State of Illinois
91st General Assembly
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[ Introduced ][ Enrolled ][ Senate Amendment 001 ]

91_SB0566eng

 
SB566 Engrossed                                LRB9103880DJcd

 1        AN ACT to amend the Business Corporation Act of  1983  by
 2    changing certain Sections.

 3        Be  it  enacted  by  the People of the State of Illinois,
 4    represented in the General Assembly:

 5        Section 5.  The  Business  Corporation  Act  of  1983  is
 6    amended  by  changing Sections 1.15, 1.17, 8.40, 8.75, 10.05,
 7    10.35, 13.45,  14.35,  15.40,  15.45,  15.70,  15.75,  15.80,
 8    15.85, and 16.05 as follows:

 9        (805 ILCS 5/1.15) (from Ch. 32, par. 1.15)
10        Sec.  1.15.   Statement  of correction.  (a) Whenever any
11    instrument authorized to be filed with the Secretary of State
12    under any provision of this Act has been so filed and, as  of
13    the  date  of  the  action  therein referred to, contains any
14    misstatement  of  fact,   typographical   error,   error   of
15    transcription or any other error or defect or was defectively
16    or  erroneously executed, such instrument may be corrected by
17    filing, in accordance  with  Section  1.10  of  this  Act,  a
18    statement of correction.
19        (b)  A statement of correction shall set forth:
20             (1)  The   name  or  names  of  the  corporation  or
21        corporations and the State or country under the  laws  of
22        which each is organized.
23             (2)  The title of the instrument being corrected and
24        the date it was filed by the Secretary of State.
25             (3)  The inaccuracy, error or defect to be corrected
26        and the portion of the instrument in corrected form.
27        (c)  A  statement  of correction shall be executed in the
28    same manner in  which  the  instrument  being  corrected  was
29    required to be executed.
30        (d)  The  corrected  instrument  shall be effective as of
31    the date the original instrument was filed.
 
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 1        (e)  A statement of correction shall not:
 2             (1)  Effect any  change  or  amendment  of  articles
 3        which  would  not  in all respects have complied with the
 4        requirements of this  Act  at  the  time  of  filing  the
 5        instrument being corrected.
 6             (2)  Take  the  place  of any document, statement or
 7        report otherwise required to be filed by this Act.
 8             (3)  Affect  any  right  or  liability  accrued   or
 9        incurred  before  such  filing,  except that any right or
10        liability accrued or incurred by reason of the  error  or
11        defect  being  corrected  shall  be  extinguished by such
12        filing  if  the  person  having  such   right   has   not
13        detrimentally relied on the original instrument.
14             (4)  Alter   the   provisions  of  the  articles  of
15        incorporation with respect to  the  corporation  name  or
16        purpose,  the class or classes and number of shares to be
17        authorized,  and  the  names   and   addresses   of   the
18        incorporators or initial directors.
19             (5)  Alter  the  provisions  of  the application for
20        certificate of authority of a  foreign  corporation  with
21        respect to the corporation name.
22             (6)  Alter  the  provisions  of  the  application to
23        adopt or change an assumed corporate name with respect to
24        the assumed corporate name.
25             (7)  Alter the wording of any resolution as filed in
26        any document report with the Secretary of State and which
27        was in fact adopted by the board of directors or  by  the
28        shareholders.
29             (8)  Alter   the  provisions  of  the  statement  of
30        election of an extended filing month with respect to  the
31        extended filing month.
32        (f)  A  statement of correction may correct the basis, as
33    established by any document required to be filed by this Act,
34    of license fees, taxes, penalty, interest,  or  other  charge
 
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 1    paid or payable under this Act.
 2        (g)  A  statement  of  correction may provide the grounds
 3    for a petition for a refund or an adjustment of an assessment
 4    filed under Section 1.17 of this Act.
 5    (Source: P.A. 86-985.)

 6        (805 ILCS 5/1.17) (from Ch. 32, par. 1.17)
 7        Sec. 1.17.  Petition for refund or adjustment of  license
 8    fee, franchise tax, or penalty, or interest.
 9        (a)  Any  domestic  corporation  or  foreign  corporation
10    having  authority  to  transact  business  in  this State may
11    petition the Secretary of State for a refund or adjustment of
12    license fee, franchise tax, or penalty, or  interest  claimed
13    to  have  been  erroneously  paid  or  claimed to be payable,
14    subject however to the following limitations:
15             (1)  No refund shall be made unless a  petition  for
16        such  shall  have  been  filed in accordance with Section
17        1.10 of this Act within three years after the  amount  to
18        be refunded was paid;
19             (2)  No adjustment of any license fee, franchise tax
20        , or penalty, or interest shall be made unless a petition
21        for  such  shall  have been made within three years after
22        the amount to be adjusted should have been paid;
23             (3)  If the refund or adjustment  claimed  is  based
24        upon  an  instrument  filed  with  the Secretary of State
25        which contained a  misstatement  of  fact,  typographical
26        error,  error  of transcription or other error or defect,
27        no refund or adjustment of any license fee, franchise tax
28        ,  or  penalty,  or  interest  shall  be  made  unless  a
29        statement of correction has been filed in accordance with
30        Section 1.15 of this Act.
31        (b)  The petition  for  refund  or  adjustment  shall  be
32    executed  in  accordance  with  Section  1.10 of this Act and
33    shall set forth:
 
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 1             (1)  The name of the corporation and  the  state  or
 2        country under the laws of which it is organized.
 3             (2)  The amount and nature of the claim.
 4             (3)  The  details  of each transaction and all facts
 5        upon which the petitioner relies.
 6             (4)  Any other information required by rule.
 7        (c)  If  the  Secretary  of  State  determines  that  any
 8    license fee,  franchise  tax,  or  penalty,  or  interest  is
 9    incorrect,  in  whole  or in part, he or she shall adjust the
10    amount to be paid or shall  refund  to  the  corporation  any
11    amount  paid  in  excess  of  the  proper  amount;  provided,
12    however, that no refund shall be made for an amount less than
13    $200 and any refund in excess of that amount shall be reduced
14    by $200, and provided further, that such refund shall be made
15    without payment of interest.
16    (Source: P.A. 88-151.)

17        (805 ILCS 5/8.40) (from Ch. 32, par. 8.40)
18        Sec.   8.40.    Committees.    (a)  If  the  articles  of
19    incorporation or  by-laws  so  provide,  a  majority  of  the
20    directors may create one or more committees, each to have one
21    or more members, and appoint members of the board to serve on
22    the  committee  or  committees.  A committee's Each committee
23    shall have two or  more  members  shall,  who  serve  at  the
24    pleasure of the board.
25        (b)  Unless  the  appointment  by  the board of directors
26    requires a greater number, a majority of any committee  shall
27    constitute  a  quorum and a majority of a quorum is necessary
28    for committee action.   A  committee  may  act  by  unanimous
29    consent  in  writing  without  a  meeting and, subject to the
30    provisions  of  the  by-laws  or  action  by  the  board   of
31    directors,  the  committee  by  majority  vote of its members
32    shall determine the time and place of meetings and the notice
33    required therefor.
 
