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Full Text of HB0391  99th General Assembly

HB0391 99TH GENERAL ASSEMBLY

  
  

 


 
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.


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FISCAL NOTE ACT MAY APPLY

 

 

A BILL FOR

 

HB0391LRB099 00126 KTG 20126 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 Public Utilities Act is amended by changing
5Section 4-204 as follows:
 
6    (220 ILCS 5/4-204)  (from Ch. 111 2/3, par. 4-204)
7    Sec. 4-204. Whenever the Commission receives notice from
8the Secretary of State that any domestic or foreign corporation
9regulated under this Act has not paid a franchise tax , license
10fee or penalty required under The Business Corporation Act of
111983, approved January 5, 1984, as amended, or has not paid a
12franchise tax payable by such corporation under any provision
13of the Business Corporation Act of 1983 in effect prior to the
14effective date of this amendatory Act of the 99th General
15Assembly, then the Commission shall institute proceedings for
16the revocation of the franchise, license, permit or right to
17engage in any business required under this Act or the
18suspension thereof until such time as the delinquent franchise
19tax, license fee or penalty is paid.
20(Source: P.A. 84-617.)
 
21    Section 10. The State Housing Act is amended by changing
22Section 4 as follows:
 

 

 

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1    (310 ILCS 5/4)  (from Ch. 67 1/2, par. 154)
2    Sec. 4. Whenever three or more adult persons, citizens of
3the United States of America, at least two of whom shall be
4citizens of this State, shall desire to form a corporation
5under this act, on a limited-dividend basis, they shall sign,
6acknowledge and verify under oath, before some officer
7competent to take acknowledgment of deeds, a statement of
8incorporation setting forth the following:
9    (1) The name of the corporation.
10    (2) The address, including street and number, if any, of
11its initial registered office in this State; and the name of
12its initial registered agent at such address.
13    (3) The period of duration, which may be perpetual.
14    (4) The name and address, including street and number, if
15any, of each incorporator.
16    (5) The purpose or purposes for which the corporation is
17organized.
18    (6) The aggregate number of shares which the corporation
19shall have authority to issue; also, if said shares are to
20consist of one class only, the par value of each of said
21shares, or a statement that all of said shares are without par
22value; or, if said shares are to be divided into classes, the
23number of shares of each class, if any, that are to have a par
24value and the par value of each share of each such class, and
25the number of shares of each class, if any, that are to be

 

 

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1without par value.
2    (7) If the shares are to be divided into classes, the
3designation of each class and a statement of the preferences,
4qualifications, limitations, restrictions, and the special or
5relative rights in respect of the shares of each class.
6    (8) If the corporation is to issue the shares of any
7preferred or special class in series, then the designation of
8each series and a statement of the variations in the relative
9rights and preferences as between different series in so far as
10the same are to be fixed in the articles of incorporation, and
11a statement of any authority to be vested in the board of
12directors to establish series and fix and determine the
13variations in the relative rights and preferences as between
14series.
15    (9) The number and class of shares which the corporation
16proposes to issue without further report to the Secretary of
17State, and the consideration to be received by the corporation
18therefor, which shall be not less than $1,000. If shares of
19more than one class are to be issued, the consideration for
20shares of each class shall be separately stated.
21    (10) The number of directors to be elected at the first
22meeting of shareholders.
23    (11) Any provision which the incorporators may choose to
24insert limiting or denying to shareholders the preemptive right
25to acquire additional shares, whether then or thereafter
26authorized, of the corporation.

 

 

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1    (12) Any provisions, not inconsistent with law, which the
2incorporators may choose to insert, for the regulation of the
3internal affairs of the corporation.
4    (13) An estimate, expressed in dollars, of the value of all
5the property to be owned by the corporation for the following
6year, wherever located, and an estimate of the value of the
7property to be located within this State during such year, and
8an estimate, expressed in dollars, of the gross amount of
9business which will be transacted by it during such year and an
10estimate of the gross amount thereof which will be transacted
11by it at or from places of business in this State during such
12year. If all the property of the corporation is to be located
13in this State and all of its business is to be transacted at or
14from places of business in this State, or if the incorporators
15elect to pay the initial franchise tax on the basis of its
16entire stated capital and paid-in surplus, then the information
17required by this sub-paragraph need not be set forth in the
18articles of incorporation.
19    (14) A statement that the corporation will not commence
20business until at least $1,000 has been received as
21consideration for the issuance of shares.
22    (15) A provision that no real property of the corporation
23will be sold, transferred or assigned except under and pursuant
24to the provisions of this act.
25    Whenever three or more adult persons, citizens of the
26United States of America, at least two of whom shall be

 

 

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1citizens of this State, shall desire to form a corporation
2under this act on a not-for-profit basis, they shall sign,
3acknowledge and verify under oath, before some officer
4competent to take acknowledgment of deeds, articles of
5incorporation setting forth the following:
6    (1) The name of the corporation.
7    (2) The purpose or purposes for which the corporation is
8organized.
9    (3) The period of duration, which may be perpetual.
10    (4) The name and address of each incorporator.
11    (5) The number of directors constituting the first board of
12directors, and the name and address of each such director.
13    (6) The address of its initial registered office in this
14State, and the name of its initial registered agent at such
15address.
16    (7) Any provision which the incorporators may choose to
17insert limiting, enlarging or denying the right of the members
18or any class or classes of members, to vote.
19    (8) Any provisions, not inconsistent with law, which the
20incorporators may choose to insert for the regulation of the
21internal affairs of the corporation, including any provision
22for distribution of assets on dissolution or final liquidation.
23    (9) A provision that no real property of the corporation
24shall be sold, transferred or assigned except under and
25pursuant to the provisions of this act.
26(Source: P.A. 76-1176.)
 

 

 

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1    Section 15. The Illinois Vehicle Code is amended by
2changing Sections 18a-200 and 18c-1704 as follows:
 
3    (625 ILCS 5/18a-200)  (from Ch. 95 1/2, par. 18a-200)
4    Sec. 18a-200. General powers and duties of Commission. The
5Commission shall:
6    (1) Regulate commercial vehicle relocators and their
7employees or agents in accordance with this Chapter and to that
8end may establish reasonable requirements with respect to
9proper service and practices relating thereto;
10    (2) Require the maintenance of uniform systems of accounts,
11records and the preservation thereof;
12    (3) Require that all drivers and other personnel used in
13relocation be employees of a licensed relocator;
14    (4) Regulate equipment leasing to and by relocators;
15    (5) Adopt reasonable and proper rules covering the exercise
16of powers conferred upon it by this Chapter, and reasonable
17rules governing investigations, hearings and proceedings under
18this Chapter;
19    (6) Set reasonable rates for the commercial towing or
20removal of trespassing vehicles from private property. The
21rates shall not exceed the mean average of the 5 highest rates
22for police tows within the territory to which this Chapter
23applies that are performed under Sections 4-201 and 4-214 of
24this Code and that are of record at hearing; provided that the

 

 

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1Commission shall not re-calculate the maximum specified herein
2if the order containing the previous calculation was entered
3within one calendar year of the date on which the new order is
4entered. Set reasonable rates for the storage, for periods in
5excess of 24 hours, of the vehicles in connection with the
6towing or removal; however, no relocator shall impose charges
7for storage for the first 24 hours after towing or removal. Set
8reasonable rates for other services provided by relocators,
9provided that the rates shall not be charged to the owner or
10operator of a relocated vehicle. Any fee charged by a relocator
11for the use of a credit card that is used to pay for any service
12rendered by the relocator shall be included in the total amount
13that shall not exceed the maximum reasonable rate established
14by the Commission. The Commission shall require a relocator to
15refund any amount charged in excess of the reasonable rate
16established by the Commission, including any fee for the use of
17a credit card;
18    (7) Investigate and maintain current files of the criminal
19records, if any, of all relocators and their employees and of
20all applicants for relocator's license, operator's licenses
21and dispatcher's licenses. If the Commission determines that an
22applicant for a license issued under this Chapter will be
23subjected to a criminal history records check, the applicant
24shall submit his or her fingerprints to the Department of State
25Police in the form and manner prescribed by the Department of
26State Police. These fingerprints shall be checked against the

 

 

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1Department of State Police and Federal Bureau of Investigation
2criminal history record information databases now and
3hereafter filed. The Department of State Police shall charge
4the applicant a fee for conducting the criminal history records
5check, which shall be deposited in the State Police Services
6Fund and shall not exceed the actual cost of the records check.
7The Department of State Police shall furnish pursuant to
8positive identification, records of conviction to the
9Commission;
10    (8) Issue relocator's licenses, dispatcher's employment
11permits, and operator's employment permits in accordance with
12Article IV of this Chapter;
13    (9) Establish fitness standards for applicants seeking
14relocator licensees and holders of relocator licenses;
15    (10) Upon verified complaint in writing by any person,
16organization or body politic, or upon its own initiative may,
17investigate whether any commercial vehicle relocator,
18operator, dispatcher, or person otherwise required to comply
19with any provision of this Chapter or any rule promulgated
20hereunder, has failed to comply with any provision or rule;
21    (11) Whenever the Commission receives notice from the
22Secretary of State that any domestic or foreign corporation
23regulated under this Chapter has not paid a franchise tax,
24license fee or penalty required under the Business Corporation
25Act of 1983, or has not paid a franchise tax payable by such
26corporation under any provision of the Business Corporation Act

 

 

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1of 1983 in effect prior to the effective date of this
2amendatory Act of the 99th General Assembly, institute
3proceedings for the revocation of the license or right to
4engage in any business required under this Chapter or the
5suspension thereof until such time as the delinquent franchise
6tax, license fee or penalty is paid.
7(Source: P.A. 93-418, eff. 1-1-04.)
 
8    (625 ILCS 5/18c-1704)  (from Ch. 95 1/2, par. 18c-1704)
9    Sec. 18c-1704. Sanctions. Each violation of this Chapter
10shall subject the violator to the following sanctions, except
11as otherwise provided elsewhere in this Chapter. Sanctions
12provided for in this Section may be imposed by the Commission
13only in compliance with the notice and hearing requirements of
14Section 18c-2102 of this Chapter.
15    (1) Criminal Misdemeanor Penalties. Each violation of this
16Chapter shall constitute a Class C misdemeanor.
17    (2) Civil Penalties. The Commission may assess, against any
18person found by it to have violated this Chapter, a civil
19penalty not greater than $1,000 nor less than $100 per
20violation. The penalty assessed by the Commission shall reflect
21the number and severity of violations found to have been
22committed. Penalties assessed by the Commission shall be
23enforced by any court having venue in enforcement cases under
24this Chapter.
25    (3) Cease and Desist Orders. The Commission may, where a

 

 

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1person is found after hearing to have violated this Chapter,
2Commission regulations or orders, and justice requires, order
3the person to cease and desist from further or from any future
4violations. A cease and desist order may be entered on the
5Commission's own motion or by agreement between the parties.
6Orders and agreements under this Section shall be valid and
7enforceable for the period stated therein, not to exceed 2
8years from the date the order or agreement is approved by the
9Commission, unless the parties stipulate otherwise. Such
10orders and agreements shall be enforceable in any court of this
11State having venue and jurisdiction in enforcement actions
12under this Chapter. Failure to comply with a Commission cease
13and desist order shall constitute a violation of this Chapter
14separate and apart from any underlying violations.
15    (4) Stipulated Settlements.
16        (a) General Provisions. The Commission may accept a
17    reasonable monetary settlement, suspension or revocation
18    of a license or registration, or any other reasonable terms
19    stipulated between the respondent and staff, with or
20    without a finding of violations.
21        (b) Presumption of Reasonableness. Such stipulations
22    shall be presumed reasonable. Unless the terms of a
23    stipulation exceed such parameters as the Commission may
24    establish, this presumption is rebuttable only by evidence
25    of record at hearing.
26        (c) Parameters. Parameters for settlement shall be

 

 

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1    based on type of violation; severity, as measured by
2    revenues from unlawful activities; and number of
3    violations. Minimum settlement amounts may be established.
4        (d) Orders. Orders suspending proposed settlements
5    shall cite reasons for suspension which are specific to the
6    case. Orders rejecting proposed settlements shall recite
7    the grounds on which the settlements are found to be
8    unreasonable and describe the evidence which supports such
9    findings.
10    (5) Injunctive Relief. Any court with jurisdiction and
11venue for purposes of enforcing this Chapter shall have the
12power to enjoin any person from committing violations of this
13Chapter. Suit for penalties shall not be a prerequisite to
14injunctive relief. No bond shall be required when injunctive
15relief is granted at the request of the Commission.
16    (6) Suspension or Revocation of Licenses and
17Registrations.
18        (a) Availability of Suspension and Revocation as
19    Sanctions. Violation of this Chapter by a motor carrier of
20    property or passengers shall, in addition to other
21    sanctions provided herein, subject the violator to
22    suspension or revocation of any or all Commission licenses
23    and registrations. The Commission may impose the sanctions
24    of suspension and revocation. Where the violation is
25    failure of a motor carrier of property or passengers to
26    have in effect and file proof of continuous insurance

