HB0391 99TH GENERAL ASSEMBLY

LRB099 00126 KTG 20126 b

99TH GENERAL ASSEMBLY
State of Illinois
2015 and 2016
HB0391

Introduced , by Rep. David Harris

SYNOPSIS AS INTRODUCED:

See Index

Amends the Business Corporation Act of 1983. Removes the terms "franchise tax" and "franchise taxes" from the provisions of the Act. Repeals provisions concerning (i) franchise taxes payable by domestic and foreign corporations; (ii) the basis for computation of franchise taxes payable by domestic and foreign corporations; (iii) the rates of franchise taxes payable by domestic and foreign corporations; and (vii) computation and collection of annual franchise taxes by the Secretary of State. Makes other changes. Amends the Public Utilities Act, the State Housing Act, and the Illinois Vehicle Code by changing all references to franchise taxes imposed under the Business Corporation Act of 1983 to conform with the changes made to the Business Corporation Act of 1983 under this amendatory Act. Effective immediately.

FISCAL NOTE ACT MAY APPLY

A BILL FOR

AN ACT concerning business.

Be it enacted by the People of the State of Illinois, represented in the General Assembly:

Section 5. The Public Utilities Act is amended by changing Section 4-204 as follows:

(220 ILCS 5/4-204) (from Ch. 111 2/3, par. 4-204)

Sec. 4-204. Whenever the Commission receives notice from the Secretary of State that any domestic or foreign corporation regulated under this Act has not paid a franchise tax , license fee or penalty required under The Business Corporation Act of 1983, approved January 5, 1984, as amended, or has not paid a franchise tax payable by such corporation under any provision of the Business Corporation Act of 1983 in effect prior to the effective date of this amendatory Act of the 99th General Assembly, then the Commission shall institute proceedings for the revocation of the franchise, license, permit or right to engage in any business required under this Act or the suspension thereof until such time as the delinquent franchise tax, license fee or penalty is paid.

(Source: P.A. 84-617.)

Section 10. The State Housing Act is amended by changing Section 4 as follows:

(310 ILCS 5/4) (from Ch. 67 1/2, par. 154)

Sec. 4. Whenever three or more adult persons, citizens of the United States of America, at least two of whom shall be citizens of this State, shall desire to form a corporation under this act, on a limited-dividend basis, they shall sign, acknowledge and verify under oath, before some officer competent to take acknowledgment of deeds, a statement of incorporation setting forth the following:

(1) The name of the corporation.

(2) The address, including street and number, if any, of its initial registered office in this State; and the name of its initial registered agent at such address.

(3) The period of duration, which may be perpetual.

(4) The name and address, including street and number, if any, of each incorporator.

(5) The purpose or purposes for which the corporation is organized.

(6) The aggregate number of shares which the corporation shall have authority to issue; also, if said shares are to consist of one class only, the par value of each of said shares, or a statement that all of said shares are without par value; or, if said shares are to be divided into classes, the number of shares of each class, if any, that are to have a par value and the par value of each share of each such class, and the number of shares of each class, if any, that are to be without par value.

(7) If the shares are to be divided into classes, the designation of each class and a statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the shares of each class.

(8) If the corporation is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences as between different series in so far as the same are to be fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series.

(9) The number and class of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration to be received by the corporation therefor, which shall be not less than $1,000. If shares of more than one class are to be issued, the consideration for shares of each class shall be separately stated.

(10) The number of directors to be elected at the first meeting of shareholders.

(11) Any provision which the incorporators may choose to insert limiting or denying to shareholders the preemptive right to acquire additional shares, whether then or thereafter authorized, of the corporation.

(12) Any provisions, not inconsistent with law, which the incorporators may choose to insert, for the regulation of the internal affairs of the corporation.

(13) An estimate, expressed in dollars, of the value of all the property to be owned by the corporation for the following year, wherever located, and an estimate of the value of the property to be located within this State during such year, and an estimate, expressed in dollars, of the gross amount of business which will be transacted by it during such year and an estimate of the gross amount thereof which will be transacted by it at or from places of business in this State during such year. If all the property of the corporation is to be located in this State and all of its business is to be transacted at or from places of business in this State, or if the incorporators elect to pay the initial franchise tax on the basis of its entire stated capital and paid-in surplus, then the information required by this sub-paragraph need not be set forth in the articles of incorporation.

(14) A statement that the corporation will not commence business until at least $1,000 has been received as consideration for the issuance of shares.

(15) A provision that no real property of the corporation will be sold, transferred or assigned except under and pursuant to the provisions of this act.

Whenever three or more adult persons, citizens of the United States of America, at least two of whom shall be citizens of this State, shall desire to form a corporation under this act on a not-for-profit basis, they shall sign, acknowledge and verify under oath, before some officer competent to take acknowledgment of deeds, articles of incorporation setting forth the following:

(1) The name of the corporation.

(2) The purpose or purposes for which the corporation is organized.

(3) The period of duration, which may be perpetual.

(4) The name and address of each incorporator.

(5) The number of directors constituting the first board of directors, and the name and address of each such director.

(6) The address of its initial registered office in this State, and the name of its initial registered agent at such address.

(7) Any provision which the incorporators may choose to insert limiting, enlarging or denying the right of the members or any class or classes of members, to vote.

(8) Any provisions, not inconsistent with law, which the incorporators may choose to insert for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation.

(9) A provision that no real property of the corporation shall be sold, transferred or assigned except under and pursuant to the provisions of this act.

(Source: P.A. 76-1176.)

Section 15. The Illinois Vehicle Code is amended by changing Sections 18a-200 and 18c-1704 as follows:

(625 ILCS 5/18a-200) (from Ch. 95 1/2, par. 18a-200)

Sec. 18a-200. General powers and duties of Commission. The Commission shall:

(1) Regulate commercial vehicle relocators and their employees or agents in accordance with this Chapter and to that end may establish reasonable requirements with respect to proper service and practices relating thereto;

(2) Require the maintenance of uniform systems of accounts, records and the preservation thereof;

(3) Require that all drivers and other personnel used in relocation be employees of a licensed relocator;

(4) Regulate equipment leasing to and by relocators;

(5) Adopt reasonable and proper rules covering the exercise of powers conferred upon it by this Chapter, and reasonable rules governing investigations, hearings and proceedings under this Chapter;

(6) Set reasonable rates for the commercial towing or removal of trespassing vehicles from private property. The rates shall not exceed the mean average of the 5 highest rates for police tows within the territory to which this Chapter applies that are performed under Sections 4-201 and 4-214 of this Code and that are of record at hearing; provided that the Commission shall not re-calculate the maximum specified herein if the order containing the previous calculation was entered within one calendar year of the date on which the new order is entered. Set reasonable rates for the storage, for periods in excess of 24 hours, of the vehicles in connection with the towing or removal; however, no relocator shall impose charges for storage for the first 24 hours after towing or removal. Set reasonable rates for other services provided by relocators, provided that the rates shall not be charged to the owner or operator of a relocated vehicle. Any fee charged by a relocator for the use of a credit card that is used to pay for any service rendered by the relocator shall be included in the total amount that shall not exceed the maximum reasonable rate established by the Commission. The Commission shall require a relocator to refund any amount charged in excess of the reasonable rate established by the Commission, including any fee for the use of a credit card;

(7) Investigate and maintain current files of the criminal records, if any, of all relocators and their employees and of all applicants for relocator's license, operator's licenses and dispatcher's licenses. If the Commission determines that an applicant for a license issued under this Chapter will be subjected to a criminal history records check, the applicant shall submit his or her fingerprints to the Department of State Police in the form and manner prescribed by the Department of State Police. These fingerprints shall be checked against the Department of State Police and Federal Bureau of Investigation criminal history record information databases now and hereafter filed. The Department of State Police shall charge the applicant a fee for conducting the criminal history records check, which shall be deposited in the State Police Services Fund and shall not exceed the actual cost of the records check. The Department of State Police shall furnish pursuant to positive identification, records of conviction to the Commission;

(8) Issue relocator's licenses, dispatcher's employment permits, and operator's employment permits in accordance with Article IV of this Chapter;

(9) Establish fitness standards for applicants seeking relocator licensees and holders of relocator licenses;

(10) Upon verified complaint in writing by any person, organization or body politic, or upon its own initiative may, investigate whether any commercial vehicle relocator, operator, dispatcher, or person otherwise required to comply with any provision of this Chapter or any rule promulgated hereunder, has failed to comply with any provision or rule;

(11) Whenever the Commission receives notice from the Secretary of State that any domestic or foreign corporation regulated under this Chapter has not paid a franchise tax, license fee or penalty required under the Business Corporation Act of 1983, or has not paid a franchise tax payable by such corporation under any provision of the Business Corporation Act of 1983 in effect prior to the effective date of this amendatory Act of the 99th General Assembly, institute proceedings for the revocation of the license or right to engage in any business required under this Chapter or the suspension thereof until such time as the delinquent franchise tax, license fee or penalty is paid.

(Source: P.A. 93-418, eff. 1-1-04.)

(625 ILCS 5/18c-1704) (from Ch. 95 1/2, par. 18c-1704)

Sec. 18c-1704. Sanctions. Each violation of this Chapter shall subject the violator to the following sanctions, except as otherwise provided elsewhere in this Chapter. Sanctions provided for in this Section may be imposed by the Commission only in compliance with the notice and hearing requirements of Section 18c-2102 of this Chapter.

(1) Criminal Misdemeanor Penalties. Each violation of this Chapter shall constitute a Class C misdemeanor.

(2) Civil Penalties. The Commission may assess, against any person found by it to have violated this Chapter, a civil penalty not greater than $1,000 nor less than $100 per violation. The penalty assessed by the Commission shall reflect the number and severity of violations found to have been committed. Penalties assessed by the Commission shall be enforced by any court having venue in enforcement cases under this Chapter.

(3) Cease and Desist Orders. The Commission may, where a person is found after hearing to have violated this Chapter, Commission regulations or orders, and justice requires, order the person to cease and desist from further or from any future violations. A cease and desist order may be entered on the Commission's own motion or by agreement between the parties. Orders and agreements under this Section shall be valid and enforceable for the period stated therein, not to exceed 2 years from the date the order or agreement is approved by the Commission, unless the parties stipulate otherwise. Such orders and agreements shall be enforceable in any court of this State having venue and jurisdiction in enforcement actions under this Chapter. Failure to comply with a Commission cease and desist order shall constitute a violation of this Chapter separate and apart from any underlying violations.

(4) Stipulated Settlements.

(a) General Provisions. The Commission may accept a reasonable monetary settlement, suspension or revocation of a license or registration, or any other reasonable terms stipulated between the respondent and staff, with or without a finding of violations.

(b) Presumption of Reasonableness. Such stipulations shall be presumed reasonable. Unless the terms of a stipulation exceed such parameters as the Commission may establish, this presumption is rebuttable only by evidence of record at hearing.

