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: |
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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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| | A BILL FOR |
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| 1 | | AN ACT concerning business.
| 2 | | Be it enacted by the People of the State of Illinois,
| 3 | | represented in the General Assembly:
| 4 | | Section 5. The Public Utilities Act is amended by changing | 5 | | Section 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 | 8 | | the Secretary
of State that any domestic or foreign corporation | 9 | | regulated under this Act
has not paid a franchise tax , license | 10 | | fee or penalty required under The
Business Corporation Act of | 11 | | 1983, approved January 5, 1984, as amended,
or has not paid a | 12 | | franchise tax payable by such corporation under any provision | 13 | | of the Business Corporation Act of 1983 in effect prior to the | 14 | | effective date of this amendatory Act of the 99th General | 15 | | Assembly, then the Commission shall institute proceedings for | 16 | | the revocation of the
franchise, license, permit or right to | 17 | | engage in any business required
under this Act or the | 18 | | suspension thereof until such time as the delinquent
franchise | 19 | | tax, license fee or penalty is paid.
| 20 | | (Source: P.A. 84-617.)
| 21 | | Section 10. The State Housing Act is amended by changing | 22 | | Section 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 | 3 | | the United States
of America, at least two of whom shall be | 4 | | citizens of this State, shall
desire to form a corporation | 5 | | under this act, on a limited-dividend basis,
they shall sign, | 6 | | acknowledge and verify under oath, before some officer
| 7 | | competent to take acknowledgment of deeds, a statement of | 8 | | incorporation
setting forth the following:
| 9 | | (1) The name of the corporation.
| 10 | | (2) The address, including street and number, if any, of | 11 | | its initial
registered office in this State; and the name of | 12 | | its 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 | 15 | | any, of each
incorporator.
| 16 | | (5) The purpose or purposes for which the corporation is | 17 | | organized.
| 18 | | (6) The aggregate number of shares which the corporation | 19 | | shall have
authority to issue; also, if said shares are to | 20 | | consist of one class only,
the par value of each of said | 21 | | shares, or a statement that all of said
shares are without par | 22 | | value; or, if said shares are to be divided into
classes, the | 23 | | number of shares of each class, if any, that are to have a par
| 24 | | value and the par value of each share of each such class, and | 25 | | the number of
shares of each class, if any, that are to be |
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| 1 | | without par value.
| 2 | | (7) If the shares are to be divided into classes, the | 3 | | designation of
each class and a statement of the preferences, | 4 | | qualifications, limitations,
restrictions, and the special or | 5 | | relative rights in respect of the shares
of each class.
| 6 | | (8) If the corporation is to issue the shares of any | 7 | | preferred or
special class in series, then the designation of | 8 | | each series and a
statement of the variations in the relative | 9 | | rights and preferences as
between different series in so far as | 10 | | the same are to be fixed in the
articles of incorporation, and | 11 | | a statement of any authority to be vested in
the board of | 12 | | directors to establish series and fix and determine the
| 13 | | variations in the relative rights and preferences as between | 14 | | series.
| 15 | | (9) The number and class of shares which the corporation | 16 | | proposes to
issue without further report to the Secretary of | 17 | | State, and the
consideration to be received by the corporation | 18 | | therefor, which shall be
not less than $1,000. If shares of | 19 | | more than one class are to be issued,
the consideration for | 20 | | shares of each class shall be separately stated.
| 21 | | (10) The number of directors to be elected at the first | 22 | | meeting of
shareholders.
| 23 | | (11) Any provision which the incorporators may choose to | 24 | | insert limiting
or denying to shareholders the preemptive right | 25 | | to acquire additional
shares, whether then or thereafter | 26 | | authorized, of the corporation.
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| 1 | | (12) Any provisions, not inconsistent with law, which the | 2 | | incorporators
may choose to insert, for the regulation of the | 3 | | internal affairs of the
corporation.
| 4 | | (13) An estimate, expressed in dollars, of the value of all | 5 | | the property
to be owned by the corporation for the following | 6 | | year, wherever located,
and an estimate of the value of the | 7 | | property to be located within this
State during such year, and | 8 | | an estimate, expressed in dollars, of the gross
amount of | 9 | | business which will be transacted by it during such year and an
| 10 | | estimate of the gross amount thereof which will be transacted | 11 | | by it at or
from places of business in this State during such | 12 | | year. If all the property
of the corporation is to be located | 13 | | in this State and all of its business
is to be transacted at or | 14 | | from places of business in this State, or if the
incorporators | 15 | | elect to pay the initial franchise tax on the basis of its
| 16 | | entire stated capital and paid-in surplus, then the information | 17 | | required by
this sub-paragraph need not be set forth in the | 18 | | articles of incorporation.
| 19 | | (14) A statement that the corporation will not commence | 20 | | business until
at least $1,000 has been received as | 21 | | consideration for the issuance of
shares.
| 22 | | (15) A provision that no real property of the corporation | 23 | | will be sold,
transferred or assigned except under and pursuant | 24 | | to the provisions of this
act.
| 25 | | Whenever three or more adult persons, citizens of the | 26 | | United States of
America, at least two of whom shall be |
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| 1 | | citizens of this State, shall desire
to form a corporation | 2 | | under this act on a not-for-profit basis, they shall
sign, | 3 | | acknowledge and verify under oath, before some officer | 4 | | competent to
take acknowledgment of deeds, articles of | 5 | | incorporation setting forth the
following:
| 6 | | (1) The name of the corporation.
| 7 | | (2) The purpose or purposes for which the corporation is | 8 | | organized.
| 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 | 12 | | directors,
and the name and address of each such director.
| 13 | | (6) The address of its initial registered office in this | 14 | | State, and the
name of its initial registered agent at such | 15 | | address.
| 16 | | (7) Any provision which the incorporators may choose to | 17 | | insert limiting,
enlarging or denying the right of the members | 18 | | or any class or classes of
members, to vote.
| 19 | | (8) Any provisions, not inconsistent with law, which the | 20 | | incorporators
may choose to insert for the regulation of the | 21 | | internal affairs of the
corporation, including any provision | 22 | | for distribution of assets on
dissolution or final liquidation.
| 23 | | (9) A provision that no real property of the corporation | 24 | | shall be sold,
transferred or assigned except under and | 25 | | pursuant 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 | 2 | | changing 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 | 5 | | Commission shall:
| 6 | | (1) Regulate commercial vehicle relocators and their | 7 | | employees or agents in
accordance with this Chapter and to that | 8 | | end may establish reasonable
requirements with respect to | 9 | | proper service and practices relating
thereto;
| 10 | | (2) Require the maintenance of uniform systems of accounts, | 11 | | records
and the preservation thereof;
| 12 | | (3) Require that all drivers and other personnel used in | 13 | | relocation 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 | 16 | | of
powers conferred upon it by this Chapter, and reasonable | 17 | | rules governing
investigations, hearings and proceedings under | 18 | | this Chapter;
| 19 | | (6) Set reasonable rates for the commercial towing or | 20 | | removal of trespassing
vehicles from private property. The | 21 | | rates shall not exceed the mean average of
the 5 highest rates | 22 | | for police tows within the territory to which this Chapter
| 23 | | applies that are performed under Sections 4-201 and 4-214 of | 24 | | this Code and that
are of record at hearing; provided that the |
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| 1 | | Commission shall not re-calculate
the maximum specified herein | 2 | | if the order containing the previous calculation
was entered | 3 | | within one calendar year of the date on which the new order is
| 4 | | entered. Set reasonable rates for the storage, for periods in | 5 | | excess of 24
hours, of the vehicles in connection with the | 6 | | towing or removal; however,
no relocator shall impose charges | 7 | | for storage for the first 24 hours
after towing or removal. Set | 8 | | reasonable rates for other services provided
by relocators, | 9 | | provided that the rates shall not be charged to the owner or
| 10 | | operator of a relocated vehicle. Any fee charged by a
relocator | 11 | | for the use of a credit card that is used to pay for any service
| 12 | | rendered by the relocator shall be included in the total amount | 13 | | that shall
not exceed the maximum reasonable rate established | 14 | | by the Commission. The
Commission shall require a relocator to | 15 | | refund any amount charged in excess
of the reasonable rate | 16 | | established by the Commission, including any fee for
the use of | 17 | | a credit card;
| 18 | | (7) Investigate and maintain current files of the criminal | 19 | | records,
if any, of all relocators and their employees and of | 20 | | all applicants for
relocator's license, operator's licenses | 21 | | and dispatcher's licenses. If the
Commission determines that an | 22 | | applicant for a license issued
under this Chapter will be | 23 | | subjected to a criminal history records
check, the applicant | 24 | | shall submit his or her fingerprints to the
Department of State | 25 | | Police in the form and manner prescribed by the Department
of | 26 | | State Police. These fingerprints shall be checked against the |
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| 1 | | Department
of State Police and Federal Bureau of Investigation | 2 | | criminal history record
information databases now and | 3 | | hereafter filed. The Department of State Police
shall charge | 4 | | the applicant a
fee
for conducting the criminal history records | 5 | | check, which shall be deposited in
the State Police Services | 6 | | Fund and shall not exceed the actual cost of the
records check. | 7 | | The Department of State Police shall furnish pursuant to
| 8 | | positive
identification, records of conviction to the | 9 | | Commission;
| 10 | | (8) Issue relocator's licenses, dispatcher's employment | 11 | | permits, and
operator's employment permits in accordance with | 12 | | Article IV of this Chapter;
| 13 | | (9) Establish fitness standards for applicants seeking | 14 | | relocator
licensees and holders of relocator licenses;
| 15 | | (10) Upon verified complaint in writing by any
person, | 16 | | organization or body politic, or upon its own initiative may,
| 17 | | investigate whether any commercial vehicle relocator, | 18 | | operator, dispatcher,
or person otherwise required to comply | 19 | | with any provision of this Chapter
or any rule promulgated | 20 | | hereunder, has failed to comply with any
provision or rule;
| 21 | | (11) Whenever the Commission receives notice from the | 22 | | Secretary of State
that any domestic or foreign corporation | 23 | | regulated under this Chapter has
not paid a franchise tax, | 24 | | license fee or penalty required under the Business
Corporation | 25 | | Act of 1983, or has not paid a franchise tax payable by such | 26 | | corporation under any provision of the Business Corporation Act |
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| 1 | | of 1983 in effect prior to the effective date of this | 2 | | amendatory Act of the 99th General Assembly, institute | 3 | | proceedings
for the revocation of the license or right to | 4 | | engage in any business
required under this Chapter or the | 5 | | suspension thereof until such time as
the delinquent franchise | 6 | | tax, 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 | 10 | | shall subject
the violator to the following sanctions, except | 11 | | as otherwise provided
elsewhere in this Chapter. Sanctions | 12 | | provided for in this Section may be
imposed by the Commission | 13 | | only in compliance with the notice and hearing
requirements of | 14 | | Section 18c-2102 of this Chapter.