 

 

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1    coverage in accordance with this Chapter, Commission
2    regulations and orders, the license or registration or both
3    may be suspended by telephonic or telegraphic directive,
4    confirmed by certified or registered mail or personal
5    service, pending final disposition of revocation
6    proceedings.
7        (b) Suspension Pending Adjudication. Where the
8    violation is failure of a motor carrier of property to pay
9    a franchise or franchise renewal fee, the license or
10    registration or both may be suspended by certified or
11    registered mail or personally served directive, pending
12    final disposition of revocation proceedings.
13        (c) Special Revocation Procedures.
14            (i) Notice. The Commission shall serve notice upon
15        all persons who have failed to pay a franchise tax,
16        license fee, or penalty required under the Business
17        Corporation Act of 1983, or who have failed to pay a
18        franchise tax payable by such persons under any
19        provision of the Business Corporation Act of 1983 in
20        effect prior to the effective date of this amendatory
21        Act of the 99th General Assembly, or who have failed to
22        comply with this Chapter, Commission regulations and
23        orders, regarding the filing of proof of continuous
24        insurance or bond coverage, the payment of periodic
25        fees, the filing of periodic reports, the payment of
26        civil penalties, or the filing of rates to the full

 

 

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1        extent of a carrier's authority. The notice shall
2        advise such person of the apparent violations and state
3        that, unless the Commission receives a written request
4        for hearing or extension of time within 30 days from
5        the date the notice is served, the person's license or
6        registration will be revoked by operation of law
7        without further action by the Commission.
8            (ii) Extensions of Time. The Commission may grant
9        one extension of time not exceeding 60 days where the
10        extension will not endanger the public.
11            (iii) Request for Hearing. If a timely written
12        request for hearing is received, no further action
13        shall be taken until the requirements of Section
14        18c-2102 of this Chapter have been satisfied.
15            (iv) Revocation by Operation of Law. If, at the
16        expiration of the applicable time period, the person
17        has not complied with the pertinent requirements, and a
18        written request for hearing has not been received, the
19        person will be deemed to have waived hearing and the
20        license or registration shall be revoked by operation
21        of law without further action by the Commission as if
22        the Commission has served an order on the date
23        following expiration revoking the license or
24        registration.
25    (7) Probation. The Commission may probate the imposition of
26any of the sanctions set forth in this Section.

 

 

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1(Source: P.A. 88-415.)
 
2    Section 20. The Business Corporation Act of 1983 is amended
3by changing Sections 1.17, 1.70, 1.80, 2.10, 9.05, 9.20, 12.20,
412.35, 12.45, 13.15, 13.45, 13.50, 13.60, 13.70, 14.01, 14.05,
514.15, 14.20, 14.25, 14.30, 14.35, 15.05, 15.50, 15.85, 15.90,
615.97, and 16.05 and the heading of Article 15 as follows:
 
7    (805 ILCS 5/1.17)  (from Ch. 32, par. 1.17)
8    Sec. 1.17. Petition for refund or adjustment of license
9fee, franchise tax, penalty, or interest.
10    (a) Any domestic corporation or foreign corporation having
11authority to transact business in this State may petition the
12Secretary of State for a refund or adjustment of license fee,
13franchise tax, penalty, or interest claimed to have been
14erroneously paid or claimed to be payable, subject however to
15the following limitations:
16        (1) No refund shall be made unless a petition for such
17    shall have been filed in accordance with Section 1.10 of
18    this Act within three years after the amount to be refunded
19    was paid;
20        (2) No adjustment of any license fee, franchise tax,
21    penalty, or interest shall be made unless a petition for
22    such shall have been made within three years after the
23    amount to be adjusted should have been paid;
24        (3) If the refund or adjustment claimed is based upon

 

 

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1    an instrument filed with the Secretary of State which
2    contained a misstatement of fact, typographical error,
3    error of transcription or other error or defect, no refund
4    or adjustment of any license fee, franchise tax, penalty,
5    or interest shall be made unless a statement of correction
6    has been filed in accordance with Section 1.15 of this Act.
7    (b) The petition for refund or adjustment shall be executed
8in accordance with Section 1.10 of this Act and shall set
9forth:
10        (1) The name of the corporation and the state or
11    country under the laws of which it is organized.
12        (2) The amount and nature of the claim.
13        (3) The details of each transaction and all facts upon
14    which the petitioner relies.
15        (4) Any other information required by rule.
16    (c) If the Secretary of State determines that any license
17fee, franchise tax, penalty, or interest is incorrect, in whole
18or in part, he or she shall adjust the amount to be paid or
19shall refund to the corporation any amount paid in excess of
20the proper amount; provided, however, that no refund shall be
21made for an amount less than $200 and any refund in excess of
22that amount shall be reduced by $200, and provided further,
23that such refund shall be made without payment of interest.
24(Source: P.A. 91-464, eff. 1-1-00.)
 
25    (805 ILCS 5/1.70)  (from Ch. 32, par. 1.70)

 

 

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1    Sec. 1.70. Miscellaneous applications.
2    (a) Application to existing corporations organized under
3general laws. The provisions of this Act shall apply to all
4existing corporations, including public utility corporations,
5organized under any general law of this State providing for the
6organization of corporations for a purpose or purposes for
7which a corporation might be organized under this Act.
8    (b) Application to existing corporations organized under
9special Acts. All corporations, including public utility
10corporations, heretofore organized for profit under any
11special law of this State, for a purpose or purposes for which
12a corporation might be organized under this Act, shall be
13entitled to the rights, privileges, immunities, and franchises
14provided by this Act.
15    (c) Application of Act to domestic railroad corporations.
16Corporations organized under the laws of this State for the
17purpose of operating any railroad in this State shall be
18subject to the following provisions of this Act regardless of
19whether or not such corporations have been reincorporated under
20provisions of this Act:
21        (1) Section 3.10(m), relating to the donations for the
22    public welfare or for charitable, scientific, religious or
23    educational purposes.
24        (2) Sections 12.05, 12.10, 12.15, 12.20, 12.25 and
25    12.30, relating to voluntary dissolution.
26        (3) Sections 12.35, 12.40, 12.45 and 12.50(a),

 

 

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1    relating to administrative or judicial dissolution.
2        (4) Section 12.80 relating to survival of remedy after
3    dissolution.
4        (5) Sections 14.05 and 14.10 relating to annual report
5    of domestic corporations.
6        (6) Section 14.20 relating to reports of domestic
7    corporations with respect to issuance of shares.
8        (7) Sections 16.50 and 16.10 relating to penalties for
9    failure to file reports.
10        (8) Sections 1.05, 1.10, 1.20, 1.25, 1.35, 1.40, 1.45,
11    7.10, 7.20, 8.45, 15.05, 15.10, 15.15, 15.20, 15.25, 15.30,
12    15.35, 15.40, 15.45, 15.50, 15.80 and 15.85 relating to
13    fees for filing documents and issuing certificates,
14    license fees, franchise taxes, and miscellaneous charges
15    payable by domestic corporations, waiver of notice, action
16    by shareholders, and or informal action by directors,
17    appeal from Secretary of State, receipt in evidence of
18    certificates and certified copies of certain document
19    forms, and powers of Secretary of State.
20    Corporations organized under the provisions of this Act, or
21which were organized under the provisions of any other general
22or special laws of this State and later reincorporated under
23the provisions of this Act, for the purpose of operating any
24railroad in this State, shall be entitled to the rights,
25privileges, immunities, and franchises provided by this Act and
26shall be in all respects governed by this Act unless otherwise

 

 

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1specified herein.
2    (d) Application to co-operative associations. Any
3corporation organized under any general or special law of this
4State as a co-operative association shall be entitled to the
5benefits of this Act and shall be subject to all the provisions
6hereof, in so far as they are not in conflict with the general
7law or special Act under which it was organized, upon the
8holders of two-thirds of its outstanding shares having voted to
9accept the benefits of this Act and to be subject to all the
10provisions hereof, except in so far as they may be in conflict
11with the general or special law under which it was organized,
12and the filing in the office of the Secretary of State of a
13certificate setting forth such fact. Such certificate shall be
14executed by such co-operative association by its president or
15vice-president, and verified by him or her, attested by its
16secretary or an assistant secretary. The notice of the meeting
17at which such vote is taken, which may be either an annual or a
18special meeting of shareholders, shall set forth that a vote
19will be taken at such meeting on the acceptance by such
20co-operative association of the provisions of this Act.
21    (e) Application of Act in certain cases. Nothing contained
22in this Act shall be held or construed to:
23        (1) Authorize or permit the Illinois Central Railroad
24    Company to sell the railway constructed under its charter
25    approved February 10, 1851, or to mortgage the same except
26    subject to the rights of the State under its contract with

 

 

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1    said company, contained in its said charter, or to dissolve
2    its corporate existence, or to relieve itself or its
3    corporate property from its obligations to the State, under
4    the provisions of said charter; nor shall anything herein
5    contained be so construed as to in any manner relieve or
6    discharge any railroad company, organized under the laws of
7    this State, from the duties or obligations imposed by
8    virtue of any statute now in force or hereafter enacted.
9        (2) Alter, modify, release, or impair the rights of
10    this State as now reserved to it in any railroad charter
11    heretofore granted, or to affect in any way the rights or
12    obligations of any railroad company derived from or imposed
13    by such charter.
14        (3) Alter, modify, or repeal any of the provisions of
15    the Public Utilities Act. The term "public utility" or
16    "public utilities" as used in this Act shall be the same as
17    defined in the Public Utilities Act.
18    (f) Application of Act to foreign and interstate commerce.
19The provisions of this Act shall apply to commerce with foreign
20nations and among the several states only in so far as the same
21may be permitted under the provisions of the Constitution of
22the United States.
23    (g) Requirement before incorporation of trust company.
24Articles of incorporation for the organization of a corporation
25for the purpose of accepting and executing trusts shall not be
26filed by the Secretary of State until there is delivered to him

 

 

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1or her a statement executed by the Commissioner of Banks and
2Real Estate that the incorporators of the corporation have made
3arrangements with the Commissioner of Banks and Real Estate to
4comply with the Corporate Fiduciary Act.
5    (h) Application of certain existing acts. Corporations
6organized under the laws of this State for the purpose of
7accepting and executing trusts shall be subject to the
8provisions of the Corporate Fiduciary Act.
9    Corporations organized for the purpose of building,
10operating, and maintaining within this State any levee, canal,
11or tunnel for agricultural, mining, or sanitary purposes, shall
12be subject to the provisions of the Corporation Canal
13Construction Act.
14    In any profession or occupation licensed by the Illinois
15Department of Agriculture, the Department may, in determining
16financial ratios and allowable assets, disregard notes and
17accounts receivable to the corporate licensee from its officers
18or directors or a parent or subsidiary corporation of such
19licensee or any receivable owing to a licensee corporation from
20an unincorporated division of the licensee or any share
21subscription right owing to a corporation from its
22shareholders.
23(Source: P.A. 96-1121, eff. 1-1-11.)
 
24    (805 ILCS 5/1.80)  (from Ch. 32, par. 1.80)
25    Sec. 1.80. Definitions. As used in this Act, unless the

 

 

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1context otherwise requires, the words and phrases defined in
2this Section shall have the meanings set forth herein.
3    (a) "Corporation" or "domestic corporation" means a
4corporation subject to the provisions of this Act, except a
5foreign corporation.
6    (b) "Foreign corporation" means a corporation for profit
7organized under laws other than the laws of this State, but
8shall not include a banking corporation organized under the
9laws of another state or of the United States, a foreign
10banking corporation organized under the laws of a country other
11than the United States and holding a certificate of authority
12from the Commissioner of Banks and Real Estate issued pursuant
13to the Foreign Banking Office Act, or a banking corporation
14holding a license from the Commissioner of Banks and Real
15Estate issued pursuant to the Foreign Bank Representative
16Office Act.
17    (c) "Articles of incorporation" means the original
18articles of incorporation, including the articles of
19incorporation of a new corporation set forth in the articles of
20consolidation, and all amendments thereto, whether evidenced
21by articles of amendment, articles of merger, articles of
22exchange, statement of correction affecting articles,
23resolution establishing series of shares or a statement of
24cancellation under Section 9.05. Restated articles of
25incorporation shall supersede the original articles of
26incorporation and all amendments thereto prior to the effective

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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1converted into or exchanged for other shares of the corporation
2shall not be deemed to be treasury shares.
3    (y) "Gross amount of business" means gross receipts, from
4whatever source derived.
5(Source: P.A. 95-368, eff. 8-23-07.)
 
