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Illinois Compiled Statutes

Information maintained by the Legislative Reference Bureau
Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide.

Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.

BUSINESS ORGANIZATIONS
(805 ILCS 5/) Business Corporation Act of 1983.

805 ILCS 5/Art. 14

 
    (805 ILCS 5/Art. 14 heading)
ARTICLE 14. REPORTS

805 ILCS 5/14.01

    (805 ILCS 5/14.01) (from Ch. 32, par. 14.01)
    Sec. 14.01. Statement of election to establish an extended filing month.
    (a) Each domestic corporation and each foreign corporation authorized to transact business in this State, having reported on its last annual report, or articles of incorporation in the case of a domestic corporation, or application for certificate of authority in the case of a foreign corporation, an amount less than 100% of its paid-in capital represented in Illinois, may make an irrevocable, one time election to establish an extended filing month for the purpose of filing annual reports for all subsequent taxable years by filing pursuant to Section 1.10 within the time prescribed by subsection (c) of this Section, a statement setting forth:
        (1) The name of the corporation.
        (2) The file number of the corporation as assigned by
    
the Secretary of State.
        (3) The state or country under whose laws it was
    
organized, the date of incorporation or the date of the issuance of its certificate of authority, if a foreign corporation.
        (4) The date of the fiscal year end immediately
    
preceding this election.
        (5) The extended filing month, which month may be any
    
month in 1991 or a subsequent year which is one of the 9 months consecutively following the end of the corporation's fiscal year, except that such month may not be one of the 2 months immediately preceding the corporation's anniversary month.
        Notwithstanding the foregoing, a corporation whose
    
fiscal year ends within the 2 months immediately preceding its anniversary month may not elect an extended filing month.
    (b) The statement of election shall be accompanied by an interim annual report which shall set forth, as of the date of filing of the statement, all of the information required pursuant to Section 14.05 of this Act to be included in the annual report except that the information required by subparagraph (h) of Section 14.05 shall be the amounts represented in this State as disclosed by the preceding annual report or if no annual report is on file, from information contained in the articles of incorporation of a domestic corporation or the application for certificate of authority in the case of a foreign corporation.
    (c) The statement of election and interim annual report referred to in this Section, together with all fees, taxes and charges as prescribed by this Act and prorated in accordance with Section 15.45 or 15.75, shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month of the corporation in 1991 or any subsequent year. Proof to the satisfaction of the Secretary of State that prior to the first day of the anniversary month of the corporation such statement of election and interim annual report together with all fees, taxes and charges as prescribed by this Act, were deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, shall be deemed a compliance with this requirement. If the Secretary of State finds that such statement and reports conform to the requirements of this Act, he or she shall file the same. If he or she finds that they do not so conform, he or she shall promptly return the same to the corporation for any necessary corrections, in which event the penalties hereinafter prescribed for failure to file such report within the time hereinabove provided shall not apply if such statement, if applicable, and report are corrected to conform to the requirements of this Act and returned to the Secretary of State within 30 days of the date the report was returned for corrections.
    (d) Subsequent to the filing of the statement of election and the interim annual report, the corporation shall file within 60 days prior to the extended filing month a final transition annual report reflecting the factual information required by Section 14.05, and must pay the appropriate fees and franchise taxes due, if any, or set forth the amount of any overpayment to be credited against any other taxes applicable under this Act which may thereafter be payable, in each case based on any difference which may exist between its interim annual report and its final transition annual report. Compliance with this Section establishes a new reporting period for documents required under Article 14 of this Act.
(Source: P.A. 86-985.)

805 ILCS 5/14.05

    (805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
    Sec. 14.05. Annual report of domestic or foreign corporation. Each domestic corporation organized under any general law or special act of this State authorizing the corporation to issue shares, other than homestead associations, building and loan associations, banks and insurance companies (which includes a syndicate or limited syndicate regulated under Article V 1/2 of the Illinois Insurance Code or member of a group of underwriters regulated under Article V of that Code), and each foreign corporation (except members of a group of underwriters regulated under Article V of the Illinois Insurance Code) authorized to transact business in this State, shall file, within the time prescribed by this Act, an annual report setting forth:
        (a) The name of the corporation.
        (b) 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.
        (c) The address, including street and number, or
    
rural route number, of its principal office.
        (d) The names and respective addresses, including
    
