Full Text of SB2817 93rd General Assembly
SB2817 93RD GENERAL ASSEMBLY
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93RD GENERAL ASSEMBLY
State of Illinois
2003 and 2004 SB2817
Introduced 2/5/2004, by Peter J. Roskam SYNOPSIS AS INTRODUCED: |
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805 ILCS 5/15.40 |
from Ch. 32, par. 15.40 |
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Amends the Business Corporation Act of 1983. Makes a technical change in a Section concerning the basis for computation of franchise taxes payable by domestic corporations.
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A BILL FOR
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SB2817 |
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LRB093 19259 RXD 44994 b |
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| AN ACT concerning business organizations.
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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 | 5 |
| by changing Section 15.40 as follows:
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| (805 ILCS 5/15.40) (from Ch. 32, par. 15.40)
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| Sec. 15.40. Basis for computation of franchise taxes | 8 |
| payable by
domestic corporations.
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| (a) The basis for the initial franchise tax payable by a
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| domestic corporation shall be the amount represented in this | 11 |
| State,
determined in accordance with the provisions of this | 12 |
| Section, of its
paid-in capital as disclosed by its first | 13 |
| report of the issuance of shares.
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| (b) The basis for an additional franchise tax payable by a | 15 |
| domestic
corporation, except in the case of a statutory merger | 16 |
| or consolidation,
shall be the increased amount represented in | 17 |
| this State, determined in
accordance with the provisions of | 18 |
| this Section, of its paid-in
capital as disclosed by any report | 19 |
| of issuance of additional shares, or of
an increase in paid-in | 20 |
| capital without the issuance of shares, or of an
exchange or | 21 |
| reclassification of shares, or of cumulative changes in
paid-in | 22 |
| capital.
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| (c) In the case of a statutory merger or consolidation of | 24 |
| domestic
corporations, the basis for an additional franchise | 25 |
| tax payable by the
surviving or new corporation shall be the | 26 |
| increased amount represented
in this State, determined in | 27 |
| accordance with the provisions of this
Section of the paid-in | 28 |
| capital of the surviving or new corporation
immediately after | 29 |
| the merger or consolidation over the aggregate of the
amounts | 30 |
| represented in this State of the paid-in capital of the merged | 31 |
| or
consolidated corporations disclosed by the latest reports | 32 |
| filed by those
corporations, respectively, with the Secretary |
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SB2817 |
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LRB093 19259 RXD 44994 b |
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| of State as required by this
Act; provided, however, the basis | 2 |
| for a further additional franchise tax
payable by the surviving | 3 |
| or new corporation shall be determined in
accordance with the | 4 |
| provisions of this Section, on the paid-in capital of
each of | 5 |
| the merged or consolidated corporations as last reported by it | 6 |
| in
any document, other than an annual report, required by this | 7 |
| Act to be filed
with the Secretary of State, from its taxable | 8 |
| year end to the next
succeeding anniversary month or, in the | 9 |
| case of a corporation that has
established an extended filing | 10 |
| month, the next succeeding extended filing
month of the | 11 |
| surviving or new corporation; however if the taxable year
ends | 12 |
| within the 2 month period immediately preceding the anniversary | 13 |
| month
or, in the case of a corporation that has established an | 14 |
| extended filing
month, the next succeeding extended filing | 15 |
| month of the surviving or new
corporation the tax shall be | 16 |
| computed to the anniversary month or, in the
case of a | 17 |
| corporation that has established an extended filing month, the
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| next succeeding extended filing month of the surviving or new | 19 |
| corporation
in the next succeeding calendar year.
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| (d) The basis for the annual franchise tax payable by a | 21 |
| domestic
corporation
shall be the amount represented in this | 22 |
| State, determined in accordance
with the provisions of this | 23 |
| Section, of its paid-in capital on the last day
of the third | 24 |
| month preceding the anniversary month or, in the case of a
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| corporation that has established an extended filing month, on | 26 |
| the last day
of the corporation's fiscal year preceding the | 27 |
| extended filing month.
