102ND GENERAL ASSEMBLY
State of Illinois
2021 and 2022
SB2375

 

Introduced 2/26/2021, by Sen. John Connor

 

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.


LRB102 17198 JLS 22654 b

FISCAL NOTE ACT MAY APPLY

 

 

A BILL FOR

 

SB2375LRB102 17198 JLS 22654 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
13registered agent thereof and the address of the registered
14office in this State of each such corporation. The Secretary
15of State shall publish such report as open data. shall furnish
16without charge a copy of such report to each recorder of this
17State, and to each member of the General Assembly and to each
18State agency or department requesting the same. The Secretary
19of State shall, upon receipt of a written request and a fee as
20determined by the Secretary, furnish such report to anyone
21else.
22    (b) (1) The Secretary of State shall publish daily a list
23of all newly formed corporations, business and not for profit,

 

 

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

 

 

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

 

 

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1taken in good faith to comply with the requirements of this
2subsection.
3(Source: P.A. 99-85, eff. 1-1-16.)
 
4    (805 ILCS 5/1.80)  (from Ch. 32, par. 1.80)
5    Sec. 1.80. Definitions. As used in this Act, unless the
6context otherwise requires, the words and phrases defined in
7this Section shall have the meanings set forth herein.
8    (a) "Corporation" or "domestic corporation" means a
9corporation subject to the provisions of this Act, except a
10foreign corporation.
11    (b) "Foreign corporation" means a corporation for profit
12organized under laws other than the laws of this State, but
13shall not include a banking corporation organized under the
14laws of another state or of the United States, a foreign
15banking corporation organized under the laws of a country
16other than the United States and holding a certificate of
17authority from the Commissioner of Banks and Real Estate
18issued pursuant to the Foreign Banking Office Act, or a
19banking corporation holding a license from the Commissioner of
20Banks and Real Estate issued pursuant to the Foreign Bank
21Representative Office Act.
22    (c) "Articles of incorporation" means the original
23articles of incorporation, including the articles of
24incorporation of a new corporation set forth in the articles
25of consolidation, and all amendments thereto, whether

 

 

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

 

 

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1for in Section 6.35.
2    (i) "Authorized shares" means the aggregate number of
3shares of all classes which the corporation is authorized to
4issue.
5    (j) "Paid-in capital" means the sum of the cash and other
6consideration received, less expenses, including commissions,
7paid or incurred by the corporation, in connection with the
8issuance of shares, plus any cash and other consideration
9contributed to the corporation by or on behalf of its
10shareholders, plus amounts added or transferred to paid-in
11capital by action of the board of directors or shareholders
12pursuant to a share dividend, share split, or otherwise, minus
13reductions as provided elsewhere in this Act. Irrespective of
14the manner of designation thereof by the laws under which a
15foreign corporation is or may be organized, paid-in capital of
16a foreign corporation shall be determined on the same basis
17and in the same manner as paid-in capital of a domestic
18corporation, for the purpose of computing license fees,
19franchise taxes and other charges imposed by this Act.
20    (k) "Net assets", for the purpose of determining the right
21of a corporation to purchase its own shares and of determining
22the right of a corporation to declare and pay dividends and
23make other distributions to shareholders is equal to the
24difference between the assets of the corporation and the
25liabilities of the corporation.
26    (l) "Registered office" means that office maintained by

 

 

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

 

 

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1through the last day of the month immediately preceding the
2next occurrence of the anniversary month of the corporation,
3except that in the case of a corporation that has established
4an extended filing month "taxable year" means that 12 month
5period commencing with the first day of the extended filing
6month through the last day of the month immediately preceding
7the next occurrence of the extended filing month.
8    (r) "Fiscal year" means the 12 month period with respect
9to which a corporation ordinarily files its federal income tax
10return.
11    (s) "Close corporation" means a corporation organized
12under or electing to be subject to Article 2A of this Act, the
13articles of incorporation of which contain the provisions
14required by Section 2.10, and either the corporation's
15articles of incorporation or an agreement entered into by all
16of its shareholders provide that all of the issued shares of
17each class shall be subject to one or more of the restrictions
18on transfer set forth in Section 6.55 of this Act.
19    (t) "Common shares" means shares which have no preference
20over any other shares with respect to distribution of assets
21on liquidation or with respect to payment of dividends.
22    (u) "Delivered", for the purpose of determining if any
23notice required by this Act is effective, means:
24        (1) transferred or presented to someone in person; or
25        (2) deposited in the United States Mail addressed to
26    the person at his, her or its address as it appears on the

 

 

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1    records of the corporation, with sufficient first-class
2    postage prepaid thereon.
3    (v) "Property" means gross assets including, without
4limitation, all real, personal, tangible, and intangible
5property.
6    (w) "Taxable period" means that 12-month period commencing
7with the first day of the second month preceding the
8corporation's anniversary month in the preceding year and
9prior to the first day of the second month immediately
10preceding its anniversary month in the current year, except
11that, in the case of a corporation that has established an
12extended filing month, "taxable period" means that 12-month
13period ending with the last day of its fiscal year immediately
14preceding the extended filing month. In the case of a newly
15formed domestic corporation or a newly registered foreign
16corporation that had not commenced transacting business in
17this State prior to obtaining authority, "taxable period"
18means that period commencing with the filing of the articles
19of incorporation or, in the case of a foreign corporation, of
20filing of the application for authority, and prior to the
21first day of the second month immediately preceding its
22anniversary month in the next succeeding year.
23    (x) "Treasury shares" mean (1) shares of a corporation
24that have been issued, have been subsequently acquired by and
25belong to the corporation, and have not been cancelled or
26restored to the status of authorized but unissued shares and

