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| [ Engrossed ] | [ Enrolled ] | [ Senate Amendment 001 ] |
91_SB0566
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, 1.80, 8.40, 8.75,
7 10.05, 10.35, 13.45, 14.35, 15.35, 15.40, 15.45, 15.65,
8 15.70, 15.75, 15.80, 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 5/1.80) (from Ch. 32, par. 1.80)
18 Sec. 1.80. Definitions. As used in this Act, unless the
19 context otherwise requires, the words and phrases defined in
20 this Section shall have the meanings set forth herein.
21 (a) "Corporation" or "domestic corporation" means a
22 corporation subject to the provisions of this Act, except a
23 foreign corporation.
24 (b) "Foreign corporation" means a corporation for profit
25 organized under laws other than the laws of this State, but
26 shall not include a banking corporation organized under the
27 laws of another state or of the United States, a foreign
28 banking corporation organized under the laws of a country
29 other than the United States and holding a certificate of
30 authority from the Commissioner of Banks and Real Estate
31 issued pursuant to the Foreign Banking Office Act, or a
32 banking corporation holding a license from the Commissioner
33 of Banks and Real Estate issued pursuant to the Foreign Bank
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1 Representative Office Act.
2 (c) "Articles of incorporation" means the original
3 articles of incorporation, including the articles of
4 incorporation of a new corporation set forth in the articles
5 of consolidation, and all amendments thereto, whether
6 evidenced by articles of amendment, articles of merger,
7 articles of exchange, statement of correction affecting
8 articles, resolution establishing series of shares or a
9 statement of cancellation under Section 9.05. Restated
10 articles of incorporation shall supersede the original
11 articles of incorporation and all amendments thereto prior to
12 the effective date of filing the articles of amendment
13 incorporating the restated articles of incorporation.
14 (d) "Subscriber" means one who subscribes for shares in
15 a corporation, whether before or after incorporation.
16 (e) "Incorporator" means one of the signers of the
17 original articles of incorporation.
18 (f) "Shares" means the units into which the proprietary
19 interests in a corporation are divided.
20 (g) "Shareholder" means one who is a holder of record of
21 shares in a corporation.
22 (h) "Certificate" representing shares means a written
23 instrument executed by the proper corporate officers, as
24 required by Section 6.35 of this Act, evidencing the fact
25 that the person therein named is the holder of record of the
26 share or shares therein described. If the corporation is
27 authorized to issue uncertificated shares in accordance with
28 Section 6.35 of this Act, any reference in this Act to shares
29 represented by a certificate shall also refer to
30 uncertificated shares and any reference to a certificate
31 representing shares shall also refer to the written notice in
32 lieu of a certificate provided for in Section 6.35.
33 (i) "Authorized shares" means the aggregate number of
34 shares of all classes which the corporation is authorized to
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1 issue.
2 (j) "Paid-in capital" means the sum of the cash and
3 other consideration received, less expenses, including
4 commissions, paid or incurred by the corporation, in
5 connection with the issuance of shares, plus any cash and
6 other consideration contributed to the corporation by or on
7 behalf of its shareholders, plus amounts added or transferred
8 to paid-in capital by action of the board of directors or
9 shareholders pursuant to a share dividend, share split, or
10 otherwise, minus reductions as provided elsewhere in this Act
11 Each committee
22 shall have two or more members shall, who serve at the
23 pleasure of the board.
24 (b) Unless the appointment by the board of directors
25 requires a greater number, a majority of any committee shall
26 constitute a quorum and a majority of a quorum is necessary
27 for committee action. A committee may act by unanimous
28 consent in writing without a meeting and, subject to the
29 provisions of the by-laws or action by the board of
30 directors, the committee by majority vote of its members
31 shall determine the time and place of meetings and the notice
32 required therefor.
33 (c) To the extent specified by the board of directors or
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1 in the articles of incorporation or by-laws, each committee
2 may exercise the authority of the board of directors under
3 Section 8.05; provided, however, a committee may not:
4 (1) authorize distributions, except for dividends to be
5 paid with respect to shares of any preferred or special
6 classes or any series thereof;
7 (2) approve or recommend to shareholders any act this
8 Act requires to be approved by shareholders;
9 (3) fill vacancies on the board or on any of its
10 committees;
11 (4) elect or remove officers or fix the compensation of
12 any member of the committee;
13 (5) adopt, amend or repeal the by-laws;
14 (6) approve a plan of merger not requiring shareholder
15 approval;
16 (7) authorize or approve reacquisition of shares, except
17 according to a general formula or method prescribed by the
18 board;
19 (8) authorize or approve the issuance or sale, or
20 contract for sale, of shares or determine the designation and
21 relative rights, preferences, and limitations of a series of
22 shares, except that the board may direct a committee (i) to
23 fix the specific terms of the issuance or sale or contract
24 for sale, including without limitation the pricing terms or
25 the designation and relative rights, preferences, and
26 limitations of a series of shares if the board of directors
27 has approved the maximum number of shares to be issued
28 pursuant to such delegated authority or (ii) to fix the price
29 and the number of shares to be allocated to particular
30 employees under an employee benefit plan; or
31 (9) amend, alter, repeal, or take action inconsistent
32 with any resolution or action of the board of directors when
33 the resolution or action of the board of directors provides
34 by its terms that it shall not be amended, altered or
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1 repealed by action of a committee.
2 (Source: P.A. 86-464.)
3 (805 ILCS 5/8.75) (from Ch. 32, par. 8.75)
4 Sec. 8.75. Indemnification of officers, directors,
5 employees and agents; insurance.
