TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.10 APPLICABILITY
Section 150.10 Applicability
This Subpart shall apply to all
hearings conducted pursuant to the Business Corporation Act of 1983 [805 ILCS
5].
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
 | TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.20 DEFINITIONS
Section 150.20 Definitions
"Act" shall mean the Business Corporation Act of
1983 (Ill. Rev. Stat. 1991, ch. 32, par. 1.01 et seq.) [805 ILCS 5].
"Applicant" or "Petitioner" is the party
who, by written request seeks or applies for any relief from the Department
under the provisions of the Business Corporation Act of 1983, or otherwise from
any rule, regulation, order, or determination of the Office.
"Contested case" means any adjudicatory proceeding
conducted by the Office in which the legal rights, privileges, immunities, duties,
or obligations of any person or party are required by law or regulation to be
determined by the Secretary of State after an opportunity for a hearing.
"Department" means the Department of Business
Services of the Office of the Secretary of State of Illinois.
"Director" means the Director or Acting Director of
the Department.
"Division" means the Corporation Division of the
Department.
"Hearing" means a proceeding conducted by the
Department of Business Services of the Secretary of State in which the rights,
privileges, immunities, duties or obligations of any person or party are
required by law to be determined by the Secretary of State only after
opportunity for a hearing.
"Hearing Officer" means the presiding official(s)
designated by the Department of Business Services of the Secretary of State to
conduct a hearing or anyone designated by the Department of Business Services
to hear evidence. The hearing officer must be admitted to practice law in the
State of Illinois and must be a member in good standing of the Bar of Illinois.
"Office" refers to the Office of the Secretary of
State and not to any particular department, address, or location.
"Party" means any person named or admitted as a
participant in any hearing conducted pursuant to these rules, including the
Office and Department.
"Person" includes any individual, corporation,
partnership, association, or firm legally capable of either seeking the action
of the Office or being the subject of said action.
"Respondent" means a person against whom a
complaint or petition is filed, or who, by reason of interest in the subject
matter of a petition or application or the relief sought therein, is made a
respondent or to whom an order or complaint is directed by the Department initiating
a proceeding.
(Source: Amended at 17 Ill. Reg. 11571, effective July 15, 1993)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.30 RIGHT TO COUNSEL
Section 150.30 Right to
Counsel
a) Any party may appear and be heard through an attorney at law
licensed to practice in the State of Illinois.
1) Attorneys admitted to practice in states other than the State
of Illinois may appear and be heard by special leave of the Hearing Officer
appointed to conduct the hearing, upon the attorney's verbal representation or
written documentation as to the attorney's admission to the practice of law.
2) A natural person may appear and be heard on his or her own
behalf.
3) A corporation, association, or partnership may appear and
present evidence by any bona fide officer, employee, or representative.
b) Only an attorney properly licensed shall represent anyone else
in any hearing in any matter involving the exercise of legal skill or
knowledge. The standards of conduct shall be the same as before the Courts of
the State of Illinois.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.40 APPEARANCE OF ATTORNEY
Section 150.40 Appearance of
Attorney
An attorney appearing in a
representative capacity shall file with the Department a written notice of
appearance identifying himself by name, address, and telephone number, and
identifying the party represented.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.50 SPECIAL APPEARANCE
Section 150.50 Special
Appearance
Prior to filing any other
pleading or motion, a special appearance may be made either in person or by
attorney for the limited purpose of objecting to jurisdiction. Every
appearance not expressly designated a special appearance shall be deemed to be
a general appearance. If the reasons for objecting to jurisdiction are not
apparent from the papers on file in the proceeding, the special appearance
shall be supported by affidavit setting forth the reasons. In ruling upon any
objection at any hearing, the Hearing Officer will consider all matters
apparent from the papers on file, affidavits submitted by any party, and any
other evidence adduced upon disputed issues of fact. No determination of any
issue of fact in connection with the objection is a determination of the merits
of the case or any aspect thereof. A ruling adverse to the movant does not
preclude the making of any motion of defense which might otherwise have been
made. If the Hearing Officer sustains the objection, an appropriate order shall
be entered of record. Error in ruling against the objection is not waived by
the objector's taking part in further proceedings in the matter.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.60 SUBSTITUTION OF PARTIES OR ATTORNEYS
Section 150.60 Substitution
of Parties or Attorneys
A Hearing Officer will, upon
motion, order a substitution of parties or attorneys when attorneys have
withdrawn or been replaced by a party, or the proposed new party is the
successor in interest to the previous party.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.70 COMMENCEMENT OF ACTION; NOTICE OF HEARING
Section 150.70 Commencement
of Action; Notice of Hearing
a) A contested case is commenced by the Office, either at the
request of the applicant or on the Office's initiative, by service of a Notice
of Hearing upon the respondent at the last known address of the respondent on
the records of the Department.
b) The Notice of Hearing shall include:
1) The names and addresses of all known parties and respondent,
or the Department initiating said hearing, or the fact that the hearing is at
the request of the Petitioner or applicant.
2) The time, date, and place of hearing;
3) The name of the Hearing Officer;
4) A short and concise statement of facts, (as distinguished from
conclusions of law or a mere recitation in the words of the statute) alleging
the act or acts done by each Petitioner or, where appropriate, Respondent; the
time, date, and place each such act was done; and the rule, statute, or
constitutional provision, if any, alleged to have been violated, or otherwise
involved in the proceeding; and the relief sought by the petitioning party;
5) A concise statement to each party that:
A) Such party may be represented by legal counsel; may present
evidence; may cross-examine witnesses and otherwise participate in the hearing.
B) Failure to so appear shall constitute a default, unless such
party has, upon due notice to other parties moved for and obtained a
continuance from the Hearing Officer.
C) Delivery of notice to the designated representative of a party
constitutes service upon said party.
D) Upon delivery of notice in a multi-party contested case, the
Department shall not participate in any ex-parte consultation leading to
disposition of the case with any one party without giving prior notice of any
opportunity to participate in such consultation to all other parties.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.80 MOTIONS
Section 150.80 Motions
All motions shall be made in
writing and shall set forth the relief or order sought and shall be filed with
the Department at least twenty-four hours before the time of the hearing so
they can be considered by the Hearing Officer. Motions based on matter which
does not appear of record shall be supported by affidavit. Motions may be
presented by a party to obtain appropriate relief, such as to dismiss the
proceedings, to add necessary parties, or to extend time for compliance with an
order.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.90 FORM OF PAPERS
Section 150.90 Form of
Papers
All papers filed in any
proceeding shall be legibly written, or typewritten, on white paper using one
side of the paper only. They shall contain a caption showing the title of the
proceeding with a case number. All papers must be signed by the party filing
the same or his authorized representative or attorney, and shall contain his
address and telephone number. An original and one copy shall be filed by each
party.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.100 CONDUCT OF HEARINGS
Section 150.100 Conduct of
Hearings
a) All hearings conducted in any proceeding shall be open to the
public.
