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| [ Introduced ] | [ Enrolled ] | [ Senate Amendment 001 ] |
91_SB0566eng SB566 Engrossed LRB9103880DJcd 1 AN ACT to amend the Business Corporation Act of 1983 by 2 changing certain Sections. 3 Be it enacted by the People of the State of Illinois, 4 represented in the General Assembly: 5 Section 5. The Business Corporation Act of 1983 is 6 amended by changing Sections 1.15, 1.17, 8.40, 8.75, 10.05, 7 10.35, 13.45, 14.35, 15.40, 15.45, 15.70, 15.75, 15.80, 8 15.85, and 16.05 as follows: 9 (805 ILCS 5/1.15) (from Ch. 32, par. 1.15) 10 Sec. 1.15. Statement of correction. (a) Whenever any 11 instrument authorized to be filed with the Secretary of State 12 under any provision of this Act has been so filed and, as of 13 the date of the action therein referred to, contains any 14 misstatement of fact, typographical error, error of 15 transcription or any other error or defect or was defectively 16 or erroneously executed, such instrument may be corrected by 17 filing, in accordance with Section 1.10 of this Act, a 18 statement of correction. 19 (b) A statement of correction shall set forth: 20 (1) The name or names of the corporation or 21 corporations and the State or country under the laws of 22 which each is organized. 23 (2) The title of the instrument being corrected and 24 the date it was filed by the Secretary of State. 25 (3) The inaccuracy, error or defect to be corrected 26 and the portion of the instrument in corrected form. 27 (c) A statement of correction shall be executed in the 28 same manner in which the instrument being corrected was 29 required to be executed. 30 (d) The corrected instrument shall be effective as of 31 the date the original instrument was filed. SB566 Engrossed -2- LRB9103880DJcd 1 (e) A statement of correction shall not: 2 (1) Effect any change or amendment of articles 3 which would not in all respects have complied with the 4 requirements of this Act at the time of filing the 5 instrument being corrected. 6 (2) Take the place of any document, statement or 7 report otherwise required to be filed by this Act. 8 (3) Affect any right or liability accrued or 9 incurred before such filing, except that any right or 10 liability accrued or incurred by reason of the error or 11 defect being corrected shall be extinguished by such 12 filing if the person having such right has not 13 detrimentally relied on the original instrument. 14 (4) Alter the provisions of the articles of 15 incorporation with respect to the corporation name or 16 purpose, the class or classes and number of shares to be 17 authorized, and the names and addresses of the 18 incorporators or initial directors. 19 (5) Alter the provisions of the application for 20 certificate of authority of a foreign corporation with 21 respect to the corporation name. 22 (6) Alter the provisions of the application to 23 adopt or change an assumed corporate name with respect to 24 the assumed corporate name. 25 (7) Alter the wording of any resolution as filed in 26 any documentreportwith the Secretary of State and which 27 was in fact adopted by the board of directors or by the 28 shareholders. 29 (8) Alter the provisions of the statement of 30 election of an extended filing month with respect to the 31 extended filing month. 32 (f) A statement of correction may correct the basis, as 33 established by any document required to be filed by this Act, 34 of license fees, taxes, penalty, interest, or other charge SB566 Engrossed -3- LRB9103880DJcd 1 paid or payable under this Act. 2 (g) A statement of correction may provide the grounds 3 for a petition for a refund or an adjustment of an assessment 4 filed under Section 1.17 of this Act. 5 (Source: P.A. 86-985.) 6 (805 ILCS 5/1.17) (from Ch. 32, par. 1.17) 7 Sec. 1.17. Petition for refund or adjustment of license 8 fee, franchise tax,orpenalty, or interest. 9 (a) Any domestic corporation or foreign corporation 10 having authority to transact business in this State may 11 petition the Secretary of State for a refund or adjustment of 12 license fee, franchise tax,orpenalty, or interest claimed 13 to have been erroneously paid or claimed to be payable, 14 subject however to the following limitations: 15 (1) No refund shall be made unless a petition for 16 such shall have been filed in accordance with Section 17 1.10 of this Act within three years after the amount to 18 be refunded was paid; 19 (2) No adjustment of any license fee, franchise tax 20 ,orpenalty, or interest shall be made unless a petition 21 for such shall have been made within three years after 22 the amount to be adjusted should have been paid; 23 (3) If the refund or adjustment claimed is based 24 upon an instrument filed with the Secretary of State 25 which contained a misstatement of fact, typographical 26 error, error of transcription or other error or defect, 27 no refund or adjustment of any license fee, franchise tax 28 ,orpenalty, or interest shall be made unless a 29 statement of correction has been filed in accordance with 30 Section 1.15 of this Act. 31 (b) The petition for refund or adjustment shall be 32 executed in accordance with Section 1.10 of this Act and 33 shall set forth: SB566 Engrossed -4- LRB9103880DJcd 1 (1) The name of the corporation and the state or 2 country under the laws of which it is organized. 3 (2) The amount and nature of the claim. 4 (3) The details of each transaction and all facts 5 upon which the petitioner relies. 6 (4) Any other information required by rule. 7 (c) If the Secretary of State determines that any 8 license fee, franchise tax,orpenalty, or interest is 9 incorrect, in whole or in part, he or she shall adjust the 10 amount to be paid or shall refund to the corporation any 11 amount paid in excess of the proper amount; provided, 12 however, that no refund shall be made for an amount less than 13 $200 and any refund in excess of that amount shall be reduced 14 by $200, and provided further, that such refund shall be made 15 without payment of interest. 16 (Source: P.A. 88-151.) 17 (805 ILCS 5/8.40) (from Ch. 32, par. 8.40) 18 Sec. 8.40. Committees. (a) If the articles of 19 incorporation or by-laws so provide, a majority of the 20 directors may create one or more committees, each to have one 21 or more members, and appoint members of the board to serve on 22 the committee or committees. A committee'sEach committee23shall have two or moremembers shall, whoserve at the 24 pleasure of the board. 25 (b) Unless the appointment by the board of directors 26 requires a greater number, a majority of any committee shall 27 constitute a quorum and a majority of a quorum is necessary 28 for committee action. A committee may act by unanimous 29 consent in writing without a meeting and, subject to the 30 provisions of the by-laws or action by the board of 31 directors, the committee by majority vote of its members 32 shall determine the time and place of meetings and the notice 33 required therefor. SB566 Engrossed -5- LRB9103880DJcd 1 (c) To the extent specified by the board of directors or 2 in the articles of incorporation or by-laws, each committee 3 may exercise the authority of the board of directors under 4 Section 8.05; provided, however, a committee may not: 5 (1) authorize distributions, except for dividends to be 6 paid with respect to shares of any preferred or special 7 classes or any series thereof; 8 (2) approve or recommend to shareholders any act this 9 Act requires to be approved by shareholders; 10 (3) fill vacancies on the board or on any of its 11 committees; 12 (4) elect or remove officers or fix the compensation of 13 any member of the committee; 14 (5) adopt, amend or repeal the by-laws; 15 (6) approve a plan of merger not requiring shareholder 16 