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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.