Public Act 102-0049
 
HB0115 EnrolledLRB102 00215 BMS 10217 b


  
    AN ACT concerning business.
  
 
    Be it enacted by the People of the State of Illinois,
 
represented in the General Assembly:
  
 
 
    Section 5. The Business Corporation Act of 1983 is amended  
by changing Sections 1.25 and 1.80 as follows:
 


    (805 ILCS 5/1.25)  (from Ch. 32, par. 1.25)




    Sec. 1.25. List of corporations; exchange of information. 

    (a) The Secretary of State shall
publish each year a list 
of corporations filing an annual report for the
preceding year 
in accordance with the provisions of this Act, which report

shall state the name of the corporation and the respective 
names and addresses
of the president, secretary, and 
registered agent thereof and the address
of the registered 
office in this State of each such corporation. The Secretary

of State shall publish such report as open data. shall furnish 
without charge a copy of such report to each
recorder of this 
State, and to each member of the General Assembly
and to each 
State agency or department requesting the same. The Secretary

of State shall, upon receipt of a written request and a fee as 
determined by
the
Secretary, furnish such report to anyone 
else.

    (b) (1) The Secretary of State shall publish daily a list 
of all newly
formed corporations, business and not for profit, 
chartered by him on that
day issued after receipt of the 
application.  The daily list shall contain
the same information 
as to each corporation as is provided for the corporation
list 
published under subsection (a) of this Section. The Secretary 
of State shall publish the daily list as open data. may be

obtained at the Secretary's office by any person, newspaper, 
State department
or agency, or local government for a 
reasonable charge to be determined
by the Secretary.  
Inspection of the daily list may be made at the Secretary's

office during normal business hours without charge by any 
person, newspaper,
State department or agency, or local 
government.

    (2) The Secretary shall compile the daily list mentioned 
in paragraph
(1) of subsection (b) of this Section monthly, or 
more often at the
Secretary's discretion.
The Secretary shall 
publish the compilation as open data. shall be immediately 
mailed free of charge to all local
governments requesting in 
writing receipt of such publication, or shall
be automatically 
mailed by the Secretary without charge to local governments
as 
determined by the Secretary.  The Secretary shall mail a copy 
of the
compilations free of charge to all State departments or 
agencies making
a written request.  A request for a compilation 
of the daily list once made
by a local government or State 
department or agency need not be renewed.
However, the 
Secretary may request from time to time whether the local

governments
or State departments or agencies desire to 
continue receiving the compilation.

    (3) Public data sets made available pursuant to this 
Section are provided for informational purposes only.  The 
Secretary of State does not warrant the completeness, 
accuracy, content, or fitness for any particular purpose or 
use of any public data set made available on the web portal, 
nor are such warranties to be implied or inferred with respect 
to the public data sets furnished under this Act. The 
compilations of the daily list mentioned in paragraph (2) of

subsection (b)
of this Section shall be mailed to newspapers, 
or any other person not included
as a recipient in paragraph 
(2) of subsection (b) of this Section, upon
receipt of a 
written
application signed by the applicant and accompanied by 
the payment of a
fee as determined by the Secretary.
    (4) The State is not liable for any deficiencies in the 
completeness, accuracy, content, or fitness for any particular 
purpose or use of any public data set or any third-party 
application utilizing such data set, unless such deficiencies 
are the result of willful or wanton action of the Secretary of 
State or its employees or agents.

    (c) If a domestic or foreign corporation has filed with 
the
Secretary of State an annual report for the preceding year 
or has
been newly formed or is otherwise and in any manner 
registered
with the Secretary of State, the Secretary of State 
shall exchange
with the Department of Healthcare and Family 
Services

any information concerning that corporation that may 
be
necessary for the enforcement of child support orders 
entered
pursuant to the Illinois Public Aid Code, the Illinois 
Marriage and
Dissolution of Marriage Act, the Non-Support of 
Spouse and
Children Act, the Non-Support Punishment Act, the 
Revised Uniform Reciprocal Enforcement of Support Act, the

Uniform Interstate Family Support Act, the
Illinois Parentage 
Act of 1984, or the Illinois Parentage Act of 2015.

    Notwithstanding any provisions in this Act to the 
contrary,
the Secretary of State shall not be liable
to any 
person for any disclosure of information to the Department of 
Healthcare and Family Services (formerly Illinois
Department 
of Public Aid) under this subsection  or for
any other
action 
taken in good faith to comply with the requirements of this

subsection.