b) The Hearing Officer shall have authority to conduct the
hearing, to rule on all motions, to administer oaths, to subpoena witnesses or
documents at the request of any party, to examine witnesses, and to rule upon
the admissibility of testimony and evidence.
c) The rules of evidence shall be as authorized by Section
10-40(a) of the Illinois Administrative Procedure Act [5 ILCS 100/10-40(a)].
d) Official notice will be taken as authorized by Section
10-40(c) of the Illinois Administrative Procedure Act [5 ILCS 100/10-40(c)].
e) Upon written request made, at least ten business days prior to
the hearing, a party shall furnish to other parties a list of the names and
addresses of prospective witnesses, and/or furnish written answers to a written
demand for a bill of particulars.
f) Any party or his representative shall have the right, upon
written motion made at least ten business days prior to the hearing, to inspect
any relevant documents in the possession of or under the control of any other
party and to interview parties or persons having knowledge of relevant facts,
subject to any statutory or constitutional privileges. Interviews of persons
and inspection of documents shall be at times and places reasonable for the
person and for the custodian of the document. Discovery depositions are not
authorized, required or permitted in these administrative hearings.
g) Oral evidence shall be taken only on oath or affirmation.
h) Parties may agree by stipulation upon any facts involved in
the hearing. The facts stipulated shall be considered as evidence in the
hearing.
i) Each party shall have the right to request the subpoena of
and to call and to examine witnesses; to introduce exhibits and to
cross-examine witnesses on any matter relevant to the issues, even though that
matter was not covered in the direct examination. Application to the Hearing
Officer assigned for subpoenas duces tecum shall specify the books, papers, and
documents desired to be produced.
j) A party may serve on any other party a written request for
the admission by the latter of the truth of any specified relevant fact set
forth in the request or for the admission of genuineness of any relevant
documents described in the request. Copies of the documents shall be served
with the request unless copies have already been furnished.
k) Upon the opening of the hearing, the Hearing Officer shall
allow the parties to make opening statements. Opening statements may be
reserved by a party until the start of that party's case. Upon the close of
the hearing each party may make a closing statement orally and/or by written
brief at the discretion of the Hearing Officer, incorporating arguments of fact
and law. A written brief will be required when the facts and issues are deemed
complicated by the Hearing Officer, and there is a need for parties to plead
their cases in writing for the record.
l) In the hearing of any case, any party or his agent may be
called and examined as if under cross-examination at the instance of any
adverse party. The party calling for the examination is not bound thereby, but
may rebut the testimony thus given by counter-testimony and may impeach the
witness by proof of prior inconsistent statements. If the Hearing Officer
determines that a witness is hostile or unwilling, the witness may be examined
by the party calling him as if under cross-examination. The party calling an
occurrence witness may, upon showing that he called the witness in good faith
but is surprised by his testimony, impeach the witness by proof of prior
inconsistent statements.
m) Each party shall have the right to rebut the evidence against
him; to appear in person; and to be represented by counsel. If a party does
not testify in his own behalf, he or she may be called by the Secretary of
State's representative and examined as if under cross-examination, but shall
not be compelled to incriminate himself or herself.
n) Upon order of the Hearing Officer and upon at least five
business days notice to other parties, any party, including the Department, may
cause at his or its expense, a deposition of any witness to be taken for use as
evidence in a contested case, when the witness is not available, for example,
due to distance, time, cost to the party using the testimony, sickness,
infirmity, imprisonment, the witness being out of state or similar factors.
The deposition shall be taken in the manner provided by law for evidence
depositions in civil actions in the Circuit Courts of Illinois. Any party may
direct written interrogatories to any other party. Interrogatories must be restricted
to the subject matter of the case, to avoid undue detail, and to avoid the
imposition of any unnecessary burden or expense on the answering party.
Written interrogatories shall be served on the opposing party no later than 15
business days before the hearing. Objection to answers or refusals to answer
shall be heard on motion at the hearing before the Hearing Officer who shall
rule on the objection or refusal. Answers shall be sworn. If an answer to an
interrogatory may be obtained from documents in the possession or control of
the party on whom the interrogatories were served, it shall be a sufficient
answer to specify the documents and make them available to the inquiring party
to inspect and copy at the asking party's expense.
o) At the request of any party or upon his own motion in a
complicated case, the Hearing Officer will call a prehearing conference. At
the conference, the parties, or their representatives shall appear as the
Hearing Officer directs to consider:
1) The simplification of the issues;
2) Amendments to the grounds for action;
3) The possibility of obtaining admissions and stipulations of
fact and of documents which will avoid unnecessary proof;
4) The limitation of the number of expert witnesses;
5) Any other matters which may aid in the disposition of the
contested case.
p) Upon the conclusion of a prehearing conference, the Hearing
Officer shall enter an order which recites any action taken, any agreements
made by the parties as to any of the matters considered, and the issues to be
heard.
q) The burden of proof is upon the applicant for any relief in a
hearing. The standard of proof is the preponderance of the evidence.
r) All exhibits for any party shall be clearly marked for
identification and as admitted into evidence by the Hearing Officer.
s) Report of Proceedings.
1) The Department shall, at its expense, have present at each
hearing, an electronic recording device or a qualified court reporter, for the
purpose of making a permanent and complete report of the proceedings, to-wit:
evidence admitted or tendered and not admitted, testimony, offer of proof,
objections, remarks of the Hearing Officer and of parties and/or their
representatives, and all rulings of the Hearing Officer.
2) Upon request and at his own expense any party may have a copy
of said report of proceedings, from said court reporter, or transcribed from
the electronic device by the Department at the statutory rate as set forth in
805 ILCS 5.
t) A request for continuance of a hearing is directed to the
sound discretion of the Hearing Officer to whom the case has been assigned for
hearing. Such continuance will be granted, for good cause shown, provided the
request is received by the Department and other parties not less than five days
prior to the hearing date unless good cause is shown during the hearing for a
continuance due to the need for new evidence, sudden unavailability of counsel,
sudden illness of a party, or similar reasons. Such request shall be in writing
and shall set forth the grounds alleged therefor. Oral requests for
continuances shall not be granted unless made during the hearing for good
cause. "Good cause" is shown when a Petitioner or Respondent
demonstrates a real and compelling need for additional time. "A real and
compelling need" includes, but is not limited to, service in the armed
forces or serious illness, relating to either party or that party's attorney.
u) No formal hearing shall be continued "generally". A
continuance, when granted, shall state a date certain, not more than sixty (60)
days from the prior hearing date at which time the hearing shall reconvene.
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.110 ORDERS
Section 150.110 Orders
a) The Department shall prepare a written order and opinion for
all final determinations, which shall include the Findings of Fact, Conclusions
of Law, Recommendations of the Hearing Officer, and the Order of the Secretary.
b) The Hearing Officer shall prepare the Findings of Fact,
Conclusions of Law, and Recommendations to the Secretary. The Findings of Fact
and Conclusions of Law must be stated separately.
c) The Order of the Secretary of State shall be the decision of
the Office upon the application for relief.
d) The Department shall notify all parties or their agents personally
or by mail of the Findings of Fact, Conclusions of Law, Recommendations, and
the Order, within 180 calendar days after the end of the hearings.
e) Orders of Default shall be entered against the petitioner or
respondent, as the case may be, where the petitioner or respondent fails to
appear for the hearing at the scheduled time, and has failed to request, or has
not been granted a continuance in accordance with Section 150.100(t) and (u).
