State of Illinois
92nd General Assembly
Legislation

   [ Search ]   [ PDF text ]   [ Legislation ]   
[ Home ]   [ Back ]   [ Bottom ]


[ Engrossed ][ House Amendment 002 ][ Senate Amendment 001 ]


92_HB5631

 
                                              LRB9214983BDdvA

 1        AN ACT concerning business corporations.

 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
 5    amended by changing Sections 1.80, 2.10,  6.25,  9.05,  9.20,
 6    10.35,  12.20,  13.45,  14.10,  14.15,  14.30,  15.35, 15.40,
 7    15.45, 15.65, 15.70, and 15.75 and by adding Article  15A  as
 8    follows:

 9        (805 ILCS 5/1.80) (from Ch. 32, par. 1.80)
10        Sec.  1.80.  Definitions. As used in this Act, unless the
11    context otherwise requires and unless they  are  inconsistent
12    with the definitions of Section 15A.15, the words and phrases
13    defined  in  this  Section  shall have the meanings set forth
14    herein.
15        (a)  "Corporation"  or  "domestic  corporation"  means  a
16    corporation subject to the provisions of this Act,  except  a
17    foreign corporation.
18        (b)  "Foreign corporation" means a corporation for profit
19    organized  under  laws other than the laws of this State, but
20    shall not include a banking corporation organized  under  the
21    laws  of  another  state  or  of the United States, a foreign
22    banking corporation organized under the  laws  of  a  country
23    other  than  the  United  States and holding a certificate of
24    authority from the Commissioner  of  Banks  and  Real  Estate
25    issued  pursuant  to  the  Foreign  Banking  Office Act, or a
26    banking corporation holding a license from  the  Commissioner
27    of  Banks and Real Estate issued pursuant to the Foreign Bank
28    Representative Office Act.
29        (c)  "Articles  of  incorporation"  means  the   original
30    articles   of   incorporation,   including  the  articles  of
31    incorporation of a new corporation set forth in the  articles
 
                            -2-               LRB9214983BDdvA
 1    of   consolidation,   and  all  amendments  thereto,  whether
 2    evidenced by  articles  of  amendment,  articles  of  merger,
 3    articles  of  exchange,  statement  of  correction  affecting
 4    articles,  resolution  establishing  series  of  shares  or a
 5    statement  of  cancellation  under  Section  9.05.   Restated
 6    articles  of  incorporation  shall  supersede  the   original
 7    articles of incorporation and all amendments thereto prior to
 8    the  effective  date  of  filing  the  articles  of amendment
 9    incorporating the restated articles of incorporation.
10        (d)  "Subscriber" means one who subscribes for shares  in
11    a corporation, whether before or after incorporation.
12        (e)  "Incorporator"  means  one  of  the  signers  of the
13    original articles of incorporation.
14        (f)  "Shares" means the units into which the  proprietary
15    interests in a corporation are divided.
16        (g)  "Shareholder" means one who is a holder of record of
17    shares in a corporation.
18        (h)  "Certificate"  representing  shares  means a written
19    instrument executed by  the  proper  corporate  officers,  as
20    required  by  Section  6.35  of this Act, evidencing the fact
21    that the person therein named is the holder of record of  the
22    share  or  shares  therein  described.  If the corporation is
23    authorized to issue uncertificated shares in accordance  with
24    Section 6.35 of this Act, any reference in this Act to shares
25    represented   by   a   certificate   shall   also   refer  to
26    uncertificated shares and  any  reference  to  a  certificate
27    representing shares shall also refer to the written notice in
28    lieu of a certificate provided for in Section 6.35.
29        (i)  "Authorized  shares"  means  the aggregate number of
30    shares of all classes which the corporation is authorized  to
31    issue.
32        (j)  "Paid-in  capital"  means  the  sum  of the cash and
33    other  consideration  received,  less   expenses,   including
34    commissions,   paid   or  incurred  by  the  corporation,  in
 
                            -3-               LRB9214983BDdvA
 1    connection with the issuance of shares,  plus  any  cash  and
 2    other  consideration  contributed to the corporation by or on
 3    behalf of its shareholders, plus amounts added or transferred
 4    to paid-in capital by action of the  board  of  directors  or
 5    shareholders  pursuant  to  a share dividend, share split, or
 6    otherwise, minus reductions as  provided  elsewhere  in  this
 7    Act.   Irrespective  of  the manner of designation thereof by
 8    the laws under which a  foreign  corporation  is  or  may  be
 9    organized,  paid-in capital of a foreign corporation shall be
10    determined on the same  basis  and  in  the  same  manner  as
11    paid-in capital of a domestic corporation, for the purpose of
12    computing  license  fees,  franchise  taxes and other charges
13    imposed by this Act.
14        (k)  "Net assets", for the  purpose  of  determining  the
15    right  of  a  corporation  to  purchase its own shares and of
16    determining the right of a corporation  to  declare  and  pay
17    dividends  and  make  other  distributions to shareholders is
18    equal to the difference between the assets of the corporation
19    and the liabilities of the corporation.
20        (l)  "Registered office" means that office maintained  by
21    the  corporation  in  this  State, the address of which is on
22    file in the office of the Secretary of State,  at  which  any
23    process, notice or demand required or permitted by law may be
24    served upon the registered agent of the corporation.
25        (m)  "Insolvent"  means  that  a corporation is unable to
26    pay its debts as they become due in the usual course  of  its
27    business.
28        (n)  "Anniversary"  means  that day each year exactly one
29    or more years after:
30             (1)  the   date   of   filing   the   articles    of
31        incorporation  prescribed by Section 2.10 of this Act, in
32        the case of a domestic corporation;
33             (2)  the  date  of  filing   the   application   for
34        authority prescribed by Section 13.15 of this Act, in the
 
                            -4-               LRB9214983BDdvA
 1        case of a foreign corporation; or
 2             (3)  the    date   of   filing   the   articles   of
 3        consolidation prescribed by Section 11.25 of this Act  in
 4        the   case   of  a  consolidation,  unless  the  plan  of
 5        consolidation provides  for  a  delayed  effective  date,
 6        pursuant to Section 11.40.
 7        (o)  "Anniversary  month"  means  the  month in which the
 8    anniversary of the corporation occurs.
 9        (p)  "Extended filing month" means  the  month  (if  any)
10    which   shall   have   been   established   in  lieu  of  the
11    corporation's anniversary month in  accordance  with  Section
12    14.01.
13        (q)  "Taxable year" means that 12 month period commencing
14    with  the first day of the anniversary month of a corporation
15    through the last day of the month immediately  preceding  the
16    next  occurrence of the anniversary month of the corporation,
17    except that in the case of a corporation that has established
18    an extended filing month "taxable year" means that  12  month
19    period  commencing  with the first day of the extended filing
20    month through the last day of the month immediately preceding
21    the next occurrence of the extended filing month.
22        (r)  "Fiscal year" means the 12 month period with respect
23    to which a corporation ordinarily files  its  federal  income
24    tax return.
25        (s)  "Close  corporation"  means  a corporation organized
26    under or electing to be subject to Article 2A  of  this  Act,
27    the articles of incorporation of which contain the provisions
28    required  by  Section  2.10,  and  either  the  corporation's
29    articles of incorporation or an agreement entered into by all
30    of  its shareholders provide that all of the issued shares of
31    each  class  shall  be  subject  to  one  or  more   of   the
32    restrictions  on  transfer  set forth in Section 6.55 of this
33    Act.
34        (t)  "Common  shares"  means   shares   which   have   no
 
                            -5-               LRB9214983BDdvA
 1    preference over any other shares with respect to distribution
 2    of  assets  on  liquidation  or  with  respect  to payment of
 3    dividends.
 4        (u)  "Delivered", for the purpose of determining  if  any
 5    notice required by this Act is effective, means:
 6             (1)  transferred  or presented to someone in person;
 7        or
 8             (2)  deposited in the United States  Mail  addressed
 9        to the person at his, her or its address as it appears on
10        the   records   of   the   corporation,  with  sufficient
11        first-class postage prepaid thereon.
12        (v)  "Property" means  gross  assets  including,  without
13    limitation,  all  real,  personal,  tangible,  and intangible
14    property.
15        (w)  "Taxable  period"   means   that   12-month   period
16    commencing  with  the first day of the second month preceding
17    the corporation's anniversary month in the preceding year and
18    prior to the  first  day  of  the  second  month  immediately
19    preceding  its  anniversary month in the current year, except
20    that, in the case of a corporation that  has  established  an
21    extended  filing  month, "taxable period" means that 12-month
22    period  ending  with  the  last  day  of  its   fiscal   year
23    immediately  preceding the extended filing month. In the case
24    of a newly formed domestic corporation or a newly  registered
25    foreign   corporation  that  had  not  commenced  transacting
26    business in this State prior to obtaining authority, "taxable
27    period" means that period commencing with the filing  of  the
28    articles  of  incorporation  or,  in  the  case  of a foreign
29    corporation, of filing of the application for authority,  and
30    prior  to  the  first  day  of  the  second month immediately
31    preceding its anniversary month in the next succeeding year.
32        (x)  "Treasury shares" mean (1) shares of  a  corporation
33    that have been issued, have been subsequently acquired by and
34    belong  to  the  corporation,  and have not been cancelled or
 
                            -6-               LRB9214983BDdvA
 1    restored to the status of authorized but unissued shares  and
 2    (2)  shares  (i) declared and paid as a share dividend on the
 3    shares referred to in clause (1) or this clause (2), or  (ii)
 4    issued  in  a share split of the shares referred to in clause
 5    (1) or this clause (2).  Treasury shares shall be  deemed  to
 6    be  "issued"  shares  but not "outstanding" shares.  Treasury
 7    shares may not be  voted,  directly  or  indirectly,  at  any
 8    meeting  or otherwise. Shares converted into or exchanged for
 9    other shares of the corporation shall not  be  deemed  to  be
10    treasury shares.
11    (Source: P.A. 92-33, eff. 7-1-01.)

12        (805 ILCS 5/2.10) (from Ch. 32, par. 2.10)
13        Sec.  2.10.  Articles  of Incorporation.  The articles of
14    incorporation shall be executed and  filed  in  duplicate  in
15    accordance with Section 1.10 of this Act.
16        (a)  The articles of incorporation must set forth:
17             (1)  a  corporate  name  for  the  corporation  that
18        satisfies the requirements of this Act;
19             (2)  the   purpose   or   purposes   for  which  the
20        corporation is organized, which may be stated to  be,  or
21        to   include,  the  transaction  of  any  or  all  lawful
22        businesses for which  corporations  may  be  incorporated
23        under this Act;
24             (3)  the   address   of  the  corporation's  initial
25        registered office and the name of its initial  registered
26        agent at that office;
27             (4)  the name and address of each incorporator;
28             (5)  the   number   of  shares  of  each  class  the
29        corporation is authorized to issue;
30             (6)  the  number  and  class  of  shares  which  the
31        corporation proposes to issue without further  report  to
32        the  Secretary  of  State,  and  the  consideration to be
33        received, less expenses, including commissions,  paid  or
 
                            -7-               LRB9214983BDdvA
 1        incurred  in  connection  with the issuance of shares, by
 2        the corporation therefor.  If shares  of  more  than  one
 3        class  are  to be issued, the consideration for shares of
 4        each class shall be separately stated;
 5             (7)  if the shares are  divided  into  classes,  the
 6        designation   of  each  class  and  a  statement  of  the
 7        designations, preferences,  qualifications,  limitations,
 8        restrictions, and special or relative rights with respect
 9        to the shares of each class; and
10             (8)  if  the corporation may issue the shares of any
11        preferred  or  special  class   in   series,   then   the
12        designation  of  each  series  and  a  statement  of  the
13        variations  in the relative rights and preferences of the
14        different series, if the same are fixed in  the  articles
15        of  incorporation, or a statement of the authority vested
16        in  the  board  of  directors  to  establish  series  and
17        determine the  variations  in  the  relative  rights  and
18        preferences of the different series.

