093_SB1506sam001

 










                                     LRB093 03499 DRJ 13222 a

 1                    AMENDMENT TO SENATE BILL 1506

 2        AMENDMENT NO.     .  Amend Senate Bill 1506  on  page  3,
 3    line 4, after "4.10,", by inserting "5.10,"; and

 4    on page 3, line 6, after "15.05,", by inserting "15.10,"; and

 5    on page 9, after line 18, by inserting the following:

 6        "(805 ILCS 5/5.10) (from Ch. 32, par. 5.10)
 7        Sec.  5.10.  Change  of  registered  office or registered
 8    agent.
 9        (a)  A domestic corporation or a foreign corporation  may
10    from  time  to  time  change  the  address  of its registered
11    office. A domestic corporation or a foreign corporation shall
12    change its registered agent if the office of registered agent
13    shall become vacant for any  reason,  or  if  its  registered
14    agent becomes disqualified or incapacitated to act, or if the
15    corporation revokes the appointment of its registered agent.
16        (b)  A  domestic corporation or a foreign corporation may
17    change the address of its registered  office  or  change  its
18    registered  agent, or both, by so indicating in the statement
19    of change on the annual  report  of  that  corporation  filed
20    pursuant  to  Section  14.10  of this Act or by executing and
21    filing, in duplicate, in accordance with Section 1.10 of this
22    Act a statement setting forth:
 
                            -2-      LRB093 03499 DRJ 13222 a
 1             (1)  The name of the corporation.
 2             (2)  The address, including street  and  number,  or
 3        rural route number, of its then registered office.
 4             (3)  If  the  address  of  its  registered office be
 5        changed, the address, including  street  and  number,  or
 6        rural  route number, to which the registered office is to
 7        be changed.
 8             (4)  The name of its then registered agent.
 9             (5)  If its registered agent be changed, the name of
10        its successor registered agent.
11             (6)  That the address of its registered  office  and
12        the  address  of  the  business  office of its registered
13        agent, as changed, will be identical.
14             (7)  That such change was authorized  by  resolution
15        duly adopted by the board of directors.
16        (c)  (Blank).  A  legible copy of the statement of change
17    as on the annual report returned by the  Secretary  of  State
18    shall  be filed for record within the time prescribed by this
19    Act in the office of the Recorder of the county in which  the
20    registered  office  of  the  corporation  in  this  State was
21    situated before the filing of that statement in the Office of
22    the Secretary of State.
23        (d)  If the registered office is changed from one  county
24    to  another  county, then the corporation shall also file for
25    record within the time prescribed by this Act in  the  office
26    of the recorder of the county to which such registered office
27    is changed:
28             (1)  In the case of a domestic corporation:
29                  (i)  A  copy  of  its articles of incorporation
30             certified by the Secretary of State.
31                  (ii)  A copy of  the  statement  of  change  of
32             address  of  its registered office, certified by the
33             Secretary of State.
34             (2)  In the case of a foreign corporation:
 
                            -3-      LRB093 03499 DRJ 13222 a
 1                  (i)  A copy of its application for authority to
 2             transact business in this State,  certified  by  the
 3             Secretary of State.
 4                  (ii)  A   copy   of   all  amendments  to  such
 5             authority,  if  any,  likewise  certified   by   the
 6             Secretary of State.
 7                  (iii)  A  copy  of  the  statement of change of
 8             address of its registered office  certified  by  the
 9             Secretary of State.
10        (e)  The  change  of address of the registered office, or
11    the change of registered agent, or both, as the case may  be,
12    shall  become  effective upon the filing of such statement by
13    the Secretary of State.
14    (Source: P.A. 91-357, eff. 7-29-99;  92-33,  eff.  7-1-01.)";
15    and

16    by  replacing line 33 on page 33, all of pages 34 through 36,
17    and lines 1 and 2 on page 37 with the following:

18        "(805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
19        Sec.  14.05.  Annual  report  of  domestic   or   foreign
20    corporation.  Each  domestic  corporation organized under any
21    general law or special act  of  this  State  authorizing  the
22    corporation   to   issue   shares,   other   than   homestead
23    associations,  building  and  loan  associations,  banks  and
24    insurance  companies  (which  includes a syndicate or limited
25    syndicate regulated under  Article  V  1/2  of  the  Illinois
26    Insurance Code or member of a group of underwriters regulated
27    under  Article  V of that Code), and each foreign corporation
28    (except members of a group of  underwriters  regulated  under
29    Article  V  of  the  Illinois  Insurance  Code) authorized to
30    transact business in this State, shall file, within the  time
31    prescribed by this Act, an annual report setting forth:
32             (a)  The name of the corporation.
33             (b)  The  address,  including  street and number, or
 
