Illinois General Assembly - Full Text of HB0115
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Full Text of HB0115  102nd General Assembly

HB0115enr 102ND GENERAL ASSEMBLY

  
  
  

 


 
HB0115 EnrolledLRB102 00215 BMS 10217 b

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

 

 

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

 

 

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1continue receiving the compilation.
2    (3) Public data sets made available pursuant to this
3Section are provided for informational purposes only. The
4Secretary of State does not warrant the completeness,
5accuracy, content, or fitness for any particular purpose or
6use of any public data set made available on the web portal,
7nor are such warranties to be implied or inferred with respect
8to the public data sets furnished under this Act. The
9compilations of the daily list mentioned in paragraph (2) of
10subsection (b) of this Section shall be mailed to newspapers,
11or any other person not included as a recipient in paragraph
12(2) of subsection (b) of this Section, upon receipt of a
13written application signed by the applicant and accompanied by
14the payment of a fee as determined by the Secretary.
15    (4) The State is not liable for any deficiencies in the
16completeness, accuracy, content, or fitness for any particular
17purpose or use of any public data set or any third-party
18application utilizing such data set, unless such deficiencies
19are the result of willful or wanton action of the Secretary of
20State or its employees or agents.
21    (c) If a domestic or foreign corporation has filed with
22the Secretary of State an annual report for the preceding year
23or has been newly formed or is otherwise and in any manner
24registered with the Secretary of State, the Secretary of State
25shall exchange with the Department of Healthcare and Family
26Services any information concerning that corporation that may

 

 

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1be necessary for the enforcement of child support orders
2entered pursuant to the Illinois Public Aid Code, the Illinois
3Marriage and Dissolution of Marriage Act, the Non-Support of
4Spouse and Children Act, the Non-Support Punishment Act, the
5Revised Uniform Reciprocal Enforcement of Support Act, the
6Uniform Interstate Family Support Act, the Illinois Parentage
7Act of 1984, or the Illinois Parentage Act of 2015.
8    Notwithstanding any provisions in this Act to the
9contrary, the Secretary of State shall not be liable to any
10person for any disclosure of information to the Department of
11Healthcare and Family Services (formerly Illinois Department
12of Public Aid) under this subsection or for any other action
13taken in good faith to comply with the requirements of this
14subsection.
15(Source: P.A. 99-85, eff. 1-1-16.)
 
16    (805 ILCS 5/1.80)  (from Ch. 32, par. 1.80)
17    Sec. 1.80. Definitions. As used in this Act, unless the
18context otherwise requires, the words and phrases defined in
19this Section shall have the meanings set forth herein.
20    (a) "Corporation" or "domestic corporation" means a
21corporation subject to the provisions of this Act, except a
22foreign corporation.
23    (b) "Foreign corporation" means a corporation for profit
24organized under laws other than the laws of this State, but
25shall not include a banking corporation organized under the

 

 

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1laws of another state or of the United States, a foreign
2banking corporation organized under the laws of a country
3other than the United States and holding a certificate of
4authority from the Commissioner of Banks and Real Estate
5issued pursuant to the Foreign Banking Office Act, or a
6banking corporation holding a license from the Commissioner of
7Banks and Real Estate issued pursuant to the Foreign Bank
8Representative Office Act.
9    (c) "Articles of incorporation" means the original
10articles of incorporation, including the articles of
11incorporation of a new corporation set forth in the articles
12of consolidation, and all amendments thereto, whether
13evidenced by articles of amendment, articles of merger,
14articles of exchange, statement of correction affecting
15articles, resolution establishing series of shares or a
16statement of cancellation under Section 9.05. Restated
17articles of incorporation shall supersede the original
18articles of incorporation and all amendments thereto prior to
19the effective date of filing the articles of amendment
20incorporating the restated articles of incorporation.
21    (d) "Subscriber" means one who subscribes for shares in a
22corporation, whether before or after incorporation.
23    (e) "Incorporator" means one of the signers of the
24original articles of incorporation.
25    (f) "Shares" means the units into which the proprietary
26interests in a corporation are divided.

