Full Text of HB3576 102nd General Assembly
HB3576eng 102ND GENERAL ASSEMBLY |
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| 1 | | AN ACT concerning business.
| 2 | | Be it enacted by the People of the State of Illinois,
| 3 | | represented in the General Assembly:
| 4 | | Section 5. The Business Corporation Act of 1983 is amended | 5 | | by changing Sections 7.05, 11.39, 15.10, 15.35, and 15.97 and | 6 | | by adding Section 14.13 as follows:
| 7 | | (805 ILCS 5/7.05) (from Ch. 32, par. 7.05)
| 8 | | Sec. 7.05. Meetings of shareholders. Meetings of | 9 | | shareholders may be held either within or
without
this State, | 10 | | as may be provided in the by-laws or in a resolution of the
| 11 | | board of directors pursuant to authority granted in the | 12 | | by-laws. In the
absence of any such provision, all meetings | 13 | | shall be held at the principal registered
office of the | 14 | | corporation in this State.
| 15 | | An annual meeting of the shareholders shall be held at | 16 | | such time as may
be provided in the by-laws or in a resolution | 17 | | of the board of directors
pursuant to authority granted in the | 18 | | by-laws. Failure to hold the annual
meeting at the designated | 19 | | time shall not work a forfeiture or dissolution
of the | 20 | | corporation nor affect the validity of corporate action. If an | 21 | | annual
meeting has not been held within the earlier of 6 six | 22 | | months after the end
of the corporation's fiscal year or 15 | 23 | | fifteen months after its last annual
meeting and if, after a |
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| 1 | | request in writing directed to the president of
the | 2 | | corporation, a notice of meeting is not given within 60 days of | 3 | | such
request, then any shareholder entitled to vote at an | 4 | | annual meeting may
apply to the circuit court of the county in | 5 | | which the registered office
or principal place of business of | 6 | | the corporation is located for an order
directing that the | 7 | | meeting be held and fixing the time and place of the
meeting. | 8 | | The court may issue such additional orders as may be necessary
| 9 | | or appropriate for the holding of the meeting.
| 10 | | Unless specifically prohibited by the articles of | 11 | | incorporation or by-laws,
a corporation may allow shareholders | 12 | | to participate in and act at any meeting
of the shareholders by | 13 | | means of remote communication, including, but not limited to,
| 14 | | through the use of a conference telephone or interactive | 15 | | technology, including
but not limited to electronic | 16 | | transmission, or Internet usage, or remote
communication, by | 17 | | means of which all persons participating in the meeting can
| 18 | | communicate with each other. Shareholders participating in a | 19 | | shareholders' meeting by means of remote communication shall | 20 | | be deemed present and may vote at such a meeting if the | 21 | | corporation has implemented reasonable measures: | 22 | | (1) to verify that each person participating remotely | 23 | | as a shareholder is a shareholder; and | 24 | | (2) to provide to such shareholders a reasonable | 25 | | opportunity to participate in the meeting and to vote on | 26 | | matters submitted to the shareholders, including the |
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| 1 | | opportunity to communicate and to read or hear the | 2 | | proceedings of the meeting. | 3 | | A shareholder entitled to vote at a meeting of the | 4 | | shareholders shall be permitted to attend the meeting | 5 | | where space permits (in the case of a meeting at a place) , | 6 | | and subject to the corporation's by-laws and rules | 7 | | governing the conduct of the meeting and the power of the | 8 | | chairman to regulate the orderly conduct of the meeting. | 9 | | Participation in such meeting shall constitute
attendance | 10 | | and presence in person at the meeting of the person or | 11 | | persons so
participating.
| 12 | | Special meetings of the shareholders may be called by the | 13 | | president, by
the board of directors, by the holders of not | 14 | | less than one-fifth of all
the outstanding shares entitled to | 15 | | vote on the matter for which the meeting
is called or by such | 16 | | other officers or persons as may be provided in the
articles of | 17 | | incorporation or the by-laws. | 18 | | Only business within the purpose or purposes described in | 19 | | the meeting notice required by Section 7.15 of this Act may be | 20 | | conducted at a special meeting of shareholders.
