Bill Text: IL HB0391 | 2015-2016 | 99th General Assembly | Introduced

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Bill Title: Amends the Business Corporation Act of 1983. Removes the terms "franchise tax" and "franchise taxes" from the provisions of the Act. Repeals provisions concerning (i) franchise taxes payable by domestic and foreign corporations; (ii) the basis for computation of franchise taxes payable by domestic and foreign corporations; (iii) the rates of franchise taxes payable by domestic and foreign corporations; and (iv) computation and collection of annual franchise taxes by the Secretary of State. Makes other changes. Amends the Public Utilities Act, the State Housing Act, and the Illinois Vehicle Code by changing all references to franchise taxes imposed under the Business Corporation Act of 1983 to conform with the changes made to the Business Corporation Act of 1983 under the amendatory Act. Effective immediately.

Spectrum: Moderate Partisan Bill (Republican 4-1)

Status: (Introduced - Dead) 2015-03-27 - House Committee Amendment No. 1 Rule 19(a) / Re-referred to Rules Committee [HB0391 Detail]

Download: Illinois-2015-HB0391-Introduced.html

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99TH GENERAL ASSEMBLY State of Illinois 2015 and 2016 HB0391 Introduced , by Rep. David Harris SYNOPSIS AS INTRODUCED:
See Index
Amends the Business Corporation Act of 1983. Removes the terms "franchise tax" and "franchise taxes" from the provisions of the Act. Repeals provisions concerning (i) franchise taxes payable by domestic and foreign corporations; (ii) the basis for computation of franchise taxes payable by domestic and foreign corporations; (iii) the rates of franchise taxes payable by domestic and foreign corporations; and (vii) computation and collection of annual franchise taxes by the Secretary of State. Makes other changes. Amends the Public Utilities Act, the State Housing Act, and the Illinois Vehicle Code by changing all references to franchise taxes imposed under the Business Corporation Act of 1983 to conform with the changes made to the Business Corporation Act of 1983 under this amendatory Act. Effective immediately.
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FISCAL NOTE ACT MAY APPLY
A BILL FOR
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AN ACT concerning business.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Public Utilities Act is amended by changing
Section 4-204 as follows:
(220 ILCS 5/4-204) (from Ch. 111 2/3, par. 4-204)
Sec. 4-204. Whenever the Commission receives notice from
the Secretary of State that any domestic or foreign corporation
regulated under this Act has not paid a franchise tax , license
fee or penalty required under The Business Corporation Act of
1983, approved January 5, 1984, as amended, or has not paid a
franchise tax payable by such corporation under any provision
of the Business Corporation Act of 1983 in effect prior to the
effective date of this amendatory Act of the 99th General
Assembly, then the Commission shall institute proceedings for
the revocation of the franchise, license, permit or right to
engage in any business required under this Act or the
suspension thereof until such time as the delinquent franchise
tax, license fee or penalty is paid.
(Source: P.A. 84-617.)
Section 10. The State Housing Act is amended by changing
Section 4 as follows:

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(310 ILCS 5/4) (from Ch. 67 1/2, par. 154)
Sec. 4. Whenever three or more adult persons, citizens of
the United States of America, at least two of whom shall be
citizens of this State, shall desire to form a corporation
under this act, on a limited-dividend basis, they shall sign,
acknowledge and verify under oath, before some officer
competent to take acknowledgment of deeds, a statement of
incorporation setting forth the following:
(1) The name of the corporation.
(2) The address, including street and number, if any, of
its initial registered office in this State; and the name of
its initial registered agent at such address.
(3) The period of duration, which may be perpetual.
(4) The name and address, including street and number, if
any, of each incorporator.
(5) The purpose or purposes for which the corporation is
organized.
(6) The aggregate number of shares which the corporation
shall have authority to issue; also, if said shares are to
consist of one class only, the par value of each of said
shares, or a statement that all of said shares are without par
value; or, if said shares are to be divided into classes, the
number of shares of each class, if any, that are to have a par
value and the par value of each share of each such class, and
the number of shares of each class, if any, that are to be

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without par value.
(7) If the shares are to be divided into classes, the
designation of each class and a statement of the preferences,
qualifications, limitations, restrictions, and the special or
relative rights in respect of the shares of each class.
(8) If the corporation is to issue the shares of any
preferred or special class in series, then the designation of
each series and a statement of the variations in the relative
rights and preferences as between different series in so far as
the same are to be fixed in the articles of incorporation, and
a statement of any authority to be vested in the board of
directors to establish series and fix and determine the
variations in the relative rights and preferences as between
series.
(9) The number and class of shares which the corporation
proposes to issue without further report to the Secretary of
State, and the consideration to be received by the corporation
therefor, which shall be not less than $1,000. If shares of
more than one class are to be issued, the consideration for
shares of each class shall be separately stated.
(10) The number of directors to be elected at the first
meeting of shareholders.
(11) Any provision which the incorporators may choose to
insert limiting or denying to shareholders the preemptive right
to acquire additional shares, whether then or thereafter
authorized, of the corporation.

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(12) Any provisions, not inconsistent with law, which the
incorporators may choose to insert, for the regulation of the
internal affairs of the corporation.
(13) An estimate, expressed in dollars, of the value of all
the property to be owned by the corporation for the following
year, wherever located, and an estimate of the value of the
property to be located within this State during such year, and
an estimate, expressed in dollars, of the gross amount of
business which will be transacted by it during such year and an
estimate of the gross amount thereof which will be transacted
by it at or from places of business in this State during such
year. If all the property of the corporation is to be located
in this State and all of its business is to be transacted at or
from places of business in this State, or if the incorporators
elect to pay the initial franchise tax on the basis of its
entire stated capital and paid-in surplus, then the information
required by this sub-paragraph need not be set forth in the
articles of incorporation.
(14) A statement that the corporation will not commence
business until at least $1,000 has been received as
consideration for the issuance of shares.
(15) A provision that no real property of the corporation
will be sold, transferred or assigned except under and pursuant
to the provisions of this act.
Whenever three or more adult persons, citizens of the
United States of America, at least two of whom shall be

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citizens of this State, shall desire to form a corporation
under this act on a not-for-profit basis, they shall sign,
acknowledge and verify under oath, before some officer
competent to take acknowledgment of deeds, articles of
incorporation setting forth the following:
(1) The name of the corporation.
(2) The purpose or purposes for which the corporation is
organized.
(3) The period of duration, which may be perpetual.
(4) The name and address of each incorporator.
(5) The number of directors constituting the first board of
directors, and the name and address of each such director.
(6) The address of its initial registered office in this
State, and the name of its initial registered agent at such
address.
(7) Any provision which the incorporators may choose to
insert limiting, enlarging or denying the right of the members
or any class or classes of members, to vote.
(8) Any provisions, not inconsistent with law, which the
incorporators may choose to insert for the regulation of the
internal affairs of the corporation, including any provision
for distribution of assets on dissolution or final liquidation.
(9) A provision that no real property of the corporation
shall be sold, transferred or assigned except under and
pursuant to the provisions of this act.
(Source: P.A. 76-1176.)

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Section 15. The Illinois Vehicle Code is amended by
changing Sections 18a-200 and 18c-1704 as follows:
(625 ILCS 5/18a-200) (from Ch. 95 1/2, par. 18a-200)
Sec. 18a-200. General powers and duties of Commission. The
Commission shall:
(1) Regulate commercial vehicle relocators and their
employees or agents in accordance with this Chapter and to that
end may establish reasonable requirements with respect to
proper service and practices relating thereto;
(2) Require the maintenance of uniform systems of accounts,
records and the preservation thereof;
(3) Require that all drivers and other personnel used in
relocation be employees of a licensed relocator;
(4) Regulate equipment leasing to and by relocators;
(5) Adopt reasonable and proper rules covering the exercise
of powers conferred upon it by this Chapter, and reasonable
rules governing investigations, hearings and proceedings under
this Chapter;
(6) Set reasonable rates for the commercial towing or
removal of trespassing vehicles from private property. The
rates shall not exceed the mean average of the 5 highest rates
for police tows within the territory to which this Chapter
applies that are performed under Sections 4-201 and 4-214 of
this Code and that are of record at hearing; provided that the

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Commission shall not re-calculate the maximum specified herein
if the order containing the previous calculation was entered
within one calendar year of the date on which the new order is
entered. Set reasonable rates for the storage, for periods in
excess of 24 hours, of the vehicles in connection with the
towing or removal; however, no relocator shall impose charges
for storage for the first 24 hours after towing or removal. Set
reasonable rates for other services provided by relocators,
provided that the rates shall not be charged to the owner or
operator of a relocated vehicle. Any fee charged by a relocator
for the use of a credit card that is used to pay for any service
rendered by the relocator shall be included in the total amount
that shall not exceed the maximum reasonable rate established
by the Commission. The Commission shall require a relocator to
refund any amount charged in excess of the reasonable rate
established by the Commission, including any fee for the use of
a credit card;
(7) Investigate and maintain current files of the criminal
records, if any, of all relocators and their employees and of
all applicants for relocator's license, operator's licenses
and dispatcher's licenses. If the Commission determines that an
applicant for a license issued under this Chapter will be
subjected to a criminal history records check, the applicant
shall submit his or her fingerprints to the Department of State
Police in the form and manner prescribed by the Department of
State Police. These fingerprints shall be checked against the

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Department of State Police and Federal Bureau of Investigation
criminal history record information databases now and
hereafter filed. The Department of State Police shall charge
the applicant a fee for conducting the criminal history records
check, which shall be deposited in the State Police Services
Fund and shall not exceed the actual cost of the records check.
The Department of State Police shall furnish pursuant to
positive identification, records of conviction to the
Commission;
(8) Issue relocator's licenses, dispatcher's employment
permits, and operator's employment permits in accordance with
Article IV of this Chapter;
(9) Establish fitness standards for applicants seeking
relocator licensees and holders of relocator licenses;
(10) Upon verified complaint in writing by any person,
organization or body politic, or upon its own initiative may,
investigate whether any commercial vehicle relocator,
operator, dispatcher, or person otherwise required to comply
with any provision of this Chapter or any rule promulgated
hereunder, has failed to comply with any provision or rule;
(11) Whenever the Commission receives notice from the
Secretary of State that any domestic or foreign corporation
regulated under this Chapter has not paid a franchise tax,
license fee or penalty required under the Business Corporation
Act of 1983, or has not paid a franchise tax payable by such
corporation under any provision of the Business Corporation Act

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of 1983 in effect prior to the effective date of this
amendatory Act of the 99th General Assembly, institute
proceedings for the revocation of the license or right to
engage in any business required under this Chapter or the
suspension thereof until such time as the delinquent franchise
tax, license fee or penalty is paid.
(Source: P.A. 93-418, eff. 1-1-04.)
(625 ILCS 5/18c-1704) (from Ch. 95 1/2, par. 18c-1704)
Sec. 18c-1704. Sanctions. Each violation of this Chapter
shall subject the violator to the following sanctions, except
as otherwise provided elsewhere in this Chapter. Sanctions
provided for in this Section may be imposed by the Commission
only in compliance with the notice and hearing requirements of
Section 18c-2102 of this Chapter.
(1) Criminal Misdemeanor Penalties. Each violation of this
Chapter shall constitute a Class C misdemeanor.
(2) Civil Penalties. The Commission may assess, against any
person found by it to have violated this Chapter, a civil
penalty not greater than $1,000 nor less than $100 per
violation. The penalty assessed by the Commission shall reflect
the number and severity of violations found to have been
committed. Penalties assessed by the Commission shall be
enforced by any court having venue in enforcement cases under
this Chapter.
(3) Cease and Desist Orders. The Commission may, where a

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person is found after hearing to have violated this Chapter,
Commission regulations or orders, and justice requires, order
the person to cease and desist from further or from any future
violations. A cease and desist order may be entered on the
Commission's own motion or by agreement between the parties.
Orders and agreements under this Section shall be valid and
enforceable for the period stated therein, not to exceed 2
years from the date the order or agreement is approved by the
Commission, unless the parties stipulate otherwise. Such
orders and agreements shall be enforceable in any court of this
State having venue and jurisdiction in enforcement actions
under this Chapter. Failure to comply with a Commission cease
and desist order shall constitute a violation of this Chapter
separate and apart from any underlying violations.
(4) Stipulated Settlements.
(a) General Provisions. The Commission may accept a
reasonable monetary settlement, suspension or revocation
of a license or registration, or any other reasonable terms
stipulated between the respondent and staff, with or
without a finding of violations.
(b) Presumption of Reasonableness. Such stipulations
shall be presumed reasonable. Unless the terms of a
stipulation exceed such parameters as the Commission may
establish, this presumption is rebuttable only by evidence
of record at hearing.
(c) Parameters. Parameters for settlement shall be