 

 

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1    (g) "Shareholder" means one who is a holder of record of
2shares in a corporation.
3    (h) "Certificate" representing shares means a written
4instrument executed by the proper corporate officers, as
5required by Section 6.35 of this Act, evidencing the fact that
6the person therein named is the holder of record of the share
7or shares therein described. If the corporation is authorized
8to issue uncertificated shares in accordance with Section 6.35
9of this Act, any reference in this Act to shares represented by
10a certificate shall also refer to uncertificated shares and
11any reference to a certificate representing shares shall also
12refer to the written notice in lieu of a certificate provided
13for in Section 6.35.
14    (i) "Authorized shares" means the aggregate number of
15shares of all classes which the corporation is authorized to
16issue.
17    (j) "Paid-in capital" means the sum of the cash and other
18consideration received, less expenses, including commissions,
19paid or incurred by the corporation, in connection with the
20issuance of shares, plus any cash and other consideration
21contributed to the corporation by or on behalf of its
22shareholders, plus amounts added or transferred to paid-in
23capital by action of the board of directors or shareholders
24pursuant to a share dividend, share split, or otherwise, minus
25reductions as provided elsewhere in this Act. Irrespective of
26the manner of designation thereof by the laws under which a

 

 

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1foreign corporation is or may be organized, paid-in capital of
2a foreign corporation shall be determined on the same basis
3and in the same manner as paid-in capital of a domestic
4corporation, for the purpose of computing license fees,
5franchise taxes and other charges imposed by this Act.
6    (k) "Net assets", for the purpose of determining the right
7of a corporation to purchase its own shares and of determining
8the right of a corporation to declare and pay dividends and
9make other distributions to shareholders is equal to the
10difference between the assets of the corporation and the
11liabilities of the corporation.
12    (l) "Registered office" means that office maintained by
13the corporation in this State, the address of which is on file
14in the office of the Secretary of State, at which any process,
15notice or demand required or permitted by law may be served
16upon the registered agent of the corporation.
17    (m) "Insolvent" means that a corporation is unable to pay
18its debts as they become due in the usual course of its
19business.
20    (n) "Anniversary" means that day each year exactly one or
21more years after:
22        (1) the date of filing the articles of incorporation
23    prescribed by Section 2.10 of this Act, in the case of a
24    domestic corporation;
25        (2) the date of filing the application for authority
26    prescribed by Section 13.15 of this Act, in the case of a

 

 

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1    foreign corporation; or
2        (3) the date of filing the articles of consolidation
3    prescribed by Section 11.25 of this Act in the case of a
4    consolidation, unless the plan of consolidation provides
5    for a delayed effective date, pursuant to Section 11.40.
6    (o) "Anniversary month" means the month in which the
7anniversary of the corporation occurs.
8    (p) "Extended filing month" means the month (if any) which
9shall have been established in lieu of the corporation's
10anniversary month in accordance with Section 14.01.
11    (q) "Taxable year" means that 12 month period commencing
12with the first day of the anniversary month of a corporation
13through the last day of the month immediately preceding the
14next occurrence of the anniversary month of the corporation,
15except that in the case of a corporation that has established
16an extended filing month "taxable year" means that 12 month
17period commencing with the first day of the extended filing
18month through the last day of the month immediately preceding
19the next occurrence of the extended filing month.
20    (r) "Fiscal year" means the 12 month period with respect
21to which a corporation ordinarily files its federal income tax
22return.
23    (s) "Close corporation" means a corporation organized
24under or electing to be subject to Article 2A of this Act, the
25articles of incorporation of which contain the provisions
26required by Section 2.10, and either the corporation's

 

 

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1articles of incorporation or an agreement entered into by all
2of its shareholders provide that all of the issued shares of
3each class shall be subject to one or more of the restrictions
4on transfer set forth in Section 6.55 of this Act.
5    (t) "Common shares" means shares which have no preference
6over any other shares with respect to distribution of assets
7on liquidation or with respect to payment of dividends.
8    (u) "Delivered", for the purpose of determining if any
9notice required by this Act is effective, means:
10        (1) transferred or presented to someone in person; or
11        (2) deposited in the United States Mail addressed to
12    the person at his, her or its address as it appears on the
13    records of the corporation, with sufficient first-class
14    postage prepaid thereon.
15    (v) "Property" means gross assets including, without
16limitation, all real, personal, tangible, and intangible
17property.
18    (w) "Taxable period" means that 12-month period commencing
19with the first day of the second month preceding the
20corporation's anniversary month in the preceding year and
21prior to the first day of the second month immediately
22preceding its anniversary month in the current year, except
23that, in the case of a corporation that has established an
24extended filing month, "taxable period" means that 12-month
25period ending with the last day of its fiscal year immediately
26preceding the extended filing month. In the case of a newly