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.120 RECORD OF HEARINGS
Section 150.120 Record of
Hearings
a) The record of the hearing in a contested case shall include:
1) All pleadings (including all pre-hearing and post-hearing
notices and responses thereto, admissions, stipulations of facts, motions, and
rulings thereon);
2) All evidence admitted;
3) A statement of matters officially noticed;
4) A transcript of the proceedings;
5) The Findings of Fact, Conclusions of Law, and Recommendation
of the Hearing Officer.
6) The Order of the Secretary of State, which shall constitute a
final administrative decision within the provisions of the Administrative
Review Law [805 ILCS 5/Art. III].
7) All staff memoranda or data submitted to the Hearing Officer
in connection with his or her consideration of the case. F4F2
8) Any communication prohibited by Section 10-60 of the Illinois
Administrative Procedure Act [5 ILCS 100/10-60], but such communication shall
not form the basis for any finding of fact. F4F2
b) The record shall be certified by the Hearing Officer or
Director upon any complaint for administrative review. An index of the record,
with each page of the record numbered in sequence, shall be prepared by the
Department.
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.130 INVALIDITY
Section 150.130 Invalidity
If any part of this Subpart
shall be held invalid by a court of competent jurisdiction, such holding shall
not affect the remaining parts thereof.
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
SUBPART B: SALE AND RELEASE OF INFORMATION
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.200 ANNUAL LIST OF CORPORATIONS
Section 150.200 Annual List
of Corporations
a) The annual list of corporations shall contain the list of all
corporations registered in the State of Illinois, both foreign and domestic
during a calendar year, as shown on the records of the Department of Business
Services of the Office of the Secretary of State.
b) All requests for the annual list shall be sent to the Director
of the Department of Business Services at Room 328, Howlett Building,
Springfield, Illinois 62756.
c) The fee for the annual list shall be equal to the cost of
publishing plus postage, not to exceed $200. The fee shall be paid by
certified check or money order. No fee shall be charged to local governments,
State departments or agencies.
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.210 MONTHLY LIST OF CORPORATIONS
Section 150.210 Monthly List
of Corporations
a) The monthly list of newly formed corporations shall consist of
the daily lists compiled for the previous calendar month. (Ill. Rev. Stat.
1991, ch. 32, par. 1.25) [805 ILCS 5/1.25]
b) Local governments or state departments desiring to receive the
monthly list of corporations shall request such list in writing, directed to
the Director of the Department of Business Services, Room 328, Howlett Building,
Springfield, Illinois 62756.
c) The fee for the monthly list shall be $180.00 per year,
payable by check or money order for a 12 month subscription or $15.00 per month
for the balance of a subscription term, unless a fee exemption in Section 1.25
of the Business Corporation Act of 1983 (Ill. Rev. Stat. 1991, ch. 32, par.
1.25) [805 ILCS 5/1.25] exists.
(Source: Amended at 17 Ill. Reg. 11571, effective July 15, 1993)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.220 DAILY LIST OF CORPORATIONS
Section 150.220 Daily List
of Corporations
a) The daily list of newly formed corporations, business and
not-for-profit, shall be published by the Department of Business Services.
b) All requests to subscribe to the daily list shall be sent to
the Director of the Department of Business Services, Room 328, Howlett
Building, Springfield, Illinois 62756.
c) The charge for the subscription to the daily list of
corporations shall be $318 for a 12 month subscription or $26.50 per month for
the balance of the subscription term based on a calendar year, payable by
certified check or money order by all subscribers, except local governments or
state departments and agencies.
(Source: Amended at 21 Ill. Reg. 16173, effective December 1, 1997)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.230 COMPUTER ACCESS TO INFORMATION
Section 150.230 Computer
Access to Information
a) Computer connections by non-Department users.
1) Computer terminal connections to the Secretary's computer may
be provided to other State agencies. This service may be made available at no
charge so long as the requesting agency incurs all costs and so long as the
service does not substantially increase costs or network traffic on the
Secretary's computer.
2) Fees for information supplied by means of computer connections
between the Secretary of State's computers and those of any other agency,
corporation, or person may be paid on a daily or monthly basis for all
information delivered during that day or month, as determined by the Secretary
and the agency or person to be the economically simplest way of billings. The
proper fee shall be determined by negotiation between the agency or commercial
user and the Director based upon telephone line charges, rental or purchase
fees for terminals, and any other appropriate factors, such as statutory fees
(see 805 ILCS 5/15.10) for certain types of information and the requirements of
this Subpart.
3) Computer terminal connection may be allowed to commercial
users provided that all costs are borne by the commercial user. The allowance
of computer terminal connections shall be contingent upon the best interests of
the Office of the Secretary of State, which is based upon the volume of
requests received, the cost-effectiveness of providing the information through
computer terminal connections as opposed to other methods, and other factors
which may impede the operations of the Office of the Secretary of State. This
service will be suspended at any time, should the connection interfere with the
Secretary's internal work schedules and processing.
b) Corporate information is available for purchase from the
Department in the following specific formats only.
1) All purchase requests shall be submitted in writing to the
Director. Payment shall be made to the Department before delivery of the
information to the purchaser. No refunds will be made after the request is
approved by the Director. Payment shall be made by check or money order, made
payable to the "Secretary of State". If the purchaser wants the
information on computer tape, the purchaser shall supply a computer tape or
tapes compatible with the Secretary's equipment.
2) The only formats of corporate information for purchase on
computer tape are the master business corporation list and the master not for
profit corporation list. The master business corporation list format includes
the file number, state of origin, date of incorporation or qualification, the
corporate name, the registered agent's name and registered office address, the
name of the incorporator (if the corporation is newly formed) or the name and
address of the president and secretary of the corporation, the years in which
the two previous annual reports were filed, the types of stock, the amount of
paid-in capital and the assumed corporate names. (The information available by
means of a computer connection shall include all of the above, and also the
microfilm roll and image number, and the amount of franchise tax paid.) The
fee for this list shall be $1,500.00. Information concerning the master not for
profit corporation list is found at 14 Ill. Adm. Code 160.12.
3) The Department makes available for purchase to commercial
users the master business and not for profit corporation lists (as stated in
subsections (b)(1) and (2) above), and the assumed name file, together with a
daily update list of newly formed corporations (business and not for profit),
and a monthly list of newly formed corporations, all of which information is
only available for purchase as a whole unit, to be known as the "Daily
Transmittal Package (DTP)". In addition to the total fee for the two
active corporate files of $3,000.00, the commercial purchasers shall pay to the
Department: a fee of $72.00 per day to create tapes of updates and new
transactions, transmitted daily to the purchasers; a fee of $137.00 per month
to create computer tapes to update the corporate files on a monthly basis; a
monthly maintenance fee of $310.00; a staff reimbursement cost of $35.00 per
hour for any additional programming; and any telephone charges to transmit the
information to the commercial purchaser. Payments to the Department shall be
made monthly. The commercial purchaser shall enter into a written agreement
for a term of not less than 2 years duration, nor more than 5 years,
encompassing other terms and conditions as are deemed appropriate by the
commercial purchaser and the Department, or by Illinois law. The commercial
purchaser shall provide a computer terminal for the use of the Department to
ascertain the correctness of the corporate information as presented by the
commercial purchaser to the public.
