SB0282sam001 97TH GENERAL ASSEMBLY

Sen. John J. Cullerton

Filed: 5/9/2012

09700SB0282sam001 LRB097 04883 HLH 69364 a

AMENDMENT TO SENATE BILL 282

AMENDMENT NO. ______. Amend Senate Bill 282 by replacing everything after the enacting clause with the following:

"Section 1. Short title. This Act may be cited as the Illinois Corporate Tax Disclosure and Responsibility Act.

Section 5. Definitions. As used in this Act:

"Corporation" means any entity subject to the tax imposed on corporations by Section 201 of the Illinois Income Tax or by by Section 11 of the Internal Revenue Code of 1986, as amended, except that "qualified personal service corporations", as defined in Section 448 of the Internal Revenue Code of 1986, as amended, are exempt from this Act.

"Doing business in this State" means: owning or renting real or tangible personal property physically located in this State; having employees, agents, or representatives acting on the corporation's behalf in this State; making sales of tangible personal property to purchasers that take possession of that property in this State; performing services for customers located in this State; performing services in this State; earning income from intangible personal property that has a business situs in this State; engaging in regular and systematic solicitation of sales in this State; being a partner in a partnership engaged in any of the preceding activities in this State; or being a member of a limited liability company engaged in any of the preceding activities in this State.

Section 10. Tax disclosure statement required.

(a) For each taxable year ending on or after December 31, 2012, the following corporations, if doing business in this State, shall file a statement described in this Section with the Secretary of State:

(1) all publicly traded corporations, including corporations traded on foreign stock exchanges.

(2) any corporation with respect to which 50% or more of the voting stock is owned, directly or indirectly, by a publicly traded corporation.

(b) This statement shall be filed annually in an electronic format specified by the Secretary of State, pursuant to rules adopted by the Secretary of State, no more than 30 days following the filing of the corporation's tax return required under Section 502 of the Illinois Income Tax Act, or, in the case of a corporation that is not required to file such a tax return, within 90 days after the filing of the corporation's federal income tax return, including any federal consolidated return in which the corporation is included.

(c) The statement shall contain the following information:

(1) the name of the corporation and the street address of its principal executive office;

(2) if different from item (1), the name of any corporation that owns, directly or indirectly 50% or more of the voting stock of the corporation and the street address of that corporation's principal executive office;

(3) the corporation's 4-digit North American Industry Classification System code number;

(4) a unique code number, assigned by the Secretary of State, to identify the corporation; that code number shall remain constant from year to year; and

(5) the following information used in preparing or contained in the corporation's most recent tax return filed under the Illinois Income Tax Act, or, in the case of a corporation that is not required to file a tax return under the Illinois Income Tax Act, the information that would be required to be reported on or used in preparing the tax return if the corporation had been required to file such a return:

(A) the taxable income of the corporation as modified by paragraphs 203(b)(2)(A) through 203(b)(2)(E-16) of the Illinois Income Tax Act;

(B) the base income of the corporation;

(C) the apportionment factor in the State for the corporation;

(D) the total business income of the corporation apportioned to the State;

(E) the Illinois net operating loss deduction for the corporation, if any;

(F) the total non-business income of the corporation and the amount of non-business income allocated to the State;

(G) the net income of the corporation;

(H) the corporation's total State income tax liability before credits;

(I) the corporation's total personal property tax replacement tax liability before credits;

(J) tax credits claimed by the corporation, with each credit individually enumerated;

(K) the net personal property tax replacement tax; and

(L) the net corporate income tax.

(d) A corporation doing business in this State that is not required to file a tax return under Section 502 of the Illinois Income Tax Act may, in lieu of the statement under subsection (c), elect to file a statement with the Secretary of State containing the following information:

(1) the information specified in items (1) through (4) of subsection (c) of this Section;

(2) an explanation of why the corporation is not required to file a corporate income tax return in this State, which may take the form of checking one or more possible explanations drafted by the Secretary of State; and

(3) a designation of whether the corporation's total gross receipts from sales to purchasers in this State during the taxable year was: (1) less than $10,000,000; (2) $10,000,000 or more but less than $50,000,000; (3) $50,000,000 or more but less than $100,000,000; (4) $100,000,000 or more but less than $250,000,000; or (5) $250,000,000 or more.

Section 20. Supplemental information. Any corporation that is required to submit a statement under this Act is permitted to submit supplemental information that, in the judgment of the corporation, could facilitate proper interpretation of the information included in the statement. The method of public dissemination of the information contained in the statements required under Section 35 of this Act shall ensure that any such supplemental information is publicly available and that notification of its availability is made to any person seeking information contained in the statement.

Section 25. Amended tax disclosure statements. If a corporation files an amended federal or State income tax return, then that corporation shall file a revised statement under this Section within 60 calendar days after the amended return is filed. If a corporation's tax liability for a tax year is changed as the result of an uncontested audit adjustment or final determination of liability by the Department of Revenue, or by a court of law as provided for in the Illinois Income Tax Act, then the corporation shall file a revised statement under this Section within 60 calendar days after the final determination of liability.

Section 30. Public access to tax disclosure statements. The statements required under this Act shall be public records. The Secretary of State shall make all information contained in those statements available to the public on an ongoing basis in the form of a searchable database accessible through the Internet. The Secretary of State shall set and collect from persons requesting information in the statements reasonable charges that cover the cost to the State of providing copies on appropriate computer-readable media of the entire database for statements filed during each calendar year as well as hard copies of any individual annual statement for a specific corporation. No statement for any corporation for a particular tax year shall be publicly available until the first day of the third calendar year following the calendar year in which the particular tax year ends.

Section 35. Enforcing compliance. The accuracy of the statements required under this Act shall be attested to in writing by the chief operating officer of the corporation, and shall be subject to audit by the Department of Revenue, as the agent of the Secretary of State, in the course of and under the normal procedures applicable to corporate income tax return audits. The Secretary of State by rule shall develop and implement an oversight and penalty system applicable to both the chief operating officer of the corporation and the corporation itself to ensure that corporations doing business in this State, including those not required to file a return under Section 502 of the Illinois Income Tax Act shall provide the required attestation and disclosure statements, respectively, in a timely and accurate manner. The maximum civil penalty may not exceed $100 per statement for each day during which the corporation is delinquent in filing an original statement under Section 10 or an amended statement under Section 25. The Secretary of State shall publish the name and penalty imposed upon any corporation subject to a penalty for failing to file the required statement or filing an inaccurate statement.

Section 40. Rules. The Secretary of State shall adopt rules in accordance with the Illinois Administrative Procedure Act as may be deemed necessary to carry out the purposes of this Act.

Section 99. Effective date. This Act takes effect upon becoming law.".