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based on type of violation; severity, as measured by
revenues from unlawful activities; and number of
violations. Minimum settlement amounts may be established.
(d) Orders. Orders suspending proposed settlements
shall cite reasons for suspension which are specific to the
case. Orders rejecting proposed settlements shall recite
the grounds on which the settlements are found to be
unreasonable and describe the evidence which supports such
findings.
(5) Injunctive Relief. Any court with jurisdiction and
venue for purposes of enforcing this Chapter shall have the
power to enjoin any person from committing violations of this
Chapter. Suit for penalties shall not be a prerequisite to
injunctive relief. No bond shall be required when injunctive
relief is granted at the request of the Commission.
(6) Suspension or Revocation of Licenses and
Registrations.
(a) Availability of Suspension and Revocation as
Sanctions. Violation of this Chapter by a motor carrier of
property or passengers shall, in addition to other
sanctions provided herein, subject the violator to
suspension or revocation of any or all Commission licenses
and registrations. The Commission may impose the sanctions
of suspension and revocation. Where the violation is
failure of a motor carrier of property or passengers to
have in effect and file proof of continuous insurance

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coverage in accordance with this Chapter, Commission
regulations and orders, the license or registration or both
may be suspended by telephonic or telegraphic directive,
confirmed by certified or registered mail or personal
service, pending final disposition of revocation
proceedings.
(b) Suspension Pending Adjudication. Where the
violation is failure of a motor carrier of property to pay
a franchise or franchise renewal fee, the license or
registration or both may be suspended by certified or
registered mail or personally served directive, pending
final disposition of revocation proceedings.
(c) Special Revocation Procedures.
(i) Notice. The Commission shall serve notice upon
all persons who have failed to pay a franchise tax,
license fee, or penalty required under the Business
Corporation Act of 1983, or who have failed to pay a
franchise tax payable by such persons under any
provision of the Business Corporation Act of 1983 in
effect prior to the effective date of this amendatory
Act of the 99th General Assembly, or who have failed to
comply with this Chapter, Commission regulations and
orders, regarding the filing of proof of continuous
insurance or bond coverage, the payment of periodic
fees, the filing of periodic reports, the payment of
civil penalties, or the filing of rates to the full

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extent of a carrier's authority. The notice shall
advise such person of the apparent violations and state
that, unless the Commission receives a written request
for hearing or extension of time within 30 days from
the date the notice is served, the person's license or
registration will be revoked by operation of law
without further action by the Commission.
(ii) Extensions of Time. The Commission may grant
one extension of time not exceeding 60 days where the
extension will not endanger the public.
(iii) Request for Hearing. If a timely written
request for hearing is received, no further action
shall be taken until the requirements of Section
18c-2102 of this Chapter have been satisfied.
(iv) Revocation by Operation of Law. If, at the
expiration of the applicable time period, the person
has not complied with the pertinent requirements, and a
written request for hearing has not been received, the
person will be deemed to have waived hearing and the
license or registration shall be revoked by operation
of law without further action by the Commission as if
the Commission has served an order on the date
following expiration revoking the license or
registration.
(7) Probation. The Commission may probate the imposition of
any of the sanctions set forth in this Section.

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(Source: P.A. 88-415.)
Section 20. The Business Corporation Act of 1983 is amended
by changing Sections 1.17, 1.70, 1.80, 2.10, 9.05, 9.20, 12.20,
12.35, 12.45, 13.15, 13.45, 13.50, 13.60, 13.70, 14.01, 14.05,
14.15, 14.20, 14.25, 14.30, 14.35, 15.05, 15.50, 15.85, 15.90,
15.97, and 16.05 and the heading of Article 15 as follows:
(805 ILCS 5/1.17) (from Ch. 32, par. 1.17)
Sec. 1.17. Petition for refund or adjustment of license
fee, franchise tax, penalty, or interest.
(a) Any domestic corporation or foreign corporation having
authority to transact business in this State may petition the
Secretary of State for a refund or adjustment of license fee,
franchise tax, penalty, or interest claimed to have been
erroneously paid or claimed to be payable, subject however to
the following limitations:
(1) No refund shall be made unless a petition for such
shall have been filed in accordance with Section 1.10 of
this Act within three years after the amount to be refunded
was paid;
(2) No adjustment of any license fee, franchise tax,
penalty, or interest shall be made unless a petition for
such shall have been made within three years after the
amount to be adjusted should have been paid;
(3) If the refund or adjustment claimed is based upon

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an instrument filed with the Secretary of State which
contained a misstatement of fact, typographical error,
error of transcription or other error or defect, no refund
or adjustment of any license fee, franchise tax, penalty,
or interest shall be made unless a statement of correction
has been filed in accordance with Section 1.15 of this Act.
(b) The petition for refund or adjustment shall be executed
in accordance with Section 1.10 of this Act and shall set
forth:
(1) The name of the corporation and the state or
country under the laws of which it is organized.
(2) The amount and nature of the claim.
(3) The details of each transaction and all facts upon
which the petitioner relies.
(4) Any other information required by rule.
(c) If the Secretary of State determines that any license
fee, franchise tax, penalty, or interest is incorrect, in whole
or in part, he or she shall adjust the amount to be paid or
shall refund to the corporation any amount paid in excess of
the proper amount; provided, however, that no refund shall be
made for an amount less than $200 and any refund in excess of
that amount shall be reduced by $200, and provided further,
that such refund shall be made without payment of interest.
(Source: P.A. 91-464, eff. 1-1-00.)
(805 ILCS 5/1.70) (from Ch. 32, par. 1.70)

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Sec. 1.70. Miscellaneous applications.
(a) Application to existing corporations organized under
general laws. The provisions of this Act shall apply to all
existing corporations, including public utility corporations,
organized under any general law of this State providing for the
organization of corporations for a purpose or purposes for
which a corporation might be organized under this Act.
(b) Application to existing corporations organized under
special Acts. All corporations, including public utility
corporations, heretofore organized for profit under any
special law of this State, for a purpose or purposes for which
a corporation might be organized under this Act, shall be
entitled to the rights, privileges, immunities, and franchises
provided by this Act.
(c) Application of Act to domestic railroad corporations.
Corporations organized under the laws of this State for the
purpose of operating any railroad in this State shall be
subject to the following provisions of this Act regardless of
whether or not such corporations have been reincorporated under
provisions of this Act:
(1) Section 3.10(m), relating to the donations for the
public welfare or for charitable, scientific, religious or
educational purposes.
(2) Sections 12.05, 12.10, 12.15, 12.20, 12.25 and
12.30, relating to voluntary dissolution.
(3) Sections 12.35, 12.40, 12.45 and 12.50(a),

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relating to administrative or judicial dissolution.
(4) Section 12.80 relating to survival of remedy after
dissolution.
(5) Sections 14.05 and 14.10 relating to annual report
of domestic corporations.
(6) Section 14.20 relating to reports of domestic
corporations with respect to issuance of shares.
(7) Sections 16.50 and 16.10 relating to penalties for
failure to file reports.
(8) Sections 1.05, 1.10, 1.20, 1.25, 1.35, 1.40, 1.45,
7.10, 7.20, 8.45, 15.05, 15.10, 15.15, 15.20, 15.25, 15.30,
15.35, 15.40, 15.45, 15.50, 15.80 and 15.85 relating to
fees for filing documents and issuing certificates,
license fees, franchise taxes, and miscellaneous charges
payable by domestic corporations, waiver of notice, action
by shareholders, and or informal action by directors,
appeal from Secretary of State, receipt in evidence of
certificates and certified copies of certain document
forms, and powers of Secretary of State.
Corporations organized under the provisions of this Act, or
which were organized under the provisions of any other general
or special laws of this State and later reincorporated under
the provisions of this Act, for the purpose of operating any
railroad in this State, shall be entitled to the rights,
privileges, immunities, and franchises provided by this Act and
shall be in all respects governed by this Act unless otherwise

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specified herein.
(d) Application to co-operative associations. Any
corporation organized under any general or special law of this
State as a co-operative association shall be entitled to the
benefits of this Act and shall be subject to all the provisions
hereof, in so far as they are not in conflict with the general
law or special Act under which it was organized, upon the
holders of two-thirds of its outstanding shares having voted to
accept the benefits of this Act and to be subject to all the
provisions hereof, except in so far as they may be in conflict
with the general or special law under which it was organized,
and the filing in the office of the Secretary of State of a
certificate setting forth such fact. Such certificate shall be
executed by such co-operative association by its president or
vice-president, and verified by him or her, attested by its
secretary or an assistant secretary. The notice of the meeting
at which such vote is taken, which may be either an annual or a
special meeting of shareholders, shall set forth that a vote
will be taken at such meeting on the acceptance by such
co-operative association of the provisions of this Act.
(e) Application of Act in certain cases. Nothing contained
in this Act shall be held or construed to:
(1) Authorize or permit the Illinois Central Railroad
Company to sell the railway constructed under its charter
approved February 10, 1851, or to mortgage the same except
subject to the rights of the State under its contract with

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said company, contained in its said charter, or to dissolve
its corporate existence, or to relieve itself or its
corporate property from its obligations to the State, under
the provisions of said charter; nor shall anything herein
contained be so construed as to in any manner relieve or
discharge any railroad company, organized under the laws of
this State, from the duties or obligations imposed by
virtue of any statute now in force or hereafter enacted.
(2) Alter, modify, release, or impair the rights of
this State as now reserved to it in any railroad charter
heretofore granted, or to affect in any way the rights or
obligations of any railroad company derived from or imposed
by such charter.
(3) Alter, modify, or repeal any of the provisions of
the Public Utilities Act. The term "public utility" or
"public utilities" as used in this Act shall be the same as
defined in the Public Utilities Act.
(f) Application of Act to foreign and interstate commerce.
The provisions of this Act shall apply to commerce with foreign
nations and among the several states only in so far as the same
may be permitted under the provisions of the Constitution of
the United States.
(g) Requirement before incorporation of trust company.
Articles of incorporation for the organization of a corporation
for the purpose of accepting and executing trusts shall not be
filed by the Secretary of State until there is delivered to him

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or her a statement executed by the Commissioner of Banks and
Real Estate that the incorporators of the corporation have made
arrangements with the Commissioner of Banks and Real Estate to
comply with the Corporate Fiduciary Act.
(h) Application of certain existing acts. Corporations
organized under the laws of this State for the purpose of
accepting and executing trusts shall be subject to the
provisions of the Corporate Fiduciary Act.
Corporations organized for the purpose of building,
operating, and maintaining within this State any levee, canal,
or tunnel for agricultural, mining, or sanitary purposes, shall
be subject to the provisions of the Corporation Canal
Construction Act.
In any profession or occupation licensed by the Illinois
Department of Agriculture, the Department may, in determining
financial ratios and allowable assets, disregard notes and
accounts receivable to the corporate licensee from its officers
or directors or a parent or subsidiary corporation of such
licensee or any receivable owing to a licensee corporation from
an unincorporated division of the licensee or any share
subscription right owing to a corporation from its
shareholders.
(Source: P.A. 96-1121, eff. 1-1-11.)
(805 ILCS 5/1.80) (from Ch. 32, par. 1.80)
Sec. 1.80. Definitions. As used in this Act, unless the

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context otherwise requires, the words and phrases defined in
this Section shall have the meanings set forth herein.
(a) "Corporation" or "domestic corporation" means a
corporation subject to the provisions of this Act, except a
foreign corporation.
(b) "Foreign corporation" means a corporation for profit
organized under laws other than the laws of this State, but
shall not include a banking corporation organized under the
laws of another state or of the United States, a foreign
banking corporation organized under the laws of a country other
than the United States and holding a certificate of authority
from the Commissioner of Banks and Real Estate issued pursuant
to the Foreign Banking Office Act, or a banking corporation
holding a license from the Commissioner of Banks and Real
Estate issued pursuant to the Foreign Bank Representative
Office Act.
(c) "Articles of incorporation" means the original
articles of incorporation, including the articles of
incorporation of a new corporation set forth in the articles of
consolidation, and all amendments thereto, whether evidenced
by articles of amendment, articles of merger, articles of
exchange, statement of correction affecting articles,
resolution establishing series of shares or a statement of
cancellation under Section 9.05. Restated articles of
incorporation shall supersede the original articles of
incorporation and all amendments thereto prior to the effective