19        (b)  The articles of incorporation may set forth:
20             (1)  the   names   and  business  addresses  of  the
21        individuals who are to serve as the initial directors;
22             (2)  provisions  not  inconsistent  with  law   with
23        respect to:
24                  (i)  managing  the  business and regulating the
25             affairs of the corporation;
26                  (ii)  defining, limiting,  and  regulating  the
27             rights,  powers  and  duties of the corporation, its
28             officers, directors and shareholders;
29                  (iii)  authorizing and limiting the  preemptive
30             right  of  a  shareholder to acquire shares, whether
31             then or thereafter authorized;
32                  (iv)  an estimate, expressed in dollars, of the
33             value of  all  the  property  to  be  owned  by  the
34             corporation   for   the   following  year,  wherever
 
                            -8-               LRB9214983BDdvA
 1             located,  and  an  estimate  of  the  value  of  the
 2             property to be located within this State during such
 3             year, and an estimate, expressed in dollars, of  the
 4             gross amount of business which will be transacted by
 5             it  during  such  year  and an estimate of the gross
 6             amount thereof which will be transacted by it at  or
 7             from  places  of  business in this State during such
 8             year; or
 9                  (v)  superseding any provision of this Act that
10             requires  for  approval  of   corporate   action   a
11             two-thirds  vote  of  the shareholders by specifying
12             any smaller or larger vote requirement not less than
13             a majority of the  outstanding  shares  entitled  to
14             vote  on  the matter and not less than a majority of
15             the outstanding  shares  of  each  class  of  shares
16             entitled to vote as a class on the matter.
17             (3)  a   provision   eliminating   or  limiting  the
18        personal liability of a director to  the  corporation  or
19        its  shareholders  for  monetary  damages  for  breach of
20        fiduciary duty as a director, provided that the provision
21        does not eliminate or limit the liability of  a  director
22        (i)  for  any breach of the director's duty of loyalty to
23        the corporation or its shareholders,  (ii)  for  acts  or
24        omissions  not  in good faith or that involve intentional
25        misconduct or a knowing violation  of  law,  (iii)  under
26        Section  8.65  of  this  Act, or (iv) for any transaction
27        from which the  director  derived  an  improper  personal
28        benefit.   No such provision shall eliminate or limit the
29        liability of a director for any act or omission occurring
30        before the date when the provision becomes effective.
31             (4)  any provision that under this Act  is  required
32        or   permitted  to  be  set  forth  in  the  articles  of
33        incorporation or by-laws.
34        (c)  The articles of incorporation need not set forth any
 
                            -9-               LRB9214983BDdvA
 1    of the corporate powers enumerated in this Act.
 2        (d)  The duration of a corporation  is  perpetual  unless
 3    otherwise specified in the articles of incorporation.
 4        (e)  If   the   data   to  which  reference  is  made  in
 5    subparagraph (iv) of paragraph (2) of subsection (b) of  this
 6    Section is not included in the articles of incorporation, the
 7    franchise  tax  provided for in this Act shall be computed on
 8    the basis of the entire paid-in capital as set forth pursuant
 9    to paragraph (6) of subsection (a)  of  this  Section,  until
10    such  time  as  the  data  to  which  reference  is  made  in
11    subparagraph  (iv)  of  paragraph  (2)  of  subsection (b) is
12    provided in accordance with either Section 14.05  or  Section
13    14.25 of this Act.
14        When  the  provisions  of this Section have been complied
15    with, the Secretary of  State  shall  file  the  articles  of
16    incorporation.
17        (f)  Subparagraph (iv) of paragraph (2) of subsection (b)
18    and  subsection  (e) do not apply to any franchise tax return
19    for any taxable period ending on or after December  31,  2002
20    to which Article 15A applies.
21    (Source: P.A. 92-33, eff. 7-1-01.)

22        (805 ILCS 5/6.25) (from Ch. 32, par. 6.25)
23        Sec.  6.25.  Consideration for shares.  (a) Shares may be
24    issued for such consideration as  shall  be  authorized  from
25    time  to  time by the board of directors through action which
26    establishes a price in cash or other consideration, or  both,
27    or  a  minimum  price or a general formula or method by which
28    the price can be determined.
29        (b)  Upon authorization by the board  of  directors,  the
30    corporation  may  issue  its own shares in exchange for or in
31    conversion of its outstanding shares, or may  distribute  its
32    own  shares  pro rata to its shareholders or the shareholders
33    of one or more classes or series to effectuate  dividends  or
 
                            -10-              LRB9214983BDdvA
 1    splits  provided,  that  the  value  fixed  by  the  board of
 2    directors in connection with such dividend or split shall  be
 3    transferred  to  paid-in  capital  of  the  corporation  and;
 4    provided,  that  no  such  issuance of shares of any class or
 5    series shall be made to the holders of shares  of  any  other
 6    class or series unless it is either expressly provided for in
 7    the articles of incorporation or authorized by an affirmative
 8    vote of the holders of at least a majority of the outstanding
 9    shares of the class or series in which the distribution is to
10    be made.
11        (c)  Nothing in this Section shall be construed to affect
12    the calculation of any franchise tax due under Article 15A.
13    (Source: P.A. 84-1412.)

14        (805 ILCS 5/9.05) (from Ch. 32, par. 9.05)
15        Sec.  9.05.   Power  of  corporation  to  acquire its own
16    shares.
17        (a)  A corporation may acquire its own shares, subject to
18    limitations set forth in Section 9.10 of this Act.
19        (b)  If a corporation acquires its own shares  after  the
20    effective  date  of  this  amendatory Act of 1993, the shares
21    constitute treasury shares until  cancelled  as  provided  by
22    subsection (d) of this Section.
23        (c)  A  corporation  shall  file  a  report under Section
24    14.25 of this Act in the case of its acquisition of  its  own
25    shares  that  occurs either prior to January 1, 1991 or on or
26    prior  to  the  last  day  of  the  third  month  immediately
27    preceding the corporation's anniversary  month  in  1991.   A
28    corporation  shall  file a report under Section 14.30 of this
29    Act in the case of its acquisition and  cancellation  of  its
30    own  shares  that occurs after both December 31, 1990 and the
31    last day of such third month.   However,  if  the  number  of
32    authorized   shares   is   reduced   by  an  acquisition  and
33    cancellation of shares, then the corporation shall, within 60
 
                            -11-              LRB9214983BDdvA
 1    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
 7        and series, if any, within a class before  giving  effect
 8        to the cancellation.
 9             (3)  The aggregate number of issued shares, itemized
10        by  classes  and  series,  if  any, within a class before
11        giving effect to the cancellation.
12             (4)  The number of  shares  cancelled,  itemized  by
13        classes 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
16        classes  and  series, if any, within a class after giving
17        effect to the cancellation.
18             (6)  The aggregate number of issued shares, itemized
19        by classes and series, if  any,  within  a  class,  after
20        giving effect to the cancellation.
21             (7)  A  statement,  expressed  in  dollars,  of  the
22        amount  of  the paid-in capital of the corporation before
23        giving effect to the cancellation.
24             (8)  A  statement,  expressed  in  dollars,  of  the
25        amount of the paid-in capital of  the  corporation  after
26        giving effect to the cancellation.
27        Upon  the  filing of the statement of cancellation by the
28    Secretary of State, the paid-in capital  of  the  corporation
29    shall  be  deemed  to  be reduced by that part of the paid-in
30    capital  which  was,  at  the  time  of   the   cancellation,
31    represented  by  the shares so cancelled and the statement of
32    cancellation shall operate as an amendment to the articles of
33    incorporation so as to reduce the number of authorized shares
34    by the number of shares so cancelled.
 
                            -12-              LRB9214983BDdvA
 1        (d)  A  corporation,  by  resolution  of  the  board   of
 2    directors,  may  cancel  any  of  its  treasury shares.  When
 3    cancelled,  the  shares  shall  constitute   authorized   but
 4    unissued  shares unless the articles of incorporation provide
 5    that the shares shall not be  reissued,  in  which  case  the
 6    number of authorized shares shall be reduced by the number of
 7    shares cancelled.
 8        (e)  Until  the report required by subsection (c) of this
 9    Section, or the report required by Section 14.25  or  Section
10    14.30  of  this Act reporting a reduction in paid-in capital,
11    shall have been filed in  the  office  of  the  Secretary  of
12    State,  the  basis of the annual franchise tax payable by the
13    corporation shall not be reduced, provided,  however,  in  no
14    event  shall the annual franchise tax for any taxable year be
15    reduced if such report is not filed prior to the first day of
16    the anniversary month or, in the case of a corporation  which
17    has established an extended filing month, the extended filing
18    month  of  that taxable year and before payment of its annual
19    franchise tax.
20        (f)  Subsections (c) and (e) of this  Section  shall  not
21    apply to a franchise tax return for any taxable period ending
22    on or after December 31, 2002 to which Article 15A applies.
23    (Source: P.A. 88-151.)

24        (805 ILCS 5/9.20)
25        Sec. 9.20.  Reduction of paid-in capital.
26        (a)  A corporation may reduce its paid-in capital:
27             (1)  by  resolution  of  its  board  of directors by
28        charging against its  paid-in  capital  (i)  the  paid-in
29        capital  represented  by shares acquired and cancelled by
30        the corporation as permitted by law, to the extent of the
31        cost from the  paid-in  capital  of  the  reacquired  and
32        cancelled  shares or a lesser amount as may be elected by
33        the corporation, (ii) dividends paid on preferred shares,
 
                            -13-              LRB9214983BDdvA
 1        or (iii) distributions as liquidating dividends; or
 2             (2)  pursuant  to  an  approved  reorganization   in
 3        bankruptcy  that specifically directs the reduction to be
 4        effected.
 5        (b)  Notwithstanding anything to the  contrary  contained
 6    in  this Act, at no time shall the paid-in capital be reduced
 7    to an amount less than the aggregate par value of all  issued
 8    shares having a par value.
 9        (c)  Until  the report under Section 14.30 has been filed
10    in the Office of the Secretary of State showing  a  reduction
11    in  paid-in  capital,  the  basis of the annual franchise tax
12    payable by the corporation shall not  be  reduced;  provided,
13    however,  that in no event shall the annual franchise tax for
14    any taxable year be reduced if the report is not filed  prior
15    to  the first day of the anniversary month or, in the case of
16    a corporation that has established an extended filing  month,
17    the  extended filing month of the corporation of that taxable
18    year and before payment of its annual franchise tax.
19        (d)  A corporation that reduced its paid-in capital after
20    December 31, 1986 by one or more of the methods described  in
21    subsection  (a)  may report the reduction pursuant to Section
22    14.30, subject to the restrictions of subsections (b) and (c)
23    of this Section. A  reduction  in  paid-in  capital  reported
24    pursuant  to  this  subsection  shall  have no effect for any
25    purpose under this Act with respect to a taxable year  ending
26    before the report is filed.
27        (e)  Nothing in this Section shall be construed to forbid
28    any reduction in paid-in capital to be effected under Section
29    9.05 of this Act.
30        (f)  In  the  case  of  a  vertical  merger,  the paid-in
31    capital of a subsidiary may be eliminated if  either  (1)  it
32    was created, totally funded, or wholly owned by the parent or
33    (2)  the  amount of the parent's investment in the subsidiary
34    was equal to or exceeded the subsidiary's paid-in capital.
 