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 1        (c)  To the extent specified by the board of directors or
 2    in the articles of incorporation or by-laws,  each  committee
 3    may  exercise  the  authority of the board of directors under
 4    Section 8.05; provided, however, a committee may not:
 5        (1)  authorize distributions, except for dividends to  be
 6    paid  with  respect  to  shares  of  any preferred or special
 7    classes or any series thereof;
 8        (2)  approve or recommend to shareholders  any  act  this
 9    Act requires to be approved by shareholders;
10        (3)  fill  vacancies  on  the  board  or  on  any  of its
11    committees;
12        (4)  elect or remove officers or fix the compensation  of
13    any member of the committee;
14        (5)  adopt, amend or repeal the by-laws;
15        (6)  approve  a  plan of merger not requiring shareholder
16    approval;
17        (7)  authorize or approve reacquisition of shares, except
18    according to a general formula or method  prescribed  by  the
19    board;
20        (8)  authorize  or  approve  the  issuance  or  sale,  or
21    contract for sale, of shares or determine the designation and
22    relative  rights, preferences, and limitations of a series of
23    shares, except that the board may direct a committee  (i)  to
24    fix  the  specific  terms of the issuance or sale or contract
25    for sale, including without limitation the pricing  terms  or
26    the   designation   and  relative  rights,  preferences,  and
27    limitations of a series of shares if the board  of  directors
28    has  approved  the  maximum  number  of  shares  to be issued
29    pursuant to such delegated authority or (ii) to fix the price
30    and the number  of  shares  to  be  allocated  to  particular
31    employees under an employee benefit plan; or
32        (9)  amend,  alter,  repeal,  or take action inconsistent
33    with any resolution or action of the board of directors  when
34    the  resolution  or action of the board of directors provides
 
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 1    by its terms  that  it  shall  not  be  amended,  altered  or
 2    repealed by action of a committee.
 3    (Source: P.A. 86-464.)

 4        (805 ILCS 5/8.75) (from Ch. 32, par. 8.75)
 5        Sec.   8.75.   Indemnification  of  officers,  directors,
 6    employees and agents; insurance.
 7        (a)  A corporation may indemnify any person who was or is
 8    a party,  or  is  threatened  to  be  made  a  party  to  any
 9    threatened,  pending or completed action, suit or proceeding,
10    whether  civil,  criminal,  administrative  or  investigative
11    (other than an action by or in the right of the  corporation)
12    by  reason  of  the fact that he or she is or was a director,
13    officer, employee or agent of the corporation, or who  is  or
14    was  serving at the request of the corporation as a director,
15    officer,  employee   or   agent   of   another   corporation,
16    partnership,   joint  venture,  trust  or  other  enterprise,
17    against  expenses  (including  attorneys'  fees),  judgments,
18    fines and amounts paid in settlement actually and  reasonably
19    incurred  by such person in connection with such action, suit
20    or proceeding, if such person acted in good faith  and  in  a
21    manner he or she reasonably believed to be in, or not opposed
22    to  the  best interests of the corporation, and, with respect
23    to any criminal action or proceeding, had no reasonable cause
24    to believe his or her conduct was unlawful.  The  termination
25    of  any  action,  suit  or  proceeding  by  judgment,  order,
26    settlement,  conviction, or upon a plea of nolo contendere or
27    its equivalent, shall not, of itself,  create  a  presumption
28    that  the  person  did  not act in good faith and in a manner
29    which he or she reasonably believed to be in or  not  opposed
30    to  the best interests of the corporation or, with respect to
31    any criminal  action  or  proceeding,  that  the  person  had
32    reasonable  cause  to  believe  that  his  or her conduct was
33    unlawful.
 
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 1        (b)  A corporation may indemnify any person who was or is
 2    a party,  or  is  threatened  to  be  made  a  party  to  any
 3    threatened,  pending or completed action or suit by or in the
 4    right of the corporation to procure a judgment in  its  favor
 5    by  reason of the fact that such person is or was a director,
 6    officer, employee or agent of the corporation, or is  or  was
 7    serving  at  the  request  of  the corporation as a director,
 8    officer,  employee   or   agent   of   another   corporation,
 9    partnership,   joint  venture,  trust  or  other  enterprise,
10    against expenses (including  attorneys'  fees)  actually  and
11    reasonably  incurred  by  such  person in connection with the
12    defense or settlement of such action or suit, if such  person
13    acted  in  good  faith  and  in a manner he or she reasonably
14    believed to be in, or not opposed to, the best  interests  of
15    the  corporation,  provided  that no indemnification shall be
16    made with respect to any claim, issue, or matter as to  which
17    such  person  has  been  adjudged  to have been liable to the
18    corporation, unless, and only to the extent that the court in
19    which such action or suit was brought  shall  determine  upon
20    application  that, despite the adjudication of liability, but
21    in view of all the circumstances of the case, such person  is
22    fairly and reasonably entitled to indemnity for such expenses
23    as the court shall deem proper.
24        (c)  To  the extent that a director, officer, employee or
25    agent of a corporation has been successful, on the merits  or
26    otherwise,  in  the defense of any action, suit or proceeding
27    referred to in subsections (a) and (b), or in defense of  any
28    claim,   issue  or  matter  therein,  such  person  shall  be
29    indemnified  against  expenses  (including  attorneys'  fees)
30    actually and reasonably incurred by such person in connection
31    therewith.
32        (d)  Any indemnification under subsections  (a)  and  (b)
33    (unless  ordered by a court) shall be made by the corporation
34    only as authorized in the specific case, upon a determination
 
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 1    that indemnification of the director,  officer,  employee  or
 2    agent  is  proper  in the circumstances because he or she has
 3    met  the  applicable  standard  of  conduct  set   forth   in
 4    subsections (a) or (b).  Such determination shall be made (1)
 5    by  the  board  of  directors  by a majority vote of a quorum
 6    consisting of directors who were not parties to such  action,
 7    suit   or  proceeding,  or  (2)  if  such  a  quorum  is  not
 8    obtainable,  or,  even  if  obtainable,  if   a   quorum   of
 9    disinterested  directors  so  directs,  by  independent legal
10    counsel in a written opinion, or (3) by the shareholders.
11        (e)  Expenses incurred in defending a civil  or  criminal
12    action,  suit or proceeding may be paid by the corporation in
13    advance of the final disposition  of  such  action,  suit  or
14    proceeding  upon receipt of an undertaking by or on behalf of
15    the director, officer, employee or agent to repay such amount
16    if it shall ultimately be determined that he or  she  is  not
17    entitled  to  be indemnified by the corporation as authorized
18    in this Section.
19        (f)  The  indemnification  and  advancement  of  expenses
20    provided by or granted under the other  subsections  of  this
21    Section  shall not be deemed exclusive of any other rights to
22    which  those  seeking  indemnification  or   advancement   of
23    expenses may be entitled under any by-law, agreement, vote of
24    shareholders  or  disinterested directors, or otherwise, both
25    as to action in his or her official capacity and as to action
26    in another capacity while holding such office.
27        (g)  A corporation may purchase and maintain insurance on
28    behalf of any person who  is  or  was  a  director,  officer,
29    employee  or  agent  of  the  corporation,  or  who is or was
30    serving at the request of  the  corporation  as  a  director,
31    officer,   employee   or   agent   of   another  corporation,
32    partnership,  joint  venture,  trust  or  other   enterprise,
33    against  any  liability  asserted    against  such person and
34    incurred by such person in any such capacity, or arising  out
 