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date of filing the articles of amendment incorporating the
restated articles of incorporation.
(d) "Subscriber" means one who subscribes for shares in a
corporation, whether before or after incorporation.
(e) "Incorporator" means one of the signers of the original
articles of incorporation.
(f) "Shares" means the units into which the proprietary
interests in a corporation are divided.
(g) "Shareholder" means one who is a holder of record of
shares in a corporation.
(h) "Certificate" representing shares means a written
instrument executed by the proper corporate officers, as
required by Section 6.35 of this Act, evidencing the fact that
the person therein named is the holder of record of the share
or shares therein described. If the corporation is authorized
to issue uncertificated shares in accordance with Section 6.35
of this Act, any reference in this Act to shares represented by
a certificate shall also refer to uncertificated shares and any
reference to a certificate representing shares shall also refer
to the written notice in lieu of a certificate provided for in
Section 6.35.
(i) "Authorized shares" means the aggregate number of
shares of all classes which the corporation is authorized to
issue.
(j) "Paid-in capital" means the sum of the cash and other
consideration received, less expenses, including commissions,

HB0391 - 23 - LRB099 00126 KTG 20126 b
paid or incurred by the corporation, in connection with the
issuance of shares, plus any cash and other consideration
contributed to the corporation by or on behalf of its
shareholders, plus amounts added or transferred to paid-in
capital by action of the board of directors or shareholders
pursuant to a share dividend, share split, or otherwise, minus
reductions as provided elsewhere in this Act. Irrespective of
the manner of designation thereof by the laws under which a
foreign corporation is or may be organized, paid-in capital of
a foreign corporation shall be determined on the same basis and
in the same manner as paid-in capital of a domestic
corporation, for the purpose of computing license fees,
franchise taxes and other charges imposed by this Act.
(k) "Net assets", for the purpose of determining the right
of a corporation to purchase its own shares and of determining
the right of a corporation to declare and pay dividends and
make other distributions to shareholders is equal to the
difference between the assets of the corporation and the
liabilities of the corporation.
(l) "Registered office" means that office maintained by the
corporation in this State, the address of which is on file in
the office of the Secretary of State, at which any process,
notice or demand required or permitted by law may be served
upon the registered agent of the corporation.
(m) "Insolvent" means that a corporation is unable to pay
its debts as they become due in the usual course of its

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business.
(n) "Anniversary" means that day each year exactly one or
more years after:
(1) the date of filing the articles of incorporation
prescribed by Section 2.10 of this Act, in the case of a
domestic corporation;
(2) the date of filing the application for authority
prescribed by Section 13.15 of this Act, in the case of a
foreign corporation; or
(3) the date of filing the articles of consolidation
prescribed by Section 11.25 of this Act in the case of a
consolidation, unless the plan of consolidation provides
for a delayed effective date, pursuant to Section 11.40.
(o) "Anniversary month" means the month in which the
anniversary of the corporation occurs.
(p) "Extended filing month" means the month (if any) which
shall have been established in lieu of the corporation's
anniversary month in accordance with Section 14.01.
(q) "Taxable year" means that 12 month period commencing
with the first day of the anniversary month of a corporation
through the last day of the month immediately preceding the
next occurrence of the anniversary month of the corporation,
except that in the case of a corporation that has established
an extended filing month "taxable year" means that 12 month
period commencing with the first day of the extended filing
month through the last day of the month immediately preceding

HB0391 - 25 - LRB099 00126 KTG 20126 b
the next occurrence of the extended filing month.
(r) "Fiscal year" means the 12 month period with respect to
which a corporation ordinarily files its federal income tax
return.
(s) "Close corporation" means a corporation organized
under or electing to be subject to Article 2A of this Act, the
articles of incorporation of which contain the provisions
required by Section 2.10, and either the corporation's articles
of incorporation or an agreement entered into by all of its
shareholders provide that all of the issued shares of each
class shall be subject to one or more of the restrictions on
transfer set forth in Section 6.55 of this Act.
(t) "Common shares" means shares which have no preference
over any other shares with respect to distribution of assets on
liquidation or with respect to payment of dividends.
(u) "Delivered", for the purpose of determining if any
notice required by this Act is effective, means:
(1) transferred or presented to someone in person; or
(2) deposited in the United States Mail addressed to
the person at his, her or its address as it appears on the
records of the corporation, with sufficient first-class
postage prepaid thereon.
(v) "Property" means gross assets including, without
limitation, all real, personal, tangible, and intangible
property.
(w) "Taxable period" means that 12-month period commencing

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with the first day of the second month preceding the
corporation's anniversary month in the preceding year and prior
to the first day of the second month immediately preceding its
anniversary month in the current year, except that, in the case
of a corporation that has established an extended filing month,
"taxable period" means that 12-month period ending with the
last day of its fiscal year immediately preceding the extended
filing month. In the case of a newly formed domestic
corporation or a newly registered foreign corporation that had
not commenced transacting business in this State prior to
obtaining authority, "taxable period" means that period
commencing with the filing of the articles of incorporation or,
in the case of a foreign corporation, of filing of the
application for authority, and prior to the first day of the
second month immediately preceding its anniversary month in the
next succeeding year.
(x) "Treasury shares" mean (1) shares of a corporation that
have been issued, have been subsequently acquired by and belong
to the corporation, and have not been cancelled or restored to
the status of authorized but unissued shares and (2) shares (i)
declared and paid as a share dividend on the shares referred to
in clause (1) or this clause (2), or (ii) issued in a share
split of the shares referred to in clause (1) or this clause
(2). Treasury shares shall be deemed to be "issued" shares but
not "outstanding" shares. Treasury shares may not be voted,
directly or indirectly, at any meeting or otherwise. Shares

HB0391 - 27 - LRB099 00126 KTG 20126 b
converted into or exchanged for other shares of the corporation
shall not be deemed to be treasury shares.
(y) "Gross amount of business" means gross receipts, from
whatever source derived.
(Source: P.A. 95-368, eff. 8-23-07.)
(805 ILCS 5/2.10) (from Ch. 32, par. 2.10)
Sec. 2.10. Articles of Incorporation. The articles of
incorporation shall be executed and filed in duplicate in
accordance with Section 1.10 of this Act.
(a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that satisfies
the requirements of this Act;
(2) the purpose or purposes for which the corporation
is organized, which may be stated to be, or to include, the
transaction of any or all lawful businesses for which
corporations may be incorporated under this Act;
(3) the address of the corporation's initial
registered office and the name of its initial registered
agent at that office;
(4) the name and address of each incorporator;
(5) the number of shares of each class the corporation
is authorized to issue;
(6) the number and class of shares which the
corporation proposes to issue without further report to the
Secretary of State, and the consideration to be received,

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less expenses, including commissions, paid or incurred in
connection with the issuance of shares, by the corporation
therefor. If shares of more than one class are to be
issued, the consideration for shares of each class shall be
separately stated;
(7) if the shares are divided into classes, the
designation of each class and a statement of the
designations, preferences, qualifications, limitations,
restrictions, and special or relative rights with respect
to the shares of each class; and
(8) if the corporation may issue the shares of any
preferred or special class in series, then the designation
of each series and a statement of the variations in the
relative rights and preferences of the different series, if
the same are fixed in the articles of incorporation, or a
statement of the authority vested in the board of directors
to establish series and determine the variations in the
relative rights and preferences of the different series.
(b) The articles of incorporation may set forth:
(1) the names and addresses of the individuals who are
to serve as the initial directors;
(2) provisions not inconsistent with law with respect
to:
(i) managing the business and regulating the
affairs of the corporation;
(ii) defining, limiting, and regulating the

HB0391 - 29 - LRB099 00126 KTG 20126 b
rights, powers and duties of the corporation, its
officers, directors and shareholders;
(iii) authorizing and limiting the preemptive
right of a shareholder to acquire shares, whether then
or thereafter authorized;
(iv) an estimate, expressed in dollars, of the
value of all the property to be owned by the
corporation for the following year, wherever located,
and an estimate of the value of the property to be
located within this State during such year, and an
estimate, expressed in dollars, of the gross amount of
business which will be transacted by it during such
year and an estimate of the gross amount thereof which
will be transacted by it at or from places of business
in this State during such year; or
(v) superseding any provision of this Act that
requires for approval of corporate action a two-thirds
vote of the shareholders by specifying any smaller or
larger vote requirement not less than a majority of the
outstanding shares entitled to vote on the matter and
not less than a majority of the outstanding shares of
each class of shares entitled to vote as a class on the
matter.
(3) a provision eliminating or limiting the personal
liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary

HB0391 - 30 - LRB099 00126 KTG 20126 b
duty as a director, provided that the provision does not
eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation
or its shareholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 8.65 of this Act, or
(iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall
eliminate or limit the liability of a director for any act
or omission occurring before the date when the provision
becomes effective.
(4) any provision that under this Act is required or
permitted to be set forth in the articles of incorporation
or by-laws.
(c) The articles of incorporation need not set forth any of
the corporate powers enumerated in this Act.
(d) The duration of a corporation is perpetual unless
otherwise specified in the articles of incorporation.
(e) (Blank) If the data to which reference is made in
subparagraph (iv) of paragraph (2) of subsection (b) of this
Section is not included in the articles of incorporation, the
franchise tax provided for in this Act shall be computed on the
basis of the entire paid-in capital as set forth pursuant to
paragraph (6) of subsection (a) of this Section, until such
time as the data to which reference is made in subparagraph
(iv) of paragraph (2) of subsection (b) is provided in

HB0391 - 31 - LRB099 00126 KTG 20126 b
accordance with either Section 14.05 or Section 14.25 of this
Act.
When the provisions of this Section have been complied
with, the Secretary of State shall file the articles of
incorporation.
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
(805 ILCS 5/9.05) (from Ch. 32, par. 9.05)
Sec. 9.05. Power of corporation to acquire its own shares.
(a) A corporation may acquire its own shares, subject to
limitations set forth in Section 9.10 of this Act.
(b) If a corporation acquires its own shares after the
effective date of this amendatory Act of 1993, the shares
constitute treasury shares until cancelled as provided by
subsection (d) of this Section.
(c) A corporation shall file a report under Section 14.25
of this Act in the case of its acquisition of its own shares
that occurs either prior to January 1, 1991 or on or prior to
the last day of the third month immediately preceding the
corporation's anniversary month in 1991. A corporation shall
file a report under Section 14.30 of this Act in the case of
its acquisition and cancellation of its own shares that occurs
after both December 31, 1990 and the last day of such third
month. However, if the articles of incorporation provide that
the number of authorized shares is reduced by an acquisition
and cancellation of shares, then the corporation shall, within

HB0391 - 32 - LRB099 00126 KTG 20126 b
60 days after the date of acquisition, execute and file in
duplicate in accordance with Section 1.10 of this Act, a
statement of cancellation which sets forth:
(1) The name of the corporation.
(2) The aggregate number of shares which the
corporation has authority to issue, itemized by classes and
series, if any, within a class before giving effect to the
cancellation.
(3) The aggregate number of issued shares, itemized by
classes and series, if any, within a class before giving
effect to the cancellation.
(4) The number of shares cancelled, itemized by classes
and series, if any, within a class.
(5) The aggregate number of shares which the
corporation has the authority to issue, itemized by classes
and series, if any, within a class after giving effect to
the cancellation.
(6) The aggregate number of issued shares, itemized by
classes and series, if any, within a class, after giving
effect to the cancellation.
(7) A statement, expressed in dollars, of the amount of
the paid-in capital of the corporation before giving effect
to the cancellation.
(8) A statement, expressed in dollars, of the amount of
the paid-in capital of the corporation after giving effect
to the cancellation.

