entitled to vote by at least two-thirds of the votes | ||||||
7 | that all shareholders of the class or series are | ||||||
8 | entitled to cast on the action; and
| ||||||
9 | (2) in the case of an entity organized under the laws | ||||||
10 | of this State that is not a corporation, in addition to any | ||||||
11 | other approval, vote, or consent required by the statutory | ||||||
12 | law, if any, that principally governs the internal affairs | ||||||
13 | of the entity or any provision of the publicly filed | ||||||
14 | record or document required to form the entity, if any, or | ||||||
15 | of any agreement binding on some or all of the holders of | ||||||
16 | equity interests in the entity:
| ||||||
17 | (A) the holders of every class or series of equity | ||||||
18 | interest in the entity that are entitled to receive a | ||||||
19 | distribution of any kind from the entity shall be | ||||||
20 | entitled to vote on or consent to the action | ||||||
21 | regardless of any otherwise applicable limitation on | ||||||
22 | the voting or consent rights of any class or series; | ||||||
23 | and
| ||||||
24 | (B) the action must be approved by a vote or | ||||||
25 | consent of at least two-thirds of such holders.
| ||||||
26 | "Specific public benefit" means:
|
| |||||||
| |||||||
1 | (1) providing low-income or underserved individuals or | ||||||
2 | communities with beneficial products or services;
| ||||||
3 | (2) promoting economic opportunity for individuals or | ||||||
4 | communities beyond the creation of jobs in the ordinary | ||||||
5 | course of business;
| ||||||
6 | (3) preserving the environment;
| ||||||
7 | (4) improving human health;
| ||||||
8 | (5) promoting the arts, sciences or advancement of | ||||||
9 | knowledge;
| ||||||
10 | (6) increasing the flow of capital to entities with a | ||||||
11 | public benefit purpose; or
| ||||||
12 | (7) the accomplishment of any other particular benefit | ||||||
13 | for society or the environment.
| ||||||
14 | "Subsidiary" of a person means an entity in which the | ||||||
15 | person owns beneficially or of record 50% or more of the | ||||||
16 | outstanding equity interests. For the purposes of this | ||||||
17 | subsection, a percentage of ownership in an entity shall be | ||||||
18 | calculated as if all outstanding rights to acquire equity | ||||||
19 | interests in the entity have been exercised.
| ||||||
20 | "Third-party standard" means a standard for defining, | ||||||
21 | reporting, and assessing overall corporate, social, and | ||||||
22 | environmental performance that:
| ||||||
23 | (1) is a comprehensive assessment of the impact of the | ||||||
24 | business and the business' operations upon the | ||||||
25 | considerations listed in subdivisions (a)(1)(B) through | ||||||
26 | (a)(1)(E) of Section 4.01; |
| |||||||
| |||||||
1 | (2) is developed by an entity that has no material | ||||||
2 | financial relationship with the benefit corporation or any | ||||||
3 | of its subsidiaries; | ||||||
4 | (3) is developed by an entity that is not materially | ||||||
5 | financed by any of the following organizations and not | ||||||
6 | more than one-third of the members of the governing body | ||||||
7 | of the entity are representatives of:
| ||||||
8 | (A) associations of businesses operating in a | ||||||
9 | specific industry, the performance of whose members is | ||||||
10 | measured by the standard;
| ||||||
11 | (B) businesses from a specific industry or an | ||||||
12 | association of businesses in that industry; or
| ||||||
13 | (C) businesses whose performance is assessed | ||||||
14 | against the standard; and
| ||||||
15 | (4) is developed by an entity that:
| ||||||
16 | (A) accesses necessary and appropriate expertise | ||||||
17 | to assess overall corporate social and environmental | ||||||
18 | performance; and
| ||||||
19 | (B) uses a balanced multi-stakeholder approach, | ||||||
20 | including a public comment period of at least 30 days | ||||||
21 | to develop the standard; and
| ||||||
22 | (5) makes the following information regarding the | ||||||
23 | standard publicly available:
| ||||||
24 | (A) the factors considered when measuring the | ||||||
25 | overall social and environmental performance of a | ||||||
26 | business and the relative weight, if any, given to |
| |||||||
| |||||||
1 | each of those factors;
| ||||||
2 | (B) the identity of the directors, officers, any | ||||||
3 | material owners, and the governing body of the entity | ||||||
4 | that developed, and controls revisions to, the | ||||||
5 | standard, and the process by which
revisions to the | ||||||
6 | standard and changes to the membership of the | ||||||
7 | governing body are made; and | ||||||
8 | (C) an accounting of the sources of financial | ||||||
9 | support for the entity, with sufficient detail to | ||||||
10 | disclose any relationships that could reasonably be | ||||||
11 | considered to present a potential conflict of | ||||||
12 | interest.