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 1    of  his or her status as such, whether or not the corporation
 2    would have the power to indemnify such  person  against  such
 3    liability under the provisions of this Section.
 4        (h)  If  a  corporation  indemnifies or advances has paid
 5    indemnity or has advanced expenses to a director or , officer
 6    under subsection (b) of this Section, employee or agent,  the
 7    corporation  shall  report  the indemnification or advance in
 8    writing to the shareholders with or before the notice of  the
 9    next shareholders meeting.
10        (i)  For  purposes  of  this  Section, references to "the
11    corporation" shall include,  in  addition  to  the  surviving
12    corporation,   any   merging   corporation   (including   any
13    corporation   having   merged  with  a  merging  corporation)
14    absorbed in a merger which, if  its  separate  existence  had
15    continued,   would  have  had  the  power  and  authority  to
16    indemnify its directors, officers, and employees  or  agents,
17    so  that  any person who was a director, officer, employee or
18    agent of such merging corporation,  or  was  serving  at  the
19    request  of  such merging corporation as a director, officer,
20    employee or agent of another corporation, partnership,  joint
21    venture,  trust  or other enterprise, shall stand in the same
22    position under the provisions of this Section with respect to
23    the surviving corporation as  such  person  would  have  with
24    respect to such merging corporation if its separate existence
25    had continued.
26        (j)  For  purposes  of this Section, references to "other
27    enterprises" shall include employee benefit plans; references
28    to "fines" shall include  any  excise  taxes  assessed  on  a
29    person   with  respect  to  an  employee  benefit  plan;  and
30    references to "serving at the  request  of  the  corporation"
31    shall include any service as a director, officer, employee or
32    agent of the corporation which imposes duties on, or involves
33    services  by  such director, officer, employee, or agent with
34    respect to an employee benefit  plan,  its  participants,  or
 
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 1    beneficiaries.   A  person  who  acted in good faith and in a
 2    manner he or she  reasonably  believed  to  be  in  the  best
 3    interests   of  the  participants  and  beneficiaries  of  an
 4    employee benefit plan shall be deemed  to  have  acted  in  a
 5    manner  "not opposed to the best interest of the corporation"
 6    as referred to in this Section.
 7        (k)  The  indemnification  and  advancement  of  expenses
 8    provided by or  granted  under  this  Section  shall,  unless
 9    otherwise  provided  when authorized or ratified, continue as
10    to a person  who  has  ceased  to  be  a  director,  officer,
11    employee,  or  agent  and  shall  inure to the benefit of the
12    heirs, executors, and administrators of that person.
13    (Source: P.A. 88-43.)

14        (805 ILCS 5/10.05) (from Ch. 32, par. 10.05)
15        Sec.   10.05.    Authority   to   amend    articles    of
16    incorporation.   (a)  A corporation may amend its articles of
17    incorporation at any time and from time to time to add a  new
18    provision  or  to  change  or  remove  an existing provision,
19    provided that the  articles  as  amended  contain  only  such
20    provisions  as are required or permitted in original articles
21    of incorporation at the time of amendment.  The  articles  as
22    amended   must   contain   all  the  provisions  required  by
23    subsection (a) of Section 2.10  except  that  the  names  and
24    addresses of the initial directors may be omitted removed and
25    the  name  of  the initial registered agent or the address of
26    the initial registered office may be  omitted  removed  if  a
27    statement of change is on file.
28        (b)  A  corporation  whose period of duration as provided
29    in the articles of incorporation has expired  may  amend  its
30    articles  of  incorporation to revive its articles and extend
31    the  period  of  corporate  duration,  including  making  the
32    duration perpetual, at any time within 5 years after the date
33    of expiration.
 
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 1    (Source: P.A. 84-924.)

 2        (805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
 3        Sec. 10.35.  Effect of certificate of amendment.
 4        (a)  The  amendment  shall  become  effective   and   the
 5    articles  of  incorporation  shall  be  deemed  to be amended
 6    accordingly, as of the later of:
 7             (1)(a)  the issuance of the certificate of amendment
 8        by the Secretary of State; or
 9             (2)(b)  the time established under the  articles  of
10        amendment,  not  to  exceed 30 days after the issuance of
11        the certificate of amendment by the Secretary of State.
12        (b)  If the amendment is  made  in  accordance  with  the
13    provisions  of  Section  10.40,  upon  the  issuance  of  the
14    certificate  of  amendment  by  the  Secretary  of State, the
15    amendment  shall  become  effective  and  the   articles   of
16    incorporation  shall  be  deemed  to  be amended accordingly,
17    without any action thereon by the directors  or  shareholders
18    of  the  corporation  and  with  the  same  effect  as if the
19    amendments had  been  adopted  by  unanimous  action  of  the
20    directors and shareholders of the corporation.
21        (c)  If   the   amendment   restates   the   articles  of
22    incorporation, such restated articles of incorporation shall,
23    upon such amendment becoming effective, supersede  and  stand
24    in   lieu   of  the  corporation's  preexisting  articles  of
25    incorporation.
26        (d)  If   the   amendment   revives   the   articles   of
27    incorporation and extends the period of  corporate  duration,
28    upon  the  issuance  of  the  certificate of amendment by the
29    Secretary of State, the amendment shall become effective  and
30    the  corporate  existence  shall  be deemed to have continued
31    without interruption from  the  date  of  expiration  of  the
32    original  period of duration, and the corporation shall stand
33    revived with such powers, duties and obligations  as  if  its
 
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 1    period  of  duration  had  not  expired;  and  all  acts  and
 2    proceedings  of  its  officers,  directors  and shareholders,
 3    acting or purporting to act as such, which  would  have  been
 4    legal and valid but for such expiration, shall stand ratified
 5    and confirmed.
 6        (e)  Each  amendment  which  affects the number of issued
 7    shares or the amount of paid-in capital shall be deemed to be
 8    a report under the provisions of this Act.
 9        (f)  No amendment of the articles of incorporation  of  a
10    corporation  shall  affect  any  existing  cause of action in
11    favor of or against such corporation, or any pending suit  in
12    which  such  corporation  shall  be  a party, or the existing
13    rights of persons other than shareholders; and, in the  event
14    the  corporate  name  shall  be changed by amendment, no suit
15    brought by or against such corporation under its former  name
16    shall be abated for that reason.
17    (Source: P.A. 83-1025.)

18        (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
19        Sec.  13.45. Withdrawal of foreign corporation. A foreign
20    corporation authorized to transact business in this State may
21    withdraw from this State upon procuring from the Secretary of
22    State a certificate of withdrawal. In order to  procure  such
23    certificate  of  withdrawal,  such  foreign corporation shall
24    either:
25        (a)  Execute  and  file  in  duplicate   triplicate,   in
26    accordance  with Section 1.10 of this Act, an application for
27    withdrawal and a final report which shall set forth:
28        (1)  That no proportion of its issued shares  is  on  the
29    date  of  such application represented by business transacted
30    or property located in this State.
31        (2)  That  it  surrenders  its  authority   to   transact
32    business in this State.
33        (3)  That  it  revokes  the  authority  of its registered
 
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 1    agent in this State to accept service of process and consents
 2    that service of process in any suit,  action,  or  proceeding
 3    based  upon  any cause of action arising in this State during
 4    the time the corporation was licensed to transact business in
 5    this State may thereafter be  made  on  such  corporation  by
 6    service thereof on the Secretary of State.
 7        (4)  A  post-office address to which may be mailed a copy
 8    of any process against the corporation that may be served  on
 9    the Secretary of State.
10        (5)  The name of the corporation and the state or country
11    under the laws of which it is organized.
12        (6)  A statement of the aggregate number of issued shares
13    of  the  corporation itemized by classes, and series, if any,
14    within a class, as of the date of such final report.
15        (7)  A statement of the amount of paid-in capital of  the
16    corporation as of the date of such final report.
17        (8)  Such  additional  information as may be necessary or
18    appropriate in order to enable  the  Secretary  of  State  to
19    determine  and  assess  any  unpaid  fees  or franchise taxes
20    payable  by  such  foreign  corporation  as   in   this   Act
21    prescribed; or
22        (b)  If  it  has  been  dissolved,  file  a  copy  of the
23    articles of dissolution  duly  authenticated  by  the  proper
24    officer  of the state or country under the laws of which such
25    corporation was organized.
26        (c)  The application for withdrawal and the final  report
27    shall  be  made  on  forms  prescribed  and  furnished by the
28    Secretary of State.
29        (d)  When the corporation has  complied  with  subsection
30    (a) or (b) of this Section the Secretary of State shall issue
31    a certificate of withdrawal.  If the provisions of subsection
32    (b)  of  this  Section  have  been followed, the Secretary of
33    State shall file the copy of the articles of  dissolution  in
34    his  or  her  office  with  one  copy  of  the certificate of
 
SB566 Engrossed             -14-               LRB9103880DJcd
 1    withdrawal affixed thereto, mail the original certificate  to
 2    the  corporation  or its representative, and file one copy of
 3    the certificate with the recorder of the county in which  the
 4    registered  office  of  the  corporation  in  this  State  is
 5    situated,  to  be  recorded  by  such recorder.  The recorder
 6    shall submit for payment to the  Secretary  of  State,  on  a
 7    quarterly basis, the amount of filing fees incurred.
 8        Upon  the issuance of such certificate of withdrawal, the
 9    authority of the corporation to  transact  business  in  this
10    State shall cease.
11    (Source: P.A. 84-924.)