| 15 | | (1) Criminal Misdemeanor Penalties. Each violation of this | 16 | | Chapter shall
constitute a Class C misdemeanor.
| 17 | | (2) Civil Penalties. The Commission may assess, against any | 18 | | person found
by it to have violated this Chapter, a civil | 19 | | penalty not greater than
$1,000 nor less than $100 per | 20 | | violation. The penalty assessed by the
Commission shall reflect | 21 | | the number and severity of violations found to
have been | 22 | | committed. Penalties assessed by the Commission shall be
| 23 | | enforced by any court having venue in enforcement cases under | 24 | | this Chapter.
| 25 | | (3) Cease and Desist Orders. The Commission may, where
a |
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| 1 | | person is found after hearing to have violated this Chapter, | 2 | | Commission
regulations or orders, and justice requires, order | 3 | | the person to cease and
desist from further or from any future | 4 | | violations. A cease and desist order
may be entered on the | 5 | | Commission's own motion or by agreement between the
parties. | 6 | | Orders and agreements under this Section shall be valid and
| 7 | | enforceable for the period stated therein, not to exceed 2 | 8 | | years from the
date the order or agreement is approved by the | 9 | | Commission, unless the
parties stipulate otherwise. Such | 10 | | orders and agreements shall be
enforceable in any court of this | 11 | | State having venue and jurisdiction in
enforcement actions | 12 | | under this Chapter. Failure to comply with a
Commission cease | 13 | | and desist order shall constitute a violation of this
Chapter | 14 | | separate 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 | 11 | | venue for
purposes of enforcing this Chapter shall have the | 12 | | power to enjoin any person
from committing violations of this | 13 | | Chapter. Suit for penalties shall not
be a prerequisite to | 14 | | injunctive relief. No bond shall be required when
injunctive | 15 | | relief is granted at the request of the Commission.
| 16 | | (6) Suspension or Revocation of Licenses and | 17 | | Registrations.
| 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 | 26 | | any 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 | 3 | | by changing Sections 1.17, 1.70, 1.80, 2.10, 9.05, 9.20, 12.20, | 4 | | 12.35, 12.45, 13.15, 13.45, 13.50, 13.60, 13.70, 14.01, 14.05, | 5 | | 14.15, 14.20, 14.25, 14.30, 14.35, 15.05, 15.50, 15.85, 15.90, | 6 | | 15.97, 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 | 9 | | fee, franchise tax, penalty, or interest.
| 10 | | (a) Any domestic corporation
or foreign corporation having | 11 | | authority to transact business in this State
may petition the | 12 | | Secretary of State for a refund or adjustment of license
fee, | 13 | | franchise tax, penalty, or interest claimed to have been
| 14 | | erroneously paid or
claimed to be payable, subject however to | 15 | | the 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 | 8 | | in
accordance with Section 1.10 of this Act and shall set | 9 | | forth:
| 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 | 17 | | fee, franchise
tax, penalty, or interest is incorrect, in whole | 18 | | or in part, he
or she shall adjust
the amount to be paid or | 19 | | shall refund to the corporation any amount paid in
excess of | 20 | | the proper amount; provided, however, that no refund shall be
| 21 | | made for an amount less than $200 and any refund in excess of | 22 | | that amount
shall be reduced by $200, and provided further, | 23 | | that 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 | 3 | | general laws. The provisions of this Act shall
apply to all | 4 | | existing corporations, including
public utility corporations, | 5 | | organized under any general law of this State
providing for the | 6 | | organization of corporations for a purpose or purposes
for | 7 | | which a corporation might be organized under this Act.
| 8 | | (b) Application to existing corporations organized under | 9 | | special Acts. All
corporations, including public utility | 10 | | corporations, heretofore organized
for profit under any | 11 | | special law of this State, for a purpose or purposes
for which | 12 | | a corporation might be organized under this Act, shall be | 13 | | entitled
to the rights, privileges, immunities, and franchises | 14 | | provided by this Act.
| 15 | | (c) Application of Act to domestic railroad corporations. | 16 | | Corporations
organized under the laws of this State for the | 17 | | purpose of operating any
railroad in this State shall be | 18 | | subject to the following provisions of this
Act regardless of | 19 | | whether or not such corporations have been reincorporated
under | 20 | | provisions 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 | 21 | | which were
organized under the provisions of any other general | 22 | | or special laws of this
State and later reincorporated under | 23 | | the provisions of this Act, for the
purpose of operating any | 24 | | railroad in this State, shall be entitled to the
rights, | 25 | | privileges, immunities, and franchises provided by this Act and
| 26 | | shall be in all respects governed by this Act unless otherwise |
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| 1 | | specified
herein.
| 2 | | (d) Application to co-operative associations. Any | 3 | | corporation organized
under any general or special law of this | 4 | | State
as a co-operative association shall be entitled to the | 5 | | benefits of this Act
and shall be subject to all the provisions | 6 | | hereof, in so far as they are
not in conflict with the general | 7 | | law or special Act under which it was
organized, upon the | 8 | | holders of two-thirds of its outstanding shares
having voted to | 9 | | accept the benefits of this Act and to be subject to all
the | 10 | | provisions hereof, except in so far as they may be in conflict | 11 | | with the
general or special law under which it was organized, | 12 | | and the filing in
the office of the Secretary of State of a | 13 | | certificate setting forth such
fact. Such certificate shall be | 14 | | executed by such co-operative association
by its president or | 15 | | vice-president, and verified by him or her, attested by its
| 16 | | secretary or an assistant
secretary. The notice of the meeting | 17 | | at which such vote is taken, which may
be either an annual or a | 18 | | special meeting of shareholders, shall set forth
that a vote | 19 | | will be taken at such meeting on the acceptance by such
| 20 | | co-operative association of the provisions of this Act.
| 21 | | (e) Application of Act in certain cases. Nothing contained | 22 | | in 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. | 19 | | The provisions
of this Act shall apply to commerce with foreign | 20 | | nations
and among the several states only in so far as the same | 21 | | may be permitted
under the provisions of the Constitution of | 22 | | the United States.
| 23 | | (g) Requirement before incorporation of trust company. | 24 | | Articles of
incorporation for the organization of a corporation | 25 | | for the purpose of
accepting and executing trusts shall not be | 26 | | filed by the Secretary of State
until there is delivered to him |
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| 1 | | or her a statement executed by the Commissioner
of Banks and | 2 | | Real Estate that the incorporators of
the corporation have made | 3 | | arrangements with the Commissioner of
Banks and Real Estate to | 4 | | comply with the Corporate
Fiduciary Act.
| 5 | | (h) Application of certain existing acts. Corporations | 6 | | organized under the
laws of this State for the purpose of | 7 | | accepting and executing trusts shall be
subject to the | 8 | | provisions of the Corporate Fiduciary Act.
| 9 | | Corporations organized for the purpose of building, | 10 | | operating, and
maintaining within this State any levee, canal, | 11 | | or tunnel for agricultural,
mining, or sanitary purposes, shall | 12 | | be subject to the provisions of the
Corporation Canal | 13 | | Construction Act.
| 14 | | In any profession or occupation licensed by the Illinois | 15 | | Department of
Agriculture, the Department may, in determining | 16 | | financial ratios and allowable
assets, disregard notes and | 17 | | accounts receivable to the corporate licensee
from its officers | 18 | | or directors or a parent or subsidiary corporation of
such | 19 | | licensee or any receivable owing to a licensee corporation from | 20 | | an
unincorporated division of the licensee or any share | 21 | | subscription right
owing to a corporation from its | 22 | | shareholders.
| 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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| 1 | | context
otherwise requires, the words and phrases defined in | 2 | | this Section shall
have the meanings set forth herein.
| 3 | | (a) "Corporation" or "domestic corporation" means a | 4 | | corporation
subject to the provisions of this Act, except a | 5 | | foreign corporation.
| 6 | | (b) "Foreign corporation" means a corporation for profit | 7 | | organized under
laws other than the laws of this State, but | 8 | | shall not include a banking
corporation organized under the | 9 | | laws of another state or of the United States,
a foreign
| 10 | | banking corporation organized under the laws of a country other | 11 | | than the
United States and holding a certificate of authority | 12 | | from the Commissioner
of Banks and Real Estate issued pursuant | 13 | | to the Foreign
Banking Office Act, or a banking corporation | 14 | | holding a license from the
Commissioner of Banks and Real | 15 | | Estate issued pursuant to the Foreign Bank
Representative | 16 | | Office Act.