                            -14-              LRB9214983BDdvA
 1        (g)  Subsection (c) of this Section shall not apply to  a
 2    franchise  tax  return  for  any  taxable period ending on or
 3    after December 31, 2002 to which Article 15A applies.
 4    (Source: P.A. 92-33, eff. 7-1-01.)

 5        (805 ILCS 5/10.30) (from Ch. 32, par. 10.30)
 6        Sec. 10.30.  Articles of amendment.
 7        (a)  Except as provided in Section 10.40, the articles of
 8    amendment  shall  be  executed  and  filed  in  duplicate  in
 9    accordance with Section 1.10 of this Act and shall set forth:
10             (1)  The name of the corporation.
11             (2)  The text of each amendment adopted.
12             (3)  If   the   amendment   was   adopted   by   the
13        incorporators, a statement that the amendment was adopted
14        by a majority of the incorporators, that no  shares  have
15        been  issued and that the directors were neither named in
16        the articles of incorporation nor elected at the time the
17        amendment was adopted.
18             (4)  If the amendment was adopted by  the  directors
19        without   shareholder   action,   a  statement  that  the
20        amendment was adopted by a majority of the directors  and
21        that shareholder action was not required.
22             (5)  Where   the   amendment  was  approved  by  the
23        shareholders:
24                  (i)  a statement that the amendment was adopted
25             at a meeting of shareholders by the affirmative vote
26             of the holders of outstanding shares having not less
27             than the minimum number of votes necessary to  adopt
28             such  amendment,  as  provided  by  the  articles of
29             incorporation; or
30                  (ii)  a  statement  that  the   amendment   was
31             adopted  by written consent signed by the holders of
32             outstanding shares having not less than the  minimum
33             number  of  votes necessary to adopt such amendment,
 
                            -15-              LRB9214983BDdvA
 1             as provided by the articles of incorporation, and in
 2             accordance with Section 7.10 of this Act.
 3             (6)  If the  amendment  provides  for  an  exchange,
 4        reclassification,  or cancellation of issued shares, or a
 5        reduction of the number of authorized shares of any class
 6        below the number of issued shares of that class,  then  a
 7        statement  of the manner in which such amendment shall be
 8        effected.
 9             (7)  If the amendment effects a change in the amount
10        of paid-in capital, then a statement  of  the  manner  in
11        which  the same is effected and a statement, expressed in
12        dollars, of the amount of paid-in capital as  changed  by
13        such amendment.
14             (8)  If  the  amendment  restates  the  articles  of
15        incorporation, the amendment shall so state and shall set
16        forth:
17                  (i)  the text of the articles as restated;
18                  (ii)  the date of incorporation, the name under
19             which  the  corporation was incorporated, subsequent
20             names, if any, that the corporation adopted pursuant
21             to amendment of its articles of  incorporation,  and
22             the effective date of any such amendments;
23                  (iii)  the address of the registered office and
24             the  name  of  the  registered  agent on the date of
25             filing the restated articles; and
26                  (iv)  the number of shares of each class issued
27             on the date of filing the restated articles and  the
28             amount of paid-in capital as of such date.
29             The  articles  as  restated  must  include  all  the
30        information  required  by subsection (a) of Section 2.10,
31        except  that  the  articles  need  not  set   forth   the
32        information  required by paragraphs 3, 4 or 6 thereof. If
33        any provision of the articles of incorporation is amended
34        in connection  with  the  restatement,  the  articles  of
 
                            -16-              LRB9214983BDdvA
 1        amendment shall clearly identify such amendment.
 2             (9)  If, pursuant to Section 10.35, the amendment is
 3        to  become  effective subsequent to the date on which the
 4        certificate of amendment is issued, the date on which the
 5        amendment is to become effective.
 6             (10)  If  the  amendment  revives  the  articles  of
 7        incorporation  and  extends  the  period   of   corporate
 8        duration,  the  amendment  shall  so  state and shall set
 9        forth:
10                  (i)  the date the period  of  duration  expired
11             under the articles of incorporation;
12                  (ii)  a  statement  that the period of duration
13             will be perpetual, or, if a limited duration  is  to
14             be  provided,  the  date  to  which  the  period  of
15             duration is to be extended; and
16                  (iii)  a  statement  that  the  corporation has
17             been in continuous operation since before  the  date
18             of expiration of its original period of duration.
19        (b)  When  the  provisions  of  this  Section  have  been
20    complied with, the Secretary of State shall file the articles
21    of amendment.
22        (c)  Nothing in this Section shall be construed to affect
23    the calculation of any franchise tax due under Article 15A.
24    (Source: P.A. 92-33, eff. 7-1-01.)

25        (805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
26        Sec. 10.35.  Effect of certificate of amendment.
27        (a)  The   amendment   shall  become  effective  and  the
28    articles of incorporation  shall  be  deemed  to  be  amended
29    accordingly, as of the later of:
30             (1)  the  filing of the articles of amendment by the
31        Secretary of State; or
32             (2)  the time  established  under  the  articles  of
33        amendment,  not to exceed 30 days after the filing of the
 
                            -17-              LRB9214983BDdvA
 1        articles of amendment by the Secretary of State.
 2        (b)  If the amendment is  made  in  accordance  with  the
 3    provisions  of Section 10.40, upon the filing of the articles
 4    of amendment by the Secretary of State, the  amendment  shall
 5    become  effective  and the articles of incorporation shall be
 6    deemed to be amended accordingly, without any action  thereon
 7    by  the directors or shareholders of the corporation and with
 8    the same effect as if the  amendments  had  been  adopted  by
 9    unanimous  action  of  the  directors and shareholders of the
10    corporation.
11        (c)  If  the   amendment   restates   the   articles   of
12    incorporation, such restated articles of incorporation shall,
13    upon  such  amendment becoming effective, supersede and stand
14    in  lieu  of  the  corporation's  preexisting   articles   of
15    incorporation.
16        (d)  If   the   amendment   revives   the   articles   of
17    incorporation  and  extends the period of corporate duration,
18    upon the filing of the articles of amendment by the Secretary
19    of State,  the  amendment  shall  become  effective  and  the
20    corporate existence shall be deemed to have continued without
21    interruption  from  the  date  of  expiration of the original
22    period of duration, and the corporation shall  stand  revived
23    with  such powers, duties and obligations as if its period of
24    duration had not expired; and all acts and proceedings of its
25    officers, directors and shareholders, acting or purporting to
26    act as such, which would have been legal and  valid  but  for
27    such expiration, shall stand ratified and confirmed.
28        (e)  Each  amendment  which  affects the number of issued
29    shares or the amount of paid-in capital shall be deemed to be
30    a report under the provisions of this Act.
31        (f)  No amendment of the articles of incorporation  of  a
32    corporation  shall  affect  any  existing  cause of action in
33    favor of or against such corporation, or any pending suit  in
34    which  such  corporation  shall  be  a party, or the existing
 
                            -18-              LRB9214983BDdvA
 1    rights of persons other than shareholders; and, in the  event
 2    the  corporate  name  shall  be changed by amendment, no suit
 3    brought by or against such corporation under its former  name
 4    shall be abated for that reason.
 5        (g)  Nothing in this Section shall be construed to affect
 6    the calculation of any franchise tax due under Article 15A.
 7    (Source: P.A. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)

 8        (805 ILCS 5/12.20) (from Ch. 32, par. 12.20)
 9        Sec. 12.20.  Articles of dissolution.
10        (a)  When  a voluntary dissolution has been authorized as
11    provided by  this  Act,  articles  of  dissolution  shall  be
12    executed  and  filed  in duplicate in accordance with Section
13    1.10 of this Act and shall set forth:
14             (1)  The name of the corporation.
15             (2)  The date dissolution was authorized.
16             (3)  A post-office address to which may be mailed  a
17        copy  of  any process against the corporation that may be
18        served on the Secretary of State.
19             (4)  A statement of the aggregate number  of  issued
20        shares of the corporation itemized by classes and series,
21        if any, within a class, as of the date of execution.
22             (5)  A statement of the amount of paid-in capital of
23        the corporation as of the date of execution.
24             (6)  Such additional information as may be necessary
25        or  appropriate  in order to determine any unpaid fees or
26        franchise taxes payable by such corporation  as  in  this
27        Act prescribed.
28             (7)  Where  dissolution  is  authorized  pursuant to
29        Section  12.05,  a   statement   that   a   majority   of
30        incorporators  or  majority of directors, as the case may
31        be, have  consented  to  the  dissolution  and  that  all
32        provisions of Section 12.05 have been complied with.
33             (8)  Where  dissolution  is  authorized  pursuant to
 
                            -19-              LRB9214983BDdvA
 1        Section 12.10, a statement that the holders  of  all  the
 2        outstanding  shares  entitled to vote on dissolution have
 3        consented thereto.
 4             (9)  Where dissolution  is  authorized  pursuant  to
 5        Section  12.15,  a  statement that a resolution proposing
 6        dissolution has been adopted at a meeting of shareholders
 7        by the affirmative vote of  the  holders  of  outstanding
 8        shares  having  not less than the minimum number of votes
 9        necessary to adopt such resolution  as  provided  by  the
10        articles of incorporation.
11        (b)  When  the  provisions  of  this  Section  have  been
12    complied with, the Secretary of State shall file the articles
13    of dissolution.
14        (c)  The  dissolution  is  effective  on  the date of the
15    filing of the articles thereof by the Secretary of State.
16        (d)  Nothing in this Section shall be construed to affect
17    the corporation's obligation to file a franchise  tax  return
18    for  a  taxable  period preceding the taxable period in which
19    the dissolution occurs, as provided in Article 15A.
20    (Source: P.A. 92-33, eff. 7-1-01.)