12        (805 ILCS 5/14.35) (from Ch. 32, par. 14.35)
13        Sec. 14.35.  Report following merger or consolidation.
14        (a)  Whenever   a   domestic  corporation  or  a  foreign
15    corporation authorized to transact business in this State  is
16    the surviving corporation in a statutory merger or whenever a
17    domestic   corporation   is   the   new   corporation   in  a
18    consolidation, it shall, within 60 days after  the  effective
19    date  of  the  event, if the effective date occurs after both
20    December 31, 1990  and  the  last  day  of  the  third  month
21    immediately  preceding its anniversary month in 1991, execute
22    and file in accordance with  Section  1.10  of  this  Act,  a
23    report setting forth:
24             (1)  The  name  of  the corporation and the state or
25        country under the laws of which it is organized.
26             (2)  A description of the merger or consolidation.
27             (3)  A statement itemized by classes and series,  if
28        any,  within  a  class  of the aggregate number of issued
29        shares  of  the  corporation  as  last  reported  to  the
30        Secretary of State in any document required to  be  filed
31        by  this Act, other than an annual report, interim annual
32        report, or final transition annual report.
33             (4)  A statement itemized by classes and series,  if
 
SB566 Engrossed             -15-               LRB9103880DJcd
 1        any,  within  a  class  of the aggregate number of issued
 2        shares of the corporation  after  giving  effect  to  the
 3        change.
 4             (5)  A  statement,  expressed  in  dollars,  of  the
 5        amount  of  paid-in  capital  of  the corporation as last
 6        reported to  the  Secretary  of  State  in  any  document
 7        required  to  be  filed by this Act, other than an annual
 8        report, interim annual report, or final transition annual
 9        report.
10             (6)  A  statement,  expressed  in  dollars,  of  the
11        amount of paid-in capital of the corporation after giving
12        effect to the merger change.
13             (7)  Additional information concerning each  of  the
14        constituent  corporations that was a party to a merger or
15        consolidation as  may  be  necessary  or  appropriate  to
16        verify  the  proper  amount  of  fees and franchise taxes
17        payable by the corporation.
18        (b)  The report shall be made  on  forms  prescribed  and
19    furnished by the Secretary of State.
20    (Source: P.A. 86-1217.)

21        (805 ILCS 5/15.40) (from Ch. 32, par. 15.40)
22        Sec.  15.40.   Basis  for  computation of franchise taxes
23    payable by domestic corporations.
24        (a)  The basis for the initial franchise tax payable by a
25    domestic corporation shall be the amount represented in  this
26    State,  determined  in accordance with the provisions of this
27    Section, of its paid-in capital as  disclosed  by  its  first
28    report of the issuance of shares.
29        (b)  The basis for an additional franchise tax payable by
30    a  domestic  corporation,  except  in the case of a statutory
31    merger  or  consolidation,  shall  be  the  increased  amount
32    represented in this State, determined in accordance with  the
33    provisions  of  this  Section,  of  its  paid-in  capital  as
 
SB566 Engrossed             -16-               LRB9103880DJcd
 1    disclosed  by any report of issuance of additional shares, or
 2    of an increase in paid-in capital  without  the  issuance  of
 3    shares,  or  of an exchange or reclassification of shares, or
 4    of cumulative changes in paid-in capital.
 5        (c)  In the case of a statutory merger  or  consolidation
 6    of   domestic  corporations,  the  basis  for  an  additional
 7    franchise tax payable by the  surviving  or  new  corporation
 8    shall  be  the  increased  amount  represented in this State,
 9    determined in accordance with the provisions of this  Section
10    of  the  paid-in  capital of the surviving or new corporation
11    immediately  after  the  merger  or  consolidation  over  the
12    aggregate of the amounts represented in  this  State  of  the
13    paid-in  capital  of  the merged or consolidated corporations
14    disclosed by the latest reports filed by those  corporations,
15    respectively, with the Secretary of State as required by this
16    Act;  provided,  however,  the basis for a further additional
17    franchise tax payable by the  surviving  or  new  corporation
18    shall be determined in accordance with the provisions of this
19    Section,  on  the  paid-in  capital  of each of the merged or
20    consolidated corporations as  last  reported  by  it  in  any
21    document,  other  than an annual report, required by this Act
22    to be filed with the Secretary of  State,  from  its  taxable
23    year  end to the next succeeding anniversary month or, in the
24    case of a corporation that has established an extended filing
25    month, the next  succeeding  extended  filing  month  of  the
26    surviving   or  new  corporation; however if the taxable year
27    ends within the 2  month  period  immediately  preceding  the
28    anniversary  month  or, in the case of a corporation that has
29    established an extended filing  month,  the  next  succeeding
30    extended filing month of the surviving or new corporation the
31    tax  shall  be  computed  to the anniversary month or, in the
32    case of a corporation that has established an extended filing
33    month, the next  succeeding  extended  filing  month  of  the
34    surviving  or new corporation in the next succeeding calendar
 
SB566 Engrossed             -17-               LRB9103880DJcd
 1    year.
 2        (d)  The basis for the annual franchise tax payable by  a
 3    domestic  corporation shall be the amount represented in this
 4    State, determined in accordance with the provisions  of  this
 5    Section,  of its paid-in capital on the last day of the third
 6    month preceding the anniversary month or, in the  case  of  a
 7    corporation that has established an extended filing month, on
 8    the  last  day of the corporation's fiscal year preceding the
 9    extended filing month.
10        (e)  For  the   purpose   of   determining   the   amount
11    represented  in  this  State  of  the  paid-in  capital  of a
12    domestic corporation, the amount represented  in  this  State
13    shall  be that proportion of its paid-in capital that the sum
14    of (1) the value of its property located in  this  State  and
15    (2)  the gross amount of business transacted by it at or from
16    places of business in this State bears to the sum of (1)  the
17    value  of  all of its property, wherever located, and (2) the
18    gross amount of its business, wherever transacted, except  as
19    follows:
20             (1)  (a)  If  the  corporation  elects in its annual
21        report in any year to pay  its  franchise  tax  upon  its
22        entire  paid-in  capital,  all  franchise  taxes accruing
23        against the corporation for that taxable  year  shall  be
24        computed   accordingly   until   the  corporation  elects
25        otherwise in an annual report for a subsequent year.
26             (2) (b)  If the corporation fails to file its annual
27        report or final transition  annual  report  in  any  year
28        within the time prescribed by this Act, the proportion of
29        its  paid-in  capital  represented in this State shall be
30        deemed to be its entire paid-in capital unless its annual
31        report is thereafter filed and its  franchise  taxes  are
32        thereafter   adjusted   by  the  Secretary  of  State  in
33        accordance with the provisions of this Act, in which case
34        the proportion shall likewise be  adjusted  to  the  same
 