(c) Parameters. Parameters for settlement shall be based on type of violation; severity, as measured by revenues from unlawful activities; and number of violations. Minimum settlement amounts may be established.

(d) Orders. Orders suspending proposed settlements shall cite reasons for suspension which are specific to the case. Orders rejecting proposed settlements shall recite the grounds on which the settlements are found to be unreasonable and describe the evidence which supports such findings.

(5) Injunctive Relief. Any court with jurisdiction and venue for purposes of enforcing this Chapter shall have the power to enjoin any person from committing violations of this Chapter. Suit for penalties shall not be a prerequisite to injunctive relief. No bond shall be required when injunctive relief is granted at the request of the Commission.

(6) Suspension or Revocation of Licenses and Registrations.

(a) Availability of Suspension and Revocation as Sanctions. Violation of this Chapter by a motor carrier of property or passengers shall, in addition to other sanctions provided herein, subject the violator to suspension or revocation of any or all Commission licenses and registrations. The Commission may impose the sanctions of suspension and revocation. Where the violation is failure of a motor carrier of property or passengers to have in effect and file proof of continuous insurance coverage in accordance with this Chapter, Commission regulations and orders, the license or registration or both may be suspended by telephonic or telegraphic directive, confirmed by certified or registered mail or personal service, pending final disposition of revocation proceedings.

(b) Suspension Pending Adjudication. Where the violation is failure of a motor carrier of property to pay a franchise or franchise renewal fee, the license or registration or both may be suspended by certified or registered mail or personally served directive, pending final disposition of revocation proceedings.

(c) Special Revocation Procedures.

(i) Notice. The Commission shall serve notice upon all persons who have failed to pay a franchise tax, license fee, or penalty required under the Business Corporation Act of 1983, or who have failed to pay a franchise tax payable by such persons under any provision of the Business Corporation Act of 1983 in effect prior to the effective date of this amendatory Act of the 99th General Assembly, or who have failed to comply with this Chapter, Commission regulations and orders, regarding the filing of proof of continuous insurance or bond coverage, the payment of periodic fees, the filing of periodic reports, the payment of civil penalties, or the filing of rates to the full extent of a carrier's authority. The notice shall advise such person of the apparent violations and state that, unless the Commission receives a written request for hearing or extension of time within 30 days from the date the notice is served, the person's license or registration will be revoked by operation of law without further action by the Commission.

(ii) Extensions of Time. The Commission may grant one extension of time not exceeding 60 days where the extension will not endanger the public.

(iii) Request for Hearing. If a timely written request for hearing is received, no further action shall be taken until the requirements of Section 18c-2102 of this Chapter have been satisfied.

(iv) Revocation by Operation of Law. If, at the expiration of the applicable time period, the person has not complied with the pertinent requirements, and a written request for hearing has not been received, the person will be deemed to have waived hearing and the license or registration shall be revoked by operation of law without further action by the Commission as if the Commission has served an order on the date following expiration revoking the license or registration.

(7) Probation. The Commission may probate the imposition of any of the sanctions set forth in this Section.

(Source: P.A. 88-415.)

Section 20. The Business Corporation Act of 1983 is amended by changing Sections 1.17, 1.70, 1.80, 2.10, 9.05, 9.20, 12.20, 12.35, 12.45, 13.15, 13.45, 13.50, 13.60, 13.70, 14.01, 14.05, 14.15, 14.20, 14.25, 14.30, 14.35, 15.05, 15.50, 15.85, 15.90, 15.97, and 16.05 and the heading of Article 15 as follows:

(805 ILCS 5/1.17) (from Ch. 32, par. 1.17)

Sec. 1.17. Petition for refund or adjustment of license fee, franchise tax, penalty, or interest.

(a) Any domestic corporation or foreign corporation having authority to transact business in this State may petition the Secretary of State for a refund or adjustment of license fee, franchise tax, penalty, or interest claimed to have been erroneously paid or claimed to be payable, subject however to the following limitations:

(1) No refund shall be made unless a petition for such shall have been filed in accordance with Section 1.10 of this Act within three years after the amount to be refunded was paid;

(2) No adjustment of any license fee, franchise tax, penalty, or interest shall be made unless a petition for such shall have been made within three years after the amount to be adjusted should have been paid;

(3) If the refund or adjustment claimed is based upon an instrument filed with the Secretary of State which contained a misstatement of fact, typographical error, error of transcription or other error or defect, no refund or adjustment of any license fee, franchise tax, penalty, or interest shall be made unless a statement of correction has been filed in accordance with Section 1.15 of this Act.

(b) The petition for refund or adjustment shall be executed in accordance with Section 1.10 of this Act and shall set forth:

(1) The name of the corporation and the state or country under the laws of which it is organized.

(2) The amount and nature of the claim.

(3) The details of each transaction and all facts upon which the petitioner relies.

(4) Any other information required by rule.

(c) If the Secretary of State determines that any license fee, franchise tax, penalty, or interest is incorrect, in whole or in part, he or she shall adjust the amount to be paid or shall refund to the corporation any amount paid in excess of the proper amount; provided, however, that no refund shall be made for an amount less than $200 and any refund in excess of that amount shall be reduced by $200, and provided further, that such refund shall be made without payment of interest.

(Source: P.A. 91-464, eff. 1-1-00.)

(805 ILCS 5/1.70) (from Ch. 32, par. 1.70)

Sec. 1.70. Miscellaneous applications.

(a) Application to existing corporations organized under general laws. The provisions of this Act shall apply to all existing corporations, including public utility corporations, organized under any general law of this State providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under this Act.

(b) Application to existing corporations organized under special Acts. All corporations, including public utility corporations, heretofore organized for profit under any special law of this State, for a purpose or purposes for which a corporation might be organized under this Act, shall be entitled to the rights, privileges, immunities, and franchises provided by this Act.

(c) Application of Act to domestic railroad corporations. Corporations organized under the laws of this State for the purpose of operating any railroad in this State shall be subject to the following provisions of this Act regardless of whether or not such corporations have been reincorporated under provisions of this Act:

(1) Section 3.10(m), relating to the donations for the public welfare or for charitable, scientific, religious or educational purposes.

(2) Sections 12.05, 12.10, 12.15, 12.20, 12.25 and 12.30, relating to voluntary dissolution.

(3) Sections 12.35, 12.40, 12.45 and 12.50(a), relating to administrative or judicial dissolution.

(4) Section 12.80 relating to survival of remedy after dissolution.

(5) Sections 14.05 and 14.10 relating to annual report of domestic corporations.

(6) Section 14.20 relating to reports of domestic corporations with respect to issuance of shares.

(7) Sections 16.50 and 16.10 relating to penalties for failure to file reports.

(8) Sections 1.05, 1.10, 1.20, 1.25, 1.35, 1.40, 1.45, 7.10, 7.20, 8.45, 15.05, 15.10, 15.15, 15.20, 15.25, 15.30, 15.35, 15.40, 15.45, 15.50, 15.80 and 15.85 relating to fees for filing documents and issuing certificates, license fees, franchise taxes, and miscellaneous charges payable by domestic corporations, waiver of notice, action by shareholders, and or informal action by directors, appeal from Secretary of State, receipt in evidence of certificates and certified copies of certain document forms, and powers of Secretary of State.

Corporations organized under the provisions of this Act, or which were organized under the provisions of any other general or special laws of this State and later reincorporated under the provisions of this Act, for the purpose of operating any railroad in this State, shall be entitled to the rights, privileges, immunities, and franchises provided by this Act and shall be in all respects governed by this Act unless otherwise specified herein.

(d) Application to co-operative associations. Any corporation organized under any general or special law of this State as a co-operative association shall be entitled to the benefits of this Act and shall be subject to all the provisions hereof, in so far as they are not in conflict with the general law or special Act under which it was organized, upon the holders of two-thirds of its outstanding shares having voted to accept the benefits of this Act and to be subject to all the provisions hereof, except in so far as they may be in conflict with the general or special law under which it was organized, and the filing in the office of the Secretary of State of a certificate setting forth such fact. Such certificate shall be executed by such co-operative association by its president or vice-president, and verified by him or her, attested by its secretary or an assistant secretary. The notice of the meeting at which such vote is taken, which may be either an annual or a special meeting of shareholders, shall set forth that a vote will be taken at such meeting on the acceptance by such co-operative association of the provisions of this Act.

(e) Application of Act in certain cases. Nothing contained in this Act shall be held or construed to:

(1) Authorize or permit the Illinois Central Railroad Company to sell the railway constructed under its charter approved February 10, 1851, or to mortgage the same except subject to the rights of the State under its contract with said company, contained in its said charter, or to dissolve its corporate existence, or to relieve itself or its corporate property from its obligations to the State, under the provisions of said charter; nor shall anything herein contained be so construed as to in any manner relieve or discharge any railroad company, organized under the laws of this State, from the duties or obligations imposed by virtue of any statute now in force or hereafter enacted.

(2) Alter, modify, release, or impair the rights of this State as now reserved to it in any railroad charter heretofore granted, or to affect in any way the rights or obligations of any railroad company derived from or imposed by such charter.

(3) Alter, modify, or repeal any of the provisions of the Public Utilities Act. The term "public utility" or "public utilities" as used in this Act shall be the same as defined in the Public Utilities Act.

(f) Application of Act to foreign and interstate commerce. The provisions of this Act shall apply to commerce with foreign nations and among the several states only in so far as the same may be permitted under the provisions of the Constitution of the United States.

(g) Requirement before incorporation of trust company. Articles of incorporation for the organization of a corporation for the purpose of accepting and executing trusts shall not be filed by the Secretary of State until there is delivered to him or her a statement executed by the Commissioner of Banks and Real Estate that the incorporators of the corporation have made arrangements with the Commissioner of Banks and Real Estate to comply with the Corporate Fiduciary Act.

(h) Application of certain existing acts. Corporations organized under the laws of this State for the purpose of accepting and executing trusts shall be subject to the provisions of the Corporate Fiduciary Act.

Corporations organized for the purpose of building, operating, and maintaining within this State any levee, canal, or tunnel for agricultural, mining, or sanitary purposes, shall be subject to the provisions of the Corporation Canal Construction Act.

In any profession or occupation licensed by the Illinois Department of Agriculture, the Department may, in determining financial ratios and allowable assets, disregard notes and accounts receivable to the corporate licensee from its officers or directors or a parent or subsidiary corporation of such licensee or any receivable owing to a licensee corporation from an unincorporated division of the licensee or any share subscription right owing to a corporation from its shareholders.

(Source: P.A. 96-1121, eff. 1-1-11.)

(805 ILCS 5/1.80) (from Ch. 32, par. 1.80)

Sec. 1.80. Definitions. As used in this Act, unless the context otherwise requires, the words and phrases defined in this Section shall have the meanings set forth herein.

(a) "Corporation" or "domestic corporation" means a corporation subject to the provisions of this Act, except a foreign corporation.

