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Public Act 102-0282 | ||||
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AN ACT concerning business.
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Be it enacted by the People of the State of Illinois,
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represented in the General Assembly:
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Section 5. The Business Corporation Act of 1983 is amended | ||||
by changing Sections 7.05, 7.15, 7.30, 11.39, 15.10, 15.35, | ||||
and 15.97 and by adding Section 14.13 as follows:
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(805 ILCS 5/7.05) (from Ch. 32, par. 7.05)
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Sec. 7.05. Meetings of shareholders. Meetings of | ||||
shareholders may be held either within or
without
this State, | ||||
as may be provided in the by-laws or in a resolution of the
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board of directors pursuant to authority granted in the | ||||
by-laws. In the
absence of any such provision, all meetings | ||||
shall be held at the principal registered
office of the | ||||
corporation in this State.
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An annual meeting of the shareholders shall be held at | ||||
such time as may
be provided in the by-laws or in a resolution | ||||
of the board of directors
pursuant to authority granted in the | ||||
by-laws. Failure to hold the annual
meeting at the designated | ||||
time shall not work a forfeiture or dissolution
of the | ||||
corporation nor affect the validity of corporate action. If an | ||||
annual
meeting has not been held within the earlier of six | ||||
months after the end
of the corporation's fiscal year or | ||||
fifteen months after its last annual
meeting and if, after a |
request in writing directed to the president of
the | ||
corporation, a notice of meeting is not given within 60 days of | ||
such
request, then any shareholder entitled to vote at an | ||
annual meeting may
apply to the circuit court of the county in | ||
which the registered office
or principal place of business of | ||
the corporation is located for an order
directing that the | ||
meeting be held and fixing the time and place of the
meeting. | ||
The court may issue such additional orders as may be necessary
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or appropriate for the holding of the meeting.
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Unless specifically prohibited by the articles of | ||
incorporation or by-laws,
a corporation may allow shareholders | ||
to participate in and act at any meeting
of the shareholders
by | ||
means of remote communication, including, but not limited to, | ||
through the use of a conference telephone or interactive | ||
technology, including
but not limited to electronic | ||
transmission, or Internet usage, or remote
communication, by | ||
means of which all persons participating in the meeting can
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communicate with each other. Shareholders participating in a | ||
shareholders' meeting by means of remote communication shall | ||
be deemed present and may vote at such a meeting if the | ||
corporation has implemented reasonable measures: | ||
(1) to verify that each person participating remotely | ||
as a shareholder is a shareholder; and | ||
(2) to provide to such shareholders a reasonable | ||
opportunity to participate in the meeting and to vote on | ||
matters submitted to the shareholders, including the |
opportunity to communicate and to read or hear the | ||
proceedings of the meeting. | ||
A shareholder entitled to vote at a meeting of the | ||
shareholders shall be permitted to attend the meeting where | ||
space permits (in the case of a meeting at a place) , and | ||
subject to the corporation's by-laws and rules governing the | ||
conduct of the meeting and the power of the chairman to | ||
regulate the orderly conduct of the meeting. Participation in | ||
such meeting shall constitute
attendance and presence in | ||
person at the meeting of the person or persons so
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participating.
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Special meetings of the shareholders may be called by the | ||
president, by
the board of directors, by the holders of not | ||
less than one-fifth of all
the outstanding shares entitled to | ||
vote on the matter for which the meeting
is called or by such | ||
other officers or persons as may be provided in the
articles of | ||
incorporation or the by-laws. Only business within the purpose | ||
or purposes described in the meeting notice required by | ||
Section 7.15 may be conducted at a special meeting of | ||
shareholders.
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If the special meeting is called by the shareholders, one | ||
or more written demands by the holders of the requisite number | ||
of votes to be cast on an issue proposed to be considered at | ||
the proposed special meeting must be signed, dated, and | ||
delivered to the corporation describing the purpose or | ||
purposes for which the proposed special meeting is to be held. |
No written demand by a shareholder for a special meeting shall | ||
be effective unless, within 60 days of the earliest date on | ||
which such a demand delivered to the corporation as required | ||
by this Section was signed, written demands signed by | ||
shareholders holding at least the percentage of votes | ||
specified in or fixed in accordance with the preceding | ||
paragraph of this Section have been delivered to the | ||
corporation. Unless otherwise provided in the articles of | ||
incorporation, a written demand by a shareholder for a special | ||
meeting may be revoked by a writing to that effect received by | ||
the corporation before the receipt by the corporation of | ||
demands from shareholders sufficient in number to require the | ||
holding of a special meeting. The record date for determining | ||
shareholders entitled to demand a special meeting shall be the | ||
first date on which a signed shareholder demand is delivered | ||
to the corporation. | ||
Unless the by-laws require the meeting of shareholders to | ||
be held at a place, the board of directors may determine that | ||
any meeting of the shareholders shall not be held at any place | ||
and shall instead be held solely by means of remote | ||
communication, but only if the corporation implements the | ||
measures specified in items (1) and (2) of this Section. | ||
(Source: P.A. 94-655, eff. 1-1-06.)