21        (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
22        Sec.  13.45.  Withdrawal  of  foreign   corporation.    A
23    foreign  corporation  authorized to transact business in this
24    State may withdraw from  this  State  upon  filing  with  the
25    Secretary  of  State an application for withdrawal.  In order
26    to procure such withdrawal,  the  foreign  corporation  shall
27    either:
28             (a)  execute  and  file  in duplicate, in accordance
29        with  Section  1.10  of  this  Act,  an  application  for
30        withdrawal and a final report, which shall set forth:
31                  (1)  that no proportion of  its  issued  shares
32             is,  on  the date of the application, represented by
33             business transacted  or  property  located  in  this
 
                            -20-              LRB9214983BDdvA
 1             State;
 2                  (2)  that   it   surrenders  its  authority  to
 3             transact business in this State;
 4                  (3)  that  it  revokes  the  authority  of  its
 5             registered agent in this State to accept service  of
 6             process  and consents that service of process in any
 7             suit, action, or proceeding based upon any cause  of
 8             action  arising  in  this  State during the time the
 9             corporation was licensed  to  transact  business  in
10             this State may thereafter be made on the corporation
11             by service on the Secretary of State;
12                  (4)  a  post-office  address  to  which  may be
13             mailed a copy of any process against the corporation
14             that may be served on the Secretary of State;
15                  (5)  the name of the corporation and the  state
16             or country under the laws of which it is organized;
17                  (6)  a  statement  of  the  aggregate number of
18             issued  shares  of  the  corporation   itemized   by
19             classes,  and  series, if any, within a class, as of
20             the date of the final report;
21                  (7)  a  statement  of  the  amount  of  paid-in
22             capital of the corporation as of  the  date  of  the
23             final report; and
24                  (8)  such  additional  information  as  may  be
25             necessary  or  appropriate  in  order  to enable the
26             Secretary of  State  to  determine  and  assess  any
27             unpaid  fees  or  franchise  taxes  payable  by  the
28             foreign corporation as prescribed in this Act; or
29             (b)  if  it  has  been dissolved, file a copy of the
30        articles of dissolution duly authenticated by the  proper
31        officer  of  the state or country under the laws of which
32        the corporation was organized.
33        The application for withdrawal and the final report shall
34    be made on forms prescribed and furnished by the Secretary of
 
                            -21-              LRB9214983BDdvA
 1    State.
 2        When the corporation has complied with subsection (a)  of
 3    this   Section,   the  Secretary  of  State  shall  file  the
 4    application for withdrawal and mail a copy of the application
 5    to the corporation or its representative.  If the  provisions
 6    of  subsection  (b)  of  this Section have been followed, the
 7    Secretary of State shall file the copy  of  the  articles  of
 8    dissolution in his or her office.
 9        Upon the filing of the application for withdrawal or copy
10    of   the  articles  of  dissolution,  the  authority  of  the
11    corporation to transact business in this State shall cease.
12        (c)  Nothing in this Section shall be construed to affect
13    the corporation's obligation to file a franchise  tax  return
14    for  a  taxable  period preceding the taxable period in which
15    the withdrawal occurs, as provided in Article 15A.
16    (Source: P.A.  91-464,  eff.  1-1-00;  92-16,  eff.  6-28-01;
17    92-33, eff. 7-1-01.)

18        (805 ILCS 5/14.10) (from Ch. 32, par. 14.10)
19        Sec.  14.10.   Filing  of  annual  report  of domestic or
20    foreign corporation. Such annual  report  together  with  all
21    fees,  taxes  and charges as prescribed by this Act, shall be
22    delivered  to  the  Secretary  of  State   within   60   days
23    immediately  preceding the first day of the anniversary month
24    or, in the case of a corporation  which  has  established  an
25    extended  filing  month,  the  extended  filing  month of the
26    corporation each year.  Proof  to  the  satisfaction  of  the
27    Secretary  of  State  that  prior  to  the  first  day of the
28    anniversary  month  or  the  extended  filing  month  of  the
29    corporation such report together with  all  fees,  taxes  and
30    charges  as  prescribed  by  this  Act,  was deposited in the
31    United States mail in a sealed envelope, properly  addressed,
32    with  postage prepaid, shall be deemed a compliance with this
33    requirement. If the Secretary of State finds that such report
 
                            -22-              LRB9214983BDdvA
 1    conforms to the requirements of this Act,  he  or  she  shall
 2    file  the  same.  If  he  or  she  finds  that it does not so
 3    conform, he or she shall promptly  return  the  same  to  the
 4    corporation for any necessary corrections, in which event the
 5    penalties  hereinafter  prescribed  for  failure to file such
 6    report within the time hereinabove provided shall not  apply,
 7    if such report is corrected to conform to the requirements of
 8    this  Act  and  returned  to the Secretary of State within 30
 9    days of the date the report was returned for corrections.
10        For taxable periods ending on or after December 31,  2002
11    and  to which Article 15A applies, the Secretary shall accept
12    and  file  annual  reports  that   conform   to   the   other
13    requirements  of this Act, but shall not delay the acceptance
14    and filing pending a determination that the correct amount of
15    franchise tax has been paid pursuant to Article 15A.
16    (Source: P.A. 86-985.)

17        (805 ILCS 5/14.15) (from Ch. 32, par. 14.15)
18        Sec. 14.15.  First report  of  issuance  of  shares.  The
19    articles  of incorporation of each domestic corporation shall
20    be deemed to be the first report of the issuance of shares of
21    such corporation. For the purpose of determining the  initial
22    franchise  tax  of  such  corporation, and for the purpose of
23    determining the annual franchise  tax  thereafter  until  the
24    basis  therefor  is changed in a manner provided in this Act,
25    but for no other purpose, the shares which  the  articles  of
26    incorporation state the corporation proposes to issue without
27    further  report  to the Secretary of State shall be deemed to
28    be issued at the date of  the  filing  of  such  articles  of
29    incorporation.  For  such purposes, but for no other purpose,
30    the consideration which the articles of  incorporation  state
31    is to be received by the corporation therefor shall be deemed
32    to have been received by the corporation for such shares.
33        This Section shall not apply to any franchise tax due for
 
                            -23-              LRB9214983BDdvA
 1    any  taxable  period  ending on or after December 31, 2002 to
 2    which Article 15A applies.
 3    (Source: P.A. 86-985.)

 4        (805 ILCS 5/14.30) (from Ch. 32, par. 14.30)
 5        Sec. 14.30.   Cumulative  report  of  changes  in  issued
 6    shares or paid-in capital.
 7        (a)  Each   domestic   corporation   and   each   foreign
 8    corporation  authorized  to  transact  business in this State
 9    that effects any change in the number of issued shares or the
10    amount of paid-in  capital  that  has  not  theretofore  been
11    reported  in  any report other than an annual report, interim
12    annual report,  or  final  transition  annual  report,  shall
13    execute  and  file,  in  accordance with Section 1.10 of this
14    Act, a report with respect  to  the  changes  in  its  issued
15    shares or paid-in capital:
16             (1)  that  have  occurred subsequent to the last day
17        of the third month preceding its anniversary month in the
18        preceding year and prior to the first day of  the  second
19        month  immediately preceding its anniversary month in the
20        current year; or
21             (2) in  the  case  of   a   corporation   that   has
22        established  an extended filing month, that have occurred
23        during its fiscal year; or
24             (3) in  the  case   of   a   statutory   merger   or
25        consolidation   or  an  amendment  to  the  corporation's
26        articles of incorporation  that  affects  the  number  of
27        issued shares or the amount of paid-in capital, that have
28        occurred   between  the  last  day  of  the  third  month
29        immediately preceding its anniversary month and the  date
30        of  the  merger,  consolidation, or amendment  or, in the
31        case of a corporation that has  established  an  extended
32        filing month, that have occurred between the first day of
33        its   fiscal   year   and   the   date   of  the  merger,
 
                            -24-              LRB9214983BDdvA
 1        consolidation, or amendment; or
 2             (4) in  the  case   of   a   statutory   merger   or
 3        consolidation   or  an  amendment  to  the  corporation's
 4        articles of incorporation  that  affects  the  number  of
 5        issued shares or the amount of paid-in capital, that have
 6        occurred  between  the date of the merger, consolidation,
 7        or   amendment   (but   not   including    the    merger,
 8        consolidation,  or  amendment)  and  the first day of the
 9        second month immediately preceding its anniversary  month
10        in the current year, or in the case of a corporation that
11        has  established  an  extended  filing  month,  that have
12        occurred between the date of the merger, consolidation or
13        amendment (but not including the merger, consolidation or
14        amendment) and the last day of its fiscal year.
15        (b)  The corporation shall file the report required under
16    subsection (a) not later than (i) the time its annual  report
17    is  required  to be filed in 1992 and in each subsequent year
18    and (ii) not later than the time of filing  the  articles  of
19    merger,  consolidation,  or  amendment  to  the  articles  of
20    incorporation that affects the number of issued shares or the
21    amount  of  paid-in  capital of a domestic corporation or the
22    certified copy of merger of a foreign corporation.
23        (c)  The report shall  net  decreases  against  increases
24    that  occur during the same taxable period.  The report shall
25    set forth:
26             (1)  The name of the corporation and  the  state  or
27        country under the laws of which it is organized.
28             (2)  A  statement  of the aggregate number of shares
29        which the corporation has authority to issue, itemized by
30        classes and series, if any, within a class.
31             (3)  A statement of the aggregate number  of  issued
32        shares  as last reported to the Secretary of State in any
33        document required or permitted by this Act to  be  filed,
34        other  than  an  annual  report, interim annual report or
 
                            -25-              LRB9214983BDdvA
 1        final transition annual report, itemized by  classes  and
 2        series, if any, within a class.
 3             (4)  A  statement,  expressed  in  dollars,  of  the
 4        amount  of  paid-in  capital  of  the corporation as last
 5        reported to  the  Secretary  of  State  in  any  document
 6        required or permitted by this Act to be filed, other than
 7        an   annual   report,  interim  annual  report  or  final
 8        transition annual report.
 9             (5)  A statement, if applicable,  of  the  aggregate
10        number   of   shares   issued   by  the  corporation  not
11        theretofore reported to the Secretary of State as  having
12        been  issued,  and  a statement, expressed in dollars, of
13        the value of  the  entire  consideration  received,  less
14        expenses,  including  commissions,  paid  or  incurred in
15        connection with the issuance, for, or on account of,  the
16        issuance  of the shares, itemized by classes, and series,
17        if any, within a class; and in the case of shares  issued
18        as  a  share dividend, the amount added or transferred to
19        the paid-in capital of the corporation for, or on account
20        of, the issuance of the shares; provided,  however,  that
21        the  report  shall also include the date of each issuance
22        made prior to  the  current  reporting  period,  and  the
23        number  of  issued  shares  and consideration received in
24        each case.
25             (6)  A  statement,  if  applicable,   expressed   in
26        dollars,  of  the  amount added or transferred to paid-in
27        capital  of  the  corporation  without  the  issuance  of
28        shares; provided, however, that  the  report  shall  also
29        include  the  date  of  each  increase  made prior to the
30        current reporting period, and the consideration  received
31        in each case.
32             (7)  In  case  of an exchange or reclassification of
33        issued shares resulting in an increase in the  amount  of
34        paid-in  capital,  a  statement of the manner in which it
 