6 (a) A corporation may indemnify any person who was or is
7 a party, or is threatened to be made a party to any
8 threatened, pending or completed action, suit or proceeding,
9 whether civil, criminal, administrative or investigative
10 (other than an action by or in the right of the corporation)
11 by reason of the fact that he or she is or was a director,
12 officer, employee or agent of the corporation, or who is or
13 was serving at the request of the corporation as a director,
14 officer, employee or agent of another corporation,
15 partnership, joint venture, trust or other enterprise,
16 against expenses (including attorneys' fees), judgments,
17 fines and amounts paid in settlement actually and reasonably
18 incurred by such person in connection with such action, suit
19 or proceeding, if such person acted in good faith and in a
20 manner he or she reasonably believed to be in, or not opposed
21 to the best interests of the corporation, and, with respect
22 to any criminal action or proceeding, had no reasonable cause
23 to believe his or her conduct was unlawful. The termination
24 of any action, suit or proceeding by judgment, order,
25 settlement, conviction, or upon a plea of nolo contendere or
26 its equivalent, shall not, of itself, create a presumption
27 that the person did not act in good faith and in a manner
28 which he or she reasonably believed to be in or not opposed
29 to the best interests of the corporation or, with respect to
30 any criminal action or proceeding, that the person had
31 reasonable cause to believe that his or her conduct was
32 unlawful.
33 (b) A corporation may indemnify any person who was or is
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1 a party, or is threatened to be made a party to any
2 threatened, pending or completed action or suit by or in the
3 right of the corporation to procure a judgment in its favor
4 by reason of the fact that such person is or was a director,
5 officer, employee or agent of the corporation, or is or was
6 serving at the request of the corporation as a director,
7 officer, employee or agent of another corporation,
8 partnership, joint venture, trust or other enterprise,
9 against expenses (including attorneys' fees) actually and
10 reasonably incurred by such person in connection with the
11 defense or settlement of such action or suit, if such person
12 acted in good faith and in a manner he or she reasonably
13 believed to be in, or not opposed to, the best interests of
14 the corporation, provided that no indemnification shall be
15 made with respect to any claim, issue, or matter as to which
16 such person has been adjudged to have been liable to the
17 corporation, unless, and only to the extent that the court in
18 which such action or suit was brought shall determine upon
19 application that, despite the adjudication of liability, but
20 in view of all the circumstances of the case, such person is
21 fairly and reasonably entitled to indemnity for such expenses
22 as the court shall deem proper.
23 (c) To the extent that a director, officer, employee or
24 agent of a corporation has been successful, on the merits or
25 otherwise, in the defense of any action, suit or proceeding
26 referred to in subsections (a) and (b), or in defense of any
27 claim, issue or matter therein, such person shall be
28 indemnified against expenses (including attorneys' fees)
29 actually and reasonably incurred by such person in connection
30 therewith.
31 (d) Any indemnification under subsections (a) and (b)
32 (unless ordered by a court) shall be made by the corporation
33 only as authorized in the specific case, upon a determination
34 that indemnification of the director, officer, employee or
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1 agent is proper in the circumstances because he or she has
2 met the applicable standard of conduct set forth in
3 subsections (a) or (b). Such determination shall be made (1)
4 by the board of directors by a majority vote of a quorum
5 consisting of directors who were not parties to such action,
6 suit or proceeding, or (2) if such a quorum is not
7 obtainable, or, even if obtainable, if a quorum of
8 disinterested directors so directs, by independent legal
9 counsel in a written opinion, or (3) by the shareholders.
10 (e) Expenses incurred in defending a civil or criminal
11 action, suit or proceeding may be paid by the corporation in
12 advance of the final disposition of such action, suit or
13 proceeding upon receipt of an undertaking by or on behalf of
14 the director, officer, employee or agent to repay such amount
15 if it shall ultimately be determined that he or she is not
16 entitled to be indemnified by the corporation as authorized
17 in this Section.
18 (f) The indemnification and advancement of expenses
19 provided by or granted under the other subsections of this
20 Section shall not be deemed exclusive of any other rights to
21 which those seeking indemnification or advancement of
22 expenses may be entitled under any by-law, agreement, vote of
23 shareholders or disinterested directors, or otherwise, both
24 as to action in his or her official capacity and as to action
25 in another capacity while holding such office.
26 (g) A corporation may purchase and maintain insurance on
27 behalf of any person who is or was a director, officer,
28 employee or agent of the corporation, or who is or was
29 serving at the request of the corporation as a director,
30 officer, employee or agent of another corporation,
31 partnership, joint venture, trust or other enterprise,
32 against any liability asserted against such person and
33 incurred by such person in any such capacity, or arising out
34 of his or her status as such, whether or not the corporation
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1 would have the power to indemnify such person against such
2 liability under the provisions of this Section.
3 (h) If a corporation indemnifies or advances has paid
4 indemnity or has advanced expenses to a director or , officer
5 under subsection (b) of this Section, employee or agent, the
6 corporation shall report the indemnification or advance in
7 writing to the shareholders with or before the notice of the
8 next shareholders meeting.
9 (i) For purposes of this Section, references to "the
10 corporation" shall include, in addition to the surviving
11 corporation, any merging corporation (including any
12 corporation having merged with a merging corporation)
13 absorbed in a merger which, if its separate existence had
14 continued, would have had the power and authority to
15 indemnify its directors, officers, and employees or agents,
16 so that any person who was a director, officer, employee or
17 agent of such merging corporation, or was serving at the
18 request of such merging corporation as a director, officer,
19 employee or agent of another corporation, partnership, joint
20 venture, trust or other enterprise, shall stand in the same
21 position under the provisions of this Section with respect to
22 the surviving corporation as such person would have with
23 respect to such merging corporation if its separate existence
24 had continued.
