Illinois General Assembly - Illinois Compiled Statutes

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805 ILCS 5/15.90

(805 ILCS 5/15.90) (from Ch. 32, par. 15.90)

Sec. 15.90. Statute of limitations.

(a) Except as otherwise provided
in this Section and notwithstanding anything to the contrary contained in
any other Section of this Act, no domestic corporation or foreign
corporation shall be obligated to pay any annual franchise tax, fee,
or penalty or interest thereon imposed under this Act, nor shall any
administrative or judicial sanction
(including dissolution) be imposed or enforced nor access to the courts of
this State be denied based upon nonpayment thereof more than 7 years
after the date of filing the annual report with respect to the period
during which the obligation for the tax, fee, penalty or
interest arose, unless (1) within that 7 year period the Secretary of State
sends a written notice to the corporation to the effect that (A)
administrative or judicial action to dissolve the corporation or revoke its
 authority for nonpayment of a tax, fee, penalty or interest
has been commenced; or (B) the corporation has submitted a report
but has
failed to pay a tax, fee, penalty or interest required to be paid
therewith; or (C) a report with respect to an event or action giving rise
to an obligation to pay a tax, fee, penalty or interest is required but has
not been filed, or has been filed and is in error or incomplete; or (2)
the annual report by the corporation was filed with fraudulent
intent to evade taxes payable under this Act.  A corporation
nonetheless shall be required to pay all taxes
that would have been payable during the most recent 7 year period due to a
previously unreported increase in paid-in capital that occurred prior to
that 7 year period and interest and penalties thereon for that period, except that, from February 1, 2008 through March 15, 2008, with respect to any corporation that participates in the Franchise Tax and License Fee Amnesty Act of 2007, the corporation shall be only required to pay all taxes that would have been payable during the most recent 4 year period due to a previously unreported increase in paid-in capital that occurred prior to that 7 year period.

(b) If within 2 years following a change in control of a corporation the
corporation voluntarily pays in good faith all known obligations of
the corporation imposed by this Article 15 with respect to reports that
were required to have been filed since the beginning of the 7 year period
ending on the effective date of the change in control, no action shall be
taken to enforce or collect obligations of that corporation imposed by this
Article 15 with respect to reports that were required to have been filed
prior to that 7 year period regardless of whether the limitation period set
forth in subsection (a) is otherwise applicable.  For purposes of this
subsection (b), a change in control means a transaction, or a series of
transactions consummated within a period of 180 consecutive days, as a
result of which a person which owned less than 10% of the shares having the
power to elect directors of the corporation acquires shares such that the
person becomes the holder of 80% or more of the shares having such power.
For purposes of this subsection (b) a person means any natural person,
corporation, partnership, trust or other entity together with all other
persons controlled by, controlling or under common control with such person.

(c) Except as otherwise provided in this Section and notwithstanding
anything to the contrary contained in any other Section of this Act, no foreign
corporation that has not previously obtained authority under
this Act shall, upon voluntary application for authority filed
with the Secretary of State prior to January 1, 2001, be obligated to pay any
tax, fee, penalty, or interest imposed under this Act, nor shall any
administrative or judicial sanction be imposed or enforced based upon
nonpayment thereof with respect to a period during which the obligation arose
that is prior to January 1, 1993 unless (1) prior to receipt of the application
for authority the Secretary of State had sent written notice
to
the corporation regarding its failure to obtain an application for authority, (2)
the corporation had submitted an application for authority
previously but had failed to pay any tax, fee, penalty or interest to be paid
therewith, or (3) the application for authority was submitted
by
the corporation with fraudulent intent to evade taxes payable under this Act.
A
corporation nonetheless shall be required to pay all taxes and fees due under
this Act that would have been payable since January 1, 1993  as a result of
commencing the transaction of its business in this State and interest thereon
for that period.

(Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08; 96-66, eff. 1-1-10.)