                            -26-              LRB9214983BDdvA
 1        was effected, and a statement, expressed in  dollars,  of
 2        the amount added or transferred to the paid-in capital of
 3        the  corporation  as a result thereof, except any portion
 4        thereof reported  under  any  other  subsection  of  this
 5        Section  as  a  part of the consideration received by the
 6        corporation for, or on account  of,  its  issued  shares;
 7        provided, however, that the report shall also include the
 8        date  of  each exchange or reclassification made prior to
 9        the  current  reporting  period  and  the   consideration
10        received in each case.
11             (8)  If  the consideration received for the issuance
12        of any shares not theretofore  reported  as  having  been
13        issued  consists  of  labor  or  services performed or of
14        property, other than cash, then a statement, expressed in
15        dollars, of the value of that consideration as  fixed  by
16        the board of directors.
17             (9)  In  the  case  of a cancellation of shares or a
18        reduction in paid-in capital  made  pursuant  to  Section
19        9.20,   the   aggregate  reduction  in  paid-in  capital;
20        provided, however, that the report shall also include the
21        date  of  each  reduction  made  prior  to  the   current
22        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
27        amount of paid-in capital of the corporation after giving
28        effect to the changes reported.
29        (d)  No additional license fees or franchise taxes  shall
30    be  payable  upon the filing of the report to the extent that
31    license fees or franchise taxes shall  have  been  previously
32    paid  by  the  corporation  in  respect  of shares previously
33    issued which are being exchanged for the shares the  issuance
34    of which is being reported, provided those facts are shown in
 
                            -27-              LRB9214983BDdvA
 1    the report.
 2        (e)  The  report  shall  be  made on forms prescribed and
 3    furnished by the Secretary of State.
 4        (f)  Until the report under  this  Section  or  a  report
 5    under  Section  14.25  shall have been filed in the Office of
 6    the  Secretary  of  State  showing  a  reduction  in  paid-in
 7    capital, the basis of the annual franchise tax payable by the
 8    corporation shall not be reduced, provided,  however,  in  no
 9    event  shall the annual franchise tax for any taxable year be
10    reduced if the report is not filed prior to the first day  of
11    the  anniversary month or, in the case of a corporation which
12    has established an extended filing month, the extended filing
13    month of the corporation of  that  taxable  year  and  before
14    payment of its annual franchise tax.
15        (g)  This  Section  shall  not apply to any franchise tax
16    due for any taxable period ending on or  after  December  31,
17    2002 to which Article 15A applies.
18    (Source: P.A. 90-421, eff. 1-1-98.)

19        (805 ILCS 5/15.35) (from Ch. 32, par. 15.35)
20        Sec.   15.35.    Franchise   taxes  payable  by  domestic
21    corporations. For the privilege of exercising its  franchises
22    in  this  State,  each  domestic corporation shall pay to the
23    Secretary of State the following franchise taxes, computed on
24    the basis, at the rates and for  the  periods  prescribed  in
25    this Act:
26        (a)  An  initial  franchise tax at the time of filing its
27    first report of issuance of shares.
28        (b)  An additional franchise tax at the  time  of  filing
29    (1)  a  report of the issuance of additional shares, or (2) a
30    report of an increase in paid-in capital without the issuance
31    of  shares,  or  (3)  an  amendment  to   the   articles   of
32    incorporation  or  a  report of cumulative changes in paid-in
33    capital, whenever any amendment or such report  discloses  an
 
                            -28-              LRB9214983BDdvA
 1    increase  in its paid-in capital over the amount thereof last
 2    reported in  any  document,  other  than  an  annual  report,
 3    interim  annual  report  or  final  transition  annual report
 4    required by this Act  to  be  filed  in  the  office  of  the
 5    Secretary of State.
 6        (c)  An  additional franchise tax at the time of filing a
 7    report of paid-in capital following  a  statutory  merger  or
 8    consolidation,  which  discloses  that the paid-in capital of
 9    the surviving or new corporation immediately after the merger
10    or consolidation is greater  than  the  sum  of  the  paid-in
11    capital  of all of the merged or consolidated corporations as
12    last reported by them in any  documents,  other  than  annual
13    reports,  required  by  this Act to be filed in the office of
14    the Secretary of State; and in addition, the surviving or new
15    corporation  shall  be  liable  for  a   further   additional
16    franchise tax on the paid-in capital of each of the merged or
17    consolidated  corporations  as  last  reported by them in any
18    document, other than an annual report, required by  this  Act
19    to  be  filed  with the Secretary of State from their taxable
20    year end to the next succeeding anniversary month or, in  the
21    case  of  a  corporation  which  has  established an extended
22    filing month, the extended filing month of the  surviving  or
23    new  corporation; however if the taxable year ends within the
24    2 month period immediately preceding  the  anniversary  month
25    or,  in  the  case  of a corporation which has established an
26    extended filing month,  the  extended  filing  month  of  the
27    surviving  or new corporation the tax will be computed to the
28    anniversary month or, in the case of a corporation which  has
29    established  an  extended  filing  month, the extended filing
30    month of  the  surviving  or  new  corporation  in  the  next
31    succeeding calendar year.
32        (d)  An  annual  franchise tax payable each year with the
33    annual report which the corporation is required by  this  Act
34    to file.
 
                            -29-              LRB9214983BDdvA
 1        (e)  This  Section  shall  not apply to any franchise tax
 2    due for any taxable period ending on or  after  December  31,
 3    2002 to which Article 15A applies.
 4    (Source: P.A. 86-985.)

 5        (805 ILCS 5/15.40) (from Ch. 32, par. 15.40)
 6        Sec.  15.40.   Basis  for  computation of franchise taxes
 7    payable by domestic corporations.
 8        (a)  The basis for the initial franchise tax payable by a
 9    domestic corporation shall be the amount represented in  this
10    State,  determined  in accordance with the provisions of this
11    Section, of its paid-in capital as  disclosed  by  its  first
12    report of the issuance of shares.
13        (b)  The basis for an additional franchise tax payable by
14    a  domestic  corporation,  except  in the case of a statutory
15    merger  or  consolidation,  shall  be  the  increased  amount
16    represented in this State, determined in accordance with  the
17    provisions  of  this  Section,  of  its  paid-in  capital  as
18    disclosed  by any report of issuance of additional shares, or
19    of an increase in paid-in capital  without  the  issuance  of
20    shares,  or  of an exchange or reclassification of shares, or
21    of cumulative changes in paid-in capital.
22        (c)  In the case of a statutory merger  or  consolidation
23    of   domestic  corporations,  the  basis  for  an  additional
24    franchise tax payable by the  surviving  or  new  corporation
25    shall  be  the  increased  amount  represented in this State,
26    determined in accordance with the provisions of this  Section
27    of  the  paid-in  capital of the surviving or new corporation
28    immediately  after  the  merger  or  consolidation  over  the
29    aggregate of the amounts represented in  this  State  of  the
30    paid-in  capital  of  the merged or consolidated corporations
31    disclosed by the latest reports filed by those  corporations,
32    respectively, with the Secretary of State as required by this
33    Act;  provided,  however,  the basis for a further additional
 
                            -30-              LRB9214983BDdvA
 1    franchise tax payable by the  surviving  or  new  corporation
 2    shall be determined in accordance with the provisions of this
 3    Section,  on  the  paid-in  capital  of each of the merged or
 4    consolidated corporations as  last  reported  by  it  in  any
 5    document,  other  than an annual report, required by this Act
 6    to be filed with the Secretary of  State,  from  its  taxable
 7    year  end to the next succeeding anniversary month or, in the
 8    case of a corporation that has established an extended filing
 9    month, the next  succeeding  extended  filing  month  of  the
10    surviving   or  new  corporation; however if the taxable year
11    ends within the 2  month  period  immediately  preceding  the
12    anniversary  month  or, in the case of a corporation that has
13    established an extended filing  month,  the  next  succeeding
14    extended filing month of the surviving or new corporation the
15    tax  shall  be  computed  to the anniversary month or, in the
16    case of a corporation that has established an extended filing
17    month, the next  succeeding  extended  filing  month  of  the
18    surviving  or new corporation in the next succeeding calendar
19    year.
20        (d)  The basis for the annual franchise tax payable by  a
21    domestic  corporation shall be the amount represented in this
22    State, determined in accordance with the provisions  of  this
23    Section,  of its paid-in capital on the last day of the third
24    month preceding the anniversary month or, in the  case  of  a
25    corporation that has established an extended filing month, on
26    the  last  day of the corporation's fiscal year preceding the
27    extended filing month.
28        (e)  For  the   purpose   of   determining   the   amount
29    represented  in  this  State  of  the  paid-in  capital  of a
30    domestic corporation, the amount represented  in  this  State
31    shall  be that proportion of its paid-in capital that the sum
32    of (1) the value of its property located in  this  State  and
33    (2)  the gross amount of business transacted by it at or from
34    places of business in this State bears to the sum of (1)  the
 
                            -31-              LRB9214983BDdvA
 1    value  of  all of its property, wherever located, and (2) the
 2    gross amount of its business, wherever transacted, except  as
 3    follows:
 4             (1)  If  the corporation elects in its annual report
 5        in any year to pay its  franchise  tax  upon  its  entire
 6        paid-in capital, all franchise taxes accruing against the
 7        corporation  for  that  taxable  year  shall  be computed
 8        accordingly until the corporation elects otherwise in  an
 9        annual report for a subsequent year.
10             (2)  If  the  corporation  fails  to file its annual
11        report or final transition  annual  report  in  any  year
12        within the time prescribed by this Act, the proportion of
13        its  paid-in  capital  represented in this State shall be
14        deemed to be its entire paid-in capital unless its annual
15        report is thereafter filed and its  franchise  taxes  are
16        thereafter   adjusted   by  the  Secretary  of  State  in
17        accordance with the provisions of this Act, in which case
18        the proportion shall likewise be  adjusted  to  the  same
19        proportion  that  would have prevailed if the corporation
20        had filed its annual report within the time prescribed by
21        this Act.
22             (3)  In  the  case  of   a   statutory   merger   or
23        consolidation  that  becomes  effective  either  prior to
24        January 1, 1991 or on or prior to the  last  day  of  the
25        third month preceding the corporation's anniversary month
26        in 1991, the amount of the paid-in capital represented in
27        this   State   of   the   surviving  or  new  corporation
28        immediately after the merger or consolidation, until  the
29        filing  of  the  next  annual report of such corporation,
30        shall be deemed to be  that  proportion  of  the  paid-in
31        capital  of  the  surviving  or  new corporation that the
32        aggregate amounts represented in this State of the sum of
33        the  paid-in  capital  of  the  merged  or   consolidated
34        corporations, separately determined, bore to the total of
 
                            -32-              LRB9214983BDdvA
 1        the  sum  of  the paid-in capital of all of the merged or
 2        consolidated corporations immediately prior to the merger
 3        or consolidation.
 4        (f)  For increases in paid-in capital that  occur  either
 5    prior  to  January  1, 1991 or on or prior to the last day of
 6    the third month preceding the corporation's anniversary month
 7    in 1991, the proportion  corporation  on  file  on  the  date
 8    represented  in  this  State  of  the  paid-in  capital  of a
 9    domestic corporation shall  be  determined  from  information
10    contained  in  the latest annual report of the corporation on
11    file on the date the particular increase in  paid-in  capital
12    is  shown  to  have been made, or, if no annual report was on
13    file on the date of the increase, from information  contained
14    in  its articles of incorporation, or, in case of a merger or
15    consolidation that becomes effective either prior to  January
16    1,  1991  or  on  or prior to the last day of the third month
17    preceding the corporation's anniversary month in  1991,  from
18    information  contained  in the report of the surviving or new
19    corporation of the amount of its  paid-in  capital  following
20    the  merger  or  consolidation.   For  increases  in  paid-in
21    capital  that occur after both December 31, 1990 and the last
22    day of such third month, the proportion represented  in  this
23    State  of the paid-in capital of a domestic corporation shall
24    be determined from information contained in the latest annual
25    report of the corporation for the taxable period in which the
26    particular increase in paid-in capital is shown to have  been
27    made  or,  if no annual report was on file on the date of the
28    increase, from  information  contained  in  its  articles  of
29    incorporation.
30        (g)  No  basis  under  this  Section  may  consist of any
31    redeemable preference   shares  sold  to  the  United  States
32    Secretary  of  Transportation  under  Sections 505 and 506 of
33    Public Law 94-210.
34        (h)  This Section shall not apply to  any  franchise  tax
 
                            -33-              LRB9214983BDdvA
 1    due  for  any  taxable period ending on or after December 31,
 2    2002 to which Article 15A applies.
 3    (Source: P.A. 91-464, eff. 1-1-00.)

