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91st General Assembly
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Public Act 91-0464

SB566 Enrolled                                 LRB9103880DJcd

    AN ACT to amend the Business Corporation Act of  1983  by
changing certain Sections.

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

    Section 5.  The  Business  Corporation  Act  of  1983  is
amended  by  changing Sections 1.15, 1.17, 8.40, 8.75, 10.05,
10.35, 13.45,  14.35,  15.40,  15.45,  15.70,  15.75,  15.80,
15.85, and 16.05 as follows:

    (805 ILCS 5/1.15) (from Ch. 32, par. 1.15)
    Sec.  1.15.   Statement  of correction.  (a) Whenever any
instrument authorized to be filed with the Secretary of State
under any provision of this Act has been so filed and, as  of
the  date  of  the  action  therein referred to, contains any
misstatement  of  fact,   typographical   error,   error   of
transcription or any other error or defect or was defectively
or  erroneously executed, such instrument may be corrected by
filing, in accordance  with  Section  1.10  of  this  Act,  a
statement of correction.
    (b)  A statement of correction shall set forth:
         (1)  The   name  or  names  of  the  corporation  or
    corporations and the State or country under the  laws  of
    which each is organized.
         (2)  The title of the instrument being corrected and
    the date it was filed by the Secretary of State.
         (3)  The inaccuracy, error or defect to be corrected
    and the portion of the instrument in corrected form.
    (c)  A  statement  of correction shall be executed in the
same manner in  which  the  instrument  being  corrected  was
required to be executed.
    (d)  The  corrected  instrument  shall be effective as of
the date the original instrument was filed.
    (e)  A statement of correction shall not:
         (1)  Effect any  change  or  amendment  of  articles
    which  would  not  in all respects have complied with the
    requirements of this  Act  at  the  time  of  filing  the
    instrument being corrected.
         (2)  Take  the  place  of any document, statement or
    report otherwise required to be filed by this Act.
         (3)  Affect  any  right  or  liability  accrued   or
    incurred  before  such  filing,  except that any right or
    liability accrued or incurred by reason of the  error  or
    defect  being  corrected  shall  be  extinguished by such
    filing  if  the  person  having  such   right   has   not
    detrimentally relied on the original instrument.
         (4)  Alter   the   provisions  of  the  articles  of
    incorporation with respect to  the  corporation  name  or
    purpose,  the class or classes and number of shares to be
    authorized,  and  the  names   and   addresses   of   the
    incorporators or initial directors.
         (5)  Alter  the  provisions  of  the application for
    certificate of authority of a  foreign  corporation  with
    respect to the corporation name.
         (6)  Alter  the  provisions  of  the  application to
    adopt or change an assumed corporate name with respect to
    the assumed corporate name.
         (7)  Alter the wording of any resolution as filed in
    any document report with the Secretary of State and which
    was in fact adopted by the board of directors or  by  the
    shareholders.
         (8)  Alter   the  provisions  of  the  statement  of
    election of an extended filing month with respect to  the
    extended filing month.
    (f)  A  statement of correction may correct the basis, as
established by any document required to be filed by this Act,
of license fees, taxes, penalty, interest,  or  other  charge
paid or payable under this Act.
    (g)  A  statement  of  correction may provide the grounds
for a petition for a refund or an adjustment of an assessment
filed under Section 1.17 of this Act.
(Source: P.A. 86-985.)

    (805 ILCS 5/1.17) (from Ch. 32, par. 1.17)
    Sec. 1.17.  Petition for refund or adjustment of  license
fee, franchise tax, or penalty, or interest.
    (a)  Any  domestic  corporation  or  foreign  corporation
having  authority  to  transact  business  in  this State may
petition the Secretary of State for a refund or adjustment of
license fee, franchise tax, or penalty, or  interest  claimed
to  have  been  erroneously  paid  or  claimed to be payable,
subject however to the following limitations:
         (1)  No refund shall be made unless a  petition  for
    such  shall  have  been  filed in accordance with Section
    1.10 of this Act within three years after the  amount  to
    be refunded was paid;
         (2)  No  adjustment  of  any  license fee, franchise
    tax, or penalty, or  interest  shall  be  made  unless  a
    petition for such shall have been made within three years
    after the amount to be adjusted should have been paid;
         (3)  If  the  refund  or adjustment claimed is based
    upon an instrument filed  with  the  Secretary  of  State
    which  contained  a  misstatement  of fact, typographical
    error, error of transcription or other error  or  defect,
    no  refund  or  adjustment  of any license fee, franchise
    tax, or penalty, or  interest  shall  be  made  unless  a
    statement of correction has been filed in accordance with
    Section 1.15 of this Act.
    (b)  The  petition  for  refund  or  adjustment  shall be
executed in accordance with Section  1.10  of  this  Act  and
shall set forth:
         (1)  The  name  of  the corporation and the state or
    country under the laws of which it is organized.
         (2)  The amount and nature of the claim.
         (3)  The details of each transaction and  all  facts
    upon which the petitioner relies.
         (4)  Any other information required by rule.
    (c)  If  the  Secretary  of  State  determines  that  any
license  fee,  franchise  tax,  or  penalty,  or  interest is
incorrect, in whole or in part, he or she  shall  adjust  the
amount  to  be  paid  or  shall refund to the corporation any
amount  paid  in  excess  of  the  proper  amount;  provided,
however, that no refund shall be made for an amount less than
$200 and any refund in excess of that amount shall be reduced
by $200, and provided further, that such refund shall be made
without payment of interest.
(Source: P.A. 88-151.)

