Public Act 90-0421 of the 90th General Assembly

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Public Act 90-0421

SB952 Enrolled                                LRB9002543DJgcB

    AN ACT concerning business.

    Be it enacted by the People of  the  State  of  Illinois,
represented in the General Assembly:

                          ARTICLE 5

    Section  5-1.  Short title.  This Article may be cited as
the Choice of Law and Forum Act.

    Section  5-5.   Choice  of  law.   The  parties  to   any
contract, agreement, or undertaking, contingent or otherwise,
in consideration of or relating to any obligation arising out
of  a  transaction  covering  in  the aggregate not less than
$250,000,  including  a  transaction  otherwise  covered   by
subsection  (1)  of  Section  1-105 of the Uniform Commercial
Code, may agree that the law of  this  State  shall    govern
their  rights  and duties in whole or in part, whether or not
the contract, agreement, or undertaking  bears  a  reasonable
relation  to this State.  This Section shall not apply to any
contract, agreement, or undertaking (i) for labor or personal
services, (ii) relating  to  any  transaction  for  personal,
family,  or  household  services,  or  (iii)  to  the  extent
provided  to  the contrary in subsection (2) of Section 1-105
of the Uniform Commercial Code.  Nothing  contained  in  this
Section  shall  be construed to limit or deny the enforcement
of any provision  respecting  choice  of  law  in  any  other
contract, agreement, or undertaking.

    Section  5-10.   Choice of forum. Any person may maintain
an  action  or  proceeding  against  a  foreign  corporation,
non-resident, or foreign state if the  action  or  proceeding
arises  out  of  or  relates  to  any contract, agreement, or
undertaking for which a choice of Illinois law has been  made
in whole or in part pursuant to Section 5-5 and that (i) is a
contract, agreement, or undertaking, contingent or otherwise,
in consideration of or relating to any obligation arising out
of  a  transaction  covering  in  the aggregate not less than
$500,000 and (ii) contains a provision  or  provisions  under
which  the  foreign  corporation  or  non-resident  agrees to
submit to the jurisdiction  of  the  courts  of  this  State.
Nothing  contained  in  this  Section  shall  be construed to
affect the enforcement of any provision respecting choice  of
forum in any contract, agreement, or undertaking.

                         ARTICLE 10

    Section  10-5.   The  Business Corporation Act of 1983 is
amended by changing Sections 1.80, 8.60, 14.30, and 15.90 and
adding Sections 9.20 and 13.75 as follows:

