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Public Act 102-0049


 

Public Act 0049 102ND GENERAL ASSEMBLY

  
  
  

 


 
Public Act 102-0049
 
HB0115 EnrolledLRB102 00215 BMS 10217 b

    AN ACT concerning business.
 
    Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
 
    Section 5. The Business Corporation Act of 1983 is amended
by changing Sections 1.25 and 1.80 as follows:
 
    (805 ILCS 5/1.25)  (from Ch. 32, par. 1.25)
    Sec. 1.25. List of corporations; exchange of information.
    (a) The Secretary of State shall publish each year a list
of corporations filing an annual report for the preceding year
in accordance with the provisions of this Act, which report
shall state the name of the corporation and the respective
names and addresses of the president, secretary, and
registered agent thereof and the address of the registered
office in this State of each such corporation. The Secretary
of State shall publish such report as open data. shall furnish
without charge a copy of such report to each recorder of this
State, and to each member of the General Assembly and to each
State agency or department requesting the same. The Secretary
of State shall, upon receipt of a written request and a fee as
determined by the Secretary, furnish such report to anyone
else.
    (b) (1) The Secretary of State shall publish daily a list
of all newly formed corporations, business and not for profit,
chartered by him on that day issued after receipt of the
application. The daily list shall contain the same information
as to each corporation as is provided for the corporation list
published under subsection (a) of this Section. The Secretary
of State shall publish the daily list as open data. may be
obtained at the Secretary's office by any person, newspaper,
State department or agency, or local government for a
reasonable charge to be determined by the Secretary.
Inspection of the daily list may be made at the Secretary's
office during normal business hours without charge by any
person, newspaper, State department or agency, or local
government.
    (2) The Secretary shall compile the daily list mentioned
in paragraph (1) of subsection (b) of this Section monthly, or
more often at the Secretary's discretion. The Secretary shall
publish the compilation as open data. shall be immediately
mailed free of charge to all local governments requesting in
writing receipt of such publication, or shall be automatically
mailed by the Secretary without charge to local governments as
determined by the Secretary. The Secretary shall mail a copy
of the compilations free of charge to all State departments or
agencies making a written request. A request for a compilation
of the daily list once made by a local government or State
department or agency need not be renewed. However, the
Secretary may request from time to time whether the local
governments or State departments or agencies desire to
continue receiving the compilation.
    (3) Public data sets made available pursuant to this
Section are provided for informational purposes only. The
Secretary of State does not warrant the completeness,
accuracy, content, or fitness for any particular purpose or
use of any public data set made available on the web portal,
nor are such warranties to be implied or inferred with respect
to the public data sets furnished under this Act. The
compilations of the daily list mentioned in paragraph (2) of
subsection (b) of this Section shall be mailed to newspapers,
or any other person not included as a recipient in paragraph
(2) of subsection (b) of this Section, upon receipt of a
written application signed by the applicant and accompanied by
the payment of a fee as determined by the Secretary.
    (4) The State is not liable for any deficiencies in the
completeness, accuracy, content, or fitness for any particular
purpose or use of any public data set or any third-party
application utilizing such data set, unless such deficiencies
are the result of willful or wanton action of the Secretary of
State or its employees or agents.
    (c) If a domestic or foreign corporation has filed with
the Secretary of State an annual report for the preceding year
or has been newly formed or is otherwise and in any manner
registered with the Secretary of State, the Secretary of State
shall exchange with the Department of Healthcare and Family
Services any information concerning that corporation that may
be necessary for the enforcement of child support orders
entered pursuant to the Illinois Public Aid Code, the Illinois
Marriage and Dissolution of Marriage Act, the Non-Support of
Spouse and Children Act, the Non-Support Punishment Act, the
Revised Uniform Reciprocal Enforcement of Support Act, the
Uniform Interstate Family Support Act, the Illinois Parentage
Act of 1984, or the Illinois Parentage Act of 2015.
    Notwithstanding any provisions in this Act to the
contrary, the Secretary of State shall not be liable to any
person for any disclosure of information to the Department of
Healthcare and Family Services (formerly Illinois Department
of Public Aid) under this subsection or for any other action
taken in good faith to comply with the requirements of this
subsection.
(Source: P.A. 99-85, eff. 1-1-16.)
 