approval; 17 (7) authorize or approve reacquisition of shares, except 18 according to a general formula or method prescribed by the 19 board; 20 (8) authorize or approve the issuance or sale, or 21 contract for sale, of sharesor determine the designation and22relative rights, preferences, and limitations of a series of23shares, except that the board may direct a committee (i) to 24 fix the specific terms of the issuance or sale or contract 25 for sale, including without limitation the pricing terms or 26 the designation and relative rights, preferences, and 27 limitations of a series of shares if the board of directors 28 has approved the maximum number of shares to be issued 29 pursuant to such delegated authority or (ii) to fix the price 30 and the number of shares to be allocated to particular 31 employees under an employee benefit plan; or 32 (9) amend, alter, repeal, or take action inconsistent 33 with any resolution or action of the board of directors when 34 the resolution or action of the board of directors provides SB566 Engrossed -6- LRB9103880DJcd 1 by its terms that it shall not be amended, altered or 2 repealed by action of a committee. 3 (Source: P.A. 86-464.) 4 (805 ILCS 5/8.75) (from Ch. 32, par. 8.75) 5 Sec. 8.75. Indemnification of officers, directors, 6 employees and agents; insurance. 7 (a) A corporation may indemnify any person who was or is 8 a party, or is threatened to be made a party to any 9 threatened, pending or completed action, suit or proceeding, 10 whether civil, criminal, administrative or investigative 11 (other than an action by or in the right of the corporation) 12 by reason of the fact that he or she is or was a director, 13 officer, employee or agent of the corporation, or who is or 14 was serving at the request of the corporation as a director, 15 officer, employee or agent of another corporation, 16 partnership, joint venture, trust or other enterprise, 17 against expenses (including attorneys' fees), judgments, 18 fines and amounts paid in settlement actually and reasonably 19 incurred by such person in connection with such action, suit 20 or proceeding, if such person acted in good faith and in a 21 manner he or she reasonably believed to be in, or not opposed 22 to the best interests of the corporation, and, with respect 23 to any criminal action or proceeding, had no reasonable cause 24 to believe his or her conduct was unlawful. The termination 25 of any action, suit or proceeding by judgment, order, 26 settlement, conviction, or upon a plea of nolo contendere or 27 its equivalent, shall not, of itself, create a presumption 28 that the person did not act in good faith and in a manner 29 which he or she reasonably believed to be in or not opposed 30 to the best interests of the corporation or, with respect to 31 any criminal action or proceeding, that the person had 32 reasonable cause to believe that his or her conduct was 33 unlawful. SB566 Engrossed -7- LRB9103880DJcd 1 (b) A corporation may indemnify any person who was or is 2 a party, or is threatened to be made a party to any 3 threatened, pending or completed action or suit by or in the 4 right of the corporation to procure a judgment in its favor 5 by reason of the fact that such person is or was a director, 6 officer, employee or agent of the corporation, or is or was 7 serving at the request of the corporation as a director, 8 officer, employee or agent of another corporation, 9 partnership, joint venture, trust or other enterprise, 10 against expenses (including attorneys' fees) actually and 11 reasonably incurred by such person in connection with the 12 defense or settlement of such action or suit, if such person 13 acted in good faith and in a manner he or she reasonably 14 believed to be in, or not opposed to, the best interests of 15 the corporation, provided that no indemnification shall be 16 made with respect to any claim, issue, or matter as to which 17 such person has been adjudged to have been liable to the 18 corporation, unless, and only to the extent that the court in 19 which such action or suit was brought shall determine upon 20 application that, despite the adjudication of liability, but 21 in view of all the circumstances of the case, such person is 22 fairly and reasonably entitled to indemnity for such expenses 23 as the court shall deem proper. 24 (c) To the extent that a director, officer, employee or 25 agent of a corporation has been successful, on the merits or 26 otherwise, in the defense of any action, suit or proceeding 27 referred to in subsections (a) and (b), or in defense of any 28 claim, issue or matter therein, such person shall be 29 indemnified against expenses (including attorneys' fees) 30 actually and reasonably incurred by such person in connection 31 therewith. 32 (d) Any indemnification under subsections (a) and (b) 33 (unless ordered by a court) shall be made by the corporation 34 only as authorized in the specific case, upon a determination SB566 Engrossed -8- LRB9103880DJcd 1 that indemnification of the director, officer, employee or 2 agent is proper in the circumstances because he or she has 3 met the applicable standard of conduct set forth in 4 subsections (a) or (b). Such determination shall be made (1) 5 by the board of directors by a majority vote of a quorum 6 consisting of directors who were not parties to such action, 7 suit or proceeding, or (2) if such a quorum is not 8 obtainable, or, even if obtainable, if a quorum of 9 disinterested directors so directs, by independent legal 10 counsel in a written opinion, or (3) by the shareholders. 11 (e) Expenses incurred in defending a civil or criminal 12 action, suit or proceeding may be paid by the corporation in 13 advance of the final disposition of such action, suit or 14 proceeding upon receipt of an undertaking by or on behalf of 15 the director, officer, employee or agent to repay such amount 16 if it shall ultimately be determined that he or she is not 17 entitled to be indemnified by the corporation as authorized 18 in this Section. 19 (f) The indemnification and advancement of expenses 20 provided by or granted under the other subsections of this 21 Section shall not be deemed exclusive of any other rights to 22 which those seeking indemnification or advancement of 23 expenses may be entitled under any by-law, agreement, vote of 24 shareholders or disinterested directors, or otherwise, both 25 as to action in his or her official capacity and as to action 26 in another capacity while holding such office. 27 (g) A corporation may purchase and maintain insurance on 28 behalf of any person who is or was a director, officer, 29 employee or agent of the corporation, or who is or was 30 serving at the request of the corporation as a director, 31 officer, employee or agent of another corporation, 32 partnership, joint venture, trust or other enterprise, 33 against any liability asserted against such person and 34 incurred by such person in any such capacity, or arising out SB566 Engrossed -9- LRB9103880DJcd 1 of his or her status as such, whether or not the corporation 2 would have the power to indemnify such person against such 3 liability under the provisions of this Section. 4 (h) If a corporation indemnifies or advanceshas paid5indemnity or has advancedexpenses to a director or,officer 6 under subsection (b) of this Section,employee or agent,the 7 corporation shall report the indemnification or advance in 8 writing to the shareholders with or before the notice of the 9 next shareholders meeting. 