 4        (805 ILCS 5/15.45) (from Ch. 32, par. 15.45)
 5        Sec. 15.45.  Rate of franchise taxes payable by  domestic
 6    corporations.
 7        (a)  The  annual  franchise  tax payable by each domestic
 8    corporation shall be computed at the rate of 1/12 of 1/10  of
 9    1% for each calendar month or fraction thereof for the period
10    commencing  on the first day of July 1983 to the first day of
11    the anniversary month in 1984, but  in  no  event  shall  the
12    amount  of the annual franchise tax be less than $2.08333 per
13    month assessed on a minimum of $25 per  annum  or  more  than
14    $83,333.333333  per  month;  thereafter, the annual franchise
15    tax payable by each domestic corporation shall be computed at
16    the rate of 1/10 of 1% for the 12-months'  period  commencing
17    on  the first day of the anniversary month or, in cases where
18    a corporation has established an extended filing  month,  the
19    extended  filing  month  of  the corporation, but in no event
20    shall the amount of the annual franchise tax be less than $25
21    nor more than $1,000,000 per annum.
22        (b)  The annual franchise tax payable  by  each  domestic
23    corporation at the time of filing a statement of election and
24    interim  annual  report shall be computed at the rate of 1/10
25    of 1% for the 12 month period commencing on the first day  of
26    the  anniversary month of the corporation next following such
27    filing, but in no  event  shall  the  amount  of  the  annual
28    franchise  tax  be less than $25 nor more than $1,000,000 per
29    annum.
30        (c)  The annual franchise tax  payable  at  the  time  of
31    filing  the final transition annual report shall be an amount
32    equal to (i) 1/12 of 1/10 of 1% per month of  the  proportion
33    of  paid-in capital represented in this State as shown in the
 
                            -34-              LRB9214983BDdvA
 1    final transition annual report multiplied by (ii) the  number
 2    of   months   commencing  with  the  anniversary  month  next
 3    following the filing of the statement of election until,  but
 4    excluding,  the second extended filing month, less the annual
 5    franchise tax theretofore paid at  the  time  of  filing  the
 6    statement  of  election,  but in no event shall the amount of
 7    the annual franchise tax be  less  than  $2.08333  per  month
 8    assessed  on  a  minimum  of  $25  per  annum  or  more  than
 9    $83,333.333333 per month.
10        (d)  The  initial  franchise tax payable after January 1,
11    1983,  but  prior  to  January  1,  1991,  by  each  domestic
12    corporation shall be computed at the rate of 1/10 of  1%  for
13    the  12  months'  period  commencing  on the first day of the
14    anniversary month in which the certificate  of  incorporation
15    is  issued to the corporation under Section 2.10 of this Act,
16    but in no event shall the franchise tax be less than $25  nor
17    more  than  $1,000,000  per  annum. The initial franchise tax
18    payable on  or  after  January  1,  1991,  by  each  domestic
19    corporation shall be computed at the rate of 15/100 of 1% for
20    the  12  month  period  commencing  on  the  first day of the
21    anniversary month in which the certificate  of  incorporation
22    is  issued to the corporation under Section 2.10 of this Act,
23    but in no event shall the initial franchise tax be less  than
24    $25  nor  more than $1,000,000 per annum plus 1/20th of 1% of
25    the basis therefor.
26        (e)  Each  additional  franchise  tax  payable  by   each
27    domestic corporation for the period beginning January 1, 1983
28    through  December  31,  1983 shall be computed at the rate of
29    1/12 of 1/10 of  1%  for  each  calendar  month  or  fraction
30    thereof,  between the date of each respective increase in its
31    paid-in capital and its anniversary month in 1984; thereafter
32    until the last day of the month that is both  after  December
33    31,  1990  and  the  third  month  immediately  preceding the
34    anniversary month in 1991,   each  additional  franchise  tax
 
                            -35-              LRB9214983BDdvA
 1    payable by each domestic corporation shall be computed at the
 2    rate  of  1/12  of  1/10  of  1%  for each calendar month, or
 3    fraction  thereof,  between  the  date  of  each   respective
 4    increase  in  its  paid-in  capital  and its next anniversary
 5    month; however, if the increase occurs  within  the  2  month
 6    period  immediately  preceding the anniversary month, the tax
 7    shall be computed  to  the  anniversary  month  of  the  next
 8    succeeding   calendar  year.  Commencing  with  increases  in
 9    paid-in capital that occur subsequent to  both  December  31,
10    1990  and  the  last  day  of  the  third  month  immediately
11    preceding  the  anniversary  month  in  1991,  the additional
12    franchise tax payable by  a  domestic  corporation  shall  be
13    computed at the rate of 15/100 of 1%.
14        (f)  This  Section  shall  not apply to any franchise tax
15    due for any taxable period ending on or  after  December  31,
16    2002 to which Article 15A applies.
17    (Source: P.A. 91-464, eff. 1-1-00.)

18        (805 ILCS 5/15.65) (from Ch. 32, par. 15.65)
19        Sec.   15.65.    Franchise   taxes   payable  by  foreign
20    corporations. For the privilege of exercising  its  authority
21    to  transact  such  business  in this State as set out in its
22    application therefor or any amendment thereto,  each  foreign
23    corporation shall pay to the Secretary of State the following
24    franchise  taxes, computed on the basis, at the rates and for
25    the periods prescribed in this Act:
26        (a)  An initial franchise tax at the time of  filing  its
27    application for authority to transact business in this State.
28        (b)  An  additional  franchise  tax at the time of filing
29    (1) a report of the issuance of additional shares, or  (2)  a
30    report of an increase in paid-in capital without the issuance
31    of  shares,  or (3) a report of cumulative changes in paid-in
32    capital or a report of an  exchange  or  reclassification  of
33    shares, whenever any such report discloses an increase in its
 
                            -36-              LRB9214983BDdvA
 1    paid-in  capital over the amount thereof last reported in any
 2    document, other than an annual report, interim annual  report
 3    or final transition annual report, required by this Act to be
 4    filed in the office of the Secretary of State.
 5        (c)  Whenever  the  corporation  shall  be  a  party to a
 6    statutory merger and shall be the surviving  corporation,  an
 7    additional  franchise  tax  at  the time of filing its report
 8    following merger, if such report discloses  that  the  amount
 9    represented  in this State of its paid-in capital immediately
10    after the merger is greater than the aggregate of the amounts
11    represented in this State of the paid-in capital of  such  of
12    the  merged  corporations  as  were  authorized  to  transact
13    business  in  this  State  at the time of the merger, as last
14    reported by them in any documents, other than annual reports,
15    required by this Act  to  be  filed  in  the  office  of  the
16    Secretary   of   State;   and   in  addition,  the  surviving
17    corporation  shall  be  liable  for  a   further   additional
18    franchise  tax  on  the paid-in capital of each of the merged
19    corporations as last reported by them in any document,  other
20    than  an annual report, required by this Act to be filed with
21    the Secretary of State, from their taxable year  end  to  the
22    next  succeeding  anniversary  month  or,  in  the  case of a
23    corporation which has established an extended  filing  month,
24    the  extended  filing  month  of  the  surviving corporation;
25    however if the taxable year ends within the  2  month  period
26    immediately  preceding  the anniversary month or the extended
27    filing month of the surviving corporation, the  tax  will  be
28    computed  to the anniversary or, extended filing month of the
29    surviving corporation in the next succeeding calendar year.
30        (d)  An annual franchise tax payable each year  with  any
31    annual  report  which the corporation is required by this Act
32    to file.
33        (e)  This Section shall not apply to  any  franchise  tax
34    due  for  any  taxable period ending on or after December 31,
 
                            -37-              LRB9214983BDdvA
 1    2002 to which Article 15A applies.
 2    (Source: P.A. 92-33, eff. 7-1-01.)

 3        (805 ILCS 5/15.70) (from Ch. 32, par. 15.70)
 4        Sec. 15.70.  Basis for  computation  of  franchise  taxes
 5    payable by foreign corporations.
 6        (a)  The basis for the initial franchise tax payable by a
 7    foreign  corporation  shall be the amount represented in this
 8    State, determined in accordance with the provisions  of  this
 9    Section,   of   its  paid-in  capital  as  disclosed  by  its
10    application for authority to transact business in this State.
11        (b)  The basis for an additional franchise tax payable by
12    a corporation, except in the  case  of  a  statutory  merger,
13    shall  be  the  increased  amount  represented in this State,
14    determined in accordance with the provisions of this Section,
15    of its paid-in capital as disclosed by any report of issuance
16    of additional shares, or of an increase  in  paid-in  capital
17    without  the  issuance  of  shares,  or  of  an  exchange  or
18    reclassification  of  shares,  or  of  cumulative  changes in
19    paid-in capital.
20        (c)  Whenever a foreign corporation shall be a party to a
21    statutory merger and shall be the surviving corporation,  the
22    basis  for an additional franchise tax shall be the increased
23    amount represented in this State,  determined  in  accordance
24    with  the  provisions of this Section, of the paid-in capital
25    of the surviving corporation  immediately  after  the  merger
26    over  the  aggregate of the amounts represented in this State
27    of the paid-in capital of the merged corporations;  provided,
28    however,  the  basis  for  a further additional franchise tax
29    payable by the surviving corporation shall be  determined  in
30    accordance  with  the  provisions  of  this  Section,  on the
31    paid-in capital of each of the merged corporations  from  its
32    taxable year end to the next succeeding anniversary month or,
33    in the case of a corporation that has established an extended
 