| ||||||
13 | (Source: P.A. 97-885, eff. 1-1-13.) | ||||||
14 | (805 ILCS 40/2.01)
| ||||||
15 | Sec. 2.01. Formation of benefit corporations. A benefit | ||||||
16 | corporation must be formed in accordance with Article 2 of the | ||||||
17 | Business Corporation Act of 1983 or be a foreign benefit | ||||||
18 | corporation organized under the laws of another state and | ||||||
19 | authorized to transact business in this State . In addition to | ||||||
20 | the formation requirements of that Act, the articles of | ||||||
21 | incorporation of a benefit corporation must state that it is a | ||||||
22 | benefit corporation in accordance with the provisions of this | ||||||
23 | Article.
| ||||||
24 | (Source: P.A. 97-885, eff. 1-1-13.) |
| |||||||
| |||||||
1 | Section 13. The Limited Liability Company Act is amended | ||||||
2 | by adding Sections 35-22 and 45-70 as follows: | ||||||
3 | (805 ILCS 180/35-22 new) | ||||||
4 | Sec. 35-22. Revocation of termination. | ||||||
5 | (a) A limited liability company may revoke its termination | ||||||
6 | within 90 days after the effective date of termination if the | ||||||
7 | limited liability company has not begun to distribute its | ||||||
8 | assets or has not commenced a proceeding for court supervision | ||||||
9 | of its winding up under Section 35-4. | ||||||
10 | (b) The limited liability company members or managers may | ||||||
11 | revoke the termination if a majority of members or managers, | ||||||
12 | respectively, approve the revocation. | ||||||
13 | (c) Within 90 days after the termination has been revoked | ||||||
14 | by the limited liability company, articles of revocation of | ||||||
15 | termination shall be executed and filed in duplicate in | ||||||
16 | accordance with Section 5-45 and shall set forth: | ||||||
17 | (1) The name of the limited liability company. | ||||||
18 | (2) The effective date of the termination that was | ||||||
19 | revoked. | ||||||
20 | (3) A statement that the limited liability company has | ||||||
21 | not begun to distribute its assets nor has it commenced a | ||||||
22 | proceeding for court supervision of its winding up. | ||||||
23 | (4) The date the revocation of termination was
| ||||||
24 | authorized. | ||||||
25 | (5) A statement that the limited liability company |
| |||||||
| |||||||
1 | members or managers revoked the termination. | ||||||
2 | (d) When the provisions of this Section have been complied | ||||||
3 | with, the Secretary of State shall endorse the word "Filed" on | ||||||
4 | the duplicate copy of the articles of revocation of | ||||||
5 | termination. Failure of the limited liability company to file | ||||||
6 | the articles of revocation of termination within the time | ||||||
7 | period required in subsection (c) shall not be grounds for the | ||||||
8 | Secretary of State to reject the filing, but the limited | ||||||
9 | liability company filing beyond the time period shall pay a | ||||||
10 | penalty as prescribed by this Act. | ||||||
11 | (e) The revocation of termination is effective on the date | ||||||
12 | of filing thereof by the Secretary of State and shall relate | ||||||
13 | back and take effect as of the date of termination and the | ||||||
14 | limited liability company may resume carrying on business as | ||||||
15 | if termination had never occurred. | ||||||
16 | (805 ILCS 180/45-70 new) | ||||||
17 | Sec. 45-70. Reinstatement following termination. | ||||||
18 | (a) A voluntarily terminated limited liability company may | ||||||
19 | be reinstated by the Secretary of State following the date of | ||||||
20 | issuance of the notice of termination upon: | ||||||
21 | (1) The filing of an application for reinstatement. | ||||||
22 | (2) The filing with the Secretary of State by the | ||||||
23 | limited liability company of all reports then due and | ||||||
24 | theretofore becoming due. | ||||||
25 | (3) The payment to the Secretary of State of all fees |
| |||||||
| |||||||
1 | and penalties then due and theretofore becoming due. | ||||||
2 | (b) The application for reinstatement shall be executed | ||||||
3 | and filed in duplicate in accordance with Section 5-45 of this | ||||||
4 | Act and shall set forth all of the following: | ||||||
5 | (1) The name of the limited liability company at the | ||||||
6 | time of the issuance of the notice of termination. | ||||||
7 | (2) If the name is not available for use as determined | ||||||
8 | by the Secretary of State at the time of filing the | ||||||
9 | application for reinstatement, the name of the limited | ||||||
10 | liability company as changed, provided that any change of | ||||||
11 | name is properly effected under Section 1-10 and Section | ||||||
12 | 5-25 of this Act. | ||||||
13 | (3) The date of issuance of the notice of termination. | ||||||
14 | (4) The address, including street and number or rural | ||||||
15 | route number, of the registered office of the limited | ||||||
16 | liability company upon reinstatement thereof and the name | ||||||
17 | of its registered agent at that address upon the | ||||||
18 | reinstatement of the limited liability company, provided | ||||||