10 (i) For purposes of this Section, references to "the 11 corporation" shall include, in addition to the surviving 12 corporation, any merging corporation (including any 13 corporation having merged with a merging corporation) 14 absorbed in a merger which, if its separate existence had 15 continued, would have had the power and authority to 16 indemnify its directors, officers, and employees or agents, 17 so that any person who was a director, officer, employee or 18 agent of such merging corporation, or was serving at the 19 request of such merging corporation as a director, officer, 20 employee or agent of another corporation, partnership, joint 21 venture, trust or other enterprise, shall stand in the same 22 position under the provisions of this Section with respect to 23 the surviving corporation as such person would have with 24 respect to such merging corporation if its separate existence 25 had continued. 26 (j) For purposes of this Section, references to "other 27 enterprises" shall include employee benefit plans; references 28 to "fines" shall include any excise taxes assessed on a 29 person with respect to an employee benefit plan; and 30 references to "serving at the request of the corporation" 31 shall include any service as a director, officer, employee or 32 agent of the corporation which imposes duties on, or involves 33 services by such director, officer, employee, or agent with 34 respect to an employee benefit plan, its participants, or SB566 Engrossed -10- LRB9103880DJcd 1 beneficiaries. A person who acted in good faith and in a 2 manner he or she reasonably believed to be in the best 3 interests of the participants and beneficiaries of an 4 employee benefit plan shall be deemed to have acted in a 5 manner "not opposed to the best interest of the corporation" 6 as referred to in this Section. 7 (k) The indemnification and advancement of expenses 8 provided by or granted under this Section shall, unless 9 otherwise provided when authorized or ratified, continue as 10 to a person who has ceased to be a director, officer, 11 employee, or agent and shall inure to the benefit of the 12 heirs, executors, and administrators of that person. 13 (Source: P.A. 88-43.) 14 (805 ILCS 5/10.05) (from Ch. 32, par. 10.05) 15 Sec. 10.05. Authority to amend articles of 16 incorporation. (a) A corporation may amend its articles of 17 incorporation at any time and from time to time to add a new 18 provision or to change or remove an existing provision, 19 provided that the articles as amended contain only such 20 provisions as are required or permitted in original articles 21 of incorporation at the time of amendment. The articles as 22 amended must contain all the provisions required by 23 subsection (a) of Section 2.10 except that the names and 24 addresses of the initial directors may be omittedremovedand 25 the name of the initial registered agent or the address of 26 the initial registered office may be omittedremovedif a 27 statement of change is on file. 28 (b) A corporation whose period of duration as provided 29 in the articles of incorporation has expired may amend its 30 articles of incorporation to revive its articles and extend 31 the period of corporate duration, including making the 32 duration perpetual, at any time within 5 years after the date 33 of expiration. SB566 Engrossed -11- LRB9103880DJcd 1 (Source: P.A. 84-924.) 2 (805 ILCS 5/10.35) (from Ch. 32, par. 10.35) 3 Sec. 10.35. Effect of certificate of amendment. 4 (a) The amendment shall become effective and the 5 articles of incorporation shall be deemed to be amended 6 accordingly, as of the later of: 7 (1)(a)the issuance of the certificate of amendment 8 by the Secretary of State; or 9 (2)(b)the time established under the articles of 10 amendment, not to exceed 30 days after the issuance of 11 the certificate of amendment by the Secretary of State. 12 (b) If the amendment is made in accordance with the 13 provisions of Section 10.40, upon the issuance of the 14 certificate of amendment by the Secretary of State, the 15 amendment shall become effective and the articles of 16 incorporation shall be deemed to be amended accordingly, 17 without any action thereon by the directors or shareholders 18 of the corporation and with the same effect as if the 19 amendments had been adopted by unanimous action of the 20 directors and shareholders of the corporation. 21 (c) If the amendment restates the articles of 22 incorporation, such restated articles of incorporation shall, 23 upon such amendment becoming effective, supersede and stand 24 in lieu of the corporation's preexisting articles of 25 incorporation. 26 (d) If the amendment revives the articles of 27 incorporation and extends the period of corporate duration, 28 upon the issuance of the certificate of amendment by the 29 Secretary of State, the amendment shall become effective and 30 the corporate existence shall be deemed to have continued 31 without interruption from the date of expiration of the 32 original period of duration, and the corporation shall stand 33 revived with such powers, duties and obligations as if its SB566 Engrossed -12- LRB9103880DJcd 1 period of duration had not expired; and all acts and 2 proceedings of its officers, directors and shareholders, 3 acting or purporting to act as such, which would have been 4 legal and valid but for such expiration, shall stand ratified 5 and confirmed. 6 (e) Each amendment which affects the number of issued 7 shares or the amount of paid-in capital shall be deemed to be 8 a report under the provisions of this Act. 9 (f) No amendment of the articles of incorporation of a 10 corporation shall affect any existing cause of action in 11 favor of or against such corporation, or any pending suit in 12 which such corporation shall be a party, or the existing 13 rights of persons other than shareholders; and, in the event 14 the corporate name shall be changed by amendment, no suit 15 brought by or against such corporation under its former name 16 shall be abated for that reason. 17 (Source: P.A. 83-1025.) 18 (805 ILCS 5/13.45) (from Ch. 32, par. 13.45) 19 Sec. 13.45. Withdrawal of foreign corporation. A foreign 20 corporation authorized to transact business in this State may 21 withdraw from this State upon procuring from the Secretary of 22 State a certificate of withdrawal. In order to procure such 23 certificate of withdrawal, such foreign corporation shall 24 either: 25 (a) Execute and file in duplicatetriplicate, in 26 accordance with Section 1.10 of this Act, an application for 27 withdrawal and a final report which shall set forth: 28 (1) That no proportion of its issued shares is on the 29 date of such application represented by business transacted 30 or property located in this State. 31 (2) That it surrenders its authority to transact 32 business in this State. 33 (3) That it revokes the authority of its registered SB566 Engrossed -13- LRB9103880DJcd 1 agent in this State to accept service of process and consents 2 that service of process in any suit, action, or proceeding 3 based upon any cause of action arising in this State during 4 the time the corporation was licensed to transact business in 5 this State may thereafter be made on such corporation by 6 service thereof on the Secretary of State. 7 (4) A post-office address to which may be mailed a copy 8 of any process against the corporation that may be served on 9 the Secretary of State. 10 (5) The name of the corporation and the state or country 11 under the laws of which it is organized. 12 (6) A statement of the aggregate number of issued shares 13 of the corporation itemized by classes, and series, if any, 14 within a class, as of the date of such final report. 15 (7) A statement of the amount of paid-in capital of the 16 corporation as of the date of such final report. 