4) The commercial purchaser shall not resell to any other
purchaser the information obtained from the Department in the same form or
format in which it is obtained from the Department. No other corporate
information in quantity shall be sold or otherwise made available for purchase
or for free. This subsection does not prevent a member of the public from
making inquiries or purchases of information concerning an individual
corporation in which he or she is specifically interested. However, any person
requesting information arranged by a specific field of the formats shall be
referred to all commercial vendors of corporate information who have obtained
the information pursuant to subsection 3, and the Department shall not provide
the corporate information to the requester. The Department shall not state any
preference of commercial vendor to the requester, but shall provide all names
and addresses of the commercial vendors to the requester.
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.240 ABSTRACTS OF CORPORATE RECORD
Section 150.240 Abstracts of
Corporate Record
a) An abstract of corporate record of a corporation shall consist
of a hard copy print-out of the information shown on the computer records of
the Department of Business Services of the Office of the Secretary of State.
b) All requests for abstracts of corporate records shall be in
writing shall be sent to the Department of Business Services, Room 328, Howlett
Building, Springfield, Illinois 62756. Attention: Abstracts.
c) The fee for each abstract of corporate record shall be $5.00
and must accompany the written request.
(Source: Amended at 17 Ill. Reg. 11571, effective July 15, 1993)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.250 INVALIDITY
Section 150.250 Invalidity
If any part of this Subpart
shall be held by a court of competent jurisdiction to be invalid, such holding
shall not affect the remaining parts thereof.
SUBPART C: ERRORS, REFUNDS, CORRECTIONS, ADJUSTMENTS, OBJECTIONS, AND OTHER RELIEF
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.300 ERRORS OR DEFECTS
Section 150.300 Errors or
Defects
a) Matters deemed "errors" or "defects" for
which a statement of correction may be filed are facts that have been
misreported in a document filed with the Secretary of State's Office and do not
include any other matter which in retrospect is considered a mistake or which
as to the action reported reflects a subsequent event.
b) Matters deemed errors or defects in original articles of
incorporation are: typographical errors in the names of the first board of
directors (but not such as to substitute or delete a person or part); errors in
the number of shares proposed to be issued; or errors in the amount of
consideration to be received for the initial issue of shares. Any other matters
shall not be the subject of a statement of correction but, in an appropriate
case, shall be dealt with by articles of amendment.
c) Matters deemed errors or defects in an application for an
original or amended certificate of authority of a foreign corporation and for
which a statement of correction may be filed are: typographical errors in the
corporate name which is not the same as the name shown on the certified copy;
errors in the names or addresses of the directors, the officers, or the
principal office; errors in the number of shares issued or in the amount of the
paid-in capital.
d) Matters deemed errors or defects for which a statement of correction
may be filed in a reservation of transfer of corporate name, an application to
adopt, change or cancel an assumed corporate name, an application for
registration or renewal of corporate name (foreign), a statement of change or
notice of resignation of registered agent/office, or an application for
reinstatement not including the corporate or assumed corporate name are those
in the personal names or addresses reported therein, but not those alleged
errors which would substitute or delete a person or party or address.
(Source: Amended at 31 Ill.
Reg. 9469, effective July 16, 2007)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.305 FINANCIAL DATA AS SUPPORT DOCUMENTATION
Section 150.305 Financial
Data as Support Documentation
a) Any statement of correction which may result in a refund or
adjustment of more than $5,000.00 must be accompanied by a financial statement
by a certified public accountant explaining in detail the financial and
accounting basis for the petition. This statement must explain when, by whom,
and through what process the original error or mistake was made, and the true
financial facts at the time of original filing of documents by the corporation.
b) Internal Revenue forms for corporate taxes, state tax forms
for corporate taxes, corporate balance sheets, and other corporate financial
reports shall be submitted if requested by the Department to show the validity
of the statements contained in the petition.
(Source: Section repealed, new Section added at 17 Ill. Reg. 11571,
effective July 15, 1993)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.310 INVALIDITY
Section 150.310 Invalidity
If any part of this Subpart
shall be held by a court of competent jurisdiction to be invalid, such holding
shall not affect the remaining parts thereof.
SUBPART D: NAMES
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.400 PRELIMINARY DETERMINATION OF AVAILABILITY
Section 150.400 Preliminary
Determination of Availability
Requests for searches of the
records of the Secretary of State, Department of Business Services for a
preliminary determination of the availability of a proposed name will only be
accepted through the Springfield office of the Department. Requests may be made
over the counter, by letter, or by telephone and will be answered by the same
method; however, no more than three searches may be requested by a single
telephone call. A preliminary determination of availability shall be
informational only and shall not be deemed a final determination for any
purpose.
(Source: Amended at 17 Ill. Reg. 11571, effective July 15, 1993)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.405 FINAL DETERMINATION OF AVAILABILITY
Section 150.405 Final
Determination of Availability
A final determination whether a
proposed name is available as a corporate name shall be made only upon payment
of the proper fees as listed in Section 15.10 of the Act (Ill. Rev. Stat. 1991,
ch. 32, par. 15.10) [805 ILCS 5/15.10] and the submission of a document
required or permitted to be filed with the Secretary of State, stamped and
filed with the Department of Business Services, which necessitates such a
determination. (Ill. Rev. Stat. 1991, ch. 32, pars. 4.05 to 4.25) [805 ILCS
5/4.05 to 4.25]
(Source: Amended at 17 Ill. Reg. 11571, effective July 15, 1993)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.410 RESPONSE AS TO BASIS OF UNAVAILABILITY
Section 150.410 Response as
to Basis of Unavailability
Any final determination or any
preliminary determination under this subpart that indicates a proposed name is
unavailable shall specify a reason therefor when a document has been properly
submitted or when a request in writing has been made, and has specifically
requested that a reason for unavailability be stated. Only one reason for
unavailability need be stated and, when appropriate, only one conflicting name
need be set forth. Any stated reason for unavailability made with respect to a
preliminary determination shall be informational only and shall not be deemed a
final determination for any purpose.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.415 RECONSIDERATION PROCEDURE
Section 150.415
Reconsideration Procedure
An applicant may request
reconsideration of a final determination that a proposed name is unavailable,
by making a written request addressed to the Director, Room 328, the Howlett
Building, Springfield, Illinois, 62756. The applicant shall attach to his request
a copy of the written final determination made rejecting the name, and shall
include a statement of the reasons upon which the applicant seeks approval of
the name. The applicant may include material in support of the request for
reconsideration. This reconsideration procedure shall not apply to any request
for a preliminary determination of availability. Only after the Director's
determination of unavailability shall an applicant be entitled to a hearing
pursuant to Subpart A of this Part.