Unless the | 21 | | by-laws require the meeting of shareholders to be held at a | 22 | | place, the board of directors may determine that any meeting | 23 | | of the shareholders shall not be held at any place and shall | 24 | | instead be held solely by means of remote communication, but | 25 | | only if the corporation implements the measures specified in | 26 | | items (1) and (2) of this Section.
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| 1 | | (Source: P.A. 94-655, eff. 1-1-06.)
| 2 | | (805 ILCS 5/11.39)
| 3 | | Sec. 11.39.
Merger of domestic corporation and limited | 4 | | liability entities
company .
| 5 | | (a) Any one or more domestic corporations may merge with | 6 | | or into one
or more limited liability entities companies of | 7 | | this State, any other state or
states of the
United States, or | 8 | | the District of Columbia, if the laws of the other state
or | 9 | | states
or the District of Columbia permit the merger. The | 10 | | domestic corporation or
corporations and the limited liability | 11 | | entity or entities company or companies may merge with or
into | 12 | | a corporation, which may be any one of these corporations, or | 13 | | they may
merge
with or into a limited liability entity | 14 | | company , which may be any one of these limited
liability | 15 | | entities
companies , which shall be a domestic corporation or | 16 | | limited liability entity company
of this
State, any other | 17 | | state of the United States, or the District of Columbia,
which
| 18 | | permits the merger pursuant to a plan of merger complying with | 19 | | and approved in
accordance with this Section.
| 20 | | (b) The plan of merger must set forth the following:
| 21 | | (1) The names of the domestic corporation or | 22 | | corporations and limited
liability entity or entities | 23 | | company or companies proposing to merge and the name of | 24 | | the domestic
corporation or limited liability entity | 25 | | company into which they propose to merge,
which is
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| 1 | | designated as the surviving entity.
| 2 | | (2) The terms and conditions of the proposed merger | 3 | | and the mode of
carrying the same into effect.
| 4 | | (3) The manner and basis of converting the shares of | 5 | | each
domestic corporation and the interests of each | 6 | | limited liability entity company
into
shares, interests, | 7 | | obligations, other securities of the surviving entity or
| 8 | | into cash or
other property or any combination of the | 9 | | foregoing.
| 10 | | (4) In the case of a merger in which a domestic | 11 | | corporation is the
surviving entity, a statement of any | 12 | | changes in the articles of incorporation
of the
surviving | 13 | | corporation to be effected by the merger.
| 14 | | (5) Any other provisions with respect to the proposed | 15 | | merger that are
deemed necessary or desirable, including | 16 | | provisions, if any, under which the
proposed merger may be | 17 | | abandoned prior to the filing of the articles of merger
by
| 18 | | the Secretary of State of this State.
| 19 | | (c) The plan required by subsection (b) of this Section | 20 | | shall be adopted and
approved
by the constituent corporation | 21 | | or corporations in the same manner as is
provided in
Sections | 22 | | 11.05, 11.15, and 11.20 of this Act and, in the case of a | 23 | | limited
liability
entity company , in accordance with the terms | 24 | | of its operating or partnership agreement, if any, and
in
| 25 | | accordance with the laws under which it was formed.
| 26 | | (d) Upon this approval, articles of merger shall be |
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| 1 | | executed by each
constituent corporation and limited liability | 2 | | entity company and filed with the
Secretary of State. The | 3 | | merger shall become
effective for all purposes of the laws of | 4 | | this State when and as provided in
Section
11.40 of this Act | 5 | | with respect to the merger of corporations of this State.
| 6 | | (e) If the surviving entity is to be governed by the laws | 7 | | of the District of
Columbia or any state other than this State, | 8 | | it shall file with the
Secretary of
State of this State an | 9 | | agreement that it may be served with process in this
State in
| 10 | | any proceeding for enforcement of any obligation of any | 11 | | constituent corporation
or
limited liability entity company of | 12 | | this State, as well as for enforcement of any
obligation of
the | 13 | | surviving corporation or limited liability entity company | 14 | | arising from the merger,
including any suit or other | 15 | | proceeding to enforce the shareholders right to
dissent as
| 16 | | provided in Section 11.70 of this Act, and shall irrevocably | 17 | | appoint the
Secretary of
State of this State as its agent to | 18 | | accept service of process in any such suit
or other
| 19 | | proceedings.