17 (8) Such additional information as may be necessary or 18 appropriate in order to enable the Secretary of State to 19 determine and assess any unpaid fees or franchise taxes 20 payable by such foreign corporation as in this Act 21 prescribed; or 22 (b) If it has been dissolved, file a copy of the 23 articles of dissolution duly authenticated by the proper 24 officer of the state or country under the laws of which such 25 corporation was organized. 26 (c) The application for withdrawal and the final report 27 shall be made on forms prescribed and furnished by the 28 Secretary of State. 29 (d) When the corporation has complied with subsection 30 (a) or (b) of this Section the Secretary of State shall issue 31 a certificate of withdrawal. If the provisions of subsection 32 (b) of this Section have been followed, the Secretary of 33 State shall file the copy of the articles of dissolution in 34 his or her office with one copy of the certificate of SB566 Engrossed -14- LRB9103880DJcd 1 withdrawal affixed thereto, mail the original certificate to 2 the corporation or its representative, and file one copy of3the certificate with the recorder of the county in which the4registered office of the corporation in this State is5situated, to be recorded by such recorder. The recorder6shall submit for payment to the Secretary of State, on a7quarterly basis, the amount of filing fees incurred. 8 Upon the issuance of such certificate of withdrawal, the 9 authority of the corporation to transact business in this 10 State shall cease. 11 (Source: P.A. 84-924.) 12 (805 ILCS 5/14.35) (from Ch. 32, par. 14.35) 13 Sec. 14.35. Report following merger or consolidation. 14 (a) Whenever a domestic corporation or a foreign 15 corporation authorized to transact business in this State is 16 the surviving corporation in a statutory merger or whenever a 17 domestic corporation is the new corporation in a 18 consolidation, it shall, within 60 days after the effective 19 date of the event, if the effective date occurs after both 20 December 31, 1990 and the last day of the third month 21 immediately preceding its anniversary month in 1991, execute 22 and file in accordance with Section 1.10 of this Act, a 23 report setting forth: 24 (1) The name of the corporation and the state or 25 country under the laws of which it is organized. 26 (2) A description of the merger or consolidation. 27 (3) A statement itemized by classes and series, if 28 any, within a class of the aggregate number of issued 29 shares of the corporation as last reported to the 30 Secretary of State in any document required to be filed 31 by this Act, other than an annual report, interim annual 32 report, or final transition annual report. 33 (4) A statement itemized by classes and series, if SB566 Engrossed -15- LRB9103880DJcd 1 any, within a class of the aggregate number of issued 2 shares of the corporation after giving effect to the 3 change. 4 (5) A statement, expressed in dollars, of the 5 amount of paid-in capital of the corporation as last 6 reported to the Secretary of State in any document 7 required to be filed by this Act, other than an annual 8 report, interim annual report, or final transition annual 9 report. 10 (6) A statement, expressed in dollars, of the 11 amount of paid-in capital of the corporation after giving 12 effect to the mergerchange. 13 (7) Additional information concerning each of the 14 constituent corporations that was a party to a merger or 15 consolidation as may be necessary or appropriate to 16 verify the proper amount of fees and franchise taxes 17 payable by the corporation. 18 (b) The report shall be made on forms prescribed and 19 furnished by the Secretary of State. 20 (Source: P.A. 86-1217.) 21 (805 ILCS 5/15.40) (from Ch. 32, par. 15.40) 22 Sec. 15.40. Basis for computation of franchise taxes 23 payable by domestic corporations. 24 (a) The basis for the initial franchise tax payable by a 25 domestic corporation shall be the amount represented in this 26 State, determined in accordance with the provisions of this 27 Section, of its paid-in capital as disclosed by its first 28 report of the issuance of shares. 29 (b) The basis for an additional franchise tax payable by 30 a domestic corporation, except in the case of a statutory 31 merger or consolidation, shall be the increased amount 32 represented in this State, determined in accordance with the 33 provisions of this Section, of its paid-in capital as SB566 Engrossed -16- LRB9103880DJcd 1 disclosed by any report of issuance of additional shares, or 2 of an increase in paid-in capital without the issuance of 3 shares, or of an exchange or reclassification of shares, or 4 of cumulative changes in paid-in capital. 5 (c) In the case of a statutory merger or consolidation 6 of domestic corporations, the basis for an additional 7 franchise tax payable by the surviving or new corporation 8 shall be the increased amount represented in this State, 9 determined in accordance with the provisions of this Section 10 of the paid-in capital of the surviving or new corporation 11 immediately after the merger or consolidation over the 12 aggregate of the amounts represented in this State of the 13 paid-in capital of the merged or consolidated corporations 14 disclosed by the latest reports filed by those corporations, 15 respectively, with the Secretary of State as required by this 16 Act; provided, however, the basis for a further additional 17 franchise tax payable by the surviving or new corporation 18 shall be determined in accordance with the provisions of this 19 Section, on the paid-in capital of each of the merged or 20 consolidated corporations as last reported by it in any 21 document, other than an annual report, required by this Act 22 to be filed with the Secretary of State, from its taxable 23 year end to the next succeeding anniversary month or, in the 24 case of a corporation that has established an extended filing 25 month, the next succeeding extended filing month of the 26 surviving or new corporation; however if the taxable year 27 ends within the 2 month period immediately preceding the 28 anniversary month or, in the case of a corporation that has 29 established an extended filing month, the next succeeding 30 extended filing month of the surviving or new corporation the 31 tax shall be computed to the anniversary month or, in the 32 case of a corporation that has established an extended filing 33 month, the next succeeding extended filing month of the 34 surviving or new corporation in the next succeeding calendar SB566 Engrossed -17- LRB9103880DJcd 1 year. 2 (d) The basis for the annual franchise tax payable by a 3 domestic corporation shall be the amount represented in this 4 State, determined in accordance with the provisions of this 5 Section, of its paid-in capital on the last day of the third 6 month preceding the anniversary month or, in the case of a 7 corporation that has established an extended filing month, on 8 the last day of the corporation's fiscal year preceding the 9 extended filing month. 