    (805 ILCS 5/8.40) (from Ch. 32, par. 8.40)
    Sec.  8.40.   Committees.   (a)  If   the   articles   of
incorporation  or  by-laws  so  provide,  a  majority  of the
directors may create one or more committees, each to have one
or more members, and appoint members of the board to serve on
the committee or committees.  A  committee's  Each  committee
shall  have  two  or  more  members  shall,  who serve at the
pleasure of the board.
    (b)  Unless the appointment by  the  board  of  directors
requires  a greater number, a majority of any committee shall
constitute a quorum and a majority of a quorum  is  necessary
for  committee  action.   A  committee  may  act by unanimous
consent in writing without a  meeting  and,  subject  to  the
provisions   of  the  by-laws  or  action  by  the  board  of
directors, the committee by  majority  vote  of  its  members
shall determine the time and place of meetings and the notice
required therefor.
    (c)  To the extent specified by the board of directors or
in  the  articles of incorporation or by-laws, each committee
may exercise the authority of the board  of  directors  under
Section 8.05; provided, however, a committee may not:
    (1)  authorize  distributions, except for dividends to be
paid with respect to  shares  of  any  preferred  or  special
classes or any series thereof;
    (2)  approve  or  recommend  to shareholders any act this
Act requires to be approved by shareholders;
    (3)  fill vacancies  on  the  board  or  on  any  of  its
committees;
    (4)  elect  or remove officers or fix the compensation of
any member of the committee;
    (5)  adopt, amend or repeal the by-laws;
    (6)  approve a plan of merger not  requiring  shareholder
approval;
    (7)  authorize or approve reacquisition of shares, except
according  to  a  general formula or method prescribed by the
board;
    (8)  authorize  or  approve  the  issuance  or  sale,  or
contract for sale, of shares or determine the designation and
relative rights, preferences, and limitations of a series  of
shares,  except  that the board may direct a committee (i) to
fix the specific terms of the issuance or  sale  or  contract
for  sale,  including without limitation the pricing terms or
the  designation  and  relative  rights,   preferences,   and
limitations  of  a series of shares if the board of directors
has approved the  maximum  number  of  shares  to  be  issued
pursuant to such delegated authority or (ii) to fix the price
and  the  number  of  shares  to  be  allocated to particular
employees under an employee benefit plan; or
    (9)  amend, alter, repeal, or  take  action  inconsistent
with  any resolution or action of the board of directors when
the resolution or action of the board of  directors  provides
by  its  terms  that  it  shall  not  be  amended, altered or
repealed by action of a committee.
(Source: P.A. 86-464.)

    (805 ILCS 5/8.75) (from Ch. 32, par. 8.75)
    Sec.  8.75.   Indemnification  of  officers,   directors,
employees and agents; insurance.
    (a)  A corporation may indemnify any person who was or is
a  party,  or  is  threatened  to  be  made  a  party  to any
threatened, pending or completed action, suit or  proceeding,
whether  civil,  criminal,  administrative  or  investigative
(other  than an action by or in the right of the corporation)
by reason of the fact that he or she is or  was  a  director,
officer,  employee  or agent of the corporation, or who is or
was serving at the request of the corporation as a  director,
officer,   employee   or   agent   of   another  corporation,
partnership,  joint  venture,  trust  or  other   enterprise,
against  expenses  (including  attorneys'  fees),  judgments,
fines  and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action,  suit
or  proceeding,  if  such person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed
to the best interests of the corporation, and,  with  respect
to any criminal action or proceeding, had no reasonable cause
to  believe his or her conduct was unlawful.  The termination
of  any  action,  suit  or  proceeding  by  judgment,  order,
settlement, conviction, or upon a plea of nolo contendere  or
its  equivalent,  shall  not, of itself, create a presumption
that the person did not act in good faith  and  in  a  manner
which  he  or she reasonably believed to be in or not opposed
to the best interests of the corporation or, with respect  to
any  criminal  action  or  proceeding,  that  the  person had
reasonable cause to believe  that  his  or  her  conduct  was
unlawful.
    (b)  A corporation may indemnify any person who was or is
a  party,  or  is  threatened  to  be  made  a  party  to any
threatened, pending or completed action or suit by or in  the
right  of  the corporation to procure a judgment in its favor
by reason of the fact that such person is or was a  director,
officer,  employee  or agent of the corporation, or is or was
serving at the request of  the  corporation  as  a  director,
officer,   employee   or   agent   of   another  corporation,
partnership,  joint  venture,  trust  or  other   enterprise,
against  expenses  (including  attorneys'  fees) actually and
reasonably incurred by such person  in  connection  with  the
defense  or settlement of such action or suit, if such person
acted in good faith and in a  manner  he  or  she  reasonably
believed  to  be in, or not opposed to, the best interests of
the corporation, provided that no  indemnification  shall  be
made  with respect to any claim, issue, or matter as to which
such person has been adjudged to  have  been  liable  to  the
corporation, unless, and only to the extent that the court in
which  such  action  or suit was brought shall determine upon
application that, despite the adjudication of liability,  but
in  view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
as the court shall deem proper.
    (c)  To the extent that a director, officer, employee  or
agent  of a corporation has been successful, on the merits or
otherwise, in the defense of any action, suit  or  proceeding
referred  to in subsections (a) and (b), or in defense of any
claim,  issue  or  matter  therein,  such  person  shall   be
indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by such person in connection
therewith.
    (d)  Any  indemnification  under  subsections (a) and (b)
(unless ordered by a court) shall be made by the  corporation
only as authorized in the specific case, upon a determination
that  indemnification  of  the director, officer, employee or
agent is proper in the circumstances because he  or  she  has
met   the   applicable  standard  of  conduct  set  forth  in
subsections (a) or (b).  Such determination shall be made (1)
by the board of directors by a  majority  vote  of  a  quorum
consisting  of directors who were not parties to such action,
suit  or  proceeding,  or  (2)  if  such  a  quorum  is   not
obtainable,   or,   even   if  obtainable,  if  a  quorum  of
disinterested directors  so  directs,  by  independent  legal
counsel in a written opinion, or (3) by the shareholders.
    (e)  Expenses  incurred  in defending a civil or criminal
action, suit or proceeding may be paid by the corporation  in
advance  of  the  final  disposition  of such action, suit or
proceeding upon receipt of an undertaking by or on behalf  of
the director, officer, employee or agent to repay such amount
if  it  shall  ultimately be determined that he or she is not
entitled to be indemnified by the corporation  as  authorized
in this Section.
    (f)  The  indemnification  and  advancement  of  expenses
provided  by  or  granted under the other subsections of this
Section shall not be deemed exclusive of any other rights  to
which   those   seeking  indemnification  or  advancement  of
expenses may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or  otherwise,  both
as to action in his or her official capacity and as to action
in another capacity while holding such office.
    (g)  A corporation may purchase and maintain insurance on
behalf  of  any  person  who  is  or was a director, officer,
employee or agent of  the  corporation,  or  who  is  or  was
serving  at  the  request  of  the corporation as a director,
officer,  employee   or   agent   of   another   corporation,
partnership,   joint  venture,  trust  or  other  enterprise,
against any liability  asserted    against  such  person  and
incurred  by such person in any such capacity, or arising out
of his or her status as such, whether or not the  corporation
would  have  the  power to indemnify such person against such
liability under the provisions of this Section.
    (h)  If a corporation indemnifies or  advances  has  paid
indemnity or has advanced expenses to a director or , officer
under  subsection (b) of this Section, employee or agent, the
corporation shall report the indemnification  or  advance  in
writing  to the shareholders with or before the notice of the
next shareholders meeting.
    (i)  For purposes of this  Section,  references  to  "the
corporation"  shall  include,  in  addition  to the surviving
corporation,   any   merging   corporation   (including   any
corporation  having  merged  with  a   merging   corporation)
absorbed  in  a  merger  which, if its separate existence had
continued,  would  have  had  the  power  and  authority   to
indemnify  its  directors, officers, and employees or agents,
so that any person who was a director, officer,  employee  or
agent  of  such  merging  corporation,  or was serving at the
request of such merging corporation as a  director,  officer,
employee  or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in  the  same
position under the provisions of this Section with respect to
the  surviving  corporation  as  such  person would have with
respect to such merging corporation if its separate existence
had continued.
    (j)  For purposes of this Section, references  to  "other
enterprises" shall include employee benefit plans; references
to  "fines"  shall  include  any  excise  taxes assessed on a
person  with  respect  to  an  employee  benefit  plan;   and
references  to  "serving  at  the request of the corporation"
shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves
services by such director, officer, employee, or  agent  with
respect  to  an  employee  benefit plan, its participants, or
beneficiaries.  A person who acted in good  faith  and  in  a
manner  he  or  she  reasonably  believed  to  be in the best
interests  of  the  participants  and  beneficiaries  of   an
employee  benefit  plan  shall  be  deemed to have acted in a
manner "not opposed to the best interest of the  corporation"
as referred to in this Section.
    (k)  The  indemnification  and  advancement  of  expenses
provided  by  or  granted  under  this  Section shall, unless
otherwise provided when authorized or ratified,  continue  as
to  a  person  who  has  ceased  to  be  a director, officer,
employee, or agent and shall inure  to  the  benefit  of  the
heirs, executors, and administrators of that person.
(Source: P.A. 88-43.)

