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Illinois Compiled Statutes
Information maintained by the Legislative Reference Bureau Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide. Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.
() 805 ILCS 5/13.70
(805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
Sec. 13.70. Transacting business without authority.
(a) No foreign corporation transacting business in this State without
authority to do so is permitted to maintain a civil
action in any
court of this State, until the corporation obtains that
authority. Nor shall a civil action be maintained in any court of this
State by any successor or assignee of the corporation on any right, claim
or demand arising out of the transaction of business by the corporation in
this State, until authority to transact business in this
State is obtained by the
corporation or by a corporation that has acquired all or substantially all
of its assets.
(b) The failure of a foreign corporation to obtain
authority to transact business in this State does not impair the validity
of any contract or act of the corporation, and does not prevent the
corporation from defending any action in any court of this State.
(c) A foreign corporation that transacts business in this State without authority is liable to this State, for the years or parts
thereof during which it transacted business in this State without authority, in an amount equal to all fees, franchise taxes,
penalties and other charges that would have been imposed by this Act upon
the corporation had it duly applied for and received
authority to transact business in this State as required by this Act, but
failed to pay the franchise taxes that would have been computed thereon,
and thereafter filed all reports required by this Act; and, if a
corporation fails to file an application for
authority within 60 days
after it commences business in this State, in addition
thereto it is liable for a penalty of either 10% of the filing fee,
license fee and franchise taxes or $200 plus $5.00 for each month or
fraction thereof in which it has continued to transact business in this
State without authority therefor, whichever penalty is
greater. The Attorney General shall bring proceedings to recover all
amounts due this State under this Section.
(d) The Attorney General shall bring an action to restrain a foreign corporation from transacting business in this State, if the authority of the foreign corporation to transact business has been revoked under subsection (m) of Section 13.50 of this Act.
(Source: P.A. 95-515, eff. 8-28-07.)
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805 ILCS 5/13.75
(805 ILCS 5/13.75)
Sec. 13.75.
Activities that do not constitute transacting business.
Without excluding other activities that may not constitute doing business in
this State, a foreign corporation shall not be considered to be transacting
business in this State, for purposes of this Article 13, by reason of carrying
on in this State any one or more of the following activities:
(1) maintaining, defending, or settling any | |
(2) holding meetings of the board of directors or
| | shareholders or carrying on other activities concerning internal corporate affairs;
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(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer,
| | exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;
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(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail
| | or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts;
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(7) (blank);
(8) (blank);
(9) owning, without more, real or personal property;
(10) conducting an isolated transaction that is
| | completed within 120 days and that is not one in the course of repeated transactions of a like nature; or
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(11) having a corporate officer or director who is a
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(Source: P.A. 93-59, eff. 7-1-03.)
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805 ILCS 5/Art. 14
(805 ILCS 5/Art. 14 heading)
ARTICLE 14.
REPORTS
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805 ILCS 5/14.01
(805 ILCS 5/14.01) (from Ch. 32, par. 14.01)
Sec. 14.01.
Statement of election to establish an extended filing
month.
(a) Each domestic corporation and each foreign corporation authorized
to transact business in this State, having reported on its last annual
report, or articles of incorporation in the case of a domestic corporation,
or application for certificate of authority in the case of a foreign
corporation, an amount less than 100% of its paid-in capital represented in
Illinois, may make an irrevocable, one time election to establish an
extended filing month for the purpose of filing annual reports for all
subsequent taxable years by filing pursuant to Section 1.10 within the time
prescribed by subsection (c) of this Section, a statement setting forth:
(1) The name of the corporation.
(2) The file number of the corporation as assigned by | |
(3) The state or country under whose laws it was
| | organized, the date of incorporation or the date of the issuance of its certificate of authority, if a foreign corporation.
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(4) The date of the fiscal year end immediately
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(5) The extended filing month, which month may be any
| | month in 1991 or a subsequent year which is one of the 9 months consecutively following the end of the corporation's fiscal year, except that such month may not be one of the 2 months immediately preceding the corporation's anniversary month.
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Notwithstanding the foregoing, a corporation whose
| | fiscal year ends within the 2 months immediately preceding its anniversary month may not elect an extended filing month.
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(b) The statement of election shall be accompanied by an interim annual
report which shall set forth, as of the date of filing of the statement,
all of the information required pursuant to Section 14.05 of this Act to be
included in the annual report except that the information required by
subparagraph (h) of Section 14.05 shall be the amounts represented in this
State as disclosed by the preceding annual report or if no annual report is
on file, from information contained in the articles of incorporation of a
domestic corporation or the application for certificate of authority in the
case of a foreign corporation.