SB566 Engrossed             -18-               LRB9103880DJcd
 1        proportion  that  would have prevailed if the corporation
 2        had filed its annual report within the time prescribed by
 3        this Act.
 4             (3) (c)  In  the  case  of  a  statutory  merger  or
 5        consolidation  that  becomes  effective  either  prior to
 6        January 1, 1991 or on or prior to the  last  day  of  the
 7        third month preceding the corporation's anniversary month
 8        in 1991, the amount of the paid-in capital represented in
 9        this   State   of   the   surviving  or  new  corporation
10        immediately after the merger or consolidation, until  the
11        filing  of  the  next  annual report of such corporation,
12        shall be deemed to be  that  proportion  of  the  paid-in
13        capital  of  the  surviving  or  new corporation that the
14        aggregate amounts represented in this State of the sum of
15        the  paid-in  capital  of  the  merged  or   consolidated
16        corporations, separately determined, bore to the total of
17        the  sum  of  the paid-in capital of all of the merged or
18        consolidated corporations immediately prior to the merger
19        or consolidation.
20        (f)  For increases in paid-in capital that  occur  either
21    prior  to  January  1, 1991 or on or prior to the last day of
22    the third month preceding the corporation's anniversary month
23    in 1991, the proportion  corporation  on  file  on  the  date
24    represented  in  this  State  of  the  paid-in  capital  of a
25    domestic corporation shall  be  determined  from  information
26    contained  in  the latest annual report of the corporation on
27    file on the date the particular increase in  paid-in  capital
28    is  shown  to  have been made, or, if no annual report was on
29    file on the date of the increase, from information  contained
30    in  its articles of incorporation, or, in case of a merger or
31    consolidation that becomes effective either prior to  January
32    1,  1991  or  on  or prior to the last day of the third month
33    preceding the corporation's anniversary month in  1991,  from
34    information  contained  in the report of the surviving or new
 
SB566 Engrossed             -19-               LRB9103880DJcd
 1    corporation of the amount of its  paid-in  capital  following
 2    the  merger  or  consolidation.   For  increases  in  paid-in
 3    capital  that occur after both December 31, 1990 and the last
 4    day of such third month, the proportion represented  in  this
 5    State  of the paid-in capital of a domestic corporation shall
 6    be determined from information contained in the latest annual
 7    report of the corporation for the taxable period in which the
 8    particular increase in paid-in capital is shown to have  been
 9    made  or,  if no annual report was on file on the date of the
10    increase, from  information  contained  in  its  articles  of
11    incorporation.
12        (g)  No  basis  under  this  Section  may  consist of any
13    redeemable preference   shares  sold  to  the  United  States
14    Secretary  of  Transportation  under  Sections 505 and 506 of
15    Public Law 94-210.
16    (Source: P.A. 86-985; 86-1217; 87-516.)

17        (805 ILCS 5/15.45) (from Ch. 32, par. 15.45)
18        Sec. 15.45.  Rate of franchise taxes payable by  domestic
19    corporations.
20        (a)  The  annual  franchise  tax payable by each domestic
21    corporation shall be computed at the rate of 1/12 of 1/10  of
22    1% for each calendar month or fraction thereof for the period
23    commencing  on the first day of July 1983 to the first day of
24    the anniversary month in 1984, but  in  no  event  shall  the
25    amount  of the annual franchise tax be less than $2.08333 per
26    month assessed on a minimum of $25 per  annum  or  more  than
27    $83,333.333333  per  month;  thereafter, the annual franchise
28    tax payable by each domestic corporation shall be computed at
29    the rate of 1/10 of 1% for the 12-months'  period  commencing
30    on  the first day of the anniversary month or, in cases where
31    a corporation has established an extended filing  month,  the
32    extended  filing  month  of  the corporation, but in no event
33    shall the amount of the annual franchise tax be less than $25
 
SB566 Engrossed             -20-               LRB9103880DJcd
 1    nor more than $1,000,000 per annum.
 2        (b)  The annual franchise tax payable  by  each  domestic
 3    corporation at the time of filing a statement of election and
 4    interim  annual  report shall be computed at the rate of 1/10
 5    of 1% for the 12 month period commencing on the first day  of
 6    the  anniversary month of the corporation next following such
 7    filing, but in no  event  shall  the  amount  of  the  annual
 8    franchise  tax  be less than $25 nor more than $1,000,000 per
 9    annum.
10        (c)  The annual franchise tax  payable  at  the  time  of
11    filing  the final transition annual report shall be an amount
12    equal to (i) 1/12 of 1/10 of 1% per month of  the  proportion
13    of  paid-in capital represented in this State as shown in the
14    final transition annual report multiplied by (ii) the  number
15    of   months   commencing  with  the  anniversary  month  next
16    following the filing of the statement of election until,  but
17    excluding,  the second extended filing month, less the annual
18    franchise tax theretofore paid at  the  time  of  filing  the
19    statement  of  election,  but in no event shall the amount of
20    the annual franchise tax be  less  than  $2.08333  per  month
21    assessed  on  a  minimum  of  $25  per  annum  or  more  than
22    $83,333.333333 per month.
23        (d)  The  initial  franchise tax payable after January 1,
24    1983,  but  prior  to  January  1,  1991,  by  each  domestic
25    corporation shall be computed at the rate of 1/10 of  1%  for
26    the  12  months'  period  commencing  on the first day of the
27    anniversary month in which the certificate  of  incorporation
28    is  issued to the corporation under Section 2.10 of this Act,
29    but in no event shall the franchise tax be less than $25  nor
30    more  than  $1,000,000  per  annum. The initial franchise tax
31    payable on  or  after  January  1,  1991,  by  each  domestic
32    corporation shall be computed at the rate of 15/100 of 1% for
33    the  12  month  period  commencing  on  the  first day of the
34    anniversary month in which the certificate  of  incorporation
 
SB566 Engrossed             -21-               LRB9103880DJcd
 1    is  issued to the corporation under Section 2.10 of this Act,
 2    but in no event shall the initial franchise tax be less  than
 3    $25  nor  more than $1,000,000 per annum plus 1/20th of 1% of
 4    the basis therefor.
 5        (e)  Each  additional  franchise  tax  payable  by   each
 6    domestic corporation for the period beginning January 1, 1983
 7    through  December  31,  1983 shall be computed at the rate of
 8    1/12 of 1/10 of  1%  for  each  calendar  month  or  fraction
 9    thereof,  between the date of each respective increase in its
10    paid-in capital and its anniversary month in 1984; thereafter
11    until the last day of the month that is both  after  December
12    31,  1990  and  the  third  month  immediately  preceding the
13    anniversary month in 1991,   each  additional  franchise  tax
14    payable by each domestic corporation shall be computed at the
15    rate  of  1/12  of  1/10  of  1%  for each calendar month, or
16    fraction  thereof,  between  the  date  of  each   respective
17    increase  in  its  paid-in  capital  and its next anniversary
18    month; however, if the increase occurs  within  the  2  month
19    period  immediately  preceding the anniversary month, the tax
20    shall be computed  to  the  anniversary  month  of  the  next
21    succeeding   calendar  year.  Commencing  with  increases  in
22    paid-in capital that occur subsequent to  both  December  31,
23    1990  and  the  last  day  of  the  third  month  immediately
24    preceding  the  anniversary  month  in  1991,  the additional
25    franchise tax payable by  a  domestic  corporation  shall  be
26    computed at the rate of 15/100 of 1%.
27    (Source: P.A. 86-985; 86-1217.)