    (805 ILCS 5/1.80)  (from Ch. 32, par. 1.80)
    Sec. 1.80. 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.
    (a) "Corporation" or "domestic corporation" means a
corporation subject to the provisions of this Act, except a
foreign corporation.
    (b) "Foreign corporation" means a corporation for profit
organized under laws other than the laws of this State, but
shall not include a banking corporation organized under the
laws of another state or of the United States, a foreign
banking corporation organized under the laws of a country
other than the United States and holding a certificate of
authority from the Commissioner of Banks and Real Estate
issued pursuant to the Foreign Banking Office Act, or a
banking corporation holding a license from the Commissioner of
Banks and Real Estate issued pursuant to the Foreign Bank
Representative Office Act.
    (c) "Articles of incorporation" means the original
articles of incorporation, including the articles of
incorporation of a new corporation set forth in the articles
of consolidation, and all amendments thereto, whether
evidenced by articles of amendment, articles of merger,
articles of exchange, statement of correction affecting
articles, resolution establishing series of shares or a
statement of cancellation under Section 9.05. Restated
articles of incorporation shall supersede the original
articles of incorporation and all amendments thereto prior to
the effective date of filing the articles of amendment
incorporating the restated articles of incorporation.
    (d) "Subscriber" means one who subscribes for shares in a
corporation, whether before or after incorporation.
    (e) "Incorporator" means one of the signers of the
original articles of incorporation.
    (f) "Shares" means the units into which the proprietary
interests in a corporation are divided.
    (g) "Shareholder" means one who is a holder of record of
shares in a corporation.
    (h) "Certificate" representing shares means a written
instrument executed by the proper corporate officers, as
required by Section 6.35 of this Act, evidencing the fact that
the person therein named is the holder of record of the share
or shares therein described. If the corporation is authorized
to issue uncertificated shares in accordance with Section 6.35
of this Act, any reference in this Act to shares represented by
a certificate shall also refer to uncertificated shares and
any reference to a certificate representing shares shall also
refer to the written notice in lieu of a certificate provided
for in Section 6.35.
    (i) "Authorized shares" means the aggregate number of
shares of all classes which the corporation is authorized to
issue.
    (j) "Paid-in capital" means the sum of the cash and other
consideration received, less expenses, including commissions,
paid or incurred by the corporation, in connection with the
issuance of shares, plus any cash and other consideration
contributed to the corporation by or on behalf of its
shareholders, plus amounts added or transferred to paid-in
capital by action of the board of directors or shareholders
pursuant to a share dividend, share split, or otherwise, minus
reductions as provided elsewhere in this Act. Irrespective of
the manner of designation thereof by the laws under which a
foreign corporation is or may be organized, paid-in capital of
a foreign corporation shall be determined on the same basis
and in the same manner as paid-in capital of a domestic
corporation, for the purpose of computing license fees,
franchise taxes and other charges imposed by this Act.
    (k) "Net assets", for the purpose of determining the right
of a corporation to purchase its own shares and of determining
the right of a corporation to declare and pay dividends and
make other distributions to shareholders is equal to the
difference between the assets of the corporation and the
liabilities of the corporation.
    (l) "Registered office" means that office maintained by
the corporation in this State, the address of which is on file
in the office of the Secretary of State, at which any process,
notice or demand required or permitted by law may be served
upon the registered agent of the corporation.
    (m) "Insolvent" means that a corporation is unable to pay
its debts as they become due in the usual course of its
business.
    (n) "Anniversary" means that day each year exactly one or
more years after:
        (1) the date of filing the articles of incorporation
    prescribed by Section 2.10 of this Act, in the case of a
    domestic corporation;
        (2) the date of filing the application for authority
    prescribed by Section 13.15 of this Act, in the case of a
    foreign corporation; or
        (3) the date of filing the articles of consolidation
    prescribed by Section 11.25 of this Act in the case of a
    consolidation, unless the plan of consolidation provides
    for a delayed effective date, pursuant to Section 11.40.
    (o) "Anniversary month" means the month in which the
anniversary of the corporation occurs.
    (p) "Extended filing month" means the month (if any) which
shall have been established in lieu of the corporation's
anniversary month in accordance with Section 14.01.
    (q) "Taxable year" means that 12 month period commencing
with the first day of the anniversary month of a corporation
through the last day of the month immediately preceding the
next occurrence of the anniversary month of the corporation,
except that in the case of a corporation that has established
an extended filing month "taxable year" means that 12 month
period commencing with the first day of the extended filing
month through the last day of the month immediately preceding
the next occurrence of the extended filing month.
    (r) "Fiscal year" means the 12 month period with respect
to which a corporation ordinarily files its federal income tax
return.
    (s) "Close corporation" means a corporation organized
under or electing to be subject to Article 2A of this Act, the
articles of incorporation of which contain the provisions
required by Section 2.10, and either the corporation's
articles of incorporation or an agreement entered into by all
of its shareholders provide that all of the issued shares of
each class shall be subject to one or more of the restrictions
on transfer set forth in Section 6.55 of this Act.
    (t) "Common shares" means shares which have no preference
over any other shares with respect to distribution of assets
on liquidation or with respect to payment of dividends.
    (u) "Delivered", for the purpose of determining if any
notice required by this Act is effective, means:
        (1) transferred or presented to someone in person; or
        (2) deposited in the United States Mail addressed to
    the person at his, her or its address as it appears on the
    records of the corporation, with sufficient first-class
    postage prepaid thereon.
    (v) "Property" means gross assets including, without
limitation, all real, personal, tangible, and intangible
property.
    (w) "Taxable period" means that 12-month period commencing
with the first day of the second month preceding the
corporation's anniversary month in the preceding year and
prior to the first day of the second month immediately
preceding its anniversary month in the current year, except
that, in the case of a corporation that has established an
extended filing month, "taxable period" means that 12-month
period ending with the last day of its fiscal year immediately
preceding the extended filing month. In the case of a newly
formed domestic corporation or a newly registered foreign
corporation that had not commenced transacting business in
this State prior to obtaining authority, "taxable period"
means that period commencing with the filing of the articles
of incorporation or, in the case of a foreign corporation, of
filing of the application for authority, and prior to the
first day of the second month immediately preceding its
anniversary month in the next succeeding year.
    (x) "Treasury shares" mean (1) shares of a corporation
that have been issued, have been subsequently acquired by and
belong to the corporation, and have not been cancelled or
restored to the status of authorized but unissued shares and
(2) shares (i) declared and paid as a share dividend on the
shares referred to in clause (1) or this clause (2), or (ii)
issued in a share split of the shares referred to in clause (1)
or this clause (2). Treasury shares shall be deemed to be
"issued" shares but not "outstanding" shares. Treasury shares
may not be voted, directly or indirectly, at any meeting or
otherwise. Shares converted into or exchanged for other shares
of the corporation shall not be deemed to be treasury shares.
    (y) "Gross amount of business" means gross receipts, from
whatever source derived.
    (z) "Open data" means data that is expressed in a
machine-readable form and that is made freely available to the
public under an open license, without registration
requirement, and without any other restrictions that would
impede its use or reuse.
(Source: P.A. 95-368, eff. 8-23-07.)
 