| 17 | | (c) "Articles of incorporation" means the original | 18 | | articles of
incorporation, including the articles of | 19 | | incorporation of a new corporation
set forth in the articles of | 20 | | consolidation, and all amendments thereto,
whether evidenced | 21 | | by articles of amendment, articles of merger, articles
of | 22 | | exchange, statement of correction affecting articles, | 23 | | resolution
establishing series of shares or a statement of | 24 | | cancellation under Section
9.05. Restated articles of | 25 | | incorporation shall supersede the original
articles of | 26 | | incorporation and all amendments thereto prior to the effective
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| 1 | | date of filing the articles of amendment incorporating the | 2 | | restated
articles of incorporation.
| 3 | | (d) "Subscriber" means one who subscribes for shares in a
| 4 | | corporation, whether before or after incorporation.
| 5 | | (e) "Incorporator" means one of the signers of
the original | 6 | | articles of incorporation.
| 7 | | (f) "Shares" means the units into which the proprietary | 8 | | interests in
a corporation are divided.
| 9 | | (g) "Shareholder" means one who is a holder of record of | 10 | | shares in a
corporation.
| 11 | | (h) "Certificate" representing shares means a written | 12 | | instrument executed
by the proper corporate officers, as | 13 | | required by Section 6.35 of this Act,
evidencing the fact that | 14 | | the person therein named is the holder of record
of the share | 15 | | or shares therein described. If the corporation is authorized
| 16 | | to issue uncertificated shares in accordance with Section 6.35 | 17 | | of this Act,
any reference in this Act to shares represented by | 18 | | a certificate shall also
refer to uncertificated shares and any | 19 | | reference to a certificate representing
shares shall also refer | 20 | | to the written notice in lieu of a certificate provided
for in | 21 | | Section 6.35.
| 22 | | (i) "Authorized shares" means the aggregate number of | 23 | | shares
of all classes which the corporation is authorized to | 24 | | issue.
| 25 | | (j) "Paid-in capital" means the sum of the cash and other | 26 | | consideration
received, less expenses, including commissions, |
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| 1 | | paid or incurred by the
corporation, in connection with the | 2 | | issuance of shares, plus any cash and
other consideration | 3 | | contributed to the corporation by or on behalf of its
| 4 | | shareholders, plus amounts added or transferred to paid-in | 5 | | capital by
action of the board of directors or shareholders | 6 | | pursuant to a share
dividend, share split, or otherwise, minus | 7 | | reductions as provided elsewhere
in this Act. Irrespective of | 8 | | the manner of
designation thereof by the laws under which a | 9 | | foreign corporation is or may be
organized, paid-in capital of | 10 | | a foreign corporation shall be determined on the
same basis and | 11 | | in the same manner as paid-in capital of a domestic | 12 | | corporation,
for the purpose of computing license fees , | 13 | | franchise taxes and other charges
imposed by this Act.
| 14 | | (k) "Net assets", for the purpose of determining the right | 15 | | of a corporation
to purchase its own shares and of determining | 16 | | the right of a corporation
to declare and pay dividends and | 17 | | make other distributions to shareholders
is equal to the | 18 | | difference between the assets of the corporation and the
| 19 | | liabilities of the corporation.
| 20 | | (l) "Registered office" means that office maintained by the | 21 | | corporation
in this State, the address of which is on file in | 22 | | the office of
the Secretary of State, at which any process, | 23 | | notice or demand required
or permitted by law may be served | 24 | | upon the registered agent of the corporation.
| 25 | | (m) "Insolvent" means that a corporation is unable to pay | 26 | | its debts
as they become due in the usual course of its |
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| 1 | | business.
| 2 | | (n) "Anniversary" means that day each year exactly one or | 3 | | more 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 | 15 | | anniversary of the
corporation occurs.
| 16 | | (p) "Extended filing month" means the month (if any) which | 17 | | shall have
been established in lieu of the corporation's | 18 | | anniversary month in
accordance with Section 14.01.
| 19 | | (q) "Taxable year" means that 12 month period commencing | 20 | | with the first
day of the anniversary month of a corporation | 21 | | through the last day of the
month immediately preceding the | 22 | | next occurrence of the anniversary
month of the corporation, | 23 | | except that in the case of a
corporation that has established | 24 | | an extended filing month "taxable year"
means that 12 month | 25 | | period commencing with the first day of the extended
filing | 26 | | month through the last day of the month immediately preceding
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| 1 | | the next occurrence of the
extended filing month.
| 2 | | (r) "Fiscal year" means the 12 month period with respect to | 3 | | which a
corporation ordinarily files its federal income tax | 4 | | return.
| 5 | | (s) "Close corporation" means a corporation organized | 6 | | under or electing
to be subject to Article 2A of this Act, the | 7 | | articles of incorporation of
which contain the provisions | 8 | | required by Section 2.10, and either the
corporation's articles | 9 | | of incorporation or an agreement entered into by all
of its | 10 | | shareholders provide that all of the issued shares of each | 11 | | class
shall be subject to one or more of the restrictions on | 12 | | transfer set forth
in Section 6.55 of this Act.
| 13 | | (t) "Common shares" means shares which have no preference | 14 | | over any other
shares with respect to distribution of assets on | 15 | | liquidation or with respect
to payment of dividends.
| 16 | | (u) "Delivered", for the purpose of determining if any | 17 | | notice 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 | 24 | | limitation, all
real, personal, tangible, and intangible | 25 | | property.
| 26 | | (w) "Taxable period" means that 12-month period commencing |
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| 1 | | with the
first day of the second month preceding the | 2 | | corporation's anniversary month
in the preceding year and prior | 3 | | to the first day of the second month
immediately preceding its | 4 | | anniversary month in the current year, except
that, in the case | 5 | | of a corporation that has established an extended filing
month, | 6 | | "taxable period" means that 12-month period ending with the | 7 | | last day
of its fiscal year immediately preceding the extended | 8 | | filing month.
In the case of a newly formed domestic | 9 | | corporation or a newly registered
foreign corporation that had | 10 | | not commenced transacting business in this State
prior to | 11 | | obtaining authority, "taxable period" means that
period | 12 | | commencing with the filing of the articles of incorporation or, | 13 | | in
the case of a foreign corporation, of filing of the | 14 | | application for authority, and prior
to the first day of the | 15 | | second month immediately preceding its anniversary
month
in the | 16 | | next succeeding year.
| 17 | | (x) "Treasury shares" mean (1) shares of a corporation that | 18 | | have been
issued, have been subsequently acquired by and belong | 19 | | to the corporation, and
have not been cancelled or restored to | 20 | | the status of authorized but unissued
shares and (2) shares (i) | 21 | | declared and paid as a share dividend on the shares
referred to | 22 | | in clause (1) or this clause (2), or (ii) issued in a share | 23 | | split
of the shares referred to in clause (1) or this clause | 24 | | (2). Treasury shares
shall be deemed to be "issued" shares but | 25 | | not "outstanding" shares. Treasury
shares may not be voted, | 26 | | directly or indirectly, at any meeting or otherwise.
Shares |
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| 1 | | converted into or exchanged for other shares of the corporation | 2 | | shall
not be deemed to be treasury shares.
| 3 | | (y) "Gross amount of business" means gross receipts, from | 4 | | whatever 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 | 8 | | incorporation
shall be executed and filed in duplicate in | 9 | | accordance 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 | 16 | | the corporate
powers enumerated in this Act.
| 17 | | (d) The duration of a corporation is perpetual unless | 18 | | otherwise specified
in the articles of incorporation.
| 19 | | (e) (Blank) If the data to which reference is made in | 20 | | subparagraph (iv) of
paragraph (2) of subsection (b) of this | 21 | | Section is not included in the articles
of incorporation, the | 22 | | franchise tax provided for in this Act shall be computed
on the | 23 | | basis of the entire paid-in capital as set forth pursuant to | 24 | | paragraph
(6) of subsection (a) of this Section, until such | 25 | | time 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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| 1 | | accordance with either Section 14.05 or Section 14.25 of this | 2 | | Act .
| 3 | | When the provisions of this Section have been complied | 4 | | with, the Secretary
of State shall file the articles of | 5 | | incorporation.
| 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 | 10 | | limitations set
forth in Section 9.10 of this Act.
| 11 | | (b) If a corporation acquires its own shares after the | 12 | | effective date of
this amendatory Act of 1993, the shares | 13 | | constitute treasury shares
until cancelled as provided by | 14 | | subsection (d) of this Section.
| 15 | | (c) A corporation shall file a report under Section 14.25 | 16 | | of this
Act in the case of its acquisition of its own shares | 17 | | that occurs
either prior to January 1, 1991 or on or prior to | 18 | | the last day of the third
month immediately preceding the | 19 | | corporation's anniversary month in 1991. A
corporation shall | 20 | | file a report under Section 14.30 of this Act in the case
of | 21 | | its acquisition and cancellation of its own shares that occurs | 22 | | after
both December 31, 1990 and the last day of such third | 23 | | month. However, if the articles of incorporation provide that
| 24 | | the
number of authorized shares is reduced by an acquisition | 25 | | and cancellation
of shares, then the corporation shall, within |
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| 1 | | 60 days after the date of
acquisition, execute and file in | 2 | | duplicate in accordance with Section 1.10 of
this Act, a | 3 | | statement 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
| 2 | | Secretary of State, the paid-in
capital of the corporation | 3 | | shall be deemed to be reduced by that part of
the paid-in | 4 | | capital which was, at the time of the cancellation,
represented | 5 | | by the shares so cancelled, to the extent of the cost from the | 6 | | paid-in capital of the reacquired and cancelled shares or a | 7 | | lesser amount as may be elected by the corporation, and the | 8 | | statement of cancellation
shall operate as an amendment to the | 9 | | articles of incorporation so as to
reduce the number of | 10 | | authorized shares by the number of shares so cancelled.