25 (j) For purposes of this Section, references to "other
26 enterprises" shall include employee benefit plans; references
27 to "fines" shall include any excise taxes assessed on a
28 person with respect to an employee benefit plan; and
29 references to "serving at the request of the corporation"
30 shall include any service as a director, officer, employee or
31 agent of the corporation which imposes duties on, or involves
32 services by such director, officer, employee, or agent with
33 respect to an employee benefit plan, its participants, or
34 beneficiaries. A person who acted in good faith and in a
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1 manner he or she reasonably believed to be in the best
2 interests of the participants and beneficiaries of an
3 employee benefit plan shall be deemed to have acted in a
4 manner "not opposed to the best interest of the corporation"
5 as referred to in this Section.
6 (k) The indemnification and advancement of expenses
7 provided by or granted under this Section shall, unless
8 otherwise provided when authorized or ratified, continue as
9 to a person who has ceased to be a director, officer,
10 employee, or agent and shall inure to the benefit of the
11 heirs, executors, and administrators of that person.
12 (Source: P.A. 88-43.)
13 (805 ILCS 5/10.05) (from Ch. 32, par. 10.05)
14 Sec. 10.05. Authority to amend articles of
15 incorporation. (a) A corporation may amend its articles of
16 incorporation at any time and from time to time to add a new
17 provision or to change or remove an existing provision,
18 provided that the articles as amended contain only such
19 provisions as are required or permitted in original articles
20 of incorporation at the time of amendment. The articles as
21 amended must contain all the provisions required by
22 subsection (a) of Section 2.10 except that the names and
23 addresses of the initial directors may be omitted removed and
24 the name of the initial registered agent or the address of
25 the initial registered office may be omitted removed if a
26 statement of change is on file.
27 (b) A corporation whose period of duration as provided
28 in the articles of incorporation has expired may amend its
29 articles of incorporation to revive its articles and extend
30 the period of corporate duration, including making the
31 duration perpetual, at any time within 5 years after the date
32 of expiration.
33 (Source: P.A. 84-924.)
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1 (805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
2 Sec. 10.35. Effect of certificate of amendment.
3 (a) The amendment shall become effective and the
4 articles of incorporation shall be deemed to be amended
5 accordingly, as of the later of:
6 (1)(a) the issuance of the certificate of amendment
7 by the Secretary of State; or
8 (2)(b) the time established under the articles of
9 amendment, not to exceed 30 days after the issuance of
10 the certificate of amendment by the Secretary of State.
11 (b) If the amendment is made in accordance with the
12 provisions of Section 10.40, upon the issuance of the
13 certificate of amendment by the Secretary of State, the
14 amendment shall become effective and the articles of
15 incorporation shall be deemed to be amended accordingly,
16 without any action thereon by the directors or shareholders
17 of the corporation and with the same effect as if the
18 amendments had been adopted by unanimous action of the
19 directors and shareholders of the corporation.
20 (c) If the amendment restates the articles of
21 incorporation, such restated articles of incorporation shall,
22 upon such amendment becoming effective, supersede and stand
23 in lieu of the corporation's preexisting articles of
24 incorporation.
25 (d) If the amendment revives the articles of
26 incorporation and extends the period of corporate duration,
27 upon the issuance of the certificate of amendment by the
28 Secretary of State, the amendment shall become effective and
29 the corporate existence shall be deemed to have continued
30 without interruption from the date of expiration of the
31 original period of duration, and the corporation shall stand
32 revived with such powers, duties and obligations as if its
33 period of duration had not expired; and all acts and
34 proceedings of its officers, directors and shareholders,
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1 acting or purporting to act as such, which would have been
2 legal and valid but for such expiration, shall stand ratified
3 and confirmed.
4 (e) Each amendment which affects the number of issued
5 shares or the amount of paid-in capital shall be deemed to be
6 a report under the provisions of this Act.
7 (f) No amendment of the articles of incorporation of a
8 corporation shall affect any existing cause of action in
9 favor of or against such corporation, or any pending suit in
10 which such corporation shall be a party, or the existing
11 rights of persons other than shareholders; and, in the event
12 the corporate name shall be changed by amendment, no suit
13 brought by or against such corporation under its former name
14 shall be abated for that reason.
15 (Source: P.A. 83-1025.)
16 (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
17 Sec. 13.45. Withdrawal of foreign corporation. A foreign
18 corporation authorized to transact business in this State may
19 withdraw from this State upon procuring from the Secretary of
20 State a certificate of withdrawal. In order to procure such
21 certificate of withdrawal, such foreign corporation shall
22 either:
23 (a) Execute and file in duplicate triplicate, in
24 accordance with Section 1.10 of this Act, an application for
25 withdrawal and a final report which shall set forth:
26 (1) That no proportion of its issued shares is on the
27 date of such application represented by business transacted
28 or property located in this State.
29 (2) That it surrenders its authority to transact
30 business in this State.
31 (3) That it revokes the authority of its registered
32 agent in this State to accept service of process and consents
33 that service of process in any suit, action, or proceeding
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1 based upon any cause of action arising in this State during
2 the time the corporation was licensed to transact business in
3 this State may thereafter be made on such corporation by
4 service thereof on the Secretary of State.
5 (4) A post-office address to which may be mailed a copy
6 of any process against the corporation that may be served on
7 the Secretary of State.
8 (5) The name of the corporation and the state or country
9 under the laws of which it is organized.
10 (6) A statement of the aggregate number of issued shares
11 of the corporation itemized by classes, and series, if any,
12 within a class, as of the date of such final report.
13 (7) A statement of the amount of paid-in capital of the
14 corporation as of the date of such final report.
15 (8) Such additional information as may be necessary or
16 appropriate in order to enable the Secretary of State to
17 determine and assess any unpaid fees or franchise taxes
18 payable by such foreign corporation as in this Act
19 prescribed; or
20 (b) If it has been dissolved, file a copy of the
21 articles of dissolution duly authenticated by the proper
22 officer of the state or country under the laws of which such
23 corporation was organized.