 

 

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1(2) shares (i) declared and paid as a share dividend on the
2shares referred to in clause (1) or this clause (2), or (ii)
3issued in a share split of the shares referred to in clause (1)
4or this clause (2). Treasury shares shall be deemed to be
5"issued" shares but not "outstanding" shares. Treasury shares
6may not be voted, directly or indirectly, at any meeting or
7otherwise. Shares converted into or exchanged for other shares
8of the corporation shall not be deemed to be treasury shares.
9    (y) "Gross amount of business" means gross receipts, from
10whatever source derived.
11    (z) "Open data" means data that is expressed in a
12machine-readable form and that is made freely available to the
13public under an open license, without registration
14requirement, and without any other restrictions that would
15impede its use or reuse.
16(Source: P.A. 95-368, eff. 8-23-07.)
 
17    Section 10. The General Not For Profit Corporation Act of
181986 is amended by changing Section 101.25 and by adding
19Section 115.90 as follows:
 
20    (805 ILCS 105/101.25)  (from Ch. 32, par. 101.25)
21    Sec. 101.25. Lists of corporations; exchange of
22information.
23    (a) The Secretary of State shall include in his or her
24daily publication lists of business corporations formed on

 

 

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

 

 

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

 

 

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1Illinois Public Aid Code, the Illinois Marriage and
2Dissolution of Marriage Act, the Non-Support of Spouse and
3Children Act, the Non-Support Punishment Act, the Revised
4Uniform Reciprocal Enforcement of Support Act, the Uniform
5Interstate Family Support Act, the Illinois Parentage Act of
61984, or the Illinois Parentage Act of 2015.
7    Notwithstanding any provisions in this Act to the
8contrary, the Secretary of State shall not be liable to any
9person for any disclosure of information to the Department of
10Healthcare and Family Services (formerly Illinois Department
11of Public Aid) under this subsection or for any other action
12taken in good faith to comply with the requirements of this
13subsection.
14(Source: P.A. 99-85, eff. 1-1-16.)
 
15    (805 ILCS 180/50-10)
16    Sec. 50-10. Fees.
17    (a) The Secretary of State shall charge and collect in
18accordance with the provisions of this Act and rules
19promulgated under its authority all of the following:
20        (1) Fees for filing documents.
21        (2) Miscellaneous charges.
22        (3) Fees for the sale of lists of filings and for
23    copies of any documents.
24    (b) The Secretary of State shall charge and collect for
25all of the following:

 

 

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

 

 

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1        (9.5) Filing an application for change of an assumed
2    name, $25.
3        (10) Filing an application for cancellation of an
4    assumed name, $5.
5        (11) Filing an annual report of a limited liability
6    company or foreign limited liability company, $75, if
7    filed as required by this Act, plus a penalty if
8    delinquent. Notwithstanding the foregoing, the fee for
9    filing an annual report of a limited liability company or
10    foreign limited liability company is $75 plus $50 for each
11    series for which a certificate of designation has been
12    filed pursuant to Section 37-40 of this Act and is in
13    effect on the last day of the third month preceding the
14    company's anniversary month, plus a penalty if delinquent.
15        (12) Filing an application for reinstatement of a
16    limited liability company or foreign limited liability
17    company, $200.
18        (13) Filing articles of merger, $100 plus $50 for each
19    party to the merger in excess of the first 2 parties.
20        (14) (Blank).
21        (15) Filing a statement of change of address of
22    registered office or change of registered agent, or both,
23    or filing a statement of correction, $25.
24        (16) Filing a petition for refund, $5.
25        (17) Filing a certificate of designation of a limited
26    liability company with a series pursuant to Section 37-40

 

 

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1    of this Act, $50.
2        (18) (Blank).
3        (19) Filing, amending, or cancelling a statement of
4    authority, $50.
5        (20) Filing, amending, or cancelling a statement of
6    denial, $10.
7        (21) Filing any other document, $5.
8        (22) For furnishing a copy or certified copy of any
9    document, instrument, or paper relating to a limited
10    liability company or foreign limited liability company, or
11    for a certificate, $25.
12    (c) (Blank). The Secretary of State shall charge and
13collect all of the following:
14        (1) For furnishing a copy or certified copy of any
15    document, instrument, or paper relating to a limited
16    liability company or foreign limited liability company, or
17    for a certificate, $25.
18        (2) For the transfer of information by computer
19    process media to any purchaser, fees established by rule.
20(Source: P.A. 100-561, eff. 7-1-18; 100-571, eff. 12-20-17;
21101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)
 
22    Section 99. Effective date. This Act takes effect upon
23becoming law.