street and number, or rural route number, of its directors and officers.
        (e) A statement of the aggregate number of shares
    
which the corporation has authority to issue, itemized by classes and series, if any, within a class.
        (f) A statement of the aggregate number of issued
    
shares, itemized by classes, and series, if any, within a class.
        (g) A statement, expressed in dollars, of the amount
    
of paid-in capital of the corporation as defined in this Act.
        (h) Either a statement that (1) all the property of
    
the corporation is located in this State and all of its business is transacted at or from places of business in this State, or the corporation elects to pay the annual franchise tax on the basis of its entire paid-in capital, or (2) a statement, expressed in dollars, of the value of all the property owned by the corporation, wherever located, and the value of the property located within this State, and a statement, expressed in dollars, of the gross amount of business transacted by the corporation and the gross amount thereof transacted by the corporation at or from places of business in this State as of the close of its fiscal year on or immediately preceding the last day of the third month prior to the anniversary month or in the case of a corporation which has established an extended filing month, as of the close of its fiscal year on or immediately preceding the last day of the third month prior to the extended filing month; however, in the case of a domestic corporation that has not completed its first fiscal year, the statement with respect to property owned shall be as of the last day of the third month preceding the anniversary month and the statement with respect to business transacted shall be furnished for the period between the date of incorporation and the last day of the third month preceding the anniversary month. In the case of a foreign corporation that has not been authorized to transact business in this State for a period of 12 months and has not commenced transacting business prior to obtaining authority, the statement with respect to property owned shall be as of the last day of the third month preceding the anniversary month and the statement with respect to business transacted shall be furnished for the period between the date of its authorization to transact business in this State and the last day of the third month preceding the anniversary month. If the data referenced in item (2) of this subsection is not completed, the franchise tax provided for in this Act shall be computed on the basis of the entire paid-in capital.
        (i) A statement, including the basis therefor, of
    
status as a "minority owned business" or as a "female owned business" as those terms are defined in the Business Enterprise for Minorities, Females, and Persons with Disabilities Act.
        (j) Additional information as may be necessary or
    
appropriate in order to enable the Secretary of State to administer this Act and to verify the proper amount of fees and franchise taxes payable by the corporation.
    The annual report shall be made on forms prescribed and furnished by the Secretary of State, and the information therein required by paragraphs (a) through (d), both inclusive, of this Section, shall be given as of the date of the execution of the annual report and the information therein required by paragraphs (e), (f) and (g) of this Section shall be given as of the last day of the third month preceding the anniversary month, except that the information required by paragraphs (e), (f) and (g) shall, in the case of a corporation which has established an extended filing month, be given in its final transition annual report and each subsequent annual report as of the close of its fiscal year immediately preceding its extended filing month. It 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.
(Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59, 7-1-03.)

805 ILCS 5/14.10

    (805 ILCS 5/14.10) (from Ch. 32, par. 14.10)
    Sec. 14.10. Filing of annual report of domestic or foreign corporation. Such annual report together with all fees, taxes and charges as prescribed by this Act, shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month or, in the case of a corporation which has established an extended filing month, the extended filing month of the corporation each year. Proof to the satisfaction of the Secretary of State that prior to the first day of the anniversary month or the extended filing month of the corporation such report together with all fees, taxes and charges as prescribed by this Act, was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, shall be deemed a compliance with this requirement. If the Secretary of State finds that such report conforms to the requirements of this Act, he or she shall file the same. If he or she finds that it does not so conform, he or she shall promptly return the same to the corporation for any necessary corrections, in which event the penalties hereinafter prescribed for failure to file such report within the time hereinabove provided shall not apply, if such report is corrected to conform to the requirements of this Act and returned to the Secretary of State within 30 days of the date the report was returned for corrections.
(Source: P.A. 86-985.)

805 ILCS 5/14.15

    (805 ILCS 5/14.15) (from Ch. 32, par. 14.15)
    Sec. 14.15. First report of issuance of shares. The articles of incorporation of each domestic corporation shall be deemed to be the first report of the issuance of shares of such corporation. For the purpose of determining the initial franchise tax of such corporation, and for the purpose of determining the annual franchise tax thereafter until the basis therefor is changed in a manner provided in this Act, but for no other purpose, the shares which the articles of incorporation state the corporation proposes to issue without further report to the Secretary of State shall be deemed to be issued at the date of the filing of such articles of incorporation. For such purposes, but for no other purpose, the consideration which the articles of incorporation state is to be received by the corporation therefor shall be deemed to have been received by the corporation for such shares.
(Source: P.A. 86-985.)