HB0391 - 33 - LRB099 00126 KTG 20126 b
Upon the filing of the statement of cancellation by the
Secretary of State, the paid-in capital of the corporation
shall be deemed to be reduced by that part of the paid-in
capital which was, at the time of the cancellation, represented
by the shares so cancelled, to the extent of the cost from the
paid-in capital of the reacquired and cancelled shares or a
lesser amount as may be elected by the corporation, and the
statement of cancellation shall operate as an amendment to the
articles of incorporation so as to reduce the number of
authorized shares by the number of shares so cancelled.
(d) A corporation, by resolution of the board of directors,
may cancel any of its treasury shares. When cancelled, the
shares shall constitute authorized but unissued shares unless
the articles of incorporation provide that the shares shall not
be reissued, in which case the number of authorized shares
shall be reduced by the number of shares cancelled.
(e) (Blank) Until the report required by subsection (c) of
this Section, or the report required by Section 14.25 or
Section 14.30 of this Act reporting a reduction in paid-in
capital, shall have been filed in the office of the Secretary
of State, the basis of the annual franchise tax payable by the
corporation shall not be reduced, provided, however, in no
event shall the annual franchise tax for any taxable year be
reduced if such report is not filed prior to the first day of
the anniversary month or, in the case of a corporation which
has established an extended filing month, the extended filing

HB0391 - 34 - LRB099 00126 KTG 20126 b
month of that taxable year and before payment of its annual
franchise tax.
(Source: P.A. 94-605, eff. 1-1-06.)
(805 ILCS 5/9.20)
Sec. 9.20. Reduction of paid-in capital.
(a) A corporation may reduce its paid-in capital:
(1) by resolution of its board of directors by charging
against its paid-in capital (i) the paid-in capital
represented by shares acquired and cancelled by the
corporation as permitted by law, to the extent of the cost
from the paid-in capital of the reacquired and cancelled
shares or a lesser amount as may be elected by the
corporation, (ii) dividends paid on preferred shares, or
(iii) distributions as liquidating dividends; or
(2) pursuant to an approved reorganization in
bankruptcy that specifically directs the reduction to be
effected.
(b) Notwithstanding anything to the contrary contained in
this Act, at no time shall the paid-in capital be reduced to an
amount less than the aggregate par value of all issued shares
having a par value.
(c) (Blank) Until the report under Section 14.30 has been
filed in the Office of the Secretary of State showing a
reduction in paid-in capital, the basis of the annual franchise
tax payable by the corporation shall not be reduced; provided,

HB0391 - 35 - LRB099 00126 KTG 20126 b
however, that in no event shall the annual franchise tax for
any taxable year be reduced if the report is not filed prior to
the first day of the anniversary month or, in the case of a
corporation that has established an extended filing month, the
extended filing month of the corporation of that taxable year
and before payment of its annual franchise tax.
(d) A corporation that reduced its paid-in capital after
December 31, 1986 by one or more of the methods described in
subsection (a) may report the reduction pursuant to Section
14.30, subject to the restrictions of subsections (b) and (c)
of this Section.
(e) Nothing in this Section shall be construed to forbid
any reduction in paid-in capital to be effected under Section
9.05 of this Act.
(f) In the case of a vertical merger, the paid-in capital
of a subsidiary may be eliminated if either (1) it was created,
totally funded, and wholly owned by the parent or (2) the
amount of the parent's investment in the subsidiary was equal
to or exceeded the subsidiary's paid-in capital.
(Source: P.A. 94-605, eff. 1-1-06.)
(805 ILCS 5/12.20) (from Ch. 32, par. 12.20)
Sec. 12.20. Articles of dissolution.
(a) When a voluntary dissolution has been authorized as
provided by this Act, articles of dissolution shall be executed
and filed in duplicate in accordance with Section 1.10 of this

HB0391 - 36 - LRB099 00126 KTG 20126 b
Act and shall set forth:
(1) The name of the corporation.
(2) The date dissolution was authorized.
(3) A post-office address to which may be mailed a copy
of any process against the corporation that may be served
on the Secretary of State.
(4) A statement of the aggregate number of issued
shares of the corporation itemized by classes and series,
if any, within a class, as of the date of execution.
(5) A statement of the amount of paid-in capital of the
corporation as of the date of execution.
(6) Such additional information as may be necessary or
appropriate in order to determine any unpaid fees or
franchise taxes payable by such corporation as in this Act
prescribed or any unpaid franchise taxes payable by such
corporation under the law in effect prior to the effective
date of this amendatory Act of the 99th General Assembly.
(7) Where dissolution is authorized pursuant to
Section 12.05, a statement that a majority of incorporators
or majority of directors, as the case may be, have
consented to the dissolution and that all provisions of
Section 12.05 have been complied with.
(8) Where dissolution is authorized pursuant to
Section 12.10, a statement that the holders of all the
outstanding shares entitled to vote on dissolution have
consented thereto.

HB0391 - 37 - LRB099 00126 KTG 20126 b
(9) Where dissolution is authorized pursuant to
Section 12.15, a statement that a resolution proposing
dissolution has been adopted at a meeting of shareholders
by the affirmative vote of the holders of outstanding
shares having not less than the minimum number of votes
necessary to adopt such resolution as provided by the
articles of incorporation.
(b) When the provisions of this Section have been complied
with, the Secretary of State shall file the articles of
dissolution.
(c) The dissolution is effective on the date of the filing
of the articles thereof by the Secretary of State.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 5/12.35) (from Ch. 32, par. 12.35)
Sec. 12.35. Grounds for administrative dissolution. The
Secretary of State may dissolve any corporation
administratively if:
(a) It has failed to file its annual report or final
transition annual report and pay its franchise tax as required
by this Act before the first day of the anniversary month or,
in the case of a corporation which has established an extended
filing month, the extended filing month of the corporation of
the year in which such annual report becomes due and such
franchise tax becomes payable;
(b) it has failed to file in the office of the Secretary of

HB0391 - 38 - LRB099 00126 KTG 20126 b
State any report after the expiration of the period prescribed
in this Act for filing such report;
(c) it has failed to pay any fees, franchise taxes, or
charges prescribed by this Act;
(d) it has misrepresented any material matter in any
application, report, affidavit, or other document filed by the
corporation pursuant to this Act;
(e) it has failed to appoint and maintain a registered
agent in this State;
(f) it has tendered payment to the Secretary of State which
is returned due to insufficient funds, a closed account, or for
any other reason, and acceptable payment has not been
subsequently tendered;
(g) upon the failure of an officer or director to whom
interrogatories have been propounded by the Secretary of State
as provided in this Act, to answer the same fully and to file
such answer in the office of the Secretary of State; or
(h) if the answer to such interrogatories discloses, or if
the fact is otherwise ascertained, that the proportion of the
sum of the paid-in capital of such corporation represented in
this State is greater than the amount on which such corporation
has theretofore paid fees and franchise taxes, and the
deficiency therein is not paid.
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)

HB0391 - 39 - LRB099 00126 KTG 20126 b
(Text of Section before amendment by P.A. 98-776)
Sec. 12.45. Reinstatement following administrative
dissolution.
(a) A domestic corporation administratively dissolved
under Section 12.40 may be reinstated by the Secretary of State
following the date of issuance of the certificate of
dissolution upon:
(1) The filing of an application for reinstatement.
(2) The filing with the Secretary of State by the
corporation of all reports then due and theretofore
becoming due.
(3) The payment to the Secretary of State by the
corporation of all fees, franchise taxes, and penalties
then due and theretofore becoming due.
(b) The application for reinstatement shall be executed and
filed in duplicate in accordance with Section 1.10 of this Act
and shall set forth:
(1) The name of the corporation at the time of the
issuance of the certificate of dissolution.
(2) If such name is not available for use as determined
by the Secretary of State at the time of filing the
application for reinstatement, the name of the corporation
as changed, provided however, and any change of name is
properly effected pursuant to Section 10.05 and Section
10.30 of this Act.
(3) The date of the issuance of the certificate of

HB0391 - 40 - LRB099 00126 KTG 20126 b
dissolution.
(4) The address, including street and number, or rural
route number of the registered office of the corporation
upon reinstatement thereof, and the name of its registered
agent at such address upon the reinstatement of the
corporation, provided however, that any change from either
the registered office or the registered agent at the time
of dissolution is properly reported pursuant to Section
5.10 of this Act.
(c) When a dissolved corporation has complied with the
provisions of this Section the Secretary of State shall file
the application for reinstatement.
(d) Upon the filing of the application for reinstatement,
the corporate existence shall be deemed to have continued
without interruption from the date of the issuance of the
certificate of dissolution, and the corporation shall stand
revived with such powers, duties and obligations as if it had
not been dissolved; and all acts and proceedings of its
officers, directors and shareholders, acting or purporting to
act as such, which would have been legal and valid but for such
dissolution, shall stand ratified and confirmed.
(Source: P.A. 96-328, eff. 8-11-09.)
(Text of Section after amendment by P.A. 98-776)
Sec. 12.45. Reinstatement following administrative
dissolution.

HB0391 - 41 - LRB099 00126 KTG 20126 b
(a) A domestic corporation administratively dissolved
under Section 12.40 may be reinstated by the Secretary of State
following the date of issuance of the certificate of
dissolution upon:
(1) The filing of an application for reinstatement.
(2) The filing with the Secretary of State by the
corporation of all reports then due and theretofore
becoming due.
(3) The payment to the Secretary of State by the
corporation of all fees, franchise taxes, and penalties
then due and theretofore becoming due.
(b) The application for reinstatement shall be executed and
filed in duplicate in accordance with Section 1.10 of this Act
and shall set forth:
(1) The name of the corporation at the time of the
issuance of the certificate of dissolution.
(2) If such name is not available for use as determined
by the Secretary of State at the time of filing the
application for reinstatement, the name of the corporation
as changed, provided however, and any change of name is
properly effected pursuant to Section 10.05 and Section
10.30 of this Act.
(3) The date of the issuance of the certificate of
dissolution.
(4) The address, including street and number, or rural
route number of the registered office of the corporation

HB0391 - 42 - LRB099 00126 KTG 20126 b
upon reinstatement thereof, and the name of its registered
agent at such address upon the reinstatement of the
corporation, provided however, that any change from either
the registered office or the registered agent at the time
of dissolution is properly reported pursuant to Section
5.10 of this Act.
(c) When a dissolved corporation has complied with the
provisions of this Section the Secretary of State shall file
the application for reinstatement.
(d) Upon the filing of the application for reinstatement,
the corporate existence for all purposes shall be deemed to
have continued without interruption from the date of the
issuance of the certificate of dissolution, and the corporation
shall stand revived with such powers, duties and obligations as
if it had not been dissolved; and all acts and proceedings of
its shareholders, directors, officers, employees, and agents,
acting or purporting to act in that capacity, and which would
have been legal and valid but for such dissolution, shall stand
ratified and confirmed.
(e) Without limiting the generality of subsection (d), upon
the filing of the application for reinstatement, no
shareholder, director, or officer shall be personally liable,
under Section 8.65 of this Act or otherwise, for the debts and
liabilities of the corporation incurred during the period of
administrative dissolution by reason of the fact that the
corporation was administratively dissolved at the time the

HB0391 - 43 - LRB099 00126 KTG 20126 b
debts or liabilities were incurred.
(Source: P.A. 98-776, eff. 1-1-15.)
(805 ILCS 5/13.15) (from Ch. 32, par. 13.15)
Sec. 13.15. Application for authority.
(a) A foreign corporation, in order to procure authority to
transact business in this State, shall execute and file in
duplicate an application therefor, in accordance with Section
1.10 of this Act, and shall also file a copy of its articles of
incorporation and all amendments thereto, duly authenticated
by the proper officer of the state or country wherein it is
incorporated. Such application shall set forth:
(1) The name of the corporation, with any additions
thereto required in order to comply with Section 4.05 of
this Act together with the state or country under the laws
of which it is organized.
(2) The date of its incorporation and the period of its
duration.
(3) The address, including street and number, or rural
route number, of its principal office.
(4) The address, including street and number, if any,
of its proposed registered office in this State, and the
name of its proposed registered agent in this State at such
address.
(5) (Blank.)
(6) The purpose or purposes for which it was organized

HB0391 - 44 - LRB099 00126 KTG 20126 b
which it proposes to pursue in the transaction of business
in this State.
(7) The names and respective addresses, including
street and number, or rural route number, of its directors
and officers.
(8) A statement of the aggregate number of shares which
it has authority to issue, itemized by classes, and series,
if any, within a class.
(9) A statement of the aggregate number of its issued
shares itemized by classes, and series, if any, within a
class.
(10) A statement of the amount of paid-in capital of
the corporation, as defined in this Act.
(11) An estimate, expressed in dollars, of the value of
all the property to be owned by it for the following year,
wherever located, and an estimate of the value of the
property to be located within this State during such year,
and an estimate, expressed in dollars, of the gross amount
of business which will be transacted by it during such year
and an estimate of the gross amount thereof which will be
transacted by it at or from places of business in this
State during such year.
(12) In the case of telegraph, telephone, cable,
railroad, or pipe line corporations, the total length of
such telephone, telegraph, cable, railroad, or pipe line
and the length of the line located in this State, and the

HB0391 - 45 - LRB099 00126 KTG 20126 b
total value of such line and the value of such line in this
State.
(13) Such additional information as may be necessary or
appropriate in order to enable the Secretary of State to
determine whether such corporation is entitled to be
granted authority to transact business in this State and to
determine and assess the franchise taxes, fees, and charges
payable as in this Act prescribed.
(b) Such application shall be made on forms prescribed and
furnished by the Secretary of State.
(c) When the provisions of this Section have been complied
with, the Secretary of State shall file the application for
authority.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
Sec. 13.45. Withdrawal of foreign corporation. A foreign
corporation authorized to transact business in this State may
withdraw from this State upon filing with the Secretary of
State an application for withdrawal. In order to procure such
withdrawal, the foreign corporation shall:
(a) execute and file in duplicate, in accordance with
Section 1.10 of this Act, an application for withdrawal and
a final report, which shall set forth:
(1) that no proportion of its issued shares is, on
the date of the application, represented by business