6    (805 ILCS 5/2.10)  (from Ch. 32, par. 2.10)
7    Sec. 2.10. Articles of Incorporation. The articles of
8incorporation shall be executed and filed in duplicate in
9accordance with Section 1.10 of this Act.
10    (a) The articles of incorporation must set forth:
11        (1) a corporate name for the corporation that satisfies
12    the requirements of this Act;
13        (2) the purpose or purposes for which the corporation
14    is organized, which may be stated to be, or to include, the
15    transaction of any or all lawful businesses for which
16    corporations may be incorporated under this Act;
17        (3) the address of the corporation's initial
18    registered office and the name of its initial registered
19    agent at that office;
20        (4) the name and address of each incorporator;
21        (5) the number of shares of each class the corporation
22    is authorized to issue;
23        (6) the number and class of shares which the
24    corporation proposes to issue without further report to the
25    Secretary of State, and the consideration to be received,

 

 

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1    less expenses, including commissions, paid or incurred in
2    connection with the issuance of shares, by the corporation
3    therefor. If shares of more than one class are to be
4    issued, the consideration for shares of each class shall be
5    separately stated;
6        (7) if the shares are divided into classes, the
7    designation of each class and a statement of the
8    designations, preferences, qualifications, limitations,
9    restrictions, and special or relative rights with respect
10    to the shares of each class; and
11        (8) if the corporation may issue the shares of any
12    preferred or special class in series, then the designation
13    of each series and a statement of the variations in the
14    relative rights and preferences of the different series, if
15    the same are fixed in the articles of incorporation, or a
16    statement of the authority vested in the board of directors
17    to establish series and determine the variations in the
18    relative rights and preferences of the different series.
19    (b) The articles of incorporation may set forth:
20        (1) the names and addresses of the individuals who are
21    to serve as the initial directors;
22        (2) provisions not inconsistent with law with respect
23    to:
24            (i) managing the business and regulating the
25        affairs of the corporation;
26            (ii) defining, limiting, and regulating the

 

 

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1        rights, powers and duties of the corporation, its
2        officers, directors and shareholders;
3            (iii) authorizing and limiting the preemptive
4        right of a shareholder to acquire shares, whether then
5        or thereafter authorized;
6            (iv) an estimate, expressed in dollars, of the
7        value of all the property to be owned by the
8        corporation for the following year, wherever located,
9        and an estimate of the value of the property to be
10        located within this State during such year, and an
11        estimate, expressed in dollars, of the gross amount of
12        business which will be transacted by it during such
13        year and an estimate of the gross amount thereof which
14        will be transacted by it at or from places of business
15        in this State during such year; or
16            (v) superseding any provision of this Act that
17        requires for approval of corporate action a two-thirds
18        vote of the shareholders by specifying any smaller or
19        larger vote requirement not less than a majority of the
20        outstanding shares entitled to vote on the matter and
21        not less than a majority of the outstanding shares of
22        each class of shares entitled to vote as a class on the
23        matter.
24        (3) a provision eliminating or limiting the personal
25    liability of a director to the corporation or its
26    shareholders for monetary damages for breach of fiduciary

 

 

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1    duty as a director, provided that the provision does not
2    eliminate or limit the liability of a director (i) for any
3    breach of the director's duty of loyalty to the corporation
4    or its shareholders, (ii) for acts or omissions not in good
5    faith or that involve intentional misconduct or a knowing
6    violation of law, (iii) under Section 8.65 of this Act, or
7    (iv) for any transaction from which the director derived an
8    improper personal benefit. No such provision shall
9    eliminate or limit the liability of a director for any act
10    or omission occurring before the date when the provision
11    becomes effective.
12        (4) any provision that under this Act is required or
13    permitted to be set forth in the articles of incorporation
14    or by-laws.
15    (c) The articles of incorporation need not set forth any of
16the corporate powers enumerated in this Act.
17    (d) The duration of a corporation is perpetual unless
18otherwise specified in the articles of incorporation.
19    (e) (Blank) If the data to which reference is made in
20subparagraph (iv) of paragraph (2) of subsection (b) of this
21Section is not included in the articles of incorporation, the
22franchise tax provided for in this Act shall be computed on the
23basis of the entire paid-in capital as set forth pursuant to
24paragraph (6) of subsection (a) of this Section, until such
25time as the data to which reference is made in subparagraph
26(iv) of paragraph (2) of subsection (b) is provided in

 

 

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1accordance with either Section 14.05 or Section 14.25 of this
2Act.
3    When the provisions of this Section have been complied
4with, the Secretary of State shall file the articles of
5incorporation.
6(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
 
7    (805 ILCS 5/9.05)  (from Ch. 32, par. 9.05)
8    Sec. 9.05. Power of corporation to acquire its own shares.
9    (a) A corporation may acquire its own shares, subject to
10limitations set forth in Section 9.10 of this Act.
11    (b) If a corporation acquires its own shares after the
12effective date of this amendatory Act of 1993, the shares
13constitute treasury shares until cancelled as provided by
14subsection (d) of this Section.
15    (c) A corporation shall file a report under Section 14.25
16of this Act in the case of its acquisition of its own shares
17that occurs either prior to January 1, 1991 or on or prior to
18the last day of the third month immediately preceding the
19corporation's anniversary month in 1991. A corporation shall
20file a report under Section 14.30 of this Act in the case of
21its acquisition and cancellation of its own shares that occurs
22after both December 31, 1990 and the last day of such third
23month. However, if the articles of incorporation provide that
24the number of authorized shares is reduced by an acquisition
25and cancellation of shares, then the corporation shall, within

 

 

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160 days after the date of acquisition, execute and file in
2duplicate in accordance with Section 1.10 of this Act, a
3statement of cancellation which sets forth:
4        (1) The name of the corporation.
5        (2) The aggregate number of shares which the
6    corporation has authority to issue, itemized by classes and
7    series, if any, within a class before giving effect to the
8    cancellation.
9        (3) The aggregate number of issued shares, itemized by
10    classes and series, if any, within a class before giving
11    effect to the cancellation.
12        (4) The number of shares cancelled, itemized by classes
13    and series, if any, within a class.
14        (5) The aggregate number of shares which the
15    corporation has the authority to issue, itemized by classes
16    and series, if any, within a class after giving effect to
17    the cancellation.
18        (6) The aggregate number of issued shares, itemized by
19    classes and series, if any, within a class, after giving
20    effect to the cancellation.
21        (7) A statement, expressed in dollars, of the amount of
22    the paid-in capital of the corporation before giving effect
23    to the cancellation.
24        (8) A statement, expressed in dollars, of the amount of
25    the paid-in capital of the corporation after giving effect
26    to the cancellation.

 

 

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1    Upon the filing of the statement of cancellation by the
2Secretary of State, the paid-in capital of the corporation
3shall be deemed to be reduced by that part of the paid-in
4capital which was, at the time of the cancellation, represented
5by the shares so cancelled, to the extent of the cost from the
6paid-in capital of the reacquired and cancelled shares or a
7lesser amount as may be elected by the corporation, and the
8statement of cancellation shall operate as an amendment to the
9articles of incorporation so as to reduce the number of
10authorized shares by the number of shares so cancelled.
11    (d) A corporation, by resolution of the board of directors,
12may cancel any of its treasury shares. When cancelled, the
13shares shall constitute authorized but unissued shares unless
14the articles of incorporation provide that the shares shall not
15be reissued, in which case the number of authorized shares
16shall be reduced by the number of shares cancelled.
17    (e) (Blank) Until the report required by subsection (c) of
18this Section, or the report required by Section 14.25 or
19Section 14.30 of this Act reporting a reduction in paid-in
20capital, shall have been filed in the office of the Secretary
21of State, the basis of the annual franchise tax payable by the
22corporation shall not be reduced, provided, however, in no
23event shall the annual franchise tax for any taxable year be
24reduced if such report is not filed prior to the first day of
25the anniversary month or, in the case of a corporation which
26has established an extended filing month, the extended filing

 

 

HB0391- 34 -LRB099 00126 KTG 20126 b

1month of that taxable year and before payment of its annual
2franchise tax.
3(Source: P.A. 94-605, eff. 1-1-06.)
 
4    (805 ILCS 5/9.20)
5    Sec. 9.20. Reduction of paid-in capital.
6    (a) A corporation may reduce its paid-in capital:
7        (1) by resolution of its board of directors by charging
8    against its paid-in capital (i) the paid-in capital
9    represented by shares acquired and cancelled by the
10    corporation as permitted by law, to the extent of the cost
11    from the paid-in capital of the reacquired and cancelled
12    shares or a lesser amount as may be elected by the
13    corporation, (ii) dividends paid on preferred shares, or
14    (iii) distributions as liquidating dividends; or
15        (2) pursuant to an approved reorganization in
16    bankruptcy that specifically directs the reduction to be
17    effected.
18    (b) Notwithstanding anything to the contrary contained in
19this Act, at no time shall the paid-in capital be reduced to an
20amount less than the aggregate par value of all issued shares
21having a par value.
22    (c) (Blank) Until the report under Section 14.30 has been
23filed in the Office of the Secretary of State showing a
24reduction in paid-in capital, the basis of the annual franchise
25tax payable by the corporation shall not be reduced; provided,

 

 

HB0391- 35 -LRB099 00126 KTG 20126 b

1however, that in no event shall the annual franchise tax for
2any taxable year be reduced if the report is not filed prior to
3the first day of the anniversary month or, in the case of a
4corporation that has established an extended filing month, the
5extended filing month of the corporation of that taxable year
6and before payment of its annual franchise tax.
7    (d) A corporation that reduced its paid-in capital after
8December 31, 1986 by one or more of the methods described in
9subsection (a) may report the reduction pursuant to Section
1014.30, subject to the restrictions of subsections (b) and (c)
11of this Section.
12    (e) Nothing in this Section shall be construed to forbid
13any reduction in paid-in capital to be effected under Section
149.05 of this Act.
15    (f) In the case of a vertical merger, the paid-in capital
16of a subsidiary may be eliminated if either (1) it was created,
17totally funded, and wholly owned by the parent or (2) the
18amount of the parent's investment in the subsidiary was equal
19to or exceeded the subsidiary's paid-in capital.
20(Source: P.A. 94-605, eff. 1-1-06.)
 
21    (805 ILCS 5/12.20)  (from Ch. 32, par. 12.20)
22    Sec. 12.20. Articles of dissolution.
23    (a) When a voluntary dissolution has been authorized as
24provided by this Act, articles of dissolution shall be executed
25and filed in duplicate in accordance with Section 1.10 of this

 

 

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1Act and shall set forth:
2        (1) The name of the corporation.
3        (2) The date dissolution was authorized.
4        (3) A post-office address to which may be mailed a copy
5    of any process against the corporation that may be served
6    on the Secretary of State.
7        (4) A statement of the aggregate number of issued
8    shares of the corporation itemized by classes and series,
9    if any, within a class, as of the date of execution.
10        (5) A statement of the amount of paid-in capital of the
11    corporation as of the date of execution.
12        (6) Such additional information as may be necessary or
13    appropriate in order to determine any unpaid fees or
14    franchise taxes payable by such corporation as in this Act
15    prescribed or any unpaid franchise taxes payable by such
16    corporation under the law in effect prior to the effective
17    date of this amendatory Act of the 99th General Assembly.
18        (7) Where dissolution is authorized pursuant to
19    Section 12.05, a statement that a majority of incorporators
20    or majority of directors, as the case may be, have
21    consented to the dissolution and that all provisions of
22    Section 12.05 have been complied with.
23        (8) Where dissolution is authorized pursuant to
24    Section 12.10, a statement that the holders of all the
25    outstanding shares entitled to vote on dissolution have
26    consented thereto.

 

 

HB0391- 37 -LRB099 00126 KTG 20126 b

1        (9) Where dissolution is authorized pursuant to
2    Section 12.15, a statement that a resolution proposing
3    dissolution has been adopted at a meeting of shareholders
4    by the affirmative vote of the holders of outstanding
5    shares having not less than the minimum number of votes
6    necessary to adopt such resolution as provided by the
7    articles of incorporation.
8    (b) When the provisions of this Section have been complied
9with, the Secretary of State shall file the articles of
10dissolution.
11    (c) The dissolution is effective on the date of the filing
12of the articles thereof by the Secretary of State.
13(Source: P.A. 92-33, eff. 7-1-01.)
 