(c) The statement of election and interim annual report referred to in
this Section, together with all fees, taxes and charges as prescribed by
this Act and prorated in accordance with Section 15.45 or 15.75, shall be
delivered to the Secretary of State within 60 days immediately preceding
the first day of the anniversary month of the corporation in 1991 or any
subsequent year. Proof to the satisfaction of the Secretary of State that
prior to the first day of the anniversary month of the corporation such
statement of election and interim annual report together with all fees,
taxes and charges as prescribed by this Act, were deposited in the United
States mail in a sealed envelope, properly addressed, with postage prepaid,
shall be deemed a compliance with this requirement. If the Secretary of
State finds that such statement and reports conform to the requirements of
this Act, he or she shall file the same. If he or she finds that they do
not so conform, he or she shall promptly return the same to the corporation
for any necessary corrections, in which event the penalties hereinafter
prescribed for failure to file such report within the time hereinabove
provided shall not apply if such statement, if applicable, and report are
corrected to conform to the requirements of this Act and returned to the
Secretary of State within 30 days of the date the report was returned for
corrections.
(d) Subsequent to the filing of the statement of election and the
interim annual report, the corporation shall file within 60 days prior to the
extended filing month a final transition annual report reflecting the factual
information required by Section 14.05, and must pay the appropriate fees
and franchise taxes due, if any, or set forth the amount of any overpayment
to be credited against any other taxes applicable under this Act which may
thereafter be payable, in each case based on any difference which may exist
between its interim annual report and its final transition annual report.
Compliance with this Section establishes a new reporting period for
documents required under Article 14 of this Act.
(Source: P.A. 86-985.)
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805 ILCS 5/14.05
(805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
Sec. 14.05. Annual report of domestic or foreign corporation. Each domestic corporation organized under any general law or
special act of this State authorizing the corporation to issue shares,
other than homestead associations, building and loan associations, banks
and insurance companies (which includes a syndicate or limited syndicate
regulated under Article V 1/2 of the Illinois Insurance Code or member of a
group of underwriters regulated under Article V of that Code), and each
foreign corporation (except members of a group of underwriters regulated
under Article V of the Illinois Insurance Code) authorized to transact
business in this State, shall file, within the time prescribed by this
Act, an annual report setting forth:
(a) The name of the corporation.
(b) The address, including street and number, or | | rural route number, of its registered office in this State, and the name of its registered agent at that address.
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(c) The address, including street and number, or
| | rural route number, of its principal office.
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(d) The names and respective addresses, including
| | street and number, or rural route number, of its directors and officers.
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(e) A statement of the aggregate number of shares
| | which the corporation has authority to issue, itemized by classes and series, if any, within a class.
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(f) A statement of the aggregate number of issued
| | shares, itemized by classes, and series, if any, within a class.
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(g) A statement, expressed in dollars, of the amount
| | of paid-in capital of the corporation as defined in this Act.
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(h) Either a statement that (1) all the property of
| | the corporation is located in this State and all of its business is transacted at or from places of business in this State, or the corporation elects to pay the annual franchise tax on the basis of its entire paid-in capital, or (2) a statement, expressed in dollars, of the value of all the property owned by the corporation, wherever located, and the value of the property located within this State, and a statement, expressed in dollars, of the gross amount of business transacted by the corporation and the gross amount thereof transacted by the corporation at or from places of business in this State as of the close of its fiscal year on or immediately preceding the last day of the third month prior to the anniversary month or in the case of a corporation which has established an extended filing month, as of the close of its fiscal year on or immediately preceding the last day of the third month prior to the extended filing month; however, in the case of a domestic corporation that has not completed its first fiscal year, the statement with respect to property owned shall be as of the last day of the third month preceding the anniversary month and the statement with respect to business transacted shall be furnished for the period between the date of incorporation and the last day of the third month preceding the anniversary month. In the case of a foreign corporation that has not been authorized to transact business in this State for a period of 12 months and has not commenced transacting business prior to obtaining authority, the statement with respect to property owned shall be as of the last day of the third month preceding the anniversary month and the statement with respect to business transacted shall be furnished for the period between the date of its authorization to transact business in this State and the last day of the third month preceding the anniversary month. If the data referenced in item (2) of this subsection is not completed, the franchise tax provided for in this Act shall be computed on the basis of the entire paid-in capital.