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.420 EFFECT OF FINAL DETERMINATION
Section 150.420 Effect of
Final Determination
A final determination under this
subpart that a corporate name is available is concerned solely with the
administrative convenience of the Department of Business Services, and does not
warrant the name selected or guarantee the unqualified use of the name without
regard to the rights of other parties. The Secretary of State does not pass
upon the legality of a corporate name by merely permitting incorporation,
qualification, reservation or registration under a name. A final determination
of corporate name unavailability is not based on deceptiveness, confusing
similarity or other such considerations derived from unfair competition and
trademark law.
(Source: Amended at 17 Ill. Reg. 11571, effective July 15, 1993)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.425 APPLICABILITY
Section 150.425
Applicability
The provisions of this subpart
shall be applicable to all corporations, which are, or will or may become
subject to the provisions of the Business Corporation Act of 1983 [805 ILCS 5].
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.430 AVAILABILITY OF NAMES: STATUTORY REQUIREMENTS
Section 150.430 Availability
of Names: Statutory Requirements
A proposed corporate name shall
comply with the applicable provisions of the Business Corporation Act of 1983
[805 ILCS 5], the General Not For Profit Corporation Act [805 ILCS 105], the
Professional Service Corporation Act [805 ILCS 10], the Medical Corporation Act
[805 ILCS 15], the Close Corporation Act [805 ILCS 5/Art. 2A], and any other
statute of this State which may prohibit or restrict corporate names.
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.435 STANDARDS - CONFLICTING NAMES
Section 150.435 Standards −
Conflicting Names
A corporate name shall be
distinguishable upon the record of the Secretary of State, Department of
Business Services, from the name or assumed name of any domestic corporation or
limited liability company organized under the Limited Liability Company Act, whether
profit or not for profit, existing under any Act of this State or of the name
or assumed name of any foreign corporation or foreign limited liability company
registered under the Limited Liability Company Act, whether profit or not for
profit, authorized to transact business in this State, or a name the exclusive
right to which is, at the time, reserved or registered in the manner provided
in the Act or Section 1-15 of the Limited Liability Company Act.
(Source: Amended at 27 Ill.
Reg. 550, effective December 27, 2002)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.440 DISTINGUISHABLE DEFINED
Section 150.440
Distinguishable – Defined
A corporate name is
distinguishable when containing a difference from other names on the record when
the corporate name distinguishability is recognizable by the Secretary of State
or his/her designee by means of sight.
(Source: Amended at 31 Ill.
Reg. 9469, effective July 16, 2007)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.445 MATTERS NOT CONSIDERED
Section 150.445 Matters Not
Considered
Only the proposed name and the
names of active corporations and active limited liability companies, and
domestic corporations that have been administratively dissolved for less than
three years, on record are considered in determining name availability. Among
the matters not considered are:
a) the
purpose, location or relative size of the business;
b) the
intent of the applicant;
c) any
consent by a corporation bearing a similar title;
d) the
names of unincorporated entities;
e) the common law or statutory law of unfair competition, unfair
trade practices, trade marks, trade names, service marks, service names,
copyrights or any other right to the exclusive use of names or symbols;
f) the names of corporations or limited liability companies not
on record with the Secretary of State;
g) whether or not the public may be likely to be deceived or
misled by the resemblance of the proposed name to the name of other
corporations or limited liability companies;
h) whether or not an existing corporation or limited liability
company may possibly be injured by a resemblance to the proposed name;
i) any criteria of sound, including, but not limited to,
phonetics derived from deliberate misspelling or otherwise.
(Source: Amended at 32 Ill.
Reg. 12039, effective July 16, 2008)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.450 DIFFERENCES
Section 150.450 Differences
Corporate names are deemed not
to be distinguishable when a comparison of the names reveals no difference
except for:
a) one or more of the terms "corporation",
"company", "incorporated", "limited", or
"limited liability company" or an acceptable abbreviation thereof,
regardless of where in the name such term may appear;
b) the inclusion or omission of punctuation, articles of speech,
conjunctions, contractions (or symbols thereof), or a letter or letters;
c) an abbreviation versus a spelling out of a word; a different
tense of a word; or the use of the singular as opposed to the plural of a word.
(Source: Amended at 32 Ill.
Reg. 12039, effective July 16, 2008)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.455 SURNAMES
Section 150.455 Surnames
A surname shall be considered a
"word". Where a corporate name consists of a surname without a given
name or initials, it is treated in the same manner as other words for
application of this subpart. A person may use his or her own name in a corporate
name, but the corporate name must still be distinguishable from other corporate
names.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.460 ALPHABET NAMES
Section 150.460 Alphabet
Names
Where a name or unit of a name
consists of initials only or letters of the alphabet, the combination of
initials or letters of the alphabet will be treated as a "word" in
the same manner as other words for application of the subpart.
(Source: Added at 10 Ill. Reg. 5146, effective March 21, 1986)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.465 GOVERNMENT AFFILIATION
Section 150.465 Government
Affiliation
No name may falsely imply
governmental affiliation.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.470 RESTRICTED AND PROFESSIONAL WORDS
Section 150.470 Restricted
and Professional Words
a) Words which are subject to restrictions on their use in a
corporate name include, but are not limited to, the following and any variation
thereof: Trust, Pawners, Cooperative, Housing, Engineering, Insurance, Bank,
Bankers, Banking, Union, Surety, Underwriters, Assurance, Reinsurance,
Indemnity, Casualty, Guaranty, Gaurantee, Guarantor, Trustee and Fiduciary or
any other prohibited term.
b) However, "Banks", "Banker", or
"Banking" may be used in a corporate name if, at the time of filing
of the articles of incorporation, application for certificate of authority by a
foreign corporation, or an amendment to either of these documents to change the
corporate name, the corporation or incorporators give the Department a letter
signed by the Commissioner of Banks and Trusts of Illinois granting permission
to use these words, pursuant to the standards set forth in the Illinois Banking
Act, Section 46 [205 ILCS 5/46].
1) The corporation using any of these aforementioned words must
not be engaged in the banking business, but may be a bank holding company.
2) The use of these words shall be allowed if the corporation is
not doing financial business and otherwise prohibited word is a person's proper
name, e.g. "Robert Banks".
c) The Department will prohibit the incorporation of corporations
which seek to use names or have purposes which violate Sections 3.05 and
4.05(a)(2) of the Act. This prohibition does not apply to names or purposes
specifically authorized by these rules.
(Source: Amended at 18 Ill. Reg. 7783, effective May 15, 1994)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.475 ACCEPTABLE CHARACTERS OF PRINT
Section 150.475 Acceptable
Characters of Print
The Corporate name must consist
of letters of the English alphabet, Arabic or Roman numerals, and/or symbols
capable of being readily reproduced by the Office of the Secretary of State
[805 ILCS 5/4.05(a)(6)].
a) Letters of the English alphabet include upper case or capital
letters only; no distinction as to type face or font is recognized.
b) Arabic numerals include: 0,1,2,3,4,5,6,7,8,9
c) Roman numeral characters include: I, V, X, L, C, D, M
d) Symbols recognized by the Secretary of State include: ! @ # $
% & * ( ) - = + : " ; ' / ? , .