| 20 | | (f) Section 11.50 of this Act shall, insofar as it is | 21 | | applicable, apply to
mergers between domestic corporations and | 22 | | limited liability entities companies .
| 23 | | (g) In any merger under this Section, the surviving entity | 24 | | shall not
engage in any business or exercise any power that a | 25 | | domestic corporation or
domestic limited liability entity | 26 | | company may not otherwise engage in or exercise in
this State. |
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| 1 | | Furthermore, the surviving entity shall be governed by the
| 2 | | ownership and control restrictions in Illinois law applicable | 3 | | to that type of
entity.
| 4 | | (Source: P.A. 96-1121, eff. 1-1-11.)
| 5 | | (805 ILCS 5/14.13 new) | 6 | | Sec. 14.13. Report of interim changes of domestic or | 7 | | foreign corporations. Any corporation, domestic or foreign, | 8 | | may report interim changes in the name, address or both of its | 9 | | officers and directors, its principal office or its | 10 | | minority-owned business status by filing a report under this | 11 | | Section containing the following information: | 12 | | (1) The name of the corporation. | 13 | | (2) The address, including street and number, or
rural | 14 | | route number, of its registered office in this State, and | 15 | | the name of its registered agent at that address. | 16 | | (3) The address, including street and number, or
rural | 17 | | route number, of its principal office. | 18 | | (4) The names and respective addresses, including
| 19 | | street and number, or rural route number, of its directors | 20 | | and officers. | 21 | | A statement, including the basis therefor, of
status as a | 22 | | minority-owned business or as a women-owned business as those | 23 | | terms are defined in the Business Enterprise for Minorities, | 24 | | Women, and Persons with Disabilities Act. | 25 | | The interim report of changes shall be made on forms |
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| 1 | | prescribed and furnished by the Secretary of State and shall | 2 | | be executed by the corporation by its president, a | 3 | | vice-president, secretary, assistant secretary, treasurer, or | 4 | | other officer duly authorized by the board of directors of the | 5 | | corporation to execute those reports, and verified by him or | 6 | | her, or, if the corporation is in the hands of a receiver or | 7 | | trustee, it shall be executed on behalf of the corporation and | 8 | | verified by the receiver or trustee.
| 9 | | (805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
| 10 | | Sec. 15.10. Fees for filing documents. The Secretary of | 11 | | State shall charge and collect for:
| 12 | | (a) Filing articles of incorporation, $150.
| 13 | | (b) Filing articles of amendment, $50, unless the | 14 | | amendment is a
restatement
of the articles of
incorporation, | 15 | | in which case the fee shall be $150.
| 16 | | (c) Filing articles of merger or consolidation, $100, but | 17 | | if the merger or
consolidation involves more than 2 | 18 | | corporations, $50 for each
additional corporation.
| 19 | | (d) Filing articles of share exchange, $100.
| 20 | | (e) Filing articles of dissolution, $5.
| 21 | | (f) Filing application to reserve a corporate name, $25.
| 22 | | (g) Filing a notice of transfer of a reserved corporate | 23 | | name, $25.
| 24 | | (h) Filing statement of change of address of registered | 25 | | office or
change of registered agent, or both, $25.
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| 1 | | (i) Filing statement of the establishment of a series of | 2 | | shares,
$25.
| 3 | | (j) Filing an application of a foreign corporation for | 4 | | authority to transact
business in this State, $150.
| 5 | | (k) Filing an application of a foreign corporation for | 6 | | amended authority to
transact business in this State, $25.
| 7 | | (l) Filing a copy of amendment to the articles of | 8 | | incorporation of a
foreign corporation holding authority to | 9 | | transact
business in this State, $50, unless the amendment is | 10 | | a restatement
of
the articles of incorporation, in which case | 11 | | the fee shall be $150.
| 12 | | (m) Filing a copy of articles of merger of a foreign | 13 | | corporation
holding a certificate of authority to transact | 14 | | business in this State,
$100, but if the merger involves more | 15 | | than 2 corporations, $50 for each
additional corporation.