HB0391 - 46 - LRB099 00126 KTG 20126 b
transacted or property located in this State;
(2) that it surrenders its authority to transact
business in this State;
(3) that it revokes the authority of its registered
agent in this State to accept service of process and
consents that service of process in any suit, action,
or proceeding based upon any cause of action arising in
this State during the time the corporation was licensed
to transact business in this State may thereafter be
made on the corporation by service on the Secretary of
State;
(4) a post-office address to which may be mailed a
copy of any process against the corporation that may be
served on the Secretary of State;
(5) the name of the corporation and the state or
country under the laws of which it is organized;
(6) a statement of the aggregate number of issued
shares of the corporation itemized by classes, and
series, if any, within a class, as of the date of the
final report;
(7) a statement of the amount of paid-in capital of
the corporation as of the date of the final report; and
(8) such additional information as may be
necessary or appropriate in order to enable the
Secretary of State to determine and assess any unpaid
fees or franchise taxes payable by the foreign

HB0391 - 47 - LRB099 00126 KTG 20126 b
corporation as prescribed in this Act or any unpaid
franchise taxes payable by such corporation under the
law in effect prior to the effective date of this
amendatory Act of the 99th General Assembly; or
(b) if it has been dissolved, file a copy of the
articles of dissolution duly authenticated by the proper
officer of the state or country under the laws of which the
corporation was organized; or
(c) if it has been the non-survivor of a statutory
merger and the surviving entity was a foreign corporation
or limited liability company which had not obtained
authority to transact business in this State, file a copy
of the articles of merger duly authenticated by the proper
officer of the state or country under the laws of which the
corporation or limited liability company was organized; or
(d) if it has been converted into another entity, file
a copy of the articles of conversion duly authenticated by
the proper officer of the state or country under the laws
of which the corporation was organized.
The application for withdrawal and the final report shall
be made on forms prescribed and furnished by the Secretary of
State.
When the corporation has complied with subsection (a) of
this Section, the Secretary of State shall file the application
for withdrawal and mail a copy of the application to the
corporation or its representative. If the provisions of

HB0391 - 48 - LRB099 00126 KTG 20126 b
subsection (b) of this Section have been followed, the
Secretary of State shall file the copy of the articles of
dissolution in his or her office.
Upon the filing of the application for withdrawal or copy
of the articles of dissolution, the authority of the
corporation to transact business in this State shall cease.
(Source: P.A. 98-171, eff. 8-5-13.)
(805 ILCS 5/13.50) (from Ch. 32, par. 13.50)
Sec. 13.50. Grounds for revocation of authority. The
authority of a foreign corporation to transact business in this
State may be revoked by the Secretary of State:
(a) Upon the failure of an officer or director to whom
interrogatories have been propounded by the Secretary of State
as provided in this Act, to answer the same fully and to file
such answer in the office of the Secretary of State.
(b) If the answer to such interrogatories discloses, or if
the fact is otherwise ascertained, that the proportion of the
sum of the paid-in capital of such corporation represented in
this State is greater than the amount on which such corporation
has theretofore paid fees and franchise taxes, and the
deficiency therein is not paid.
(c) If the corporation for a period of one year has
transacted no business and has had no tangible property in this
State as revealed by its annual reports.
(d) Upon the failure of the corporation to keep on file in

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the office of the Secretary of State duly authenticated copies
of each amendment to its articles of incorporation.
(e) Upon the failure of the corporation to appoint and
maintain a registered agent in this State.
(f) (Blank).
(g) Upon the failure of the corporation to file any report
after the period prescribed by this Act for the filing of such
report.
(h) Upon the failure of the corporation to pay any fees,
franchise taxes, or charges prescribed by this Act.
(i) For misrepresentation of any material matter in any
application, report, affidavit, or other document filed by such
corporation pursuant to this Act.
(j) Upon the failure of the corporation to renew its
assumed name or to apply to change its assumed name pursuant to
the provisions of this Act, when the corporation can only
transact business within this State under its assumed name in
accordance with the provisions of Section 4.05 of this Act.
(k) When under the provisions of the "Consumer Fraud and
Deceptive Business Practices Act" a court has found that the
corporation substantially and willfully violated such Act.
(l) Upon tender of payment to the Secretary of State which
is subsequently returned due to insufficient funds, a closed
account, or any other reason, and acceptable payment has not
been subsequently tendered.
(m) When the Secretary of State receives a copy of a

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memorandum of judgment relating to a judgment entered for money
owed to a unit of local government or school district, together
with a statement filed by its attorney that the judgment has
not been satisfied and that no appeal has been filed.
(Source: P.A. 95-515, eff. 8-28-07; 96-1121, eff. 1-1-11.)
(805 ILCS 5/13.60) (from Ch. 32, par. 13.60)
Sec. 13.60. Reinstatement following revocation.
(a) A foreign corporation revoked under Section 13.55 may
be reinstated by the Secretary of State following the date of
issuance of the certificate of revocation upon:
(1) The filing of an application for reinstatement.
(2) The filing with the Secretary of State by the
corporation of all reports then due and theretofore
becoming due.
(3) The payment to the Secretary of State by the
corporation of all fees, franchise taxes, and penalties
then due and theretofore becoming due.
(b) The application for reinstatement shall be executed and
filed in duplicate in accordance with Section 1.10 of this Act
and shall set forth:
(1) The name of the corporation at the time of the
issuance of the certificate of revocation.
(2) If such name is not available for use as determined
by the Secretary of State at the time of filing the
application for reinstatement, the name of the corporation

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as changed; provided, however, that any change of name is
properly effected pursuant to Section 13.30 and Section
13.40 of this Act.
(3) The date of the issuance of the certificate of
revocation.
(4) The address, including street and number, or rural
route number, of the registered office of the corporation
upon reinstatement thereof, and the name of its registered
agent at such address upon the reinstatement of the
corporation; provided, however, that any change from
either the registered office or the registered agent at the
time of revocation is properly reported pursuant to Section
5.10 of this Act.
(c) When a revoked corporation has complied with the
provisions of this Section, the Secretary of State shall file
the application for reinstatement.
(d) Upon the filing of the application for reinstatement,
the authority of the corporation to transact business in this
State shall be deemed to have continued without interruption
from the date of the issuance of the certificate of revocation,
and the corporation shall stand revived as if its authority had
not been revoked; and all acts and proceedings of its officers,
directors and shareholders, acting or purporting to act as
such, which would have been legal and valid but for such
revocation, shall stand ratified and confirmed.
(Source: P.A. 94-605, eff. 1-1-06.)

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(805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
Sec. 13.70. Transacting business without authority.
(a) No foreign corporation transacting business in this
State without authority to do so is permitted to maintain a
civil action in any court of this State, until the corporation
obtains that authority. Nor shall a civil action be maintained
in any court of this State by any successor or assignee of the
corporation on any right, claim or demand arising out of the
transaction of business by the corporation in this State, until
authority to transact business in this State is obtained by the
corporation or by a corporation that has acquired all or
substantially all of its assets.
(b) The failure of a foreign corporation to obtain
authority to transact business in this State does not impair
the validity of any contract or act of the corporation, and
does not prevent the corporation from defending any action in
any court of this State.
(c) A foreign corporation that transacts business in this
State without authority is liable to this State, for the years
or parts thereof during which it transacted business in this
State without authority, in an amount equal to all fees,
franchise taxes, penalties, and other charges that would have
been imposed by this Act upon the corporation had it duly
applied for and received authority to transact business in this
State as required by this Act, but failed to pay the franchise

HB0391 - 53 - LRB099 00126 KTG 20126 b
taxes that would have been computed thereon, and thereafter
filed all reports required by this Act; and, if a corporation
fails to file an application for authority within 60 days after
it commences business in this State, in addition thereto it is
liable for a penalty of either 10% of the filing fee and ,
license fee and franchise taxes or $200 plus $5.00 for each
month or fraction thereof in which it has continued to transact
business in this State without authority therefor, whichever
penalty is greater. The Attorney General shall bring
proceedings to recover all amounts due this State under this
Section.
(d) The Attorney General shall bring an action to restrain
a foreign corporation from transacting business in this State,
if the authority of the foreign corporation to transact
business has been revoked under subsection (m) of Section 13.50
of this Act.
(Source: P.A. 95-515, eff. 8-28-07.)
(805 ILCS 5/14.01) (from Ch. 32, par. 14.01)
Sec. 14.01. Statement of election to establish an extended
filing month.
(a) Each domestic corporation and each foreign corporation
authorized to transact business in this State, having reported
on its last annual report, or articles of incorporation in the
case of a domestic corporation, or application for certificate
of authority in the case of a foreign corporation, an amount

HB0391 - 54 - LRB099 00126 KTG 20126 b
less than 100% of its paid-in capital represented in Illinois,
may make an irrevocable, one time election to establish an
extended filing month for the purpose of filing annual reports
for all subsequent taxable years by filing pursuant to Section
1.10 within the time prescribed by subsection (c) of this
Section, a statement setting forth:
(1) The name of the corporation.
(2) The file number of the corporation as assigned by
the Secretary of State.
(3) The state or country under whose laws it was
organized, the date of incorporation or the date of the
issuance of its certificate of authority, if a foreign
corporation.
(4) The date of the fiscal year end immediately
preceding this election.
(5) The extended filing month, which month may be any
month in 1991 or a subsequent year which is one of the 9
months consecutively following the end of the
corporation's fiscal year, except that such month may not
be one of the 2 months immediately preceding the
corporation's anniversary month.
Notwithstanding the foregoing, a corporation whose
fiscal year ends within the 2 months immediately preceding
its anniversary month may not elect an extended filing
month.
(b) The statement of election shall be accompanied by an

HB0391 - 55 - LRB099 00126 KTG 20126 b
interim annual report which shall set forth, as of the date of
filing of the statement, all of the information required
pursuant to Section 14.05 of this Act to be included in the
annual report except that the information required by
subparagraph (h) of Section 14.05 shall be the amounts
represented in this State as disclosed by the preceding annual
report or if no annual report is on file, from information
contained in the articles of incorporation of a domestic
corporation or the application for certificate of authority in
the case of a foreign corporation.
(c) The statement of election and interim annual report
referred to in this Section, together with all fees, taxes and
charges as prescribed by this Act and prorated in accordance
with Section 15.45 or 15.75, shall be delivered to the
Secretary of State within 60 days immediately preceding the
first day of the anniversary month of the corporation in 1991
or any subsequent year. Proof to the satisfaction of the
Secretary of State that prior to the first day of the
anniversary month of the corporation such statement of election
and interim annual report together with all fees, taxes and
charges as prescribed by this Act, were deposited in the United
States mail in a sealed envelope, properly addressed, with
postage prepaid, shall be deemed a compliance with this
requirement. If the Secretary of State finds that such
statement and reports conform to the requirements of this Act,
he or she shall file the same. If he or she finds that they do

HB0391 - 56 - LRB099 00126 KTG 20126 b
not so conform, he or she shall promptly return the same to the
corporation for any necessary corrections, in which event the
penalties hereinafter prescribed for failure to file such
report within the time hereinabove provided shall not apply if
such statement, if applicable, and report are corrected to
conform to the requirements of this Act and returned to the
Secretary of State within 30 days of the date the report was
returned for corrections.
(d) Subsequent to the filing of the statement of election
and the interim annual report, the corporation shall file
within 60 days prior to the extended filing month a final
transition annual report reflecting the factual information
required by Section 14.05, and must pay the appropriate fees
and franchise taxes due, if any, or set forth the amount of any
overpayment to be credited against any other taxes applicable
under this Act which may thereafter be payable, in each case
based on any difference which may exist between its interim
annual report and its final transition annual report.
Compliance with this Section establishes a new reporting period
for documents required under Article 14 of this Act.
(Source: P.A. 86-985.)
(805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
Sec. 14.05. Annual report of domestic or foreign
corporation. Each domestic corporation organized under any
general law or special act of this State authorizing the

HB0391 - 57 - LRB099 00126 KTG 20126 b
corporation to issue shares, other than homestead
associations, building and loan associations, banks and
insurance companies (which includes a syndicate or limited
syndicate regulated under Article V 1/2 of the Illinois
Insurance Code or member of a group of underwriters regulated
under Article V of that Code), and each foreign corporation
(except members of a group of underwriters regulated under
Article V of the Illinois Insurance Code) authorized to
transact business in this State, shall file, within the time
prescribed by this Act, an annual report setting forth:
(a) The name of the corporation.
(b) The address, including street and number, or rural
route number, of its registered office in this State, and
the name of its registered agent at that address.
(c) The address, including street and number, or rural
route number, of its principal office.
(d) The names and respective addresses, including
street and number, or rural route number, of its directors
and officers.
(e) A statement of the aggregate number of shares which
the corporation has authority to issue, itemized by classes
and series, if any, within a class.
(f) A statement of the aggregate number of issued
shares, itemized by classes, and series, if any, within a
class.
(g) A statement, expressed in dollars, of the amount of