805 ILCS 5/14.20

    (805 ILCS 5/14.20) (from Ch. 32, par. 14.20)
    Sec. 14.20. Reports of issuance of shares and increases in paid-in capital.
    (a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, after: the issuance of any share not previously reported to the Secretary of State as having been issued; an increase in the amount of its paid-in capital without the issuance of shares; an exchange or reclassification of its shares resulting in an increase in the amount of its paid-in capital; or the issuance of any shares of the acquiring corporation in a share exchange, shall execute and file in accordance with Section 1.10 of this Act, a report setting forth:
        (1) The name of the corporation and the state or
    
country under the laws of which it is organized.
        (2) A statement of the aggregate number of shares
    
which the corporation has authority to issue, itemized by classes, and series, if any, within a class.
        (3) A statement of the aggregate number of issued
    
shares as last reported to the Secretary of State in any document required by this Act to be filed, other than an annual report, itemized by classes and series, if any, within a class.
        (4) A statement, expressed in dollars, of the amount
    
of paid-in capital of the corporation as last reported to the Secretary of State in any document required by this Act to be filed, other than an annual report.
        (5) A statement of the aggregate number of shares
    
issued by the corporation not theretofore reported to the Secretary of State as having been issued, together with the date or dates of the issuance thereof, and a statement, expressed in dollars, of the value of the entire consideration received, less expenses, including commissions, paid or incurred in connection with the issuance, for, or on account of, the issuance of the shares, the statement to be itemized by classes, and series, if any, within a class; and in the case of shares issued as a share dividend, the amount added or transferred to the paid-in capital of the corporation for, or on account of, the issuance of the shares.
        (6) A statement, expressed in dollars, of the amount
    
added or transferred to paid-in capital of the corporation without the issuance of shares, together with the date or dates on which the addition or transfer was made.
        (7) In case of an exchange or reclassification of
    
issued shares resulting in an increase in the amount of paid-in capital a statement of the date or dates on which the exchange or reclassification was made and the manner in which it was effected, and a statement, expressed in dollars, of the amount added or transferred to the paid-in capital of the corporation as a result thereof, except any portion thereof reported under any other paragraph of this subsection as a part of the consideration received by the corporation for, or on account of, its issued shares.
        (8) If the consideration received for the issuance of
    
any shares not theretofore reported as having been issued consists of labor or services performed or of property, other than cash, then a statement, expressed in dollars, of the value of that consideration as fixed by the board of directors.
        (9) A statement of the aggregate number of issued
    
shares itemized by classes and series, if any, within a class, after giving effect to the changes reported.
        (10) A statement, expressed in dollars, of the amount
    
of paid-in capital of the corporation after giving effect to the changes reported.
    (b) In the case of issuances of shares or increases in paid-in capital that occur either prior to January 1, 1991 or on or prior to the last day of the third month immediately preceding the corporation's anniversary month in 1991, the report shall be filed within 60 days after the issuance or increase. In the case of issuances of shares or increases that occur after both December 31, 1990 and the last day of such third month, the issuances or increases shall be reported under Section 14.30 at the time required by that Section.
    (c) No additional license fees or franchise taxes shall be payable upon the filing of the report to the extent that license fees or franchise taxes shall have been previously paid by the corporation in respect of shares previously issued which are being exchanged for the shares the issuance of which is being reported, provided those facts are shown in the report.
    (d) The report shall be made on forms prescribed and furnished by the Secretary of State.
(Source: P.A. 86-985; 86-1217.)