14    (805 ILCS 5/12.35)  (from Ch. 32, par. 12.35)
15    Sec. 12.35. Grounds for administrative dissolution. The
16Secretary of State may dissolve any corporation
17administratively if:
18    (a) It has failed to file its annual report or final
19transition annual report and pay its franchise tax as required
20by this Act before the first day of the anniversary month or,
21in the case of a corporation which has established an extended
22filing month, the extended filing month of the corporation of
23the year in which such annual report becomes due and such
24franchise tax becomes payable;
25    (b) it has failed to file in the office of the Secretary of

 

 

HB0391- 38 -LRB099 00126 KTG 20126 b

1State any report after the expiration of the period prescribed
2in this Act for filing such report;
3    (c) it has failed to pay any fees, franchise taxes, or
4charges prescribed by this Act;
5    (d) it has misrepresented any material matter in any
6application, report, affidavit, or other document filed by the
7corporation pursuant to this Act;
8    (e) it has failed to appoint and maintain a registered
9agent in this State;
10    (f) it has tendered payment to the Secretary of State which
11is returned due to insufficient funds, a closed account, or for
12any other reason, and acceptable payment has not been
13subsequently tendered;
14    (g) upon the failure of an officer or director to whom
15interrogatories have been propounded by the Secretary of State
16as provided in this Act, to answer the same fully and to file
17such answer in the office of the Secretary of State; or
18    (h) if the answer to such interrogatories discloses, or if
19the fact is otherwise ascertained, that the proportion of the
20sum of the paid-in capital of such corporation represented in
21this State is greater than the amount on which such corporation
22has theretofore paid fees and franchise taxes, and the
23deficiency therein is not paid.
24(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
 
25    (805 ILCS 5/12.45)  (from Ch. 32, par. 12.45)

 

 

HB0391- 39 -LRB099 00126 KTG 20126 b

1    (Text of Section before amendment by P.A. 98-776)
2    Sec. 12.45. Reinstatement following administrative
3dissolution.
4    (a) A domestic corporation administratively dissolved
5under Section 12.40 may be reinstated by the Secretary of State
6following the date of issuance of the certificate of
7dissolution upon:
8        (1) The filing of an application for reinstatement.
9        (2) The filing with the Secretary of State by the
10    corporation of all reports then due and theretofore
11    becoming due.
12        (3) The payment to the Secretary of State by the
13    corporation of all fees, franchise taxes, and penalties
14    then due and theretofore becoming due.
15    (b) The application for reinstatement shall be executed and
16filed in duplicate in accordance with Section 1.10 of this Act
17and shall set forth:
18        (1) The name of the corporation at the time of the
19    issuance of the certificate of dissolution.
20        (2) If such name is not available for use as determined
21    by the Secretary of State at the time of filing the
22    application for reinstatement, the name of the corporation
23    as changed, provided however, and any change of name is
24    properly effected pursuant to Section 10.05 and Section
25    10.30 of this Act.
26        (3) The date of the issuance of the certificate of

 

 

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1    dissolution.
2        (4) The address, including street and number, or rural
3    route number of the registered office of the corporation
4    upon reinstatement thereof, and the name of its registered
5    agent at such address upon the reinstatement of the
6    corporation, provided however, that any change from either
7    the registered office or the registered agent at the time
8    of dissolution is properly reported pursuant to Section
9    5.10 of this Act.
10    (c) When a dissolved corporation has complied with the
11provisions of this Section the Secretary of State shall file
12the application for reinstatement.
13    (d) Upon the filing of the application for reinstatement,
14the corporate existence shall be deemed to have continued
15without interruption from the date of the issuance of the
16certificate of dissolution, and the corporation shall stand
17revived with such powers, duties and obligations as if it had
18not been dissolved; and all acts and proceedings of its
19officers, directors and shareholders, acting or purporting to
20act as such, which would have been legal and valid but for such
21dissolution, shall stand ratified and confirmed.
22(Source: P.A. 96-328, eff. 8-11-09.)
 
23    (Text of Section after amendment by P.A. 98-776)
24    Sec. 12.45. Reinstatement following administrative
25dissolution.

 

 

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1    (a) A domestic corporation administratively dissolved
2under Section 12.40 may be reinstated by the Secretary of State
3following the date of issuance of the certificate of
4dissolution upon:
5        (1) The filing of an application for reinstatement.
6        (2) The filing with the Secretary of State by the
7    corporation of all reports then due and theretofore
8    becoming due.
9        (3) The payment to the Secretary of State by the
10    corporation of all fees, franchise taxes, and penalties
11    then due and theretofore becoming due.
12    (b) The application for reinstatement shall be executed and
13filed in duplicate in accordance with Section 1.10 of this Act
14and shall set forth:
15        (1) The name of the corporation at the time of the
16    issuance of the certificate of dissolution.
17        (2) If such name is not available for use as determined
18    by the Secretary of State at the time of filing the
19    application for reinstatement, the name of the corporation
20    as changed, provided however, and any change of name is
21    properly effected pursuant to Section 10.05 and Section
22    10.30 of this Act.
23        (3) The date of the issuance of the certificate of
24    dissolution.
25        (4) The address, including street and number, or rural
26    route number of the registered office of the corporation

 

 

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1    upon reinstatement thereof, and the name of its registered
2    agent at such address upon the reinstatement of the
3    corporation, provided however, that any change from either
4    the registered office or the registered agent at the time
5    of dissolution is properly reported pursuant to Section
6    5.10 of this Act.
7    (c) When a dissolved corporation has complied with the
8provisions of this Section the Secretary of State shall file
9the application for reinstatement.
10    (d) Upon the filing of the application for reinstatement,
11the corporate existence for all purposes shall be deemed to
12have continued without interruption from the date of the
13issuance of the certificate of dissolution, and the corporation
14shall stand revived with such powers, duties and obligations as
15if it had not been dissolved; and all acts and proceedings of
16its shareholders, directors, officers, employees, and agents,
17acting or purporting to act in that capacity, and which would
18have been legal and valid but for such dissolution, shall stand
19ratified and confirmed.
20    (e) Without limiting the generality of subsection (d), upon
21the filing of the application for reinstatement, no
22shareholder, director, or officer shall be personally liable,
23under Section 8.65 of this Act or otherwise, for the debts and
24liabilities of the corporation incurred during the period of
25administrative dissolution by reason of the fact that the
26corporation was administratively dissolved at the time the

 

 

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1debts or liabilities were incurred.
2(Source: P.A. 98-776, eff. 1-1-15.)
 
3    (805 ILCS 5/13.15)  (from Ch. 32, par. 13.15)
4    Sec. 13.15. Application for authority.
5    (a) A foreign corporation, in order to procure authority to
6transact business in this State, shall execute and file in
7duplicate an application therefor, in accordance with Section
81.10 of this Act, and shall also file a copy of its articles of
9incorporation and all amendments thereto, duly authenticated
10by the proper officer of the state or country wherein it is
11incorporated. Such application shall set forth:
12        (1) The name of the corporation, with any additions
13    thereto required in order to comply with Section 4.05 of
14    this Act together with the state or country under the laws
15    of which it is organized.
16        (2) The date of its incorporation and the period of its
17    duration.
18        (3) The address, including street and number, or rural
19    route number, of its principal office.
20        (4) The address, including street and number, if any,
21    of its proposed registered office in this State, and the
22    name of its proposed registered agent in this State at such
23    address.
24        (5) (Blank.)
25        (6) The purpose or purposes for which it was organized

 

 

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1    which it proposes to pursue in the transaction of business
2    in this State.
3        (7) The names and respective addresses, including
4    street and number, or rural route number, of its directors
5    and officers.
6        (8) A statement of the aggregate number of shares which
7    it has authority to issue, itemized by classes, and series,
8    if any, within a class.
9        (9) A statement of the aggregate number of its issued
10    shares itemized by classes, and series, if any, within a
11    class.
12        (10) A statement of the amount of paid-in capital of
13    the corporation, as defined in this Act.
14        (11) An estimate, expressed in dollars, of the value of
15    all the property to be owned by it for the following year,
16    wherever located, and an estimate of the value of the
17    property to be located within this State during such year,
18    and an estimate, expressed in dollars, of the gross amount
19    of business which will be transacted by it during such year
20    and an estimate of the gross amount thereof which will be
21    transacted by it at or from places of business in this
22    State during such year.
23        (12) In the case of telegraph, telephone, cable,
24    railroad, or pipe line corporations, the total length of
25    such telephone, telegraph, cable, railroad, or pipe line
26    and the length of the line located in this State, and the

 

 

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1    total value of such line and the value of such line in this
2    State.
3        (13) Such additional information as may be necessary or
4    appropriate in order to enable the Secretary of State to
5    determine whether such corporation is entitled to be
6    granted authority to transact business in this State and to
7    determine and assess the franchise taxes, fees, and charges
8    payable as in this Act prescribed.
9    (b) Such application shall be made on forms prescribed and
10furnished by the Secretary of State.
11    (c) When the provisions of this Section have been complied
12with, the Secretary of State shall file the application for
13authority.
14(Source: P.A. 92-33, eff. 7-1-01.)
 
15    (805 ILCS 5/13.45)  (from Ch. 32, par. 13.45)
16    Sec. 13.45. Withdrawal of foreign corporation. A foreign
17corporation authorized to transact business in this State may
18withdraw from this State upon filing with the Secretary of
19State an application for withdrawal. In order to procure such
20withdrawal, the foreign corporation shall:
21        (a) execute and file in duplicate, in accordance with
22    Section 1.10 of this Act, an application for withdrawal and
23    a final report, which shall set forth:
24            (1) that no proportion of its issued shares is, on
25        the date of the application, represented by business

 

 

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1        transacted or property located in this State;
2            (2) that it surrenders its authority to transact
3        business in this State;
4            (3) that it revokes the authority of its registered
5        agent in this State to accept service of process and
6        consents that service of process in any suit, action,
7        or proceeding based upon any cause of action arising in
8        this State during the time the corporation was licensed
9        to transact business in this State may thereafter be
10        made on the corporation by service on the Secretary of
11        State;
12            (4) a post-office address to which may be mailed a
13        copy of any process against the corporation that may be
14        served on the Secretary of State;
15            (5) the name of the corporation and the state or
16        country under the laws of which it is organized;
17            (6) a statement of the aggregate number of issued
18        shares of the corporation itemized by classes, and
19        series, if any, within a class, as of the date of the
20        final report;
21            (7) a statement of the amount of paid-in capital of
22        the corporation as of the date of the final report; and
23            (8) such additional information as may be
24        necessary or appropriate in order to enable the
25        Secretary of State to determine and assess any unpaid
26        fees or franchise taxes payable by the foreign

 

 

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1        corporation as prescribed in this Act or any unpaid
2        franchise taxes payable by such corporation under the
3        law in effect prior to the effective date of this
4        amendatory Act of the 99th General Assembly; or
5        (b) if it has been dissolved, file a copy of the
6    articles of dissolution duly authenticated by the proper
7    officer of the state or country under the laws of which the
8    corporation was organized; or
9        (c) if it has been the non-survivor of a statutory
10    merger and the surviving entity was a foreign corporation
11    or limited liability company which had not obtained
12    authority to transact business in this State, file a copy
13    of the articles of merger duly authenticated by the proper
14    officer of the state or country under the laws of which the
15    corporation or limited liability company was organized; or
16        (d) if it has been converted into another entity, file
17    a copy of the articles of conversion duly authenticated by
18    the proper officer of the state or country under the laws
19    of which the corporation was organized.
20    The application for withdrawal and the final report shall
21be made on forms prescribed and furnished by the Secretary of
22State.
23    When the corporation has complied with subsection (a) of
24this Section, the Secretary of State shall file the application
25for withdrawal and mail a copy of the application to the
26corporation or its representative. If the provisions of

 

 

HB0391- 48 -LRB099 00126 KTG 20126 b

1subsection (b) of this Section have been followed, the
2Secretary of State shall file the copy of the articles of
3dissolution in his or her office.
4    Upon the filing of the application for withdrawal or copy
5of the articles of dissolution, the authority of the
6corporation to transact business in this State shall cease.
7(Source: P.A. 98-171, eff. 8-5-13.)
 