| 11 | | (d) A corporation, by resolution of the board of directors, | 12 | | may cancel any
of its treasury shares. When cancelled, the | 13 | | shares shall constitute authorized
but unissued shares unless | 14 | | the articles of incorporation provide that the
shares shall not | 15 | | be reissued, in which case the number of authorized shares
| 16 | | shall be reduced by the number of shares cancelled.
| 17 | | (e) (Blank) Until the report required by subsection (c) of | 18 | | this Section, or
the report required by Section 14.25 or | 19 | | Section 14.30 of this Act
reporting a reduction in paid-in | 20 | | capital, shall have been filed in
the office of the Secretary | 21 | | of State, the basis of the annual franchise tax
payable by the | 22 | | corporation shall not be reduced, provided, however, in no
| 23 | | event shall the annual franchise tax for any taxable year be | 24 | | reduced if
such report is not filed prior to the first day of | 25 | | the anniversary month
or, in the case of a corporation which | 26 | | has established an extended
filing month, the extended filing |
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| 1 | | month of that taxable year and before
payment of its annual | 2 | | franchise 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 | 19 | | this Act, at no
time shall the paid-in capital be reduced to an | 20 | | amount less than the aggregate
par value of all issued shares | 21 | | having a par value.
| 22 | | (c) (Blank) Until the report under Section 14.30 has been | 23 | | filed in the Office of the
Secretary of State showing a | 24 | | reduction in paid-in capital, the basis of the
annual franchise | 25 | | tax payable by the corporation shall not be reduced; provided,
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| 1 | | however, that in no event shall the annual franchise tax for | 2 | | any taxable year
be reduced if the report is not filed prior to | 3 | | the first day of the anniversary
month or, in the case of a | 4 | | corporation that has established an extended filing
month, the | 5 | | extended filing month of the corporation of that taxable year | 6 | | and
before payment of its annual franchise tax .
| 7 | | (d) A corporation that reduced its paid-in capital after | 8 | | December 31,
1986 by one or more of the methods described in | 9 | | subsection (a)
may
report the reduction pursuant to Section | 10 | | 14.30, subject to the restrictions of
subsections (b) and (c) | 11 | | of this Section.
| 12 | | (e) Nothing in this Section shall be construed to forbid | 13 | | any reduction in
paid-in capital to be effected under Section | 14 | | 9.05 of this Act.
| 15 | | (f) In the case of a vertical merger, the paid-in capital | 16 | | of a subsidiary
may be eliminated if either (1) it was created, | 17 | | totally funded, and wholly owned
by the parent or (2) the | 18 | | amount of the parent's investment in the subsidiary
was equal | 19 | | to 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 | 24 | | provided by this Act, articles of dissolution shall
be executed | 25 | | and filed in duplicate in accordance with Section 1.10 of this
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| 1 | | Act 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.
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| 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 | 9 | | with, the
Secretary of State shall file the articles of
| 10 | | dissolution.
| 11 | | (c) The dissolution is effective on the date of the filing | 12 | | of 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 | 16 | | Secretary
of State may dissolve any corporation | 17 | | administratively if:
| 18 | | (a) It has failed to file its annual report or final | 19 | | transition annual
report and pay its franchise tax as required | 20 | | by this Act before the first
day of the anniversary month or, | 21 | | in the case of a corporation which has
established an extended | 22 | | filing month, the extended filing month of the
corporation of | 23 | | the year in which such annual report becomes due and such
| 24 | | franchise tax becomes payable ;
| 25 | | (b) it has failed to file in the office of the Secretary of |
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| 1 | | State any
report after the expiration of the period prescribed | 2 | | in this Act for filing
such report;
| 3 | | (c) it has failed to pay any fees , franchise taxes, or | 4 | | charges prescribed
by this Act;
| 5 | | (d) it has misrepresented any material matter in any | 6 | | application,
report, affidavit, or other document filed by the | 7 | | corporation pursuant to this
Act;
| 8 | | (e) it has failed to appoint and maintain a registered | 9 | | agent in
this State;
| 10 | | (f) it has tendered payment to the Secretary of State which | 11 | | is returned
due to
insufficient funds, a closed account, or for | 12 | | any other reason, and acceptable
payment has
not been | 13 | | subsequently tendered;
| 14 | | (g) upon the failure of an officer or director to whom | 15 | | interrogatories have
been
propounded by the Secretary of State | 16 | | as provided in this Act, to answer the
same fully
and to file | 17 | | such answer in the office of the Secretary of State; or
| 18 | | (h) if the answer to such interrogatories discloses, or if | 19 | | the fact is
otherwise
ascertained, that the proportion of the | 20 | | sum of the paid-in capital of such
corporation
represented in | 21 | | this State is greater than the amount on which such corporation
| 22 | | has
theretofore paid fees and franchise taxes , and the | 23 | | deficiency 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)
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| 1 | | (Text of Section before amendment by P.A. 98-776 )
| 2 | | Sec. 12.45. Reinstatement following administrative | 3 | | dissolution.
| 4 | | (a) A domestic corporation administratively dissolved | 5 | | under Section 12.40
may
be reinstated by the Secretary of State | 6 | | following the
date of issuance of the certificate of | 7 | | dissolution 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 | 16 | | filed in
duplicate in accordance with Section 1.10 of this Act | 17 | | and 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 | 11 | | provisions of this Section
the Secretary of State shall file | 12 | | the application for reinstatement.
| 13 | | (d) Upon the filing of the application for reinstatement, | 14 | | the corporate
existence shall be deemed to have continued | 15 | | without interruption from the
date of the issuance of the | 16 | | certificate of dissolution, and the corporation
shall stand | 17 | | revived with such powers, duties and obligations as if it had
| 18 | | not been dissolved; and all acts and proceedings of its | 19 | | officers, directors
and shareholders, acting or purporting to | 20 | | act as such, which would have
been legal and valid but for such | 21 | | dissolution, 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 | 25 | | dissolution.
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| 1 | | (a) A domestic corporation administratively dissolved | 2 | | under Section 12.40
may
be reinstated by the Secretary of State | 3 | | following the
date of issuance of the certificate of | 4 | | dissolution 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 | 13 | | filed in
duplicate in accordance with Section 1.10 of this Act | 14 | | and 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 | 8 | | provisions of this Section
the Secretary of State shall file | 9 | | the application for reinstatement.
| 10 | | (d) Upon the filing of the application for reinstatement, | 11 | | the corporate
existence for all purposes shall be deemed to | 12 | | have continued without interruption from the
date of the | 13 | | issuance of the certificate of dissolution, and the corporation
| 14 | | shall stand revived with such powers, duties and obligations as | 15 | | if it had
not been dissolved; and all acts and proceedings of | 16 | | its shareholders, directors, officers, employees, and agents, | 17 | | acting or purporting to act in that capacity, and which would | 18 | | have
been legal and valid but for such dissolution, shall stand | 19 | | ratified and
confirmed.
| 20 | | (e) Without limiting the generality of subsection (d), upon | 21 | | the filing of the application for reinstatement, no | 22 | | shareholder, director, or officer shall be personally liable, | 23 | | under Section 8.65 of this Act or otherwise, for the debts and | 24 | | liabilities of the corporation incurred during the period of | 25 | | administrative dissolution by reason of the fact that the | 26 | | corporation was administratively dissolved at the time the |
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| 1 | | debts 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
| 6 | | transact business in this State, shall execute and file in | 7 | | duplicate an
application therefor, in accordance with Section | 8 | | 1.10 of this Act, and shall
also file a copy of its articles of | 9 | | incorporation and all amendments thereto,
duly authenticated | 10 | | by the proper officer of the state or country wherein
it is | 11 | | incorporated. 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 | 10 | | furnished by the
Secretary of State.
| 11 | | (c) When the provisions of this Section have been complied | 12 | | with, the
Secretary
of State shall file the application for
| 13 | | authority.
| 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 | 17 | | corporation
authorized to transact business in this State may | 18 | | withdraw from this State
upon filing with the Secretary of | 19 | | State an application for withdrawal. In
order to procure such | 20 | | withdrawal, 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 | 21 | | be made
on forms prescribed and furnished by the Secretary of | 22 | | State.
| 23 | | When the corporation has complied with
subsection (a) of | 24 | | this Section, the Secretary
of State shall file the application | 25 | | for
withdrawal and mail a copy of the application to the | 26 | | corporation or its
representative. If the provisions of
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| 1 | | subsection (b) of this Section have been followed, the
| 2 | | Secretary of State shall file the copy of the articles of | 3 | | dissolution in his
or her office.
| 4 | | Upon the filing of the application for withdrawal or copy | 5 | | of the articles of
dissolution, the authority
of the | 6 | | corporation 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 | 10 | | authority of a foreign corporation to transact
business in this | 11 | | State may be revoked by the Secretary of State:
| 12 | | (a) Upon the failure of an officer or director to whom
| 13 | | interrogatories have been propounded by the Secretary of State | 14 | | as
provided in this Act, to answer the same fully and to file | 15 | | such answer
in the office of the Secretary of State.
| 16 | | (b) If the answer to such interrogatories discloses, or if | 17 | | the fact
is otherwise ascertained, that the proportion of the | 18 | | sum of the paid-in
capital of such corporation represented in | 19 | | this
State is greater than the amount on which such corporation | 20 | | has
theretofore paid fees and franchise taxes , and the | 21 | | deficiency therein is
not paid.
| 22 | | (c) If the corporation for a period of one year has | 23 | | transacted no
business and has had no tangible property in this | 24 | | State as revealed by
its annual reports.
| 25 | | (d) Upon the failure of the corporation to keep on
file in |
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| 1 | | the office of the Secretary of State duly authenticated copies
| 2 | | of each amendment to its articles of incorporation.
| 3 | | (e) Upon the failure of the corporation to appoint
and | 4 | | maintain a registered agent in this State.