                            -4-      LRB093 03499 DRJ 13222 a
 1        rural route number, of  its  registered  office  in  this
 2        State,  and  the  name  of  its  registered agent at that
 3        address and a  statement  of  change  of  its  registered
 4        office or registered agent, or both, if any.
 5             (c)  The  address,  including  street and number, or
 6        rural route number, of its principal office.
 7             (d)  The names and  respective  business  addresses,
 8        including  street  and  number, or rural route number, of
 9        its directors and officers.
10             (e)  A statement of the aggregate number  of  shares
11        which the corporation has authority to issue, itemized by
12        classes and series, if any, within a class.
13             (f)  A  statement  of the aggregate number of issued
14        shares, itemized by classes, and series, if any, within a
15        class.
16             (g)  A  statement,  expressed  in  dollars,  of  the
17        amount of paid-in capital of the corporation  as  defined
18        in this Act.
19             (h)  Either a statement that (1) all the property of
20        the  corporation  is located in this State and all of its
21        business is transacted at or from places of  business  in
22        this  State,  or the corporation elects to pay the annual
23        franchise tax on the basis of its entire paid-in capital,
24        or (2) a statement, expressed in dollars, of the value of
25        all the  property  owned  by  the  corporation,  wherever
26        located,  and  the  value  of the property located within
27        this State, and a statement, expressed in dollars, of the
28        gross amount of business transacted  by  the  corporation
29        and   the   gross   amount   thereof  transacted  by  the
30        corporation at or from places of business in  this  State
31        as  of  the  close  of  its fiscal year on or immediately
32        preceding the last day of the third month  prior  to  the
33        anniversary  month  or in the case of a corporation which
34        has established an extended filing month, as of the close
 
                            -5-      LRB093 03499 DRJ 13222 a
 1        of its fiscal year on or immediately preceding  the  last
 2        day  of  the  third  month  prior  to the extended filing
 3        month; however, in the case  of  a  domestic  corporation
 4        that  has  not  completed  its  first  fiscal  year,  the
 5        statement  with  respect to property owned shall be as of
 6        the last day of the third month preceding the anniversary
 7        month  and  the  statement  with  respect   to   business
 8        transacted  shall be furnished for the period between the
 9        date of incorporation and the last day of the third month
10        preceding the  anniversary  month.   In  the  case  of  a
11        foreign  corporation  that  has  not  been  authorized to
12        transact business in this State for a period of 12 months
13        and has  not  commenced  transacting  business  prior  to
14        obtaining   authority,  the  statement  with  respect  to
15        property owned shall be as of the last day of  the  third
16        month  preceding  the anniversary month and the statement
17        with respect to business transacted  shall  be  furnished
18        for  the  period between the date of its authorization to
19        transact business in this State and the last day  of  the
20        third  month preceding the anniversary month. If the data
21        referenced  in  item  (2)  of  this  subsection  is   not
22        completed,  the  franchise  tax  provided for in this Act
23        shall be computed on the  basis  of  the  entire  paid-in
24        capital.
25             (i)  A  statement,  including the basis therefor, of
26        status as a "minority owned business"  or  as  a  "female
27        owned  business"  as  those  terms  are  defined  in  the
28        Business  Enterprise for Minorities, Females, and Persons
29        with Disabilities Act.
30             (j)  Additional information as may be  necessary  or
31        appropriate  in order to enable the Secretary of State to
32        administer this Act and to verify the  proper  amount  of
33        fees and franchise taxes payable by the corporation.
34        The  annual  report shall be made on forms prescribed and
 
                            -6-      LRB093 03499 DRJ 13222 a
 1    furnished by the Secretary  of  State,  and  the  information
 2    therein   required   by  paragraphs  (a)  through  (d),  both
 3    inclusive, of this Section, shall be given as of the date  of
 4    the  execution  of  the  annual  report  and  the information
 5    therein required by paragraphs  (e),  (f)  and  (g)  of  this
 6    Section  shall be given as of the last day of the third month
 7    preceding the anniversary month, except that the  information
 8    required by paragraphs (e), (f) and (g) shall, in the case of
 9    a corporation which has established an extended filing month,
10    be  given  in  its  final  transition  annual report and each
11    subsequent annual report as of the close of its  fiscal  year
12    immediately preceding its extended filing month.  It shall be
13    executed   by   the   corporation   by   its   president,   a
14    vice-president,  secretary, assistant secretary, treasurer or
15    other officer duly authorized by the board  of  directors  of
16    the corporation to execute those reports, and verified by him
17    or  her, or, if the corporation is in the hands of a receiver
18    or trustee, it shall be executed on behalf of the corporation
19    and verified by the receiver or trustee.
20    (Source: P.A. 91-593,  eff.  8-14-99;  92-16,  eff.  6-28-01;
21    92-33, eff. 7-1-01.)"; and

22    on page 37, after line 13, by inserting the following:

23        "(805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
24        Sec.  15.10.  Fees for filing documents. The Secretary of
25    State shall charge and collect for:
26        (a)  Filing articles of incorporation, $75.
27        (b)  Filing  articles  of  amendment,  $25,  unless   the
28    amendment  is a restatement of the articles of incorporation,
29    in which case the fee shall be $100.
30        (c)  Filing articles of merger  or  consolidation,  $100,
31    but  if  the  merger  or  consolidation  involves more than 2
32    corporations, $50 for each additional corporation.
33        (d)  Filing articles of share exchange, $100.
 