(b) "Foreign corporation" means a corporation for profit organized under laws other than the laws of this State, but shall not include a banking corporation organized under the laws of another state or of the United States, a foreign banking corporation organized under the laws of a country other than the United States and holding a certificate of authority from the Commissioner of Banks and Real Estate issued pursuant to the Foreign Banking Office Act, or a banking corporation holding a license from the Commissioner of Banks and Real Estate issued pursuant to the Foreign Bank Representative Office Act.

(c) "Articles of incorporation" means the original articles of incorporation, including the articles of incorporation of a new corporation set forth in the articles of consolidation, and all amendments thereto, whether evidenced by articles of amendment, articles of merger, articles of exchange, statement of correction affecting articles, resolution establishing series of shares or a statement of cancellation under Section 9.05. Restated articles of incorporation shall supersede the original articles of incorporation and all amendments thereto prior to the effective date of filing the articles of amendment incorporating the restated articles of incorporation.

(d) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation.

(e) "Incorporator" means one of the signers of the original articles of incorporation.

(f) "Shares" means the units into which the proprietary interests in a corporation are divided.

(g) "Shareholder" means one who is a holder of record of shares in a corporation.

(h) "Certificate" representing shares means a written instrument executed by the proper corporate officers, as required by Section 6.35 of this Act, evidencing the fact that the person therein named is the holder of record of the share or shares therein described. If the corporation is authorized to issue uncertificated shares in accordance with Section 6.35 of this Act, any reference in this Act to shares represented by a certificate shall also refer to uncertificated shares and any reference to a certificate representing shares shall also refer to the written notice in lieu of a certificate provided for in Section 6.35.

(i) "Authorized shares" means the aggregate number of shares of all classes which the corporation is authorized to issue.

(j) "Paid-in capital" means the sum of the cash and other consideration received, less expenses, including commissions, paid or incurred by the corporation, in connection with the issuance of shares, plus any cash and other consideration contributed to the corporation by or on behalf of its shareholders, plus amounts added or transferred to paid-in capital by action of the board of directors or shareholders pursuant to a share dividend, share split, or otherwise, minus reductions as provided elsewhere in this Act. Irrespective of the manner of designation thereof by the laws under which a foreign corporation is or may be organized, paid-in capital of a foreign corporation shall be determined on the same basis and in the same manner as paid-in capital of a domestic corporation, for the purpose of computing license fees, franchise taxes and other charges imposed by this Act.

(k) "Net assets", for the purpose of determining the right of a corporation to purchase its own shares and of determining the right of a corporation to declare and pay dividends and make other distributions to shareholders is equal to the difference between the assets of the corporation and the liabilities of the corporation.

(l) "Registered office" means that office maintained by the corporation in this State, the address of which is on file in the office of the Secretary of State, at which any process, notice or demand required or permitted by law may be served upon the registered agent of the corporation.

(m) "Insolvent" means that a corporation is unable to pay its debts as they become due in the usual course of its business.

(n) "Anniversary" means that day each year exactly one or more years after:

(1) the date of filing the articles of incorporation prescribed by Section 2.10 of this Act, in the case of a domestic corporation;

(2) the date of filing the application for authority prescribed by Section 13.15 of this Act, in the case of a foreign corporation; or

(3) the date of filing the articles of consolidation prescribed by Section 11.25 of this Act in the case of a consolidation, unless the plan of consolidation provides for a delayed effective date, pursuant to Section 11.40.

(o) "Anniversary month" means the month in which the anniversary of the corporation occurs.

(p) "Extended filing month" means the month (if any) which shall have been established in lieu of the corporation's anniversary month in accordance with Section 14.01.

(q) "Taxable year" means that 12 month period commencing with the first day of the anniversary month of a corporation through the last day of the month immediately preceding the next occurrence of the anniversary month of the corporation, except that in the case of a corporation that has established an extended filing month "taxable year" means that 12 month period commencing with the first day of the extended filing month through the last day of the month immediately preceding the next occurrence of the extended filing month.

(r) "Fiscal year" means the 12 month period with respect to which a corporation ordinarily files its federal income tax return.

(s) "Close corporation" means a corporation organized under or electing to be subject to Article 2A of this Act, the articles of incorporation of which contain the provisions required by Section 2.10, and either the corporation's articles of incorporation or an agreement entered into by all of its shareholders provide that all of the issued shares of each class shall be subject to one or more of the restrictions on transfer set forth in Section 6.55 of this Act.

(t) "Common shares" means shares which have no preference over any other shares with respect to distribution of assets on liquidation or with respect to payment of dividends.

(u) "Delivered", for the purpose of determining if any notice required by this Act is effective, means:

(1) transferred or presented to someone in person; or

(2) deposited in the United States Mail addressed to the person at his, her or its address as it appears on the records of the corporation, with sufficient first-class postage prepaid thereon.

(v) "Property" means gross assets including, without limitation, all real, personal, tangible, and intangible property.

(w) "Taxable period" means that 12-month period commencing with the first day of the second month preceding the corporation's anniversary month in the preceding year and prior to the first day of the second month immediately preceding its anniversary month in the current year, except that, in the case of a corporation that has established an extended filing month, "taxable period" means that 12-month period ending with the last day of its fiscal year immediately preceding the extended filing month. In the case of a newly formed domestic corporation or a newly registered foreign corporation that had not commenced transacting business in this State prior to obtaining authority, "taxable period" means that period commencing with the filing of the articles of incorporation or, in the case of a foreign corporation, of filing of the application for authority, and prior to the first day of the second month immediately preceding its anniversary month in the next succeeding year.

(x) "Treasury shares" mean (1) shares of a corporation that have been issued, have been subsequently acquired by and belong to the corporation, and have not been cancelled or restored to the status of authorized but unissued shares and (2) shares (i) declared and paid as a share dividend on the shares referred to in clause (1) or this clause (2), or (ii) issued in a share split of the shares referred to in clause (1) or this clause (2). Treasury shares shall be deemed to be "issued" shares but not "outstanding" shares. Treasury shares may not be voted, directly or indirectly, at any meeting or otherwise. Shares converted into or exchanged for other shares of the corporation shall not be deemed to be treasury shares.

(y) "Gross amount of business" means gross receipts, from whatever source derived.

(Source: P.A. 95-368, eff. 8-23-07.)

(805 ILCS 5/2.10) (from Ch. 32, par. 2.10)

Sec. 2.10. Articles of Incorporation. The articles of incorporation shall be executed and filed in duplicate in accordance with Section 1.10 of this Act.

(a) The articles of incorporation must set forth:

(1) a corporate name for the corporation that satisfies the requirements of this Act;

(2) the purpose or purposes for which the corporation is organized, which may be stated to be, or to include, the transaction of any or all lawful businesses for which corporations may be incorporated under this Act;

(3) the address of the corporation's initial registered office and the name of its initial registered agent at that office;

(4) the name and address of each incorporator;

(5) the number of shares of each class the corporation is authorized to issue;

(6) the number and class of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration to be received, less expenses, including commissions, paid or incurred in connection with the issuance of shares, by the corporation therefor. If shares of more than one class are to be issued, the consideration for shares of each class shall be separately stated;

(7) if the shares are divided into classes, the designation of each class and a statement of the designations, preferences, qualifications, limitations, restrictions, and special or relative rights with respect to the shares of each class; and

(8) if the corporation may issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences of the different series, if the same are fixed in the articles of incorporation, or a statement of the authority vested in the board of directors to establish series and determine the variations in the relative rights and preferences of the different series.

(b) The articles of incorporation may set forth:

(1) the names and addresses of the individuals who are to serve as the initial directors;

(2) provisions not inconsistent with law with respect to:

(i) managing the business and regulating the affairs of the corporation;

(ii) defining, limiting, and regulating the rights, powers and duties of the corporation, its officers, directors and shareholders;

(iii) authorizing and limiting the preemptive right of a shareholder to acquire shares, whether then or thereafter authorized;

(iv) an estimate, expressed in dollars, of the value of all the property to be owned by the corporation for the following year, wherever located, and an estimate of the value of the property to be located within this State during such year, and an estimate, expressed in dollars, of the gross amount of business which will be transacted by it during such year and an estimate of the gross amount thereof which will be transacted by it at or from places of business in this State during such year; or

(v) superseding any provision of this Act that requires for approval of corporate action a two-thirds vote of the shareholders by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote on the matter and not less than a majority of the outstanding shares of each class of shares entitled to vote as a class on the matter.

(3) a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that the provision does not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of this Act, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring before the date when the provision becomes effective.

(4) any provision that under this Act is required or permitted to be set forth in the articles of incorporation or by-laws.

(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this Act.

(d) The duration of a corporation is perpetual unless otherwise specified in the articles of incorporation.

(e) (Blank) If the data to which reference is made in subparagraph (iv) of paragraph (2) of subsection (b) of this Section is not included in the articles of incorporation, the franchise tax provided for in this Act shall be computed on the basis of the entire paid-in capital as set forth pursuant to paragraph (6) of subsection (a) of this Section, until such time as the data to which reference is made in subparagraph (iv) of paragraph (2) of subsection (b) is provided in accordance with either Section 14.05 or Section 14.25 of this Act.

When the provisions of this Section have been complied with, the Secretary of State shall file the articles of incorporation.

(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)

(805 ILCS 5/9.05) (from Ch. 32, par. 9.05)

Sec. 9.05. Power of corporation to acquire its own shares.

(a) A corporation may acquire its own shares, subject to limitations set forth in Section 9.10 of this Act.

(b) If a corporation acquires its own shares after the effective date of this amendatory Act of 1993, the shares constitute treasury shares until cancelled as provided by subsection (d) of this Section.

(c) A corporation shall file a report under Section 14.25 of this Act in the case of its acquisition of its own shares that occurs either prior to January 1, 1991 or on or prior to the last day of the third month immediately preceding the corporation's anniversary month in 1991. A corporation shall file a report under Section 14.30 of this Act in the case of its acquisition and cancellation of its own shares that occurs after both December 31, 1990 and the last day of such third month. However, if the articles of incorporation provide that the number of authorized shares is reduced by an acquisition and cancellation of shares, then the corporation shall, within 60 days after the date of acquisition, execute and file in duplicate in accordance with Section 1.10 of this Act, a statement of cancellation which sets forth:

(1) The name of the corporation.

(2) The aggregate number of shares which the corporation has authority to issue, itemized by classes and series, if any, within a class before giving effect to the cancellation.

(3) The aggregate number of issued shares, itemized by classes and series, if any, within a class before giving effect to the cancellation.

(4) The number of shares cancelled, itemized by classes and series, if any, within a class.

(5) The aggregate number of shares which the corporation has the authority to issue, itemized by classes and series, if any, within a class after giving effect to the cancellation.

(6) The aggregate number of issued shares, itemized by classes and series, if any, within a class, after giving effect to the cancellation.

(7) A statement, expressed in dollars, of the amount of the paid-in capital of the corporation before giving effect to the cancellation.

(8) A statement, expressed in dollars, of the amount of the paid-in capital of the corporation after giving effect to the cancellation.