| 5 | | (f) (Blank).
| 6 | | (g) Upon the failure of the corporation to file any report
| 7 | | after the period prescribed by this Act for the filing of
such | 8 | | report.
| 9 | | (h) Upon the failure of the corporation to pay any
fees , | 10 | | franchise taxes, or charges prescribed by this Act.
| 11 | | (i) For misrepresentation of any material matter in any | 12 | | application,
report, affidavit, or other document filed by such | 13 | | corporation pursuant
to this Act.
| 14 | | (j) Upon the failure of the corporation to renew its | 15 | | assumed name or to
apply to change its assumed name pursuant to | 16 | | the provisions of this Act,
when the corporation can only | 17 | | transact business within this State under
its assumed name in | 18 | | accordance with the provisions of Section 4.05 of this Act.
| 19 | | (k) When under the provisions of the "Consumer Fraud and | 20 | | Deceptive Business
Practices Act" a court has found that the | 21 | | corporation substantially and
willfully violated such Act.
| 22 | | (l) Upon tender of payment to the Secretary of State which | 23 | | is subsequently
returned due to insufficient funds, a closed | 24 | | account, or any other reason, and
acceptable
payment has not | 25 | | been subsequently tendered.
| 26 | | (m) When the Secretary of State receives a copy of a |
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| 1 | | memorandum of judgment relating to a judgment entered for money | 2 | | owed to a unit of local government or school district, together | 3 | | with a statement filed by its attorney that the judgment has | 4 | | not 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 | 9 | | be reinstated by the Secretary of State
following the date of | 10 | | issuance 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 | 19 | | filed in
duplicate
in accordance with Section 1.10 of this Act | 20 | | and 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 | 15 | | provisions of this
Section, the Secretary of State shall file | 16 | | the application for reinstatement.
| 17 | | (d) Upon the filing of the application for reinstatement, | 18 | | the authority
of the corporation to transact business in this | 19 | | State shall be deemed to
have continued without interruption | 20 | | from the date of the issuance of the
certificate of revocation, | 21 | | and the corporation shall stand revived as if
its authority had | 22 | | not been revoked; and all acts and proceedings
of its officers, | 23 | | directors and shareholders, acting or purporting to act
as | 24 | | such, which would have been legal and valid but for such | 25 | | revocation,
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 | 4 | | State without
authority to do so is permitted to maintain a | 5 | | civil
action in any
court of this State, until the corporation | 6 | | obtains that
authority. Nor shall a civil action be maintained | 7 | | in any court of this
State by any successor or assignee of the | 8 | | corporation on any right, claim
or demand arising out of the | 9 | | transaction of business by the corporation in
this State, until | 10 | | authority to transact business in this
State is obtained by the
| 11 | | corporation or by a corporation that has acquired all or | 12 | | substantially all
of its assets.
| 13 | | (b) The failure of a foreign corporation to obtain
| 14 | | authority to transact business in this State does not impair | 15 | | the validity
of any contract or act of the corporation, and | 16 | | does not prevent the
corporation from defending any action in | 17 | | any court of this State.
| 18 | | (c) A foreign corporation that transacts business in this | 19 | | State without authority is liable to this State, for the years | 20 | | or parts
thereof during which it transacted business in this | 21 | | State without authority, in an amount equal to all fees, | 22 | | franchise taxes,
penalties , and other charges that would have | 23 | | been imposed by this Act upon
the corporation had it duly | 24 | | applied for and received
authority to transact business in this | 25 | | State as required by this Act , but
failed to pay the franchise |
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| 1 | | taxes that would have been computed thereon,
and thereafter | 2 | | filed all reports required by this Act; and, if a
corporation | 3 | | fails to file an application for
authority within 60 days
after | 4 | | it commences business in this State, in addition
thereto it is | 5 | | liable for a penalty of either 10% of the filing fee and ,
| 6 | | license fee and franchise taxes or $200 plus $5.00 for each | 7 | | month or
fraction thereof in which it has continued to transact | 8 | | business in this
State without authority therefor, whichever | 9 | | penalty is
greater. The Attorney General shall bring | 10 | | proceedings to recover all
amounts due this State under this | 11 | | Section.
| 12 | | (d) The Attorney General shall bring an action to restrain | 13 | | a foreign corporation from transacting business in this State, | 14 | | if the authority of the foreign corporation to transact | 15 | | business has been revoked under subsection (m) of Section 13.50 | 16 | | of 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 | 20 | | filing
month.
| 21 | | (a) Each domestic corporation and each foreign corporation | 22 | | authorized
to transact business in this State, having reported | 23 | | on its last annual
report, or articles of incorporation in the | 24 | | case of a domestic corporation,
or application for certificate | 25 | | of authority in the case of a foreign
corporation, an amount |
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| 1 | | less than 100% of its paid-in capital represented in
Illinois, | 2 | | may make an irrevocable, one time election to establish an
| 3 | | extended filing month for the purpose of filing annual reports | 4 | | for all
subsequent taxable years by filing pursuant to Section | 5 | | 1.10 within the time
prescribed by subsection (c) of this | 6 | | Section, 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 |
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| 1 | | interim annual
report which shall set forth, as of the date of | 2 | | filing of the statement,
all of the information required | 3 | | pursuant to Section 14.05 of this Act to be
included in the | 4 | | annual report except that the information required by
| 5 | | subparagraph (h) of Section 14.05 shall be the amounts | 6 | | represented in this
State as disclosed by the preceding annual | 7 | | report or if no annual report is
on file, from information | 8 | | contained in the articles of incorporation of a
domestic | 9 | | corporation or the application for certificate of authority in | 10 | | the
case of a foreign corporation.
| 11 | | (c) The statement of election and interim annual report | 12 | | referred to in
this Section, together with all fees, taxes and | 13 | | charges as prescribed by
this Act and prorated in accordance | 14 | | with Section 15.45 or 15.75 , shall be
delivered to the | 15 | | Secretary of State within 60 days immediately preceding
the | 16 | | first day of the anniversary month of the corporation in 1991 | 17 | | or any
subsequent year. Proof to the satisfaction of the | 18 | | Secretary of State that
prior to the first day of the | 19 | | anniversary month of the corporation such
statement of election | 20 | | and interim annual report together with all fees,
taxes and | 21 | | charges as prescribed by this Act, were deposited in the United
| 22 | | States mail in a sealed envelope, properly addressed, with | 23 | | postage prepaid,
shall be deemed a compliance with this | 24 | | requirement. If the Secretary of
State finds that such | 25 | | statement and reports conform to the requirements of
this Act, | 26 | | he or she shall file the same. If he or she finds that they do
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| 1 | | not so conform, he or she shall promptly return the same to the | 2 | | corporation
for any necessary corrections, in which event the | 3 | | penalties hereinafter
prescribed for failure to file such | 4 | | report within the time hereinabove
provided shall not apply if | 5 | | such statement, if applicable, and report are
corrected to | 6 | | conform to the requirements of this Act and returned to the
| 7 | | Secretary of State within 30 days of the date the report was | 8 | | returned for
corrections.
| 9 | | (d) Subsequent to the filing of the statement of election | 10 | | and the
interim annual report, the corporation shall file | 11 | | within 60 days prior to the
extended filing month a final | 12 | | transition annual report reflecting the factual
information | 13 | | required by Section 14.05, and must pay the appropriate fees
| 14 | | and franchise taxes due, if any, or set forth the amount of any | 15 | | overpayment
to be credited against any other taxes applicable | 16 | | under this Act which may
thereafter be payable, in each case | 17 | | based on any difference which may exist
between its interim | 18 | | annual report and its final transition annual report.
| 19 | | Compliance with this Section establishes a new reporting period | 20 | | for
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 | 24 | | corporation. Each domestic corporation organized under any | 25 | | general law or
special act of this State authorizing the |
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| 1 | | corporation to issue shares,
other than homestead | 2 | | associations, building and loan associations, banks
and | 3 | | insurance companies (which includes a syndicate or limited | 4 | | syndicate
regulated under Article V 1/2 of the Illinois | 5 | | Insurance Code or member of a
group of underwriters regulated | 6 | | under Article V of that Code), and each
foreign corporation | 7 | | (except members of a group of underwriters regulated
under | 8 | | Article V of the Illinois Insurance Code) authorized to | 9 | | transact
business in this State, shall file, within the time | 10 | | prescribed 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 |
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| 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 |
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| 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 | 24 | | furnished by
the Secretary of State, and the information | 25 | | therein required by paragraphs
(a) through (d), both inclusive, | 26 | | of this Section, shall be given as of the date
of the execution |
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| 1 | | of the annual report and the information therein required
by | 2 | | paragraphs (e), (f) and (g) of this Section shall be given as | 3 | | of the
last day of the third month preceding the anniversary | 4 | | month, except that
the information required by paragraphs (e), | 5 | | (f) and (g) shall, in the case
of a corporation which has | 6 | | established an extended filing month, be given
in its final | 7 | | transition annual report and each subsequent annual report as
| 8 | | of the close of its fiscal year immediately preceding its | 9 | | extended filing
month. It shall be executed by the corporation | 10 | | by its president, a
vice-president, secretary, assistant | 11 | | secretary, treasurer or other officer
duly authorized by the | 12 | | board of directors of the corporation to execute
those reports, | 13 | | and verified by him or her, or, if the corporation is in the
| 14 | | hands of a receiver or trustee, it shall be executed on behalf | 15 | | of 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, | 17 | | 7-1-03.)