24 (c) The application for withdrawal and the final report
25 shall be made on forms prescribed and furnished by the
26 Secretary of State.
27 (d) When the corporation has complied with subsection
28 (a) or (b) of this Section the Secretary of State shall issue
29 a certificate of withdrawal. If the provisions of subsection
30 (b) of this Section have been followed, the Secretary of
31 State shall file the copy of the articles of dissolution in
32 his or her office with one copy of the certificate of
33 withdrawal affixed thereto, mail the original certificate to
34 the corporation or its representative, and file one copy of
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1 the certificate with the recorder of the county in which the
2 registered office of the corporation in this State is
3 situated, to be recorded by such recorder. The recorder
4 shall submit for payment to the Secretary of State, on a
5 quarterly basis, the amount of filing fees incurred.
6 Upon the issuance of such certificate of withdrawal, the
7 authority of the corporation to transact business in this
8 State shall cease.
9 (Source: P.A. 84-924.)
10 (805 ILCS 5/14.35) (from Ch. 32, par. 14.35)
11 Sec. 14.35. Report following merger or consolidation.
12 (a) Whenever a domestic corporation or a foreign
13 corporation authorized to transact business in this State is
14 the surviving corporation in a statutory merger or whenever a
15 domestic corporation is the new corporation in a
16 consolidation, it shall, within 60 days after the effective
17 date of the event, if the effective date occurs after both
18 December 31, 1990 and the last day of the third month
19 immediately preceding its anniversary month in 1991, execute
20 and file in accordance with Section 1.10 of this Act, a
21 report setting forth:
22 (1) The name of the corporation and the state or
23 country under the laws of which it is organized.
24 (2) A description of the merger or consolidation.
25 (3) A statement itemized by classes and series, if
26 any, within a class of the aggregate number of issued
27 shares of the corporation as last reported to the
28 Secretary of State in any document required to be filed
29 by this Act, other than an annual report, interim annual
30 report, or final transition annual report.
31 (4) A statement itemized by classes and series, if
32 any, within a class of the aggregate number of issued
33 shares of the corporation after giving effect to the
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1 change.
2 (5) A statement, expressed in dollars, of the
3 amount of paid-in capital of the corporation as last
4 reported to the Secretary of State in any document
5 required to be filed by this Act, other than an annual
6 report, interim annual report, or final transition annual
7 report.
8 (6) A statement, expressed in dollars, of the
9 amount of paid-in capital of the corporation after giving
10 effect to the merger change.
11 (7) Additional information concerning each of the
12 constituent corporations that was a party to a merger or
13 consolidation as may be necessary or appropriate to
14 verify the proper amount of fees and franchise taxes
15 payable by the corporation.
16 (b) The report shall be made on forms prescribed and
17 furnished by the Secretary of State.
18 (Source: P.A. 86-1217.)
19 (805 ILCS 5/15.35) (from Ch. 32, par. 15.35)
20 Sec. 15.35. Franchise taxes payable by domestic
21 corporations. For the privilege of exercising its franchises
22 in this State, each domestic corporation shall pay to the
23 Secretary of State the following franchise taxes, computed on
24 the basis, at the rates and for the periods prescribed in
25 this Act:
26 (a) An initial franchise tax at the time of filing its
27 first report of issuance of shares.
28 (b) An additional franchise tax at the time of filing
29 (1) a report of the issuance of additional shares, or (2) a
30 report of an increase in paid-in capital without the issuance
31 of shares, or (3) an amendment to the articles of
32 incorporation or a report of cumulative changes in paid-in
33 capital, whenever any amendment or such report discloses an
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1 increase in its paid-in capital over the amount thereof last
2 reported in any document, other than an annual report,
3 interim annual report or final transition annual report
4 required by this Act to be filed in the office of the
5 Secretary of State.
6 (c) An additional franchise tax at the time of filing a
7 report of paid-in capital following a statutory merger or
8 consolidation, which discloses that the paid-in capital of
9 the surviving or new corporation immediately after the merger
10 or consolidation is greater than the sum of the paid-in
11 capital of all of the merged or consolidated corporations
12 immediately prior to the merger as last reported by them in
13 any documents, other than annual reports, required by this
14 Act to be filed in the office of the Secretary of State; and
15 in addition, the surviving or new corporation shall be liable
16 for a further additional franchise tax on the paid-in capital
17 of each of the merged or consolidated corporations as last
18 reported by them in any document, other than an annual
19 report, required by this Act to be filed with the Secretary
20 of State from their taxable year end to the next succeeding
21 anniversary month or, in the case of a corporation which has
22 established an extended filing month, the extended filing
23 month of the surviving or new corporation; however if the
24 taxable year ends within the 2 month period immediately
25 preceding the anniversary month or, in the case of a
26 corporation which has established an extended filing month,
27 the extended filing month of the surviving or new corporation
28 the tax will be computed to the anniversary month or, in the
29 case of a corporation which has established an extended
30 filing month, the extended filing month of the surviving or
31 new corporation in the next succeeding calendar year.
32 (d) An annual franchise tax payable each year with the
33 annual report which the corporation is required by this Act
34 to file.
-22- LRB9103880DJcd
1 (Source: P.A. 86-985.)
2 (805 ILCS 5/15.40) (from Ch. 32, par. 15.40)
3 Sec. 15.40. Basis for computation of franchise taxes
4 payable by domestic corporations.
5 (a) The basis for the initial franchise tax payable by a
6 domestic corporation shall be the amount represented in this
7 State, determined in accordance with the provisions of this
8 Section, of its paid-in capital as disclosed by its first
9 report of the issuance of shares.