| 16 | | (n) Filing an application for withdrawal and final report | 17 | | or a copy of
articles of dissolution of a foreign corporation, | 18 | | $25.
| 19 | | (o) Filing an annual report, interim annual report, or | 20 | | final transition
annual report of a domestic or foreign | 21 | | corporation, $75.
| 22 | | (p) Filing an application for reinstatement of a domestic | 23 | | or a foreign
corporation, $200.
| 24 | | (q) Filing an application for use of an assumed corporate | 25 | | name, $150 for
each year or part thereof
ending in 0 or 5, $120 | 26 | | for each year or part thereof ending in 1 or 6, $90
for each |
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| 1 | | year or part thereof ending in 2 or 7, $60 for each year or | 2 | | part
thereof ending in 3 or 8, $30 for each year or part | 3 | | thereof ending in 4 or 9,
between the date of filing
the | 4 | | application and the date of the renewal of the assumed | 5 | | corporate name;
and a renewal fee for each assumed corporate | 6 | | name, $150.
| 7 | | (r) To change an assumed corporate name for the period | 8 | | remaining until
the renewal date of the original assumed name, | 9 | | $25.
| 10 | | (s) Filing an application for cancellation of an assumed | 11 | | corporate name, $5.
| 12 | | (t) Filing an application to register the corporate name | 13 | | of a foreign
corporation, $50; and an annual renewal fee for | 14 | | the registered name, $50.
| 15 | | (u) Filing an application for cancellation of a registered | 16 | | name of a
foreign corporation, $25.
| 17 | | (v) Filing a statement of correction, $50.
| 18 | | (w) Filing a petition for refund or adjustment, $5.
| 19 | | (x) Filing a statement of election of an extended filing | 20 | | month, $25.
| 21 | | (y) Filing a report of interim changes, $50. | 22 | | (z) Filing any other statement or report, $5.
| 23 | | (Source: P.A. 95-331, eff. 8-21-07.)
| 24 | | (805 ILCS 5/15.35) (from Ch. 32, par. 15.35)
| 25 | | (Section scheduled to be repealed on December 31, 2025)
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| 1 | | Sec. 15.35. Franchise taxes payable by domestic | 2 | | corporations. For the privilege of exercising its franchises | 3 | | in this State, each
domestic corporation shall pay to the | 4 | | Secretary of State the following
franchise taxes, computed on | 5 | | the basis, at the rates and for the periods
prescribed in this | 6 | | Act:
| 7 | | (a) An initial franchise tax at the time of filing its | 8 | | first report of
issuance of shares.
| 9 | | (b) An additional franchise tax at the time of filing | 10 | | (1) a report of
the issuance of additional shares, or (2) a | 11 | | report of an increase in paid-in
capital without the | 12 | | issuance of shares, or (3) an amendment to the articles
of | 13 | | incorporation or a report of cumulative changes in paid-in | 14 | | capital,
whenever any amendment or such report discloses | 15 | | an increase in its paid-in
capital over the amount thereof | 16 | | last reported in any document, other than
an annual | 17 | | report, interim annual report or final transition annual | 18 | | report
required by this Act to be filed in the office of | 19 | | the Secretary of State.
| 20 | | (c) An additional franchise tax at the time of filing | 21 | | a report of paid-in
capital following a statutory merger | 22 | | or consolidation, which discloses that
the paid-in capital | 23 | | of the surviving or new corporation immediately after
the | 24 | | merger or consolidation is greater than the sum of the | 25 | | paid-in capital
of all of the merged or consolidated | 26 | | corporations as last reported
by them in any documents, |
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| 1 | | other than annual reports, required by this Act
to be | 2 | | filed in the office of the Secretary of State; and in | 3 | | addition, the
surviving or new corporation shall be liable | 4 | | for a further additional franchise
tax on the paid-in | 5 | | capital of each of the merged or consolidated
corporations | 6 | | as last reported by them in any document, other than an | 7 | | annual
report, required by this Act to be filed with the | 8 | | Secretary of State from
their taxable year end to the next | 9 | | succeeding anniversary month or, in
the case of a | 10 | | corporation which has established an extended filing | 11 | | month,
the extended filing month of the surviving or new | 12 | | corporation; however if
the taxable year ends within the | 13 | | 2-month 2 month period immediately preceding the
| 14 | | anniversary month or, in the case of a corporation which | 15 | | has established an
extended filing month, the extended | 16 | | filing month of the surviving or new
corporation the tax | 17 | | will be computed to the anniversary month or, in the
case | 18 | | of a corporation which has established an extended filing | 19 | | month, the
extended filing month of the surviving or new | 20 | | corporation in the next
succeeding calendar year.