    (805 ILCS 5/10.05) (from Ch. 32, par. 10.05)
    Sec.    10.05.     Authority   to   amend   articles   of
incorporation.  (a) A corporation may amend its  articles  of
incorporation  at any time and from time to time to add a new
provision or to  change  or  remove  an  existing  provision,
provided  that  the  articles  as  amended  contain only such
provisions as are required or permitted in original  articles
of  incorporation  at  the time of amendment. The articles as
amended  must  contain  all  the   provisions   required   by
subsection  (a)  of  Section  2.10  except that the names and
addresses of the initial directors may be omitted removed and
the name of the initial registered agent or  the  address  of
the  initial  registered  office  may be omitted removed if a
statement of change is on file.
    (b)  A corporation whose period of duration  as  provided
in  the  articles  of incorporation has expired may amend its
articles of incorporation to revive its articles  and  extend
the  period  of  corporate  duration,  including  making  the
duration perpetual, at any time within 5 years after the date
of expiration.
(Source: P.A. 84-924.)

    (805 ILCS 5/10.35) (from Ch. 32, par. 10.35)
    Sec. 10.35.  Effect of certificate of amendment.
    (a)  The   amendment   shall  become  effective  and  the
articles of incorporation  shall  be  deemed  to  be  amended
accordingly, as of the later of:
         (1)(a)  the issuance of the certificate of amendment
    by the Secretary of State; or
         (2)(b)  the  time  established under the articles of
    amendment, not to exceed 30 days after  the  issuance  of
    the certificate of amendment by the Secretary of State.
    (b)  If  the  amendment  is  made  in accordance with the
provisions  of  Section  10.40,  upon  the  issuance  of  the
certificate of amendment  by  the  Secretary  of  State,  the
amendment   shall   become  effective  and  the  articles  of
incorporation shall be  deemed  to  be  amended  accordingly,
without  any  action thereon by the directors or shareholders
of the corporation  and  with  the  same  effect  as  if  the
amendments  had  been  adopted  by  unanimous  action  of the
directors and shareholders of the corporation.
    (c)  If  the   amendment   restates   the   articles   of
incorporation, such restated articles of incorporation shall,
upon  such  amendment becoming effective, supersede and stand
in  lieu  of  the  corporation's  preexisting   articles   of
incorporation.
    (d)  If   the   amendment   revives   the   articles   of
incorporation  and  extends the period of corporate duration,
upon the issuance of the  certificate  of  amendment  by  the
Secretary  of State, the amendment shall become effective and
the corporate existence shall be  deemed  to  have  continued
without  interruption  from  the  date  of  expiration of the
original period of duration, and the corporation shall  stand
revived  with  such  powers, duties and obligations as if its
period  of  duration  had  not  expired;  and  all  acts  and
proceedings of  its  officers,  directors  and  shareholders,
acting  or  purporting  to act as such, which would have been
legal and valid but for such expiration, shall stand ratified
and confirmed.
    (e)  Each amendment which affects the  number  of  issued
shares or the amount of paid-in capital shall be deemed to be
a report under the provisions of this Act.
    (f)  No  amendment  of the articles of incorporation of a
corporation shall affect any  existing  cause  of  action  in
favor  of or against such corporation, or any pending suit in
which such corporation shall be  a  party,  or  the  existing
rights  of persons other than shareholders; and, in the event
the corporate name shall be changed  by  amendment,  no  suit
brought  by or against such corporation under its former name
shall be abated for that reason.
(Source: P.A. 83-1025.)

    (805 ILCS 5/13.45) (from Ch. 32, par. 13.45)
    Sec. 13.45. Withdrawal of foreign corporation. A  foreign
corporation authorized to transact business in this State may
withdraw from this State upon procuring from the Secretary of
State  a  certificate of withdrawal. In order to procure such
certificate of withdrawal,  such  foreign  corporation  shall
either:
    (a)  Execute   and   file  in  duplicate  triplicate,  in
accordance with Section 1.10 of this Act, an application  for
withdrawal and a final report which shall set forth:
    (1)  That  no  proportion  of its issued shares is on the
date of such application represented by  business  transacted
or property located in this State.
    (2)  That   it   surrenders  its  authority  to  transact
business in this State.
    (3)  That it revokes  the  authority  of  its  registered
agent in this State to accept service of process and consents
that  service  of  process in any suit, action, or proceeding
based upon any cause of action arising in this  State  during
the time the corporation was licensed to transact business in
this  State  may  thereafter  be  made on such corporation by
service thereof on the Secretary of State.
    (4)  A post-office address to which may be mailed a  copy
of  any process against the corporation that may be served on
the Secretary of State.
    (5)  The name of the corporation and the state or country
under the laws of which it is organized.
    (6)  A statement of the aggregate number of issued shares
of the corporation itemized by classes, and series,  if  any,
within a class, as of the date of such final report.
    (7)  A  statement of the amount of paid-in capital of the
corporation as of the date of such final report.
    (8)  Such additional information as may be  necessary  or
appropriate  in  order  to  enable  the Secretary of State to
determine and assess  any  unpaid  fees  or  franchise  taxes
payable   by   such   foreign  corporation  as  in  this  Act
prescribed; or
    (b)  If it  has  been  dissolved,  file  a  copy  of  the
articles  of  dissolution  duly  authenticated  by the proper
officer of the state or country under the laws of which  such
corporation was organized.
    (c)  The  application for withdrawal and the final report
shall be made  on  forms  prescribed  and  furnished  by  the
Secretary of State.
    (d)  When  the  corporation  has complied with subsection
(a) or (b) of this Section the Secretary of State shall issue
a certificate of withdrawal.  If the provisions of subsection
(b) of this Section have  been  followed,  the  Secretary  of
State  shall  file the copy of the articles of dissolution in
his or her  office  with  one  copy  of  the  certificate  of
withdrawal  affixed thereto, mail the original certificate to
the corporation or its representative, and file one  copy  of
the  certificate with the recorder of the county in which the
registered  office  of  the  corporation  in  this  State  is
situated, to be recorded  by  such  recorder.   The  recorder
shall  submit  for  payment  to  the Secretary of State, on a
quarterly basis, the amount of filing fees incurred.
    Upon the issuance of such certificate of withdrawal,  the
authority  of  the  corporation  to transact business in this
State shall cease.
(Source: P.A. 84-924.)