Upon the filing of the statement of cancellation by the Secretary of State, the paid-in capital of the corporation shall be deemed to be reduced by that part of the paid-in capital which was, at the time of the cancellation, represented by the shares so cancelled, to the extent of the cost from the paid-in capital of the reacquired and cancelled shares or a lesser amount as may be elected by the corporation, and the statement of cancellation shall operate as an amendment to the articles of incorporation so as to reduce the number of authorized shares by the number of shares so cancelled.

(d) A corporation, by resolution of the board of directors, may cancel any of its treasury shares. When cancelled, the shares shall constitute authorized but unissued shares unless the articles of incorporation provide that the shares shall not be reissued, in which case the number of authorized shares shall be reduced by the number of shares cancelled.

(e) (Blank) Until the report required by subsection (c) of this Section, or the report required by Section 14.25 or Section 14.30 of this Act reporting a reduction in paid-in capital, shall have been filed in the office of the Secretary of State, the basis of the annual franchise tax payable by the corporation shall not be reduced, provided, however, in no event shall the annual franchise tax for any taxable year be reduced if such report is not filed prior to the first day of the anniversary month or, in the case of a corporation which has established an extended filing month, the extended filing month of that taxable year and before payment of its annual franchise tax.

(Source: P.A. 94-605, eff. 1-1-06.)

(805 ILCS 5/9.20)

Sec. 9.20. Reduction of paid-in capital.

(a) A corporation may reduce its paid-in capital:

(1) by resolution of its board of directors by charging against its paid-in capital (i) the paid-in capital represented by shares acquired and cancelled by the corporation as permitted by law, to the extent of the cost from the paid-in capital of the reacquired and cancelled shares or a lesser amount as may be elected by the corporation, (ii) dividends paid on preferred shares, or (iii) distributions as liquidating dividends; or

(2) pursuant to an approved reorganization in bankruptcy that specifically directs the reduction to be effected.

(b) Notwithstanding anything to the contrary contained in this Act, at no time shall the paid-in capital be reduced to an amount less than the aggregate par value of all issued shares having a par value.

(c) (Blank) Until the report under Section 14.30 has been filed in the Office of the Secretary of State showing a reduction in paid-in capital, the basis of the annual franchise tax payable by the corporation shall not be reduced; provided, however, that in no event shall the annual franchise tax for any taxable year be reduced if the report is not filed prior to the first day of the anniversary month or, in the case of a corporation that has established an extended filing month, the extended filing month of the corporation of that taxable year and before payment of its annual franchise tax.

(d) A corporation that reduced its paid-in capital after December 31, 1986 by one or more of the methods described in subsection (a) may report the reduction pursuant to Section 14.30, subject to the restrictions of subsections (b) and (c) of this Section.

(e) Nothing in this Section shall be construed to forbid any reduction in paid-in capital to be effected under Section 9.05 of this Act.

(f) In the case of a vertical merger, the paid-in capital of a subsidiary may be eliminated if either (1) it was created, totally funded, and wholly owned by the parent or (2) the amount of the parent's investment in the subsidiary was equal to or exceeded the subsidiary's paid-in capital.

(Source: P.A. 94-605, eff. 1-1-06.)

(805 ILCS 5/12.20) (from Ch. 32, par. 12.20)

Sec. 12.20. Articles of dissolution.

(a) When a voluntary dissolution has been authorized as provided by this Act, articles of dissolution shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth:

(1) The name of the corporation.

(2) The date dissolution was authorized.

(3) A post-office address to which may be mailed a copy of any process against the corporation that may be served on the Secretary of State.

(4) A statement of the aggregate number of issued shares of the corporation itemized by classes and series, if any, within a class, as of the date of execution.

(5) A statement of the amount of paid-in capital of the corporation as of the date of execution.

(6) Such additional information as may be necessary or appropriate in order to determine any unpaid fees or franchise taxes payable by such corporation as in this Act prescribed or any unpaid franchise taxes payable by such corporation under the law in effect prior to the effective date of this amendatory Act of the 99th General Assembly.

(7) Where dissolution is authorized pursuant to Section 12.05, a statement that a majority of incorporators or majority of directors, as the case may be, have consented to the dissolution and that all provisions of Section 12.05 have been complied with.

(8) Where dissolution is authorized pursuant to Section 12.10, a statement that the holders of all the outstanding shares entitled to vote on dissolution have consented thereto.

(9) Where dissolution is authorized pursuant to Section 12.15, a statement that a resolution proposing dissolution has been adopted at a meeting of shareholders by the affirmative vote of the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such resolution as provided by the articles of incorporation.

(b) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of dissolution.

(c) The dissolution is effective on the date of the filing of the articles thereof by the Secretary of State.

(Source: P.A. 92-33, eff. 7-1-01.)

(805 ILCS 5/12.35) (from Ch. 32, par. 12.35)

Sec. 12.35. Grounds for administrative dissolution. The Secretary of State may dissolve any corporation administratively if:

(a) It has failed to file its annual report or final transition annual report and pay its franchise tax as required by this Act before the first day of the anniversary month or, in the case of a corporation which has established an extended filing month, the extended filing month of the corporation of the year in which such annual report becomes due and such franchise tax becomes payable;

(b) it has failed to file in the office of the Secretary of State any report after the expiration of the period prescribed in this Act for filing such report;

(c) it has failed to pay any fees, franchise taxes, or charges prescribed by this Act;

(d) it has misrepresented any material matter in any application, report, affidavit, or other document filed by the corporation pursuant to this Act;

(e) it has failed to appoint and maintain a registered agent in this State;

(f) it has tendered payment to the Secretary of State which is returned due to insufficient funds, a closed account, or for any other reason, and acceptable payment has not been subsequently tendered;

(g) upon the failure of an officer or director to whom interrogatories have been propounded by the Secretary of State as provided in this Act, to answer the same fully and to file such answer in the office of the Secretary of State; or

(h) if the answer to such interrogatories discloses, or if the fact is otherwise ascertained, that the proportion of the sum of the paid-in capital of such corporation represented in this State is greater than the amount on which such corporation has theretofore paid fees and franchise taxes, and the deficiency therein is not paid.

(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)

(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)

(Text of Section before amendment by P.A. 98-776)

Sec. 12.45. Reinstatement following administrative dissolution.

(a) A domestic corporation administratively dissolved under Section 12.40 may be reinstated by the Secretary of State following the date of issuance of the certificate of dissolution upon:

(1) The filing of an application for reinstatement.

(2) The filing with the Secretary of State by the corporation of all reports then due and theretofore becoming due.

(3) The payment to the Secretary of State by the corporation of all fees, franchise taxes, and penalties then due and theretofore becoming due.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth:

(1) The name of the corporation at the time of the issuance of the certificate of dissolution.

(2) If such name is not available for use as determined by the Secretary of State at the time of filing the application for reinstatement, the name of the corporation as changed, provided however, and any change of name is properly effected pursuant to Section 10.05 and Section 10.30 of this Act.

(3) The date of the issuance of the certificate of dissolution.

(4) The address, including street and number, or rural route number of the registered office of the corporation upon reinstatement thereof, and the name of its registered agent at such address upon the reinstatement of the corporation, provided however, that any change from either the registered office or the registered agent at the time of dissolution is properly reported pursuant to Section 5.10 of this Act.

(c) When a dissolved corporation has complied with the provisions of this Section the Secretary of State shall file the application for reinstatement.

(d) Upon the filing of the application for reinstatement, the corporate existence shall be deemed to have continued without interruption from the date of the issuance of the certificate of dissolution, and the corporation shall stand revived with such powers, duties and obligations as if it had not been dissolved; and all acts and proceedings of its officers, directors and shareholders, acting or purporting to act as such, which would have been legal and valid but for such dissolution, shall stand ratified and confirmed.

(Source: P.A. 96-328, eff. 8-11-09.)

(Text of Section after amendment by P.A. 98-776)

Sec. 12.45. Reinstatement following administrative dissolution.

(a) A domestic corporation administratively dissolved under Section 12.40 may be reinstated by the Secretary of State following the date of issuance of the certificate of dissolution upon:

(1) The filing of an application for reinstatement.

(2) The filing with the Secretary of State by the corporation of all reports then due and theretofore becoming due.

(3) The payment to the Secretary of State by the corporation of all fees, franchise taxes, and penalties then due and theretofore becoming due.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth:

(1) The name of the corporation at the time of the issuance of the certificate of dissolution.

(2) If such name is not available for use as determined by the Secretary of State at the time of filing the application for reinstatement, the name of the corporation as changed, provided however, and any change of name is properly effected pursuant to Section 10.05 and Section 10.30 of this Act.

(3) The date of the issuance of the certificate of dissolution.

(4) The address, including street and number, or rural route number of the registered office of the corporation upon reinstatement thereof, and the name of its registered agent at such address upon the reinstatement of the corporation, provided however, that any change from either the registered office or the registered agent at the time of dissolution is properly reported pursuant to Section 5.10 of this Act.

(c) When a dissolved corporation has complied with the provisions of this Section the Secretary of State shall file the application for reinstatement.

(d) Upon the filing of the application for reinstatement, the corporate existence for all purposes shall be deemed to have continued without interruption from the date of the issuance of the certificate of dissolution, and the corporation shall stand revived with such powers, duties and obligations as if it had not been dissolved; and all acts and proceedings of its shareholders, directors, officers, employees, and agents, acting or purporting to act in that capacity, and which would have been legal and valid but for such dissolution, shall stand ratified and confirmed.

(e) Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no shareholder, director, or officer shall be personally liable, under Section 8.65 of this Act or otherwise, for the debts and liabilities of the corporation incurred during the period of administrative dissolution by reason of the fact that the corporation was administratively dissolved at the time the debts or liabilities were incurred.

(Source: P.A. 98-776, eff. 1-1-15.)

(805 ILCS 5/13.15) (from Ch. 32, par. 13.15)

Sec. 13.15. Application for authority.

(a) A foreign corporation, in order to procure authority to transact business in this State, shall execute and file in duplicate an application therefor, in accordance with Section 1.10 of this Act, and shall also file a copy of its articles of incorporation and all amendments thereto, duly authenticated by the proper officer of the state or country wherein it is incorporated. Such application shall set forth:

(1) The name of the corporation, with any additions thereto required in order to comply with Section 4.05 of this Act together with the state or country under the laws of which it is organized.

(2) The date of its incorporation and the period of its duration.

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

(4) The address, including street and number, if any, of its proposed registered office in this State, and the name of its proposed registered agent in this State at such address.

(5) (Blank.)

(6) The purpose or purposes for which it was organized which it proposes to pursue in the transaction of business in this State.

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

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

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

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

(11) An estimate, expressed in dollars, of the value of all the property to be owned by it for the following year, wherever located, and an estimate of the value of the property to be located within this State during such year, and an estimate, expressed in dollars, of the gross amount of business which will be transacted by it during such year and an estimate of the gross amount thereof which will be transacted by it at or from places of business in this State during such year.