8    (805 ILCS 5/13.50)  (from Ch. 32, par. 13.50)
9    Sec. 13.50. Grounds for revocation of authority. The
10authority of a foreign corporation to transact business in this
11State may be revoked by the Secretary of State:
12    (a) Upon the failure of an officer or director to whom
13interrogatories have been propounded by the Secretary of State
14as provided in this Act, to answer the same fully and to file
15such answer in the office of the Secretary of State.
16    (b) If the answer to such interrogatories discloses, or if
17the fact is otherwise ascertained, that the proportion of the
18sum of the paid-in capital of such corporation represented in
19this State is greater than the amount on which such corporation
20has theretofore paid fees and franchise taxes, and the
21deficiency therein is not paid.
22    (c) If the corporation for a period of one year has
23transacted no business and has had no tangible property in this
24State as revealed by its annual reports.
25    (d) Upon the failure of the corporation to keep on file in

 

 

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1the office of the Secretary of State duly authenticated copies
2of each amendment to its articles of incorporation.
3    (e) Upon the failure of the corporation to appoint and
4maintain a registered agent in this State.
5    (f) (Blank).
6    (g) Upon the failure of the corporation to file any report
7after the period prescribed by this Act for the filing of such
8report.
9    (h) Upon the failure of the corporation to pay any fees,
10franchise taxes, or charges prescribed by this Act.
11    (i) For misrepresentation of any material matter in any
12application, report, affidavit, or other document filed by such
13corporation pursuant to this Act.
14    (j) Upon the failure of the corporation to renew its
15assumed name or to apply to change its assumed name pursuant to
16the provisions of this Act, when the corporation can only
17transact business within this State under its assumed name in
18accordance with the provisions of Section 4.05 of this Act.
19    (k) When under the provisions of the "Consumer Fraud and
20Deceptive Business Practices Act" a court has found that the
21corporation substantially and willfully violated such Act.
22    (l) Upon tender of payment to the Secretary of State which
23is subsequently returned due to insufficient funds, a closed
24account, or any other reason, and acceptable payment has not
25been subsequently tendered.
26    (m) When the Secretary of State receives a copy of a

 

 

HB0391- 50 -LRB099 00126 KTG 20126 b

1memorandum of judgment relating to a judgment entered for money
2owed to a unit of local government or school district, together
3with a statement filed by its attorney that the judgment has
4not been satisfied and that no appeal has been filed.
5(Source: P.A. 95-515, eff. 8-28-07; 96-1121, eff. 1-1-11.)
 
6    (805 ILCS 5/13.60)  (from Ch. 32, par. 13.60)
7    Sec. 13.60. Reinstatement following revocation.
8    (a) A foreign corporation revoked under Section 13.55 may
9be reinstated by the Secretary of State following the date of
10issuance of the certificate of revocation upon:
11        (1) The filing of an application for reinstatement.
12        (2) The filing with the Secretary of State by the
13    corporation of all reports then due and theretofore
14    becoming due.
15        (3) The payment to the Secretary of State by the
16    corporation of all fees, franchise taxes, and penalties
17    then due and theretofore becoming due.
18    (b) The application for reinstatement shall be executed and
19filed in duplicate in accordance with Section 1.10 of this Act
20and shall set forth:
21        (1) The name of the corporation at the time of the
22    issuance of the certificate of revocation.
23        (2) If such name is not available for use as determined
24    by the Secretary of State at the time of filing the
25    application for reinstatement, the name of the corporation

 

 

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1    as changed; provided, however, that any change of name is
2    properly effected pursuant to Section 13.30 and Section
3    13.40 of this Act.
4        (3) The date of the issuance of the certificate of
5    revocation.
6        (4) The address, including street and number, or rural
7    route number, of the registered office of the corporation
8    upon reinstatement thereof, and the name of its registered
9    agent at such address upon the reinstatement of the
10    corporation; provided, however, that any change from
11    either the registered office or the registered agent at the
12    time of revocation is properly reported pursuant to Section
13    5.10 of this Act.
14    (c) When a revoked corporation has complied with the
15provisions of this Section, the Secretary of State shall file
16the application for reinstatement.
17    (d) Upon the filing of the application for reinstatement,
18the authority of the corporation to transact business in this
19State shall be deemed to have continued without interruption
20from the date of the issuance of the certificate of revocation,
21and the corporation shall stand revived as if its authority had
22not been revoked; and all acts and proceedings of its officers,
23directors and shareholders, acting or purporting to act as
24such, which would have been legal and valid but for such
25revocation, shall stand ratified and confirmed.
26(Source: P.A. 94-605, eff. 1-1-06.)
 

 

 

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1    (805 ILCS 5/13.70)  (from Ch. 32, par. 13.70)
2    Sec. 13.70. Transacting business without authority.
3    (a) No foreign corporation transacting business in this
4State without authority to do so is permitted to maintain a
5civil action in any court of this State, until the corporation
6obtains that authority. Nor shall a civil action be maintained
7in any court of this State by any successor or assignee of the
8corporation on any right, claim or demand arising out of the
9transaction of business by the corporation in this State, until
10authority to transact business in this State is obtained by the
11corporation or by a corporation that has acquired all or
12substantially all of its assets.
13    (b) The failure of a foreign corporation to obtain
14authority to transact business in this State does not impair
15the validity of any contract or act of the corporation, and
16does not prevent the corporation from defending any action in
17any court of this State.
18    (c) A foreign corporation that transacts business in this
19State without authority is liable to this State, for the years
20or parts thereof during which it transacted business in this
21State without authority, in an amount equal to all fees,
22franchise taxes, penalties, and other charges that would have
23been imposed by this Act upon the corporation had it duly
24applied for and received authority to transact business in this
25State as required by this Act, but failed to pay the franchise

 

 

HB0391- 53 -LRB099 00126 KTG 20126 b

1taxes that would have been computed thereon, and thereafter
2filed all reports required by this Act; and, if a corporation
3fails to file an application for authority within 60 days after
4it commences business in this State, in addition thereto it is
5liable for a penalty of either 10% of the filing fee and ,
6license fee and franchise taxes or $200 plus $5.00 for each
7month or fraction thereof in which it has continued to transact
8business in this State without authority therefor, whichever
9penalty is greater. The Attorney General shall bring
10proceedings to recover all amounts due this State under this
11Section.
12    (d) The Attorney General shall bring an action to restrain
13a foreign corporation from transacting business in this State,
14if the authority of the foreign corporation to transact
15business has been revoked under subsection (m) of Section 13.50
16of this Act.
17(Source: P.A. 95-515, eff. 8-28-07.)
 
18    (805 ILCS 5/14.01)  (from Ch. 32, par. 14.01)
19    Sec. 14.01. Statement of election to establish an extended
20filing month.
21    (a) Each domestic corporation and each foreign corporation
22authorized to transact business in this State, having reported
23on its last annual report, or articles of incorporation in the
24case of a domestic corporation, or application for certificate
25of authority in the case of a foreign corporation, an amount

 

 

HB0391- 54 -LRB099 00126 KTG 20126 b

1less than 100% of its paid-in capital represented in Illinois,
2may make an irrevocable, one time election to establish an
3extended filing month for the purpose of filing annual reports
4for all subsequent taxable years by filing pursuant to Section
51.10 within the time prescribed by subsection (c) of this
6Section, a statement setting forth:
7        (1) The name of the corporation.
8        (2) The file number of the corporation as assigned by
9    the Secretary of State.
10        (3) The state or country under whose laws it was
11    organized, the date of incorporation or the date of the
12    issuance of its certificate of authority, if a foreign
13    corporation.
14        (4) The date of the fiscal year end immediately
15    preceding this election.
16        (5) The extended filing month, which month may be any
17    month in 1991 or a subsequent year which is one of the 9
18    months consecutively following the end of the
19    corporation's fiscal year, except that such month may not
20    be one of the 2 months immediately preceding the
21    corporation's anniversary month.
22        Notwithstanding the foregoing, a corporation whose
23    fiscal year ends within the 2 months immediately preceding
24    its anniversary month may not elect an extended filing
25    month.
26    (b) The statement of election shall be accompanied by an

 

 

HB0391- 55 -LRB099 00126 KTG 20126 b

1interim annual report which shall set forth, as of the date of
2filing of the statement, all of the information required
3pursuant to Section 14.05 of this Act to be included in the
4annual report except that the information required by
5subparagraph (h) of Section 14.05 shall be the amounts
6represented in this State as disclosed by the preceding annual
7report or if no annual report is on file, from information
8contained in the articles of incorporation of a domestic
9corporation or the application for certificate of authority in
10the case of a foreign corporation.
11    (c) The statement of election and interim annual report
12referred to in this Section, together with all fees, taxes and
13charges as prescribed by this Act and prorated in accordance
14with Section 15.45 or 15.75, shall be delivered to the
15Secretary of State within 60 days immediately preceding the
16first day of the anniversary month of the corporation in 1991
17or any subsequent year. Proof to the satisfaction of the
18Secretary of State that prior to the first day of the
19anniversary month of the corporation such statement of election
20and interim annual report together with all fees, taxes and
21charges as prescribed by this Act, were deposited in the United
22States mail in a sealed envelope, properly addressed, with
23postage prepaid, shall be deemed a compliance with this
24requirement. If the Secretary of State finds that such
25statement and reports conform to the requirements of this Act,
26he or she shall file the same. If he or she finds that they do

 

 

HB0391- 56 -LRB099 00126 KTG 20126 b

1not so conform, he or she shall promptly return the same to the
2corporation for any necessary corrections, in which event the
3penalties hereinafter prescribed for failure to file such
4report within the time hereinabove provided shall not apply if
5such statement, if applicable, and report are corrected to
6conform to the requirements of this Act and returned to the
7Secretary of State within 30 days of the date the report was
8returned for corrections.
9    (d) Subsequent to the filing of the statement of election
10and the interim annual report, the corporation shall file
11within 60 days prior to the extended filing month a final
12transition annual report reflecting the factual information
13required by Section 14.05, and must pay the appropriate fees
14and franchise taxes due, if any, or set forth the amount of any
15overpayment to be credited against any other taxes applicable
16under this Act which may thereafter be payable, in each case
17based on any difference which may exist between its interim
18annual report and its final transition annual report.
19Compliance with this Section establishes a new reporting period
20for documents required under Article 14 of this Act.
21(Source: P.A. 86-985.)
 
22    (805 ILCS 5/14.05)  (from Ch. 32, par. 14.05)
23    Sec. 14.05. Annual report of domestic or foreign
24corporation. Each domestic corporation organized under any
25general law or special act of this State authorizing the

 

 

HB0391- 57 -LRB099 00126 KTG 20126 b

1corporation to issue shares, other than homestead
2associations, building and loan associations, banks and
3insurance companies (which includes a syndicate or limited
4syndicate regulated under Article V 1/2 of the Illinois
5Insurance Code or member of a group of underwriters regulated
6under Article V of that Code), and each foreign corporation
7(except members of a group of underwriters regulated under
8Article V of the Illinois Insurance Code) authorized to
9transact business in this State, shall file, within the time
10prescribed by this Act, an annual report setting forth:
11        (a) The name of the corporation.
12        (b) The address, including street and number, or rural
13    route number, of its registered office in this State, and
14    the name of its registered agent at that address.
15        (c) The address, including street and number, or rural
16    route number, of its principal office.
17        (d) The names and respective addresses, including
18    street and number, or rural route number, of its directors
19    and officers.
20        (e) A statement of the aggregate number of shares which
21    the corporation has authority to issue, itemized by classes
22    and series, if any, within a class.
23        (f) A statement of the aggregate number of issued
24    shares, itemized by classes, and series, if any, within a
25    class.
26        (g) A statement, expressed in dollars, of the amount of

 

 

HB0391- 58 -LRB099 00126 KTG 20126 b

1    paid-in capital of the corporation as defined in this Act.
2        (h) Either a statement that (1) all the property of the
3    corporation is located in this State and all of its
4    business is transacted at or from places of business in
5    this State, or the corporation elects to pay the annual
6    franchise tax on the basis of its entire paid-in capital,
7    or (2) a statement, expressed in dollars, of the value of
8    all the property owned by the corporation, wherever
9    located, and the value of the property located within this
10    State, and a statement, expressed in dollars, of the gross
11    amount of business transacted by the corporation and the
12    gross amount thereof transacted by the corporation at or
13    from places of business in this State as of the close of
14    its fiscal year on or immediately preceding the last day of
15    the third month prior to the anniversary month or in the
16    case of a corporation which has established an extended
17    filing month, as of the close of its fiscal year on or
18    immediately preceding the last day of the third month prior
19    to the extended filing month; however, in the case of a
20    domestic corporation that has not completed its first
21    fiscal year, the statement with respect to property owned
22    shall be as of the last day of the third month preceding
23    the anniversary month and the statement with respect to
24    business transacted shall be furnished for the period
25    between the date of incorporation and the last day of the
26    third month preceding the anniversary month. In the case of

 

 

HB0391- 59 -LRB099 00126 KTG 20126 b

1    a foreign corporation that has not been authorized to
2    transact business in this State for a period of 12 months
3    and has not commenced transacting business prior to
4    obtaining authority, the statement with respect to
5    property owned shall be as of the last day of the third
6    month preceding the anniversary month and the statement
7    with respect to business transacted shall be furnished for
8    the period between the date of its authorization to
9    transact business in this State and the last day of the
10    third month preceding the anniversary month. If the data
11    referenced in item (2) of this subsection is not completed,
12    the franchise tax provided for in this Act shall be
13    computed on the basis of the entire paid-in capital.
14        (i) A statement, including the basis therefor, of
15    status as a "minority owned business" or as a "female owned
16    business" as those terms are defined in the Business
17    Enterprise for Minorities, Females, and Persons with
18    Disabilities Act.
19        (j) Additional information as may be necessary or
20    appropriate in order to enable the Secretary of State to
21    administer this Act and to verify the proper amount of fees
22    and franchise taxes payable by the corporation.
23    The annual report shall be made on forms prescribed and
24furnished by the Secretary of State, and the information
25therein required by paragraphs (a) through (d), both inclusive,
26of this Section, shall be given as of the date of the execution

 

 

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1of the annual report and the information therein required by
2paragraphs (e), (f) and (g) of this Section shall be given as
3of the last day of the third month preceding the anniversary
4month, except that the information required by paragraphs (e),
5(f) and (g) shall, in the case of a corporation which has
6established an extended filing month, be given in its final
7transition annual report and each subsequent annual report as
8of the close of its fiscal year immediately preceding its
9extended filing month. It shall be executed by the corporation
10by its president, a vice-president, secretary, assistant
11secretary, treasurer or other officer duly authorized by the
12board of directors of the corporation to execute those reports,
13and verified by him or her, or, if the corporation is in the
14hands of a receiver or trustee, it shall be executed on behalf
15of the corporation and verified by the receiver or trustee.
16(Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59,
177-1-03.)
 