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(805 ILCS 5/7.15) (from Ch. 32, par. 7.15)
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Sec. 7.15. Notice of shareholders' meetings. Written |
notice stating the place, if any, day, and hour of the
meeting , | ||
and the means of remote communication, if any, by which | ||
shareholders may be deemed to be present in person and vote at | ||
such meeting, and, in the case of a special meeting, the | ||
purpose or purposes for
which the meeting is called, shall be | ||
delivered not less than 10 nor more
than 60 days before the | ||
date of the meeting, or in the case of a merger,
consolidation, | ||
share exchange, dissolution or sale, lease or exchange of
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assets not less than 20 nor more than 60 days before the
date | ||
of the meeting, either personally or by mail, by or at the | ||
direction
of the president, or the secretary, or the officer | ||
or persons calling the
meeting, to each shareholder of record | ||
entitled to vote at such meeting. If
mailed, such notice shall | ||
be deemed to be delivered when deposited in the
United States | ||
mail addressed to the shareholder at his or her address as it
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appears on the records of the corporation, with postage | ||
thereon prepaid.
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(Source: P.A. 83-1025.)
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(805 ILCS 5/7.30) (from Ch. 32, par. 7.30)
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Sec. 7.30. Voting lists. The officer or agent having | ||
charge of the transfer book for shares of a
corporation shall | ||
make, within 20 days after the record date for a meeting
of | ||
shareholders or 10 days before such meeting, whichever is | ||
earlier,
a complete list of the shareholders entitled to vote | ||
at such
meeting, arranged in alphabetical order, with the |
address of and the number
of shares held by each, which list, | ||
for a period of 10 days prior to such
meeting, shall be kept on | ||
file at the registered office of the corporation
and shall be | ||
subject to inspection by any shareholder, and to copying at
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the shareholder's expense, at the registered office of the | ||
corporation at any time during
usual business hours or on a | ||
reasonably accessible electronic network, at the corporation's | ||
election. If the corporation determines to make the list | ||
available on an electronic network, the corporation may take | ||
reasonable steps to ensure that such information is available | ||
only to shareholders of the corporation . Such list shall also | ||
be produced and kept open at the
time and place of the meeting , | ||
or on a reasonably accessible electronic network if the | ||
meeting will be held solely by means of remote communication, | ||
and shall be subject to the inspection of any
shareholder | ||
during the whole time of the meeting. The original share | ||
ledger
or transfer book, or a duplicate thereof kept in this | ||
State, shall be prima
facie evidence as to who are the | ||
shareholders entitled to examine such list
or share ledger or | ||
transfer book or to vote at any meeting of shareholders.
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Failure to comply with the requirements of this Section | ||
shall not affect
the validity of any action taken at such | ||
meeting.
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An officer or agent having charge of the transfer books | ||
who shall fail
to prepare the list of shareholders, or keep the | ||
same on file for a period
of 10 days, or produce and keep the |
same open for inspection at the
meeting, as provided in this | ||
Section, shall be liable to any shareholder
suffering damage | ||
on account of such failure, to the extent of such damage.
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(Source: P.A. 83-1025.)
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(805 ILCS 5/11.39)
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Sec. 11.39.
Merger of domestic corporation and limited | ||
liability entities
company .
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(a) Any one or more domestic corporations may merge with | ||
or into one
or more limited liability entities companies of | ||
this State, any other state or
states of the
United States, or | ||
the District of Columbia, if the laws of the other state
or | ||
states
or the District of Columbia permit the merger. The | ||
domestic corporation or
corporations and the limited liability | ||
entity or entities company or companies may merge with or
into | ||
a corporation, which may be any one of these corporations, or | ||
they may
merge
with or into a limited liability entity | ||
company , which may be any one of these limited
liability | ||
entities
companies , which shall be a domestic corporation or | ||
limited liability entity company
of this
State, any other | ||
state of the United States, or the District of Columbia,
which
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permits the merger pursuant to a plan of merger complying with | ||
and approved in
accordance with this Section.
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(b) The plan of merger must set forth the following:
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(1) The names of the domestic corporation or | ||
corporations and limited
liability entity or entities |
company or companies proposing to merge and the name of | ||
the domestic
corporation or limited liability entity | ||
company into which they propose to merge,
which is
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designated as the surviving entity.
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(2) The terms and conditions of the proposed merger | ||
and the mode of
carrying the same into effect.