28        (805 ILCS 5/15.70) (from Ch. 32, par. 15.70)
29        Sec.  15.70.   Basis  for  computation of franchise taxes
30    payable by foreign corporations.
31        (a) The basis for the initial franchise tax payable by  a
32    foreign  corporation  shall be the amount represented in this
33    State, determined in accordance with the provisions  of  this
 
SB566 Engrossed             -22-               LRB9103880DJcd
 1    Section,   of   its  paid-in  capital  as  disclosed  by  its
 2    application  for  a  certificate  of  authority  to  transact
 3    business in this State.
 4        (b)  The basis for an additional franchise tax payable by
 5    a corporation, except in the  case  of  a  statutory  merger,
 6    shall  be  the  increased  amount  represented in this State,
 7    determined in accordance with the provisions of this Section,
 8    of its paid-in capital as disclosed by any report of issuance
 9    of additional shares, or of an increase  in  paid-in  capital
10    without  the  issuance  of  shares,  or  of  an  exchange  or
11    reclassification  of  shares,  or  of  cumulative  changes in
12    paid-in capital.
13        (c)  Whenever a foreign corporation shall be a party to a
14    statutory merger and shall be the surviving corporation,  the
15    basis  for an additional franchise tax shall be the increased
16    amount represented in this State,  determined  in  accordance
17    with  the  provisions of this Section, of the paid-in capital
18    of the surviving corporation  immediately  after  the  merger
19    over  the  aggregate of the amounts represented in this State
20    of the paid-in capital of the merged corporations;  provided,
21    however,  the  basis  for  a further additional franchise tax
22    payable by the surviving corporation shall be  determined  in
23    accordance  with  the  provisions  of  this  Section,  on the
24    paid-in capital of each of the merged corporations  from  its
25    taxable year end to the next succeeding anniversary month or,
26    in the case of a corporation that has established an extended
27    filing  month,  the  extended  filing  month of the surviving
28    corporation; however if the taxable year ends  within  the  2
29    month  period immediately preceding the anniversary month or,
30    in the case of a corporation that has established an extended
31    filing month, the extended  filing  month  of  the  surviving
32    corporation,  the  tax  shall  be computed to the anniversary
33    month or, in the case of a corporation that  has  established
34    an  extended  filing  month, the extended filing month of the
 
SB566 Engrossed             -23-               LRB9103880DJcd
 1    surviving corporation in the next succeeding calendar year.
 2        (d)  The basis for the annual franchise tax payable by  a
 3    foreign  corporation  shall be the amount represented in this
 4    State, determined in accordance with the provisions  of  this
 5    Section,  of its paid-in capital on the last day of the third
 6    month preceding the anniversary month or, in the  case  of  a
 7    corporation that has established an extended filing month, on
 8    the  last  day of the corporation's fiscal year preceding the
 9    extended filing month.
10        (e)  The amount represented in this State of the  paid-in
11    capital  of a foreign corporation shall be that proportion of
12    its paid-in capital that the sum of  (1)  the  value  of  its
13    property  located  in  this State and (2) the gross amount of
14    business transacted by it at or from places  of  business  in
15    this  State  bears  to the sum of (1) the value of all of its
16    property, wherever located, and (2) the gross amount  of  its
17    business, wherever transacted, except as follows:
18             (1)  (a)  If  the  corporation  elects in its annual
19        report in any year to pay  its  franchise  tax  upon  its
20        entire  paid-in  capital,  all  franchise  taxes accruing
21        against the corporation for that taxable  year  shall  be
22        computed   accordingly   until   the  corporation  elects
23        otherwise in an annual report for a subsequent year.
24             (2) (b)  If the corporation fails to file its annual
25        report in any year within the  time  prescribed  by  this
26        Act, the proportion of its paid-in capital represented in
27        this  State  shall  be  deemed  to  be its entire paid-in
28        capital, unless its annual report is thereafter filed and
29        its  franchise  taxes  are  thereafter  adjusted  by  the
30        Secretary of State in accordance with the  provisions  of
31        this  Act, in which case the proportion shall likewise be
32        adjusted to the same proportion that would have prevailed
33        if the corporation had filed its annual report within the
34        time prescribed by this Act.
 
SB566 Engrossed             -24-               LRB9103880DJcd
 1             (3) (c)  In the case  of  a  statutory  merger  that
 2        becomes  effective  either prior to January 1, 1991 or on
 3        or prior to the last day of the third month preceding the
 4        corporation's anniversary month in 1991,  the  amount  of
 5        the  paid-in  capital  represented  in  this State of the
 6        surviving corporation immediately after the merger, until
 7        the filing of the next annual report of such corporation,
 8        shall be deemed to be  that  proportion  of  the  paid-in
 9        capital  of  the surviving corporation that the aggregate
10        amounts represented in this  State  of  the  sum  of  the
11        paid-in  capital  of  the merged corporations, separately
12        determined, bore to the total of the sum of  the  paid-in
13        capital  of  all  of  the merged corporations immediately
14        prior to the merger.
15        (f)  For increases in paid-in capital that  occur  either
16    prior  to  January  1, 1991 or on or prior to the last day of
17    the third month preceding the corporation's anniversary month
18    in 1991, the proportion  represented in  this  State  of  the
19    paid-in  capital of a foreign corporation shall be determined
20    from information contained in the latest annual report of the
21    corporation on file on the date the  particular  increase  in
22    paid-in  capital is shown to have been made, or, if no annual
23    report was  on  file  on  the  date  of  the  increase,  from
24    information contained in its application for a certificate of
25    authority  to transact business in this State, or, in case of
26    a merger that becomes effective either prior  to  January  1,
27    1991  or  on  or  prior  to  the  last day of the third month
28    preceding the surviving corporation's  anniversary  month  in
29    1991,  from  information  contained  in  the  report  of  the
30    surviving  corporation  of  the amount of its paid-in capital
31    following the merger.  For changes in  paid-in  capital  that
32    occur  after  both December 31, 1990 and the last day of such
33    third month, the proportion represented in this State of  the
34    paid-in  capital  of  a  corporation shall be determined from
 
SB566 Engrossed             -25-               LRB9103880DJcd
 1    information contained in the  latest  annual  report  of  the
 2    corporation  for  the  taxable period in which the particular
 3    increase in paid-in capital is shown to have been made or, if
 4    no annual report was on file on the  date  of  the  increase,
 5    from information contained in its application for certificate
 6    of authority to transact business in Illinois.
 7        (g)  No  basis  under  this  Section  may  consist of any
 8    redeemable  preference  shares  sold  to  the  United  States
 9    Secretary of Transportation under Sections  505  and  506  of
10    Public Law 94-210.
11    (Source: P.A. 86-985; 86-1217; 87-516.)