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.480 INVALIDITY
Section 150.480 Invalidity
If any part of this Subpart
shall be held by a court of competent jurisdiction to be invalid, such holding
shall not affect the remaining parts thereof.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.485 IMPROPER NAMES
Section 150.485 Improper
Names
The corporate name or assumed
corporate name shall not contain any word or words that create a connotation
that is offensive to good taste and decency.
(Source: Added at 20 Ill. Reg. 7026, effective May 8, 1996)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.490 ASSUMED CORPORATE NAMES
Section 150.490 Assumed Corporate Names
When a foreign corporation is authorized to transact
business in Illinois and its true corporation name is not available for use,
the corporation must comply with Sections 4.05(a)(1) and 4.15 of the Business
Corporation Act. [805 ILCS 5]
(Source: Added at 46 Ill. Reg. 14348,
effective July 27, 2022)
SUBPART E: SERVICE OF PROCESS ON THE SECRETARY OF STATE
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.500 PREAMBLE
Section 150.500 Preamble
For purposes of this Part,
service of process on the Secretary of State shall refer to any service to be
had on the Secretary of State in his or her capacity as an agent for service on
corporations as required by the provisions of the Business Corporation Act of
1983 [805 ILCS 5].
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.510 MANNER OF SERVICE
Section 150.510 Manner of
Service
a) Any process, notice or demand to be served under this Part
shall be made upon the Secretary of State, or the Director of the Department of
Business Services, or any employee of the Department designated by the Director
to accept such service for him or her, in the following manner:
1) Service shall comply with the provisions of the Civil Practice
Law in all respects (Ill. Rev. Stat. 1991, ch. 110, pars. 2-201 and 2-212) [735
ILCS 5/2-201 and 2-212], the Federal Rules of Civil Procedure (28 USCA) or any administrative
rules of service, as may be appropriate.
2) The affidavit of compliance required by Section 5.25 of the
Business Corporation Act of 1983 to be appended to the process, notice or
demand to be served, containing the information described in subsection (b)
herein, shall be signed by the person instituting the action, suit or
proceeding or by an attorney of record and the signature of the affiant,
without more, shall constitute the affirmation or acknowledgment, under
penalties of perjury, that the affidavit is the act or deed of the affiant and
that the facts stated therein are true.
b) The affidavit of compliance shall state:
1) the title of the court or administrative agency;
2) the title of the case, showing the names of the first named
plaintiff and the first named defendant;
3) the number of the case;
4) the title of the instrument;
5) the name of the corporation to be served;
6) the basis for service on the Secretary of State;
7) the address to which the instrument is to be sent (by
registered or certified mail) by the affiant;
8) the name, address and telephone number of the attorney of
record for the plaintiff or other affiant.
c) The service of process in lawsuits against corporations is
governed by Section 5.25 of the Business Corporation Act of 1983 (Ill. Rev.
Stat. 1991, ch. 32, par. 5.25) [805 ILCS 5/5.25].
(Source: Amended at 17 Ill. Reg. 11571, effective July 15, 1993)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.520 PLACE OF SERVICE
Section 150.520 Place of
Service
Service of any process, notice
or demand made under this Part shall be had with the Department of Business
Services either at Room 328, Howlett Building, Springfield, Illinois 62756, or
at 69 W.Washington St., Room 1240, Chicago IL 60602.
(Source: Amended at 27 Ill.
Reg. 550, effective December 27, 2002)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.530 PAYMENT OF FEES
Section 150.530 Payment of
Fees
At the time of any service under
this Part, there shall be paid a fee of $10, payable by check or money order to
the "Illinois Secretary of State." Each process, notice or demand
shall be submitted with a separate payment.
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.540 INVALIDITY
Section 150.540 Invalidity
If any part of this Subpart
shall be held by a court of competent jurisdiction to be invalid, such holding
shall not affect the remaining parts thereof.
SUBPART F: FEES, FRANCHISE TAX AND LICENSE FEES: ANNUAL REPORT
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.600 PAYMENT OF FEES, FRANCHISE TAX AND LICENSE FEE
Section 150.600 Payment of
Fees, Franchise Tax and License Fee
All payments of fees, franchise
taxes, license fees and penalties with respect to original articles of
incorporation, applications for original certificates of authority and applications
for reinstatement of domestic or foreign corporations shall be by money order,
certified check, cashier's check or a check drawn on the account of an Illinois
licensed attorney or certified public accountant, payable to the
"Secretary of State." All other payments may be made by personal or
business firm check, payable to the "Secretary of State". Any check
that is returned by the bank to the Secretary of State’s Office for any reason
will immediately void the transaction for which it was intended and the
Secretary of State will treat the filing event as never occurring.
(Source: Amended at 27 Ill.
Reg. 550, effective December 27, 2002)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.610 DEFINITIONS
Section 150.610 Definitions
For the purpose of computing
franchise taxes and license fees as provided in Sections 15.40, 15.55 and 15.70
of the Business Corporation Act of 1983 [805 ILCS 5/15.40, 15.55 and 15.70] the
words and phrases in this Section shall have the meaning set forth herein.
a) "Property" means gross assets, including all real,
personal tangible and intangible property, without qualification.
b) "Business" means gross receipts, from whatever
source derived.
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.620 ANNUAL REPORT
Section 150.620 Annual
Report
Pursuant to Section 14.05 of the
Business Corporation Act of 1983 (Ill. Rev. Stat. 1991, ch. 32, par. 14.05)
[805 ILCS 5/14.05], the annual report of domestic or foreign corporation, to be
filed in calendar year 1986 and thereafter, shall include the state or country
under the laws of which the corporation is organized, the date of incorporation
or qualification, and the period of its duration.
(Source: Amended at 17 Ill. Reg. 11571, effective July 15, 1993)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.621 CONFIDENTIALITY OF ANNUAL REPORT FINANCIAL DATA
Section 150.621
Confidentiality of Annual Report Financial Data
The Secretary and the Department
shall keep confidential all corporate revenue and expense data contained on
annual reports and applications for certificates of authority to do business
filed with the Department as required by Section 1.40 of the Act. Such
information shall not be released to any person, entity, government agency, or
corporation except upon presentation to the Department of a valid and certified
court order, issued by a court with jurisdiction over the corporation whose
report is sought, directing the Department to release reported information.
Any fee for copies must be paid at the same time of request by the party
seeking the report. (Such confidentiality is pursuant to Section 1.40 of the
Act, because the financial information is being given to the Department in
response to interrogatories on the annual report form and the forms for
applying for a certificate of authority.)