(Source: P.A. 99-85, eff. 1-1-16.)

 



    (805 ILCS 5/1.80)  (from Ch. 32, par. 1.80)



    Sec. 1.80. Definitions. As used in this Act, unless the 
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
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, 
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 
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

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 
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 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.

    (z) "Open data" means data that is expressed in a 
machine-readable form and that is made freely available to the 
public under an open license, without registration 
requirement, and without any other restrictions that would 
impede its use or reuse. 
(Source: P.A. 95-368, eff. 8-23-07.)

 
    Section 10. The General Not For Profit Corporation Act of 
1986 is amended  by changing Section 101.25 and  by adding 
Section 115.90 as follows:
 



    (805 ILCS 105/101.25)  (from Ch. 32, par. 101.25)



    Sec. 101.25. Lists of corporations; exchange of 
information. 

    (a) The Secretary of
State shall include in his or her 
daily publication lists of
business corporations formed on 
that day as provided in
paragraph (1) of subsection (b) of 
Section 1.25 of the
Business Corporation Act of 1983 all 
not-for-profit
corporations formed on the day of publication 
of such lists and shall publish such information as open data 
pursuant to that subsection.

    (b) The Secretary of State shall include among information 
to be exchanged
with the Department of Healthcare and Family 
Services, as provided in subsection (c) of
Section 1.25 of the 
Business Corporation Act of 1983, information regarding all

not-for-profit corporations formed pursuant to this Act.
    (c) Public data sets made available pursuant to this 
Section are provided for informational purposes only.  The 
Secretary of State does not warrant the completeness, 
accuracy, content, or fitness for any particular purpose or 
use of any public data set made available on the web portal, 
nor are such warranties to be implied or inferred with respect 
to the public data sets furnished under this Act.
    (d)  The State is not liable for any deficiencies in the 
completeness, accuracy, content, or fitness for any particular 
purpose or use of any public data set or any third-party 
application utilizing such data set, unless such deficiencies 
are the result of willful or wanton action of the Secretary of 
State or its employees or agents.

(Source: P.A. 95-331, eff. 8-21-07.)

 
    (805 ILCS 105/115.90 new)
    Sec. 115.90. No fees for publishing lists of 
not-for-profit corporations. Nothing in this Article shall be 
construed to permit the Secretary of State to charge fees for 
lists of not-for-profit corporations published as open data 
under Section 1.25 of the Business Corporation Act of 1983.
 
    Section 15. The Limited Liability Company Act is amended  
by changing Sections 50-5 and 50-10 as follows:
 


    (805 ILCS 180/50-5)




    Sec. 50-5. List of limited liability companies; exchange 
of information. 

    (a) The Secretary of State shall may publish a list or 
lists
of limited liability companies and foreign limited 
liability
companies as open data, as often, in the format, and 
for the fees as the
Secretary of State may in his or her 
discretion provide by rule, but no less often than once per 
month. "Open data" means data that is expressed in a 
machine-readable form and that is made freely available to the 
public under an open license, without registration 
requirement, and without any other restrictions that would 
impede its use or reuse.
The Secretary of State may 
disseminate information concerning limited
liability companies 
and foreign limited liability companies
by computer network in 
the format and for the fees as may be
determined by rule.

    (b) Upon written request, any list published under 
subsection (a) shall be provided
free to each member of the 
General Assembly, to each State
agency or department, and to 
each recorder in this State.
An appropriate fee established by 
rule to cover the cost of producing the list
shall be charged 
to all others.

    (c) If a domestic or foreign limited liability company has

filed with the Secretary of State an annual report for the 
preceding
year or has been newly formed or is otherwise and in 
any manner
registered with the Secretary of State, the 
Secretary of State shall
exchange with the Department of 
Healthcare and Family Services

any information concerning that 
limited liability
company that may be necessary for the 
enforcement of child
support orders entered pursuant to the 
Illinois Public Aid Code, the
Illinois Marriage and 
Dissolution of Marriage Act, the Non-Support of Spouse
and 
Children Act, the Non-Support Punishment Act, the Revised 
Uniform Reciprocal Enforcement
of Support Act, the Uniform 
Interstate Family
Support Act, the Illinois Parentage Act of 
1984, or the Illinois Parentage Act of 2015.