18    (805 ILCS 5/14.15)  (from Ch. 32, par. 14.15)
19    Sec. 14.15. First report of issuance of shares. The
20articles of incorporation of each domestic corporation shall be
21deemed to be the first report of the issuance of shares of such
22corporation. For the purpose of determining the initial
23franchise tax of such corporation, and for the purpose of
24determining the annual franchise tax thereafter until the basis
25therefor is changed in a manner provided in this Act, but for

 

 

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1no other purpose, the shares which the articles of
2incorporation state the corporation proposes to issue without
3further report to the Secretary of State shall be deemed to be
4issued at the date of the filing of such articles of
5incorporation. For such purposes, but for no other purpose, the
6consideration which the articles of incorporation state is to
7be received by the corporation therefor shall be deemed to have
8been received by the corporation for such shares.
9(Source: P.A. 86-985.)
 
10    (805 ILCS 5/14.20)  (from Ch. 32, par. 14.20)
11    Sec. 14.20. Reports of issuance of shares and increases in
12paid-in capital.
13    (a) Each domestic corporation, and each foreign
14corporation authorized to transact business in this State,
15after: the issuance of any share not previously reported to the
16Secretary of State as having been issued; an increase in the
17amount of its paid-in capital without the issuance of shares;
18an exchange or reclassification of its shares resulting in an
19increase in the amount of its paid-in capital; or the issuance
20of any shares of the acquiring corporation in a share exchange,
21shall execute and file in accordance with Section 1.10 of this
22Act, a report setting forth:
23        (1) The name of the corporation and the state or
24    country under the laws of which it is organized.
25        (2) A statement of the aggregate number of shares which

 

 

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1    the corporation has authority to issue, itemized by
2    classes, and series, if any, within a class.
3        (3) A statement of the aggregate number of issued
4    shares as last reported to the Secretary of State in any
5    document required by this Act to be filed, other than an
6    annual report, itemized by classes and series, if any,
7    within a class.
8        (4) A statement, expressed in dollars, of the amount of
9    paid-in capital of the corporation as last reported to the
10    Secretary of State in any document required by this Act to
11    be filed, other than an annual report.
12        (5) A statement of the aggregate number of shares
13    issued by the corporation not theretofore reported to the
14    Secretary of State as having been issued, together with the
15    date or dates of the issuance thereof, and a statement,
16    expressed in dollars, of the value of the entire
17    consideration received, less expenses, including
18    commissions, paid or incurred in connection with the
19    issuance, for, or on account of, the issuance of the
20    shares, the statement to be itemized by classes, and
21    series, if any, within a class; and in the case of shares
22    issued as a share dividend, the amount added or transferred
23    to the paid-in capital of the corporation for, or on
24    account of, the issuance of the shares.
25        (6) A statement, expressed in dollars, of the amount
26    added or transferred to paid-in capital of the corporation

 

 

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1    without the issuance of shares, together with the date or
2    dates on which the addition or transfer was made.
3        (7) In case of an exchange or reclassification of
4    issued shares resulting in an increase in the amount of
5    paid-in capital a statement of the date or dates on which
6    the exchange or reclassification was made and the manner in
7    which it was effected, and a statement, expressed in
8    dollars, of the amount added or transferred to the paid-in
9    capital of the corporation as a result thereof, except any
10    portion thereof reported under any other paragraph of this
11    subsection as a part of the consideration received by the
12    corporation for, or on account of, its issued shares.
13        (8) If the consideration received for the issuance of
14    any shares not theretofore reported as having been issued
15    consists of labor or services performed or of property,
16    other than cash, then a statement, expressed in dollars, of
17    the value of that consideration as fixed by the board of
18    directors.
19        (9) A statement of the aggregate number of issued
20    shares itemized by classes and series, if any, within a
21    class, after giving effect to the changes reported.
22        (10) A statement, expressed in dollars, of the amount
23    of paid-in capital of the corporation after giving effect
24    to the changes reported.
25    (b) In the case of issuances of shares or increases in
26paid-in capital that occur either prior to January 1, 1991 or

 

 

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1on or prior to the last day of the third month immediately
2preceding the corporation's anniversary month in 1991, the
3report shall be filed within 60 days after the issuance or
4increase. In the case of issuances of shares or increases that
5occur after both December 31, 1990 and the last day of such
6third month, the issuances or increases shall be reported under
7Section 14.30 at the time required by that Section.
8    (c) No additional license fees or franchise taxes shall be
9payable upon the filing of the report to the extent that
10license fees or franchise taxes shall have been previously paid
11by the corporation in respect of shares previously issued which
12are being exchanged for the shares the issuance of which is
13being reported, provided those facts are shown in the report.
14    (d) The report shall be made on forms prescribed and
15furnished by the Secretary of State.
16(Source: P.A. 86-985; 86-1217.)
 
17    (805 ILCS 5/14.25)  (from Ch. 32, par. 14.25)
18    Sec. 14.25. Report following merger or cancellation of
19shares/reduction in paid-in capital.
20    (a) Each domestic corporation and each foreign corporation
21authorized to transact business in this State that is a party
22to a statutory merger and is the surviving corporation, or that
23effects the cancellation of its shares, or that effects a
24reduction in its paid-in capital in connection with the
25cancellation of its shares, as permitted by this Act, and does

 

 

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1not report that event to the Secretary of State by any other
2report required by this Act to be filed; and each domestic
3corporation that is the new corporation in a consolidation,
4shall execute and file, in accordance with Section 1.10 of this
5Act, a report setting forth:
6        (1) The name of the corporation and the state or
7    country under the laws of which it is organized.
8        (2) A statement of the event.
9        (3) A statement of the aggregate number of issued
10    shares of the corporation as last reported to the Secretary
11    of State in any document required to be filed by this Act,
12    other than an annual report, itemized by classes and
13    series, if any, within a class.
14        (4) A statement of the aggregate number of issued
15    shares of the corporation after giving effect to the
16    change, itemized by classes, and series, if any, within a
17    class.
18        (5) A statement, expressed in dollars, of the amount of
19    paid-in capital of the corporation as last reported to the
20    Secretary of State in any document required to be filed by
21    this Act, other than an annual report, interim annual
22    report or final transition annual report.
23        (6) A statement, expressed in dollars, of the amount of
24    paid-in capital of the corporation after giving effect to
25    the change.
26        (7) In case of a statutory merger, an estimate,

 

 

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1    expressed in dollars, of the value of all property to be
2    owned by it for the following year, wherever located, and
3    an estimate of the value of the property to be located
4    within this State during that year, and an estimate,
5    expressed in dollars, of the gross amount of business which
6    will be transacted by it during that year and an estimate
7    of the gross amount thereof which will be transacted by it
8    at or from places of business in this State during that
9    year.
10    (b) In the case of a statutory merger, consolidation,
11cancellation of shares, or reduction in paid-in capital that
12occurs either prior to January 1, 1991 or on or prior to the
13last day of the third month immediately preceding the
14corporation's anniversary month in 1991, the report shall be
15filed within 60 days after that event. In the case of a
16cancellation of shares or reduction in paid-in capital that
17occurs after both December 31, 1990 and the last day of the
18third month immediately preceding the corporation's
19anniversary month in 1991, the event shall be reported under
20Section 14.30 at the time required by that Section and not
21under this Section In the case of a statutory merger or
22consolidation that occurs after both December 31, 1990 and the
23last day of the third month immediately preceding the
24corporation's anniversary month in 1991, the event shall be
25reported under Section 14.35 at the time required by that
26Section and not under this Section.

 

 

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1    (c) The report shall be made on forms prescribed and
2furnished by the Secretary of State.
3    (d) (Blank) Until the report shall have been filed in the
4office of the Secretary of State, the basis of the annual
5franchise tax payable by the corporation shall not be reduced;
6provided, however, in no event shall the annual franchise tax
7for any taxable year be reduced if the report is not filed
8prior to the first day of the anniversary month or the extended
9filing month of the corporation of that taxable year and before
10payment of its annual franchise tax.
11(Source: P.A. 86-985; 86-1217.)
 
12    (805 ILCS 5/14.30)  (from Ch. 32, par. 14.30)
13    Sec. 14.30. Cumulative report of changes in issued shares
14or paid-in capital.
15    (a) Each domestic corporation and each foreign corporation
16authorized to transact business in this State that effects any
17change in the number of issued shares or the amount of paid-in
18capital that has not theretofore been reported in any report
19other than an annual report, interim annual report, or final
20transition annual report, shall execute and file, in accordance
21with Section 1.10 of this Act, a report with respect to the
22changes in its issued shares or paid-in capital:
23        (1) that have occurred subsequent to the last day of
24    the third month preceding its anniversary month in the
25    preceding year and prior to the first day of the second

 

 

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1    month immediately preceding its anniversary month in the
2    current year; or
3        (2) in the case of a corporation that has established
4    an extended filing month, that have occurred during its
5    fiscal year; or
6        (3) in the case of a statutory merger or consolidation
7    or an amendment to the corporation's articles of
8    incorporation that affects the number of issued shares or
9    the amount of paid-in capital, that have occurred between
10    the last day of the third month immediately preceding its
11    anniversary month and the date of the merger,
12    consolidation, or amendment or, in the case of a
13    corporation that has established an extended filing month,
14    that have occurred between the first day of its fiscal year
15    and the date of the merger, consolidation, or amendment; or
16        (4) in the case of a statutory merger or consolidation
17    or an amendment to the corporation's articles of
18    incorporation that affects the number of issued shares or
19    the amount of paid-in capital, that have occurred between
20    the date of the merger, consolidation, or amendment (but
21    not including the merger, consolidation, or amendment) and
22    the first day of the second month immediately preceding its
23    anniversary month in the current year, or in the case of a
24    corporation that has established an extended filing month,
25    that have occurred between the date of the merger,
26    consolidation or amendment (but not including the merger,

 

 

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1    consolidation or amendment) and the last day of its fiscal
2    year.
3    (b) The corporation shall file the report required under
4subsection (a) not later than (i) the time its annual report is
5required to be filed in 1992 and in each subsequent year and
6(ii) not later than the time of filing the articles of merger,
7consolidation, or amendment to the articles of incorporation
8that affects the number of issued shares or the amount of
9paid-in capital of a domestic corporation or the certified copy
10of merger of a foreign corporation.
11    (c) The report shall net decreases against increases that
12occur during the same taxable period. The report shall set
13forth:
14        (1) The name of the corporation and the state or
15    country under the laws of which it is organized.
16        (2) A statement of the aggregate number of shares which
17    the corporation has authority to issue, itemized by classes
18    and series, if any, within a class.
19        (3) A statement of the aggregate number of issued
20    shares as last reported to the Secretary of State in any
21    document required or permitted by this Act to be filed,
22    other than an annual report, interim annual report or final
23    transition annual report, itemized by classes and series,
24    if any, within a class.
25        (4) A statement, expressed in dollars, of the amount of
26    paid-in capital of the corporation as last reported to the

 

 

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1    Secretary of State in any document required or permitted by
2    this Act to be filed, other than an annual report, interim
3    annual report or final transition annual report.
4        (5) A statement, if applicable, of the aggregate number
5    of shares issued by the corporation not theretofore
6    reported to the Secretary of State as having been issued,
7    and a statement, expressed in dollars, of the value of the
8    entire consideration received, less expenses, including
9    commissions, paid or incurred in connection with the
10    issuance, for, or on account of, the issuance of the
11    shares, itemized by classes, and series, if any, within a
12    class; and in the case of shares issued as a share
13    dividend, the amount added or transferred to the paid-in
14    capital of the corporation for, or on account of, the
15    issuance of the shares; provided, however, that the report
16    shall also include the date of each issuance made prior to
17    the current reporting period, and the number of issued
18    shares and consideration received in each case.
19        (6) A statement, if applicable, expressed in dollars,
20    of the amount added or transferred to paid-in capital of
21    the corporation without the issuance of shares; provided,
22    however, that the report shall also include the date of
23    each increase made prior to the current reporting period,
24    and the consideration received in each case.
25        (7) In case of an exchange or reclassification of
26    issued shares resulting in an increase in the amount of