12        (805 ILCS 5/15.75) (from Ch. 32, par. 15.75)
13        Sec.  15.75.   Rate of franchise taxes payable by foreign
14    corporations.
15        (a)  The annual franchise tax  payable  by  each  foreign
16    corporation  shall be computed at the rate of 1/12 of 1/10 of
17    1% for each calendar month or fraction thereof for the period
18    commencing on the first day of July 1983 to the first day  of
19    the  anniversary  month  in  1984,  but in no event shall the
20    amount of the annual franchise tax be less than $2.083333 per
21    month based on a minimum  of  $25  per  annum  or  more  than
22    $83,333.333333  per  month,  thereafter, the annual franchise
23    tax payable by each foreign corporation shall be computed  at
24    the  rate  of 1/10 of 1% for the 12-months' period commencing
25    on the first day of the anniversary month or, in the case  of
26    a  corporation that has established an extended filing month,
27    the extended filing month of the corporation, but in no event
28    shall the amount of the annual franchise tax be less than $25
29    nor more than $1,000,000 per annum.
30        (b)  The annual franchise tax  payable  by  each  foreign
31    corporation at the time of filing a statement of election and
32    interim  annual  report shall be computed at the rate of 1/10
33    of 1% for the 12 month period commencing on the first day  of
 
SB566 Engrossed             -26-               LRB9103880DJcd
 1    the  anniversary  month of the corporation next following the
 2    filing, but in no  event  shall  the  amount  of  the  annual
 3    franchise  tax  be less than $25 nor more than $1,000,000 per
 4    annum.
 5        (c)  The annual franchise tax  payable  at  the  time  of
 6    filing  the final transition annual report shall be an amount
 7    equal to (i) 1/12 of 1/10 of 1% per month of  the  proportion
 8    of  paid-in capital represented in this State as shown in the
 9    final transition annual report multiplied by (ii) the  number
10    of   months   commencing  with  the  anniversary  month  next
11    following the filing of the statement of election until,  but
12    excluding,  the second extended filing month, less the annual
13    franchise tax theretofore paid at  the  time  of  filing  the
14    statement  of  election,  but in no event shall the amount of
15    the annual franchise tax be less  than  $2.083333  per  month
16    based   on   a   minimum  of  $25  per  annum  or  more  than
17    $83,333.333333 per month.
18        (d)  The initial franchise tax payable after  January  1,
19    1983,   but  prior  to  January  1,  1991,  by  each  foreign
20    corporation shall be computed at the rate of 1/10 of  1%  for
21    the  12  months'  period  commencing  on the first day of the
22    anniversary month in which the certificate  of  authority  is
23    issued  to  the  corporation under Section 13.15 of this Act,
24    but in no event shall the franchise tax be less than $25  nor
25    more  than  $1,000,000  per  annum.   Except in the case of a
26    foreign corporation that has begun  transacting  business  in
27    Illinois  prior to January 1, 1991, the initial franchise tax
28    payable  on  or  after  January  1,  1991,  by  each  foreign
29    corporation, shall be computed at the rate of  15/100  of  1%
30    for  the  12  month period commencing on the first day of the
31    anniversary month in which the certificate  of  authority  is
32    issued  to  the  corporation under Section 13.15 of this Act,
33    but in no event shall the franchise tax be less than $25  nor
34    more  than  $1,000,000 per annum plus 1/20 of 1% of the basis
 
SB566 Engrossed             -27-               LRB9103880DJcd
 1    therefor.
 2        (e)  Whenever the  application  for  the  certificate  of
 3    authority    indicates   that   the   corporation   commenced
 4    transacting business:
 5             (1)  prior to January 1, 1991, the initial franchise
 6        tax shall be computed at the rate of 1/12 of 1/10  of  1%
 7        for each calendar month; or
 8             (2)  after  December 31, 1990, the initial franchise
 9        tax shall be computed at the rate of 1/12 of 15/100 of 1%
10        for each calendar month.
11        (f)  Each  additional  franchise  tax  payable  by   each
12    foreign  corporation for the period beginning January 1, 1983
13    through December 31, 1983 shall be computed at  the  rate  of
14    1/12  of  1/10  of  1%  for  each  calendar month or fraction
15    thereof between the date of each respective increase  in  its
16    paid-in capital and its anniversary month in 1984; thereafter
17    until  the  last day of the month that is both after December
18    31, 1990  and  the  third  month  immediately  preceding  the
19    anniversary  month  in  1991,  each  additional franchise tax
20    payable by each foreign corporation shall be computed at  the
21    rate  of  1/12  of  1/10  of  1%  for each calendar month, or
22    fraction  thereof,  between  the  date  of  each   respective
23    increase  in  its  paid-in  capital  and its next anniversary
24    month; however, if the increase occurs  within  the  2  month
25    period  immediately  preceding the anniversary month, the tax
26    shall be computed  to  the  anniversary  month  of  the  next
27    succeeding   calendar  year.  Commencing  with  increases  in
28    paid-in capital that occur subsequent to  both  December  31,
29    1990  and  the  last  day  of  the  third  month  immediately
30    preceding  the  anniversary  month  in  1991,  the additional
31    franchise tax payable  by  a  foreign  corporation  shall  be
32    computed at the rate of 15/100 of 1%.
33    (Source: P.A. 86-985; 86-1217.)
 
SB566 Engrossed             -28-               LRB9103880DJcd
 1        (805 ILCS 5/15.80) (from Ch. 32, par. 15.80)
 2        Sec.   15.80.    Computation  and  collection  of  annual
 3    franchise taxes - proceeding for dissolution or revocation if
 4    not paid.
 5        (a)  It shall be the duty of the Secretary  of  State  to
 6    collect  all  annual franchise taxes and penalties imposed by
 7    or payable in accordance with this Act.
 8        (b)  During the calendar year 1983, each corporation must
 9    pay its annual franchise tax within 60 days preceding July 1,
10    1983, for the taxable year period beginning July 1,  1983  to
11    each  corporation's  anniversary  month  in 1984; thereafter,
12    within 60 days prior to the  first  day  of  the  anniversary
13    month  or,  in  cases  where a corporation has established an
14    extended filing month, the extended filing  month  each  year
15    the  Secretary  of State shall collect from each corporation,
16    domestic or foreign, required to file  an  annual  report  in
17    such year, the franchise tax payable by it for the 12 months'
18    period  commencing  on the first day of the anniversary month
19    or, in cases where a corporation has established an  extended
20    filing  month,  the extended filing month of such year or, in
21    the case of a corporation which  has  filed  a  statement  of
22    election  of  an  extended  filing  date,  the interim period
23    resulting  therefrom  in  accordance   with   the   foregoing
24    provisions;  and,  if it has failed to file its annual report
25    and pay its franchise tax within the time prescribed by  this
26    Act,  the  penalties and interest will be imposed pursuant to
27    this Act upon such corporation for its failure so to do;  and
28    the  Secretary  of  State shall mail a written notice to each
29    corporation against which such tax is payable,  addressed  to
30    such  corporation  at  its  registered  office in this State,
31    notifying the corporation: (1) of the amount of franchise tax
32    payable for  the  taxable  year  period  and  the  amount  of
33    penalties  and  interest  due  for failure to file its annual
34    report and pay its franchise tax; and (2) that such  tax  and
 
SB566 Engrossed             -29-               LRB9103880DJcd
 1    penalties  and  interest shall be payable to the Secretary of
 2    State. Failure to receive such notice shall not  relieve  the
 3    corporation  of  its  obligation  to  pay  the  tax  and  any
 4    penalties  and  any  interest  due or invalidate the validity
 5    thereof.
 6        (c)  All annual franchise  taxes  for  the  taxable  year
 7    period commencing on July 1, 1983 to the anniversary month of
 8    each  corporation in 1984 shall be due and payable by July 1,
 9    1983. Beginning with January 1984, all annual reports,  fees,
10    and  franchise  taxes  shall  be due and payable prior to the
11    first day of the anniversary month  or,  in  the  case  of  a
12    corporation  which  has  established an extended filing month
13    subsequent to January 1, 1991, the extended filing  month  of
14    each  corporation  each year. If the annual franchise tax due
15    from any corporation subject to the provisions  of  this  Act
16    together  with  all  penalties  and interest imposed thereon,
17    shall not be paid to the Secretary of State before  the  date
18    of  the  year  in  which  such  tax  is  due and payable, the
19    Secretary of State shall proceed under Section 12.40 of  this
20    Act  for  the  dissolution of a domestic corporation or under
21    Section 13.55 for revocation of a foreign corporation.
22        (d)  For the purpose of enforcing collection, all  annual
23    franchise  taxes payable in accordance with this Act, and all
24    penalties due thereon and all interest and costs  that  shall
25    accrue  in connection with the collection thereof, shall be a
26    prior and first lien on the real and personal property of the
27    corporation from and including the date of the year when such
28    franchise taxes become due  and  payable  until  such  taxes,
29    penalties, interest, and costs shall have been paid.
30    (Source: P.A. 86-985.)