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(i) A statement, including the basis therefor, of
| | status as a "minority-owned business" or as a "women-owned business" as those terms are defined in the Business Enterprise for Minorities, Women, and Persons with Disabilities Act.
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(j) Additional information as may be necessary or
| | appropriate in order to enable the Secretary of State to administer this Act and to verify the proper amount of fees and franchise taxes payable by the corporation.
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(k) A statement of whether the corporation or foreign
| | corporation has outstanding shares listed on a major United States stock exchange and is thereby subject to the reporting requirements of Section 8.12.
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| (l) For those corporations subject to Section 8.12, a
| | statement providing the information required under Section 8.12.
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| (m) For those corporations required to file an
| | Employer Information Report EEO-1 with the Equal Employment Opportunity Commission, information that is substantially similar to the employment data reported under Section D of the corporation's EEO-1 in a format approved by the Secretary of State. For each corporation that submits data under this paragraph, the Secretary of State shall publish the data on the gender, race, and ethnicity of each corporation's employees on the Secretary of State's official website. The Secretary of State shall publish such information within 90 days of receipt of a properly filed annual report or as soon thereafter as practicable.
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| The annual report shall be made on forms prescribed and furnished by
the Secretary of State, and the information therein required by paragraphs
(a) through (d), both inclusive, of this Section, shall be given as of the date
of the execution of the annual report and the information therein required
by paragraphs (e), (f), and (g) of this Section shall be given as of the
last day of the third month preceding the anniversary month, except that
the information required by paragraphs (e), (f), and (g) shall, in the case
of a corporation which has established an extended filing month, be given
in its final transition annual report and each subsequent annual report as
of the close of its fiscal year on or immediately preceding the last day of the third month prior to its extended filing
month. The information required by paragraph (m) shall be included in the corporation's annual report filed on and after January 1, 2023. It shall be executed by the corporation by its president, a
vice-president, secretary, assistant secretary, treasurer or other officer
duly authorized by the board of directors of the corporation to execute
those reports, and verified by him or her, or, if the corporation is in the
hands of a receiver or trustee, it shall be executed on behalf of the
corporation and verified by the receiver or trustee.
(Source: P.A. 100-391, eff. 8-25-17; 100-486, eff. 1-1-18; 100-863, eff. 8-14-18; 101-589, eff. 8-27-19; 101-656, eff. 3-23-21.)
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805 ILCS 5/14.10
(805 ILCS 5/14.10) (from Ch. 32, par. 14.10)
Sec. 14.10.
Filing of annual report of domestic or foreign corporation.
Such annual report together with all fees, taxes and charges as prescribed
by this Act, shall be delivered to the Secretary of State within 60 days
immediately preceding the first day of the anniversary month or, in the
case of a corporation which has established an extended filing month, the
extended filing month of the corporation each year. Proof to the
satisfaction of the Secretary of State that prior to the first day of the
anniversary month or the extended filing month of the corporation such
report together with all fees, taxes and charges as prescribed by this Act,
was deposited in the United States mail in a sealed envelope, properly
addressed, with postage prepaid, shall be deemed a compliance with this
requirement. If the Secretary of State finds that such report conforms to
the requirements of this Act, he or she shall file the same. If he or she
finds that it does not so conform, he or she shall promptly return the same
to the corporation for any necessary corrections, in which event the
penalties hereinafter prescribed for failure to file such report within the
time hereinabove provided shall not apply, if such report is corrected to
conform to the requirements of this Act and returned to the Secretary of
State within 30 days of the date the report was returned for corrections.
(Source: P.A. 86-985.)
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805 ILCS 5/14.13 (805 ILCS 5/14.13) Sec. 14.13. Report of interim changes of domestic or foreign corporations. Any corporation, domestic or foreign, may report interim changes in the name, address, or both of its officers and directors, its principal office, or its minority-owned business status by filing a report under this Section containing the following information: (1) The name of the corporation. (2) The address, including street and number, or | | rural route number, of its registered office in this State, and the name of its registered agent at that address.
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| (3) The address, including street and number, or
| | rural route number, of its principal office.
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| (4) The names and respective addresses, including
| | street and number, or rural route number, of its directors and officers.
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| A statement, including the basis therefor, of
status as a minority-owned business or as a women-owned business as those terms are defined in the Business Enterprise for Minorities, Women, and Persons with Disabilities Act.
The interim report of changes shall be made on forms prescribed and furnished by the Secretary of State and shall be executed by the corporation by its president, a vice-president, secretary, assistant secretary, treasurer, or other officer duly authorized by the board of directors of the corporation to execute those reports, and verified by him or her, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation and verified by the receiver or trustee.