(Source: Added at 17 Ill. Reg. 11571, effective July 15, 1993)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.630 SHARES HAVING A PAR VALUE
Section 150.630 Shares
Having a Par Value
The consideration received at
the time of the issuance of shares or, in the case of shares issued as a share
dividend, the amount added or transferred to the paid-in capital for or on
account of the issuance of shares cannot be less than the aggregate par value
of the shares issued, and at no time shall the paid-in capital be an amount
less than the aggregate par value of all issued shares.
(Source: Amended at 31 Ill.
Reg. 9469, effective July 16, 2007)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.631 AMENDED ANNUAL REPORT
Section 150.631 Amended
Annual Report
a) A corporation may amend its most recently
filed annual report to denote any subsequent changes in the names and addresses
of its officers and directors, principal place of business and/or status as a
minority or female owned business. The amended annual report must set forth the
information required in Section 14.05(a), (b), (c), (d), (e), (f), (g) and (i)
of the Business Corporation Act.
b) An amended annual report shall not take the
place of any document, statement or report otherwise required to be filed by
the Business Corporation Act.
c) The filing fee for an amended annual report
will be the amount set forth in Section 15.10(o) of the Business Corporation
Act.
(Source:
Added at 31 Ill. Reg. 9469, effective July 16, 2007)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.632 OFFICERS AND DIRECTORS QUALIFICATIONS
Section 150.632 Officers and Directors – Qualifications
An officer and/or director of a domestic or foreign
corporation, incorporated or authorized to transact business in this State,
must be a natural person and 18 years of age or older.
(Source: Added at 46 Ill. Reg. 14348,
effective July 27, 2022)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.640 INVALIDITY
Section 150.640 Invalidity
If any part of this Subpart
shall be held by a court of competent jurisdiction to be invalid, such holding
shall not affect the remaining parts thereof.
(Source: Added at 10 Ill. Reg. 5146, effective March 21, 1986)
SUBPART G: INTERPRETIVE COMMENTS AND GENERAL PROVISIONS
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.700 INTERPRETIVE COMMENTS APPLICABLE GENERALLY
Section 150.700 Interpretive
Comments Applicable Generally
The annotations in the Illinois
Business Corporation Act Annotated, with forms, Third Edition, as supplemented,
copyright 1975 (no subsequent dates or editions), prepared by the Chicago Bar
Association, to the extent that they continue to apply to those Sections of the
Act which remain in effect, are also adopted and incorporated by reference
herein, pursuant to Section 5-75 of the Illinois Administrative Procedure Act
(Ill. Rev. Stat. 1991, ch. 127, par. 1005-75) [5 ILCS 100/5-75]. A copy of this
book, in three volumes, is available for inspection in the Department's
Springfield office, or Chicago Bar Association, 321 South Plymouth Court,
Chicago, Illinois 60604.
AGENCY NOTE: The Department
shall employ the official comments of the Corporate Acts Advisory Committee of
the Secretary of State on the Illinois Business Corporation Act of 1983 as
guidelines in administering and interpreting the Act. Copies of the comments
are available from:
Business Services Department
Office of the Secretary of State
Room 328, Howlett Building
Springfield, Illinois 62756
(217)782-6961
(Source: Added at 17 Ill. Reg. 11571, effective July 15, 1993)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.705 PAID-IN CAPITAL
Section 150.705 Paid-In
Capital
The phrase "paid-in capital
represented by shares acquired and cancelled" contained in Section 9.20(a)(1)(i)
of the Act shall mean the actual cost of the re-acquired shares paid by the
corporation, or decrease in paid-in capital, to the corporation from the
acquisition of shares. Except, in the case of a wholly owned subsidiary created
and funded totally from the assets of the parent corporation, the merger of the
subsidiary back into the parent corporation shall not result in the totalling
of the paid-in capital of the parent and subsidiary corporations as to
corporate funds or assets that were not created previously by one of the
merging corporations and transferred to the other corporation. The surviving
corporation must demonstrate, by competent financial evidence presented to the
Department, the history of the financial transactions between the parent and subsidiary
corporation. If the request of the corporation is denied, it may seek relief
pursuant to Subpart A of this Part.
(Source: Amended at 31 Ill.
Reg. 9469, effective July 16, 2007)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.710 ADVICE TO THE PUBLIC
Section 150.710 Advice to
the Public
The Department staff will not
provide legal advice to any member of the public concerning the Act, or the
best or better words or phrases to place in the forms provided by the
Department for use under the Act.
(Source: Added at 17 Ill. Reg. 11571, effective July 15, 1993)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.720 INCORPORATING LICENSED PROFESSIONALS
Section 150.720
Incorporating Licensed Professionals
a) Authorized Corporate Structure
The
following professionals may incorporate using only the corporate structures
indicted on this list:
1) The Business Corporation or Professional Corporation Act may
be used by these professions:
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PROFESSION
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STATUTORY REFERENCE
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Roofer
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225 ILCS 335
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Architecture
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225 ILCS 305
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Professional Engineering
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225 ILCS 325
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Structural Engineering
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225 ILCS 340
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Land Surveyors
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225 ILCS 330
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Landscape Architect
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225 ILCS 315
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Pharmacist
(Pharmacy may be a BCA, but the
pharmacist himself may only be a PC)
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225 ILCS 85
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Real Estate Broker
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225 ILCS 455
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Marriage and Family Therapists
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225 ILCS 55
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Private Security Guard, Private Detectives, and Private
Alarm Contractors
(Person shall be PC if
detective, but agency can be BCA)
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225 ILCS 445
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Detection of Deception Examiners
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225 ILCS 430
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Collection Agencies
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225 ILCS 425
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2) The
Professional Corporation Act, in its statement of intent, specifically states
that it was enacted to allow licensed professionals to use this form of
corporate structure.
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PROFESSIONAL
CORPORATIONS
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STATUTORY REFERENCE
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Athletic Trainer
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225 ILCS 5
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Barbers
(BCA can be formed to own
barber shops, but licensed barber can only form PC)
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225 ILCS 410
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Professional Boxing & Wrestling
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225 ILCS 105
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A)
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Promoters
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B)
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Contestants
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C)
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Seconds
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D)
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Referees
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E)
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Judges
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F)
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Managers
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G)
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Trainers
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H)
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Timekeepers
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Cosmetologists
(BCA can be formed to own
barber shops, but licensed barber can only form PC)
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225 ILCS 410/3
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Esthetician
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225 ILCS 410
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Nail Technicians
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225 ILCS 410
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Funeral Directors/Embalmer
(Any person can form a
business corporation to own a funeral home, but the operation of a funeral
home is limited to a licensed funeral director)
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225 ILCS 41
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Speech-Language Pathologists and Audiologists
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225 ILCS 110
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Physicians, including osteopath psychiatrist and
chiropractor
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225 ILCS 60
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Dentists (Dental Hygienists)
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225 ILCS 25
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Podiatrist
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225 ILCS 100
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Psychologist
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225 ILCS 15
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Physical Therapist
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225 ILCS 90
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Occupational Therapist
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225 ILCS 75
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Clinical Social Workers
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25 ILCS 20
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Interior Design
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225 ILCS 310
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Nutritionists and Dieticians
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225 ILCS 30
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Pharmacist
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225 ILCS 85
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Nurses
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225 ILCS 65
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Public Accountants
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225 ILCS 450
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Shorthand Reporters
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225 ILCS 415
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Veterinarians
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225 ILCS 115
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Nursing Home Administrators
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225 ILCS 70
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Attorneys
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Supreme Court Rules
721
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Optometrist
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225 ILCS 80
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Chiropractor
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225 ILCS 60
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Doctors
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225 ILCS 60
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This list was developed in coordination
with the Department of Professional Regulation. The corporate purposes will
include the following language prescribed in subsections (b) and (c) of this
Section.
b) Required language in incorporation documents for Professional
Corporations.