(12) In the case of telegraph, telephone, cable, railroad, or pipe line corporations, the total length of such telephone, telegraph, cable, railroad, or pipe line and the length of the line located in this State, and the total value of such line and the value of such line in this State.

(13) Such additional information as may be necessary or appropriate in order to enable the Secretary of State to determine whether such corporation is entitled to be granted authority to transact business in this State and to determine and assess the franchise taxes, fees, and charges payable as in this Act prescribed.

(b) Such application shall be made on forms prescribed and furnished by the Secretary of State.

(c) When the provisions of this Section have been complied with, the Secretary of State shall file the application for authority.

(Source: P.A. 92-33, eff. 7-1-01.)

(805 ILCS 5/13.45) (from Ch. 32, par. 13.45)

Sec. 13.45. Withdrawal of foreign corporation. A foreign corporation authorized to transact business in this State may withdraw from this State upon filing with the Secretary of State an application for withdrawal. In order to procure such withdrawal, the foreign corporation shall:

(a) execute and file in duplicate, in accordance with Section 1.10 of this Act, an application for withdrawal and a final report, which shall set forth:

(1) that no proportion of its issued shares is, on the date of the application, represented by business transacted or property located in this State;

(2) that it surrenders its authority to transact business in this State;

(3) that it revokes the authority of its registered agent in this State to accept service of process and consents that service of process in any suit, action, or proceeding based upon any cause of action arising in this State during the time the corporation was licensed to transact business in this State may thereafter be made on the corporation by service on the Secretary of State;

(4) a post-office address to which may be mailed a copy of any process against the corporation that may be served on the Secretary of State;

(5) the name of the corporation and the state or country under the laws of which it is organized;

(6) a statement of the aggregate number of issued shares of the corporation itemized by classes, and series, if any, within a class, as of the date of the final report;

(7) a statement of the amount of paid-in capital of the corporation as of the date of the final report; and

(8) such additional information as may be necessary or appropriate in order to enable the Secretary of State to determine and assess any unpaid fees or franchise taxes payable by the foreign corporation as prescribed in this Act or any unpaid franchise taxes payable by such corporation under the law in effect prior to the effective date of this amendatory Act of the 99th General Assembly; or

(b) if it has been dissolved, file a copy of the articles of dissolution duly authenticated by the proper officer of the state or country under the laws of which the corporation was organized; or

(c) if it has been the non-survivor of a statutory merger and the surviving entity was a foreign corporation or limited liability company which had not obtained authority to transact business in this State, file a copy of the articles of merger duly authenticated by the proper officer of the state or country under the laws of which the corporation or limited liability company was organized; or

(d) if it has been converted into another entity, file a copy of the articles of conversion duly authenticated by the proper officer of the state or country under the laws of which the corporation was organized.

The application for withdrawal and the final report shall be made on forms prescribed and furnished by the Secretary of State.

When the corporation has complied with subsection (a) of this Section, the Secretary of State shall file the application for withdrawal and mail a copy of the application to the corporation or its representative. If the provisions of subsection (b) of this Section have been followed, the Secretary of State shall file the copy of the articles of dissolution in his or her office.

Upon the filing of the application for withdrawal or copy of the articles of dissolution, the authority of the corporation to transact business in this State shall cease.

(Source: P.A. 98-171, eff. 8-5-13.)

(805 ILCS 5/13.50) (from Ch. 32, par. 13.50)

Sec. 13.50. Grounds for revocation of authority. The authority of a foreign corporation to transact business in this State may be revoked by the Secretary of State:

(a) Upon the failure of an officer or director to whom interrogatories have been propounded by the Secretary of State as provided in this Act, to answer the same fully and to file such answer in the office of the Secretary of State.

(b) If the answer to such interrogatories discloses, or if the fact is otherwise ascertained, that the proportion of the sum of the paid-in capital of such corporation represented in this State is greater than the amount on which such corporation has theretofore paid fees and franchise taxes, and the deficiency therein is not paid.

(c) If the corporation for a period of one year has transacted no business and has had no tangible property in this State as revealed by its annual reports.

(d) Upon the failure of the corporation to keep on file in the office of the Secretary of State duly authenticated copies of each amendment to its articles of incorporation.

(e) Upon the failure of the corporation to appoint and maintain a registered agent in this State.

(f) (Blank).

(g) Upon the failure of the corporation to file any report after the period prescribed by this Act for the filing of such report.

(h) Upon the failure of the corporation to pay any fees, franchise taxes, or charges prescribed by this Act.

(i) For misrepresentation of any material matter in any application, report, affidavit, or other document filed by such corporation pursuant to this Act.

(j) Upon the failure of the corporation to renew its assumed name or to apply to change its assumed name pursuant to the provisions of this Act, when the corporation can only transact business within this State under its assumed name in accordance with the provisions of Section 4.05 of this Act.

(k) When under the provisions of the "Consumer Fraud and Deceptive Business Practices Act" a court has found that the corporation substantially and willfully violated such Act.

(l) Upon tender of payment to the Secretary of State which is subsequently returned due to insufficient funds, a closed account, or any other reason, and acceptable payment has not been subsequently tendered.

(m) When the Secretary of State receives a copy of a memorandum of judgment relating to a judgment entered for money owed to a unit of local government or school district, together with a statement filed by its attorney that the judgment has not been satisfied and that no appeal has been filed.

(Source: P.A. 95-515, eff. 8-28-07; 96-1121, eff. 1-1-11.)

(805 ILCS 5/13.60) (from Ch. 32, par. 13.60)

Sec. 13.60. Reinstatement following revocation.

(a) A foreign corporation revoked under Section 13.55 may be reinstated by the Secretary of State following the date of issuance of the certificate of revocation upon:

(1) The filing of an application for reinstatement.

(2) The filing with the Secretary of State by the corporation of all reports then due and theretofore becoming due.

(3) The payment to the Secretary of State by the corporation of all fees, franchise taxes, and penalties then due and theretofore becoming due.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth:

(1) The name of the corporation at the time of the issuance of the certificate of revocation.

(2) If such name is not available for use as determined by the Secretary of State at the time of filing the application for reinstatement, the name of the corporation as changed; provided, however, that any change of name is properly effected pursuant to Section 13.30 and Section 13.40 of this Act.

(3) The date of the issuance of the certificate of revocation.

(4) The address, including street and number, or rural route number, of the registered office of the corporation upon reinstatement thereof, and the name of its registered agent at such address upon the reinstatement of the corporation; provided, however, that any change from either the registered office or the registered agent at the time of revocation is properly reported pursuant to Section 5.10 of this Act.

(c) When a revoked corporation has complied with the provisions of this Section, the Secretary of State shall file the application for reinstatement.

(d) Upon the filing of the application for reinstatement, the authority of the corporation to transact business in this State shall be deemed to have continued without interruption from the date of the issuance of the certificate of revocation, and the corporation shall stand revived as if its authority had not been revoked; and all acts and proceedings of its officers, directors and shareholders, acting or purporting to act as such, which would have been legal and valid but for such revocation, shall stand ratified and confirmed.

(Source: P.A. 94-605, eff. 1-1-06.)

(805 ILCS 5/13.70) (from Ch. 32, par. 13.70)

Sec. 13.70. Transacting business without authority.

(a) No foreign corporation transacting business in this State without authority to do so is permitted to maintain a civil action in any court of this State, until the corporation obtains that authority. Nor shall a civil action be maintained in any court of this State by any successor or assignee of the corporation on any right, claim or demand arising out of the transaction of business by the corporation in this State, until authority to transact business in this State is obtained by the corporation or by a corporation that has acquired all or substantially all of its assets.

(b) The failure of a foreign corporation to obtain authority to transact business in this State does not impair the validity of any contract or act of the corporation, and does not prevent the corporation from defending any action in any court of this State.

(c) A foreign corporation that transacts business in this State without authority is liable to this State, for the years or parts thereof during which it transacted business in this State without authority, in an amount equal to all fees, franchise taxes, penalties, and other charges that would have been imposed by this Act upon the corporation had it duly applied for and received authority to transact business in this State as required by this Act, but failed to pay the franchise taxes that would have been computed thereon, and thereafter filed all reports required by this Act; and, if a corporation fails to file an application for authority within 60 days after it commences business in this State, in addition thereto it is liable for a penalty of either 10% of the filing fee and , license fee and franchise taxes or $200 plus $5.00 for each month or fraction thereof in which it has continued to transact business in this State without authority therefor, whichever penalty is greater. The Attorney General shall bring proceedings to recover all amounts due this State under this Section.

(d) The Attorney General shall bring an action to restrain a foreign corporation from transacting business in this State, if the authority of the foreign corporation to transact business has been revoked under subsection (m) of Section 13.50 of this Act.

(Source: P.A. 95-515, eff. 8-28-07.)

(805 ILCS 5/14.01) (from Ch. 32, par. 14.01)

Sec. 14.01. Statement of election to establish an extended filing month.

(a) Each domestic corporation and each foreign corporation authorized to transact business in this State, having reported on its last annual report, or articles of incorporation in the case of a domestic corporation, or application for certificate of authority in the case of a foreign corporation, an amount less than 100% of its paid-in capital represented in Illinois, may make an irrevocable, one time election to establish an extended filing month for the purpose of filing annual reports for all subsequent taxable years by filing pursuant to Section 1.10 within the time prescribed by subsection (c) of this Section, a statement setting forth:

(1) The name of the corporation.

(2) The file number of the corporation as assigned by the Secretary of State.

(3) The state or country under whose laws it was organized, the date of incorporation or the date of the issuance of its certificate of authority, if a foreign corporation.

(4) The date of the fiscal year end immediately preceding this election.

(5) The extended filing month, which month may be any month in 1991 or a subsequent year which is one of the 9 months consecutively following the end of the corporation's fiscal year, except that such month may not be one of the 2 months immediately preceding the corporation's anniversary month.

Notwithstanding the foregoing, a corporation whose fiscal year ends within the 2 months immediately preceding its anniversary month may not elect an extended filing month.

(b) The statement of election shall be accompanied by an interim annual report which shall set forth, as of the date of filing of the statement, all of the information required pursuant to Section 14.05 of this Act to be included in the annual report except that the information required by subparagraph (h) of Section 14.05 shall be the amounts represented in this State as disclosed by the preceding annual report or if no annual report is on file, from information contained in the articles of incorporation of a domestic corporation or the application for certificate of authority in the case of a foreign corporation.

(c) The statement of election and interim annual report referred to in this Section, together with all fees, taxes and charges as prescribed by this Act and prorated in accordance with Section 15.45 or 15.75, shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month of the corporation in 1991 or any subsequent year. Proof to the satisfaction of the Secretary of State that prior to the first day of the anniversary month of the corporation such statement of election and interim annual report together with all fees, taxes and charges as prescribed by this Act, were deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, shall be deemed a compliance with this requirement. If the Secretary of State finds that such statement and reports conform to the requirements of this Act, he or she shall file the same. If he or she finds that they do not so conform, he or she shall promptly return the same to the corporation for any necessary corrections, in which event the penalties hereinafter prescribed for failure to file such report within the time hereinabove provided shall not apply if such statement, if applicable, and report are corrected to conform to the requirements of this Act and returned to the Secretary of State within 30 days of the date the report was returned for corrections.