    Section 10. The General Not For Profit Corporation Act of
1986 is amended by changing Section 101.25 and by adding
Section 115.90 as follows:
 
    (805 ILCS 105/101.25)  (from Ch. 32, par. 101.25)
    Sec. 101.25. Lists of corporations; exchange of
information.
    (a) The Secretary of State shall include in his or her
daily publication lists of business corporations formed on
that day as provided in paragraph (1) of subsection (b) of
Section 1.25 of the Business Corporation Act of 1983 all
not-for-profit corporations formed on the day of publication
of such lists and shall publish such information as open data
pursuant to that subsection.
    (b) The Secretary of State shall include among information
to be exchanged with the Department of Healthcare and Family
Services, as provided in subsection (c) of Section 1.25 of the
Business Corporation Act of 1983, information regarding all
not-for-profit corporations formed pursuant to this Act.
    (c) Public data sets made available pursuant to this
Section are provided for informational purposes only. The
Secretary of State does not warrant the completeness,
accuracy, content, or fitness for any particular purpose or
use of any public data set made available on the web portal,
nor are such warranties to be implied or inferred with respect
to the public data sets furnished under this Act.
    (d) The State is not liable for any deficiencies in the
completeness, accuracy, content, or fitness for any particular
purpose or use of any public data set or any third-party
application utilizing such data set, unless such deficiencies
are the result of willful or wanton action of the Secretary of
State or its employees or agents.
(Source: P.A. 95-331, eff. 8-21-07.)
 
    (805 ILCS 105/115.90 new)
    Sec. 115.90. No fees for publishing lists of
not-for-profit corporations. Nothing in this Article shall be
construed to permit the Secretary of State to charge fees for
lists of not-for-profit corporations published as open data
under Section 1.25 of the Business Corporation Act of 1983.
 
    Section 15. The Limited Liability Company Act is amended
by changing Sections 50-5 and 50-10 as follows:
 