    (805 ILCS 5/14.35) (from Ch. 32, par. 14.35)
    Sec. 14.35.  Report following merger or consolidation.
    (a)  Whenever  a  domestic  corporation  or   a   foreign
corporation  authorized to transact business in this State is
the surviving corporation in a statutory merger or whenever a
domestic  corporation   is   the   new   corporation   in   a
consolidation,  it  shall, within 60 days after the effective
date of the event, if the effective date  occurs  after  both
December  31,  1990  and  the  last  day  of  the third month
immediately preceding its anniversary month in 1991,  execute
and  file  in  accordance  with  Section  1.10 of this Act, a
report setting forth:
         (1)  The name of the corporation and  the  state  or
    country under the laws of which it is organized.
         (2)  A description of the merger or consolidation.
         (3)  A  statement itemized by classes and series, if
    any, within a class of the  aggregate  number  of  issued
    shares  of  the  corporation  as  last  reported  to  the
    Secretary  of  State in any document required to be filed
    by this Act, other than an annual report, interim  annual
    report, or final transition annual report.
         (4)  A  statement itemized by classes and series, if
    any, within a class of the  aggregate  number  of  issued
    shares  of  the  corporation  after  giving effect to the
    change.
         (5)  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 to be filed by this Act, other  than  an  annual
    report, interim annual report, or final transition annual
    report.
         (6)  A  statement,  expressed  in  dollars,  of  the
    amount of paid-in capital of the corporation after giving
    effect to the merger change.
         (7)  Additional  information  concerning each of the
    constituent corporations that was a party to a merger  or
    consolidation  as  may  be  necessary  or  appropriate to
    verify the proper amount  of  fees  and  franchise  taxes
    payable by the corporation.
    (b)  The  report  shall  be  made on forms prescribed and
furnished by the Secretary of State.
(Source: P.A. 86-1217.)

    (805 ILCS 5/15.40) (from Ch. 32, par. 15.40)
    Sec. 15.40.  Basis for  computation  of  franchise  taxes
payable by domestic corporations.
    (a)  The basis for the initial franchise tax payable by a
domestic  corporation shall be the amount represented in this
State, determined in accordance with the provisions  of  this
Section,  of  its  paid-in  capital as disclosed by its first
report of the issuance of shares.
    (b)  The basis for an additional franchise tax payable by
a domestic corporation, except in the  case  of  a  statutory
merger  or  consolidation,  shall  be  the  increased  amount
represented  in this State, determined in accordance with the
provisions  of  this  Section,  of  its  paid-in  capital  as
disclosed by any report of issuance of additional shares,  or
of  an  increase  in  paid-in capital without the issuance of
shares, or of an exchange or reclassification of  shares,  or
of cumulative changes in paid-in capital.
    (c)  In  the  case of a statutory merger or consolidation
of  domestic  corporations,  the  basis  for  an   additional
franchise  tax  payable  by  the surviving or new corporation
shall be the increased  amount  represented  in  this  State,
determined  in accordance with the provisions of this Section
of the paid-in capital of the surviving  or  new  corporation
immediately  after  the  merger  or  consolidation  over  the
aggregate  of  the  amounts  represented in this State of the
paid-in capital of the merged  or  consolidated  corporations
disclosed  by the latest reports filed by those corporations,
respectively, with the Secretary of State as required by this
Act; provided, however, the basis for  a  further  additional
franchise  tax  payable  by  the surviving or new corporation
shall be determined in accordance with the provisions of this
Section, on the paid-in capital of  each  of  the  merged  or
consolidated  corporations  as  last  reported  by  it in any
document, other than an annual report, required by  this  Act
to  be  filed  with  the Secretary of State, from its taxable
year end to the next succeeding anniversary month or, in  the
case of a corporation that has established an extended filing
month,  the  next  succeeding  extended  filing  month of the
surviving  or new corporation; however if  the  taxable  year
ends  within  the  2  month  period immediately preceding the
anniversary month or, in the case of a corporation  that  has
established  an  extended  filing  month, the next succeeding
extended filing month of the surviving or new corporation the
tax shall be computed to the anniversary  month  or,  in  the
case of a corporation that has established an extended filing
month,  the  next  succeeding  extended  filing  month of the
surviving or new corporation in the next succeeding  calendar
year.
    (d)  The  basis for the annual franchise tax payable by a
domestic corporation shall be the amount represented in  this
State,  determined  in accordance with the provisions of this
Section, of its paid-in capital on the last day of the  third
month  preceding  the  anniversary month or, in the case of a
corporation that has established an extended filing month, on
the last day of the corporation's fiscal year  preceding  the
extended filing month.
    (e)  For   the   purpose   of   determining   the  amount
represented in  this  State  of  the  paid-in  capital  of  a
domestic  corporation,  the  amount represented in this State
shall be that proportion of its paid-in capital that the  sum
of  (1)  the  value of its property located in this State and
(2) the gross amount of business transacted by it at or  from
places  of business in this State bears to the sum of (1) the
value of all of its property, wherever located, and  (2)  the
gross  amount of its business, wherever transacted, except as
follows:
         (1) (a)  If the corporation  elects  in  its  annual
    report  in  any  year  to  pay its franchise tax upon its
    entire paid-in  capital,  all  franchise  taxes  accruing
    against  the  corporation  for that taxable year shall be
    computed  accordingly  until   the   corporation   elects
    otherwise in an annual report for a subsequent year.
         (2) (b)  If the corporation fails to file its annual
    report  or  final  transition  annual  report in any year
    within the time prescribed by this Act, the proportion of
    its paid-in capital represented in this  State  shall  be
    deemed to be its entire paid-in capital unless its annual
    report  is  thereafter  filed and its franchise taxes are
    thereafter  adjusted  by  the  Secretary  of   State   in
    accordance with the provisions of this Act, in which case
    the  proportion  shall  likewise  be adjusted to the same
    proportion that would have prevailed if  the  corporation
    had filed its annual report within the time prescribed by
    this Act.
         (3)  (c)  In  the  case  of  a  statutory  merger or
    consolidation that  becomes  effective  either  prior  to
    January  1,  1991  or  on or prior to the last day of the
    third month preceding the corporation's anniversary month
    in 1991, the amount of the paid-in capital represented in
    this  State  of  the   surviving   or   new   corporation
    immediately  after the merger or consolidation, until the
    filing of the next annual  report  of  such  corporation,
    shall  be  deemed  to  be  that proportion of the paid-in
    capital of the surviving  or  new  corporation  that  the
    aggregate amounts represented in this State of the sum of
    the   paid-in  capital  of  the  merged  or  consolidated
    corporations, separately determined, bore to the total of
    the sum of the paid-in capital of all of  the  merged  or
    consolidated corporations immediately prior to the merger
    or consolidation.
    (f)  For  increases  in paid-in capital that occur either
prior to January 1, 1991 or on or prior to the  last  day  of
the third month preceding the corporation's anniversary month
in  1991,  the  proportion  corporation  on  file on the date
represented in  this  State  of  the  paid-in  capital  of  a
domestic  corporation  shall  be  determined from information
contained in the latest annual report of the  corporation  on
file  on  the date the particular increase in paid-in capital
is shown to have been made, or, if no annual  report  was  on
file  on the date of the increase, from information contained
in its articles of incorporation, or, in case of a merger  or
consolidation  that becomes effective either prior to January
1, 1991 or on or prior to the last day  of  the  third  month
preceding  the  corporation's anniversary month in 1991, from
information contained in the report of the surviving  or  new
corporation  of  the  amount of its paid-in capital following
the  merger  or  consolidation.   For  increases  in  paid-in
capital that occur after both December 31, 1990 and the  last
day  of  such third month, the proportion represented in this
State of the paid-in capital of a domestic corporation  shall
be determined from information contained in the latest annual
report of the corporation for the taxable period in which the
particular  increase in paid-in capital is shown to have been
made or, if no annual report was on file on the date  of  the
increase,  from  information  contained  in  its  articles of
incorporation.
    (g)  No basis under  this  Section  may  consist  of  any
redeemable  preference    shares  sold  to  the United States
Secretary of Transportation under Sections  505  and  506  of
Public Law 94-210.
(Source: P.A. 86-985; 86-1217; 87-516.)