10 (b) The basis for an additional franchise tax payable by
11 a domestic corporation, except in the case of a statutory
12 merger or consolidation, shall be the increased amount
13 represented in this State, determined in accordance with the
14 provisions of this Section, of its paid-in capital as
15 disclosed by any report of issuance of additional shares, or
16 of an increase in paid-in capital without the issuance of
17 shares, or of an exchange or reclassification of shares, or
18 of cumulative changes in paid-in capital.
19 (c) Whenever a domestic corporation is a party to a
20 merger and is the surviving corporation, or in the case of a
21 consolidation In case of a statutory merger or consolidation
22 of domestic corporations, the basis for an additional
23 franchise tax payable by the surviving or new corporation
24 shall be the increased amount represented in this State,
25 determined in accordance with the provisions of this Section
26 of the paid-in capital of the surviving or new corporation
27 immediately after the merger or consolidation over the
28 aggregate of the amounts represented in this State of the
29 paid-in capital of the merged or consolidated corporations
30 disclosed by the latest reports filed by those corporations,
31 respectively, with the Secretary of State as required by this
32 Act; provided, however, the basis for a further additional
33 franchise tax payable by the surviving or new corporation
-23- LRB9103880DJcd
1 shall be determined in accordance with the provisions of this
2 Section, on the paid-in capital of each of the merged or
3 consolidated corporations as last reported by it in any
4 document, other than an annual report, required by this Act
5 to be filed with the Secretary of State, from its taxable
6 year end to the next succeeding anniversary month or, in the
7 case of a corporation that has established an extended filing
8 month, the next succeeding extended filing month of the
9 surviving or new corporation; however if the taxable year
10 ends within the 2 month period immediately preceding the
11 anniversary month or, in the case of a corporation that has
12 established an extended filing month, the next succeeding
13 extended filing month of the surviving or new corporation the
14 tax shall be computed to the anniversary month or, in the
15 case of a corporation that has established an extended filing
16 month, the next succeeding extended filing month of the
17 surviving or new corporation in the next succeeding calendar
18 year.
19 (d) The basis for the annual franchise tax payable by a
20 domestic corporation shall be the amount represented in this
21 State, determined in accordance with the provisions of this
22 Section, of its paid-in capital on the last day of the third
23 month preceding the anniversary month or, in the case of a
24 corporation that has established an extended filing month, on
25 the last day of the corporation's fiscal year preceding the
26 extended filing month.
27 (e) For the purpose of determining the amount
28 represented in this State of the paid-in capital of a
29 domestic corporation, the amount represented in this State
30 shall be that proportion of its paid-in capital that the sum
31 of (1) the value of its property located in this State and
32 (2) the gross amount of business transacted by it at or from
33 places of business in this State bears to the sum of (1) the
34 value of all of its property, wherever located, and (2) the
-24- LRB9103880DJcd
1 gross amount of its business, wherever transacted, except as
2 follows:
3 (1) (a) If the corporation elects in its annual
4 report in any year to pay its franchise tax upon its
5 entire paid-in capital, all franchise taxes accruing
6 against the corporation for that taxable year shall be
7 computed accordingly until the corporation elects
8 otherwise in an annual report for a subsequent year.
9 (2) (b) If the corporation fails to file its annual
10 report or final transition annual report in any year
11 within the time prescribed by this Act, the proportion of
12 its paid-in capital represented in this State shall be
13 deemed to be its entire paid-in capital unless its annual
14 report is thereafter filed and its franchise taxes are
15 thereafter adjusted by the Secretary of State in
16 accordance with the provisions of this Act, in which case
17 the proportion shall likewise be adjusted to the same
18 proportion that would have prevailed if the corporation
19 had filed its annual report within the time prescribed by
20 this Act.
21 (3) (c) In the case of a statutory merger or
22 consolidation that becomes effective either prior to
23 January 1, 1991 or on or prior to the last day of the
24 third month preceding the corporation's anniversary month
25 in 1991, the amount of the paid-in capital represented in
26 this State of the surviving or new corporation
27 immediately after the merger or consolidation, until the
28 filing of the next annual report of such corporation,
29 shall be deemed to be that proportion of the paid-in
30 capital of the surviving or new corporation that the
31 aggregate amounts represented in this State of the sum of
32 the paid-in capital of the merged or consolidated
33 corporations, separately determined, bore to the total of
34 the sum of the paid-in capital of all of the merged or
-25- LRB9103880DJcd
1 consolidated corporations immediately prior to the merger
2 or consolidation.
3 (f) For increases in paid-in capital that occur either
4 prior to January 1, 1991 or on or prior to the last day of
5 the third month preceding the corporation's anniversary month
6 in 1991, the proportion corporation on file on the date
7 represented in this State of the paid-in capital of a
8 domestic corporation shall be determined from information
9 contained in the latest annual report of the corporation on
10 file on the date the particular increase in paid-in capital
11 is shown to have been made, or, if no annual report was on
12 file on the date of the increase, from information contained
13 in its articles of incorporation, or, in case of a merger or
14 consolidation that becomes effective either prior to January
15 1, 1991 or on or prior to the last day of the third month
16 preceding the corporation's anniversary month in 1991, from
17 information contained in the report of the surviving or new
18 corporation of the amount of its paid-in capital following
19 the merger or consolidation. For increases in paid-in
20 capital that occur after both December 31, 1990 and the last
21 day of such third month, the proportion represented in this
22 State of the paid-in capital of a domestic corporation shall
23 be determined from information contained in the latest annual
24 report of the corporation for the taxable period in which the
25 particular increase in paid-in capital is shown to have been
26 made or, if no annual report was on file on the date of the
27 increase, from information contained in its articles of
28 incorporation.