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(3) The manner and basis of converting the shares of | ||
each
domestic corporation and the interests of each | ||
limited liability entity company
into
shares, interests, | ||
obligations, other securities of the surviving entity or
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into cash or
other property or any combination of the | ||
foregoing.
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(4) In the case of a merger in which a domestic | ||
corporation is the
surviving entity, a statement of any | ||
changes in the articles of incorporation
of the
surviving | ||
corporation to be effected by the merger.
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(5) Any other provisions with respect to the proposed | ||
merger that are
deemed necessary or desirable, including | ||
provisions, if any, under which the
proposed merger may be | ||
abandoned prior to the filing of the articles of merger
by
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the Secretary of State of this State.
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(c) The plan required by subsection (b) of this Section | ||
shall be adopted and
approved
by the constituent corporation | ||
or corporations in the same manner as is
provided in
Sections | ||
11.05, 11.15, and 11.20 of this Act and, in the case of a | ||
limited
liability
entity company , in accordance with the terms |
of its operating or partnership agreement, if any, and
in
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accordance with the laws under which it was formed.
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(d) Upon this approval, articles of merger shall be | ||
executed by each
constituent corporation and limited liability | ||
entity company and filed with the
Secretary of State. The | ||
merger shall become
effective for all purposes of the laws of | ||
this State when and as provided in
Section
11.40 of this Act | ||
with respect to the merger of corporations of this State.
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(e) If the surviving entity is to be governed by the laws | ||
of the District of
Columbia or any state other than this State, | ||
it shall file with the
Secretary of
State of this State an | ||
agreement that it may be served with process in this
State in
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any proceeding for enforcement of any obligation of any | ||
constituent corporation
or
limited liability entity company of | ||
this State, as well as for enforcement of any
obligation of
the | ||
surviving corporation or limited liability entity company | ||
arising from the merger,
including any suit or other | ||
proceeding to enforce the shareholders right to
dissent as
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provided in Section 11.70 of this Act, and shall irrevocably | ||
appoint the
Secretary of
State of this State as its agent to | ||
accept service of process in any such suit
or other
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proceedings.
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(f) Section 11.50 of this Act shall, insofar as it is | ||
applicable, apply to
mergers between domestic corporations and | ||
limited liability entities companies .
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(g) In any merger under this Section, the surviving entity |
shall not
engage in any business or exercise any power that a | ||
domestic corporation or
domestic limited liability entity | ||
company may not otherwise engage in or exercise in
this State. | ||
Furthermore, the surviving entity shall be governed by the
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ownership and control restrictions in Illinois law applicable | ||
to that type of
entity.
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(Source: P.A. 96-1121, eff. 1-1-11.)
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(805 ILCS 5/14.13 new) | ||
Sec. 14.13. Report of interim changes of domestic or | ||
foreign corporations. Any corporation, domestic or foreign, | ||
may report interim changes in the name, address, or both of its | ||
officers and directors, its principal office, or its | ||
minority-owned business status by filing a report under this | ||
Section containing the following information: | ||
(1) The name of the corporation. | ||
(2) The address, including street and number, or
rural | ||
route number, of its registered office in this State, and | ||
the name of its registered agent at that address. | ||
(3) The address, including street and number, or
rural | ||
route number, of its principal office. | ||
(4) The names and respective addresses, including
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street and number, or rural route number, of its directors | ||
and officers. | ||
A statement, including the basis therefor, of
status as a | ||
minority-owned business or as a women-owned business as those |
terms are defined in the Business Enterprise for Minorities, | ||
Women, and Persons with Disabilities Act. | ||
The interim report of changes shall be made on forms | ||
prescribed and furnished by the Secretary of State and shall | ||
be executed by the corporation by its president, a | ||
vice-president, secretary, assistant secretary, treasurer, or | ||
other officer duly authorized by the board of directors of the | ||
corporation to execute those reports, and verified by him or | ||
her, or, if the corporation is in the hands of a receiver or | ||
trustee, it shall be executed on behalf of the corporation and | ||
verified by the receiver or trustee.
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(805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
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Sec. 15.10. Fees for filing documents. The Secretary of | ||
State shall charge and collect for:
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(a) Filing articles of incorporation, $150.
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(b) Filing articles of amendment, $50, unless the | ||
amendment is a
restatement
of the articles of
incorporation, | ||
in which case the fee shall be $150.
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(c) Filing articles of merger or consolidation, $100, but | ||
if the merger or
consolidation involves more than 2 | ||
corporations, $50 for each
additional corporation.
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(d) Filing articles of share exchange, $100.
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(e) Filing articles of dissolution, $5.
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(f) Filing application to reserve a corporate name, $25.