    (805 ILCS 5/1.80) (from Ch. 32, par. 1.80)
    Sec. 1.80.  Definitions. As used in this Act, unless  the
context  otherwise requires, the words and phrases defined in
this Section shall have the meanings set forth herein.
    (a)  "Corporation"  or  "domestic  corporation"  means  a
corporation subject to the provisions of this Act,  except  a
foreign corporation.
    (b)  "Foreign corporation" means a corporation for profit
organized  under  laws other than the laws of this State, but
shall not include a  foreign  banking  corporation  organized
under  the laws of a country other than the United States and
holding a certificate of authority from the  Commissioner  of
Banks  and Real Estate issued pursuant to the Foreign Banking
Office Act.
    (c)  "Articles  of  incorporation"  means  the   original
articles   of   incorporation,   including  the  articles  of
incorporation of a new corporation set forth in the  articles
of   consolidation,   and  all  amendments  thereto,  whether
evidenced by  articles  of  amendment,  articles  of  merger,
articles  of  exchange,  statement  of  correction  affecting
articles,  resolution  establishing  series  of  shares  or a
statement  of  cancellation  under  Section  9.05.   Restated
articles  of  incorporation  shall  supersede  the   original
articles of incorporation and all amendments thereto prior to
the  effective  date  of  filing  the  articles  of amendment
incorporating the restated articles of incorporation.
    (d)  "Subscriber" means one who subscribes for shares  in
a corporation, whether before or after incorporation.
    (e)  "Incorporator"  means  one  of  the  signers  of the
original articles of incorporation.
    (f)  "Shares" means the units into which the  proprietary
interests in a corporation are divided.
    (g)  "Shareholder" means one who is a holder of record of
shares in a corporation.
    (h)  "Certificate"  representing  shares  means a written
instrument executed by  the  proper  corporate  officers,  as
required  by  Section  6.35  of this Act, evidencing the fact
that the person therein named is the holder of record of  the
share  or  shares  therein  described.  If the corporation is
authorized to issue uncertificated shares in accordance  with
Section 6.35 of this Act, any reference in this Act to shares
represented   by   a   certificate   shall   also   refer  to
uncertificated shares and  any  reference  to  a  certificate
representing shares shall also refer to the written notice in
lieu of a certificate provided for in Section 6.35.
    (i)  "Authorized  shares"  means  the aggregate number of
shares of all classes which the corporation is authorized  to
issue.
    (j)  "Paid-in  capital"  means  the  sum  of the cash and
other  consideration  received,  less   expenses,   including
commissions,   paid   or  incurred  by  the  corporation,  in
connection with the issuance of shares,  plus  any  cash  and
other  consideration  contributed to the corporation by or on
behalf of its shareholders, plus amounts added or transferred
to paid-in capital by action of the  board  of  directors  or
shareholders  pursuant  to  a share dividend, share split, or
otherwise, minus reductions as provided elsewhere in this Act
from that sum effected by an acquisition and cancellation  of
its  own  shares, to the extent of the cost of the reacquired
and cancelled shares or a lesser amount as may be elected  by
the  corporation.   Irrespective of the manner of designation
thereof by the laws under which a foreign corporation  is  or
may  be  organized,  paid-in capital of a foreign corporation
shall be determined on the same basis and in the same  manner
as paid-in capital of a domestic corporation, for the purpose
of  computing license fees, franchise taxes and other charges
imposed by this Act.
    (k)  "Net assets", for the  purpose  of  determining  the
right  of  a  corporation  to  purchase its own shares and of
determining the right of a corporation  to  declare  and  pay
dividends  and  make  other  distributions to shareholders is
equal to the difference between the assets of the corporation
and the liabilities of the corporation.
    (l)  "Registered office" means that office maintained  by
the  corporation  in  this  State, the address of which is on
file in the office of the Secretary of State,  at  which  any
process, notice or demand required or permitted by law may be
served upon the registered agent of the corporation.
    (m)  "Insolvent"  means  that  a corporation is unable to
pay its debts as they become due in the usual course  of  its
business.
    (n)  "Anniversary"  means  that day each year exactly one
or more years after:
         (1)  the date on the  certificate  of  incorporation
    issued  under  Section 2.10 of this Act, in the case of a
    domestic corporation;
         (2)  the date on the certificate of authority issued
    under Section 13.15 of this Act, in the case of a foreign
    corporation; or
         (3)  the date on the  certificate  of  consolidation
    issued  under  Section 11.25 of this Act in the case of a
    consolidation, unless the plan of consolidation  provides
    for a delayed effective date, pursuant to Section 11.40.
    (o)  "Anniversary  month"  means  the  month in which the
anniversary of the corporation occurs.
    (p)  "Extended filing month" means  the  month  (if  any)
which   shall   have   been   established   in  lieu  of  the
corporation's anniversary month in  accordance  with  Section
14.01.
    (q)  "Taxable year" means that 12 month period commencing
with  the first day of the anniversary month of a corporation
through the last day of the month immediately  preceding  the
next  occurrence of the anniversary month of the corporation,
except that in the case of a corporation that has established
an extended filing month "taxable year" means that  12  month
period  commencing  with the first day of the extended filing
month through the last day of the month immediately preceding
the next occurrence of the extended filing month.
    (r)  "Fiscal year" means the 12 month period with respect
to which a corporation ordinarily files  its  federal  income
tax return.
    (s)  "Close  corporation"  means  a corporation organized
under or electing to be subject to Article 2A  of  this  Act,
the articles of incorporation of which contain the provisions
required  by  Section  2.10,  and  either  the  corporation's
articles of incorporation or an agreement entered into by all
of  its shareholders provide that all of the issued shares of
each  class  shall  be  subject  to  one  or  more   of   the
restrictions  on  transfer  set forth in Section 6.55 of this
Act.
    (t)  "Common  shares"  means   shares   which   have   no
preference over any other shares with respect to distribution
of  assets  on  liquidation  or  with  respect  to payment of
dividends.
    (u)  "Delivered", for the purpose of determining  if  any
notice required by this Act is effective, means:
         (1)  transferred  or presented to someone in person;
    or
         (2)  deposited in the United States  Mail  addressed
    to the person at his, her or its address as it appears on
    the   records   of   the   corporation,  with  sufficient
    first-class postage prepaid thereon.
    (v)  "Property" means  gross  assets  including,  without
limitation,  all  real,  personal,  tangible,  and intangible
property.
    (w)  "Taxable  period"   means   that   12-month   period
commencing  with  the first day of the second month preceding
the corporation's anniversary month in the preceding year and
prior to the  first  day  of  the  second  month  immediately
preceding  its  anniversary month in the current year, except
that, in the case of a corporation that  has  established  an
extended  filing  month, "taxable period" means that 12-month
period  ending  with  the  last  day  of  its   fiscal   year
immediately  preceding the extended filing month. In the case
of a newly formed domestic corporation or a newly  registered
foreign   corporation  that  had  not  commenced  transacting
business in this State prior to obtaining  a  certificate  of
authority, "taxable period" means that period commencing with
the  issuance  of  a  certificate of incorporation or, in the
case of a foreign corporation, of a certificate of authority,
and prior to the first day of the  second  month  immediately
preceding its anniversary month in the next succeeding year.
    (x)  "Treasury  shares"  mean (1) shares of a corporation
that have been issued, have been subsequently acquired by and
belong to the corporation, and have  not  been  cancelled  or
restored  to the status of authorized but unissued shares and
(2) shares (i) declared and paid as a share dividend  on  the
shares  referred to in clause (1) or this clause (2), or (ii)
issued in a share split of the shares referred to  in  clause
(1)  or  this clause (2).  Treasury shares shall be deemed to
be "issued" shares but not  "outstanding"  shares.   Treasury
shares  may  not  be  voted,  directly  or indirectly, at any
meeting or otherwise.  Shares converted into or exchanged for
other shares of the corporation shall not  be  deemed  to  be
treasury shares.
(Source: P.A. 88-151; 89-508, eff. 7-3-96.)