HB0391 - 58 - LRB099 00126 KTG 20126 b
paid-in capital of the corporation as defined in this Act.
(h) Either a statement that (1) all the property of the
corporation is located in this State and all of its
business is transacted at or from places of business in
this State, or the corporation elects to pay the annual
franchise tax on the basis of its entire paid-in capital,
or (2) a statement, expressed in dollars, of the value of
all the property owned by the corporation, wherever
located, and the value of the property located within this
State, and a statement, expressed in dollars, of the gross
amount of business transacted by the corporation and the
gross amount thereof transacted by the corporation at or
from places of business in this State as of the close of
its fiscal year on or immediately preceding the last day of
the third month prior to the anniversary month or in the
case of a corporation which has established an extended
filing month, as of the close of its fiscal year on or
immediately preceding the last day of the third month prior
to the extended filing month; however, in the case of a
domestic corporation that has not completed its first
fiscal year, the statement with respect to property owned
shall be as of the last day of the third month preceding
the anniversary month and the statement with respect to
business transacted shall be furnished for the period
between the date of incorporation and the last day of the
third month preceding the anniversary month. In the case of

HB0391 - 59 - LRB099 00126 KTG 20126 b
a foreign corporation that has not been authorized to
transact business in this State for a period of 12 months
and has not commenced transacting business prior to
obtaining authority, the statement with respect to
property owned shall be as of the last day of the third
month preceding the anniversary month and the statement
with respect to business transacted shall be furnished for
the period between the date of its authorization to
transact business in this State and the last day of the
third month preceding the anniversary month. If the data
referenced in item (2) of this subsection is not completed,
the franchise tax provided for in this Act shall be
computed on the basis of the entire paid-in capital.
(i) A statement, including the basis therefor, of
status as a "minority owned business" or as a "female owned
business" as those terms are defined in the Business
Enterprise for Minorities, Females, and Persons with
Disabilities Act.
(j) Additional information as may be necessary or
appropriate in order to enable the Secretary of State to
administer this Act and to verify the proper amount of fees
and franchise taxes payable by the corporation.
The annual report shall be made on forms prescribed and
furnished by the Secretary of State, and the information
therein required by paragraphs (a) through (d), both inclusive,
of this Section, shall be given as of the date of the execution

HB0391 - 60 - LRB099 00126 KTG 20126 b
of the annual report and the information therein required by
paragraphs (e), (f) and (g) of this Section shall be given as
of the last day of the third month preceding the anniversary
month, except that the information required by paragraphs (e),
(f) and (g) shall, in the case of a corporation which has
established an extended filing month, be given in its final
transition annual report and each subsequent annual report as
of the close of its fiscal year immediately preceding its
extended filing month. It shall be executed by the corporation
by its president, a vice-president, secretary, assistant
secretary, treasurer or other officer duly authorized by the
board of directors of the corporation to execute those reports,
and verified by him or her, or, if the corporation is in the
hands of a receiver or trustee, it shall be executed on behalf
of the corporation and verified by the receiver or trustee.
(Source: P.A. 92-16, eff. 6-28-01; 92-33, eff. 7-1-01; 93-59,
7-1-03.)
(805 ILCS 5/14.15) (from Ch. 32, par. 14.15)
Sec. 14.15. First report of issuance of shares. The
articles of incorporation of each domestic corporation shall be
deemed to be the first report of the issuance of shares of such
corporation. For the purpose of determining the initial
franchise tax of such corporation, and for the purpose of
determining the annual franchise tax thereafter until the basis
therefor is changed in a manner provided in this Act, but for

HB0391 - 61 - LRB099 00126 KTG 20126 b
no other purpose, the shares which the articles of
incorporation state the corporation proposes to issue without
further report to the Secretary of State shall be deemed to be
issued at the date of the filing of such articles of
incorporation. For such purposes, but for no other purpose, the
consideration which the articles of incorporation state is to
be received by the corporation therefor shall be deemed to have
been received by the corporation for such shares.
(Source: P.A. 86-985.)
(805 ILCS 5/14.20) (from Ch. 32, par. 14.20)
Sec. 14.20. Reports of issuance of shares and increases in
paid-in capital.
(a) Each domestic corporation, and each foreign
corporation authorized to transact business in this State,
after: the issuance of any share not previously reported to the
Secretary of State as having been issued; an increase in the
amount of its paid-in capital without the issuance of shares;
an exchange or reclassification of its shares resulting in an
increase in the amount of its paid-in capital; or the issuance
of any shares of the acquiring corporation in a share exchange,
shall execute and file in accordance with Section 1.10 of this
Act, a report setting forth:
(1) The name of the corporation and the state or
country under the laws of which it is organized.
(2) A statement of the aggregate number of shares which

HB0391 - 62 - LRB099 00126 KTG 20126 b
the corporation has authority to issue, itemized by
classes, and series, if any, within a class.
(3) A statement of the aggregate number of issued
shares as last reported to the Secretary of State in any
document required by this Act to be filed, other than an
annual report, itemized by classes and series, if any,
within a class.
(4) A statement, expressed in dollars, of the amount of
paid-in capital of the corporation as last reported to the
Secretary of State in any document required by this Act to
be filed, other than an annual report.
(5) A statement of the aggregate number of shares
issued by the corporation not theretofore reported to the
Secretary of State as having been issued, together with the
date or dates of the issuance thereof, and a statement,
expressed in dollars, of the value of the entire
consideration received, less expenses, including
commissions, paid or incurred in connection with the
issuance, for, or on account of, the issuance of the
shares, the statement to be itemized by classes, and
series, if any, within a class; and in the case of shares
issued as a share dividend, the amount added or transferred
to the paid-in capital of the corporation for, or on
account of, the issuance of the shares.
(6) A statement, expressed in dollars, of the amount
added or transferred to paid-in capital of the corporation

HB0391 - 63 - LRB099 00126 KTG 20126 b
without the issuance of shares, together with the date or
dates on which the addition or transfer was made.
(7) In case of an exchange or reclassification of
issued shares resulting in an increase in the amount of
paid-in capital a statement of the date or dates on which
the exchange or reclassification was made and the manner in
which it was effected, and a statement, expressed in
dollars, of the amount added or transferred to the paid-in
capital of the corporation as a result thereof, except any
portion thereof reported under any other paragraph of this
subsection as a part of the consideration received by the
corporation for, or on account of, its issued shares.
(8) If the consideration received for the issuance of
any shares not theretofore reported as having been issued
consists of labor or services performed or of property,
other than cash, then a statement, expressed in dollars, of
the value of that consideration as fixed by the board of
directors.
(9) A statement of the aggregate number of issued
shares itemized by classes and series, if any, within a
class, after giving effect to the changes reported.
(10) A statement, expressed in dollars, of the amount
of paid-in capital of the corporation after giving effect
to the changes reported.
(b) In the case of issuances of shares or increases in
paid-in capital that occur either prior to January 1, 1991 or

HB0391 - 64 - LRB099 00126 KTG 20126 b
on or prior to the last day of the third month immediately
preceding the corporation's anniversary month in 1991, the
report shall be filed within 60 days after the issuance or
increase. In the case of issuances of shares or increases that
occur after both December 31, 1990 and the last day of such
third month, the issuances or increases shall be reported under
Section 14.30 at the time required by that Section.
(c) No additional license fees or franchise taxes shall be
payable upon the filing of the report to the extent that
license fees or franchise taxes shall have been previously paid
by the corporation in respect of shares previously issued which
are being exchanged for the shares the issuance of which is
being reported, provided those facts are shown in the report.
(d) The report shall be made on forms prescribed and
furnished by the Secretary of State.
(Source: P.A. 86-985; 86-1217.)
(805 ILCS 5/14.25) (from Ch. 32, par. 14.25)
Sec. 14.25. Report following merger or cancellation of
shares/reduction in paid-in capital.
(a) Each domestic corporation and each foreign corporation
authorized to transact business in this State that is a party
to a statutory merger and is the surviving corporation, or that
effects the cancellation of its shares, or that effects a
reduction in its paid-in capital in connection with the
cancellation of its shares, as permitted by this Act, and does

HB0391 - 65 - LRB099 00126 KTG 20126 b
not report that event to the Secretary of State by any other
report required by this Act to be filed; and each domestic
corporation that is the new corporation in a consolidation,
shall execute and file, in accordance with Section 1.10 of this
Act, a report setting forth:
(1) The name of the corporation and the state or
country under the laws of which it is organized.
(2) A statement of the event.
(3) A statement of the aggregate number of issued
shares of the corporation as last reported to the Secretary
of State in any document required to be filed by this Act,
other than an annual report, itemized by classes and
series, if any, within a class.
(4) A statement of the aggregate number of issued
shares of the corporation after giving effect to the
change, itemized by classes, and series, if any, within a
class.
(5) A statement, expressed in dollars, of the amount of
paid-in capital of the corporation as last reported to the
Secretary of State in any document required to be filed by
this Act, other than an annual report, interim annual
report or final transition annual report.
(6) A statement, expressed in dollars, of the amount of
paid-in capital of the corporation after giving effect to
the change.
(7) In case of a statutory merger, an estimate,

HB0391 - 66 - LRB099 00126 KTG 20126 b
expressed in dollars, of the value of all property to be
owned by it for the following year, wherever located, and
an estimate of the value of the property to be located
within this State during that year, and an estimate,
expressed in dollars, of the gross amount of business which
will be transacted by it during that year and an estimate
of the gross amount thereof which will be transacted by it
at or from places of business in this State during that
year.
(b) In the case of a statutory merger, consolidation,
cancellation of shares, or reduction in paid-in capital that
occurs either prior to January 1, 1991 or on or prior to the
last day of the third month immediately preceding the
corporation's anniversary month in 1991, the report shall be
filed within 60 days after that event. In the case of a
cancellation of shares or reduction in paid-in capital that
occurs after both December 31, 1990 and the last day of the
third month immediately preceding the corporation's
anniversary month in 1991, the event shall be reported under
Section 14.30 at the time required by that Section and not
under this Section In the case of a statutory merger or
consolidation that occurs after both December 31, 1990 and the
last day of the third month immediately preceding the
corporation's anniversary month in 1991, the event shall be
reported under Section 14.35 at the time required by that
Section and not under this Section.

HB0391 - 67 - LRB099 00126 KTG 20126 b
(c) The report shall be made on forms prescribed and
furnished by the Secretary of State.
(d) (Blank) Until the report shall have been filed in the
office of the Secretary of State, the basis of the annual
franchise tax payable by the corporation shall not be reduced;
provided, however, in no event shall the annual franchise tax
for any taxable year be reduced if the report is not filed
prior to the first day of the anniversary month or the extended
filing month of the corporation of that taxable year and before
payment of its annual franchise tax.
(Source: P.A. 86-985; 86-1217.)
(805 ILCS 5/14.30) (from Ch. 32, par. 14.30)
Sec. 14.30. Cumulative report of changes in issued shares
or paid-in capital.
(a) Each domestic corporation and each foreign corporation
authorized to transact business in this State that effects any
change in the number of issued shares or the amount of paid-in
capital that has not theretofore been reported in any report
other than an annual report, interim annual report, or final
transition annual report, shall execute and file, in accordance
with Section 1.10 of this Act, a report with respect to the
changes in its issued shares or paid-in capital:
(1) that have occurred subsequent to the last day of
the third month preceding its anniversary month in the
preceding year and prior to the first day of the second

HB0391 - 68 - LRB099 00126 KTG 20126 b
month immediately preceding its anniversary month in the
current year; or
(2) in the case of a corporation that has established
an extended filing month, that have occurred during its
fiscal year; or
(3) in the case of a statutory merger or consolidation
or an amendment to the corporation's articles of
incorporation that affects the number of issued shares or
the amount of paid-in capital, that have occurred between
the last day of the third month immediately preceding its
anniversary month and the date of the merger,
consolidation, or amendment or, in the case of a
corporation that has established an extended filing month,
that have occurred between the first day of its fiscal year
and the date of the merger, consolidation, or amendment; or
(4) in the case of a statutory merger or consolidation
or an amendment to the corporation's articles of
incorporation that affects the number of issued shares or
the amount of paid-in capital, that have occurred between
the date of the merger, consolidation, or amendment (but
not including the merger, consolidation, or amendment) and
the first day of the second month immediately preceding its
anniversary month in the current year, or in the case of a
corporation that has established an extended filing month,
that have occurred between the date of the merger,
consolidation or amendment (but not including the merger,