31        (805 ILCS 5/15.85) (from Ch. 32, par. 15.85)
32        Sec. 15.85.  Effect of nonpayment of fees or taxes.
33        (a)  The  Secretary of State shall not file any articles,
 
SB566 Engrossed             -30-               LRB9103880DJcd
 1    statements, certificates, reports, applications, notices,  or
 2    other   papers  relating  to  any  corporation,  domestic  or
 3    foreign, organized under or subject to the provisions of this
 4    Act until all fees, franchise taxes, and charges provided  to
 5    be  paid  in connection therewith shall have been paid to him
 6    or her, or while the corporation is in default in the payment
 7    of any fees,  franchise  taxes,  charges,  or  penalties,  or
 8    interest  herein  provided  to be paid by or assessed against
 9    it, or when the Illinois  Department  of  Revenue  has  given
10    notice  that the corporation is in default in the filing of a
11    return or the payment of any final assessment of tax, penalty
12    or interest as required by any tax Act  administered  by  the
13    Department.
14        (b)  The  Secretary of State shall not file, with respect
15    to any domestic or foreign corporation, any document required
16    or permitted to be filed by this Act, which has an  effective
17    date  other than the date of filing until there has been paid
18    by such corporation to the Secretary of State all fees, taxes
19    and charges due and payable on or before said effective date.
20        (c)  No corporation required  to  pay  a  franchise  tax,
21    license  fee,  or  penalty,  or interest under this Act shall
22    maintain any civil action until  all  such  franchise  taxes,
23    license  fees,  and penalties, and interest have been paid in
24    full.
25        (d)  The  Secretary  of  State  shall,  from  information
26    received from the Illinois Commerce Commission,  compile  and
27    keep  a  list  of all domestic and foreign corporations which
28    are  regulated  pursuant  to  the  provisions  of   "An   Act
29    concerning  public  utilities",  approved  June 29, 1921, and
30    Chapter 18 of "The Illinois Vehicle Code", approved September
31    29, 1969,  and  which  hold,  as  a  prerequisite  for  doing
32    business  in  this  State,  any franchise, license, permit or
33    right to engage in any business regulated by such Acts.
34        (e)  Within 10 days after any such corporation  fails  to
 
SB566 Engrossed             -31-               LRB9103880DJcd
 1    pay  a  franchise  tax,  license fee, or penalty, or interest
 2    required under this Act,  the  Secretary  shall,  by  written
 3    notice,  so  advise  the  Secretary  of the Illinois Commerce
 4    Commission.
 5    (Source: P.A. 86-381.)

 6        (805 ILCS 5/16.05) (from Ch. 32, par. 16.05)
 7        Sec.  16.05.   Penalties  and   interest   imposed   upon
 8    corporations.
 9        (a)  Each corporation, domestic or foreign, that fails or
10    refuses  to  file  any  annual report or report of cumulative
11    changes in paid-in capital and  pay  any  franchise  tax  due
12    pursuant  to  the  report  prior  to  the  first  day  of its
13    anniversary month or, in the case of a corporation which  has
14    established  an  extended  filing  month, the extended filing
15    month of the corporation shall pay a penalty of  10%  of  the
16    amount of any delinquent franchise tax due for the report.
17        (b)  Each corporation, domestic or foreign, that fails or
18    refuses to file a report of issuance of shares or increase in
19    paid-in  capital  within  the  time prescribed by this Act is
20    subject to a penalty on any  obligation  occurring  prior  to
21    January  1,  1991,  and  interest  on those obligations on or
22    after January 1, 1991, for each calendar  month  or  part  of
23    month that it is delinquent in the amount of 1% of the amount
24    of  license  fees and franchise taxes provided by this Act to
25    be paid on account of the issuance of shares or  increase  in
26    paid-in capital.
27        (c)  Each corporation, domestic or foreign, that fails or
28    refuses  to  file  a  report of cumulative changes in paid-in
29    capital or report following merger within the time prescribed
30    by this Act is subject to interest on  or  after  January  1,
31    1992,  for  each  calendar  month or part of month that it is
32    delinquent, in the amount of 1% of the  amount  of  franchise
33    taxes  provided  by  this  Act  to  be paid on account of the
 
SB566 Engrossed             -32-               LRB9103880DJcd
 1    issuance of shares or increase in paid-in  capital  disclosed
 2    on  the  report  of  cumulative changes in paid-in capital or
 3    report following merger, or $1, whichever is greater.
 4        (d)  If the annual franchise  tax,  or  the  supplemental
 5    annual  franchise tax for any 12-month period commencing July
 6    1, 1968, or July 1 of any subsequent year  through  June  30,
 7    1983,  assessed  in  accordance with this Act, is not paid by
 8    July 31, it is delinquent, and there is added a penalty prior
 9    to January 1, 1991, and interest  on  and  after  January  1,
10    1991,  of  1%  for  each  month  or  part of month that it is
11    delinquent commencing  with  the  month  of  August,  or  $1,
12    whichever is greater.
13        (e)  If the supplemental annual franchise tax assessed in
14    accordance  with  the provisions of this Act for the 12-month
15    period commencing July 1, 1967, is not paid by September  30,
16    1967, it is delinquent, and there is added a penalty prior to
17    January  1,  1991, and interest on and after January 1, 1991,
18    of 1% for each month or part of month that it  is  delinquent
19    commencing with the month of October, 1967.
20        (f)  If any annual franchise tax for any period beginning
21    on  or  after  July  1,  1983, is not paid by the time period
22    herein prescribed, it is delinquent  and  there  is  added  a
23    penalty  prior  to January 1, 1991, and interest on and after
24    January 1, 1991, of 1% for each month or part of a month that
25    it is delinquent commencing with the anniversary month or  in
26    the  case  of  a corporation that has established an extended
27    filing month, the extended filing month, or $1, whichever  is
28    greater.
29        (g)  Any corporation, domestic or foreign, failing to pay
30    the  prescribed  fee  for assumed corporate name renewal when
31    due and payable shall be given notice of  nonpayment  by  the
32    Secretary  of  State by regular mail; and if the fee together
33    with a penalty fee of $5 is not paid within 90 days after the
34    notice is mailed, the right to use  the  assumed  name  shall
 
SB566 Engrossed             -33-               LRB9103880DJcd
 1    cease.
 2        (h)  Any   corporation  which  puts  forth  any  sign  or
 3    advertisement, assuming any name other than that by which  it
 4    is  incorporated or otherwise authorized by law to act, shall
 5    be guilty of a Class C misdemeanor and shall be deemed guilty
 6    of an additional offense for each day it shall continue to so
 7    offend.
 8        (i)  Each corporation, domestic or foreign, that fails or
 9    refuses (1) to file in the office of the recorder within  the
10    time prescribed by this Act any document required by this Act
11    to  be so filed, or (2) to answer truthfully and fully within
12    the time prescribed by this Act interrogatories propounded by
13    the Secretary of State in accordance with this Act, or (3) to
14    perform any other act required by this Act to be performed by
15    the corporation, is guilty of a Class C misdemeanor.
16        (j)  Each corporation  that  fails  or  refuses  to  file
17    articles   of  revocation  of  dissolution  within  the  time
18    prescribed by this Act is  subject  to  a  penalty  for  each
19    calendar  month or part of the month that it is delinquent in
20    the amount of $50.
21    (Source: P.A. 86-985; 86-1217.)

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