    (805 ILCS 5/15.45) (from Ch. 32, par. 15.45)
    Sec.  15.45.  Rate of franchise taxes payable by domestic
corporations.
    (a)  The annual franchise tax payable  by  each  domestic
corporation  shall be computed at the rate of 1/12 of 1/10 of
1% for each calendar month or fraction thereof for the period
commencing on the first day of July 1983 to the first day  of
the  anniversary  month  in  1984,  but in no event shall the
amount of the annual franchise tax be less than $2.08333  per
month  assessed  on  a  minimum of $25 per annum or more than
$83,333.333333 per month; thereafter,  the  annual  franchise
tax payable by each domestic corporation shall be computed at
the  rate  of 1/10 of 1% for the 12-months' period commencing
on the first day of the anniversary month or, in cases  where
a  corporation  has established an extended filing month, the
extended filing month of the corporation,  but  in  no  event
shall the amount of the annual franchise tax be less than $25
nor more than $1,000,000 per annum.
    (b)  The  annual  franchise  tax payable by each domestic
corporation at the time of filing a statement of election and
interim annual report shall be computed at the rate  of  1/10
of  1% for the 12 month period commencing on the first day of
the anniversary month of the corporation next following  such
filing,  but  in  no  event  shall  the  amount of the annual
franchise tax be less than $25 nor more than  $1,000,000  per
annum.
    (c)  The  annual  franchise  tax  payable  at the time of
filing the final transition annual report shall be an  amount
equal  to  (i) 1/12 of 1/10 of 1% per month of the proportion
of paid-in capital represented in this State as shown in  the
final  transition annual report multiplied by (ii) the number
of  months  commencing  with  the  anniversary   month   next
following  the filing of the statement of election until, but
excluding, the second extended filing month, less the  annual
franchise  tax  theretofore  paid  at  the time of filing the
statement of election, but in no event shall  the  amount  of
the  annual  franchise  tax  be  less than $2.08333 per month
assessed  on  a  minimum  of  $25  per  annum  or  more  than
$83,333.333333 per month.
    (d)  The initial franchise tax payable after  January  1,
1983,  but  prior  to  January  1,  1991,  by  each  domestic
corporation  shall  be computed at the rate of 1/10 of 1% for
the 12 months' period commencing on  the  first  day  of  the
anniversary  month  in which the certificate of incorporation
is issued to the corporation under Section 2.10 of this  Act,
but  in no event shall the franchise tax be less than $25 nor
more than $1,000,000 per annum.  The  initial  franchise  tax
payable  on  or  after  January  1,  1991,  by  each domestic
corporation shall be computed at the rate of 15/100 of 1% for
the 12 month period  commencing  on  the  first  day  of  the
anniversary  month  in which the certificate of incorporation
is issued to the corporation under Section 2.10 of this  Act,
but  in no event shall the initial franchise tax be less than
$25 nor more than $1,000,000 per annum plus 1/20th of  1%  of
the basis therefor.
    (e)  Each   additional  franchise  tax  payable  by  each
domestic corporation for the period beginning January 1, 1983
through December 31, 1983 shall be computed at  the  rate  of
1/12  of  1/10  of  1%  for  each  calendar month or fraction
thereof, between the date of each respective increase in  its
paid-in capital and its anniversary month in 1984; thereafter
until  the  last day of the month that is both after December
31, 1990  and  the  third  month  immediately  preceding  the
anniversary  month  in  1991,   each additional franchise tax
payable by each domestic corporation shall be computed at the
rate of 1/12 of 1/10  of  1%  for  each  calendar  month,  or
fraction   thereof,  between  the  date  of  each  respective
increase in its paid-in  capital  and  its  next  anniversary
month;  however,  if  the  increase occurs within the 2 month
period immediately preceding the anniversary month,  the  tax
shall  be  computed  to  the  anniversary  month  of the next
succeeding  calendar  year.  Commencing  with  increases   in
paid-in  capital  that  occur subsequent to both December 31,
1990  and  the  last  day  of  the  third  month  immediately
preceding the  anniversary  month  in  1991,  the  additional
franchise  tax  payable  by  a  domestic corporation shall be
computed at the rate of 15/100 of 1%.
(Source: P.A. 86-985; 86-1217.)