29 (g) No basis under this Section may consist of any
30 redeemable preference shares sold to the United States
31 Secretary of Transportation under Sections 505 and 506 of
32 Public Law 94-210.
33 (Source: P.A. 86-985; 86-1217; 87-516.)
-26- LRB9103880DJcd
1 (805 ILCS 5/15.45) (from Ch. 32, par. 15.45)
2 Sec. 15.45. Rate of franchise taxes payable by domestic
3 corporations.
4 (a) The annual franchise tax payable by each domestic
5 corporation shall be computed at the rate of 1/12 of 1/10 of
6 1% for each calendar month or fraction thereof for the period
7 commencing on the first day of July 1983 to the first day of
8 the anniversary month in 1984, but in no event shall the
9 amount of the annual franchise tax be less than $2.08333 per
10 month assessed on a minimum of $25 per annum or more than
11 $83,333.333333 per month; thereafter, the annual franchise
12 tax payable by each domestic corporation shall be computed at
13 the rate of 1/10 of 1% for the 12-months' period commencing
14 on the first day of the anniversary month or, in the case of
15 cases where a corporation has established an extended filing
16 month, the extended filing month of the corporation, but in
17 no event shall the amount of the annual franchise tax be less
18 than $25 nor more than $1,000,000 per annum.
19 (b) The annual franchise tax payable by each domestic
20 corporation at the time of filing a statement of election and
21 interim annual report shall be computed at the rate of 1/10
22 of 1% for the 12 month period commencing on the first day of
23 the anniversary month of the corporation next following such
24 filing, but in no event shall the amount of the annual
25 franchise tax be less than $25 nor more than $1,000,000 per
26 annum.
27 (c) The annual franchise tax payable at the time of
28 filing the final transition annual report shall be an amount
29 equal to (i) 1/12 of 1/10 of 1% per month of the proportion
30 of paid-in capital represented in this State as shown in the
31 final transition annual report multiplied by (ii) the number
32 of months commencing with the anniversary month next
33 following the filing of the statement of election until, but
34 excluding, the second extended filing month, less the annual
-27- LRB9103880DJcd
1 franchise tax theretofore paid at the time of filing the
2 statement of election, but in no event shall the amount of
3 the annual franchise tax be less than $2.08333 per month
4 assessed on a minimum of $25 per annum or more than
5 $83,333.333333 per month.
6 (d) The initial franchise tax payable after January 1,
7 1983, but prior to January 1, 1991, by each domestic
8 corporation shall be computed at the rate of 1/10 of 1% for
9 the 12 months' period commencing on the first day of the
10 anniversary month in which the certificate of incorporation
11 is issued to the corporation under Section 2.10 of this Act,
12 but in no event shall the franchise tax be less than $25 nor
13 more than $1,000,000 per annum. The initial franchise tax
14 payable on or after January 1, 1991, by each domestic
15 corporation shall be computed at the rate of 15/100 of 1% for
16 the 12 month period commencing on the first day of the
17 anniversary month in which the certificate of incorporation
18 is issued to the corporation under Section 2.10 of this Act,
19 but in no event shall the initial franchise tax be less than
20 $25 nor more than $1,000,000 per annum plus 1/20th of 1% of
21 the basis therefor.
22 (e) Each additional franchise tax payable by each
23 domestic corporation for the period beginning January 1, 1983
24 through December 31, 1983 shall be computed at the rate of
25 1/12 of 1/10 of 1% for each calendar month or fraction
26 thereof, between the date of each respective increase in its
27 paid-in capital and its anniversary month in 1984; thereafter
28 until the last day of the month that is both after December
29 31, 1990 and the third month immediately preceding the
30 anniversary month in 1991, each additional franchise tax
31 payable by each domestic corporation shall be computed at the
32 rate of 1/12 of 1/10 of 1% for each calendar month, or
33 fraction thereof, between the date of each respective
34 increase in its paid-in capital and its next anniversary
-28- LRB9103880DJcd
1 month; however, if the increase occurs within the 2 month
2 period immediately preceding the anniversary month, the tax
3 shall be computed to the anniversary month of the next
4 succeeding calendar year. Commencing with increases in
5 paid-in capital that occur subsequent to both December 31,
6 1990 and the last day of the third month immediately
7 preceding the anniversary month in 1991, the additional
8 franchise tax payable by a domestic corporation shall be
9 computed at the rate of 15/100 of 1%.
10 (Source: P.A. 86-985; 86-1217.)
11 (805 ILCS 5/15.65) (from Ch. 32, par. 15.65)
12 Sec. 15.65. Franchise taxes payable by foreign
13 corporations. For the privilege of exercising its authority
14 to transact such business in this State as set out in its
15 application therefor or any amendment thereto, each foreign
16 corporation shall pay to the Secretary of State the following
17 franchise taxes, computed on the basis, at the rates and for
18 the periods prescribed in this Act:
19 (a) An initial franchise tax at the time of filing its
20 application for a certificate of authority to transact
21 business in this State.
22 (b) An additional franchise tax at the time of filing
23 (1) a report of the issuance of additional shares, or (2) a
24 report of an increase in paid-in capital without the issuance
25 of shares, or (3) a report of cumulative changes in paid-in
26 capital or a report of an exchange or reclassification of
27 shares, whenever any such report discloses an increase in its
28 paid-in capital over the amount thereof last reported in any
29 document, other than an annual report, interim annual report
30 or final transition annual report, required by this Act to be
31 filed in the office of the Secretary of State.