10 (e) For the purpose of determining the amount 11 represented in this State of the paid-in capital of a 12 domestic corporation, the amount represented in this State 13 shall be that proportion of its paid-in capital that the sum 14 of (1) the value of its property located in this State and 15 (2) the gross amount of business transacted by it at or from 16 places of business in this State bears to the sum of (1) the 17 value of all of its property, wherever located, and (2) the 18 gross amount of its business, wherever transacted, except as 19 follows: 20 (1)(a)If the corporation elects in its annual 21 report in any year to pay its franchise tax upon its 22 entire paid-in capital, all franchise taxes accruing 23 against the corporation for that taxable year shall be 24 computed accordingly until the corporation elects 25 otherwise in an annual report for a subsequent year. 26 (2)(b)If the corporation fails to file its annual 27 report or final transition annual report in any year 28 within the time prescribed by this Act, the proportion of 29 its paid-in capital represented in this State shall be 30 deemed to be its entire paid-in capital unless its annual 31 report is thereafter filed and its franchise taxes are 32 thereafter adjusted by the Secretary of State in 33 accordance with the provisions of this Act, in which case 34 the proportion shall likewise be adjusted to the same SB566 Engrossed -18- LRB9103880DJcd 1 proportion that would have prevailed if the corporation 2 had filed its annual report within the time prescribed by 3 this Act. 4 (3)(c)In the case of a statutory merger or 5 consolidation that becomes effective either prior to 6 January 1, 1991 or on or prior to the last day of the 7 third month preceding the corporation's anniversary month 8 in 1991, the amount of the paid-in capital represented in 9 this State of the surviving or new corporation 10 immediately after the merger or consolidation, until the 11 filing of the next annual report of such corporation, 12 shall be deemed to be that proportion of the paid-in 13 capital of the surviving or new corporation that the 14 aggregate amounts represented in this State of the sum of 15 the paid-in capital of the merged or consolidated 16 corporations, separately determined, bore to the total of 17 the sum of the paid-in capital of all of the merged or 18 consolidated corporations immediately prior to the merger 19 or consolidation. 20 (f) For increases in paid-in capital that occur either 21 prior to January 1, 1991 or on or prior to the last day of 22 the third month preceding the corporation's anniversary month 23 in 1991, the proportion corporation on file on the date 24 represented in this State of the paid-in capital of a 25 domestic corporation shall be determined from information 26 contained in the latest annual report of the corporation on 27 file on the date the particular increase in paid-in capital 28 is shown to have been made, or, if no annual report was on 29 file on the date of the increase, from information contained 30 in its articles of incorporation, or, in case of a merger or 31 consolidation that becomes effective either prior to January 32 1, 1991 or on or prior to the last day of the third month 33 preceding the corporation's anniversary month in 1991, from 34 information contained in the report of the surviving or new SB566 Engrossed -19- LRB9103880DJcd 1 corporation of the amount of its paid-in capital following 2 the merger or consolidation. For increases in paid-in 3 capital that occur after both December 31, 1990 and the last 4 day of such third month, the proportion represented in this 5 State of the paid-in capital of a domestic corporation shall 6 be determined from information contained in the latest annual 7 report of the corporation for the taxable period in which the 8 particular increase in paid-in capital is shown to have been 9 made or, if no annual report was on file on the date of the 10 increase, from information contained in its articles of 11 incorporation. 12 (g) No basis under this Section may consist of any 13 redeemable preference shares sold to the United States 14 Secretary of Transportation under Sections 505 and 506 of 15 Public Law 94-210. 16 (Source: P.A. 86-985; 86-1217; 87-516.) 17 (805 ILCS 5/15.45) (from Ch. 32, par. 15.45) 18 Sec. 15.45. Rate of franchise taxes payable by domestic 19 corporations. 20 (a) The annual franchise tax payable by each domestic 21 corporation shall be computed at the rate of 1/12 of 1/10 of 22 1% for each calendar month or fraction thereof for the period 23 commencing on the first day of July 1983 to the first day of 24 the anniversary month in 1984, but in no event shall the 25 amount of the annual franchise tax be less than $2.08333 per 26 month assessed on a minimum of $25 per annum or more than 27 $83,333.333333 per month; thereafter, the annual franchise 28 tax payable by each domestic corporation shall be computed at 29 the rate of 1/10 of 1% for the 12-months' period commencing 30 on the first day of the anniversary month or, in cases where 31 a corporation has established an extended filing month, the 32 extended filing month of the corporation, but in no event 33 shall the amount of the annual franchise tax be less than $25 SB566 Engrossed -20- LRB9103880DJcd 1 nor more than $1,000,000 per annum. 2 (b) The annual franchise tax payable by each domestic 3 corporation at the time of filing a statement of election and 4 interim annual report shall be computed at the rate of 1/10 5 of 1% for the 12 month period commencing on the first day of 6 the anniversary month of the corporation next following such 7 filing, but in no event shall the amount of the annual 8 franchise tax be less than $25 nor more than $1,000,000 per 9 annum. 10 (c) The annual franchise tax payable at the time of 11 filing the final transition annual report shall be an amount 12 equal to (i) 1/12 of 1/10 of 1% per month of the proportion 13 of paid-in capital represented in this State as shown in the 14 final transition annual report multiplied by (ii) the number 15 of months commencing with the anniversary month next 16 following the filing of the statement of election until, but 17 excluding, the second extended filing month, less the annual 18 franchise tax theretofore paid at the time of filing the 19 statement of election, but in no event shall the amount of 20 the annual franchise tax be less than $2.08333 per month 21 assessed on a minimum of $25 per annum or more than 22 $83,333.333333 per month. 23 (d) The initial franchise tax payable after January 1, 24 1983, but prior to January 1, 1991, by each domestic 25 corporation shall be computed at the rate of 1/10 of 1% for 26 the 12 months' period commencing on the first day of the 27 anniversary month in which the certificate of incorporation 28 is issued to the corporation under Section 2.10 of this Act, 29 but in no event shall the franchise tax be less than $25 nor 30 more than $1,000,000 per annum. The initial franchise tax 31 payable on or after January 1, 1991, by each domestic 32 corporation shall be computed at the rate of 15/100 of 1% for 33 the 12 month period commencing on the first day of the 34 anniversary month in which the certificate of incorporation SB566 Engrossed -21- LRB9103880DJcd 1 is issued to the corporation under Section 2.10 of this Act, 2 but in no event shall the initial franchise tax be less than 3 $25 nor more than $1,000,000 per annum plus 1/20th of 1% of 4 the basis therefor. 5 (e) Each additional franchise tax payable by each 6 domestic corporation for the period beginning January 1, 1983 7 through December 31, 1983 shall be computed at the rate of 8 1/12 of 1/10 of 1% for each calendar month or fraction 9 thereof, between the date of each respective increase in its 10 paid-in capital and its anniversary month in 1984; thereafter 11 until the last day of the month that is both after December 12 31, 1990 and the third month immediately preceding the 13 anniversary month in 1991, each additional franchise tax 14 payable by each domestic corporation shall be computed at the 15 rate of 1/12 of 1/10 of 1% for each calendar month, or 16 fraction thereof, between the date of each respective 17 increase in its paid-in capital and its next anniversary 18 month; however, if the increase occurs within the 2 month 19 period immediately preceding the anniversary month, the tax 20 shall be computed to the anniversary month of the next 21 succeeding calendar year. Commencing with increases in 22 paid-in capital that occur subsequent to both December 31, 23 1990 and the last day of the third month immediately 24 preceding the anniversary month in 1991, the additional 25 franchise tax payable by a domestic corporation shall be 26 computed at the rate of 15/100 of 1%. 