    (805 ILCS 5/15.70) (from Ch. 32, par. 15.70)
    Sec. 15.70.  Basis for  computation  of  franchise  taxes
payable by foreign corporations.
    (a)  The basis for the initial franchise tax payable by a
foreign corporation shall be the amount represented  in  this
State,  determined  in accordance with the provisions of this
Section,  of  its  paid-in  capital  as  disclosed   by   its
application  for  a  certificate  of  authority  to  transact
business in this State.
    (b)  The basis for an additional franchise tax payable by
a  corporation,  except  in  the  case of a statutory merger,
shall be the increased  amount  represented  in  this  State,
determined in accordance with the provisions of this Section,
of its paid-in capital as disclosed by any report of issuance
of  additional  shares,  or of an increase in paid-in capital
without  the  issuance  of  shares,  or  of  an  exchange  or
reclassification of  shares,  or  of  cumulative  changes  in
paid-in capital.
    (c)  Whenever a foreign corporation shall be a party to a
statutory  merger and shall be the surviving corporation, the
basis for an additional franchise tax shall be the  increased
amount  represented  in  this State, determined in accordance
with the provisions of this Section, of the  paid-in  capital
of  the  surviving  corporation  immediately after the merger
over the aggregate of the amounts represented in  this  State
of  the paid-in capital of the merged corporations; provided,
however, the basis for a  further  additional  franchise  tax
payable  by  the surviving corporation shall be determined in
accordance with  the  provisions  of  this  Section,  on  the
paid-in  capital  of each of the merged corporations from its
taxable year end to the next succeeding anniversary month or,
in the case of a corporation that has established an extended
filing month, the extended  filing  month  of  the  surviving
corporation;  however  if  the taxable year ends within the 2
month period immediately preceding the anniversary month  or,
in the case of a corporation that has established an extended
filing  month,  the  extended  filing  month of the surviving
corporation, the tax shall be  computed  to  the  anniversary
month  or,  in the case of a corporation that has established
an extended filing month, the extended filing  month  of  the
surviving corporation in the next succeeding calendar year.
    (d)  The  basis for the annual franchise tax payable by a
foreign corporation shall be the amount represented  in  this
State,  determined  in accordance with the provisions of this
Section, of its paid-in capital on the last day of the  third
month  preceding  the  anniversary month or, in the case of a
corporation that has established an extended filing month, on
the last day of the corporation's fiscal year  preceding  the
extended filing month.
    (e)  The  amount represented in this State of the paid-in
capital of a foreign corporation shall be that proportion  of
its  paid-in  capital  that  the  sum of (1) the value of its
property located in this State and (2) the  gross  amount  of
business  transacted  by  it at or from places of business in
this State bears to the sum of (1) the value of  all  of  its
property,  wherever  located, and (2) the gross amount of its
business, wherever transacted, except as follows:
         (1) (a)  If the corporation  elects  in  its  annual
    report  in  any  year  to  pay its franchise tax upon its
    entire paid-in  capital,  all  franchise  taxes  accruing
    against  the  corporation  for that taxable year shall be
    computed  accordingly  until   the   corporation   elects
    otherwise in an annual report for a subsequent year.
         (2) (b)  If the corporation fails to file its annual
    report  in  any  year  within the time prescribed by this
    Act, the proportion of its paid-in capital represented in
    this State shall be  deemed  to  be  its  entire  paid-in
    capital, unless its annual report is thereafter filed and
    its  franchise  taxes  are  thereafter  adjusted  by  the
    Secretary  of  State in accordance with the provisions of
    this Act, in which case the proportion shall likewise  be
    adjusted to the same proportion that would have prevailed
    if the corporation had filed its annual report within the
    time prescribed by this Act.
         (3)  (c)  In  the  case  of  a statutory merger that
    becomes effective either prior to January 1, 1991  or  on
    or prior to the last day of the third month preceding the
    corporation's  anniversary  month  in 1991, the amount of
    the paid-in capital represented  in  this  State  of  the
    surviving corporation immediately after the merger, until
    the filing of the next annual report of such corporation,
    shall  be  deemed  to  be  that proportion of the paid-in
    capital of the surviving corporation that  the  aggregate
    amounts  represented  in  this  State  of  the sum of the
    paid-in capital of the  merged  corporations,  separately
    determined,  bore  to the total of the sum of the paid-in
    capital of all of  the  merged  corporations  immediately
    prior to the merger.
    (f)  For  increases  in paid-in capital that occur either
prior to January 1, 1991 or on or prior to the  last  day  of
the third month preceding the corporation's anniversary month
in  1991,  the  proportion   represented in this State of the
paid-in capital of a foreign corporation shall be  determined
from information contained in the latest annual report of the
corporation  on  file  on the date the particular increase in
paid-in capital is shown to have been made, or, if no  annual
report  was  on  file  on  the  date  of  the  increase, from
information contained in its application for a certificate of
authority to transact business in this State, or, in case  of
a  merger  that  becomes effective either prior to January 1,
1991 or on or prior to  the  last  day  of  the  third  month
preceding  the  surviving  corporation's anniversary month in
1991,  from  information  contained  in  the  report  of  the
surviving corporation of the amount of  its  paid-in  capital
following  the  merger.   For changes in paid-in capital that
occur after both December 31, 1990 and the last day  of  such
third  month, the proportion represented in this State of the
paid-in capital of a corporation  shall  be  determined  from
information  contained  in  the  latest  annual report of the
corporation for the taxable period in  which  the  particular
increase in paid-in capital is shown to have been made or, if
no  annual  report  was  on file on the date of the increase,
from information contained in its application for certificate
of authority to transact business in Illinois.
    (g)  No basis under  this  Section  may  consist  of  any
redeemable  preference  shares  sold  to  the  United  States
Secretary  of  Transportation  under  Sections 505 and 506 of
Public Law 94-210.
(Source: P.A. 86-985; 86-1217; 87-516.)