    (805 ILCS 5/8.60) (from Ch. 32, par. 8.60)
    Sec.  8.60.   Director  conflict  of  interest.  (a) If a
transaction is fair to  a  corporation  at  the  time  it  is
authorized,  approved,  or ratified, the fact that a director
of the corporation is directly or indirectly a party  to  the
transaction  is  not grounds for invalidating the transaction
or the director's vote regarding the  transaction;  provided,
however,  that.  (b)  in a proceeding contesting the validity
of such a transaction described in subsection (a), the person
asserting validity has the burden of proving fairness unless:
         (1)  the material facts of the transaction  and  the
    director's  interest  or  relationship  were disclosed or
    known to the board of directors or  a  committee  of  the
    board  and the board or committee authorized, approved or
    ratified the transaction by the affirmative  votes  of  a
    majority  of  disinterested  directors,  even  though the
    disinterested directors be less than a quorum; or
         (2)  the material facts of the transaction  and  the
    director's  interest  or  relationship  were disclosed or
    known to the  shareholders  entitled  to  vote  and  they
    authorized,  approved or ratified the transaction without
    counting the vote of any shareholder who is an interested
    director.
    The  presence  of  the  director,  who  is  directly   or
indirectly a party to the transaction described in subsection
(a), or a director who is otherwise not disinterested, may be
counted  in  determining  whether a quorum is present but may
not be counted when the board of directors or a committee  of
the board takes action on the transaction.
    (b)  For   purposes   of  this  Section,  a  director  is
"indirectly" a party to a transaction if the other  party  to
the  transaction  is  an  entity  in which the director has a
material financial interest or of which the  director  is  an
officer, director or general partner.
(Source: P.A. 83-1025.)