(d) Subsequent to the filing of the statement of election and the interim annual report, the corporation shall file within 60 days prior to the extended filing month a final transition annual report reflecting the factual information required by Section 14.05, and must pay the appropriate fees and franchise taxes due, if any, or set forth the amount of any overpayment to be credited against any other taxes applicable under this Act which may thereafter be payable, in each case based on any difference which may exist between its interim annual report and its final transition annual report. Compliance with this Section establishes a new reporting period for documents required under Article 14 of this Act.

(Source: P.A. 86-985.)

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

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

(a) The name of the corporation.

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

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

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

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

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

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

(h) Either a statement that (1) all the property of the corporation is located in this State and all of its business is transacted at or from places of business in this State, or the corporation elects to pay the annual franchise tax on the basis of its entire paid-in capital, or (2) a statement, expressed in dollars, of the value of all the property owned by the corporation, wherever located, and the value of the property located within this State, and a statement, expressed in dollars, of the gross amount of business transacted by the corporation and the gross amount thereof transacted by the corporation at or from places of business in this State as of the close of its fiscal year on or immediately preceding the last day of the third month prior to the anniversary month or in the case of a corporation which has established an extended filing month, as of the close of its fiscal year on or immediately preceding the last day of the third month prior to the extended filing month; however, in the case of a domestic corporation that has not completed its first fiscal year, the statement with respect to property owned shall be as of the last day of the third month preceding the anniversary month and the statement with respect to business transacted shall be furnished for the period between the date of incorporation and the last day of the third month preceding the anniversary month. In the case of a foreign corporation that has not been authorized to transact business in this State for a period of 12 months and has not commenced transacting business prior to obtaining authority, the statement with respect to property owned shall be as of the last day of the third month preceding the anniversary month and the statement with respect to business transacted shall be furnished for the period between the date of its authorization to transact business in this State and the last day of the third month preceding the anniversary month. If the data referenced in item (2) of this subsection is not completed, the franchise tax provided for in this Act shall be computed on the basis of the entire paid-in capital.

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

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

The annual report shall be made on forms prescribed and furnished by the Secretary of State, and the information therein required by paragraphs (a) through (d), both inclusive, of this Section, shall be given as of the date of the execution of the annual report and the information therein required by paragraphs (e), (f) and (g) of this Section shall be given as of the last day of the third month preceding the anniversary month, except that the information required by paragraphs (e), (f) and (g) shall, in the case of a corporation which has established an extended filing month, be given in its final transition annual report and each subsequent annual report as of the close of its fiscal year immediately preceding its extended filing month. It shall be executed by the corporation by its president, a vice-president, secretary, assistant secretary, treasurer or other officer duly authorized by the board of directors of the corporation to execute those reports, and verified by him or her, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation and verified by the receiver or trustee.

(Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59, 7-1-03.)

(805 ILCS 5/14.15) (from Ch. 32, par. 14.15)

Sec. 14.15. First report of issuance of shares. The articles of incorporation of each domestic corporation shall be deemed to be the first report of the issuance of shares of such corporation. For the purpose of determining the initial franchise tax of such corporation, and for the purpose of determining the annual franchise tax thereafter until the basis therefor is changed in a manner provided in this Act, but for no other purpose, the shares which the articles of incorporation state the corporation proposes to issue without further report to the Secretary of State shall be deemed to be issued at the date of the filing of such articles of incorporation. For such purposes, but for no other purpose, the consideration which the articles of incorporation state is to be received by the corporation therefor shall be deemed to have been received by the corporation for such shares.

(Source: P.A. 86-985.)

(805 ILCS 5/14.20) (from Ch. 32, par. 14.20)

Sec. 14.20. Reports of issuance of shares and increases in paid-in capital.

(a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, after: the issuance of any share not previously reported to the Secretary of State as having been issued; an increase in the amount of its paid-in capital without the issuance of shares; an exchange or reclassification of its shares resulting in an increase in the amount of its paid-in capital; or the issuance of any shares of the acquiring corporation in a share exchange, shall execute and file in accordance with Section 1.10 of this Act, a report setting forth:

(1) The name of the corporation and the state or country under the laws of which it is organized.

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

(3) A statement of the aggregate number of issued shares as last reported to the Secretary of State in any document required by this Act to be filed, other than an annual report, itemized by classes and series, if any, within a class.

(4) A statement, expressed in dollars, of the amount of paid-in capital of the corporation as last reported to the Secretary of State in any document required by this Act to be filed, other than an annual report.

(5) A statement of the aggregate number of shares issued by the corporation not theretofore reported to the Secretary of State as having been issued, together with the date or dates of the issuance thereof, and a statement, expressed in dollars, of the value of the entire consideration received, less expenses, including commissions, paid or incurred in connection with the issuance, for, or on account of, the issuance of the shares, the statement to be itemized by classes, and series, if any, within a class; and in the case of shares issued as a share dividend, the amount added or transferred to the paid-in capital of the corporation for, or on account of, the issuance of the shares.

(6) A statement, expressed in dollars, of the amount added or transferred to paid-in capital of the corporation without the issuance of shares, together with the date or dates on which the addition or transfer was made.

(7) In case of an exchange or reclassification of issued shares resulting in an increase in the amount of paid-in capital a statement of the date or dates on which the exchange or reclassification was made and the manner in which it was effected, and a statement, expressed in dollars, of the amount added or transferred to the paid-in capital of the corporation as a result thereof, except any portion thereof reported under any other paragraph of this subsection as a part of the consideration received by the corporation for, or on account of, its issued shares.

(8) If the consideration received for the issuance of any shares not theretofore reported as having been issued consists of labor or services performed or of property, other than cash, then a statement, expressed in dollars, of the value of that consideration as fixed by the board of directors.

(9) A statement of the aggregate number of issued shares itemized by classes and series, if any, within a class, after giving effect to the changes reported.

(10) A statement, expressed in dollars, of the amount of paid-in capital of the corporation after giving effect to the changes reported.

(b) In the case of issuances of shares or increases in paid-in capital that occur either prior to January 1, 1991 or on or prior to the last day of the third month immediately preceding the corporation's anniversary month in 1991, the report shall be filed within 60 days after the issuance or increase. In the case of issuances of shares or increases that occur after both December 31, 1990 and the last day of such third month, the issuances or increases shall be reported under Section 14.30 at the time required by that Section.

(c) No additional license fees or franchise taxes shall be payable upon the filing of the report to the extent that license fees or franchise taxes shall have been previously paid by the corporation in respect of shares previously issued which are being exchanged for the shares the issuance of which is being reported, provided those facts are shown in the report.

(d) The report shall be made on forms prescribed and furnished by the Secretary of State.

(Source: P.A. 86-985; 86-1217.)

(805 ILCS 5/14.25) (from Ch. 32, par. 14.25)

Sec. 14.25. Report following merger or cancellation of shares/reduction in paid-in capital.

(a) Each domestic corporation and each foreign corporation authorized to transact business in this State that is a party to a statutory merger and is the surviving corporation, or that effects the cancellation of its shares, or that effects a reduction in its paid-in capital in connection with the cancellation of its shares, as permitted by this Act, and does not report that event to the Secretary of State by any other report required by this Act to be filed; and each domestic corporation that is the new corporation in a consolidation, shall execute and file, in accordance with Section 1.10 of this Act, a report setting forth:

(1) The name of the corporation and the state or country under the laws of which it is organized.

(2) A statement of the event.

(3) A statement of the aggregate number of issued shares of the corporation as last reported to the Secretary of State in any document required to be filed by this Act, other than an annual report, itemized by classes and series, if any, within a class.

(4) A statement of the aggregate number of issued shares of the corporation after giving effect to the change, itemized by classes, and series, if any, within a class.

(5) A statement, expressed in dollars, of the amount of paid-in capital of the corporation as last reported to the Secretary of State in any document required to be filed by this Act, other than an annual report, interim annual report or final transition annual report.

(6) A statement, expressed in dollars, of the amount of paid-in capital of the corporation after giving effect to the change.

(7) In case of a statutory merger, an estimate, expressed in dollars, of the value of all property to be owned by it for the following year, wherever located, and an estimate of the value of the property to be located within this State during that year, and an estimate, expressed in dollars, of the gross amount of business which will be transacted by it during that year and an estimate of the gross amount thereof which will be transacted by it at or from places of business in this State during that year.

(b) In the case of a statutory merger, consolidation, cancellation of shares, or reduction in paid-in capital that occurs either prior to January 1, 1991 or on or prior to the last day of the third month immediately preceding the corporation's anniversary month in 1991, the report shall be filed within 60 days after that event. In the case of a cancellation of shares or reduction in paid-in capital that occurs after both December 31, 1990 and the last day of the third month immediately preceding the corporation's anniversary month in 1991, the event shall be reported under Section 14.30 at the time required by that Section and not under this Section In the case of a statutory merger or consolidation that occurs after both December 31, 1990 and the last day of the third month immediately preceding the corporation's anniversary month in 1991, the event shall be reported under Section 14.35 at the time required by that Section and not under this Section.

(c) The report shall be made on forms prescribed and furnished by the Secretary of State.

(d) (Blank) Until the report shall have been filed in the office of the Secretary of State, the basis of the annual franchise tax payable by the corporation shall not be reduced; provided, however, in no event shall the annual franchise tax for any taxable year be reduced if the report is not filed prior to the first day of the anniversary month or the extended filing month of the corporation of that taxable year and before payment of its annual franchise tax.

(Source: P.A. 86-985; 86-1217.)

(805 ILCS 5/14.30) (from Ch. 32, par. 14.30)

Sec. 14.30. Cumulative report of changes in issued shares or paid-in capital.

(a) Each domestic corporation and each foreign corporation authorized to transact business in this State that effects any change in the number of issued shares or the amount of paid-in capital that has not theretofore been reported in any report other than an annual report, interim annual report, or final transition annual report, shall execute and file, in accordance with Section 1.10 of this Act, a report with respect to the changes in its issued shares or paid-in capital:

(1) that have occurred subsequent to the last day of the third month preceding its anniversary month in the preceding year and prior to the first day of the second month immediately preceding its anniversary month in the current year; or

(2) in the case of a corporation that has established an extended filing month, that have occurred during its fiscal year; or

(3) in the case of a statutory merger or consolidation or an amendment to the corporation's articles of incorporation that affects the number of issued shares or the amount of paid-in capital, that have occurred between the last day of the third month immediately preceding its anniversary month and the date of the merger, consolidation, or amendment or, in the case of a corporation that has established an extended filing month, that have occurred between the first day of its fiscal year and the date of the merger, consolidation, or amendment; or

(4) in the case of a statutory merger or consolidation or an amendment to the corporation's articles of incorporation that affects the number of issued shares or the amount of paid-in capital, that have occurred between the date of the merger, consolidation, or amendment (but not including the merger, consolidation, or amendment) and the first day of the second month immediately preceding its anniversary month in the current year, or in the case of a corporation that has established an extended filing month, that have occurred between the date of the merger, consolidation or amendment (but not including the merger, consolidation or amendment) and the last day of its fiscal year.