27 (Source: P.A. 86-985; 86-1217.) 28 (805 ILCS 5/15.70) (from Ch. 32, par. 15.70) 29 Sec. 15.70. Basis for computation of franchise taxes 30 payable by foreign corporations. 31 (a) The basis for the initial franchise tax payable by a 32 foreign corporation shall be the amount represented in this 33 State, determined in accordance with the provisions of this SB566 Engrossed -22- LRB9103880DJcd 1 Section, of its paid-in capital as disclosed by its 2 application for a certificate of authority to transact 3 business in this State. 4 (b) The basis for an additional franchise tax payable by 5 a corporation, except in the case of a statutory merger, 6 shall be the increased amount represented in this State, 7 determined in accordance with the provisions of this Section, 8 of its paid-in capital as disclosed by any report of issuance 9 of additional shares, or of an increase in paid-in capital 10 without the issuance of shares, or of an exchange or 11 reclassification of shares, or of cumulative changes in 12 paid-in capital. 13 (c) Whenever a foreign corporation shall be a party to a 14 statutory merger and shall be the surviving corporation, the 15 basis for an additional franchise tax shall be the increased 16 amount represented in this State, determined in accordance 17 with the provisions of this Section, of the paid-in capital 18 of the surviving corporation immediately after the merger 19 over the aggregate of the amounts represented in this State 20 of the paid-in capital of the merged corporations; provided, 21 however, the basis for a further additional franchise tax 22 payable by the surviving corporation shall be determined in 23 accordance with the provisions of this Section, on the 24 paid-in capital of each of the merged corporations from its 25 taxable year end to the next succeeding anniversary month or, 26 in the case of a corporation that has established an extended 27 filing month, the extended filing month of the surviving 28 corporation; however if the taxable year ends within the 2 29 month period immediately preceding the anniversary month or, 30 in the case of a corporation that has established an extended 31 filing month, the extended filing month of the surviving 32 corporation, the tax shall be computed to the anniversary 33 month or, in the case of a corporation that has established 34 an extended filing month, the extended filing month of the SB566 Engrossed -23- LRB9103880DJcd 1 surviving corporation in the next succeeding calendar year. 2 (d) The basis for the annual franchise tax payable by a 3 foreign corporation shall be the amount represented in this 4 State, determined in accordance with the provisions of this 5 Section, of its paid-in capital on the last day of the third 6 month preceding the anniversary month or, in the case of a 7 corporation that has established an extended filing month, on 8 the last day of the corporation's fiscal year preceding the 9 extended filing month. 10 (e) The amount represented in this State of the paid-in 11 capital of a foreign corporation shall be that proportion of 12 its paid-in capital that the sum of (1) the value of its 13 property located in this State and (2) the gross amount of 14 business transacted by it at or from places of business in 15 this State bears to the sum of (1) the value of all of its 16 property, wherever located, and (2) the gross amount of its 17 business, wherever transacted, except as follows: 18 (1)(a)If the corporation elects in its annual 19 report in any year to pay its franchise tax upon its 20 entire paid-in capital, all franchise taxes accruing 21 against the corporation for that taxable year shall be 22 computed accordingly until the corporation elects 23 otherwise in an annual report for a subsequent year. 24 (2)(b)If the corporation fails to file its annual 25 report in any year within the time prescribed by this 26 Act, the proportion of its paid-in capital represented in 27 this State shall be deemed to be its entire paid-in 28 capital, unless its annual report is thereafter filed and 29 its franchise taxes are thereafter adjusted by the 30 Secretary of State in accordance with the provisions of 31 this Act, in which case the proportion shall likewise be 32 adjusted to the same proportion that would have prevailed 33 if the corporation had filed its annual report within the 34 time prescribed by this Act. SB566 Engrossed -24- LRB9103880DJcd 1 (3)(c)In the case of a statutory merger that 2 becomes effective either prior to January 1, 1991 or on 3 or prior to the last day of the third month preceding the 4 corporation's anniversary month in 1991, the amount of 5 the paid-in capital represented in this State of the 6 surviving corporation immediately after the merger, until 7 the filing of the next annual report of such corporation, 8 shall be deemed to be that proportion of the paid-in 9 capital of the surviving corporation that the aggregate 10 amounts represented in this State of the sum of the 11 paid-in capital of the merged corporations, separately 12 determined, bore to the total of the sum of the paid-in 13 capital of all of the merged corporations immediately 14 prior to the merger. 15 (f) For increases in paid-in capital that occur either 16 prior to January 1, 1991 or on or prior to the last day of 17 the third month preceding the corporation's anniversary month 18 in 1991, the proportion represented in this State of the 19 paid-in capital of a foreign corporation shall be determined 20 from information contained in the latest annual report of the 21 corporation on file on the date the particular increase in 22 paid-in capital is shown to have been made, or, if no annual 23 report was on file on the date of the increase, from 24 information contained in its application for a certificate of 25 authority to transact business in this State, or, in case of 26 a merger that becomes effective either prior to January 1, 27 1991 or on or prior to the last day of the third month 28 preceding the surviving corporation's anniversary month in 29 1991, from information contained in the report of the 30 surviving corporation of the amount of its paid-in capital 31 following the merger. For changes in paid-in capital that 32 occur after both December 31, 1990 and the last day of such 33 third month, the proportion represented in this State of the 34 paid-in capital of a corporation shall be determined from SB566 Engrossed -25- LRB9103880DJcd 1 information contained in the latest annual report of the 2 corporation for the taxable period in which the particular 3 increase in paid-in capital is shown to have been made or, if 4 no annual report was on file on the date of the increase, 5 from information contained in its application for certificate 6 of authority to transact business in Illinois. 7 (g) No basis under this Section may consist of any 8 redeemable preference shares sold to the United States 9 Secretary of Transportation under Sections 505 and 506 of 10 Public Law 94-210. 11 (Source: P.A. 86-985; 86-1217; 87-516.) 12 (805 ILCS 5/15.75) (from Ch. 32, par. 15.75) 13 Sec. 15.75. Rate of franchise taxes payable by foreign 14 corporations. 