805 ILCS 5/14.25

    (805 ILCS 5/14.25) (from Ch. 32, par. 14.25)
    Sec. 14.25. Report following merger or cancellation of shares/reduction in paid-in capital.
    (a) Each domestic corporation and each foreign corporation authorized to transact business in this State that is a party to a statutory merger and is the surviving corporation, or that effects the cancellation of its shares, or that effects a reduction in its paid-in capital in connection with the cancellation of its shares, as permitted by this Act, and does not report that event to the Secretary of State by any other report required by this Act to be filed; and each domestic corporation that is the new corporation in a consolidation, shall execute and file, in accordance with Section 1.10 of this Act, a report setting forth:
        (1) The name of the corporation and the state or
    
country under the laws of which it is organized.
        (2) A statement of the event.
        (3) A statement of the aggregate number of issued
    
shares of the corporation as last reported to the Secretary of State in any document required to be filed by this Act, other than an annual report, itemized by classes and series, if any, within a class.
        (4) A statement of the aggregate number of issued
    
shares of the corporation after giving effect to the change, itemized by classes, and series, if any, within a class.
        (5) A statement, expressed in dollars, of the amount
    
of paid-in capital of the corporation as last reported to the Secretary of State in any document required to be filed by this Act, other than an annual report, interim annual report or final transition annual report.
        (6) A statement, expressed in dollars, of the amount
    
of paid-in capital of the corporation after giving effect to the change.
        (7) In case of a statutory merger, an estimate,
    
expressed in dollars, of the value of all property to be owned by it for the following year, wherever located, and an estimate of the value of the property to be located within this State during that year, and an estimate, expressed in dollars, of the gross amount of business which will be transacted by it during that year and an estimate of the gross amount thereof which will be transacted by it at or from places of business in this State during that year.
    (b) In the case of a statutory merger, consolidation, cancellation of shares, or reduction in paid-in capital that occurs either prior to January 1, 1991 or on or prior to the last day of the third month immediately preceding the corporation's anniversary month in 1991, the report shall be filed within 60 days after that event. In the case of a cancellation of shares or reduction in paid-in capital that occurs after both December 31, 1990 and the last day of the third month immediately preceding the corporation's anniversary month in 1991, the event shall be reported under Section 14.30 at the time required by that Section and not under this Section In the case of a statutory merger or consolidation that occurs after both December 31, 1990 and the last day of the third month immediately preceding the corporation's anniversary month in 1991, the event shall be reported under Section 14.35 at the time required by that Section and not under this Section.
    (c) The report shall be made on forms prescribed and furnished by the Secretary of State.
    (d) Until the report shall have been filed in the office of the Secretary of State, the basis of the annual franchise tax payable by the corporation shall not be reduced; provided, however, in no event shall the annual franchise tax for any taxable year be reduced if the report is not filed prior to the first day of the anniversary month or the extended filing month of the corporation of that taxable year and before payment of its annual franchise tax.
(Source: P.A. 86-985; 86-1217.)

805 ILCS 5/14.30

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

805 ILCS 5/14.35

    (805 ILCS 5/14.35) (from Ch. 32, par. 14.35)
    Sec. 14.35. Report following merger or consolidation.
    (a) Whenever a domestic corporation or a foreign corporation authorized to transact business in this State is the surviving corporation in a statutory merger or whenever a domestic corporation is the new corporation in a consolidation, it shall, within 60 days after the effective date of the event, if the effective date occurs after both December 31, 1990 and the last day of the third month immediately preceding its anniversary month in 1991, execute and file in accordance with Section 1.10 of this Act, a report setting forth:
        (1) The name of the corporation and the state or
    
country under the laws of which it is organized.
        (2) A description of the merger or consolidation.
        (3) A statement itemized by classes and series, if
    
any, within a class of the aggregate number of issued shares of the corporation as last reported to the Secretary of State in any document required to be filed by this Act, other than an annual report, interim annual report, or final transition annual report.
        (4) A statement itemized by classes and series, if
    
any, within a class of the aggregate number of issued shares of the corporation after giving effect to the change.
        (5) A statement, expressed in dollars, of the amount
    
of paid-in capital of the corporation as last reported to the Secretary of State in any document required to be filed by this Act, other than an annual report, interim annual report, or final transition annual report.
        (6) A statement, expressed in dollars, of the amount
    
of paid-in capital of the corporation after giving effect to the merger or consolidation, which amount, except as provided in subsection (f) of Section 9.20 of this Act, must be at least equal to the sum of the paid-in capital amounts of the merged or consolidated corporations before the event.
        (7) Additional information concerning each of the
    
constituent corporations that was a party to a merger or consolidation as may be necessary or appropriate to verify the proper amount of fees and franchise taxes payable by the corporation.
    (b) The report shall be made on forms prescribed and furnished by the Secretary of State.
(Source: P.A. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)