    (805 ILCS 5/15.75) (from Ch. 32, par. 15.75)
    Sec. 15.75.  Rate of franchise taxes payable  by  foreign
corporations.
    (a)  The  annual  franchise  tax  payable by each foreign
corporation shall be computed at the rate of 1/12 of 1/10  of
1% for each calendar month or fraction thereof for the period
commencing  on the first day of July 1983 to the first day of
the anniversary month in 1984, but  in  no  event  shall  the
amount of the annual franchise tax be less than $2.083333 per
month  based  on  a  minimum  of  $25  per annum or more than
$83,333.333333 per month, thereafter,  the  annual  franchise
tax  payable by each foreign corporation shall be computed at
the rate of 1/10 of 1% for the 12-months'  period  commencing
on  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, but in no event
shall the amount of the annual franchise tax be less than $25
nor more than $1,000,000 per annum.
    (b)  The  annual  franchise  tax  payable by each foreign
corporation at the time of filing a statement of election and
interim annual report shall be computed at the rate  of  1/10
of  1% for the 12 month period commencing on the first day of
the anniversary month of the corporation next  following  the
filing,  but  in  no  event  shall  the  amount of the annual
franchise tax be less than $25 nor more than  $1,000,000  per
annum.
    (c)  The  annual  franchise  tax  payable  at the time of
filing the final transition annual report shall be an  amount
equal  to  (i) 1/12 of 1/10 of 1% per month of the proportion
of paid-in capital represented in this State as shown in  the
final  transition annual report multiplied by (ii) the number
of  months  commencing  with  the  anniversary   month   next
following  the filing of the statement of election until, but
excluding, the second extended filing month, less the  annual
franchise  tax  theretofore  paid  at  the time of filing the
statement of election, but in no event shall  the  amount  of
the  annual  franchise  tax  be less than $2.083333 per month
based  on  a  minimum  of  $25  per  annum   or   more   than
$83,333.333333 per month.
    (d)  The  initial  franchise tax payable after January 1,
1983,  but  prior  to  January  1,  1991,  by  each   foreign
corporation  shall  be computed at the rate of 1/10 of 1% for
the 12 months' period commencing on  the  first  day  of  the
anniversary  month  in  which the certificate of authority is
issued to the corporation under Section 13.15  of  this  Act,
but  in no event shall the franchise tax be less than $25 nor
more than $1,000,000 per annum.  Except  in  the  case  of  a
foreign  corporation  that  has begun transacting business in
Illinois prior to January 1, 1991, the initial franchise  tax
payable  on  or  after  January  1,  1991,  by  each  foreign
corporation,  shall  be  computed at the rate of 15/100 of 1%
for the 12 month period commencing on the first  day  of  the
anniversary  month  in  which the certificate of authority is
issued to the corporation under Section 13.15  of  this  Act,
but  in no event shall the franchise tax be less than $25 nor
more than $1,000,000 per annum plus 1/20 of 1% of  the  basis
therefor.
    (e)  Whenever  the  application  for  the  certificate of
authority   indicates   that   the   corporation    commenced
transacting business:
         (1)  prior to January 1, 1991, the initial franchise
    tax  shall  be computed at the rate of 1/12 of 1/10 of 1%
    for each calendar month; or
         (2)  after December 31, 1990, the initial  franchise
    tax shall be computed at the rate of 1/12 of 15/100 of 1%
    for each calendar month.
    (f)  Each   additional  franchise  tax  payable  by  each
foreign corporation for the period beginning January 1,  1983
through  December  31,  1983 shall be computed at the rate of
1/12 of 1/10 of  1%  for  each  calendar  month  or  fraction
thereof  between  the date of each respective increase in its
paid-in capital and its anniversary month in 1984; thereafter
until the last day of the month that is both  after  December
31,  1990  and  the  third  month  immediately  preceding the
anniversary month in  1991,  each  additional  franchise  tax
payable  by each foreign corporation shall be computed at the
rate of 1/12 of 1/10  of  1%  for  each  calendar  month,  or
fraction   thereof,  between  the  date  of  each  respective
increase in its paid-in  capital  and  its  next  anniversary
month;  however,  if  the  increase occurs within the 2 month
period immediately preceding the anniversary month,  the  tax
shall  be  computed  to  the  anniversary  month  of the next
succeeding  calendar  year.  Commencing  with  increases   in
paid-in  capital  that  occur subsequent to both December 31,
1990  and  the  last  day  of  the  third  month  immediately
preceding the  anniversary  month  in  1991,  the  additional
franchise  tax  payable  by  a  foreign  corporation shall be
computed at the rate of 15/100 of 1%.
(Source: P.A. 86-985; 86-1217.)
    (805 ILCS 5/15.80) (from Ch. 32, par. 15.80)
    Sec.  15.80.   Computation  and  collection   of   annual
franchise taxes - proceeding for dissolution or revocation if
not paid.
    (a)  It  shall  be  the duty of the Secretary of State to
collect all annual franchise taxes and penalties  imposed  by
or payable in accordance with this Act.
    (b)  During the calendar year 1983, each corporation must
pay its annual franchise tax within 60 days preceding July 1,
1983,  for  the taxable year period beginning July 1, 1983 to
each corporation's anniversary  month  in  1984;  thereafter,
within  60  days  prior  to  the first day of the anniversary
month or, in cases where a  corporation  has  established  an
extended  filing  month,  the extended filing month each year
the Secretary of State shall collect from  each  corporation,
domestic  or  foreign,  required  to file an annual report in
such year, the franchise tax payable by it for the 12 months'
period commencing on the first day of the  anniversary  month
or,  in cases where a corporation has established an extended
filing month, the extended filing month of such year  or,  in
the  case  of  a  corporation  which has filed a statement of
election of an  extended  filing  date,  the  interim  period
resulting   therefrom   in   accordance  with  the  foregoing
provisions; and, if it has failed to file its  annual  report
and  pay its franchise tax within the time prescribed by this
Act, the penalties and interest will be imposed  pursuant  to
this  Act upon such corporation for its failure so to do; and
the Secretary of State shall mail a written  notice  to  each
corporation  against  which such tax is payable, addressed to
such corporation at its  registered  office  in  this  State,
notifying the corporation: (1) of the amount of franchise tax
payable  for  the  taxable  year  period  and  the  amount of
penalties and interest due for failure  to  file  its  annual
report  and  pay its franchise tax; and (2) that such tax and
penalties and interest shall be payable to the  Secretary  of
State.  Failure  to receive such notice shall not relieve the
corporation  of  its  obligation  to  pay  the  tax  and  any
penalties and any interest due  or  invalidate  the  validity
thereof.
    (c)  All  annual  franchise  taxes  for  the taxable year
period commencing on July 1, 1983 to the anniversary month of
each corporation in 1984 shall be due and payable by July  1,
1983.  Beginning with January 1984, all annual reports, fees,
and franchise taxes shall be due and  payable  prior  to  the
first  day  of  the  anniversary  month  or, in the case of a
corporation which has established an  extended  filing  month
subsequent  to  January 1, 1991, the extended filing month of
each corporation each year. If the annual franchise  tax  due
from  any  corporation  subject to the provisions of this Act
together with all penalties  and  interest  imposed  thereon,
shall  not  be paid to the Secretary of State before the date
of the year in  which  such  tax  is  due  and  payable,  the
Secretary  of State shall proceed under Section 12.40 of this
Act for the dissolution of a domestic  corporation  or  under
Section 13.55 for revocation of a foreign corporation.
    (d)  For  the purpose of enforcing collection, all annual
franchise taxes payable in accordance with this Act, and  all
penalties  due  thereon and all interest and costs that shall
accrue in connection with the collection thereof, shall be  a
prior and first lien on the real and personal property of the
corporation from and including the date of the year when such
franchise  taxes  become  due  and  payable until such taxes,
penalties, interest, and costs shall have been paid.
(Source: P.A. 86-985.)