    (805 ILCS 180/50-5)
    Sec. 50-5. List of limited liability companies; exchange
of information.
    (a) The Secretary of State shall may publish a list or
lists of limited liability companies and foreign limited
liability companies as open data, as often, in the format, and
for the fees as the Secretary of State may in his or her
discretion provide by rule, but no less often than once per
month. "Open data" means data that is expressed in a
machine-readable form and that is made freely available to the
public under an open license, without registration
requirement, and without any other restrictions that would
impede its use or reuse. The Secretary of State may
disseminate information concerning limited liability companies
and foreign limited liability companies by computer network in
the format and for the fees as may be determined by rule.
    (b) Upon written request, any list published under
subsection (a) shall be provided free to each member of the
General Assembly, to each State agency or department, and to
each recorder in this State. An appropriate fee established by
rule to cover the cost of producing the list shall be charged
to all others.
    (c) If a domestic or foreign limited liability company has
filed with the Secretary of State an annual report for the
preceding year or has been newly formed or is otherwise and in
any manner registered with the Secretary of State, the
Secretary of State shall exchange with the Department of
Healthcare and Family Services any information concerning that
limited liability company that may be necessary for the
enforcement of child support orders entered pursuant to the
Illinois Public Aid Code, the Illinois Marriage and
Dissolution of Marriage Act, the Non-Support of Spouse and
Children Act, the Non-Support Punishment Act, the Revised
Uniform Reciprocal Enforcement of Support Act, the Uniform
Interstate Family Support Act, the Illinois Parentage Act of
1984, or the Illinois Parentage Act of 2015.
    Notwithstanding any provisions in this Act to the
contrary, the Secretary of State shall not be liable to any
person for any disclosure of information to the Department of
Healthcare and Family Services (formerly Illinois Department
of Public Aid) under this subsection or for any other action
taken in good faith to comply with the requirements of this
subsection.
    (d) Public data sets made available pursuant to this
Section are provided for information purposes only. The
Secretary of State does not warrant the completeness,
accuracy, content, or fitness for any particular purpose or
use of any public data set made available on the web portal,
nor are such warranties to be implied or inferred with respect
to the public data sets furnished under this Act.
    (e) The State is not liable for any deficiencies in the
completeness, accuracy, content, or fitness for any particular
purpose or use of any public data set or any third-party
application utilizing such data set, unless such deficiencies
are the result of willful or wanton action of the Secretary of
State or its employees or agents.
(Source: P.A. 99-85, eff. 1-1-16.)
 
    (805 ILCS 180/50-10)
    Sec. 50-10. Fees.
    (a) The Secretary of State shall charge and collect in
accordance with the provisions of this Act and rules
promulgated under its authority all of the following:
        (1) Fees for filing documents.
        (2) Miscellaneous charges.
        (3) Fees for the sale of lists of filings and for
    copies of any documents.
    (b) The Secretary of State shall charge and collect for
all of the following:
        (1) Filing articles of organization (domestic),
    application for admission (foreign), and restated articles
    of organization (domestic), $150. Notwithstanding the
    foregoing, the fee for filing articles of organization
    (domestic), application for admission (foreign), and
    restated articles of organization (domestic) in connection
    with a limited liability company with a series or the
    ability to establish a series pursuant to Section 37-40 of
    this Act is $400.
        (2) Filing amendments (domestic or foreign), $50.
        (3) Filing a statement of termination or application
    for withdrawal, $5.
        (4) Filing an application to reserve a name, $25.
        (5) Filing a notice of cancellation of a reserved
    name, $5.
        (6) Filing a notice of a transfer of a reserved name,
    $25.
        (7) Registration of a name, $50.
        (8) Renewal of registration of a name, $50.
        (9) Filing an application for use of an assumed name
    under Section 1-20 of this Act, $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, and a renewal for each assumed name, $150.
        (9.5) Filing an application for change of an assumed
    name, $25.
        (10) Filing an application for cancellation of an
    assumed name, $5.
        (11) Filing an annual report of a limited liability
    company or foreign limited liability company, $75, if
    filed as required by this Act, plus a penalty if
    delinquent. Notwithstanding the foregoing, the fee for
    filing an annual report of a limited liability company or
    foreign limited liability company is $75 plus $50 for each
    series for which a certificate of designation has been
    filed pursuant to Section 37-40 of this Act and is in
    effect on the last day of the third month preceding the
    company's anniversary month, plus a penalty if delinquent.
        (12) Filing an application for reinstatement of a
    limited liability company or foreign limited liability
    company, $200.
        (13) Filing articles of merger, $100 plus $50 for each
    party to the merger in excess of the first 2 parties.
        (14) (Blank).
        (15) Filing a statement of change of address of
    registered office or change of registered agent, or both,
    or filing a statement of correction, $25.
        (16) Filing a petition for refund, $5.
        (17) Filing a certificate of designation of a limited
    liability company with a series pursuant to Section 37-40
    of this Act, $50.
        (18) (Blank).
        (19) Filing, amending, or cancelling a statement of
    authority, $50.
        (20) Filing, amending, or cancelling a statement of
    denial, $10.
        (21) Filing any other document, $5.
        (22) For furnishing a copy or certified copy of any
    document, instrument, or paper relating to a limited
    liability company or foreign limited liability company, or
    for a certificate, $25.
    (c) (Blank). The Secretary of State shall charge and
collect all of the following:
        (1) For furnishing a copy or certified copy of any
    document, instrument, or paper relating to a limited
    liability company or foreign limited liability company, or
    for a certificate, $25.
        (2) For the transfer of information by computer
    process media to any purchaser, fees established by rule.
(Source: P.A. 100-561, eff. 7-1-18; 100-571, eff. 12-20-17;
101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)
 
    Section 99. Effective date. This Act takes effect January
1, 2022.

Effective Date: 1/1/2022