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(g) Filing a notice of transfer of a reserved corporate |
name, $25.
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(h) Filing statement of change of address of registered | ||
office or
change of registered agent, or both, $25.
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(i) Filing statement of the establishment of a series of | ||
shares,
$25.
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(j) Filing an application of a foreign corporation for | ||
authority to transact
business in this State, $150.
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(k) Filing an application of a foreign corporation for | ||
amended authority to
transact business in this State, $25.
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(l) Filing a copy of amendment to the articles of | ||
incorporation of a
foreign corporation holding authority to | ||
transact
business in this State, $50, unless the amendment is | ||
a restatement
of
the articles of incorporation, in which case | ||
the fee shall be $150.
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(m) Filing a copy of articles of merger of a foreign | ||
corporation
holding a certificate of authority to transact | ||
business in this State,
$100, but if the merger involves more | ||
than 2 corporations, $50 for each
additional corporation.
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(n) Filing an application for withdrawal and final report | ||
or a copy of
articles of dissolution of a foreign corporation, | ||
$25.
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(o) Filing an annual report, interim annual report, or | ||
final transition
annual report of a domestic or foreign | ||
corporation, $75.
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(p) Filing an application for reinstatement of a domestic | ||
or a foreign
corporation, $200.
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(q) Filing an application for use of an assumed corporate | ||
name, $150 for
each year or part thereof
ending in 0 or 5, $120 | ||
for each year or part thereof ending in 1 or 6, $90
for each | ||
year or part thereof ending in 2 or 7, $60 for each year or | ||
part
thereof ending in 3 or 8, $30 for each year or part | ||
thereof ending in 4 or 9,
between the date of filing
the | ||
application and the date of the renewal of the assumed | ||
corporate name;
and a renewal fee for each assumed corporate | ||
name, $150.
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(r) To change an assumed corporate name for the period | ||
remaining until
the renewal date of the original assumed name, | ||
$25.
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(s) Filing an application for cancellation of an assumed | ||
corporate name, $5.
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(t) Filing an application to register the corporate name | ||
of a foreign
corporation, $50; and an annual renewal fee for | ||
the registered name, $50.
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(u) Filing an application for cancellation of a registered | ||
name of a
foreign corporation, $25.
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(v) Filing a statement of correction, $50.
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(w) Filing a petition for refund or adjustment, $5.
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(x) Filing a statement of election of an extended filing | ||
month, $25.
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(y) Filing a report of interim changes, $50. | ||
(z) Filing any other statement or report, $5.
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(Source: P.A. 95-331, eff. 8-21-07.)
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(805 ILCS 5/15.35) (from Ch. 32, par. 15.35)
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(Section scheduled to be repealed on December 31, 2025)
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Sec. 15.35. Franchise taxes payable by domestic | ||
corporations. For the privilege of exercising its franchises | ||
in this State, each
domestic corporation shall pay to the | ||
Secretary of State the following
franchise taxes, computed on | ||
the basis, at the rates and for the periods
prescribed in this | ||
Act:
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(a) An initial franchise tax at the time of filing its | ||
first report of
issuance of shares.
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(b) An additional franchise tax at the time of filing | ||
(1) a report of
the issuance of additional shares, or (2) a | ||
report of an increase in paid-in
capital without the | ||
issuance of shares, or (3) an amendment to the articles
of | ||
incorporation or a report of cumulative changes in paid-in | ||
capital,
whenever any amendment or such report discloses | ||
an increase in its paid-in
capital over the amount thereof | ||
last reported in any document, other than
an annual | ||
report, interim annual report or final transition annual | ||
report
required by this Act to be filed in the office of | ||
the Secretary of State.
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(c) An additional franchise tax at the time of filing | ||
a report of paid-in
capital following a statutory merger | ||
or consolidation, which discloses that
the paid-in capital | ||
of the surviving or new corporation immediately after
the |
merger or consolidation is greater than the sum of the | ||
paid-in capital
of all of the merged or consolidated | ||
corporations as last reported
by them in any documents, | ||
other than annual reports, required by this Act
to be | ||
filed in the office of the Secretary of State; and in | ||
addition, the
surviving or new corporation shall be liable | ||
for a further additional franchise
tax on the paid-in | ||
capital of each of the merged or consolidated
corporations | ||
as last reported by them in any document, other than an | ||
annual
report, required by this Act to be filed with the | ||
Secretary of State from
their taxable year end to the next | ||
succeeding anniversary month or, in
the case of a | ||
corporation which has established an extended filing | ||
month,
the extended filing month of the surviving or new | ||
corporation; however if
the taxable year ends within the | ||
2-month 2 month period immediately preceding the
| ||
anniversary month or, in the case of a corporation which | ||
has established an
extended filing month, the extended | ||
filing month of the surviving or new
corporation the tax | ||
will be computed to the anniversary month or, in the
case | ||
of a corporation which has established an extended filing | ||
month, the
extended filing month of the surviving or new | ||
corporation in the next
succeeding calendar year.
| ||
(d) An annual franchise tax payable each year with the | ||
annual report
which the corporation is required by this | ||
Act to file.