| 18 | | (805 ILCS 5/14.15) (from Ch. 32, par. 14.15)
| 19 | | Sec. 14.15. First report of issuance of shares. The | 20 | | articles of
incorporation of each domestic corporation shall be | 21 | | deemed to be the first
report of the issuance of shares of such | 22 | | corporation. For the purpose of
determining the initial | 23 | | franchise tax of such corporation, and for the
purpose of | 24 | | determining the annual franchise tax thereafter until the basis
| 25 | | therefor is changed in a manner provided in this Act, but for |
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| 1 | | no other
purpose, the shares which the articles of | 2 | | incorporation state the
corporation proposes to issue without | 3 | | further report to the Secretary of
State shall be deemed to be | 4 | | issued at the date of the filing of such
articles of | 5 | | incorporation. For such purposes, but for no other purpose, the
| 6 | | consideration which the articles of incorporation state is to | 7 | | be received
by the corporation therefor shall be deemed to have | 8 | | been 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 | 12 | | paid-in capital.
| 13 | | (a) Each domestic corporation, and each foreign | 14 | | corporation authorized to
transact business in this State, | 15 | | after: the issuance of any share not
previously reported to the | 16 | | Secretary of State as having been issued; an
increase in the | 17 | | amount of its paid-in capital without the issuance of
shares; | 18 | | an exchange or reclassification of its shares resulting in an
| 19 | | increase in the amount of its paid-in capital; or the issuance | 20 | | of any
shares of the acquiring corporation in a share exchange, | 21 | | shall execute and
file in accordance with Section 1.10 of this | 22 | | Act, 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 | 26 | | paid-in capital that
occur either prior to January 1, 1991 or |
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| 1 | | on or prior to the last
day of the third month immediately | 2 | | preceding the corporation's anniversary
month in 1991, the | 3 | | report shall be filed within 60 days after
the
issuance or | 4 | | increase. In the case of issuances of shares or increases
that | 5 | | occur
after both December 31, 1990 and the last day of such | 6 | | third month,
the issuances or increases shall
be reported under | 7 | | Section 14.30 at the time required by that Section.
| 8 | | (c) No additional license fees or franchise taxes shall be | 9 | | payable upon
the filing of the report to the extent that | 10 | | license fees or franchise
taxes shall have been previously paid | 11 | | by the corporation in respect of
shares previously issued which | 12 | | are being exchanged for the shares the
issuance of which is | 13 | | being reported, provided those facts are shown in the
report.
| 14 | | (d) The report shall be made on forms prescribed and | 15 | | furnished 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 | 19 | | shares/reduction
in paid-in capital.
| 20 | | (a) Each domestic corporation and each foreign corporation | 21 | | authorized
to transact business in this State that is a party | 22 | | to a statutory merger
and is the surviving corporation, or that | 23 | | effects the cancellation of
its shares, or that effects a | 24 | | reduction in its paid-in capital in
connection with the | 25 | | cancellation of its shares, as permitted by this Act,
and does |
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| 1 | | not report that event to the Secretary of State by any other
| 2 | | report required by this Act to be filed; and each domestic | 3 | | corporation
that is the new corporation in a consolidation, | 4 | | shall execute and file, in
accordance with Section 1.10 of this | 5 | | Act, 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, | 11 | | cancellation of
shares, or reduction in paid-in capital that | 12 | | occurs either prior to January
1, 1991 or on or prior to the | 13 | | last day of the third month immediately
preceding the | 14 | | corporation's anniversary month in 1991, the report shall be
| 15 | | filed within 60 days after that event. In the case of a | 16 | | cancellation of
shares or reduction in paid-in capital that | 17 | | occurs after both December 31,
1990 and the last day of the | 18 | | third month immediately preceding the
corporation's | 19 | | anniversary month in 1991, the event shall be reported under
| 20 | | Section 14.30 at the time required by that Section and not | 21 | | under this
Section In the case of a statutory merger or | 22 | | consolidation that occurs
after both December 31, 1990 and the | 23 | | last day of the third month
immediately preceding the | 24 | | corporation's anniversary month in 1991, the
event shall be | 25 | | reported under Section 14.35 at the time required by that
| 26 | | Section and not under this Section.
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| 1 | | (c) The report shall be made on forms prescribed and | 2 | | furnished by the
Secretary of State.
| 3 | | (d) (Blank) Until the report shall have been filed in the | 4 | | office of the
Secretary of State, the basis of the annual | 5 | | franchise tax payable by the
corporation shall not be reduced; | 6 | | provided, however, in no event shall the
annual franchise tax | 7 | | for any taxable year be reduced if the report is not
filed | 8 | | prior to the first day of the anniversary month
or the extended | 9 | | filing month of the corporation of that
taxable year and before | 10 | | payment 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 | 14 | | or paid-in
capital.
| 15 | | (a) Each domestic corporation and each foreign corporation
| 16 | | authorized to transact business in this State that effects any | 17 | | change in
the number of issued shares or the amount of paid-in | 18 | | capital that has
not theretofore been reported in any report | 19 | | other than an annual report,
interim annual report, or final | 20 | | transition annual report, shall execute and
file, in accordance | 21 | | with Section 1.10 of this Act, a report with respect to
the | 22 | | changes 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 | 4 | | subsection
(a) not later than (i) the time its annual report is | 5 | | required to be filed in
1992 and in each subsequent year and | 6 | | (ii) not later than the time of filing
the articles of merger, | 7 | | consolidation, or amendment to the articles of
incorporation | 8 | | that affects the number of issued shares or the amount of | 9 | | paid-in
capital of a domestic corporation or the certified copy | 10 | | of
merger
of a foreign corporation.
| 11 | | (c) The report shall net decreases against increases that | 12 | | occur during
the same taxable period. The report shall set | 13 | | forth:
| 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 | 4 | | payable
upon the filing of the report to the extent that | 5 | | license fees or franchise
taxes shall have been previously paid | 6 | | by the corporation in respect of
shares previously issued which | 7 | | are being exchanged for the shares the
issuance of which is | 8 | | being reported, provided those facts are shown in
the report.
| 9 | | (e) The report shall be made on forms prescribed and | 10 | | furnished by the
Secretary of State.
| 11 | | (f) (Blank) Until the report under this Section or a report | 12 | | under Section 14.25
shall have been filed in the Office of the | 13 | | Secretary of State showing a
reduction in paid-in capital, the | 14 | | basis of the annual franchise tax payable
by the corporation | 15 | | shall not be reduced, provided, however, in no event
shall the | 16 | | annual franchise tax for any taxable year be reduced if the
| 17 | | report is not filed prior to the first day of the anniversary | 18 | | month or, in
the case of a corporation which has established an | 19 | | extended filing month,
the extended filing month of the | 20 | | corporation of that taxable year and
before payment of its | 21 | | annual 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 |
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| 1 | | corporation authorized
to transact business in this State is | 2 | | the surviving corporation in a
statutory merger or whenever a | 3 | | domestic corporation is the new corporation
in a consolidation, | 4 | | it shall, within 60 days after the effective date of
the event, | 5 | | if the effective date occurs after both December 31, 1990 and
| 6 | | the last day of the third month immediately preceding its | 7 | | anniversary month
in 1991, execute and file in accordance with | 8 | | Section 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 |
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| 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 | 13 | | furnished 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 | 19 | | collected by Secretary of State.
The Secretary of State shall | 20 | | charge and collect in accordance with the
provisions of this | 21 | | Act:
| 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. | 6 | | For the privilege of exercising its authority to transact | 7 | | business
in this State as set out in its application therefor | 8 | | or any amendment
thereto, the Secretary of State shall charge | 9 | | and collect from each foreign
corporation the following license | 10 | | fees, computed on the basis and at the
rates prescribed in this | 11 | | Act:
| 12 | | (a) An initial license fee at the time of filing its | 13 | | application for
authority to transact business in this State | 14 | | whenever the
application indicates the corporation commenced | 15 | | transacting business prior
to January 1, 1991.
| 16 | | (b) Except as otherwise provided in paragraph (e) of this | 17 | | Section, an
additional license fee at the time of filing (1) a | 18 | | report of the
issuance of additional shares, or (2) a report of | 19 | | an increase in paid-in
capital without the issuance of shares, | 20 | | or (3) a report of cumulative
changes in paid-in capital or of | 21 | | an exchange or reclassification of shares,
whenever the report | 22 | | discloses an increase in the amount represented in
this State | 23 | | of its paid-in capital over the greatest amount thereof
| 24 | | theretofore reported in any document required by this Act to be | 25 | | filed in
the office of the Secretary of State.
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| 1 | | (c) Except as otherwise provided in paragraph (e) of this | 2 | | Section,
whenever the corporation shall be a party to a | 3 | | statutory merger and
shall be the surviving corporation, an | 4 | | additional license fee at the time
of filing its report | 5 | | following merger, if the
report discloses that the amount | 6 | | represented in this State of its paid-in
capital immediately | 7 | | after the merger is greater than the aggregate of the
amounts | 8 | | represented in this State of the paid-in capital of all of the
| 9 | | merged corporations.
| 10 | | (d) Except as otherwise provided in paragraph (e) of this | 11 | | Section,
an additional license fee payable with the annual | 12 | | franchise tax each year in
which the corporation is required by | 13 | | this Act to file an annual report
whenever the report discloses | 14 | | an increase in the amount represented in
this State of its | 15 | | paid-in capital over the amount previously determined to
be | 16 | | represented in this State in accordance with the provisions of | 17 | | this Act.