| 21 | | (d) An annual franchise tax payable each year with the | 22 | | annual report
which the corporation is required by this | 23 | | Act to file.
| 24 | | (e) On or after January 1, 2020 and prior to January 1, | 25 | | 2021, the first $30 in liability is exempt from the tax imposed | 26 | | under this Section. On or after January 1, 2021 and prior to |
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| 1 | | January 1, 2022, the first $1,000 in liability is exempt from | 2 | | the tax imposed under this Section. On or after January 1, 2022 | 3 | | and prior to January 1, 2023, the first $10,000 in liability is | 4 | | exempt from the tax imposed under this Section. On or after | 5 | | January 1, 2023 and prior to January 1, 2024, the first | 6 | | $100,000 in liability is exempt from the tax imposed under | 7 | | this Section. The provisions of this Section shall not require | 8 | | the payment of any franchise tax that would otherwise have | 9 | | been due and payable on or after January 1, 2024. There shall | 10 | | be no refunds or proration of franchise tax for any taxes due | 11 | | and payable on or after January 1, 2024 on the basis that a | 12 | | portion of the corporation's taxable year extends beyond | 13 | | January 1, 2024. Public Act 101-9 This amendatory Act of the | 14 | | 101st General Assembly shall not affect any right accrued or | 15 | | established, or any liability or penalty incurred prior to | 16 | | January 1, 2024. | 17 | | (f) This Section is repealed on December 31, 2024 2025 . | 18 | | (Source: P.A. 101-9, eff. 6-5-19; revised 7-18-19.)
| 19 | | (805 ILCS 5/15.97) (from Ch. 32, par. 15.97)
| 20 | | (Section scheduled to be repealed on December 31, 2022)
| 21 | | Sec. 15.97. Corporate Franchise Tax Refund Fund.
| 22 | | (a) Beginning July 1, 1993, a percentage of the amounts | 23 | | collected
under Sections 15.35, 15.45, 15.65, and 15.75 of | 24 | | this Act shall be
deposited into the Corporate Franchise Tax | 25 | | Refund Fund, a special Fund
hereby created in the State |
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| 1 | | treasury. From July 1, 1993, until December 31,
1994, there | 2 | | shall be deposited into the Fund 3% of the amounts received
| 3 | | under those Sections. Beginning January 1, 1995, and for each | 4 | | fiscal year
beginning thereafter, 2% of the amounts collected | 5 | | under those Sections
during the preceding fiscal year shall be | 6 | | deposited into the Fund.
| 7 | | (b) Beginning July 1, 1993, moneys in the Fund shall be | 8 | | expended
exclusively for the purpose of paying refunds payable | 9 | | because of overpayment
of franchise taxes, penalties, or | 10 | | interest under Sections 13.70, 15.35,
15.45, 15.65, 15.75, and | 11 | | 16.05 of this
Act and making transfers authorized under this | 12 | | Section. Refunds in
accordance with the provisions of | 13 | | subsections (f) and (g) of Section 1.15
and Section 1.17 of | 14 | | this Act may be made from the Fund only to the extent that
| 15 | | amounts collected under Sections 15.35, 15.45, 15.65, and | 16 | | 15.75 of this Act
have been deposited in the Fund and remain | 17 | | available. On or before August 31 of each year, the balance in | 18 | | the Fund in excess of $100,000 shall be transferred to the | 19 | | General Revenue Fund. Notwithstanding the provisions of this | 20 | | subsection, for the period commencing on or after July 1, | 21 | | 2022, amounts in the fund shall not be transferred to the | 22 | | General Revenue Fund and shall be used to pay refunds in | 23 | | accordance with the provisions of this Act. Within a | 24 | | reasonable time after December 31, 2022, the Secretary of | 25 | | State shall direct and the Comptroller shall order transferred | 26 | | to the General Revenue Fund all amounts remaining in the fund.