    (805 ILCS 5/15.85) (from Ch. 32, par. 15.85)
    Sec. 15.85.  Effect of nonpayment of fees or taxes.
    (a)  The Secretary of State shall not file any  articles,
statements,  certificates, reports, applications, notices, or
other  papers  relating  to  any  corporation,  domestic   or
foreign, organized under or subject to the provisions of this
Act  until all fees, franchise taxes, and charges provided to
be paid in connection therewith shall have been paid  to  him
or her, or while the corporation is in default in the payment
of  any  fees,  franchise  taxes,  charges,  or penalties, or
interest herein provided to be paid by  or  assessed  against
it,  or  when  the  Illinois  Department of Revenue has given
notice that the corporation is in default in the filing of  a
return or the payment of any final assessment of tax, penalty
or  interest  as  required by any tax Act administered by the
Department.
    (b)  The Secretary of State shall not file, with  respect
to any domestic or foreign corporation, any document required
or  permitted to be filed by this Act, which has an effective
date other than the date of filing until there has been  paid
by such corporation to the Secretary of State all fees, taxes
and charges due and payable on or before said effective date.
    (c)  No  corporation  required  to  pay  a franchise tax,
license fee, or penalty, or interest  under  this  Act  shall
maintain  any  civil  action  until all such franchise taxes,
license fees, and penalties, and interest have been  paid  in
full.
    (d)  The  Secretary  of  State  shall,  from  information
received  from  the Illinois Commerce Commission, compile and
keep a list of all domestic and  foreign  corporations  which
are   regulated   pursuant  to  the  provisions  of  "An  Act
concerning public utilities", approved  June  29,  1921,  and
Chapter 18 of "The Illinois Vehicle Code", approved September
29,  1969,  and  which  hold,  as  a  prerequisite  for doing
business in this State, any  franchise,  license,  permit  or
right to engage in any business regulated by such Acts.
    (e)  Within  10  days after any such corporation fails to
pay a franchise tax, license fee,  or  penalty,  or  interest
required  under  this  Act,  the  Secretary shall, by written
notice, so advise the  Secretary  of  the  Illinois  Commerce
Commission.
(Source: P.A. 86-381.)

    (805 ILCS 5/16.05) (from Ch. 32, par. 16.05)
    Sec.   16.05.    Penalties   and  interest  imposed  upon
corporations.
    (a)  Each corporation, domestic or foreign, that fails or
refuses to file any annual report  or  report  of  cumulative
changes  in  paid-in  capital  and  pay any franchise tax due
pursuant to  the  report  prior  to  the  first  day  of  its
anniversary  month or, in the case of a corporation which has
established an extended filing  month,  the  extended  filing
month  of  the  corporation shall pay a penalty of 10% of the
amount of any delinquent franchise tax due for the report.
    (b)  Each corporation, domestic or foreign, that fails or
refuses to file a report of issuance of shares or increase in
paid-in capital within the time prescribed  by  this  Act  is
subject  to  a  penalty  on any obligation occurring prior to
January 1, 1991, and interest  on  those  obligations  on  or
after  January  1,  1991,  for each calendar month or part of
month that it is delinquent in the amount of 1% of the amount
of license fees and franchise taxes provided by this  Act  to
be  paid  on account of the issuance of shares or increase in
paid-in capital.
    (c)  Each corporation, domestic or foreign, that fails or
refuses to file a report of  cumulative  changes  in  paid-in
capital or report following merger within the time prescribed
by  this  Act  is  subject to interest on or after January 1,
1992, for each calendar month or part of  month  that  it  is
delinquent,  in  the  amount of 1% of the amount of franchise
taxes provided by this Act to  be  paid  on  account  of  the
issuance  of  shares or increase in paid-in capital disclosed
on the report of cumulative changes  in  paid-in  capital  or
report following merger, or $1, whichever is greater.
    (d)  If  the  annual  franchise  tax, or the supplemental
annual franchise tax for any 12-month period commencing  July
1,  1968,  or  July 1 of any subsequent year through June 30,
1983, assessed in accordance with this Act, is  not  paid  by
July 31, it is delinquent, and there is added a penalty prior
to  January  1,  1991,  and  interest on and after January 1,
1991, of 1% for each month  or  part  of  month  that  it  is
delinquent  commencing  with  the  month  of  August,  or $1,
whichever is greater.
    (e)  If the supplemental annual franchise tax assessed in
accordance with the provisions of this Act for  the  12-month
period  commencing July 1, 1967, is not paid by September 30,
1967, it is delinquent, and there is added a penalty prior to
January 1, 1991, and interest on and after January  1,  1991,
of  1%  for each month or part of month that it is delinquent
commencing with the month of October, 1967.
    (f)  If any annual franchise tax for any period beginning
on or after July 1, 1983, is not  paid  by  the  time  period
herein  prescribed,  it  is  delinquent  and there is added a
penalty prior to January 1, 1991, and interest on  and  after
January 1, 1991, of 1% for each month or part of a month that
it  is delinquent commencing with the anniversary month or in
the case of a corporation that has  established  an  extended
filing  month, the extended filing month, or $1, whichever is
greater.
    (g)  Any corporation, domestic or foreign, failing to pay
the prescribed fee for assumed corporate  name  renewal  when
due  and  payable  shall be given notice of nonpayment by the
Secretary of State by regular mail; and if the  fee  together
with a penalty fee of $5 is not paid within 90 days after the
notice  is  mailed,  the  right to use the assumed name shall
cease.
    (h)  Any  corporation  which  puts  forth  any  sign   or
advertisement,  assuming any name other than that by which it
is incorporated or otherwise authorized by law to act,  shall
be guilty of a Class C misdemeanor and shall be deemed guilty
of an additional offense for each day it shall continue to so
offend.
    (i)  Each corporation, domestic or foreign, that fails or
refuses  (1) to file in the office of the recorder within the
time prescribed by this Act any document required by this Act
to be so filed, or (2) to answer truthfully and fully  within
the time prescribed by this Act interrogatories propounded by
the Secretary of State in accordance with this Act, or (3) to
perform any other act required by this Act to be performed by
the corporation, is guilty of a Class C misdemeanor.
    (j)  Each  corporation  that  fails  or  refuses  to file
articles  of  revocation  of  dissolution  within  the   time
prescribed  by  this  Act  is  subject  to a penalty for each
calendar month or part of the month that it is delinquent  in
the amount of $50.
(Source: P.A. 86-985; 86-1217.)

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