32 (c) Whenever the corporation shall be a party to a
33 statutory merger and shall be the surviving corporation, an
-29- LRB9103880DJcd
1 additional franchise tax at the time of filing its report of
2 paid-in capital or of cumulative changes in paid-in capital
3 following the merger, if such report discloses that the
4 amount represented in this State of its paid-in capital
5 immediately after the merger is greater than the aggregate of
6 the amounts represented in this State of the paid-in capital
7 of such of the merged corporations as were authorized to
8 transact business in this State at the time of the merger, as
9 last reported by them in any documents, other than annual
10 reports, required by this Act to be filed in the office of
11 the Secretary of State; and in addition, the surviving
12 corporation shall be liable for a further additional
13 franchise tax on the paid-in capital of each of the merged
14 corporations as last reported by them in any document, other
15 than an annual report, required by this Act to be filed with
16 the Secretary of State, from their taxable year end to the
17 next succeeding anniversary month or, in the case of a
18 corporation which has established an extended filing month,
19 the extended filing month of the surviving corporation;
20 however if the taxable year ends within the 2 month period
21 immediately preceding the anniversary month or the extended
22 filing month of the surviving corporation, the tax will be
23 computed to the anniversary or, extended filing month of the
24 surviving corporation in the next succeeding calendar year.
25 (d) An annual franchise tax payable each year with any
26 annual report which the corporation is required by this Act
27 to file.
28 (Source: P.A. 86-985.)
29 (805 ILCS 5/15.70) (from Ch. 32, par. 15.70)
30 Sec. 15.70. Basis for computation of franchise taxes
31 payable by foreign corporations.
32 (a) The basis for the initial franchise tax payable by a
33 foreign corporation shall be the amount represented in this
-30- LRB9103880DJcd
1 State, determined in accordance with the provisions of this
2 Section, of its paid-in capital as disclosed by its
3 application for a certificate of authority to transact
4 business in this State.
5 (b) The basis for an additional franchise tax payable by
6 a corporation, except in the case of a statutory merger,
7 shall be the increased amount represented in this State,
8 determined in accordance with the provisions of this Section,
9 of its paid-in capital as disclosed by any report of issuance
10 of additional shares, or of an increase in paid-in capital
11 without the issuance of shares, or of an exchange or
12 reclassification of shares, or of cumulative changes in
13 paid-in capital.
14 (c) Whenever a foreign corporation shall be a party to a
15 statutory merger and shall be the surviving corporation, the
16 basis for an additional franchise tax shall be the increased
17 amount represented in this State, determined in accordance
18 with the provisions of this Section, of the paid-in capital
19 of the surviving corporation immediately after the merger
20 over the aggregate of the amounts represented in this State
21 of the paid-in capital of the merged corporations; provided,
22 however, the basis for a further additional franchise tax
23 payable by the surviving corporation shall be determined in
24 accordance with the provisions of this Section, on the
25 paid-in capital of each of the merged corporations from its
26 taxable year end to the next succeeding anniversary month or,
27 in the case of a corporation that has established an extended
28 filing month, the extended filing month of the surviving
29 corporation; however if the taxable year ends within the 2
30 month period immediately preceding the anniversary month or,
31 in the case of a corporation that has established an extended
32 filing month, the extended filing month of the surviving
33 corporation, the tax shall be computed to the anniversary
34 month or, in the case of a corporation that has established
-31- LRB9103880DJcd
1 an extended filing month, the extended filing month of the
2 surviving corporation in the next succeeding calendar year.
3 (d) The basis for the annual franchise tax payable by a
4 foreign corporation shall be the amount represented in this
5 State, determined in accordance with the provisions of this
6 Section, of its paid-in capital on the last day of the third
7 month preceding the anniversary month or, in the case of a
8 corporation that has established an extended filing month, on
9 the last day of the corporation's fiscal year preceding the
10 extended filing month.
11 (e) The amount represented in this State of the paid-in
12 capital of a foreign corporation shall be that proportion of
13 its paid-in capital that the sum of (1) the value of its
14 property located in this State and (2) the gross amount of
15 business transacted by it at or from places of business in
16 this State bears to the sum of (1) the value of all of its
17 property, wherever located, and (2) the gross amount of its
18 business, wherever transacted, except as follows:
19 (1) (a) If the corporation elects in its annual
20 report in any year to pay its franchise tax upon its
21 entire paid-in capital, all franchise taxes accruing
22 against the corporation for that taxable year shall be
23 computed accordingly until the corporation elects
24 otherwise in an annual report for a subsequent year.
25 (2) (b) If the corporation fails to file its annual
26 report in any year within the time prescribed by this
27 Act, the proportion of its paid-in capital represented in
28 this State shall be deemed to be its entire paid-in
29 capital, unless its annual report is thereafter filed and
30 its franchise taxes are thereafter adjusted by the
31 Secretary of State in accordance with the provisions of
32 this Act, in which case the proportion shall likewise be
33 adjusted to the same proportion that would have prevailed
34 if the corporation had filed its annual report within the
-32- LRB9103880DJcd
1 time prescribed by this Act.
2 (3) (c) In the case of a statutory merger that
3 becomes effective either prior to January 1, 1991 or on
4 or prior to the last day of the third month preceding the
5 corporation's anniversary month in 1991, the amount of
6 the paid-in capital represented in this State of the
7 surviving corporation immediately after the merger, until
8 the filing of the next annual report of such corporation,
9 shall be deemed to be that proportion of the paid-in
10 capital of the surviving corporation that the aggregate
11 amounts represented in this State of the sum of the
12 paid-in capital of the merged corporations, separately
13 determined, bore to the total of the sum of the paid-in
14 capital of all of the merged corporations immediately
15 prior to the merger.