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| 1 | | (c) This Act shall constitute an irrevocable and | 2 | | continuing
appropriation from the Corporate Franchise Tax | 3 | | Refund Fund for the purpose
of paying refunds upon the order of | 4 | | the Secretary of State in accordance
with the provisions of | 5 | | this Section.
| 6 | | (d) This Section is repealed on December 31, 2024 2022 . | 7 | | (Source: P.A. 101-9, eff. 6-5-19.)
| 8 | | Section 10. The Benefit Corporation Act is amended by | 9 | | changing Sections 1.10 and 2.01 as follows: | 10 | | (805 ILCS 40/1.10)
| 11 | | Sec. 1.10. Definitions. As used in this Act, unless the | 12 | | context otherwise requires, the words and phrases defined in | 13 | | this Section shall have the meanings set forth herein. | 14 | | "Benefit corporation" means a corporation organized under | 15 | | the Business Corporation Act of 1983 or a foreign benefit | 16 | | corporation organized under the laws of another state, | 17 | | authorized to transact business in this State, and :
| 18 | | (1) which has elected to become subject to this Act; | 19 | | and
| 20 | | (2) whose status as a benefit corporation has not been | 21 | | terminated under Section 2.10.
| 22 | | "Benefit director" means either:
| 23 | | (1) the director designated as the benefit director of | 24 | | a benefit corporation under Section 4.05; or
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| 1 | | (2) a person with one or more of the powers, duties, or | 2 | | rights of a benefit director to the extent provided in the | 3 | | bylaws pursuant to Section 4.05.
| 4 | | "Benefit enforcement proceeding" means a claim or action | 5 | | for:
| 6 | | (1) the failure of a benefit corporation to pursue or | 7 | | create general public benefit or a specific public benefit | 8 | | set forth in its articles of incorporation; or
| 9 | | (2) a violation of an obligation, duty, or standard of | 10 | | conduct under this Act.
| 11 | | "Benefit officer" means the individual designated as the | 12 | | benefit officer of a benefit corporation under Section 4.15.
| 13 | | "General public benefit" means a material positive impact | 14 | | on society and the environment, taken as a whole, assessed | 15 | | against a third-party standard, from the business and | 16 | | operations of a benefit corporation.
| 17 | | "Independent" means having no material relationship with a | 18 | | benefit corporation or a subsidiary of the benefit | 19 | | corporation. A person serving as benefit director or benefit | 20 | | officer may be considered independent. For the purposes of | 21 | | this definition, a percentage of ownership in an entity shall | 22 | | be calculated as if all outstanding rights to acquire equity | 23 | | interests in the entity have been exercised. A material | 24 | | relationship between a person and a benefit corporation or any | 25 | | of its subsidiaries will be conclusively presumed to exist if:
| 26 | | (1) the person is, or has been within the last 3 years, |
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| 1 | | an employee other than a benefit officer of the benefit | 2 | | corporation or a subsidiary of the benefit corporation;
| 3 | | (2) an immediate family member of the person is, or | 4 | | has been within the last 3 years, an executive officer | 5 | | other than a benefit officer of the benefit corporation or | 6 | | its subsidiaries;
or | 7 | | (3) there is beneficial or record ownership of 5% or | 8 | | more of the outstanding shares of the benefit corporation | 9 | | by:
| 10 | | (A) the person; or
| 11 | | (B) an entity:
| 12 | | (i) of which the person is a director, an | 13 | | officer, or a manager; or
| 14 | | (ii) in which the person owns beneficially or | 15 | | of record 5% or more of the outstanding equity | 16 | | interests.