                            -38-              LRB9214983BDdvA
 1    filing  month,  the  extended  filing  month of the surviving
 2    corporation; however if the taxable year ends  within  the  2
 3    month  period immediately preceding the anniversary month or,
 4    in the case of a corporation that has established an extended
 5    filing month, the extended  filing  month  of  the  surviving
 6    corporation,  the  tax  shall  be computed to the anniversary
 7    month or, in the case of a corporation that  has  established
 8    an  extended  filing  month, the extended filing month of the
 9    surviving corporation in the next succeeding calendar year.
10        (d)  The basis for the annual franchise tax payable by  a
11    foreign  corporation  shall be the amount represented in this
12    State, determined in accordance with the provisions  of  this
13    Section,  of its paid-in capital on the last day of the third
14    month preceding the anniversary month or, in the  case  of  a
15    corporation that has established an extended filing month, on
16    the  last  day of the corporation's fiscal year preceding the
17    extended filing month.
18        (e)  The amount represented in this State of the  paid-in
19    capital  of a foreign corporation shall be that proportion of
20    its paid-in capital that the sum of  (1)  the  value  of  its
21    property  located  in  this State and (2) the gross amount of
22    business transacted by it at or from places  of  business  in
23    this  State  bears  to the sum of (1) the value of all of its
24    property, wherever located, and (2) the gross amount  of  its
25    business, wherever transacted, except as follows:
26             (1)  If  the corporation elects in its annual report
27        in any year to pay its  franchise  tax  upon  its  entire
28        paid-in capital, all franchise taxes accruing against the
29        corporation  for  that  taxable  year  shall  be computed
30        accordingly until the corporation elects otherwise in  an
31        annual report for a subsequent year.
32             (2)  If  the  corporation  fails  to file its annual
33        report in any year within the  time  prescribed  by  this
34        Act, the proportion of its paid-in capital represented in
 
                            -39-              LRB9214983BDdvA
 1        this  State  shall  be  deemed  to  be its entire paid-in
 2        capital, unless its annual report is thereafter filed and
 3        its  franchise  taxes  are  thereafter  adjusted  by  the
 4        Secretary of State in accordance with the  provisions  of
 5        this  Act, in which case the proportion shall likewise be
 6        adjusted to the same proportion that would have prevailed
 7        if the corporation had filed its annual report within the
 8        time prescribed by this Act.
 9             (3)  In the case of a statutory merger that  becomes
10        effective  either prior to January 1, 1991 or on or prior
11        to  the  last  day  of  the  third  month  preceding  the
12        corporation's anniversary month in 1991,  the  amount  of
13        the  paid-in  capital  represented  in  this State of the
14        surviving corporation immediately after the merger, until
15        the filing of the next annual report of such corporation,
16        shall be deemed to be  that  proportion  of  the  paid-in
17        capital  of  the surviving corporation that the aggregate
18        amounts represented in this  State  of  the  sum  of  the
19        paid-in  capital  of  the merged corporations, separately
20        determined, bore to the total of the sum of  the  paid-in
21        capital  of  all  of  the merged corporations immediately
22        prior to the merger.
23        (f)  For increases in paid-in capital that  occur  either
24    prior  to  January  1, 1991 or on or prior to the last day of
25    the third month preceding the corporation's anniversary month
26    in 1991, the proportion  represented in  this  State  of  the
27    paid-in  capital of a foreign corporation shall be determined
28    from information contained in the latest annual report of the
29    corporation on file on the date the  particular  increase  in
30    paid-in  capital is shown to have been made, or, if no annual
31    report was  on  file  on  the  date  of  the  increase,  from
32    information  contained  in  its  application for authority to
33    transact business in this State, or, in case of a merger that
34    becomes effective either prior to January 1, 1991  or  on  or
 
                            -40-              LRB9214983BDdvA
 1    prior  to  the  last  day  of  the  third month preceding the
 2    surviving  corporation's  anniversary  month  in  1991,  from
 3    information  contained  in  the  report  of   the   surviving
 4    corporation  of  the  amount of its paid-in capital following
 5    the merger.  For changes in paid-in capital that occur  after
 6    both  December 31, 1990 and the last day of such third month,
 7    the proportion represented  in  this  State  of  the  paid-in
 8    capital of a corporation shall be determined from information
 9    contained  in the latest annual report of the corporation for
10    the taxable  period  in  which  the  particular  increase  in
11    paid-in  capital  is shown to have been made or, if no annual
12    report was  on  file  on  the  date  of  the  increase,  from
13    information  contained  in  its  application for authority to
14    transact business in Illinois.
15        (g)  No basis under  this  Section  may  consist  of  any
16    redeemable  preference  shares  sold  to  the  United  States
17    Secretary  of  Transportation  under  Sections 505 and 506 of
18    Public Law 94-210.
19        (h)  This Section shall not apply to  any  franchise  tax
20    due  for  any  taxable period ending on or after December 31,
21    2002 to which Article 15A applies.
22    (Source: P.A. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)

23        (805 ILCS 5/15.75) (from Ch. 32, par. 15.75)
24        Sec. 15.75.  Rate of franchise taxes payable  by  foreign
25    corporations.
26        (a)  The  annual  franchise  tax  payable by each foreign
27    corporation shall be computed at the rate of 1/12 of 1/10  of
28    1% for each calendar month or fraction thereof for the period
29    commencing  on the first day of July 1983 to the first day of
30    the anniversary month in 1984, but  in  no  event  shall  the
31    amount of the annual franchise tax be less than $2.083333 per
32    month  based  on  a  minimum  of  $25  per annum or more than
33    $83,333.333333 per month, thereafter,  the  annual  franchise
 
                            -41-              LRB9214983BDdvA
 1    tax  payable by each foreign corporation shall be computed at
 2    the rate of 1/10 of 1% for the 12-months'  period  commencing
 3    on  the first day of the anniversary month or, in the case of
 4    a corporation that has established an extended filing  month,
 5    the extended filing month of the corporation, but in no event
 6    shall the amount of the annual franchise tax be less than $25
 7    nor more than $1,000,000 per annum.
 8        (b)  The  annual  franchise  tax  payable by each foreign
 9    corporation at the time of filing a statement of election and
10    interim annual report shall be computed at the rate  of  1/10
11    of  1% for the 12 month period commencing on the first day of
12    the anniversary month of the corporation next  following  the
13    filing,  but  in  no  event  shall  the  amount of the annual
14    franchise tax be less than $25 nor more than  $1,000,000  per
15    annum.
16        (c)  The  annual  franchise  tax  payable  at the time of
17    filing the final transition annual report shall be an  amount
18    equal  to  (i) 1/12 of 1/10 of 1% per month of the proportion
19    of paid-in capital represented in this State as shown in  the
20    final  transition annual report multiplied by (ii) the number
21    of  months  commencing  with  the  anniversary   month   next
22    following  the filing of the statement of election until, but
23    excluding, the second extended filing month, less the  annual
24    franchise  tax  theretofore  paid  at  the time of filing the
25    statement of election, but in no event shall  the  amount  of
26    the  annual  franchise  tax  be less than $2.083333 per month
27    based  on  a  minimum  of  $25  per  annum   or   more   than
28    $83,333.333333 per month.
29        (d)  The  initial  franchise tax payable after January 1,
30    1983,  but  prior  to  January  1,  1991,  by  each   foreign
31    corporation  shall  be computed at the rate of 1/10 of 1% for
32    the 12 months' period commencing on  the  first  day  of  the
33    anniversary  month  in which the application for authority is
34    filed by the corporation under Section 13.15 of this Act, but
 
                            -42-              LRB9214983BDdvA
 1    in no event shall the franchise tax be less than $25 nor more
 2    than $1,000,000 per annum.  Except in the case of  a  foreign
 3    corporation  that  has begun transacting business in Illinois
 4    prior to January 1, 1991, the initial franchise  tax  payable
 5    on  or  after  January  1, 1991, by each foreign corporation,
 6    shall be computed at the rate of 15/100  of  1%  for  the  12
 7    month  period  commencing on the first day of the anniversary
 8    month in which the application for authority is filed by  the
 9    corporation  under Section 13.15 of this Act, but in no event
10    shall the franchise tax  be  less  than  $25  nor  more  than
11    $1,000,000 per annum plus 1/20 of 1% of the basis therefor.
12        (e)  Whenever  the  application  for  authority indicates
13    that the corporation commenced transacting business:
14             (1)  prior to January 1, 1991, the initial franchise
15        tax shall be computed at the rate of 1/12 of 1/10  of  1%
16        for each calendar month; or
17             (2)  after  December 31, 1990, the initial franchise
18        tax shall be computed at the rate of 1/12 of 15/100 of 1%
19        for each calendar month.
20        (f)  Each  additional  franchise  tax  payable  by   each
21    foreign  corporation for the period beginning January 1, 1983
22    through December 31, 1983 shall be computed at  the  rate  of
23    1/12  of  1/10  of  1%  for  each  calendar month or fraction
24    thereof between the date of each respective increase  in  its
25    paid-in capital and its anniversary month in 1984; thereafter
26    until  the  last day of the month that is both after December
27    31, 1990  and  the  third  month  immediately  preceding  the
28    anniversary  month  in  1991,  each  additional franchise tax
29    payable by each foreign corporation shall be computed at  the
30    rate  of  1/12  of  1/10  of  1%  for each calendar month, or
31    fraction  thereof,  between  the  date  of  each   respective
32    increase  in  its  paid-in  capital  and its next anniversary
33    month; however, if the increase occurs  within  the  2  month
34    period  immediately  preceding the anniversary month, the tax
 
                            -43-              LRB9214983BDdvA
 1    shall be computed  to  the  anniversary  month  of  the  next
 2    succeeding   calendar  year.  Commencing  with  increases  in
 3    paid-in capital that occur subsequent to  both  December  31,
 4    1990  and  the  last  day  of  the  third  month  immediately
 5    preceding  the  anniversary  month  in  1991,  the additional
 6    franchise tax payable  by  a  foreign  corporation  shall  be
 7    computed at the rate of 15/100 of 1%.
 8        (g)  This  Section  shall  not apply to any franchise tax
 9    due for any taxable period ending on or  after  December  31,
10    2002 to which Article 15A applies.
11    (Source: P.A. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)

12        (805 ILCS 5/Art. 15A heading new)
13                     ARTICLE 15A. FRANCHISE TAX

14        (805 ILCS 5/15A.05 new)
15        Sec.  15A.05.  Imposition  of  tax. Except as provided in
16    Section 15A.10, a franchise tax is imposed upon all  domestic
17    corporations  and  upon  any foreign corporations transacting
18    business  in   Illinois.   Unincorporated   associations   or
19    companies,  including  limited  liability  companies, are not
20    subject to the franchise tax.

21        (805 ILCS 5/15A.10 new)
22        Sec. 15A.10. Exempt corporations. No tax shall be imposed
23    upon exempt corporations.