 

 

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1formed domestic corporation or a newly registered foreign
2corporation that had not commenced transacting business in
3this State prior to obtaining authority, "taxable period"
4means that period commencing with the filing of the articles
5of incorporation or, in the case of a foreign corporation, of
6filing of the application for authority, and prior to the
7first day of the second month immediately preceding its
8anniversary month in the next succeeding year.
9    (x) "Treasury shares" mean (1) shares of a corporation
10that have been issued, have been subsequently acquired by and
11belong to the corporation, and have not been cancelled or
12restored to the status of authorized but unissued shares and
13(2) shares (i) declared and paid as a share dividend on the
14shares referred to in clause (1) or this clause (2), or (ii)
15issued in a share split of the shares referred to in clause (1)
16or this clause (2). Treasury shares shall be deemed to be
17"issued" shares but not "outstanding" shares. Treasury shares
18may not be voted, directly or indirectly, at any meeting or
19otherwise. Shares converted into or exchanged for other shares
20of the corporation shall not be deemed to be treasury shares.
21    (y) "Gross amount of business" means gross receipts, from
22whatever source derived.
23    (z) "Open data" means data that is expressed in a
24machine-readable form and that is made freely available to the
25public under an open license, without registration
26requirement, and without any other restrictions that would

 

 

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1impede its use or reuse.
2(Source: P.A. 95-368, eff. 8-23-07.)
 
3    Section 10. The General Not For Profit Corporation Act of
41986 is amended by changing Section 101.25 and by adding
5Section 115.90 as follows:
 
6    (805 ILCS 105/101.25)  (from Ch. 32, par. 101.25)
7    Sec. 101.25. Lists of corporations; exchange of
8information.
9    (a) The Secretary of State shall include in his or her
10daily publication lists of business corporations formed on
11that day as provided in paragraph (1) of subsection (b) of
12Section 1.25 of the Business Corporation Act of 1983 all
13not-for-profit corporations formed on the day of publication
14of such lists and shall publish such information as open data
15pursuant to that subsection.
16    (b) The Secretary of State shall include among information
17to be exchanged with the Department of Healthcare and Family
18Services, as provided in subsection (c) of Section 1.25 of the
19Business Corporation Act of 1983, information regarding all
20not-for-profit corporations formed pursuant to this Act.
21    (c) Public data sets made available pursuant to this
22Section are provided for informational purposes only. The
23Secretary of State does not warrant the completeness,
24accuracy, content, or fitness for any particular purpose or

 

 

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1use of any public data set made available on the web portal,
2nor are such warranties to be implied or inferred with respect
3to the public data sets furnished under this Act.
4    (d) The State is not liable for any deficiencies in the
5completeness, accuracy, content, or fitness for any particular
6purpose or use of any public data set or any third-party
7application utilizing such data set, unless such deficiencies
8are the result of willful or wanton action of the Secretary of
9State or its employees or agents.
10(Source: P.A. 95-331, eff. 8-21-07.)
 
11    (805 ILCS 105/115.90 new)
12    Sec. 115.90. No fees for publishing lists of
13not-for-profit corporations. Nothing in this Article shall be
14construed to permit the Secretary of State to charge fees for
15lists of not-for-profit corporations published as open data
16under Section 1.25 of the Business Corporation Act of 1983.
 
17    Section 15. The Limited Liability Company Act is amended
18by changing Sections 50-5 and 50-10 as follows:
 
19    (805 ILCS 180/50-5)
20    Sec. 50-5. List of limited liability companies; exchange
21of information.
22    (a) The Secretary of State shall may publish a list or
23lists of limited liability companies and foreign limited

 

 

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

 

 

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1Dissolution of Marriage Act, the Non-Support of Spouse and
2Children Act, the Non-Support Punishment Act, the Revised
3Uniform Reciprocal Enforcement of Support Act, the Uniform
4Interstate Family Support Act, the Illinois Parentage Act of
51984, or the Illinois Parentage Act of 2015.
6    Notwithstanding any provisions in this Act to the
7contrary, the Secretary of State shall not be liable to any
8person for any disclosure of information to the Department of
9Healthcare and Family Services (formerly Illinois Department
10of Public Aid) under this subsection or for any other action
11taken in good faith to comply with the requirements of this
12subsection.
13    (d) Public data sets made available pursuant to this
14Section are provided for information purposes only. The
15Secretary of State does not warrant the completeness,
16accuracy, content, or fitness for any particular purpose or
17use of any public data set made available on the web portal,
18nor are such warranties to be implied or inferred with respect
19to the public data sets furnished under this Act.
20    (e) The State is not liable for any deficiencies in the
21completeness, accuracy, content, or fitness for any particular
22purpose or use of any public data set or any third-party
23application utilizing such data set, unless such deficiencies
24are the result of willful or wanton action of the Secretary of
25State or its employees or agents.
26(Source: P.A. 99-85, eff. 1-1-16.)
 

