Full Text of SB0542 94th General Assembly
SB0542eng 94TH GENERAL ASSEMBLY
|
|
|
SB0542 Engrossed |
|
LRB094 10045 RXD 40303 b |
|
| 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 Business Corporation Act of 1983 is amended | 5 |
| by changing Section 7.75 as follows:
| 6 |
| (805 ILCS 5/7.75) (from Ch. 32, par. 7.75)
| 7 |
| Sec. 7.75. Corporate records - Examination by | 8 |
| shareholders. (a)
Each corporation shall keep correct and | 9 |
| complete financial records
books and records of
account and | 10 |
| shall also keep minutes of the proceedings of its
shareholders | 11 |
| and board of directors and committees thereof; and shall keep
| 12 |
| at its registered
office or principal place of business in this | 13 |
| State, or at the office of
a transfer agent or registrar in | 14 |
| this State, a record of its
shareholders, giving the names and | 15 |
| addresses of all shareholders and the
number and class of the | 16 |
| shares held by each.
A record of shareholders certified by an | 17 |
| officer or transfer agent shall
be competent evidence in all | 18 |
| courts of this State.
| 19 |
| (b) Any person who is a shareholder of record shall have | 20 |
| the right to
examine, in person or by agent, at any reasonable | 21 |
| time or times, the corporation's
financial records
books and | 22 |
| records of account , minutes,
voting trust agreements filed with | 23 |
| the corporation and record of shareholders,
and to make | 24 |
| extracts therefrom, but only for a proper purpose. In order
to | 25 |
| exercise this right, a shareholder must make written demand | 26 |
| upon the
corporation, stating with particularity the records | 27 |
| sought to be examined
and the purpose therefor.
| 28 |
| (c) If the corporation refuses examination, the | 29 |
| shareholder may file suit
in the circuit court of the county in | 30 |
| which either the registered agent
or principal office of the | 31 |
| corporation is located to compel by mandamus
or otherwise such | 32 |
| examination as may be proper. If a shareholder seeks
to examine |
|
|
|
SB0542 Engrossed |
- 2 - |
LRB094 10045 RXD 40303 b |
|
| 1 |
| financial records
books or records of account the burden of | 2 |
| proof is upon the shareholder
to establish a proper purpose. If | 3 |
| the purpose is to examine minutes or
the record of shareholders | 4 |
| or a voting trust agreement, the burden of proof
is upon the | 5 |
| corporation to establish that the shareholder does not have
a | 6 |
| proper purpose.
| 7 |
| (d) Any officer, or agent, or a corporation which shall | 8 |
| refuse to allow
any shareholder or his or her agent so to | 9 |
| examine and make extracts from
its financial records
books and | 10 |
| records of accounts , minutes and records
of shareholders, for | 11 |
| any proper purpose, shall be liable to such shareholder,
in a | 12 |
| penalty of up to ten per cent of the value of the shares owned | 13 |
| by such
shareholder, in addition to any other damages or remedy | 14 |
| afforded him or
her by law. It shall be a defense to any action | 15 |
| for penalties under this Section
that the person suing therefor | 16 |
| has within two years sold or offered for
sale any list of | 17 |
| shareholders of such corporation or any other corporation
or | 18 |
| has aided or abetted any person in procuring any list of | 19 |
| shareholders for any such
purpose, or has improperly used any | 20 |
| information secured through any prior
examination of the | 21 |
| financial records
books and records of account , or minutes, or | 22 |
| records of
shareholders of such corporation or any other | 23 |
| corporation.
| 24 |
| (e) Upon the written request of any shareholder of a | 25 |
| corporation, the
corporation shall mail to such shareholder | 26 |
| within 14 days after
receipt of such request a balance sheet as | 27 |
| of the close of its latest
fiscal year and a profit and loss | 28 |
| statement for such fiscal year;
provided that if such request | 29 |
| is received by the corporation before such
financial statements | 30 |
| are available, the corporation shall mail such
financial | 31 |
| statements within 14 days after they become available,
but in | 32 |
| any event within 120 days after the close of its
latest fiscal | 33 |
| year.
| 34 |
| (Source: P.A. 84-924.)
|
|