| 17 | | "Minimum status vote" means that:
| 18 | | (1) in the case of a corporation, in addition to any | 19 | | other approval or vote required by the Business | 20 | | Corporation Act of 1983, the bylaws, or the articles of | 21 | | incorporation:
| 22 | | (A) the shareholders of every class or series | 23 | | shall be entitled to vote on the corporate action | 24 | | regardless of a limitation stated in the articles of | 25 | | incorporation or bylaws on the voting rights of any | 26 | | class or series; and
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| 1 | | (B) the corporate action shall be approved by vote | 2 | | of the outstanding shares of each class or series | 3 | | entitled to vote by at least two-thirds of the votes | 4 | | that all shareholders of the class or series are | 5 | | entitled to cast on the action; and
| 6 | | (2) in the case of an entity organized under the laws | 7 | | of this State that is not a corporation, in addition to any | 8 | | other approval, vote, or consent required by the statutory | 9 | | law, if any, that principally governs the internal affairs | 10 | | of the entity or any provision of the publicly filed | 11 | | record or document required to form the entity, if any, or | 12 | | of any agreement binding on some or all of the holders of | 13 | | equity interests in the entity:
| 14 | | (A) the holders of every class or series of equity | 15 | | interest in the entity that are entitled to receive a | 16 | | distribution of any kind from the entity shall be | 17 | | entitled to vote on or consent to the action | 18 | | regardless of any otherwise applicable limitation on | 19 | | the voting or consent rights of any class or series; | 20 | | and
| 21 | | (B) the action must be approved by a vote or | 22 | | consent of at least two-thirds of such holders.
| 23 | | "Specific public benefit" means:
| 24 | | (1) providing low-income or underserved individuals or | 25 | | communities with beneficial products or services;
| 26 | | (2) promoting economic opportunity for individuals or |
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| 1 | | communities beyond the creation of jobs in the ordinary | 2 | | course of business;
| 3 | | (3) preserving the environment;
| 4 | | (4) improving human health;
| 5 | | (5) promoting the arts, sciences or advancement of | 6 | | knowledge;
| 7 | | (6) increasing the flow of capital to entities with a | 8 | | public benefit purpose; or
| 9 | | (7) the accomplishment of any other particular benefit | 10 | | for society or the environment.
| 11 | | "Subsidiary" of a person means an entity in which the | 12 | | person owns beneficially or of record 50% or more of the | 13 | | outstanding equity interests. For the purposes of this | 14 | | subsection, a percentage of ownership in an entity shall be | 15 | | calculated as if all outstanding rights to acquire equity | 16 | | interests in the entity have been exercised.
| 17 | | "Third-party standard" means a standard for defining, | 18 | | reporting, and assessing overall corporate, social, and | 19 | | environmental performance that:
| 20 | | (1) is a comprehensive assessment of the impact of the | 21 | | business and the business' operations upon the | 22 | | considerations listed in subdivisions (a)(1)(B) through | 23 | | (a)(1)(E) of Section 4.01; | 24 | | (2) is developed by an entity that has no material | 25 | | financial relationship with the benefit corporation or any | 26 | | of its subsidiaries; |
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| 1 | | (3) is developed by an entity that is not materially | 2 | | financed by any of the following organizations and not | 3 | | more than one-third of the members of the governing body | 4 | | of the entity are representatives of:
| 5 | | (A) associations of businesses operating in a | 6 | | specific industry, the performance of whose members is | 7 | | measured by the standard;
| 8 | | (B) businesses from a specific industry or an | 9 | | association of businesses in that industry; or
| 10 | | (C) businesses whose performance is assessed | 11 | | against the standard; and
| 12 | | (4) is developed by an entity that:
| 13 | | (A) accesses necessary and appropriate expertise | 14 | | to assess overall corporate social and environmental | 15 | | performance; and
| 16 | | (B) uses a balanced multi-stakeholder approach, | 17 | | including a public comment period of at least 30 days | 18 | | to develop the standard; and
| 19 | | (5) makes the following information regarding the | 20 | | standard publicly available:
| 21 | | (A) the factors considered when measuring the | 22 | | overall social and environmental performance of a | 23 | | business and the relative weight, if any, given to | 24 | | each of those factors;
| 25 | | (B) the identity of the directors, officers, any | 26 | | material owners, and the governing body of the entity |
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| 1 | | that developed, and controls revisions to, the | 2 | | standard, and the process by which
revisions to the | 3 | | standard and changes to the membership of the | 4 | | governing body are made; and | 5 | | (C) an accounting of the sources of financial | 6 | | support for the entity, with sufficient detail to | 7 | | disclose any relationships that could reasonably be | 8 | | considered to present a potential conflict of | 9 | | interest.