15 (a) The annual franchise tax payable by each foreign 16 corporation shall be computed at the rate of 1/12 of 1/10 of 17 1% for each calendar month or fraction thereof for the period 18 commencing on the first day of July 1983 to the first day of 19 the anniversary month in 1984, but in no event shall the 20 amount of the annual franchise tax be less than $2.083333 per 21 month based on a minimum of $25 per annum or more than 22 $83,333.333333 per month, thereafter, the annual franchise 23 tax payable by each foreign corporation shall be computed at 24 the rate of 1/10 of 1% for the 12-months' period commencing 25 on the first day of the anniversary month or, in the case of 26 a corporation that has established an extended filing month, 27 the extended filing month of the corporation, but in no event 28 shall the amount of the annual franchise tax be less than $25 29 nor more than $1,000,000 per annum. 30 (b) The annual franchise tax payable by each foreign 31 corporation at the time of filing a statement of election and 32 interim annual report shall be computed at the rate of 1/10 33 of 1% for the 12 month period commencing on the first day of SB566 Engrossed -26- LRB9103880DJcd 1 the anniversary month of the corporation next following the 2 filing, but in no event shall the amount of the annual 3 franchise tax be less than $25 nor more than $1,000,000 per 4 annum. 5 (c) The annual franchise tax payable at the time of 6 filing the final transition annual report shall be an amount 7 equal to (i) 1/12 of 1/10 of 1% per month of the proportion 8 of paid-in capital represented in this State as shown in the 9 final transition annual report multiplied by (ii) the number 10 of months commencing with the anniversary month next 11 following the filing of the statement of election until, but 12 excluding, the second extended filing month, less the annual 13 franchise tax theretofore paid at the time of filing the 14 statement of election, but in no event shall the amount of 15 the annual franchise tax be less than $2.083333 per month 16 based on a minimum of $25 per annum or more than 17 $83,333.333333 per month. 18 (d) The initial franchise tax payable after January 1, 19 1983, but prior to January 1, 1991, by each foreign 20 corporation shall be computed at the rate of 1/10 of 1% for 21 the 12 months' period commencing on the first day of the 22 anniversary month in which the certificate of authority is 23 issued to the corporation under Section 13.15 of this Act, 24 but in no event shall the franchise tax be less than $25 nor 25 more than $1,000,000 per annum. Except in the case of a 26 foreign corporation that has begun transacting business in 27 Illinois prior to January 1, 1991, the initial franchise tax 28 payable on or after January 1, 1991, by each foreign 29 corporation, shall be computed at the rate of 15/100 of 1% 30 for the 12 month period commencing on the first day of the 31 anniversary month in which the certificate of authority is 32 issued to the corporation under Section 13.15 of this Act, 33 but in no event shall the franchise tax be less than $25 nor 34 more than $1,000,000 per annum plus 1/20 of 1% of the basis SB566 Engrossed -27- LRB9103880DJcd 1 therefor. 2 (e) Whenever the application for the certificate of 3 authority indicates that the corporation commenced 4 transacting business: 5 (1) prior to January 1, 1991, the initial franchise 6 tax shall be computed at the rate of 1/12 of 1/10 of 1% 7 for each calendar month; or 8 (2) after December 31, 1990, the initial franchise 9 tax shall be computed at the rate of 1/12 of 15/100 of 1% 10 for each calendar month. 11 (f) Each additional franchise tax payable by each 12 foreign corporation for the period beginning January 1, 1983 13 through December 31, 1983 shall be computed at the rate of 14 1/12 of 1/10 of 1% for each calendar month or fraction 15 thereof between the date of each respective increase in its 16 paid-in capital and its anniversary month in 1984; thereafter 17 until the last day of the month that is both after December 18 31, 1990 and the third month immediately preceding the 19 anniversary month in 1991, each additional franchise tax 20 payable by each foreign corporation shall be computed at the 21 rate of 1/12 of 1/10 of 1% for each calendar month, or 22 fraction thereof, between the date of each respective 23 increase in its paid-in capital and its next anniversary 24 month; however, if the increase occurs within the 2 month 25 period immediately preceding the anniversary month, the tax 26 shall be computed to the anniversary month of the next 27 succeeding calendar year. Commencing with increases in 28 paid-in capital that occur subsequent to both December 31, 29 1990 and the last day of the third month immediately 30 preceding the anniversary month in 1991, the additional 31 franchise tax payable by a foreign corporation shall be 32 computed at the rate of 15/100 of 1%. 33 (Source: P.A. 86-985; 86-1217.) SB566 Engrossed -28- LRB9103880DJcd 1 (805 ILCS 5/15.80) (from Ch. 32, par. 15.80) 2 Sec. 15.80. Computation and collection of annual 3 franchise taxes - proceeding for dissolution or revocation if 4 not paid. 5 (a) It shall be the duty of the Secretary of State to 6 collect all annual franchise taxes and penalties imposed by 7 or payable in accordance with this Act. 8 (b) During the calendar year 1983, each corporation must 9 pay its annual franchise tax within 60 days preceding July 1, 10 1983, for the taxable yearperiodbeginning July 1, 1983 to 11 each corporation's anniversary month in 1984; thereafter, 12 within 60 days prior to the first day of the anniversary 13 month or, in cases where a corporation has established an 14 extended filing month, the extended filing month each year 15 the Secretary of State shall collect from each corporation, 16 domestic or foreign, required to file an annual report in 17 such year, the franchise tax payable by it for the 12 months' 18 period commencing on the first day of the anniversary month 19 or, in cases where a corporation has established an extended 20 filing month, the extended filing month of such year or, in 21 the case of a corporation which has filed a statement of 22 election of an extended filing date, the interim period 23 resulting therefrom in accordance with the foregoing 24 provisions; and, if it has failed to file its annual report 25 and pay its franchise tax within the time prescribed by this 26 Act, the penalties and interest will be imposed pursuant to 27 this Act upon such corporation for its failure so to do; and 28 the Secretary of State shall mail a written notice to each 29 corporation against which such tax is payable, addressed to 30 such corporation at its registered office in this State, 31 notifying the corporation: (1) of the amount of franchise tax 32 payable for the taxable yearperiodand the amount of 33 penalties and interest due for failure to file its annual 34 report and pay its franchise tax; and (2) that such tax and SB566 Engrossed -29- LRB9103880DJcd 1 penalties and interest shall be payable to the Secretary of 2 State. Failure to receive such notice shall not relieve the 3 corporation of its obligation to pay the tax and any 4 penalties and any interest due or invalidate the validity 5 thereof. 6 (c) All annual franchise taxes for the taxable year 7periodcommencing on July 1, 1983 to the anniversary month of 8 each corporation in 1984 shall be due and payable by July 1, 9 1983. Beginning with January 1984, all annual reports, fees, 10 and franchise taxes shall be due and payable prior to the 11 first day of the anniversary month or, in the case of a 12 corporation which has established an extended filing month 13 subsequent to January 1, 1991, the extended filing month of 14 each corporation each year. If the annual franchise tax due 15 from any corporation subject to the provisions of this Act 16 together with all penalties and interest imposed thereon, 17 shall not be paid to the Secretary of State before the date 18 of the year in which such tax is due and payable, the 19 Secretary of State shall proceed under Section 12.40 of this 20 Act for the dissolution of a domestic corporation or under 21 Section 13.55 for revocation of a foreign corporation. 