16 (f) For increases in paid-in capital that occur either
17 prior to January 1, 1991 or on or prior to the last day of
18 the third month preceding the corporation's anniversary month
19 in 1991, the proportion represented in this State of the
20 paid-in capital of a foreign corporation shall be determined
21 from information contained in the latest annual report of the
22 corporation on file on the date the particular increase in
23 paid-in capital is shown to have been made, or, if no annual
24 report was on file on the date of the increase, from
25 information contained in its application for a certificate of
26 authority to transact business in this State, or, in case of
27 a merger that becomes effective either prior to January 1,
28 1991 or on or prior to the last day of the third month
29 preceding the surviving corporation's anniversary month in
30 1991, from information contained in the report of the
31 surviving corporation of the amount of its paid-in capital
32 following the merger. For changes in paid-in capital that
33 occur after both December 31, 1990 and the last day of such
34 third month, the proportion represented in this State of the
-33- LRB9103880DJcd
1 paid-in capital of a corporation shall be determined from
2 information contained in the latest annual report of the
3 corporation for the taxable period in which the particular
4 increase in paid-in capital is shown to have been made or, if
5 no annual report was on file on the date of the increase,
6 from information contained in its application for certificate
7 of authority to transact business in Illinois.
8 (g) No basis under this Section may consist of any
9 redeemable preference shares sold to the United States
10 Secretary of Transportation under Sections 505 and 506 of
11 Public Law 94-210.
12 (Source: P.A. 86-985; 86-1217; 87-516.)
13 (805 ILCS 5/15.75) (from Ch. 32, par. 15.75)
14 Sec. 15.75. Rate of franchise taxes payable by foreign
15 corporations.
16 (a) The annual franchise tax payable by each foreign
17 corporation shall be computed at the rate of 1/12 of 1/10 of
18 1% for each calendar month or fraction thereof for the period
19 commencing on the first day of July 1983 to the first day of
20 the anniversary month in 1984, but in no event shall the
21 amount of the annual franchise tax be less than $2.083333 per
22 month based on a minimum of $25 per annum or more than
23 $83,333.333333 per month, thereafter, the annual franchise
24 tax payable by each foreign corporation shall be computed at
25 the rate of 1/10 of 1% for the 12-months' period commencing
26 on the first day of the anniversary month or, in the case of
27 a corporation that has established an extended filing month,
28 the extended filing month of the corporation, but in no event
29 shall the amount of the annual franchise tax be less than $25
30 nor more than $1,000,000 per annum.
31 (b) The annual franchise tax payable by each foreign
32 corporation at the time of filing a statement of election and
33 interim annual report shall be computed at the rate of 1/10
-34- LRB9103880DJcd
1 of 1% for the 12 month period commencing on the first day of
2 the anniversary month of the corporation next following the
3 filing, but in no event shall the amount of the annual
4 franchise tax be less than $25 nor more than $1,000,000 per
5 annum.
6 (c) The annual franchise tax payable at the time of
7 filing the final transition annual report shall be an amount
8 equal to (i) 1/12 of 1/10 of 1% per month of the proportion
9 of paid-in capital represented in this State as shown in the
10 final transition annual report multiplied by (ii) the number
11 of months commencing with the anniversary month next
12 following the filing of the statement of election until, but
13 excluding, the second extended filing month, less the annual
14 franchise tax theretofore paid at the time of filing the
15 statement of election, but in no event shall the amount of
16 the annual franchise tax be less than $2.083333 per month
17 based on a minimum of $25 per annum or more than
18 $83,333.333333 per month.
19 (d) The initial franchise tax payable after January 1,
20 1983, but prior to January 1, 1991, by each foreign
21 corporation shall be computed at the rate of 1/10 of 1% for
22 the 12 months' period commencing on the first day of the
23 anniversary month in which the certificate of authority is
24 issued to the corporation under Section 13.15 of this Act,
25 but in no event shall the franchise tax be less than $25 nor
26 more than $1,000,000 per annum. Except in the case of a
27 foreign corporation that has begun transacting business in
28 Illinois prior to January 1, 1991, the initial franchise tax
29 payable on or after January 1, 1991, by each foreign
30 corporation, shall be computed at the rate of 15/100 of 1%
31 for the 12 month period commencing on the first day of the
32 anniversary month in which the certificate of authority is
33 issued to the corporation under Section 13.15 of this Act,
34 but in no event shall the franchise tax be less than $25 nor
-35- LRB9103880DJcd
1 more than $1,000,000 per annum plus 1/20 of 1% of the basis
2 therefor.
3 (e) Whenever the application for the certificate of
4 authority indicates that the corporation commenced
5 transacting business:
6 (1) prior to January 1, 1991, the initial franchise
7 tax shall be computed at the rate of 1/12 of 1/10 of 1%
8 for each calendar month; or
9 (2) after December 31, 1990, the initial franchise
10 tax shall be computed at the rate of 1/12 of 15/100 of 1%
11 for each calendar month.
12 (f) Each additional franchise tax payable by each
13 foreign corporation for the period beginning January 1, 1983
14 through December 31, 1983 shall be computed at the rate of
15 1/12 of 1/10 of 1% for each calendar month or fraction
16 thereof between the date of each respective increase in its
17 paid-in capital and its anniversary month in 1984; thereafter
18 until the last day of the month that is both after December
19 31, 1990 and the third month immediately preceding the
20 anniversary month in 1991, each additional franchise tax
21 payable by each foreign corporation shall be computed at the
22 rate of 1/12 of 1/10 of 1% for each calendar month, or
23 fraction thereof, between the date of each respective
24 increase in its paid-in capital and its next anniversary
25 month; however, if the increase occurs within the 2 month
26 period immediately preceding the anniversary month, the tax
27 shall be computed to the anniversary month of the next
28 succeeding calendar year. Commencing with increases in
29 paid-in capital that occur subsequent to both December 31,
30 1990 and the last day of the third month immediately
31 preceding the anniversary month in 1991, the additional
32 franchise tax payable by a foreign corporation shall be
33 computed at the rate of 15/100 of 1%.
34 (Source: P.A. 86-985; 86-1217.)
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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
-37- 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,
-38- 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
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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
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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
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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.)