| 18 | | (e) The additional license fee referred to in paragraphs | 19 | | (b), (c) and
(d) of this Section shall not be payable with | 20 | | respect to issuances of
shares or increases in paid-in capital | 21 | | that occur subsequent to both
December 31, 1990 and the last | 22 | | day of the third month immediately preceding
the anniversary | 23 | | month of a foreign corporation in 1991 or to an increase
in the | 24 | | amount represented in this State of its paid-in capital over | 25 | | the
amount previously determined to be represented in this | 26 | | State 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, | 5 | | statements,
certificates, reports, applications, notices, or | 6 | | other papers relating to
any corporation, domestic or foreign, | 7 | | organized under or subject to the
provisions of this Act until | 8 | | all fees, franchise taxes payable by the corporation under the | 9 | | law in effect prior to the effective date of this amendatory | 10 | | Act of the 99th General Assembly , and charges provided
to be | 11 | | paid in connection therewith shall have been paid to him or | 12 | | her, or
while the corporation is in default in the payment of | 13 | | any fees, franchise
taxes payable by the corporation under the | 14 | | law in effect prior to the effective date of this amendatory | 15 | | Act of the 99th General Assembly , charges, penalties, or | 16 | | interest herein provided to be paid by
or assessed
against it, | 17 | | or when the Illinois Department of Revenue has given notice
| 18 | | that the corporation is in default in the filing of a return or | 19 | | the payment
of any final assessment of tax, penalty or interest | 20 | | as required by any tax
Act administered by the Department.
| 21 | | (b) The Secretary of State shall not file, with respect to | 22 | | any domestic
or
foreign corporation, any document required or | 23 | | permitted to be filed by this
Act, which has an effective date | 24 | | other than the date of filing until there
has been paid by such | 25 | | corporation to the Secretary of State all fees, taxes
and |
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| 1 | | charges due and payable on or before said effective date.
| 2 | | (c) No corporation required to pay a franchise tax under | 3 | | the law in effect prior to the effective date of this | 4 | | amendatory Act of the 99th General Assembly , license fee,
| 5 | | penalty, or interest under this Act shall maintain any civil | 6 | | action until
all
such franchise taxes, license fees, penalties, | 7 | | and interest
have been paid in full.
| 8 | | (d) The Secretary of State shall, from information received | 9 | | from the
Illinois Commerce Commission, compile and keep a list | 10 | | of all domestic and
foreign corporations which are regulated | 11 | | pursuant to the provisions of "An
Act concerning public | 12 | | utilities", approved June 29, 1921, and Chapter 18 of
"The | 13 | | Illinois Vehicle Code", approved September 29, 1969, and which | 14 | | hold,
as a prerequisite for doing business in this State, any | 15 | | franchise, license,
permit or right to engage in any business | 16 | | regulated by such Acts.
| 17 | | (e) Within 10 days after any such corporation fails to pay | 18 | | a franchise
tax,
license fee, penalty, or interest required | 19 | | under this Act, the
Secretary shall, by
written notice, so | 20 | | advise 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 | 25 | | notwithstanding anything to the contrary contained in
any other |
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| 1 | | Section of this Act, no domestic corporation or foreign
| 2 | | corporation shall be obligated to pay any annual franchise tax | 3 | | payable by the corporation under the law in effect prior to the | 4 | | effective date of this amendatory Act of the 99th General | 5 | | Assembly, or any , fee,
or penalty , or interest thereon imposed | 6 | | under this Act, nor shall any
administrative or judicial | 7 | | sanction
(including dissolution) be imposed or enforced nor | 8 | | access to the courts of
this State be denied based upon | 9 | | nonpayment thereof more than 7 years
after the date of filing | 10 | | the annual report with respect to the period
during which the | 11 | | obligation for the tax, fee, penalty , or
interest arose, unless | 12 | | (1) within that 7 year period the Secretary of State
sends a | 13 | | written notice to the corporation to the effect that (A)
| 14 | | administrative or judicial action to dissolve the corporation | 15 | | or revoke its
authority for nonpayment of a tax, fee, penalty , | 16 | | or interest
has been commenced; or (B) the corporation has | 17 | | submitted a report
but has
failed to pay a tax, fee, penalty , | 18 | | or interest required to be paid
therewith; or (C) a report with | 19 | | respect to an event or action giving rise
to an obligation to | 20 | | pay a tax, fee, penalty , or interest is required but has
not | 21 | | been filed, or has been filed and is in error or incomplete; or | 22 | | (2)
the annual report by the corporation was filed with | 23 | | fraudulent
intent to evade taxes payable under the law in | 24 | | effect prior to the effective date of this amendatory Act of | 25 | | the 99th General Assembly this Act . A corporation
nonetheless | 26 | | shall be required to pay all taxes
that would have been payable |
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| 1 | | during the most recent 7 year period due to a
previously | 2 | | unreported increase in paid-in capital that occurred prior to
| 3 | | that 7 year period and interest and penalties thereon for that | 4 | | period, except that, from February 1, 2008 through March 15, | 5 | | 2008, with respect to any corporation that participates in the | 6 | | Franchise Tax and License Fee Amnesty Act of 2007, the | 7 | | corporation shall be only required to pay all taxes that would | 8 | | have been payable during the most recent 4 year period due to a | 9 | | previously unreported increase in paid-in capital that | 10 | | occurred prior to that 7 year period.
| 11 | | (b) If within 2 years following a change in control of a | 12 | | corporation the
corporation voluntarily pays in good faith all | 13 | | known obligations of
the corporation imposed by this Article 15 | 14 | | with respect to reports that
were required to have been filed | 15 | | since the beginning of the 7 year period
ending on the | 16 | | effective date of the change in control, no action shall be
| 17 | | taken to enforce or collect obligations of that corporation | 18 | | imposed by this
Article 15 with respect to reports that were | 19 | | required to have been filed
prior to that 7 year period | 20 | | regardless of whether the limitation period set
forth in | 21 | | subsection (a) is otherwise applicable. For purposes of this
| 22 | | subsection (b), a change in control means a transaction, or a | 23 | | series of
transactions consummated within a period of 180 | 24 | | consecutive days, as a
result of which a person which owned | 25 | | less than 10% of the shares having the
power to elect directors | 26 | | of the corporation acquires shares such that the
person becomes |
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| 1 | | the holder of 80% or more of the shares having such power.
For | 2 | | purposes of this subsection (b) a person means any natural | 3 | | person,
corporation, partnership, trust or other entity | 4 | | together with all other
persons controlled by, controlling or | 5 | | under common control with such person.
| 6 | | (c) Except as otherwise provided in this Section and | 7 | | notwithstanding
anything to the contrary contained in any other | 8 | | Section of this Act, no foreign
corporation that has not | 9 | | previously obtained authority under
this Act shall, upon | 10 | | voluntary application for authority filed
with the Secretary of | 11 | | State prior to January 1, 2001, be obligated to pay any
tax | 12 | | payable under the law in effect prior to the effective date of | 13 | | this amendatory Act of the 99th General Assembly, or , fee, | 14 | | penalty, or interest imposed under this Act, nor shall any
| 15 | | administrative or judicial sanction be imposed or enforced | 16 | | based upon
nonpayment thereof with respect to a period during | 17 | | which the obligation arose
that is prior to January 1, 1993 | 18 | | unless (1) prior to receipt of the application
for authority | 19 | | the Secretary of State had sent written notice
to
the | 20 | | corporation regarding its failure to obtain an application for | 21 | | authority, (2)
the corporation had submitted an application for | 22 | | authority
previously but had failed to pay any tax, fee, | 23 | | penalty , or interest to be paid
therewith, or (3) the | 24 | | application for authority was submitted
by
the corporation with | 25 | | fraudulent intent to evade taxes payable under the law in | 26 | | effect prior to the effective date of this amendatory Act of |
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| 1 | | the 99th General Assembly this Act .
A
corporation nonetheless | 2 | | shall be required to pay all taxes payable under the law in | 3 | | effect prior to the effective date of this amendatory Act of | 4 | | the 99th General Assembly and fees due under
this Act that | 5 | | would have been payable since January 1, 1993 as a result of
| 6 | | commencing the transaction of its business in this State and | 7 | | interest thereon
for that period.
| 8 | | (Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08; | 9 | | 96-66, 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 | 13 | | effective date of this amendatory Act of the 99th General | 14 | | Assembly , a percentage of the amounts collected
under Sections | 15 | | 15.35, 15.45, 15.65, and 15.75 (now repealed) of this Act shall | 16 | | be
deposited into the Corporate Franchise Tax Refund Fund, a | 17 | | special Fund
hereby created in the State treasury. From July 1, | 18 | | 1993, until December 31,
1994, there shall be deposited into | 19 | | the Fund 3% of the amounts received
under those Sections. | 20 | | Beginning January 1, 1995, and for each fiscal year
beginning | 21 | | thereafter, 2% of the amounts collected under those Sections
| 22 | | during the preceding fiscal year shall be deposited into the | 23 | | Fund.
| 24 | | (b) Beginning on the effective date of this amendatory Act | 25 | | of the 99th General Assembly July 1, 1993 , moneys in the Fund |
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| 1 | | shall be expended
exclusively for the purpose of paying refunds | 2 | | payable because of overpayment
of franchise taxes, penalties , | 3 | | or interest under Sections 13.70 , 15.35,
15.45, 15.65, 15.75, | 4 | | and 16.05 of this
Act and making transfers authorized under | 5 | | this Section. Refunds in
accordance with the provisions of | 6 | | subsections (f) and (g) of Section 1.15
and Section 1.17 of | 7 | | this Act may be made from the Fund only to the extent that
| 8 | | amounts 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 | 10 | | remain available. Within a reasonable
time after the 30th day | 11 | | of June of each year, the Secretary of State shall
direct and | 12 | | the Comptroller shall order transferred to the General Revenue | 13 | | Fund
all amounts in excess of $100,000 remaining in the fund as | 14 | | of June 30.
| 15 | | (c) This Act shall constitute an irrevocable and continuing
| 16 | | appropriation from the Corporate Franchise Tax Refund Fund for | 17 | | the purpose
of paying refunds upon the order of the Secretary | 18 | | of 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 | 22 | | corporations.