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(e) On or after January 1, 2020 and prior to January 1, | ||
2021, the first $30 in liability is exempt from the tax imposed | ||
under this Section. On or after January 1, 2021 and prior to | ||
January 1, 2022, the first $1,000 in liability is exempt from | ||
the tax imposed under this Section. On or after January 1, 2022 | ||
and prior to January 1, 2023, the first $10,000 in liability is | ||
exempt from the tax imposed under this Section. On or after | ||
January 1, 2023 and prior to January 1, 2024, the first | ||
$100,000 in liability is exempt from the tax imposed under | ||
this Section. The provisions of this Section shall not require | ||
the payment of any franchise tax that would otherwise have | ||
been due and payable on or after January 1, 2024. There shall | ||
be no refunds or proration of franchise tax for any taxes due | ||
and payable on or after January 1, 2024 on the basis that a | ||
portion of the corporation's taxable year extends beyond | ||
January 1, 2024. Public Act 101-9 This amendatory Act of the | ||
101st General Assembly shall not affect any right accrued or | ||
established, or any liability or penalty incurred prior to | ||
January 1, 2024. | ||
(f) This Section is repealed on December 31, 2024 2025 . | ||
(Source: P.A. 101-9, eff. 6-5-19; revised 7-18-19.)
| ||
(805 ILCS 5/15.97) (from Ch. 32, par. 15.97)
| ||
(Section scheduled to be repealed on December 31, 2022)
| ||
Sec. 15.97. Corporate Franchise Tax Refund Fund.
| ||
(a) Beginning July 1, 1993, a percentage of the amounts |
collected
under Sections 15.35, 15.45, 15.65, and 15.75 of | ||
this Act shall be
deposited into the Corporate Franchise Tax | ||
Refund Fund, a special Fund
hereby created in the State | ||
treasury. From July 1, 1993, until December 31,
1994, there | ||
shall be deposited into the Fund 3% of the amounts received
| ||
under those Sections. Beginning January 1, 1995, and for each | ||
fiscal year
beginning thereafter, 2% of the amounts collected | ||
under those Sections
during the preceding fiscal year shall be | ||
deposited into the Fund.
| ||
(b) Beginning July 1, 1993, moneys in the Fund shall be | ||
expended
exclusively for the purpose of paying refunds payable | ||
because of overpayment
of franchise taxes, penalties, or | ||
interest under Sections 13.70, 15.35,
15.45, 15.65, 15.75, and | ||
16.05 of this
Act and making transfers authorized under this | ||
Section. Refunds in
accordance with the provisions of | ||
subsections (f) and (g) of Section 1.15
and Section 1.17 of | ||
this Act may be made from the Fund only to the extent that
| ||
amounts collected under Sections 15.35, 15.45, 15.65, and | ||
15.75 of this Act
have been deposited in the Fund and remain | ||
available. On or before August 31 of each year, the balance in | ||
the Fund in excess of $100,000 shall be transferred to the | ||
General Revenue Fund. Notwithstanding the provisions of this | ||
subsection, for the period commencing on or after July 1, | ||
2022, amounts in the fund shall not be transferred to the | ||
General Revenue Fund and shall be used to pay refunds in | ||
accordance with the provisions of this Act. Within a |
reasonable time after December 31, 2022, the Secretary of | ||
State shall direct and the Comptroller shall order transferred | ||
to the General Revenue Fund all amounts remaining in the fund.
| ||
(c) This Act shall constitute an irrevocable and | ||
continuing
appropriation from the Corporate Franchise Tax | ||
Refund Fund for the purpose
of paying refunds upon the order of | ||
the Secretary of State in accordance
with the provisions of | ||
this Section.
| ||
(d) This Section is repealed on December 31, 2024 2022 . | ||
(Source: P.A. 101-9, eff. 6-5-19.)
| ||
Section 10. The Benefit Corporation Act is amended by | ||
changing Sections 1.10 and 2.01 as follows: | ||
(805 ILCS 40/1.10)
| ||
Sec. 1.10. Definitions. As used in this Act, unless the | ||
context otherwise requires, the words and phrases defined in | ||
this Section shall have the meanings set forth herein. | ||
"Benefit corporation" means a corporation organized under | ||
the Business Corporation Act of 1983 or a foreign benefit | ||
corporation organized under the laws of another state, | ||
authorized to transact business in this State, and :
| ||
(1) which has elected to become subject to this Act; | ||
and
| ||
(2) whose status as a benefit corporation has not been | ||
terminated under Section 2.10.