    (805 ILCS 5/9.20 new)
    Sec. 9.20.  Reduction of paid-in capital.
    (a)  A corporation may reduce its paid-in capital:
         (1)  by  resolution  of  its  board  of directors by
    charging against its  paid-in  capital  (i)  the  paid-in
    capital  represented  by shares acquired and cancelled by
    the corporation as permitted by law, to the extent of the
    cost from the  paid-in  capital  of  the  reacquired  and
    cancelled  shares or a lesser amount as may be elected by
    the corporation, (ii) dividends paid on preferred shares,
    or (iii) distributions as liquidating dividends; or
         (2)  pursuant  to  an  approved  reorganization   in
    bankruptcy  that specifically directs the reduction to be
    effected.
    (b)  Notwithstanding anything to the  contrary  contained
in  this Act, at no time shall the paid-in capital be reduced
to an amount less than the aggregate par value of all  issued
shares having a par value.
    (c)  Until  the report under Section 14.30 has been filed
in the Office of the Secretary of State showing  a  reduction
in  paid-in  capital,  the  basis of the annual franchise tax
payable by the corporation shall not  be  reduced;  provided,
however,  that in no event shall the annual franchise tax for
any taxable year be reduced if the report is not filed  prior
to  the first day of the anniversary month or, in the case of
a corporation that has established an extended filing  month,
the  extended filing month of the corporation of that taxable
year and before payment of its annual franchise tax.
    (d)  A corporation that reduced its paid-in capital after
December 31,  1986 by one or more of the methods described in
subsection (a) may  report the reduction pursuant to  Section
14.30,  subject  to  the restrictions of  subsections (b) and
(c) of this Section. A reduction in paid-in capital  reported
pursuant  to  this  subsection  shall  have no effect for any
purpose under this Act with respect to a taxable year  ending
before the report is filed.
    (e)  Nothing in this Section shall be construed to forbid
any reduction in paid-in capital to be effected under Section
9.05 of this Act.

    (805 ILCS 5/13.75 new)
    Sec.    13.75.  Activities   that   do   not   constitute
transacting business.   Without  excluding  other  activities
that  may  not  constitute  doing  business  in this State, a
foreign corporation shall not be considered to be transacting
business in this State, for purposes of this Article  13,  by
reason  of  carrying  on in this State any one or more of the
following activities:
         (1)  maintaining,   defending,   or   settling   any
    proceeding;
         (2)  holding meetings of the board of  directors  or
    shareholders  or  carrying on other activities concerning
    internal corporate affairs;
         (3)  maintaining bank accounts;
         (4)  maintaining  offices  or   agencies   for   the
    transfer, exchange, and registration of the corporation's
    own  securities  or  maintaining trustees or depositaries
    with respect to those securities;
         (5)  selling through independent contractors;
         (6)  soliciting or obtaining orders, whether by mail
    or through employees or agents or  otherwise,  if  orders
    require  acceptance outside this State before they become
    contracts;
         (7)  creating or acquiring indebtedness,  mortgages,
    and security interests in real or personal property;
         (8)  securing   or  collecting  debts  or  enforcing
    mortgages and security interests in property securing the
    debts;
         (9)  owning,  without   more,   real   or   personal
    property;
         (10)  conducting  an  isolated  transaction  that is
    completed within 120 days and that  is  not  one  in  the
    course of repeated transactions of a like nature; or
         (11)  having  a corporate officer or director who is
    a resident of this State.