19 | that any change from either the registered office or the | ||||||
20 | registered agent at the time of termination is properly | ||||||
21 | reported under Section 1-35 of this Act. | ||||||
22 | (c) When a terminated limited liability company has | ||||||
23 | complied with the provisions of the Section, the Secretary of | ||||||
24 | State shall file the application for reinstatement. | ||||||
25 | (d) Upon the filing of the application for reinstatement, | ||||||
26 | the existence of the limited liability company shall be deemed |
| |||||||
| |||||||
1 | to have continued without interruption from the date of the | ||||||
2 | issuance of the notice of termination, and the limited | ||||||
3 | liability company shall stand revived with the powers, duties, | ||||||
4 | and obligations as if it had not been terminated. All acts and | ||||||
5 | proceedings of its members, managers, officers, employees, and | ||||||
6 | agents, acting or purporting to act in that capacity, and | ||||||
7 | which would have been legal and valid but for the termination, | ||||||
8 | shall stand ratified and confirmed. | ||||||
9 | (e) Without limiting the generality of subsection (d), | ||||||
10 | upon the filing of the application for reinstatement, no | ||||||
11 | member, manager, or officer shall be personally liable for the | ||||||
12 | debts and liabilities of the limited liability company | ||||||
13 | incurred during the period of termination by reason of the | ||||||
14 | fact that the limited liability company was terminated at the | ||||||
15 | time the debts or liabilities were incurred. | ||||||
16 | Section 15. The
Uniform Limited Partnership Act (2001) is | ||||||
17 | amended by changing Section 1308 as follows: | ||||||
18 | (805 ILCS 215/1308) | ||||||
19 | Sec. 1308. Department of Business Services Special | ||||||
20 | Operations Fund. | ||||||
21 | (a) A special fund in the State Treasury is created and | ||||||
22 | shall be known as the Department of Business Services Special | ||||||
23 | Operations Fund. Moneys deposited into the Fund shall, subject | ||||||
24 | to appropriation, be used by the Department of Business |
| |||||||
| |||||||
1 | Services of the Office of the Secretary of State, hereinafter | ||||||
2 | "Department", to create and maintain the capability to perform | ||||||
3 | expedited services in response to special requests made by the | ||||||
4 | public for same day or 24 hour service. Moneys deposited into | ||||||
5 | the Fund shall be used for, but not limited to, expenditures | ||||||
6 | for personal services, retirement, Social Security, | ||||||
7 | contractual services, equipment, electronic data processing, | ||||||
8 | and telecommunications. | ||||||
9 | (b) The balance in the Fund at the end of any fiscal year | ||||||
10 | shall not exceed $600,000 and any amount in excess thereof | ||||||
11 | shall be transferred to the General Revenue Fund. | ||||||
12 | (c) All fees payable to the Secretary of State under this | ||||||
13 | Section shall be deposited into the Fund. No other fees or | ||||||
14 | charges collected under this Act shall be deposited into the | ||||||
15 | Fund. | ||||||
16 | (d) "Expedited services" means services rendered within | ||||||
17 | the same day, or within 24 hours from the time the request | ||||||
18 | therefor is submitted by the filer, law firm, service company, | ||||||
19 | or messenger physically in person or, at the Secretary of | ||||||
20 | State's discretion, by electronic means, to the Department's | ||||||
21 | Springfield Office or Chicago Office and includes requests for | ||||||
22 | certified copies and , photocopies, and certificates of | ||||||
23 | existence or abstracts of computer record made to the | ||||||
24 | Department's Springfield Office in person or by telephone, or | ||||||
25 | requests for certificates of existence or abstracts of | ||||||
26 | computer record made in person or by telephone to the |
| |||||||
| |||||||
1 | Department's Chicago Office. A request submitted by electronic | ||||||
2 | means may not be considered a request for expedited services | ||||||
3 | solely because of its submission by electronic means, unless | ||||||
4 | expedited service is requested by the filer. | ||||||
5 | (e) Fees for expedited services shall be as follows: | ||||||
6 | Merger, $200; | ||||||
7 | Certificate of limited partnership, $100; | ||||||
8 | Certificate of amendment, $100; | ||||||
9 | Reinstatement, $100; | ||||||
10 | Application for admission to transact business, $100; | ||||||
11 | Abstract Certificate of existence or abstract of | ||||||
12 | computer record, $20; | ||||||
13 | All other filings, copies of documents, annual renewal | ||||||
14 | reports, and copies of documents of canceled limited | ||||||
15 | partnerships, $50.
| ||||||
16 | (f) Filing of annual renewal reports and requests for | ||||||
17 | certificates of existence shall be made in real time only, | ||||||
18 | without expedited services available. | ||||||
19 | (Source: P.A. 100-186, eff. 7-1-18; 100-561, eff. 7-1-18; | ||||||
20 | 101-81, eff. 7-12-19.)
|