1) Names
A professional
corporation shall adopt a name consisting of the full or last name of one or
more of its shareholders; except that if not prohibited by law, rules of a regulating
authority or the cannons of ethics of the professional concerned, a
professional corporation may adopt a fictitious name. If the corporation does
adopt a fictitious name or continues to use the name of a deceased shareholder
or the name of a member of a predecessor organization, it shall file with the
county clerk of the county where its principal place of business is located
under the Assumed Business Name Act [805 ILCS 405]. It shall be permissible for
a professional corporation to continue to use the name of a deceased
shareholder for a period of one year after his death without recording the name
of the corporation with the county clerk as hereinabove provided. A
professional corporation may continue to use the name of a shareholder who voluntarily
withdraws from the corporation if the withdrawing shareholder files with the
regulating authority his written permission for the continued use of his name
by the professional corporation. This permission shall remain in effect until
written revocation has been received by the regulating authority from the
former shareholder.
The
corporation name shall end with the word "Chartered" or
"Limited" or the abbreviation "Ltd.", or with the words
"Professional Corporation" or the abbreviation "Prof.
Corp." or the initials "P.C.".
2) Purpose
Professional
Corporation: To practice the profession of rendering that type of professional
service and services ancillary thereto.
Professional
Service will be rendered from the following address: (address of the corporation)
3) Attorney's Under the Professional Service Corporation Act
The Articles
of Incorporation of a Professional Service Corporation which is to be engaged
in the practice of law must also contain, in the Articles, the following
statement:
"All shareholders
shall be jointly and severally liable for the acts, errors and omissions of the
shareholders and other employees of the corporation, arising out of the
performance of professional services by the corporation while they are
shareholders."
c) Required language in incorporation documents for Medical
Corporations.
1) Names
The corporate
name shall end with the word "Chartered" or "Limited" or
the abbreviation "Ltd." or the words "Service Corporation"
or the abbreviation "S.C."
2) Purpose
Medical
Corporation: To own, operate and maintain an establishment for the study,
diagnosis and treatment of human aliments and injuries, whether physical or
mental, and to promote medical, surgical and scientific research and knowledge;
provided that medical or surgical treatment, consultation or advice may be
given by employees of the corporation only if they are licensed pursuant to the
Medical Practice Act [225 ILCS 60].
(Source: Amended at 20 Ill. Reg. 7026, effective May 8, 1996)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.725 CORPORATION ACTING AS AN INCORPORATOR
Section 150.725 Corporation Acting as an Incorporator
A corporation acting as an
incorporator must set forth its corporate name and state or country of
incorporation on the articles of incorporation. A duly authorized officer of
the corporation acting as the incorporator must sign the articles of
incorporation and print his or her name and title beneath the signature.
(Source:
Added at 29 Ill. Reg. 14047, effective September 1, 2005)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.730 BUSINESS HOURS
Section 150.730 Business
Hours
In Springfield, the
Department of Business Services business hours are 8:00
a.m. to 4:30 p.m., Monday through Friday, except holidays.
(Source:
Added at 29 Ill. Reg. 14047, effective September 1, 2005)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.735 ELECTRONIC FILING
Section 150.735
Electronic Filing
Documents transmitted for
filing electronically must include the name of the person making the
submission. Such inclusion shall constitute the affirmation or acknowledgement
of the person, under penalties of perjury, that the instrument is his or her
act and deed or the act and deed of the corporation, as the case may be, and
that the facts stated in the submission are true. Compliance with this Section
shall satisfy the signature provisions of Section 1.10 of the Business
Corporation Act of 1983, which shall otherwise apply.
(Source:
Added at 30 Ill. Reg. 12961, effective July 11, 2006)
| TITLE 14: COMMERCE
SUBTITLE A: REGULATION OF BUSINESS
CHAPTER I: SECRETARY OF STATE
PART 150
BUSINESS CORPORATION ACT
SECTION 150.740 EXTENSION OF FILING AND SECRETARY OF STATE DEADLINES
Section 150.740 Extension of Filing and Secretary of State
Deadlines
Filing of Organizational Documents, Annual Reports, and
Other Business Entity Materials
a) All organizational documents, annual reports, and other
business entity materials required to be filed with the Secretary of State
pursuant to Chapter 805 of the Illinois Compiled Statutes shall be filed with
the Business Services Department, Howlett Building, Room 350, Springfield IL
62756 or 69 West Washington, Suite 1240, Chicago IL 60602.
b) Pursuant to
the powers vested in him by Section 5(7) of the Secretary of State Act, the
Secretary of State hereby extends for the duration of the disaster proclaimed
by the Governor in Gubernatorial Proclamation number 2020-038, issued on March 9,
2020, as extended by subsequent proclamations, and for a period of 90 days
thereafter, the filing deadlines for materials required to be filed with the
Secretary of State pursuant to Chapter 805 of the Illinois Compiled Statutes
and that were due to be filed on or after March 17, 2020. This extension
period may be rescinded by the Secretary of State through the adoption of an
emergency rule. Business organizations are required to pay the statutory
amounts to the Secretary of State when materials are filed, including franchise
tax, penalties, interest, filing fees, and other charges required to be paid,
without regard to the application of the filing extension deadline of this
Section.
c) Pursuant to
the terms of Executive Order 2020-39, as extended by Executive Order 2020-44,
and as may be further extended by subsequent Executive Orders, the provisions
of Section 1.45 of the Business Corporations Act (BCA) that require the
Secretary of State to, within 10 days after any of the documents subject to
Section 1.45 are delivered to the Secretary for filing, give written notice of
his or her disapproval of the documents are suspended for the duration of the
disaster proclaimed in Gubernatorial Proclamation 2020-44, as extended, and for
30 days thereafter. During this period of suspension, the Secretary shall
process these documents as expeditiously as possible.
d) Pursuant to
the terms of Executive Order 2020-39, as extended by Executive Order 2020-44,
and as may be further extended by subsequent Executive Orders, the provisions
of Section 15.95 of the BCA that require the Secretary of State to provide
expedited services upon request are suspended for the duration of the disaster
proclaimed in the Gubernatorial Proclamation 2020-44, as extended, and for 30
days thereafter. During this period of suspension, the Secretary shall process the
expedited documents within 24 hours or as soon as possible thereafter. For
purposes of filing dates, the date the document was submitted for filing will
be the document's filing date.
(Source: Amended at 45 Ill. Reg. 7145,
effective May 28, 2021)
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