(b) The corporation shall file the report required under subsection (a) not later than (i) the time its annual report is required to be filed in 1992 and in each subsequent year and (ii) not later than the time of filing the articles of merger, consolidation, or amendment to the articles of incorporation that affects the number of issued shares or the amount of paid-in capital of a domestic corporation or the certified copy of merger of a foreign corporation.

(c) The report shall net decreases against increases that occur during the same taxable period. The report shall set forth:

(1) The name of the corporation and the state or country under the laws of which it is organized.

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

(3) A statement of the aggregate number of issued shares as last reported to the Secretary of State in any document required or permitted by this Act to be filed, other than an annual report, interim annual report or final transition annual report, itemized by classes and series, if any, within a class.

(4) A statement, expressed in dollars, of the amount of paid-in capital of the corporation as last reported to the Secretary of State in any document required or permitted by this Act to be filed, other than an annual report, interim annual report or final transition annual report.

(5) A statement, if applicable, of the aggregate number of shares issued by the corporation not theretofore reported to the Secretary of State as having been issued, and a statement, expressed in dollars, of the value of the entire consideration received, less expenses, including commissions, paid or incurred in connection with the issuance, for, or on account of, the issuance of the shares, itemized by classes, and series, if any, within a class; and in the case of shares issued as a share dividend, the amount added or transferred to the paid-in capital of the corporation for, or on account of, the issuance of the shares; provided, however, that the report shall also include the date of each issuance made prior to the current reporting period, and the number of issued shares and consideration received in each case.

(6) A statement, if applicable, expressed in dollars, of the amount added or transferred to paid-in capital of the corporation without the issuance of shares; provided, however, that the report shall also include the date of each increase made prior to the current reporting period, and the consideration received in each case.

(7) In case of an exchange or reclassification of issued shares resulting in an increase in the amount of paid-in capital, a statement of the manner in which it was effected, and a statement, expressed in dollars, of the amount added or transferred to the paid-in capital of the corporation as a result thereof, except any portion thereof reported under any other subsection of this Section as a part of the consideration received by the corporation for, or on account of, its issued shares; provided, however, that the report shall also include the date of each exchange or reclassification made prior to the current reporting period and the consideration received in each case.

(8) If the consideration received for the issuance of any shares not theretofore reported as having been issued consists of labor or services performed or of property, other than cash, then a statement, expressed in dollars, of the value of that consideration as fixed by the board of directors.

(9) In the case of a cancellation of shares or a reduction in paid-in capital made pursuant to Section 9.20, the aggregate reduction in paid-in capital; provided, however, that the report shall also include the date of each reduction made prior to the current reporting period.

(10) A statement of the aggregate number of issued shares itemized by classes and series, if any, within a class, after giving effect to the changes reported.

(11) A statement, expressed in dollars, of the amount of paid-in capital of the corporation after giving effect to the changes reported.

(d) No additional license fees or franchise taxes shall be payable upon the filing of the report to the extent that license fees or franchise taxes shall have been previously paid by the corporation in respect of shares previously issued which are being exchanged for the shares the issuance of which is being reported, provided those facts are shown in the report.

(e) The report shall be made on forms prescribed and furnished by the Secretary of State.

(f) (Blank) Until the report under this Section or a report under Section 14.25 shall have been filed in the Office of the Secretary of State showing a reduction in paid-in capital, the basis of the annual franchise tax payable by the corporation shall not be reduced, provided, however, in no event shall the annual franchise tax for any taxable year be reduced if the report is not filed prior to the first day of the anniversary month or, in the case of a corporation which has established an extended filing month, the extended filing month of the corporation of that taxable year and before payment of its annual franchise tax.

(Source: P.A. 90-421, eff. 1-1-98.)

(805 ILCS 5/14.35) (from Ch. 32, par. 14.35)

Sec. 14.35. Report following merger or consolidation.

(a) Whenever a domestic corporation or a foreign corporation authorized to transact business in this State is the surviving corporation in a statutory merger or whenever a domestic corporation is the new corporation in a consolidation, it shall, within 60 days after the effective date of the event, if the effective date occurs after both December 31, 1990 and the last day of the third month immediately preceding its anniversary month in 1991, execute and file in accordance with Section 1.10 of this Act, a report setting forth:

(1) The name of the corporation and the state or country under the laws of which it is organized.

(2) A description of the merger or consolidation.

(3) A statement itemized by classes and series, if any, within a class of the aggregate number of issued shares of the corporation as last reported to the Secretary of State in any document required to be filed by this Act, other than an annual report, interim annual report, or final transition annual report.

(4) A statement itemized by classes and series, if any, within a class of the aggregate number of issued shares of the corporation after giving effect to the change.

(5) A statement, expressed in dollars, of the amount of paid-in capital of the corporation as last reported to the Secretary of State in any document required to be filed by this Act, other than an annual report, interim annual report, or final transition annual report.

(6) A statement, expressed in dollars, of the amount of paid-in capital of the corporation after giving effect to the merger or consolidation, which amount, except as provided in subsection (f) of Section 9.20 of this Act, must be at least equal to the sum of the paid-in capital amounts of the merged or consolidated corporations before the event.

(7) Additional information concerning each of the constituent corporations that was a party to a merger or consolidation as may be necessary or appropriate to verify the proper amount of fees and franchise taxes payable by the corporation.

(b) The report shall be made on forms prescribed and furnished by the Secretary of State.

(Source: P.A. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)

(805 ILCS 5/Art. 15 heading)

ARTICLE 15. FEES , FRANCHISE TAXES AND CHARGES

(805 ILCS 5/15.05) (from Ch. 32, par. 15.05)

Sec. 15.05. Fees, franchise taxes, and charges to be collected by Secretary of State. The Secretary of State shall charge and collect in accordance with the provisions of this Act:

(a) Fees for filing documents.

(b) License fees.

(c) (Blank) Franchise taxes.

(d) Miscellaneous charges.

(e) Fees for filing annual reports.

(Source: P.A. 93-59, eff. 7-1-03.)

(805 ILCS 5/15.50) (from Ch. 32, par. 15.50)

Sec. 15.50. License fees payable by foreign corporations. For the privilege of exercising its authority to transact business in this State as set out in its application therefor or any amendment thereto, the Secretary of State shall charge and collect from each foreign corporation the following license fees, computed on the basis and at the rates prescribed in this Act:

(a) An initial license fee at the time of filing its application for authority to transact business in this State whenever the application indicates the corporation commenced transacting business prior to January 1, 1991.

(b) Except as otherwise provided in paragraph (e) of this Section, an additional license fee at the time of filing (1) a report of the issuance of additional shares, or (2) a report of an increase in paid-in capital without the issuance of shares, or (3) a report of cumulative changes in paid-in capital or of an exchange or reclassification of shares, whenever the report discloses an increase in the amount represented in this State of its paid-in capital over the greatest amount thereof theretofore reported in any document required by this Act to be filed in the office of the Secretary of State.

(c) Except as otherwise provided in paragraph (e) of this Section, whenever the corporation shall be a party to a statutory merger and shall be the surviving corporation, an additional license fee at the time of filing its report following merger, if the report discloses that the amount represented in this State of its paid-in capital immediately after the merger is greater than the aggregate of the amounts represented in this State of the paid-in capital of all of the merged corporations.

(d) Except as otherwise provided in paragraph (e) of this Section, an additional license fee payable with the annual franchise tax each year in which the corporation is required by this Act to file an annual report whenever the report discloses an increase in the amount represented in this State of its paid-in capital over the amount previously determined to be represented in this State in accordance with the provisions of this Act.

(e) The additional license fee referred to in paragraphs (b), (c) and (d) of this Section shall not be payable with respect to issuances of shares or increases in paid-in capital that occur subsequent to both December 31, 1990 and the last day of the third month immediately preceding the anniversary month of a foreign corporation in 1991 or to an increase in the amount represented in this State of its paid-in capital over the amount previously determined to be represented in this State in accordance with the provisions of this Act.

(Source: P.A. 92-33, eff. 7-1-01.)

(805 ILCS 5/15.85) (from Ch. 32, par. 15.85)

Sec. 15.85. Effect of nonpayment of fees or taxes.

(a) The Secretary of State shall not file any articles, statements, certificates, reports, applications, notices, or other papers relating to any corporation, domestic or foreign, organized under or subject to the provisions of this Act until all fees, franchise taxes payable by the corporation under the law in effect prior to the effective date of this amendatory Act of the 99th General Assembly, and charges provided to be paid in connection therewith shall have been paid to him or her, or while the corporation is in default in the payment of any fees, franchise taxes payable by the corporation under the law in effect prior to the effective date of this amendatory Act of the 99th General Assembly, charges, penalties, or interest herein provided to be paid by or assessed against it, or when the Illinois Department of Revenue has given notice that the corporation is in default in the filing of a return or the payment of any final assessment of tax, penalty or interest as required by any tax Act administered by the Department.

(b) The Secretary of State shall not file, with respect to any domestic or foreign corporation, any document required or permitted to be filed by this Act, which has an effective date other than the date of filing until there has been paid by such corporation to the Secretary of State all fees, taxes and charges due and payable on or before said effective date.

(c) No corporation required to pay a franchise tax under the law in effect prior to the effective date of this amendatory Act of the 99th General Assembly, license fee, penalty, or interest under this Act shall maintain any civil action until all such franchise taxes, license fees, penalties, and interest have been paid in full.

(d) The Secretary of State shall, from information received from the Illinois Commerce Commission, compile and keep a list of all domestic and foreign corporations which are regulated pursuant to the provisions of "An Act concerning public utilities", approved June 29, 1921, and Chapter 18 of "The Illinois Vehicle Code", approved September 29, 1969, and which hold, as a prerequisite for doing business in this State, any franchise, license, permit or right to engage in any business regulated by such Acts.

(e) Within 10 days after any such corporation fails to pay a franchise tax, license fee, penalty, or interest required under this Act, the Secretary shall, by written notice, so advise the Secretary of the Illinois Commerce Commission.

(Source: P.A. 91-464, eff. 1-1-00.)

(805 ILCS 5/15.90) (from Ch. 32, par. 15.90)

Sec. 15.90. Statute of limitations.