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| (e) For the purpose of determining the amount represented | 29 |
| in this State
of the paid-in capital of a domestic corporation, | 30 |
| the amount represented in
this State shall be that proportion | 31 |
| of its paid-in capital that the sum of
(1) the value of its | 32 |
| property located in this State and (2) the gross
amount of | 33 |
| business transacted by it at or from places of business in this
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| State bears to the sum of (1) the value of all of its property, | 35 |
| wherever
located, and (2) the gross amount of its business, | 36 |
| wherever transacted,
except as follows:
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| (1) If the corporation elects in its annual report in | 2 |
| any year
to
pay its franchise tax upon its entire paid-in | 3 |
| capital, all franchise taxes
accruing against the | 4 |
| corporation for that taxable year shall be computed
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| accordingly until the corporation elects otherwise in an | 6 |
| annual report for
a subsequent year.
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| (2) If the corporation fails to file its annual report
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| or final transition annual report in any year within the | 9 |
| time prescribed by
this Act, the proportion of its paid-in | 10 |
| capital represented in this State
shall be deemed to be its | 11 |
| entire paid-in capital
unless its annual report is | 12 |
| thereafter filed and its franchise taxes are
thereafter | 13 |
| adjusted by the Secretary of State in accordance with the
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| provisions of this Act, in which case the proportion shall | 15 |
| likewise be
adjusted to the same proportion that would have | 16 |
| prevailed if the
corporation had filed its annual report | 17 |
| within the time prescribed by
this Act.
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| (3) In the case of a statutory merger or consolidation
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| that becomes
effective either prior to January 1, 1991 or | 20 |
| on or prior to the last day of
the third month preceding | 21 |
| the corporation's anniversary month in 1991, the
amount of | 22 |
| the paid-in capital represented in this State of the
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| surviving or new corporation immediately after the merger | 24 |
| or
consolidation, until the filing of the next annual | 25 |
| report of such
corporation, shall be deemed to be that | 26 |
| proportion of the
paid-in capital of the surviving or new | 27 |
| corporation
that the aggregate amounts represented in this | 28 |
| State of the sum of the
paid-in capital of the merged or | 29 |
| consolidated
corporations, separately determined, bore to | 30 |
| the total of the sum of the
paid-in capital of all of the | 31 |
| merged or consolidated
corporations immediately prior to | 32 |
| the merger or consolidation.
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| (f) For increases in paid-in capital that occur either | 34 |
| prior to January
1, 1991
or on or prior to the last day of the | 35 |
| third month preceding the
corporation's anniversary month in | 36 |
| 1991, the proportion corporation on file
on the date |
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| represented in this State of the paid-in capital of a domestic
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| corporation shall be determined from information contained in | 3 |
| the latest
annual report of the corporation on file on the date | 4 |
| the particular
increase in paid-in capital is shown to have | 5 |
| been made, or, if no annual
report was on file on the date of | 6 |
| the increase, from information contained
in its articles of | 7 |
| incorporation, or, in case of a merger or consolidation
that | 8 |
| becomes effective either prior to January 1, 1991 or on or | 9 |
| prior to
the last day of the third month preceding the | 10 |
| corporation's anniversary
month in 1991, from information | 11 |
| contained in the report of the surviving or
new corporation of | 12 |
| the amount of its paid-in capital following the merger
or | 13 |
| consolidation. For increases in paid-in capital that occur | 14 |
| after both
December 31, 1990 and the last day of such third | 15 |
| month, the proportion
represented in this State of the paid-in | 16 |
| capital of a domestic corporation
shall be determined from | 17 |
| information contained in the latest annual report
of the | 18 |
| corporation for the taxable period in which the particular | 19 |
| increase
in paid-in capital is shown to have been made or, if | 20 |
| no annual report was
on file on the date of the increase, from | 21 |
| information contained in its
articles of incorporation.
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| (g) No basis under this Section may consist of any | 23 |
| redeemable preference
shares
sold to the United States | 24 |
| Secretary of Transportation under Sections 505
and 506 of | 25 |
| Public Law 94-210.
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| (Source: P.A. 91-464, eff. 1-1-00.)
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