                            -7-      LRB093 03499 DRJ 13222 a
 1        (e)  Filing articles of dissolution, $5.
 2        (f)  Filing application to reserve a corporate name, $25.
 3        (g)  Filing a notice of transfer of a reserved  corporate
 4    name, $25.
 5        (h)  Filing  statement of change of address of registered
 6    office or change of registered agent, or both, if other  than
 7    on an annual report, $5.
 8        (i)  Filing statement of the establishment of a series of
 9    shares, $25.
10        (j)  Filing  an  application of a foreign corporation for
11    authority to transact business in this State, $75.
12        (k)  Filing an application of a foreign  corporation  for
13    amended authority to transact business in this State, $25.
14        (l)  Filing  a  copy  of  amendment  to  the  articles of
15    incorporation of a foreign corporation holding  authority  to
16    transact business in this State, $25, unless the amendment is
17    a restatement of the articles of incorporation, in which case
18    the fee shall be $100.
19        (m)  Filing  a  copy  of  articles of merger of a foreign
20    corporation holding a certificate of  authority  to  transact
21    business in this State, $100, but if the merger involves more
22    than 2 corporations, $50 for each additional corporation.
23        (n)  Filing  an  application  for  withdrawal  and  final
24    report  or  a  copy  of  articles of dissolution of a foreign
25    corporation, $25.
26        (o)  Filing an annual report, interim annual  report,  or
27    final  transition  annual  report  of  a  domestic or foreign
28    corporation, $25.
29        (p)  Filing  an  application  for  reinstatement   of   a
30    domestic or a foreign corporation, $100.
31        (q)  Filing   an   application  for  use  of  an  assumed
32    corporate name, $150 for each year or part thereof ending  in
33    0  or 5, $120 for each year or part thereof ending in 1 or 6,
34    $90 for each year or part thereof ending in 2 or 7,  $60  for
 
                            -8-      LRB093 03499 DRJ 13222 a
 1    each year or part thereof ending in 3 or 8, $30 for each year
 2    or  part thereof ending in 4 or 9, between the date of filing
 3    the application and the date of the renewal  of  the  assumed
 4    corporate  name; and a renewal fee for each assumed corporate
 5    name, $150.
 6        (r)  To change an assumed corporate name for  the  period
 7    remaining  until  the  renewal  date  of the original assumed
 8    name, $25.
 9        (s)  Filing an application for cancellation of an assumed
10    corporate name, $5.
11        (t)  Filing an application to register the corporate name
12    of a foreign corporation, $50; and an annual renewal fee  for
13    the registered name, $50.
14        (u)  Filing   an   application   for  cancellation  of  a
15    registered name of a foreign corporation, $25.
16        (v)  Filing a statement of correction, $25.
17        (w)  Filing a petition for refund or adjustment, $5.
18        (x)  Filing a statement of election of an extended filing
19    month, $25.
20        (y)  Filing any other statement or report, $5.
21    (Source: P.A. 92-33, eff. 7-1-01.)"; and

22    by replacing lines 24 through 33  on  page  57  and  lines  1
23    through 24 on page 58 with the following:

24        "(805 ILCS 180/1-15)
25        Sec. 1-15.  Reservation of name.
26        (a)  The  exclusive  right  to  the  use of a name may be
27    reserved by any of the following:
28             (1)  A  person  intending  to  organize  a   limited
29        liability  company  under  this  Act which will have that
30        name.
31             (2)  A limited  liability  company  or  any  foreign
32        limited  liability company registered in this State that,
33        in either case, intends to adopt that name.
 
                            -9-      LRB093 03499 DRJ 13222 a
 1             (3)  Any foreign limited  liability  company  having
 2        that name and intending to make application for admission
 3        to transact business in this State.
 4             (4)  A   person  intending  to  organize  a  foreign
 5        limited  liability  company   and   intending   to   make
 6        application  for  admission  to transact business in this
 7        State and adopt that name.
 8        (b)  To reserve a specified name, a person  shall  submit
 9    an  application  to  the  Secretary  of State in the form and
10    manner the Secretary shall designate.  If  the  Secretary  of
11    State  finds  that the name is available for use by a limited
12    liability company or foreign limited liability  company,  the
13    Secretary  of  State shall reserve the name for the exclusive
14    use of the applicant  for  a  period  of  90  days  or  until
15    surrendered  by a written cancellation document signed by the
16    applicant, whichever is  sooner.    The  reservation  may  be
17    renewed for additional periods not to exceed 90 days from the
18    date  of the last renewal.  The right to the exclusive use of
19    a reserved name may be transferred to  any  other  person  by
20    delivering  to  the Office of the Secretary of State a notice
21    of the transfer, executed by the person for whom the name was
22    reserved  and  specifying  the  name  and  address   of   the
23    transferee.
24    (Source: P.A. 87-1062.)"; and

25    by deleting all of pages 73 and 74.