    (805 ILCS 5/14.30) (from Ch. 32, par. 14.30)
    Sec. 14.30.   Cumulative  report  of  changes  in  issued
shares or paid-in capital.
    (a)  Each   domestic   corporation   and   each   foreign
corporation  authorized  to  transact  business in this State
that effects any change in the number of issued shares or the
amount of paid-in  capital  that  has  not  theretofore  been
reported  in  any report other than an annual report, interim
annual report,  or  final  transition  annual  report,  shall
execute  and  file,  in  accordance with Section 1.10 of this
Act, a report with respect  to  the  changes  in  its  issued
shares or paid-in capital:
         (1)  that  have  occurred subsequent to the last day
    of the third month preceding its anniversary month in the
    preceding year and prior to the first day of  the  second
    month  immediately preceding its anniversary month in the
    current year; or
         (2) in  the  case  of   a   corporation   that   has
    established  an extended filing month, that have occurred
    during its fiscal year; or
         (3) in  the  case   of   a   statutory   merger   or
    consolidation   or  an  amendment  to  the  corporation's
    articles of incorporation  that  affects  the  number  of
    issued shares or the amount of paid-in capital, that have
    occurred   between  the  last  day  of  the  third  month
    immediately preceding its anniversary month and the  date
    of the merger, or consolidation, or amendment  or, in the
    case  of  a  corporation that has established an extended
    filing month, that have occurred between the first day of
    its  fiscal  year  and  the  date  of  the   merger,   or
    consolidation, or amendment; or
         (4) in   the   case   of   a   statutory  merger  or
    consolidation  or  an  amendment  to  the   corporation's
    articles  of  incorporation  that  affects  the number of
    issued shares or the amount of paid-in capital, that have
    occurred between the date of the  merger,  consolidation,
    or   amendment   (but   not   including  the  merger,  or
    consolidation, or amendment) and the  first  day  of  the
    second  month immediately preceding its anniversary month
    in the current year, or in the case of a corporation that
    has established  an  extended  filing  month,  that  have
    occurred between the date of the merger, consolidation or
    amendment (but not including the merger, consolidation or
    amendment) and the last day of its fiscal year.
    (b)  The corporation shall file the report required under
subsection  (a) not later than (i) the time its annual report
is required to be filed in 1992 and in each  subsequent  year
and  (ii)  not  later than the time of filing the articles of
merger,  consolidation,  or  amendment  to  the  articles  of
incorporation that affects the number of issued shares or the
amount of paid-in capital of a domestic  corporation  or  the
certified copy of merger of a foreign corporation.
    (c)  The  report  shall  net  decreases against increases
that occur during the same taxable period.  The report  shall
set forth:
         (1)  The  name  of  the corporation and the state or
    country under the laws of which it is organized.
         (2)  A statement of the aggregate number  of  shares
    which the corporation has authority to issue, itemized by
    classes and series, if any, within a class.
         (3)  A  statement  of the aggregate number of issued
    shares as last reported to the Secretary of State in  any
    document  required  or permitted by this Act to be filed,
    other than an annual report,  interim  annual  report  or
    final  transition  annual report, itemized by classes and
    series, if any, within a class.
         (4)  A  statement,  expressed  in  dollars,  of  the
    amount of paid-in capital  of  the  corporation  as  last
    reported  to  the  Secretary  of  State  in  any document
    required or permitted by this Act to be filed, other than
    an  annual  report,  interim  annual  report   or   final
    transition annual report.
         (5)  A  statement,  if  applicable, of the aggregate
    number  of  shares  issued   by   the   corporation   not
    theretofore  reported to the Secretary of State as having
    been issued, and a statement, expressed  in  dollars,  of
    the  value  of  the  entire  consideration received, less
    expenses, including  commissions,  paid  or  incurred  in
    connection  with the issuance, for, or on account of, the
    issuance of the shares, itemized by classes, and  series,
    if  any, within a class; and in the case of shares issued
    as a share dividend, the amount added or  transferred  to
    the paid-in capital of the corporation for, or on account
    of,  the  issuance of the shares; provided, however, that
    the report shall also include the date of  each  issuance
    made  prior  to  the  current  reporting  period, and the
    number of issued shares  and  consideration  received  in
    each case.
         (6)  A   statement,   if  applicable,  expressed  in
    dollars, of the amount added or  transferred  to  paid-in
    capital  of  the  corporation  without  the  issuance  of
    shares;  provided,  however,  that  the report shall also
    include the date of  each  increase  made  prior  to  the
    current  reporting period, and the consideration received
    in each case.
         (7)  In case of an exchange or  reclassification  of
    issued  shares  resulting in an increase in the amount of
    paid-in capital, a statement of the manner  in  which  it
    was  effected,  and a statement, expressed in dollars, of
    the amount added or transferred to the paid-in capital of
    the corporation as a result thereof, except  any  portion
    thereof  reported  under  any  other  subsection  of this
    Section as a part of the consideration  received  by  the
    corporation  for,  or  on  account of, its issued shares;
    provided, however, that the report shall also include the
    date of each exchange or reclassification made  prior  to
    the   current  reporting  period  and  the  consideration
    received in each case.
         (8)  If the consideration received for the  issuance
    of  any  shares  not  theretofore reported as having been
    issued consists of labor  or  services  performed  or  of
    property, other than cash, then a statement, expressed in
    dollars,  of  the value of that consideration as fixed by
    the board of directors.
         (9)  In the case of a cancellation of  shares  or  a
    reduction  in  paid-in  capital  made pursuant to Section
    9.20 in connection with the cancellation of  shares,  the
    aggregate reduction in paid-in capital resulting from the
    acquisition  of  the  shares; provided, however, that the
    report shall also include the date of each reduction made
    prior to the current reporting period.
         (10)  A statement of the aggregate number of  issued
    shares  itemized  by classes and series, if any, within a
    class, after giving effect to the changes reported.
         (11)  A statement,  expressed  in  dollars,  of  the
    amount of paid-in capital of the corporation after giving
    effect to the changes reported.
    (d)  No  additional license fees or franchise taxes shall
be payable upon the filing of the report to the  extent  that
license  fees  or  franchise taxes shall have been previously
paid by the  corporation  in  respect  of  shares  previously
issued  which are being exchanged for the shares the issuance
of which is being reported, provided those facts are shown in
the report.
    (e)  The report shall be made  on  forms  prescribed  and
furnished by the Secretary of State.
    (f)  Until  the  report  under  this  Section or a report
under Section 14.25 shall have been filed in  the  Office  of
the  Secretary  of  State  showing  a  reduction  in  paid-in
capital, the basis of the annual franchise tax payable by the
corporation  shall  not  be reduced, provided, however, in no
event shall the annual franchise tax for any taxable year  be
reduced  if the report is not filed prior to the first day of
the anniversary month or, in the case of a corporation  which
has established an extended filing month, the extended filing
month  of  the  corporation  of  that taxable year and before
payment of its annual franchise tax.
(Source: P.A. 86-985; 86-1217; 87-516.)
    (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  certificate of authority for nonpayment of a
tax, fee, penalty or interest has been commenced; or (B)  the
corporation  has  submitted filed 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 the annual franchise 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.
    (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 a certificate of authority under this
Act shall, upon voluntary application for  a  certificate  of
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  a  certificate  of
authority  the  Secretary of State had sent written notice to
the corporation regarding its failure to obtain a certificate
of  authority,  (2)  the   corporation   had   submitted   an
application for a certificate of authority previously but had
failed  to  pay  any tax, fee, penalty or interest to be paid
therewith, or  (3)  the  application  for  a  certificate  of
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. 86-985; 86-1217.)