| 23 | | (a) (Blank) Each
corporation, domestic or foreign, that | 24 | | fails or refuses to file any annual
report or report of | 25 | | cumulative changes in paid-in capital and pay any
franchise tax |
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| 1 | | due pursuant to the report prior to the first day of its
| 2 | | anniversary month
or, in the case of a corporation which has | 3 | | established an extended filing
month, the extended filing month | 4 | | of the corporation
shall pay a penalty of 10% of the amount of | 5 | | any
delinquent franchise tax due for the report. From February | 6 | | 1, 2008 through March 15, 2008, no penalty shall be imposed | 7 | | with respect to any amount of delinquent franchise tax paid | 8 | | pursuant to the Franchise Tax and License Fee Amnesty Act of | 9 | | 2007 .
| 10 | | (b) Each corporation, domestic or foreign, that fails or | 11 | | refuses to file
a report of issuance of shares or increase in | 12 | | paid-in capital within the
time prescribed by this Act is | 13 | | subject to a penalty on any obligation
occurring prior to | 14 | | January 1, 1991, and interest on those obligations on or
after | 15 | | January 1, 1991, for each calendar month or part of month that | 16 | | it is
delinquent in the amount of 2% of the amount of license | 17 | | fees and franchise
taxes provided by this Act and franchise | 18 | | taxes provided under the
law in effect prior to the effective | 19 | | date of this
amendatory Act of the 99th General Assembly to be | 20 | | paid on account of the issuance of shares
or increase in | 21 | | paid-in capital. From February 1, 2008 through March 15, 2008, | 22 | | no penalty shall be imposed, or interest charged, with respect | 23 | | to any amount of delinquent license fees and franchise taxes | 24 | | paid pursuant to the Franchise Tax and License Fee Amnesty Act | 25 | | of 2007.
| 26 | | (c) Each corporation, domestic or foreign, that fails or |
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| 1 | | refuses to file
a
report of cumulative changes in paid-in | 2 | | capital or report following merger
within the time prescribed | 3 | | by this Act is subject to interest on or after
January 1, 1992, | 4 | | for each calendar month or part of month that it is
delinquent, | 5 | | in the amount of 2% of the amount of franchise taxes provided
| 6 | | under the
law in effect prior to the effective date of this
| 7 | | amendatory Act of the 99th General Assembly by this Act to be | 8 | | paid on account of the issuance of shares or increase in
| 9 | | paid-in capital disclosed on the report of cumulative changes | 10 | | in paid-in
capital or report following merger, or $1, whichever | 11 | | is greater. From February 1, 2008 through March 15, 2008, no | 12 | | interest shall be charged with respect to any amount of | 13 | | delinquent franchise tax paid pursuant to the Franchise Tax and | 14 | | License Fee Amnesty Act of 2007.
| 15 | | (d) If the annual franchise tax, or the supplemental annual | 16 | | franchise
tax
for any 12-month period commencing July 1, 1968, | 17 | | or July 1 of any
subsequent year through June 30, 1983, | 18 | | assessed in accordance with this
Act, is not paid by July 31, | 19 | | it is delinquent, and there is added a penalty
prior to January | 20 | | 1, 1991, and interest on and after January 1, 1991, of 2%
for | 21 | | each month or part of month that it is delinquent commencing | 22 | | with the
month of August, or $1, whichever is greater. From | 23 | | February 1, 2008 through March 15, 2008, no penalty shall be | 24 | | imposed, or interest charged, with respect to any amount of | 25 | | delinquent franchise taxes paid pursuant to the Franchise Tax | 26 | | and License Fee Amnesty Act of 2007.
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| 1 | | (e) If the supplemental annual franchise tax assessed in | 2 | | accordance with
the provisions of this Act for the 12-month | 3 | | period commencing July 1,
1967, is not paid by September 30, | 4 | | 1967, it is delinquent, and there is
added a penalty prior to | 5 | | January 1, 1991, and interest on and after
January 1, 1991, of | 6 | | 2% for each month or part of month that it is
delinquent | 7 | | commencing with the month of October, 1967. From February 1, | 8 | | 2008 through March 15, 2008, no penalty shall be imposed, or | 9 | | interest charged, with respect to any amount of delinquent | 10 | | franchise taxes paid pursuant to the Franchise Tax and License | 11 | | Fee Amnesty Act of 2007.
| 12 | | (f) If any annual franchise tax for any period from | 13 | | beginning on or after
July 1,
1983 through the day before the | 14 | | effective date of this amendatory Act of the 99th General | 15 | | Assembly , is not paid by the time period herein prescribed, it | 16 | | is delinquent
and there is added a penalty prior to January 1, | 17 | | 1991, and interest on
and after January 1, 1991, of 2% for each | 18 | | month or part of a month that
it is delinquent commencing with | 19 | | the anniversary month or in the case of
a corporation that has | 20 | | established an extended filing month, the extended
filing | 21 | | month, or $1, whichever is greater. From February 1, 2008 | 22 | | through March 15, 2008, no penalty shall be imposed, or | 23 | | interest charged, with respect to any amount of delinquent | 24 | | franchise taxes paid pursuant to the Franchise Tax and License | 25 | | Fee Amnesty Act of 2007.
| 26 | | (g) Any corporation, domestic or foreign, failing to pay |
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| 1 | | the prescribed
fee for assumed corporate name renewal when due | 2 | | and payable shall be given
notice of nonpayment by the | 3 | | Secretary of State by regular mail; and if
the fee together | 4 | | with a penalty fee of $5 is not paid within
90 days after the | 5 | | notice is mailed, the right to use the assumed
name shall | 6 | | cease.
| 7 | | (h) Any corporation which (i) puts forth any sign or
| 8 | | advertisement, assuming
any name other than that by which it is | 9 | | incorporated or otherwise
authorized by law to act or (ii) | 10 | | violates Section 3.25, shall be guilty of
a Class C misdemeanor | 11 | | and
shall be deemed guilty of an additional offense for each | 12 | | day it shall
continue to so offend.
| 13 | | (i) Each corporation, domestic or foreign, that fails or | 14 | | refuses (1) to
answer truthfully and fully within the time | 15 | | prescribed by this Act
interrogatories propounded by the | 16 | | Secretary of State in accordance with
this Act or (2) to | 17 | | perform any other act required by this Act to be
performed by | 18 | | the corporation, is guilty of a Class C misdemeanor.
| 19 | | (j) Each corporation that fails or refuses to file articles | 20 | | of
revocation
of dissolution within the time prescribed by this | 21 | | Act is subject to a
penalty for each calendar month or part of | 22 | | the 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; | 24 | | 96-1121, eff. 1-1-11.)
| 25 | | (805 ILCS 5/15.35 rep.) |
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| 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 | 8 | | by repealing Sections 15.35, 15.40, 15.45, 15.65, 15.70, 15.75, | 9 | | and 15.80.
| 10 | | Section 99. Effective date. This Act takes effect upon | 11 | | becoming law.
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| 1 | |
INDEX
| 2 | |
Statutes amended in order of appearance
| | 3 | | 220 ILCS 5/4-204 | from Ch. 111 2/3, par. 4-204 | | 4 | | 310 ILCS 5/4 | from Ch. 67 1/2, par. 154 | | 5 | | 625 ILCS 5/18a-200 | from Ch. 95 1/2, par. 18a-200 | | 6 | | 625 ILCS 5/18c-1704 | from Ch. 95 1/2, par. 18c-1704 | | 7 | | 805 ILCS 5/1.17 | from Ch. 32, par. 1.17 | | 8 | | 805 ILCS 5/1.70 | from Ch. 32, par. 1.70 | | 9 | | 805 ILCS 5/1.80 | from Ch. 32, par. 1.80 | | 10 | | 805 ILCS 5/2.10 | from Ch. 32, par. 2.10 | | 11 | | 805 ILCS 5/9.05 | from Ch. 32, par. 9.05 | | 12 | | 805 ILCS 5/9.20 | | | 13 | | 805 ILCS 5/12.20 | from Ch. 32, par. 12.20 | | 14 | | 805 ILCS 5/12.35 | from Ch. 32, par. 12.35 | | 15 | | 805 ILCS 5/12.45 | from Ch. 32, par. 12.45 | | 16 | | 805 ILCS 5/13.15 | from Ch. 32, par. 13.15 | | 17 | | 805 ILCS 5/13.45 | from Ch. 32, par. 13.45 | | 18 | | 805 ILCS 5/13.50 | from Ch. 32, par. 13.50 | | 19 | | 805 ILCS 5/13.60 | from Ch. 32, par. 13.60 | | 20 | | 805 ILCS 5/13.70 | from Ch. 32, par. 13.70 | | 21 | | 805 ILCS 5/14.01 | from Ch. 32, par. 14.01 | | 22 | | 805 ILCS 5/14.05 | from Ch. 32, par. 14.05 | | 23 | | 805 ILCS 5/14.15 | from Ch. 32, par. 14.15 | | 24 | | 805 ILCS 5/14.20 | from Ch. 32, par. 14.20 | | 25 | | 805 ILCS 5/14.25 | from Ch. 32, par. 14.25 | |
| | | HB0391 | - 90 - | LRB099 00126 KTG 20126 b |
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| 1 | | 805 ILCS 5/14.30 | from Ch. 32, par. 14.30 | | 2 | | 805 ILCS 5/14.35 | from Ch. 32, par. 14.35 | | 3 | | 805 ILCS 5/Art. 15 heading | | | 4 | | 805 ILCS 5/15.05 | from Ch. 32, par. 15.05 | | 5 | | 805 ILCS 5/15.50 | from Ch. 32, par. 15.50 | | 6 | | 805 ILCS 5/15.85 | from Ch. 32, par. 15.85 | | 7 | | 805 ILCS 5/15.90 | from Ch. 32, par. 15.90 | | 8 | | 805 ILCS 5/15.97 | from Ch. 32, par. 15.97 | | 9 | | 805 ILCS 5/16.05 | from 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. | |
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