|
"Benefit director" means either:
| ||
(1) the director designated as the benefit director of | ||
a benefit corporation under Section 4.05; or
| ||
(2) a person with one or more of the powers, duties, or | ||
rights of a benefit director to the extent provided in the | ||
bylaws pursuant to Section 4.05.
| ||
"Benefit enforcement proceeding" means a claim or action | ||
for:
| ||
(1) the failure of a benefit corporation to pursue or | ||
create general public benefit or a specific public benefit | ||
set forth in its articles of incorporation; or
| ||
(2) a violation of an obligation, duty, or standard of | ||
conduct under this Act.
| ||
"Benefit officer" means the individual designated as the | ||
benefit officer of a benefit corporation under Section 4.15.
| ||
"General public benefit" means a material positive impact | ||
on society and the environment, taken as a whole, assessed | ||
against a third-party standard, from the business and | ||
operations of a benefit corporation.
| ||
"Independent" means having no material relationship with a | ||
benefit corporation or a subsidiary of the benefit | ||
corporation. A person serving as benefit director or benefit | ||
officer may be considered independent. For the purposes of | ||
this definition, a percentage of ownership in an entity shall | ||
be calculated as if all outstanding rights to acquire equity | ||
interests in the entity have been exercised. A material |
relationship between a person and a benefit corporation or any | ||
of its subsidiaries will be conclusively presumed to exist if:
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(1) the person is, or has been within the last 3 years, | ||
an employee other than a benefit officer of the benefit | ||
corporation or a subsidiary of the benefit corporation;
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(2) an immediate family member of the person is, or | ||
has been within the last 3 years, an executive officer | ||
other than a benefit officer of the benefit corporation or | ||
its subsidiaries;
or | ||
(3) there is beneficial or record ownership of 5% or | ||
more of the outstanding shares of the benefit corporation | ||
by:
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(A) the person; or
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(B) an entity:
| ||
(i) of which the person is a director, an | ||
officer, or a manager; or
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(ii) in which the person owns beneficially or | ||
of record 5% or more of the outstanding equity | ||
interests.
| ||
"Minimum status vote" means that:
| ||
(1) in the case of a corporation, in addition to any | ||
other approval or vote required by the Business | ||
Corporation Act of 1983, the bylaws, or the articles of | ||
incorporation:
| ||
(A) the shareholders of every class or series | ||
shall be entitled to vote on the corporate action |
regardless of a limitation stated in the articles of | ||
incorporation or bylaws on the voting rights of any | ||
class or series; and
| ||
(B) the corporate action shall be approved by vote | ||
of the outstanding shares of each class or series | ||
entitled to vote by at least two-thirds of the votes | ||
that all shareholders of the class or series are | ||
entitled to cast on the action; and
| ||
(2) in the case of an entity organized under the laws | ||
of this State that is not a corporation, in addition to any | ||
other approval, vote, or consent required by the statutory | ||
law, if any, that principally governs the internal affairs | ||
of the entity or any provision of the publicly filed | ||
record or document required to form the entity, if any, or | ||
of any agreement binding on some or all of the holders of | ||
equity interests in the entity:
| ||
(A) the holders of every class or series of equity | ||
interest in the entity that are entitled to receive a | ||
distribution of any kind from the entity shall be | ||
entitled to vote on or consent to the action | ||
regardless of any otherwise applicable limitation on | ||
the voting or consent rights of any class or series; | ||
and
| ||
(B) the action must be approved by a vote or | ||
consent of at least two-thirds of such holders.
| ||
"Specific public benefit" means:
|
(1) providing low-income or underserved individuals or | ||
communities with beneficial products or services;
| ||
(2) promoting economic opportunity for individuals or | ||
communities beyond the creation of jobs in the ordinary | ||
course of business;
| ||
(3) preserving the environment;
| ||
(4) improving human health;
| ||
(5) promoting the arts, sciences or advancement of | ||
knowledge;
| ||
(6) increasing the flow of capital to entities with a | ||
public benefit purpose; or
| ||
(7) the accomplishment of any other particular benefit | ||
for society or the environment.
| ||
"Subsidiary" of a person means an entity in which the | ||
person owns beneficially or of record 50% or more of the | ||
outstanding equity interests. For the purposes of this | ||
subsection, a percentage of ownership in an entity shall be | ||
calculated as if all outstanding rights to acquire equity | ||
interests in the entity have been exercised.