    Notwithstanding any provisions in this Act to the 
contrary,
the Secretary of State shall not be liable
to any 
person for any disclosure of information to the Department of 
Healthcare and Family Services (formerly Illinois
Department 
of Public Aid) under this subsection  or for any other
action 
taken in good faith to comply with the requirements of this

subsection.
    (d) Public data sets made available pursuant to this 
Section are provided for information purposes only.  The 
Secretary of State does not warrant the completeness, 
accuracy, content, or fitness for any particular purpose or 
use of any public data set made available on the web portal, 
nor are such warranties to be implied or inferred with respect 
to the public data sets furnished under this Act.
    (e)  The State is not liable for any deficiencies in the 
completeness, accuracy, content, or fitness for any particular 
purpose or use of any public data set or any third-party 
application utilizing such data set, unless such deficiencies 
are the result of willful or wanton action of the Secretary of 
State or its employees or agents.

(Source: P.A. 99-85, eff. 1-1-16.)

 
 

    (805 ILCS 180/50-10)

 
  
    Sec. 50-10. Fees. 

    (a) The Secretary of State shall charge and collect in

accordance with the provisions of this Act and rules

promulgated under its authority all of the following:

        (1) Fees for filing documents.

        (2) Miscellaneous charges.

        (3) Fees for the sale of lists of filings and for 
    copies
of any documents.

    (b) The Secretary of State shall charge and collect for

all of the following:

        (1) Filing articles of organization (domestic), 
    application for
admission (foreign), and restated articles 
    of
organization (domestic), $150. Notwithstanding the 
    foregoing, the fee for filing articles of organization 
    (domestic), application for admission (foreign), and 
    restated articles of organization (domestic) in connection 
    with a limited liability company with a series or the 
    ability to establish a series pursuant to Section 37-40 of 
    this Act is $400.


        (2) Filing amendments (domestic or foreign), $50.

        (3) Filing a statement of termination or
application

    for withdrawal, $5.

        (4) Filing an application to reserve a name, $25.

        (5) Filing a notice of cancellation of a reserved 
    name, $5.

        (6) Filing a notice of a transfer of a reserved
name, 
    $25.

        (7) Registration of a name, $50.

        (8) Renewal of registration of a name, $50.

        (9) Filing an application for use of an assumed
name 
    under Section 1-20 of this Act, $150 for each
year or part 
    thereof ending in 0 or 5, $120 for each year or
part 
    thereof ending in 1 or 6, $90 for each year or part thereof 
    ending in 2 or
7, $60 for each year or part thereof ending 
    in 3 or 8, $30 for each year or
part thereof ending in 4 or 
    9, and a renewal for each assumed name, $150.

        (9.5) Filing an application for change of an assumed 
    name, $25. 
        (10) Filing an application for cancellation of an 
    assumed
name, $5.

        (11) Filing an annual report of a limited liability

    company or foreign limited liability company, $75, if

    filed as required by this Act, plus a penalty if

    delinquent. Notwithstanding the foregoing, the fee for 
    filing an annual report of a limited liability company or 
    foreign limited liability company is $75 plus $50 for each 
    series for which a certificate of designation has been 
    filed pursuant to Section 37-40 of this Act and is in 
    effect on the last day of the third month preceding the 
    company's anniversary month, plus a penalty if delinquent.


        (12) Filing an application for reinstatement of a

    limited liability company or foreign limited liability

    company, $200.

        (13) Filing articles of merger, $100 plus $50 for each 
    party to the
merger in excess of the first 2 parties.

        (14) (Blank).

        (15) Filing a statement of change of address of 
    registered office or change of registered agent, or both, 
    or filing a statement of correction, $25.

        (16) Filing a petition for refund, $5.

        (17)  Filing a certificate of designation of a limited 
    liability company with a series pursuant to Section 37-40 
    of this Act, $50.
        (18) (Blank).
        (19) Filing, amending, or cancelling a statement of 
    authority, $50.
        (20) Filing, amending, or cancelling a statement of 
    denial, $10. 
        (21) Filing any other document, $5.
        (22) For furnishing a copy or certified copy of any 
    document, instrument, or paper relating to a limited 
    liability company or foreign limited liability company, or 
    for a certificate, $25. 

    (c) (Blank). The Secretary of State shall charge and 
collect all
of the following:

        (1) For furnishing a copy or certified copy of any

    document, instrument, or paper relating to a limited

    liability company or foreign limited liability company,
or 
    for a certificate, $25.

        (2) For the transfer of information by computer

    process media to any purchaser, fees established by
rule.

(Source: P.A. 100-561, eff. 7-1-18; 100-571, eff. 12-20-17; 
101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)
 

    Section 99. Effective date. This Act takes effect January 
1, 2022.