 

 

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1    paid-in capital, a statement of the manner in which it was
2    effected, and a statement, expressed in dollars, of the
3    amount added or transferred to the paid-in capital of the
4    corporation as a result thereof, except any portion thereof
5    reported under any other subsection of this Section as a
6    part of the consideration received by the corporation for,
7    or on account of, its issued shares; provided, however,
8    that the report shall also include the date of each
9    exchange or reclassification made prior to the current
10    reporting period and the consideration received in each
11    case.
12        (8) If the consideration received for the issuance of
13    any shares not theretofore reported as having been issued
14    consists of labor or services performed or of property,
15    other than cash, then a statement, expressed in dollars, of
16    the value of that consideration as fixed by the board of
17    directors.
18        (9) In the case of a cancellation of shares or a
19    reduction in paid-in capital made pursuant to Section 9.20,
20    the aggregate reduction in paid-in capital; provided,
21    however, that the report shall also include the date of
22    each reduction made prior to the current reporting period.
23        (10) A statement of the aggregate number of issued
24    shares itemized by classes and series, if any, within a
25    class, after giving effect to the changes reported.
26        (11) A statement, expressed in dollars, of the amount

 

 

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1    of paid-in capital of the corporation after giving effect
2    to the changes reported.
3    (d) No additional license fees or franchise taxes shall be
4payable upon the filing of the report to the extent that
5license fees or franchise taxes shall have been previously paid
6by the corporation in respect of shares previously issued which
7are being exchanged for the shares the issuance of which is
8being reported, provided those facts are shown in the report.
9    (e) The report shall be made on forms prescribed and
10furnished by the Secretary of State.
11    (f) (Blank) Until the report under this Section or a report
12under Section 14.25 shall have been filed in the Office of the
13Secretary of State showing a reduction in paid-in capital, the
14basis of the annual franchise tax payable by the corporation
15shall not be reduced, provided, however, in no event shall the
16annual franchise tax for any taxable year be reduced if the
17report is not filed prior to the first day of the anniversary
18month or, in the case of a corporation which has established an
19extended filing month, the extended filing month of the
20corporation of that taxable year and before payment of its
21annual franchise tax.
22(Source: P.A. 90-421, eff. 1-1-98.)
 
23    (805 ILCS 5/14.35)  (from Ch. 32, par. 14.35)
24    Sec. 14.35. Report following merger or consolidation.
25    (a) Whenever a domestic corporation or a foreign

 

 

HB0391- 73 -LRB099 00126 KTG 20126 b

1corporation authorized to transact business in this State is
2the surviving corporation in a statutory merger or whenever a
3domestic corporation is the new corporation in a consolidation,
4it shall, within 60 days after the effective date of the event,
5if the effective date occurs after both December 31, 1990 and
6the last day of the third month immediately preceding its
7anniversary month in 1991, execute and file in accordance with
8Section 1.10 of this Act, a report setting forth:
9        (1) The name of the corporation and the state or
10    country under the laws of which it is organized.
11        (2) A description of the merger or consolidation.
12        (3) A statement itemized by classes and series, if any,
13    within a class of the aggregate number of issued shares of
14    the corporation as last reported to the Secretary of State
15    in any document required to be filed by this Act, other
16    than an annual report, interim annual report, or final
17    transition annual report.
18        (4) A statement itemized by classes and series, if any,
19    within a class of the aggregate number of issued shares of
20    the corporation after giving effect to the change.
21        (5) A statement, expressed in dollars, of the amount of
22    paid-in capital of the corporation as last reported to the
23    Secretary of State in any document required to be filed by
24    this Act, other than an annual report, interim annual
25    report, or final transition annual report.
26        (6) A statement, expressed in dollars, of the amount of

 

 

HB0391- 74 -LRB099 00126 KTG 20126 b

1    paid-in capital of the corporation after giving effect to
2    the merger or consolidation, which amount, except as
3    provided in subsection (f) of Section 9.20 of this Act,
4    must be at least equal to the sum of the paid-in capital
5    amounts of the merged or consolidated corporations before
6    the event.
7        (7) Additional information concerning each of the
8    constituent corporations that was a party to a merger or
9    consolidation as may be necessary or appropriate to verify
10    the proper amount of fees and franchise taxes payable by
11    the corporation.
12    (b) The report shall be made on forms prescribed and
13furnished by the Secretary of State.
14(Source: P.A. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)
 
15    (805 ILCS 5/Art. 15 heading)
16
ARTICLE 15. FEES , FRANCHISE TAXES AND CHARGES

 
17    (805 ILCS 5/15.05)  (from Ch. 32, par. 15.05)
18    Sec. 15.05. Fees, franchise taxes, and charges to be
19collected by Secretary of State. The Secretary of State shall
20charge and collect in accordance with the provisions of this
21Act:
22    (a) Fees for filing documents.
23    (b) License fees.
24    (c) (Blank) Franchise taxes.

 

 

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1    (d) Miscellaneous charges.
2    (e) Fees for filing annual reports.
3(Source: P.A. 93-59, eff. 7-1-03.)
 
4    (805 ILCS 5/15.50)  (from Ch. 32, par. 15.50)
5    Sec. 15.50. License fees payable by foreign corporations.
6For the privilege of exercising its authority to transact
7business in this State as set out in its application therefor
8or any amendment thereto, the Secretary of State shall charge
9and collect from each foreign corporation the following license
10fees, computed on the basis and at the rates prescribed in this
11Act:
12    (a) An initial license fee at the time of filing its
13application for authority to transact business in this State
14whenever the application indicates the corporation commenced
15transacting business prior to January 1, 1991.
16    (b) Except as otherwise provided in paragraph (e) of this
17Section, an additional license fee at the time of filing (1) a
18report of the issuance of additional shares, or (2) a report of
19an increase in paid-in capital without the issuance of shares,
20or (3) a report of cumulative changes in paid-in capital or of
21an exchange or reclassification of shares, whenever the report
22discloses an increase in the amount represented in this State
23of its paid-in capital over the greatest amount thereof
24theretofore reported in any document required by this Act to be
25filed in the office of the Secretary of State.

 

 

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1    (c) Except as otherwise provided in paragraph (e) of this
2Section, whenever the corporation shall be a party to a
3statutory merger and shall be the surviving corporation, an
4additional license fee at the time of filing its report
5following merger, if the report discloses that the amount
6represented in this State of its paid-in capital immediately
7after the merger is greater than the aggregate of the amounts
8represented in this State of the paid-in capital of all of the
9merged corporations.
10    (d) Except as otherwise provided in paragraph (e) of this
11Section, an additional license fee payable with the annual
12franchise tax each year in which the corporation is required by
13this Act to file an annual report whenever the report discloses
14an increase in the amount represented in this State of its
15paid-in capital over the amount previously determined to be
16represented in this State in accordance with the provisions of
17this Act.
18    (e) The additional license fee referred to in paragraphs
19(b), (c) and (d) of this Section shall not be payable with
20respect to issuances of shares or increases in paid-in capital
21that occur subsequent to both December 31, 1990 and the last
22day of the third month immediately preceding the anniversary
23month of a foreign corporation in 1991 or to an increase in the
24amount represented in this State of its paid-in capital over
25the amount previously determined to be represented in this
26State in accordance with the provisions of this Act.

 

 

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1(Source: P.A. 92-33, eff. 7-1-01.)
 
2    (805 ILCS 5/15.85)  (from Ch. 32, par. 15.85)
3    Sec. 15.85. Effect of nonpayment of fees or taxes.
4    (a) The Secretary of State shall not file any articles,
5statements, certificates, reports, applications, notices, or
6other papers relating to any corporation, domestic or foreign,
7organized under or subject to the provisions of this Act until
8all fees, franchise taxes payable by the corporation under the
9law in effect prior to the effective date of this amendatory
10Act of the 99th General Assembly, and charges provided to be
11paid in connection therewith shall have been paid to him or
12her, or while the corporation is in default in the payment of
13any fees, franchise taxes payable by the corporation under the
14law in effect prior to the effective date of this amendatory
15Act of the 99th General Assembly, charges, penalties, or
16interest herein provided to be paid by or assessed against it,
17or when the Illinois Department of Revenue has given notice
18that the corporation is in default in the filing of a return or
19the payment of any final assessment of tax, penalty or interest
20as required by any tax Act administered by the Department.
21    (b) The Secretary of State shall not file, with respect to
22any domestic or foreign corporation, any document required or
23permitted to be filed by this Act, which has an effective date
24other than the date of filing until there has been paid by such
25corporation to the Secretary of State all fees, taxes and

 

 

HB0391- 78 -LRB099 00126 KTG 20126 b

1charges due and payable on or before said effective date.
2    (c) No corporation required to pay a franchise tax under
3the law in effect prior to the effective date of this
4amendatory Act of the 99th General Assembly, license fee,
5penalty, or interest under this Act shall maintain any civil
6action until all such franchise taxes, license fees, penalties,
7and interest have been paid in full.
8    (d) The Secretary of State shall, from information received
9from the Illinois Commerce Commission, compile and keep a list
10of all domestic and foreign corporations which are regulated
11pursuant to the provisions of "An Act concerning public
12utilities", approved June 29, 1921, and Chapter 18 of "The
13Illinois Vehicle Code", approved September 29, 1969, and which
14hold, as a prerequisite for doing business in this State, any
15franchise, license, permit or right to engage in any business
16regulated by such Acts.
17    (e) Within 10 days after any such corporation fails to pay
18a franchise tax, license fee, penalty, or interest required
19under this Act, the Secretary shall, by written notice, so
20advise the Secretary of the Illinois Commerce Commission.
21(Source: P.A. 91-464, eff. 1-1-00.)
 
22    (805 ILCS 5/15.90)  (from Ch. 32, par. 15.90)
23    Sec. 15.90. Statute of limitations.
24    (a) Except as otherwise provided in this Section and
25notwithstanding anything to the contrary contained in any other

 

 

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1Section of this Act, no domestic corporation or foreign
2corporation shall be obligated to pay any annual franchise tax
3payable by the corporation under the law in effect prior to the
4effective date of this amendatory Act of the 99th General
5Assembly, or any , fee, or penalty, or interest thereon imposed
6under this Act, nor shall any administrative or judicial
7sanction (including dissolution) be imposed or enforced nor
8access to the courts of this State be denied based upon
9nonpayment thereof more than 7 years after the date of filing
10the annual report with respect to the period during which the
11obligation for the tax, fee, penalty, or interest arose, unless
12(1) within that 7 year period the Secretary of State sends a
13written notice to the corporation to the effect that (A)
14administrative or judicial action to dissolve the corporation
15or revoke its authority for nonpayment of a tax, fee, penalty,
16or interest has been commenced; or (B) the corporation has
17submitted a report but has failed to pay a tax, fee, penalty,
18or interest required to be paid therewith; or (C) a report with
19respect to an event or action giving rise to an obligation to
20pay a tax, fee, penalty, or interest is required but has not
21been filed, or has been filed and is in error or incomplete; or
22(2) the annual report by the corporation was filed with
23fraudulent intent to evade taxes payable under the law in
24effect prior to the effective date of this amendatory Act of
25the 99th General Assembly this Act. A corporation nonetheless
26shall be required to pay all taxes that would have been payable

 

 

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1during the most recent 7 year period due to a previously
2unreported increase in paid-in capital that occurred prior to
3that 7 year period and interest and penalties thereon for that
4period, except that, from February 1, 2008 through March 15,
52008, with respect to any corporation that participates in the
6Franchise Tax and License Fee Amnesty Act of 2007, the
7corporation shall be only required to pay all taxes that would
8have been payable during the most recent 4 year period due to a
9previously unreported increase in paid-in capital that
10occurred prior to that 7 year period.
11    (b) If within 2 years following a change in control of a
12corporation the corporation voluntarily pays in good faith all
13known obligations of the corporation imposed by this Article 15
14with respect to reports that were required to have been filed
15since the beginning of the 7 year period ending on the
16effective date of the change in control, no action shall be
17taken to enforce or collect obligations of that corporation
18imposed by this Article 15 with respect to reports that were
19required to have been filed prior to that 7 year period
20regardless of whether the limitation period set forth in
21subsection (a) is otherwise applicable. For purposes of this
22subsection (b), a change in control means a transaction, or a
23series of transactions consummated within a period of 180
24consecutive days, as a result of which a person which owned
25less than 10% of the shares having the power to elect directors
26of the corporation acquires shares such that the person becomes

 

 

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1the holder of 80% or more of the shares having such power. For
2purposes of this subsection (b) a person means any natural
3person, corporation, partnership, trust or other entity
4together with all other persons controlled by, controlling or
5under common control with such person.
6    (c) Except as otherwise provided in this Section and
7notwithstanding anything to the contrary contained in any other
8Section of this Act, no foreign corporation that has not
9previously obtained authority under this Act shall, upon
10voluntary application for authority filed with the Secretary of
11State prior to January 1, 2001, be obligated to pay any tax
12payable under the law in effect prior to the effective date of
13this amendatory Act of the 99th General Assembly, or , fee,
14penalty, or interest imposed under this Act, nor shall any
15administrative or judicial sanction be imposed or enforced
16based upon nonpayment thereof with respect to a period during
17which the obligation arose that is prior to January 1, 1993
18unless (1) prior to receipt of the application for authority
19the Secretary of State had sent written notice to the
20corporation regarding its failure to obtain an application for
21authority, (2) the corporation had submitted an application for
22authority previously but had failed to pay any tax, fee,
23penalty, or interest to be paid therewith, or (3) the
24application for authority was submitted by the corporation with
25fraudulent intent to evade taxes payable under the law in
26effect prior to the effective date of this amendatory Act of

 

 

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1the 99th General Assembly this Act. A corporation nonetheless
2shall be required to pay all taxes payable under the law in
3effect prior to the effective date of this amendatory Act of
4the 99th General Assembly and fees due under this Act that
5would have been payable since January 1, 1993 as a result of
6commencing the transaction of its business in this State and
7interest thereon for that period.
8(Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08;
996-66, eff. 1-1-10.)
 