| ||
"Third-party standard" means a standard for defining, | ||
reporting, and assessing overall corporate, social, and | ||
environmental performance that:
| ||
(1) is a comprehensive assessment of the impact of the | ||
business and the business' operations upon the | ||
considerations listed in subdivisions (a)(1)(B) through | ||
(a)(1)(E) of Section 4.01; |
(2) is developed by an entity that has no material | ||
financial relationship with the benefit corporation or any | ||
of its subsidiaries; | ||
(3) is developed by an entity that is not materially | ||
financed by any of the following organizations and not | ||
more than one-third of the members of the governing body | ||
of the entity are representatives of:
| ||
(A) associations of businesses operating in a | ||
specific industry, the performance of whose members is | ||
measured by the standard;
| ||
(B) businesses from a specific industry or an | ||
association of businesses in that industry; or
| ||
(C) businesses whose performance is assessed | ||
against the standard; and
| ||
(4) is developed by an entity that:
| ||
(A) accesses necessary and appropriate expertise | ||
to assess overall corporate social and environmental | ||
performance; and
| ||
(B) uses a balanced multi-stakeholder approach, | ||
including a public comment period of at least 30 days | ||
to develop the standard; and
| ||
(5) makes the following information regarding the | ||
standard publicly available:
| ||
(A) the factors considered when measuring the | ||
overall social and environmental performance of a | ||
business and the relative weight, if any, given to |
each of those factors;
| ||
(B) the identity of the directors, officers, any | ||
material owners, and the governing body of the entity | ||
that developed, and controls revisions to, the | ||
standard, and the process by which
revisions to the | ||
standard and changes to the membership of the | ||
governing body are made; and | ||
(C) an accounting of the sources of financial | ||
support for the entity, with sufficient detail to | ||
disclose any relationships that could reasonably be | ||
considered to present a potential conflict of | ||
interest.
| ||
(Source: P.A. 97-885, eff. 1-1-13.) | ||
(805 ILCS 40/2.01)
| ||
Sec. 2.01. Formation of benefit corporations. A benefit | ||
corporation must be formed in accordance with Article 2 of the | ||
Business Corporation Act of 1983 or be a foreign benefit | ||
corporation organized under the laws of another state and | ||
authorized to transact business in this State . In addition to | ||
the formation requirements of that Act, the articles of | ||
incorporation of a benefit corporation must state that it is a | ||
benefit corporation in accordance with the provisions of this | ||
Article.
| ||
(Source: P.A. 97-885, eff. 1-1-13.) |
Section 13. The Limited Liability Company Act is amended | ||
by adding Sections 35-22 and 45-70 as follows: | ||
(805 ILCS 180/35-22 new) | ||
Sec. 35-22. Revocation of termination. | ||
(a) A limited liability company may revoke its termination | ||
within 90 days after the effective date of termination if the | ||
limited liability company has not begun to distribute its | ||
assets or has not commenced a proceeding for court supervision | ||
of its winding up under Section 35-4. | ||
(b) The limited liability company members or managers may | ||
revoke the termination if a majority of members or managers, | ||
respectively, approve the revocation. | ||
(c) Within 90 days after the termination has been revoked | ||
by the limited liability company, articles of revocation of | ||
termination shall be executed and filed in duplicate in | ||
accordance with Section 5-45 and shall set forth: | ||
(1) The name of the limited liability company. | ||
(2) The effective date of the termination that was | ||
revoked. | ||
(3) A statement that the limited liability company has | ||
not begun to distribute its assets nor has it commenced a | ||
proceeding for court supervision of its winding up. | ||
(4) The date the revocation of termination was
| ||
authorized. | ||
(5) A statement that the limited liability company |
members or managers revoked the termination. | ||
(d) When the provisions of this Section have been complied | ||
with, the Secretary of State shall endorse the word "Filed" on | ||
the duplicate copy of the articles of revocation of | ||
termination. Failure of the limited liability company to file | ||
the articles of revocation of termination within the time | ||
period required in subsection (c) shall not be grounds for the | ||
Secretary of State to reject the filing, but the limited | ||
liability company filing beyond the time period shall pay a | ||
penalty as prescribed by this Act. | ||
(e) The revocation of termination is effective on the date | ||
of filing thereof by the Secretary of State and shall relate | ||
back and take effect as of the date of termination and the | ||
limited liability company may resume carrying on business as | ||
if termination had never occurred. | ||
(805 ILCS 180/45-70 new) | ||
Sec. 45-70. Reinstatement following termination. | ||
(a) A voluntarily terminated limited liability company may | ||
be reinstated by the Secretary of State following the date of | ||
issuance of the notice of termination upon: | ||
(1) The filing of an application for reinstatement. | ||
(2) The filing with the Secretary of State by the | ||
limited liability company of all reports then due and | ||
theretofore becoming due. | ||