    Section 10-10.  The Assumed Business Name Act is  amended
by changing Section 4 as follows:

    (805 ILCS 405/4) (from Ch. 96, par. 7)
    Sec.  4.  This Act shall in no way affect or apply to any
corporation, limited liability company, limited  partnership,
or  limited  liability  partnership  duly organized under the
laws of this State, or  any  corporation,  limited  liability
company,    limited   partnership,   or   limited   liability
partnership organized under the laws of any other  State  and
lawfully  doing business in this State, nor shall this Act be
deemed  or  construed  to  prevent  the  lawful  use   of   a
partnership   name   or   designation,   provided  that  such
partnership shall include the true, real name of such  person
or persons transacting said business or partnership nor shall
it be construed as in any way affecting Sections 220 and 220a
of  Division  I  of  "An Act to revise the law in relation to
criminal jurisprudence", approved March 27, 1874, as amended.
This Act shall in no way affect or apply to  testamentary  or
other  express trusts where the business is carried on in the
name of the trust and such trust is created by will or  other
instrument in writing under which title to the trust property
is vested in a designated trustee or trustees for the use and
benefit of the cestuis que trustent.
(Source: Laws 1941, vol. 1, p. 550.)

                         ARTICLE 99
    Section  99-5.  Effective  date.   This  Act takes effect
January 1, 1998.

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