10    (805 ILCS 5/15.97)  (from Ch. 32, par. 15.97)
11    Sec. 15.97. Corporate Franchise Tax Refund Fund.
12    (a) From Beginning July 1, 1993 through the day before the
13effective date of this amendatory Act of the 99th General
14Assembly, a percentage of the amounts collected under Sections
1515.35, 15.45, 15.65, and 15.75 (now repealed) of this Act shall
16be deposited into the Corporate Franchise Tax Refund Fund, a
17special Fund hereby created in the State treasury. From July 1,
181993, until December 31, 1994, there shall be deposited into
19the Fund 3% of the amounts received under those Sections.
20Beginning January 1, 1995, and for each fiscal year beginning
21thereafter, 2% of the amounts collected under those Sections
22during the preceding fiscal year shall be deposited into the
23Fund.
24    (b) Beginning on the effective date of this amendatory Act
25of the 99th General Assembly July 1, 1993, moneys in the Fund

 

 

HB0391- 83 -LRB099 00126 KTG 20126 b

1shall be expended exclusively for the purpose of paying refunds
2payable because of overpayment of franchise taxes, penalties,
3or interest under Sections 13.70, 15.35, 15.45, 15.65, 15.75,
4and 16.05 of this Act and making transfers authorized under
5this Section. Refunds in accordance with the provisions of
6subsections (f) and (g) of Section 1.15 and Section 1.17 of
7this Act may be made from the Fund only to the extent that
8amounts collected under Sections 15.35, 15.45, 15.65, and 15.75
9(now repealed) of this Act have been deposited in the Fund and
10remain available. Within a reasonable time after the 30th day
11of June of each year, the Secretary of State shall direct and
12the Comptroller shall order transferred to the General Revenue
13Fund all amounts in excess of $100,000 remaining in the fund as
14of June 30.
15    (c) This Act shall constitute an irrevocable and continuing
16appropriation from the Corporate Franchise Tax Refund Fund for
17the purpose of paying refunds upon the order of the Secretary
18of State in accordance with the provisions of this Section.
19(Source: P.A. 93-59, eff. 7-1-03.)
 
20    (805 ILCS 5/16.05)  (from Ch. 32, par. 16.05)
21    Sec. 16.05. Penalties and interest imposed upon
22corporations.
23    (a) (Blank) Each corporation, domestic or foreign, that
24fails or refuses to file any annual report or report of
25cumulative changes in paid-in capital and pay any franchise tax

 

 

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1due pursuant to the report prior to the first day of its
2anniversary month or, in the case of a corporation which has
3established an extended filing month, the extended filing month
4of the corporation shall pay a penalty of 10% of the amount of
5any delinquent franchise tax due for the report. From February
61, 2008 through March 15, 2008, no penalty shall be imposed
7with respect to any amount of delinquent franchise tax paid
8pursuant to the Franchise Tax and License Fee Amnesty Act of
92007.
10    (b) Each corporation, domestic or foreign, that fails or
11refuses to file a report of issuance of shares or increase in
12paid-in capital within the time prescribed by this Act is
13subject to a penalty on any obligation occurring prior to
14January 1, 1991, and interest on those obligations on or after
15January 1, 1991, for each calendar month or part of month that
16it is delinquent in the amount of 2% of the amount of license
17fees and franchise taxes provided by this Act and franchise
18taxes provided under the law in effect prior to the effective
19date of this amendatory Act of the 99th General Assembly to be
20paid on account of the issuance of shares or increase in
21paid-in capital. From February 1, 2008 through March 15, 2008,
22no penalty shall be imposed, or interest charged, with respect
23to any amount of delinquent license fees and franchise taxes
24paid pursuant to the Franchise Tax and License Fee Amnesty Act
25of 2007.
26    (c) Each corporation, domestic or foreign, that fails or

 

 

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1refuses to file a report of cumulative changes in paid-in
2capital or report following merger within the time prescribed
3by this Act is subject to interest on or after January 1, 1992,
4for each calendar month or part of month that it is delinquent,
5in the amount of 2% of the amount of franchise taxes provided
6under the law in effect prior to the effective date of this
7amendatory Act of the 99th General Assembly by this Act to be
8paid on account of the issuance of shares or increase in
9paid-in capital disclosed on the report of cumulative changes
10in paid-in capital or report following merger, or $1, whichever
11is greater. From February 1, 2008 through March 15, 2008, no
12interest shall be charged with respect to any amount of
13delinquent franchise tax paid pursuant to the Franchise Tax and
14License Fee Amnesty Act of 2007.
15    (d) If the annual franchise tax, or the supplemental annual
16franchise tax for any 12-month period commencing July 1, 1968,
17or July 1 of any subsequent year through June 30, 1983,
18assessed in accordance with this Act, is not paid by July 31,
19it is delinquent, and there is added a penalty prior to January
201, 1991, and interest on and after January 1, 1991, of 2% for
21each month or part of month that it is delinquent commencing
22with the month of August, or $1, whichever is greater. From
23February 1, 2008 through March 15, 2008, no penalty shall be
24imposed, or interest charged, with respect to any amount of
25delinquent franchise taxes paid pursuant to the Franchise Tax
26and License Fee Amnesty Act of 2007.

 

 

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1    (e) If the supplemental annual franchise tax assessed in
2accordance with the provisions of this Act for the 12-month
3period commencing July 1, 1967, is not paid by September 30,
41967, it is delinquent, and there is added a penalty prior to
5January 1, 1991, and interest on and after January 1, 1991, of
62% for each month or part of month that it is delinquent
7commencing with the month of October, 1967. From February 1,
82008 through March 15, 2008, no penalty shall be imposed, or
9interest charged, with respect to any amount of delinquent
10franchise taxes paid pursuant to the Franchise Tax and License
11Fee Amnesty Act of 2007.
12    (f) If any annual franchise tax for any period from
13beginning on or after July 1, 1983 through the day before the
14effective date of this amendatory Act of the 99th General
15Assembly, is not paid by the time period herein prescribed, it
16is delinquent and there is added a penalty prior to January 1,
171991, and interest on and after January 1, 1991, of 2% for each
18month or part of a month that it is delinquent commencing with
19the anniversary month or in the case of a corporation that has
20established an extended filing month, the extended filing
21month, or $1, whichever is greater. From February 1, 2008
22through March 15, 2008, no penalty shall be imposed, or
23interest charged, with respect to any amount of delinquent
24franchise taxes paid pursuant to the Franchise Tax and License
25Fee Amnesty Act of 2007.
26    (g) Any corporation, domestic or foreign, failing to pay

 

 

HB0391- 87 -LRB099 00126 KTG 20126 b

1the prescribed fee for assumed corporate name renewal when due
2and payable shall be given notice of nonpayment by the
3Secretary of State by regular mail; and if the fee together
4with a penalty fee of $5 is not paid within 90 days after the
5notice is mailed, the right to use the assumed name shall
6cease.
7    (h) Any corporation which (i) puts forth any sign or
8advertisement, assuming any name other than that by which it is
9incorporated or otherwise authorized by law to act or (ii)
10violates Section 3.25, shall be guilty of a Class C misdemeanor
11and shall be deemed guilty of an additional offense for each
12day it shall continue to so offend.
13    (i) Each corporation, domestic or foreign, that fails or
14refuses (1) to answer truthfully and fully within the time
15prescribed by this Act interrogatories propounded by the
16Secretary of State in accordance with this Act or (2) to
17perform any other act required by this Act to be performed by
18the corporation, is guilty of a Class C misdemeanor.
19    (j) Each corporation that fails or refuses to file articles
20of revocation of dissolution within the time prescribed by this
21Act is subject to a penalty for each calendar month or part of
22the month that it is delinquent in the amount of $50.
23(Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08;
2496-1121, eff. 1-1-11.)
 
25    (805 ILCS 5/15.35 rep.)

 

 

HB0391- 88 -LRB099 00126 KTG 20126 b

1    (805 ILCS 5/15.40 rep.)
2    (805 ILCS 5/15.45 rep.)
3    (805 ILCS 5/15.65 rep.)
4    (805 ILCS 5/15.70 rep.)
5    (805 ILCS 5/15.75 rep.)
6    (805 ILCS 5/15.80 rep.)
7    Section 25. The Business Corporation Act of 1983 is amended
8by repealing Sections 15.35, 15.40, 15.45, 15.65, 15.70, 15.75,
9and 15.80.
 
10    Section 99. Effective date. This Act takes effect upon
11becoming law.

 

 

HB0391- 89 -LRB099 00126 KTG 20126 b

1 INDEX
2 Statutes amended in order of appearance
3    220 ILCS 5/4-204from Ch. 111 2/3, par. 4-204
4    310 ILCS 5/4from Ch. 67 1/2, par. 154
5    625 ILCS 5/18a-200from Ch. 95 1/2, par. 18a-200
6    625 ILCS 5/18c-1704from Ch. 95 1/2, par. 18c-1704
7    805 ILCS 5/1.17from Ch. 32, par. 1.17
8    805 ILCS 5/1.70from Ch. 32, par. 1.70
9    805 ILCS 5/1.80from Ch. 32, par. 1.80
10    805 ILCS 5/2.10from Ch. 32, par. 2.10
11    805 ILCS 5/9.05from Ch. 32, par. 9.05
12    805 ILCS 5/9.20
13    805 ILCS 5/12.20from Ch. 32, par. 12.20
14    805 ILCS 5/12.35from Ch. 32, par. 12.35
15    805 ILCS 5/12.45from Ch. 32, par. 12.45
16    805 ILCS 5/13.15from Ch. 32, par. 13.15
17    805 ILCS 5/13.45from Ch. 32, par. 13.45
18    805 ILCS 5/13.50from Ch. 32, par. 13.50
19    805 ILCS 5/13.60from Ch. 32, par. 13.60
20    805 ILCS 5/13.70from Ch. 32, par. 13.70
21    805 ILCS 5/14.01from Ch. 32, par. 14.01
22    805 ILCS 5/14.05from Ch. 32, par. 14.05
23    805 ILCS 5/14.15from Ch. 32, par. 14.15
24    805 ILCS 5/14.20from Ch. 32, par. 14.20
25    805 ILCS 5/14.25from Ch. 32, par. 14.25

 

 

HB0391- 90 -LRB099 00126 KTG 20126 b

1    805 ILCS 5/14.30from Ch. 32, par. 14.30
2    805 ILCS 5/14.35from Ch. 32, par. 14.35
3    805 ILCS 5/Art. 15 heading
4    805 ILCS 5/15.05from Ch. 32, par. 15.05
5    805 ILCS 5/15.50from Ch. 32, par. 15.50
6    805 ILCS 5/15.85from Ch. 32, par. 15.85
7    805 ILCS 5/15.90from Ch. 32, par. 15.90
8    805 ILCS 5/15.97from Ch. 32, par. 15.97
9    805 ILCS 5/16.05from Ch. 32, par. 16.05
10    805 ILCS 5/15.35 rep.
11    805 ILCS 5/15.40 rep.
12    805 ILCS 5/15.45 rep.
13    805 ILCS 5/15.65 rep.
14    805 ILCS 5/15.70 rep.
15    805 ILCS 5/15.75 rep.
16    805 ILCS 5/15.80 rep.