22 (d) For the purpose of enforcing collection, all annual 23 franchise taxes payable in accordance with this Act, and all 24 penalties due thereon and all interest and costs that shall 25 accrue in connection with the collection thereof, shall be a 26 prior and first lien on the real and personal property of the 27 corporation from and including the date of the year when such 28 franchise taxes become due and payable until such taxes, 29 penalties, interest, and costs shall have been paid. 30 (Source: P.A. 86-985.) 31 (805 ILCS 5/15.85) (from Ch. 32, par. 15.85) 32 Sec. 15.85. Effect of nonpayment of fees or taxes. 33 (a) The Secretary of State shall not file any articles, SB566 Engrossed -30- LRB9103880DJcd 1 statements, certificates, reports, applications, notices, or 2 other papers relating to any corporation, domestic or 3 foreign, organized under or subject to the provisions of this 4 Act until all fees, franchise taxes, and charges provided to 5 be paid in connection therewith shall have been paid to him 6 or her, or while the corporation is in default in the payment 7 of any fees, franchise taxes, charges,orpenalties, or 8 interest herein provided to be paid by or assessed against 9 it, or when the Illinois Department of Revenue has given 10 notice that the corporation is in default in the filing of a 11 return or the payment of any final assessment of tax, penalty 12 or interest as required by any tax Act administered by the 13 Department. 14 (b) The Secretary of State shall not file, with respect 15 to any domestic or foreign corporation, any document required 16 or permitted to be filed by this Act, which has an effective 17 date other than the date of filing until there has been paid 18 by such corporation to the Secretary of State all fees, taxes 19 and charges due and payable on or before said effective date. 20 (c) No corporation required to pay a franchise tax, 21 license fee,orpenalty, or interest under this Act shall 22 maintain any civil action until all such franchise taxes, 23 license fees,andpenalties, and interest have been paid in 24 full. 25 (d) The Secretary of State shall, from information 26 received from the Illinois Commerce Commission, compile and 27 keep a list of all domestic and foreign corporations which 28 are regulated pursuant to the provisions of "An Act 29 concerning public utilities", approved June 29, 1921, and 30 Chapter 18 of "The Illinois Vehicle Code", approved September 31 29, 1969, and which hold, as a prerequisite for doing 32 business in this State, any franchise, license, permit or 33 right to engage in any business regulated by such Acts. 34 (e) Within 10 days after any such corporation fails to SB566 Engrossed -31- LRB9103880DJcd 1 pay a franchise tax, license fee,orpenalty, or interest 2 required under this Act, the Secretary shall, by written 3 notice, so advise the Secretary of the Illinois Commerce 4 Commission. 5 (Source: P.A. 86-381.) 6 (805 ILCS 5/16.05) (from Ch. 32, par. 16.05) 7 Sec. 16.05. Penalties and interest imposed upon 8 corporations. 9 (a) Each corporation, domestic or foreign, that fails or 10 refuses to file any annual report or report of cumulative 11 changes in paid-in capital and pay any franchise tax due 12 pursuant to the report prior to the first day of its 13 anniversary month or, in the case of a corporation which has 14 established an extended filing month, the extended filing 15 month of the corporation shall pay a penalty of 10% of the 16 amount of any delinquent franchise tax due for the report. 17 (b) Each corporation, domestic or foreign, that fails or 18 refuses to file a report of issuance of shares or increase in 19 paid-in capital within the time prescribed by this Act is 20 subject to a penalty on any obligation occurring prior to 21 January 1, 1991, and interest on those obligations on or 22 after January 1, 1991, for each calendar month or part of 23 month that it is delinquent in the amount of 1% of the amount 24 of license fees and franchise taxes provided by this Act to 25 be paid on account of the issuance of shares or increase in 26 paid-in capital. 27 (c) Each corporation, domestic or foreign, that fails or 28 refuses to file a report of cumulative changes in paid-in 29 capital or report following merger within the time prescribed 30 by this Act is subject to interest on or after January 1, 31 1992, for each calendar month or part of month that it is 32 delinquent, in the amount of 1% of the amount of franchise 33 taxes provided by this Act to be paid on account of the SB566 Engrossed -32- LRB9103880DJcd 1 issuance of shares or increase in paid-in capital disclosed 2 on the report of cumulative changes in paid-in capital or 3 report following merger, or $1, whichever is greater. 4 (d) If the annual franchise tax, or the supplemental 5 annual franchise tax for any 12-month period commencing July 6 1, 1968, or July 1 of any subsequent year through June 30, 7 1983, assessed in accordance with this Act, is not paid by 8 July 31, it is delinquent, and there is added a penalty prior 9 to January 1, 1991, and interest on and after January 1, 10 1991, of 1% for each month or part of month that it is 11 delinquent commencing with the month of August, or $1, 12 whichever is greater. 13 (e) If the supplemental annual franchise tax assessed in 14 accordance with the provisions of this Act for the 12-month 15 period commencing July 1, 1967, is not paid by September 30, 16 1967, it is delinquent, and there is added a penalty prior to 17 January 1, 1991, and interest on and after January 1, 1991, 18 of 1% for each month or part of month that it is delinquent 19 commencing with the month of October, 1967. 20 (f) If any annual franchise tax for any period beginning 21 on or after July 1, 1983, is not paid by the time period 22 herein prescribed, it is delinquent and there is added a 23 penalty prior to January 1, 1991, and interest on and after 24 January 1, 1991, of 1% for each month or part of a month that 25 it is delinquent commencing with the anniversary month or in 26 the case of a corporation that has established an extended 27 filing month, the extended filing month, or $1, whichever is 28 greater. 29 (g) Any corporation, domestic or foreign, failing to pay 30 the prescribed fee for assumed corporate name renewal when 31 due and payable shall be given notice of nonpayment by the 32 Secretary of State by regular mail; and if the fee together 33 with a penalty fee of $5 is not paid within 90 days after the 34 notice is mailed, the right to use the assumed name shall SB566 Engrossed -33- LRB9103880DJcd 1 cease. 2 (h) Any corporation which puts forth any sign or 3 advertisement, assuming any name other than that by which it 4 is incorporated or otherwise authorized by law to act, shall 5 be guilty of a Class C misdemeanor and shall be deemed guilty 6 of an additional offense for each day it shall continue to so 7 offend. 8 (i) Each corporation, domestic or foreign, that fails or 9 refuses (1) to file in the office of the recorder within the 10 time prescribed by this Act any document required by this Act 11 to be so filed, or (2) to answer truthfully and fully within 12 the time prescribed by this Act interrogatories propounded by 13 the Secretary of State in accordance with this Act, or (3) to 14 perform any other act required by this Act to be performed by 15 the corporation, is guilty of a Class C misdemeanor. 16 (j) Each corporation that fails or refuses to file 17 articles of revocation of dissolution within the time 18 prescribed by this Act is subject to a penalty for each 19 calendar month or part of the month that it is delinquent in 20 the amount of $50. 21 (Source: P.A. 86-985; 86-1217.)