(3) The payment to the Secretary of State of all fees |
and penalties then due and theretofore becoming due. | ||
(b) The application for reinstatement shall be executed | ||
and filed in duplicate in accordance with Section 5-45 of this | ||
Act and shall set forth all of the following: | ||
(1) The name of the limited liability company at the | ||
time of the issuance of the notice of termination. | ||
(2) If the name is not available for use as determined | ||
by the Secretary of State at the time of filing the | ||
application for reinstatement, the name of the limited | ||
liability company as changed, provided that any change of | ||
name is properly effected under Section 1-10 and Section | ||
5-25 of this Act. | ||
(3) The date of issuance of the notice of termination. | ||
(4) The address, including street and number or rural | ||
route number, of the registered office of the limited | ||
liability company upon reinstatement thereof and the name | ||
of its registered agent at that address upon the | ||
reinstatement of the limited liability company, provided | ||
that any change from either the registered office or the | ||
registered agent at the time of termination is properly | ||
reported under Section 1-35 of this Act. | ||
(c) When a terminated limited liability company has | ||
complied with the provisions of the Section, the Secretary of | ||
State shall file the application for reinstatement. | ||
(d) Upon the filing of the application for reinstatement, | ||
the existence of the limited liability company shall be deemed |
to have continued without interruption from the date of the | ||
issuance of the notice of termination, and the limited | ||
liability company shall stand revived with the powers, duties, | ||
and obligations as if it had not been terminated. All acts and | ||
proceedings of its members, managers, officers, employees, and | ||
agents, acting or purporting to act in that capacity, and | ||
which would have been legal and valid but for the termination, | ||
shall stand ratified and confirmed. | ||
(e) Without limiting the generality of subsection (d), | ||
upon the filing of the application for reinstatement, no | ||
member, manager, or officer shall be personally liable for the | ||
debts and liabilities of the limited liability company | ||
incurred during the period of termination by reason of the | ||
fact that the limited liability company was terminated at the | ||
time the debts or liabilities were incurred. | ||
Section 15. The
Uniform Limited Partnership Act (2001) is | ||
amended by changing Section 1308 as follows: | ||
(805 ILCS 215/1308) | ||
Sec. 1308. Department of Business Services Special | ||
Operations Fund. | ||
(a) A special fund in the State Treasury is created and | ||
shall be known as the Department of Business Services Special | ||
Operations Fund. Moneys deposited into the Fund shall, subject | ||
to appropriation, be used by the Department of Business |
Services of the Office of the Secretary of State, hereinafter | ||
"Department", to create and maintain the capability to perform | ||
expedited services in response to special requests made by the | ||
public for same day or 24 hour service. Moneys deposited into | ||
the Fund shall be used for, but not limited to, expenditures | ||
for personal services, retirement, Social Security, | ||
contractual services, equipment, electronic data processing, | ||
and telecommunications. | ||
(b) The balance in the Fund at the end of any fiscal year | ||
shall not exceed $600,000 and any amount in excess thereof | ||
shall be transferred to the General Revenue Fund. | ||
(c) All fees payable to the Secretary of State under this | ||
Section shall be deposited into the Fund. No other fees or | ||
charges collected under this Act shall be deposited into the | ||
Fund. | ||
(d) "Expedited services" means services rendered within | ||
the same day, or within 24 hours from the time the request | ||
therefor is submitted by the filer, law firm, service company, | ||
or messenger physically in person or, at the Secretary of | ||
State's discretion, by electronic means, to the Department's | ||
Springfield Office or Chicago Office and includes requests for | ||
certified copies and , photocopies, and certificates of | ||
existence or abstracts of computer record made to the | ||
Department's Springfield Office in person or by telephone, or | ||
requests for certificates of existence or abstracts of | ||
computer record made in person or by telephone to the |
Department's Chicago Office. A request submitted by electronic | ||
means may not be considered a request for expedited services | ||
solely because of its submission by electronic means, unless | ||
expedited service is requested by the filer. | ||
(e) Fees for expedited services shall be as follows: | ||
Merger, $200; | ||
Certificate of limited partnership, $100; | ||
Certificate of amendment, $100; | ||
Reinstatement, $100; | ||
Application for admission to transact business, $100; | ||
Abstract Certificate of existence or abstract of | ||
computer record, $20; | ||
All other filings, copies of documents, annual renewal | ||
reports, and copies of documents of canceled limited | ||
partnerships, $50.
| ||
(f) Filing of annual renewal reports and requests for | ||
certificates of existence shall be made in real time only, | ||
without expedited services available. | ||
(Source: P.A. 100-186, eff. 7-1-18; 100-561, eff. 7-1-18; | ||
101-81, eff. 7-12-19.)
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