HB0391 - 69 - LRB099 00126 KTG 20126 b
consolidation or amendment) and the last day of its fiscal
year.
(b) The corporation shall file the report required under
subsection (a) not later than (i) the time its annual report is
required to be filed in 1992 and in each subsequent year and
(ii) not later than the time of filing the articles of merger,
consolidation, or amendment to the articles of incorporation
that affects the number of issued shares or the amount of
paid-in capital of a domestic corporation or the certified copy
of merger of a foreign corporation.
(c) The report shall net decreases against increases that
occur during the same taxable period. The report shall set
forth:
(1) The name of the corporation and the state or
country under the laws of which it is organized.
(2) A statement of the aggregate number of shares which
the corporation has authority to issue, itemized by classes
and series, if any, within a class.
(3) A statement of the aggregate number of issued
shares as last reported to the Secretary of State in any
document required or permitted by this Act to be filed,
other than an annual report, interim annual report or final
transition annual report, itemized by classes and series,
if any, within a class.
(4) A statement, expressed in dollars, of the amount of
paid-in capital of the corporation as last reported to the

HB0391 - 70 - LRB099 00126 KTG 20126 b
Secretary of State in any document required or permitted by
this Act to be filed, other than an annual report, interim
annual report or final transition annual report.
(5) A statement, if applicable, of the aggregate number
of shares issued by the corporation not theretofore
reported to the Secretary of State as having been issued,
and a statement, expressed in dollars, of the value of the
entire consideration received, less expenses, including
commissions, paid or incurred in connection with the
issuance, for, or on account of, the issuance of the
shares, itemized by classes, and series, if any, within a
class; and in the case of shares issued as a share
dividend, the amount added or transferred to the paid-in
capital of the corporation for, or on account of, the
issuance of the shares; provided, however, that the report
shall also include the date of each issuance made prior to
the current reporting period, and the number of issued
shares and consideration received in each case.
(6) A statement, if applicable, expressed in dollars,
of the amount added or transferred to paid-in capital of
the corporation without the issuance of shares; provided,
however, that the report shall also include the date of
each increase made prior to the current reporting period,
and the consideration received in each case.
(7) In case of an exchange or reclassification of
issued shares resulting in an increase in the amount of

HB0391 - 71 - LRB099 00126 KTG 20126 b
paid-in capital, a statement of the manner in which it was
effected, and a statement, expressed in dollars, of the
amount added or transferred to the paid-in capital of the
corporation as a result thereof, except any portion thereof
reported under any other subsection of this Section as a
part of the consideration received by the corporation for,
or on account of, its issued shares; provided, however,
that the report shall also include the date of each
exchange or reclassification made prior to the current
reporting period and the consideration received in each
case.
(8) If the consideration received for the issuance of
any shares not theretofore reported as having been issued
consists of labor or services performed or of property,
other than cash, then a statement, expressed in dollars, of
the value of that consideration as fixed by the board of
directors.
(9) In the case of a cancellation of shares or a
reduction in paid-in capital made pursuant to Section 9.20,
the aggregate reduction in paid-in capital; provided,
however, that the report shall also include the date of
each reduction made prior to the current reporting period.
(10) A statement of the aggregate number of issued
shares itemized by classes and series, if any, within a
class, after giving effect to the changes reported.
(11) A statement, expressed in dollars, of the amount

HB0391 - 72 - LRB099 00126 KTG 20126 b
of paid-in capital of the corporation after giving effect
to the changes reported.
(d) No additional license fees or franchise taxes shall be
payable upon the filing of the report to the extent that
license fees or franchise taxes shall have been previously paid
by the corporation in respect of shares previously issued which
are being exchanged for the shares the issuance of which is
being reported, provided those facts are shown in the report.
(e) The report shall be made on forms prescribed and
furnished by the Secretary of State.
(f) (Blank) Until the report under this Section or a report
under Section 14.25 shall have been filed in the Office of the
Secretary of State showing a reduction in paid-in capital, the
basis of the annual franchise tax payable by the corporation
shall not be reduced, provided, however, in no event shall the
annual franchise tax for any taxable year be reduced if the
report is not filed prior to the first day of the anniversary
month or, in the case of a corporation which has established an
extended filing month, the extended filing month of the
corporation of that taxable year and before payment of its
annual franchise tax.
(Source: P.A. 90-421, eff. 1-1-98.)
(805 ILCS 5/14.35) (from Ch. 32, par. 14.35)
Sec. 14.35. Report following merger or consolidation.
(a) Whenever a domestic corporation or a foreign

HB0391 - 73 - LRB099 00126 KTG 20126 b
corporation authorized to transact business in this State is
the surviving corporation in a statutory merger or whenever a
domestic corporation is the new corporation in a consolidation,
it shall, within 60 days after the effective date of the event,
if the effective date occurs after both December 31, 1990 and
the last day of the third month immediately preceding its
anniversary month in 1991, execute and file in accordance with
Section 1.10 of this Act, a report setting forth:
(1) The name of the corporation and the state or
country under the laws of which it is organized.
(2) A description of the merger or consolidation.
(3) A statement itemized by classes and series, if any,
within a class of the aggregate number of issued shares of
the corporation as last reported to the Secretary of State
in any document required to be filed by this Act, other
than an annual report, interim annual report, or final
transition annual report.
(4) A statement itemized by classes and series, if any,
within a class of the aggregate number of issued shares of
the corporation after giving effect to the change.
(5) A statement, expressed in dollars, of the amount of
paid-in capital of the corporation as last reported to the
Secretary of State in any document required to be filed by
this Act, other than an annual report, interim annual
report, or final transition annual report.
(6) A statement, expressed in dollars, of the amount of

HB0391 - 74 - LRB099 00126 KTG 20126 b
paid-in capital of the corporation after giving effect to
the merger or consolidation, which amount, except as
provided in subsection (f) of Section 9.20 of this Act,
must be at least equal to the sum of the paid-in capital
amounts of the merged or consolidated corporations before
the event.
(7) Additional information concerning each of the
constituent corporations that was a party to a merger or
consolidation as may be necessary or appropriate to verify
the proper amount of fees and franchise taxes payable by
the corporation.
(b) The report shall be made on forms prescribed and
furnished by the Secretary of State.
(Source: P.A. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)
(805 ILCS 5/Art. 15 heading)
ARTICLE 15. FEES , FRANCHISE TAXES AND CHARGES
(805 ILCS 5/15.05) (from Ch. 32, par. 15.05)
Sec. 15.05. Fees, franchise taxes, and charges to be
collected by Secretary of State. The Secretary of State shall
charge and collect in accordance with the provisions of this
Act:
(a) Fees for filing documents.
(b) License fees.
(c) (Blank) Franchise taxes.

HB0391 - 75 - LRB099 00126 KTG 20126 b
(d) Miscellaneous charges.
(e) Fees for filing annual reports.
(Source: P.A. 93-59, eff. 7-1-03.)
(805 ILCS 5/15.50) (from Ch. 32, par. 15.50)
Sec. 15.50. License fees payable by foreign corporations.
For the privilege of exercising its authority to transact
business in this State as set out in its application therefor
or any amendment thereto, the Secretary of State shall charge
and collect from each foreign corporation the following license
fees, computed on the basis and at the rates prescribed in this
Act:
(a) An initial license fee at the time of filing its
application for authority to transact business in this State
whenever the application indicates the corporation commenced
transacting business prior to January 1, 1991.
(b) Except as otherwise provided in paragraph (e) of this
Section, an additional license fee at the time of filing (1) a
report of the issuance of additional shares, or (2) a report of
an increase in paid-in capital without the issuance of shares,
or (3) a report of cumulative changes in paid-in capital or of
an exchange or reclassification of shares, whenever the report
discloses an increase in the amount represented in this State
of its paid-in capital over the greatest amount thereof
theretofore reported in any document required by this Act to be
filed in the office of the Secretary of State.

HB0391 - 76 - LRB099 00126 KTG 20126 b
(c) Except as otherwise provided in paragraph (e) of this
Section, whenever the corporation shall be a party to a
statutory merger and shall be the surviving corporation, an
additional license fee at the time of filing its report
following merger, if the report discloses that the amount
represented in this State of its paid-in capital immediately
after the merger is greater than the aggregate of the amounts
represented in this State of the paid-in capital of all of the
merged corporations.
(d) Except as otherwise provided in paragraph (e) of this
Section, an additional license fee payable with the annual
franchise tax each year in which the corporation is required by
this Act to file an annual report whenever the report discloses
an increase in the amount represented in this State of its
paid-in capital over the amount previously determined to be
represented in this State in accordance with the provisions of
this Act.
(e) The additional license fee referred to in paragraphs
(b), (c) and (d) of this Section shall not be payable with
respect to issuances of shares or increases in paid-in capital
that occur subsequent to both December 31, 1990 and the last
day of the third month immediately preceding the anniversary
month of a foreign corporation in 1991 or to an increase in the
amount represented in this State of its paid-in capital over
the amount previously determined to be represented in this
State in accordance with the provisions of this Act.

HB0391 - 77 - LRB099 00126 KTG 20126 b
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 5/15.85) (from Ch. 32, par. 15.85)
Sec. 15.85. Effect of nonpayment of fees or taxes.
(a) The Secretary of State shall not file any articles,
statements, certificates, reports, applications, notices, or
other papers relating to any corporation, domestic or foreign,
organized under or subject to the provisions of this Act until
all fees, franchise taxes payable by the corporation under the
law in effect prior to the effective date of this amendatory
Act of the 99th General Assembly, and charges provided to be
paid in connection therewith shall have been paid to him or
her, or while the corporation is in default in the payment of
any fees, franchise taxes payable by the corporation under the
law in effect prior to the effective date of this amendatory
Act of the 99th General Assembly, charges, penalties, or
interest herein provided to be paid by or assessed against it,
or when the Illinois Department of Revenue has given notice
that the corporation is in default in the filing of a return or
the payment of any final assessment of tax, penalty or interest
as required by any tax Act administered by the Department.
(b) The Secretary of State shall not file, with respect to
any domestic or foreign corporation, any document required or
permitted to be filed by this Act, which has an effective date
other than the date of filing until there has been paid by such
corporation to the Secretary of State all fees, taxes and

HB0391 - 78 - LRB099 00126 KTG 20126 b
charges due and payable on or before said effective date.
(c) No corporation required to pay a franchise tax under
the law in effect prior to the effective date of this
amendatory Act of the 99th General Assembly, license fee,
penalty, or interest under this Act shall maintain any civil
action until all such franchise taxes, license fees, penalties,
and interest have been paid in full.
(d) The Secretary of State shall, from information received
from the Illinois Commerce Commission, compile and keep a list
of all domestic and foreign corporations which are regulated
pursuant to the provisions of "An Act concerning public
utilities", approved June 29, 1921, and Chapter 18 of "The
Illinois Vehicle Code", approved September 29, 1969, and which
hold, as a prerequisite for doing business in this State, any
franchise, license, permit or right to engage in any business
regulated by such Acts.
(e) Within 10 days after any such corporation fails to pay
a franchise tax, license fee, penalty, or interest required
under this Act, the Secretary shall, by written notice, so
advise the Secretary of the Illinois Commerce Commission.
(Source: P.A. 91-464, eff. 1-1-00.)
(805 ILCS 5/15.90) (from Ch. 32, par. 15.90)
Sec. 15.90. Statute of limitations.
(a) Except as otherwise provided in this Section and
notwithstanding anything to the contrary contained in any other

HB0391 - 79 - LRB099 00126 KTG 20126 b
Section of this Act, no domestic corporation or foreign
corporation shall be obligated to pay any annual franchise tax
payable by the corporation under the law in effect prior to the
effective date of this amendatory Act of the 99th General
Assembly, or any , fee, or penalty, or interest thereon imposed
under this Act, nor shall any administrative or judicial
sanction (including dissolution) be imposed or enforced nor
access to the courts of this State be denied based upon
nonpayment thereof more than 7 years after the date of filing
the annual report with respect to the period during which the
obligation for the tax, fee, penalty, or interest arose, unless
(1) within that 7 year period the Secretary of State sends a
written notice to the corporation to the effect that (A)
administrative or judicial action to dissolve the corporation
or revoke its authority for nonpayment of a tax, fee, penalty,
or interest has been commenced; or (B) the corporation has
submitted a report but has failed to pay a tax, fee, penalty,
or interest required to be paid therewith; or (C) a report with
respect to an event or action giving rise to an obligation to
pay a tax, fee, penalty, or interest is required but has not
been filed, or has been filed and is in error or incomplete; or
(2) the annual report by the corporation was filed with
fraudulent intent to evade taxes payable under the law in
effect prior to the effective date of this amendatory Act of
the 99th General Assembly this Act. A corporation nonetheless
shall be required to pay all taxes that would have been payable