| 10 | | (Source: P.A. 97-885, eff. 1-1-13.) | 11 | | (805 ILCS 40/2.01)
| 12 | | Sec. 2.01. Formation of benefit corporations. A benefit | 13 | | corporation must be formed in accordance with Article 2 of the | 14 | | Business Corporation Act of 1983 or be a foreign benefit | 15 | | corporation organized under the laws of another state and | 16 | | authorized to transact business in this State . In addition to | 17 | | the formation requirements of that Act, the articles of | 18 | | incorporation of a benefit corporation must state that it is a | 19 | | benefit corporation in accordance with the provisions of this | 20 | | Article.
| 21 | | (Source: P.A. 97-885, eff. 1-1-13.) | 22 | | Section 15. The
Uniform Limited Partnership Act (2001) is | 23 | | amended by changing Section 1308 as follows: |
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| 1 | | (805 ILCS 215/1308) | 2 | | Sec. 1308. Department of Business Services Special | 3 | | Operations Fund. | 4 | | (a) A special fund in the State Treasury is created and | 5 | | shall be known as the Department of Business Services Special | 6 | | Operations Fund. Moneys deposited into the Fund shall, subject | 7 | | to appropriation, be used by the Department of Business | 8 | | Services of the Office of the Secretary of State, hereinafter | 9 | | "Department", to create and maintain the capability to perform | 10 | | expedited services in response to special requests made by the | 11 | | public for same day or 24 hour service. Moneys deposited into | 12 | | the Fund shall be used for, but not limited to, expenditures | 13 | | for personal services, retirement, Social Security, | 14 | | contractual services, equipment, electronic data processing, | 15 | | and telecommunications. | 16 | | (b) The balance in the Fund at the end of any fiscal year | 17 | | shall not exceed $600,000 and any amount in excess thereof | 18 | | shall be transferred to the General Revenue Fund. | 19 | | (c) All fees payable to the Secretary of State under this | 20 | | Section shall be deposited into the Fund. No other fees or | 21 | | charges collected under this Act shall be deposited into the | 22 | | Fund. | 23 | | (d) "Expedited services" means services rendered within | 24 | | the same day, or within 24 hours from the time the request | 25 | | therefor is submitted by the filer, law firm, service company, | 26 | | or messenger physically in person or, at the Secretary of |
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| 1 | | State's discretion, by electronic means, to the Department's | 2 | | Springfield Office or Chicago Office and includes requests for | 3 | | certified copies and , photocopies, and certificates of | 4 | | existence or abstracts of computer record made to the | 5 | | Department's Springfield Office in person or by telephone, or | 6 | | requests for certificates of existence or abstracts of | 7 | | computer record made in person or by telephone to the | 8 | | Department's Chicago Office. A request submitted by electronic | 9 | | means may not be considered a request for expedited services | 10 | | solely because of its submission by electronic means, unless | 11 | | expedited service is requested by the filer. | 12 | | (e) Fees for expedited services shall be as follows: | 13 | | Merger, $200; | 14 | | Certificate of limited partnership, $100; | 15 | | Certificate of amendment, $100; | 16 | | Reinstatement, $100; | 17 | | Application for admission to transact business, $100; | 18 | | Abstract Certificate of existence or abstract of | 19 | | computer record, $20; | 20 | | All other filings, copies of documents, annual renewal | 21 | | reports, and copies of documents of canceled limited | 22 | | partnerships, $50.
| 23 | | (f) Filing of annual renewal reports and requests for | 24 | | certificates of existence shall be made in real time only, | 25 | | without expedited services available. | 26 | | (Source: P.A. 100-186, eff. 7-1-18; 100-561, eff. 7-1-18; |
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| 1 | | 101-81, eff. 7-12-19.)
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