24        (805 ILCS 5/15A.15 new)
25        Sec. 15A.15. Definitions. As used in  this  Article  15A,
26    unless  the  context  otherwise requires, the following words
27    and phrases  shall  have  the  meanings  set  forth  in  this
28    Section:
29        "Additional taxable capital" means:
30             (1)  the  difference,  if a positive number, between
 
                            -44-              LRB9214983BDdvA
 1        the taxable capital on the last day of the  corporation's
 2        taxable  period  and the taxable capital on the first day
 3        of the corporation's taxable period;
 4             (2)  in  the  case  of   a   domestic   or   foreign
 5        corporation that has not previously filed a franchise tax
 6        return, the taxable capital on the first day of the first
 7        taxable  period for which a franchise tax return is filed
 8        shall be deemed to be zero; or
 9             (3)  in the case of a merger or  consolidation,  the
10        additional  taxable  capital of the surviving corporation
11        in a merger or of the new corporation in a  consolidation
12        shall  be  the  the taxable capital of the corporation on
13        the last day of the taxable period minus the sum  of  the
14        taxable  capital of all the corporations that are parties
15        to the merger or consolidation as of the first day of the
16        corporations' taxable periods that include or end on  the
17        date  of the merger or consolidation. Solely for purposes
18        of this item (3), a corporation's taxable capital  as  of
19        the first day of its taxable period shall be deemed to be
20        zero  if  that  corporation  has  not  previously filed a
21        franchise tax return.
22        "Domestic corporation" means a corporation subject to the
23    provisions of this Act, except a foreign corporation.
24        "Due date" means the last day for filing an annual report
25    under Section 14.05 of this Act.
26        "Exempt corporation"  means  a  domestic  corporation  or
27    foreign  corporation  that  is  transacting  business in this
28    State, and that is a homestead association, building and loan
29    association,  thrift,  savings  and  loan  association,  bank
30    (including a banking corporation organized under the laws  of
31    another  state  or  of  the  United States, a foreign banking
32    corporation organized under the laws of a country other  than
33    the United States and holding a certificate of authority from
34    the  Commissioner of Banks and Real Estate issued pursuant to
 
                            -45-              LRB9214983BDdvA
 1    the Foreign Banking Office  Act,  or  a  banking  corporation
 2    holding  a  license  from  the Commissioner of Banks and Real
 3    Estate issued pursuant to  the  Foreign  Bank  Representative
 4    Office Act, or an insurance company (including a syndicate or
 5    limited  syndicate  regulated  under  Article  V  1/2  of the
 6    Illinois  Insurance  Code  or  a  member  of   a   group   of
 7    underwriters  regulated  under  Article  V  of  the  Illinois
 8    Insurance Code).
 9        "Foreign  corporation"  means a corporation organized for
10    profit under laws other than the laws of this State.
11        "Taxable capital" for a taxable period, at  the  election
12    of each corporation, shall be:
13             (1)  the  amount  calculated under subsection (j) of
14        Section 1.80 and under Section 9.20 of this Act;
15             (2)  the sum of (i) the capital stock and  (ii)  the
16        additional  paid-in  capital  as  reported on the balance
17        sheet included as part of the corporation's most recently
18        filed federal income tax return; or
19             (3)  the amount of paid-in capital, as  reported  on
20        the domestic or foreign corporation's most recently filed
21        annual financial statement to the Securities and Exchange
22        Commission or other appropriate regulatory authority, but
23        only  if the statement is prepared according to Generally
24        Accepted Accounting Principles.
25        A corporation shall elect a method of calculating taxable
26    capital on its first franchise tax return filed for a taxable
27    period ending on or after December  31,  2002.  The  election
28    shall  be  binding and may not be changed without the written
29    consent of the Secretary of State.

30        (805 ILCS 5/15A.20 new)
31        Sec. 15A.20. Basis of tax. The  franchise  tax  shall  be
32    imposed  upon  the  percentage of the taxable capital and the
33    additional taxable capital that is apportioned to this  State
 
                            -46-              LRB9214983BDdvA
 1    for the taxable period under Section 15A.25.

 2        (805 ILCS 5/15A.25 new)
 3        Sec. 15A.25. Apportionment formula. The percentage of the
 4    taxable  capital and additional taxable capital of a domestic
 5    or foreign corporation apportioned  to  this  State  for  the
 6    taxable  period shall be equal to the sum of (i) the value of
 7    the corporation's property located in this State and (ii) the
 8    gross amount of business transacted by the corporation at  or
 9    from  places of business in this State, divided by the sum of
10    (i) the value of all property wherever located and  (ii)  the
11    gross   amount   of   the  corporation's  business,  wherever
12    transacted, all as determined for the taxable period.

13        (805 ILCS 5/15A.30 new)
14        Sec. 15A.30. Rate of tax. The franchise  tax  imposed  by
15    this  Article  15A  shall be imposed at the rate of 0.1% of a
16    corporation's taxable capital apportioned to this  State  for
17    the  taxable  period  and 0.15% of a corporation's additional
18    taxable capital apportioned to this  State  for  the  taxable
19    period.

20        (805 ILCS 5/15A.35 new)
21        Sec.  15A.35.  Minimum  and  maximum  tax  liability. The
22    minimum franchise tax imposed upon  a  corporation's  taxable
23    capital  for  any  taxable  period  shall  be $25.  Except as
24    provided in Section 15A.40, the maximum franchise tax imposed
25    upon a corporation's taxable capital for any  taxable  period
26    shall  be  $1,000,000,  and the maximum franchise tax imposed
27    upon a  corporation's  additional  taxable  capital  for  any
28    taxable period shall be $1,000,000.

29        (805 ILCS 5/15A.40 new)
30        Sec.  15A.40. Taxable periods less than 12 months. If the
 
                            -47-              LRB9214983BDdvA
 1    taxable period of a domestic or foreign corporation  is  less
 2    than  12  months, the applicable rate of franchise tax on the
 3    taxable capital  and  additional  taxable  capital  shall  be
 4    one-twelfth   of   the   rate  provided  in  Section  15A.30,
 5    multiplied by the number of months, or part thereof,  in  the
 6    taxable  period. The maximum tax imposed upon a corporation's
 7    taxable capital shall be $83,333.33 multiplied by the  number
 8    of  months,  or  part thereof, in the taxable period, and the
 9    maximum tax imposed upon a corporation's  additional  taxable
10    capital  shall  be  $83,333.33  multiplied  by  the number of
11    months, or part thereof, in the taxable period.

12        (805 ILCS 5/15A.45 new)
13        Sec. 15A.45. Returns. A  separate  franchise  tax  return
14    must  be  made  by  a domestic or foreign corporation for any
15    taxable  period  that  the  corporation  is  liable  for  the
16    franchise tax imposed by this Article.

17        (805 ILCS 5/15A.50 new)
18        Sec. 15A.50. Due date  and  payment.  The  franchise  tax
19    return  for  a taxable period shall be filed on or before the
20    due date.  All franchise taxes for the taxable period must be
21    paid on or before the due date. For purposes of this  Article
22    15A,  a  return  is  timely  filed  if  (i)  it is physically
23    received by the Office of the Secretary of State on or before
24    the due date or (ii), if received by mail, it  is  postmarked
25    on or before the due date.

26        (805 ILCS 5/15A.55 new)
27        Sec.  15A.55.  Final  taxable  period. A corporation that
28    dissolves, liquidates, withdraws from this State, or has  its
29    corporate  existence  terminated in a merger or consolidation
30    shall not be obligated to  pay  any  franchise  tax  for  the
31    period  existing  from  the  end of its immediately preceding
 
                            -48-              LRB9214983BDdvA
 1    taxable period to the date of the  liquidation,  dissolution,
 2    withdrawal, or termination.

 3        (805 ILCS 5/15A.60 new)
 4        Sec.  15A.60.  Penalties and interest. A corporation that
 5    fails to file a franchise tax return and pay any tax  due  on
 6    or  before  the due date must pay (i) a penalty of 10% of the
 7    amount of delinquent franchise tax due and (ii)  interest  at
 8    the  rate  of  1%  per  month,  or  part  thereof,  until the
 9    delinquent amount is paid.

10        (805 ILCS 5/15A.65 new)
11        Sec. 15A.65. Application of  Article.  This  Article  15A
12    applies  to  all  taxable periods ending on or after December
13    31, 2002.

14        (805 ILCS 5/15A.70 new)
15        Sec.  15A.70.  Transition  rules.  In  order   to   avoid
16    duplication  or  overlap  in  the payment of franchise tax by
17    corporations that are currently  filing  annual  reports  and
18    paying  franchise  tax  under  Section 14.05 of this Act, any
19    amounts paid by a corporation under Sections 14.30  or  14.35
20    of  this  Act  that  reflect transactions occurring after the
21    date used to calculate paid-in capital on the  annual  report
22    filed  under  Section 14.05 of this Act for any period ending
23    after December 31, 2001 and before December 31,  2002,  shall
24    be credited against tax due on the first franchise tax return
25    filed under this Article 15A.

26        (805 ILCS 5/15.20 rep.)
27        (805 ILCS 5/15.25 rep.)
28        (805 ILCS 5/15.30 rep.)
29        (805 ILCS 5/15.50 rep.)
30        (805 ILCS 5/15.55 rep.)
 
                            -49-              LRB9214983BDdvA
 1        (805 ILCS 5/15.60 rep.)
 2        Section  10.   The  Business  Corporation  Act of 1983 is
 3    amended by repealing Sections  15.20,  15.25,  15.30,  15.50,
 4    15.55 and 15.60.

 5        Section  99.  Effective date.  This Act takes effect upon
 6    becoming law.
 
                            -50-              LRB9214983BDdvA
 1                                INDEX
 2               Statutes amended in order of appearance
 3    805 ILCS 5/1.80           from Ch. 32, par. 1.80
 4    805 ILCS 5/2.10           from Ch. 32, par. 2.10
 5    805 ILCS 5/6.25           from Ch. 32, par. 6.25
 6    805 ILCS 5/9.05           from Ch. 32, par. 9.05
 7    805 ILCS 5/9.20
 8    805 ILCS 5/10.30          from Ch. 32, par. 10.30
 9    805 ILCS 5/10.35          from Ch. 32, par. 10.35
10    805 ILCS 5/12.20          from Ch. 32, par. 12.20
11    805 ILCS 5/13.45          from Ch. 32, par. 13.45
12    805 ILCS 5/14.10          from Ch. 32, par. 14.10
13    805 ILCS 5/14.15          from Ch. 32, par. 14.15
14    805 ILCS 5/14.30          from Ch. 32, par. 14.30
15    805 ILCS 5/15.35          from Ch. 32, par. 15.35
16    805 ILCS 5/15.40          from Ch. 32, par. 15.40
17    805 ILCS 5/15.45          from Ch. 32, par. 15.45
18    805 ILCS 5/15.65          from Ch. 32, par. 15.65
19    805 ILCS 5/15.70          from Ch. 32, par. 15.70
20    805 ILCS 5/15.75          from Ch. 32, par. 15.75
21    805 ILCS 5/Art. 15A heading new
22    805 ILCS 5/15A.05 new
23    805 ILCS 5/15A.10 new
24    805 ILCS 5/15A.15 new
25    805 ILCS 5/15A.20 new
26    805 ILCS 5/15A.25 new
27    805 ILCS 5/15A.30 new
28    805 ILCS 5/15A.35 new
29    805 ILCS 5/15A.40 new
30    805 ILCS 5/15A.45 new
31    805 ILCS 5/15A.50 new
32    805 ILCS 5/15A.55 new
33    805 ILCS 5/15A.60 new
34    805 ILCS 5/15A.65 new
 
                            -51-              LRB9214983BDdvA
 1    805 ILCS 5/15A.70 new
 2    805 ILCS 5/15.20 rep.
 3    805 ILCS 5/15.25 rep.
 4    805 ILCS 5/15.30 rep.
 5    805 ILCS 5/15.50 rep.
 6    805 ILCS 5/15.55 rep.
 7    805 ILCS 5/15.60 rep.

[ Top ]