HB0391 - 80 - LRB099 00126 KTG 20126 b
during the most recent 7 year period due to a previously
unreported increase in paid-in capital that occurred prior to
that 7 year period and interest and penalties thereon for that
period, except that, from February 1, 2008 through March 15,
2008, with respect to any corporation that participates in the
Franchise Tax and License Fee Amnesty Act of 2007, the
corporation shall be only required to pay all taxes that would
have been payable during the most recent 4 year period due to a
previously unreported increase in paid-in capital that
occurred prior to that 7 year period.
(b) If within 2 years following a change in control of a
corporation the corporation voluntarily pays in good faith all
known obligations of the corporation imposed by this Article 15
with respect to reports that were required to have been filed
since the beginning of the 7 year period ending on the
effective date of the change in control, no action shall be
taken to enforce or collect obligations of that corporation
imposed by this Article 15 with respect to reports that were
required to have been filed prior to that 7 year period
regardless of whether the limitation period set forth in
subsection (a) is otherwise applicable. For purposes of this
subsection (b), a change in control means a transaction, or a
series of transactions consummated within a period of 180
consecutive days, as a result of which a person which owned
less than 10% of the shares having the power to elect directors
of the corporation acquires shares such that the person becomes

HB0391 - 81 - LRB099 00126 KTG 20126 b
the holder of 80% or more of the shares having such power. For
purposes of this subsection (b) a person means any natural
person, corporation, partnership, trust or other entity
together with all other persons controlled by, controlling or
under common control with such person.
(c) Except as otherwise provided in this Section and
notwithstanding anything to the contrary contained in any other
Section of this Act, no foreign corporation that has not
previously obtained authority under this Act shall, upon
voluntary application for authority filed with the Secretary of
State prior to January 1, 2001, be obligated to pay any tax
payable under the law in effect prior to the effective date of
this amendatory Act of the 99th General Assembly, or , fee,
penalty, or interest imposed under this Act, nor shall any
administrative or judicial sanction be imposed or enforced
based upon nonpayment thereof with respect to a period during
which the obligation arose that is prior to January 1, 1993
unless (1) prior to receipt of the application for authority
the Secretary of State had sent written notice to the
corporation regarding its failure to obtain an application for
authority, (2) the corporation had submitted an application for
authority previously but had failed to pay any tax, fee,
penalty, or interest to be paid therewith, or (3) the
application for authority was submitted by the corporation with
fraudulent intent to evade taxes payable under the law in
effect prior to the effective date of this amendatory Act of

HB0391 - 82 - LRB099 00126 KTG 20126 b
the 99th General Assembly this Act. A corporation nonetheless
shall be required to pay all taxes payable under the law in
effect prior to the effective date of this amendatory Act of
the 99th General Assembly and fees due under this Act that
would have been payable since January 1, 1993 as a result of
commencing the transaction of its business in this State and
interest thereon for that period.
(Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08;
96-66, eff. 1-1-10.)
(805 ILCS 5/15.97) (from Ch. 32, par. 15.97)
Sec. 15.97. Corporate Franchise Tax Refund Fund.
(a) From Beginning July 1, 1993 through the day before the
effective date of this amendatory Act of the 99th General
Assembly, a percentage of the amounts collected under Sections
15.35, 15.45, 15.65, and 15.75 (now repealed) of this Act shall
be deposited into the Corporate Franchise Tax Refund Fund, a
special Fund hereby created in the State treasury. From July 1,
1993, until December 31, 1994, there shall be deposited into
the Fund 3% of the amounts received under those Sections.
Beginning January 1, 1995, and for each fiscal year beginning
thereafter, 2% of the amounts collected under those Sections
during the preceding fiscal year shall be deposited into the
Fund.
(b) Beginning on the effective date of this amendatory Act
of the 99th General Assembly July 1, 1993, moneys in the Fund

HB0391 - 83 - LRB099 00126 KTG 20126 b
shall be expended exclusively for the purpose of paying refunds
payable because of overpayment of franchise taxes, penalties,
or interest under Sections 13.70, 15.35, 15.45, 15.65, 15.75,
and 16.05 of this Act and making transfers authorized under
this Section. Refunds in accordance with the provisions of
subsections (f) and (g) of Section 1.15 and Section 1.17 of
this Act may be made from the Fund only to the extent that
amounts collected under Sections 15.35, 15.45, 15.65, and 15.75
(now repealed) of this Act have been deposited in the Fund and
remain available. Within a reasonable time after the 30th day
of June of each year, the Secretary of State shall direct and
the Comptroller shall order transferred to the General Revenue
Fund all amounts in excess of $100,000 remaining in the fund as
of June 30.
(c) This Act shall constitute an irrevocable and continuing
appropriation from the Corporate Franchise Tax Refund Fund for
the purpose of paying refunds upon the order of the Secretary
of State in accordance with the provisions of this Section.
(Source: P.A. 93-59, eff. 7-1-03.)
(805 ILCS 5/16.05) (from Ch. 32, par. 16.05)
Sec. 16.05. Penalties and interest imposed upon
corporations.
(a) (Blank) Each corporation, domestic or foreign, that
fails or refuses to file any annual report or report of
cumulative changes in paid-in capital and pay any franchise tax

HB0391 - 84 - LRB099 00126 KTG 20126 b
due pursuant to the report prior to the first day of its
anniversary month or, in the case of a corporation which has
established an extended filing month, the extended filing month
of the corporation shall pay a penalty of 10% of the amount of
any delinquent franchise tax due for the report. From February
1, 2008 through March 15, 2008, no penalty shall be imposed
with respect to any amount of delinquent franchise tax paid
pursuant to the Franchise Tax and License Fee Amnesty Act of
2007.
(b) Each corporation, domestic or foreign, that fails or
refuses to file a report of issuance of shares or increase in
paid-in capital within the time prescribed by this Act is
subject to a penalty on any obligation occurring prior to
January 1, 1991, and interest on those obligations on or after
January 1, 1991, for each calendar month or part of month that
it is delinquent in the amount of 2% of the amount of license
fees and franchise taxes provided by this Act and franchise
taxes provided under the law in effect prior to the effective
date of this amendatory Act of the 99th General Assembly to be
paid on account of the issuance of shares or increase in
paid-in capital. From February 1, 2008 through March 15, 2008,
no penalty shall be imposed, or interest charged, with respect
to any amount of delinquent license fees and franchise taxes
paid pursuant to the Franchise Tax and License Fee Amnesty Act
of 2007.
(c) Each corporation, domestic or foreign, that fails or

HB0391 - 85 - LRB099 00126 KTG 20126 b
refuses to file a report of cumulative changes in paid-in
capital or report following merger within the time prescribed
by this Act is subject to interest on or after January 1, 1992,
for each calendar month or part of month that it is delinquent,
in the amount of 2% of the amount of franchise taxes provided
under the law in effect prior to the effective date of this
amendatory Act of the 99th General Assembly by this Act to be
paid on account of the issuance of shares or increase in
paid-in capital disclosed on the report of cumulative changes
in paid-in capital or report following merger, or $1, whichever
is greater. From February 1, 2008 through March 15, 2008, no
interest shall be charged with respect to any amount of
delinquent franchise tax paid pursuant to the Franchise Tax and
License Fee Amnesty Act of 2007.
(d) If the annual franchise tax, or the supplemental annual
franchise tax for any 12-month period commencing July 1, 1968,
or July 1 of any subsequent year through June 30, 1983,
assessed in accordance with this Act, is not paid by July 31,
it is delinquent, and there is added a penalty prior to January
1, 1991, and interest on and after January 1, 1991, of 2% for
each month or part of month that it is delinquent commencing
with the month of August, or $1, whichever is greater. From
February 1, 2008 through March 15, 2008, no penalty shall be
imposed, or interest charged, with respect to any amount of
delinquent franchise taxes paid pursuant to the Franchise Tax
and License Fee Amnesty Act of 2007.

HB0391 - 86 - LRB099 00126 KTG 20126 b
(e) If the supplemental annual franchise tax assessed in
accordance with the provisions of this Act for the 12-month
period commencing July 1, 1967, is not paid by September 30,
1967, it is delinquent, and there is added a penalty prior to
January 1, 1991, and interest on and after January 1, 1991, of
2% for each month or part of month that it is delinquent
commencing with the month of October, 1967. From February 1,
2008 through March 15, 2008, no penalty shall be imposed, or
interest charged, with respect to any amount of delinquent
franchise taxes paid pursuant to the Franchise Tax and License
Fee Amnesty Act of 2007.
(f) If any annual franchise tax for any period from
beginning on or after July 1, 1983 through the day before the
effective date of this amendatory Act of the 99th General
Assembly, is not paid by the time period herein prescribed, it
is delinquent and there is added a penalty prior to January 1,
1991, and interest on and after January 1, 1991, of 2% for each
month or part of a month that it is delinquent commencing with
the anniversary month or in the case of a corporation that has
established an extended filing month, the extended filing
month, or $1, whichever is greater. From February 1, 2008
through March 15, 2008, no penalty shall be imposed, or
interest charged, with respect to any amount of delinquent
franchise taxes paid pursuant to the Franchise Tax and License
Fee Amnesty Act of 2007.
(g) Any corporation, domestic or foreign, failing to pay

HB0391 - 87 - LRB099 00126 KTG 20126 b
the prescribed fee for assumed corporate name renewal when due
and payable shall be given notice of nonpayment by the
Secretary of State by regular mail; and if the fee together
with a penalty fee of $5 is not paid within 90 days after the
notice is mailed, the right to use the assumed name shall
cease.
(h) Any corporation which (i) puts forth any sign or
advertisement, assuming any name other than that by which it is
incorporated or otherwise authorized by law to act or (ii)
violates Section 3.25, shall be guilty of a Class C misdemeanor
and shall be deemed guilty of an additional offense for each
day it shall continue to so offend.
(i) Each corporation, domestic or foreign, that fails or
refuses (1) to answer truthfully and fully within the time
prescribed by this Act interrogatories propounded by the
Secretary of State in accordance with this Act or (2) to
perform any other act required by this Act to be performed by
the corporation, is guilty of a Class C misdemeanor.
(j) Each corporation that fails or refuses to file articles
of revocation of dissolution within the time prescribed by this
Act is subject to a penalty for each calendar month or part of
the month that it is delinquent in the amount of $50.
(Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08;
96-1121, eff. 1-1-11.)
(805 ILCS 5/15.35 rep.)

HB0391 - 88 - LRB099 00126 KTG 20126 b
(805 ILCS 5/15.40 rep.)
(805 ILCS 5/15.45 rep.)
(805 ILCS 5/15.65 rep.)
(805 ILCS 5/15.70 rep.)
(805 ILCS 5/15.75 rep.)
(805 ILCS 5/15.80 rep.)
Section 25. The Business Corporation Act of 1983 is amended
by repealing Sections 15.35, 15.40, 15.45, 15.65, 15.70, 15.75,
and 15.80.
Section 99. Effective date. This Act takes effect upon
becoming law.
HB0391 - 89 - LRB099 00126 KTG 20126 b
INDEX
Statutes amended in order of appearance
220 ILCS 5/4-204 from Ch. 111 2/3, par. 4-204
310 ILCS 5/4 from Ch. 67 1/2, par. 154
625 ILCS 5/18a-200 from Ch. 95 1/2, par. 18a-200
625 ILCS 5/18c-1704 from Ch. 95 1/2, par. 18c-1704
805 ILCS 5/1.17 from Ch. 32, par. 1.17
805 ILCS 5/1.70 from Ch. 32, par. 1.70
805 ILCS 5/1.80 from Ch. 32, par. 1.80
805 ILCS 5/2.10 from Ch. 32, par. 2.10
805 ILCS 5/9.05 from Ch. 32, par. 9.05
805 ILCS 5/9.20
805 ILCS 5/12.20 from Ch. 32, par. 12.20
805 ILCS 5/12.35 from Ch. 32, par. 12.35
805 ILCS 5/12.45 from Ch. 32, par. 12.45
805 ILCS 5/13.15 from Ch. 32, par. 13.15
805 ILCS 5/13.45 from Ch. 32, par. 13.45
805 ILCS 5/13.50 from Ch. 32, par. 13.50
805 ILCS 5/13.60 from Ch. 32, par. 13.60
805 ILCS 5/13.70 from Ch. 32, par. 13.70
805 ILCS 5/14.01 from Ch. 32, par. 14.01
805 ILCS 5/14.05 from Ch. 32, par. 14.05
805 ILCS 5/14.15 from Ch. 32, par. 14.15
805 ILCS 5/14.20 from Ch. 32, par. 14.20
805 ILCS 5/14.25 from Ch. 32, par. 14.25
HB0391 - 90 - LRB099 00126 KTG 20126 b