94TH GENERAL ASSEMBLY
State of Illinois
2005 and 2006
SB0542


 
Introduced 2/17/2005, by Sen. John J. Cullerton
 
SYNOPSIS AS INTRODUCED:
 		














805 ILCS 5/7.75
  from Ch. 32, par. 7.75







    Amends the Business Corporation Act of 1983.  In a Section concerning shareholder examination of corporate records, changes the term "books and records of accounts" to "financial records".    
















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A BILL FOR









 











SB0542

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    AN ACT concerning business.

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


 
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    Section 5. The Business Corporation Act of 1983 is amended  
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by changing Section 7.75 as follows:
 



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    (805 ILCS 5/7.75)  (from Ch. 32, par. 7.75)



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    Sec. 7.75. Corporate records - Examination by 
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shareholders. (a)
Each corporation shall keep correct and 
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complete financial records
books and records of
 account and 
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shall also keep minutes of the proceedings of its
shareholders 
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and board of directors and committees thereof; and shall keep

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at its registered
office or principal place of business in this 
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State, or at the office of
a transfer agent or registrar in 
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this State, a record of its
shareholders, giving the names and 
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addresses of all shareholders and the
number and class of the 
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shares held by each.
A record of shareholders certified by an 
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officer or transfer agent shall
be competent evidence in all 
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courts of this State.

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    (b) Any person who is a shareholder of record shall have 
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the right to
examine, in person or by agent, at any reasonable 
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time or times, the corporation's
financial records
books and 
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records of account, minutes,
voting trust agreements filed with 
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the corporation and record of shareholders,
and to make 
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extracts therefrom, but only for a proper purpose.  In order
to 
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exercise this right, a shareholder must make written demand 
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upon the
corporation, stating with particularity the records 
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sought to be examined
and the purpose therefor.

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    (c) If the corporation refuses examination, the 
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shareholder may file suit
in the circuit court of the county in 
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which either the registered agent
or principal office of the 
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corporation is located to compel by mandamus
or otherwise such 
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examination as may be proper.  If a shareholder seeks
to examine 
 


 






SB0542
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financial records
books or records of account the burden of 
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proof is upon the shareholder
to establish a proper purpose.  If 
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the purpose is to examine minutes or
the record of shareholders 
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or a voting trust agreement, the burden of proof
is upon the 
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corporation to establish that the shareholder does not have
a 
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proper purpose.

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    (d) Any officer, or agent, or a corporation which shall 
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refuse to allow
any shareholder or his or her agent so to 
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examine and make extracts from
its financial records
books and 
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records of accounts, minutes and records
of shareholders, for 
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any proper purpose, shall be liable to such shareholder,
in a 
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penalty of up to ten per cent of the value of the shares owned 
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by such
shareholder, in addition to any other damages or remedy 
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afforded him or
her by law. It shall be a defense to any action 
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for penalties under this Section
that the person suing therefor 
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has within two years sold or offered for
sale any list of 
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shareholders of such corporation or any other corporation
or 
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has aided or abetted any person in procuring any list of 
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shareholders for any such
purpose, or has improperly used any 
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information secured through any prior
examination of the 
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financial records
books and records of account, or minutes, or 
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records of
shareholders of such corporation or any other 
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corporation.

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    (e) Upon the written request of any shareholder of a 
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corporation, the
corporation shall mail to such shareholder 
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within 14 days after
receipt of such request a balance sheet as 
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of the close of its latest
fiscal year and a profit and loss 
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statement for such fiscal year;
provided that if such request 
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is received by the corporation before such
financial statements 
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are available, the corporation shall mail such
financial 
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statements within 14 days after they become available,
but in 
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any event within 120 days after the close of its
latest fiscal 
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year.

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(Source: P.A. 84-924.)