(Source: P.A. 102-282, eff. 1-1-22 .)
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805 ILCS 5/14.15
(805 ILCS 5/14.15) (from Ch. 32, par. 14.15)
Sec. 14.15.
First report of issuance of shares.
The articles of
incorporation of each domestic corporation shall be deemed to be the first
report of the issuance of shares of such corporation. For the purpose of
determining the initial franchise tax of such corporation, and for the
purpose of determining the annual franchise tax thereafter until the basis
therefor is changed in a manner provided in this Act, but for no other
purpose, the shares which the articles of incorporation state the
corporation proposes to issue without further report to the Secretary of
State shall be deemed to be issued at the date of the filing of such
articles of incorporation. For such purposes, but for no other purpose, the
consideration which the articles of incorporation state is to be received
by the corporation therefor shall be deemed to have been received by the
corporation for such shares.
(Source: P.A. 86-985.)
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805 ILCS 5/14.20
(805 ILCS 5/14.20) (from Ch. 32, par. 14.20)
Sec. 14.20.
Reports of issuance of shares and increases in paid-in capital.
(a) Each domestic corporation, and each foreign corporation authorized to
transact business in this State, after: the issuance of any share not
previously reported to the Secretary of State as having been issued; an
increase in the amount of its paid-in capital without the issuance of
shares; an exchange or reclassification of its shares resulting in an
increase in the amount of its paid-in capital; or the issuance of any
shares of the acquiring corporation in a share exchange, shall execute and
file in accordance with Section 1.10 of this Act, a report setting forth:
(1) The name of the corporation and the state or | | country under the laws of which it is organized.
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(2) A statement of the aggregate number of shares
| | which the corporation has authority to issue, itemized by classes, and series, if any, within a class.
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(3) A statement of the aggregate number of issued
| | shares as last reported to the Secretary of State in any document required by this Act to be filed, other than an annual report, itemized by classes and series, if any, within a class.
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(4) A statement, expressed in dollars, of the amount
| | of paid-in capital of the corporation as last reported to the Secretary of State in any document required by this Act to be filed, other than an annual report.
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(5) A statement of the aggregate number of shares
| | issued by the corporation not theretofore reported to the Secretary of State as having been issued, together with the date or dates of the issuance thereof, and a statement, expressed in dollars, of the value of the entire consideration received, less expenses, including commissions, paid or incurred in connection with the issuance, for, or on account of, the issuance of the shares, the statement to be itemized by classes, and series, if any, within a class; and in the case of shares issued as a share dividend, the amount added or transferred to the paid-in capital of the corporation for, or on account of, the issuance of the shares.
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(6) A statement, expressed in dollars, of the amount
| | added or transferred to paid-in capital of the corporation without the issuance of shares, together with the date or dates on which the addition or transfer was made.
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(7) In case of an exchange or reclassification of
| | issued shares resulting in an increase in the amount of paid-in capital a statement of the date or dates on which the exchange or reclassification was made and the manner in which it was effected, and a statement, expressed in dollars, of the amount added or transferred to the paid-in capital of the corporation as a result thereof, except any portion thereof reported under any other paragraph of this subsection as a part of the consideration received by the corporation for, or on account of, its issued shares.
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(8) If the consideration received for the issuance of
| | any shares not theretofore reported as having been issued consists of labor or services performed or of property, other than cash, then a statement, expressed in dollars, of the value of that consideration as fixed by the board of directors.
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(9) A statement of the aggregate number of issued
| | shares itemized by classes and series, if any, within a class, after giving effect to the changes reported.
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(10) A statement, expressed in dollars, of the amount
| | of paid-in capital of the corporation after giving effect to the changes reported.
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(b) In the case of issuances of shares or increases in paid-in capital that
occur either prior to January 1, 1991 or on or prior to the last
day of the third month immediately preceding the corporation's anniversary
month in 1991, the report shall be filed within 60 days after
the
issuance or increase. In the case of issuances of shares or increases
that occur
after both December 31, 1990 and the last day of such third month,
the issuances or increases shall
be reported under Section 14.30 at the time required by that Section.
(c) No additional license fees or franchise taxes shall be payable upon
the filing of the report to the extent that license fees or franchise
taxes shall have been previously paid by the corporation in respect of
shares previously issued which are being exchanged for the shares the
issuance of which is being reported, provided those facts are shown in the
report.
(d) The report shall be made on forms prescribed and furnished by the
Secretary of State.
(Source: P.A. 86-985; 86-1217 .)
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