 

 

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1    (805 ILCS 180/50-10)
2    Sec. 50-10. Fees.
3    (a) The Secretary of State shall charge and collect in
4accordance with the provisions of this Act and rules
5promulgated under its authority all of the following:
6        (1) Fees for filing documents.
7        (2) Miscellaneous charges.
8        (3) Fees for the sale of lists of filings and for
9    copies of any documents.
10    (b) The Secretary of State shall charge and collect for
11all of the following:
12        (1) Filing articles of organization (domestic),
13    application for admission (foreign), and restated articles
14    of organization (domestic), $150. Notwithstanding the
15    foregoing, the fee for filing articles of organization
16    (domestic), application for admission (foreign), and
17    restated articles of organization (domestic) in connection
18    with a limited liability company with a series or the
19    ability to establish a series pursuant to Section 37-40 of
20    this Act is $400.
21        (2) Filing amendments (domestic or foreign), $50.
22        (3) Filing a statement of termination or application
23    for withdrawal, $5.
24        (4) Filing an application to reserve a name, $25.
25        (5) Filing a notice of cancellation of a reserved

 

 

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1    name, $5.
2        (6) Filing a notice of a transfer of a reserved name,
3    $25.
4        (7) Registration of a name, $50.
5        (8) Renewal of registration of a name, $50.
6        (9) Filing an application for use of an assumed name
7    under Section 1-20 of this Act, $150 for each year or part
8    thereof ending in 0 or 5, $120 for each year or part
9    thereof ending in 1 or 6, $90 for each year or part thereof
10    ending in 2 or 7, $60 for each year or part thereof ending
11    in 3 or 8, $30 for each year or part thereof ending in 4 or
12    9, and a renewal for each assumed name, $150.
13        (9.5) Filing an application for change of an assumed
14    name, $25.
15        (10) Filing an application for cancellation of an
16    assumed name, $5.
17        (11) Filing an annual report of a limited liability
18    company or foreign limited liability company, $75, if
19    filed as required by this Act, plus a penalty if
20    delinquent. Notwithstanding the foregoing, the fee for
21    filing an annual report of a limited liability company or
22    foreign limited liability company is $75 plus $50 for each
23    series for which a certificate of designation has been
24    filed pursuant to Section 37-40 of this Act and is in
25    effect on the last day of the third month preceding the
26    company's anniversary month, plus a penalty if delinquent.

 

 

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1        (12) Filing an application for reinstatement of a
2    limited liability company or foreign limited liability
3    company, $200.
4        (13) Filing articles of merger, $100 plus $50 for each
5    party to the merger in excess of the first 2 parties.
6        (14) (Blank).
7        (15) Filing a statement of change of address of
8    registered office or change of registered agent, or both,
9    or filing a statement of correction, $25.
10        (16) Filing a petition for refund, $5.
11        (17) Filing a certificate of designation of a limited
12    liability company with a series pursuant to Section 37-40
13    of this Act, $50.
14        (18) (Blank).
15        (19) Filing, amending, or cancelling a statement of
16    authority, $50.
17        (20) Filing, amending, or cancelling a statement of
18    denial, $10.
19        (21) Filing any other document, $5.
20        (22) For furnishing a copy or certified copy of any
21    document, instrument, or paper relating to a limited
22    liability company or foreign limited liability company, or
23    for a certificate, $25.
24    (c) (Blank). The Secretary of State shall charge and
25collect all of the following:
26        (1) For furnishing a copy or certified copy of any

 

 

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1    document, instrument, or paper relating to a limited
2    liability company or foreign limited liability company, or
3    for a certificate, $25.
4        (2) For the transfer of information by computer
5    process media to any purchaser, fees established by rule.
6(Source: P.A. 100-561, eff. 7-1-18; 100-571, eff. 12-20-17;
7101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)
 
8    Section 99. Effective date. This Act takes effect January
91, 2022.