(a) Except as otherwise provided in this Section and notwithstanding anything to the contrary contained in any other Section of this Act, no domestic corporation or foreign corporation shall be obligated to pay any annual franchise tax payable by the corporation under the law in effect prior to the effective date of this amendatory Act of the 99th General Assembly, or any , fee, or penalty, or interest thereon imposed under this Act, nor shall any administrative or judicial sanction (including dissolution) be imposed or enforced nor access to the courts of this State be denied based upon nonpayment thereof more than 7 years after the date of filing the annual report with respect to the period during which the obligation for the tax, fee, penalty, or interest arose, unless (1) within that 7 year period the Secretary of State sends a written notice to the corporation to the effect that (A) administrative or judicial action to dissolve the corporation or revoke its authority for nonpayment of a tax, fee, penalty, or interest has been commenced; or (B) the corporation has submitted a report but has failed to pay a tax, fee, penalty, or interest required to be paid therewith; or (C) a report with respect to an event or action giving rise to an obligation to pay a tax, fee, penalty, or interest is required but has not been filed, or has been filed and is in error or incomplete; or (2) the annual report by the corporation was filed with fraudulent intent to evade taxes payable under the law in effect prior to the effective date of this amendatory Act of the 99th General Assembly this Act. A corporation nonetheless shall be required to pay all taxes that would have been payable during the most recent 7 year period due to a previously unreported increase in paid-in capital that occurred prior to that 7 year period and interest and penalties thereon for that period, except that, from February 1, 2008 through March 15, 2008, with respect to any corporation that participates in the Franchise Tax and License Fee Amnesty Act of 2007, the corporation shall be only required to pay all taxes that would have been payable during the most recent 4 year period due to a previously unreported increase in paid-in capital that occurred prior to that 7 year period.

(b) If within 2 years following a change in control of a corporation the corporation voluntarily pays in good faith all known obligations of the corporation imposed by this Article 15 with respect to reports that were required to have been filed since the beginning of the 7 year period ending on the effective date of the change in control, no action shall be taken to enforce or collect obligations of that corporation imposed by this Article 15 with respect to reports that were required to have been filed prior to that 7 year period regardless of whether the limitation period set forth in subsection (a) is otherwise applicable. For purposes of this subsection (b), a change in control means a transaction, or a series of transactions consummated within a period of 180 consecutive days, as a result of which a person which owned less than 10% of the shares having the power to elect directors of the corporation acquires shares such that the person becomes the holder of 80% or more of the shares having such power. For purposes of this subsection (b) a person means any natural person, corporation, partnership, trust or other entity together with all other persons controlled by, controlling or under common control with such person.

(c) Except as otherwise provided in this Section and notwithstanding anything to the contrary contained in any other Section of this Act, no foreign corporation that has not previously obtained authority under this Act shall, upon voluntary application for authority filed with the Secretary of State prior to January 1, 2001, be obligated to pay any tax payable under the law in effect prior to the effective date of this amendatory Act of the 99th General Assembly, or , fee, penalty, or interest imposed under this Act, nor shall any administrative or judicial sanction be imposed or enforced based upon nonpayment thereof with respect to a period during which the obligation arose that is prior to January 1, 1993 unless (1) prior to receipt of the application for authority the Secretary of State had sent written notice to the corporation regarding its failure to obtain an application for authority, (2) the corporation had submitted an application for authority previously but had failed to pay any tax, fee, penalty, or interest to be paid therewith, or (3) the application for authority was submitted by the corporation with fraudulent intent to evade taxes payable under the law in effect prior to the effective date of this amendatory Act of the 99th General Assembly this Act. A corporation nonetheless shall be required to pay all taxes payable under the law in effect prior to the effective date of this amendatory Act of the 99th General Assembly and fees due under this Act that would have been payable since January 1, 1993 as a result of commencing the transaction of its business in this State and interest thereon for that period.

(Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08; 96-66, eff. 1-1-10.)

(805 ILCS 5/15.97) (from Ch. 32, par. 15.97)

Sec. 15.97. Corporate Franchise Tax Refund Fund.

(a) From Beginning July 1, 1993 through the day before the effective date of this amendatory Act of the 99th General Assembly, a percentage of the amounts collected under Sections 15.35, 15.45, 15.65, and 15.75 (now repealed) of this Act shall be deposited into the Corporate Franchise Tax Refund Fund, a special Fund hereby created in the State treasury. From July 1, 1993, until December 31, 1994, there shall be deposited into the Fund 3% of the amounts received under those Sections. Beginning January 1, 1995, and for each fiscal year beginning thereafter, 2% of the amounts collected under those Sections during the preceding fiscal year shall be deposited into the Fund.

(b) Beginning on the effective date of this amendatory Act of the 99th General Assembly July 1, 1993, moneys in the Fund shall be expended exclusively for the purpose of paying refunds payable because of overpayment of franchise taxes, penalties, or interest under Sections 13.70, 15.35, 15.45, 15.65, 15.75, and 16.05 of this Act and making transfers authorized under this Section. Refunds in accordance with the provisions of subsections (f) and (g) of Section 1.15 and Section 1.17 of this Act may be made from the Fund only to the extent that amounts collected under Sections 15.35, 15.45, 15.65, and 15.75 (now repealed) of this Act have been deposited in the Fund and remain available. Within a reasonable time after the 30th day of June of each year, the Secretary of State shall direct and the Comptroller shall order transferred to the General Revenue Fund all amounts in excess of $100,000 remaining in the fund as of June 30.

(c) This Act shall constitute an irrevocable and continuing appropriation from the Corporate Franchise Tax Refund Fund for the purpose of paying refunds upon the order of the Secretary of State in accordance with the provisions of this Section.

(Source: P.A. 93-59, eff. 7-1-03.)

(805 ILCS 5/16.05) (from Ch. 32, par. 16.05)

Sec. 16.05. Penalties and interest imposed upon corporations.

(a) (Blank) Each corporation, domestic or foreign, that fails or refuses to file any annual report or report of cumulative changes in paid-in capital and pay any franchise tax due pursuant to the report prior to the first day of its anniversary month or, in the case of a corporation which has established an extended filing month, the extended filing month of the corporation shall pay a penalty of 10% of the amount of any delinquent franchise tax due for the report. From February 1, 2008 through March 15, 2008, no penalty shall be imposed with respect to any amount of delinquent franchise tax paid pursuant to the Franchise Tax and License Fee Amnesty Act of 2007.

(b) Each corporation, domestic or foreign, that fails or refuses to file a report of issuance of shares or increase in paid-in capital within the time prescribed by this Act is subject to a penalty on any obligation occurring prior to January 1, 1991, and interest on those obligations on or after January 1, 1991, for each calendar month or part of month that it is delinquent in the amount of 2% of the amount of license fees and franchise taxes provided by this Act and franchise taxes provided under the law in effect prior to the effective date of this amendatory Act of the 99th General Assembly to be paid on account of the issuance of shares or increase in paid-in capital. From February 1, 2008 through March 15, 2008, no penalty shall be imposed, or interest charged, with respect to any amount of delinquent license fees and franchise taxes paid pursuant to the Franchise Tax and License Fee Amnesty Act of 2007.

(c) Each corporation, domestic or foreign, that fails or refuses to file a report of cumulative changes in paid-in capital or report following merger within the time prescribed by this Act is subject to interest on or after January 1, 1992, for each calendar month or part of month that it is delinquent, in the amount of 2% of the amount of franchise taxes provided under the law in effect prior to the effective date of this amendatory Act of the 99th General Assembly by this Act to be paid on account of the issuance of shares or increase in paid-in capital disclosed on the report of cumulative changes in paid-in capital or report following merger, or $1, whichever is greater. From February 1, 2008 through March 15, 2008, no interest shall be charged with respect to any amount of delinquent franchise tax paid pursuant to the Franchise Tax and License Fee Amnesty Act of 2007.

(d) If the annual franchise tax, or the supplemental annual franchise tax for any 12-month period commencing July 1, 1968, or July 1 of any subsequent year through June 30, 1983, assessed in accordance with this Act, is not paid by July 31, it is delinquent, and there is added a penalty prior to January 1, 1991, and interest on and after January 1, 1991, of 2% for each month or part of month that it is delinquent commencing with the month of August, or $1, whichever is greater. From February 1, 2008 through March 15, 2008, no penalty shall be imposed, or interest charged, with respect to any amount of delinquent franchise taxes paid pursuant to the Franchise Tax and License Fee Amnesty Act of 2007.

(e) If the supplemental annual franchise tax assessed in accordance with the provisions of this Act for the 12-month period commencing July 1, 1967, is not paid by September 30, 1967, it is delinquent, and there is added a penalty prior to January 1, 1991, and interest on and after January 1, 1991, of 2% for each month or part of month that it is delinquent commencing with the month of October, 1967. From February 1, 2008 through March 15, 2008, no penalty shall be imposed, or interest charged, with respect to any amount of delinquent franchise taxes paid pursuant to the Franchise Tax and License Fee Amnesty Act of 2007.

(f) If any annual franchise tax for any period from beginning on or after July 1, 1983 through the day before the effective date of this amendatory Act of the 99th General Assembly, is not paid by the time period herein prescribed, it is delinquent and there is added a penalty prior to January 1, 1991, and interest on and after January 1, 1991, of 2% for each month or part of a month that it is delinquent commencing with the anniversary month or in the case of a corporation that has established an extended filing month, the extended filing month, or $1, whichever is greater. From February 1, 2008 through March 15, 2008, no penalty shall be imposed, or interest charged, with respect to any amount of delinquent franchise taxes paid pursuant to the Franchise Tax and License Fee Amnesty Act of 2007.

(g) Any corporation, domestic or foreign, failing to pay the prescribed fee for assumed corporate name renewal when due and payable shall be given notice of nonpayment by the Secretary of State by regular mail; and if the fee together with a penalty fee of $5 is not paid within 90 days after the notice is mailed, the right to use the assumed name shall cease.

(h) Any corporation which (i) puts forth any sign or advertisement, assuming any name other than that by which it is incorporated or otherwise authorized by law to act or (ii) violates Section 3.25, shall be guilty of a Class C misdemeanor and shall be deemed guilty of an additional offense for each day it shall continue to so offend.

(i) Each corporation, domestic or foreign, that fails or refuses (1) to answer truthfully and fully within the time prescribed by this Act interrogatories propounded by the Secretary of State in accordance with this Act or (2) to perform any other act required by this Act to be performed by the corporation, is guilty of a Class C misdemeanor.

(j) Each corporation that fails or refuses to file articles of revocation of dissolution within the time prescribed by this Act is subject to a penalty for each calendar month or part of the month that it is delinquent in the amount of $50.

(Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08; 96-1121, eff. 1-1-11.)

(805 ILCS 5/15.35 rep.)

(805 ILCS 5/15.40 rep.)

(805 ILCS 5/15.45 rep.)

(805 ILCS 5/15.65 rep.)

(805 ILCS 5/15.70 rep.)

(805 ILCS 5/15.75 rep.)

(805 ILCS 5/15.80 rep.)

Section 25. The Business Corporation Act of 1983 is amended by repealing Sections 15.35, 15.40, 15.45, 15.65, 15.70, 15.75, and 15.80.

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