Bill Text: IL HB3670 | 2017-2018 | 100th General Assembly | Introduced
Bill Title: Amends the Business Corporation Act of 1983. Increases from $200 to $500 the minimum base penalty for transacting business in this State without authority. Provides that a corporation that effects a change in the number of issued shares or the amount of paid-in capital prior to January 1, 2018, rather than effecting a change at any time, shall file a report regarding the issued shares or paid-in capital. Provides that franchise taxes are not payable on or after January 1, 2018. Provides that on and after January 1, 2018, a corporation that fails to file an annual report shall pay a penalty of $50 plus $10 per month or part of a month that the report is delinquent.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Failed) 2019-01-08 - Session Sine Die [HB3670 Detail]
Download: Illinois-2017-HB3670-Introduced.html
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1 | AN ACT concerning business.
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2 | Be it enacted by the People of the State of Illinois,
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3 | represented in the General Assembly:
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4 | Section 5. The Business Corporation Act of 1983 is amended | ||||||||||||||||||||||||||||||||||
5 | by changing Sections 13.70, 14.30, 15.35, 15.65, 15.97, and | ||||||||||||||||||||||||||||||||||
6 | 16.05 as follows:
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7 | (805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
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8 | Sec. 13.70. Transacting business without authority.
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9 | (a) No foreign corporation transacting business in this | ||||||||||||||||||||||||||||||||||
10 | State without
authority to do so is permitted to maintain a | ||||||||||||||||||||||||||||||||||
11 | civil
action in any
court of this State, until the corporation | ||||||||||||||||||||||||||||||||||
12 | obtains that
authority. Nor shall a civil action be maintained | ||||||||||||||||||||||||||||||||||
13 | in any court of this
State by any successor or assignee of the | ||||||||||||||||||||||||||||||||||
14 | corporation on any right, claim
or demand arising out of the | ||||||||||||||||||||||||||||||||||
15 | transaction of business by the corporation in
this State, until | ||||||||||||||||||||||||||||||||||
16 | authority to transact business in this
State is obtained by the
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17 | corporation or by a corporation that has acquired all or | ||||||||||||||||||||||||||||||||||
18 | substantially all
of its assets.
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19 | (b) The failure of a foreign corporation to obtain
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20 | authority to transact business in this State does not impair | ||||||||||||||||||||||||||||||||||
21 | the validity
of any contract or act of the corporation, and | ||||||||||||||||||||||||||||||||||
22 | does not prevent the
corporation from defending any action in | ||||||||||||||||||||||||||||||||||
23 | any court of this State.
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1 | (c) A foreign corporation that transacts business in this | ||||||
2 | State without authority is liable to this State, for the years | ||||||
3 | or parts
thereof during which it transacted business in this | ||||||
4 | State without authority, in an amount equal to all fees, | ||||||
5 | franchise taxes,
penalties and other charges that would have | ||||||
6 | been imposed by this Act upon
the corporation had it duly | ||||||
7 | applied for and received
authority to transact business in this | ||||||
8 | State as required by this Act, but
failed to pay the franchise | ||||||
9 | taxes that would have been computed thereon,
and thereafter | ||||||
10 | filed all reports required by this Act; and, if a
corporation | ||||||
11 | fails to file an application for
authority within 60 days
after | ||||||
12 | it commences business in this State, in addition
thereto it is | ||||||
13 | liable for a penalty of either 10% of the filing fee,
license | ||||||
14 | fee and franchise taxes or $500 $200 plus $25 $5.00 for each | ||||||
15 | month or
fraction thereof in which it has continued to transact | ||||||
16 | business in this
State without authority therefor, whichever | ||||||
17 | penalty is
greater. The Attorney General shall bring | ||||||
18 | proceedings to recover all
amounts due this State under this | ||||||
19 | Section.
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20 | (d) The Attorney General shall bring an action to restrain | ||||||
21 | a foreign corporation from transacting business in this State, | ||||||
22 | if the authority of the foreign corporation to transact | ||||||
23 | business has been revoked under subsection (m) of Section 13.50 | ||||||
24 | of this Act.
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25 | (Source: P.A. 95-515, eff. 8-28-07.)
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1 | (805 ILCS 5/14.30) (from Ch. 32, par. 14.30)
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2 | Sec. 14.30. Cumulative report of changes in issued shares | ||||||
3 | or paid-in
capital. | ||||||
4 | (a) Each domestic corporation and each foreign | ||||||
5 | corporation
authorized to transact business in this State that | ||||||
6 | effects any change in
the number of issued shares or the amount | ||||||
7 | of paid-in capital prior to January 1, 2018 that has
not | ||||||
8 | theretofore been reported in any report other than an annual | ||||||
9 | report,
interim annual report, or final transition annual | ||||||
10 | report, shall execute and
file, in accordance with Section 1.10 | ||||||
11 | of this Act, a report with respect to
the changes in its issued | ||||||
12 | shares or paid-in capital:
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13 | (1) that have occurred subsequent to the last day of | ||||||
14 | the third month
preceding its anniversary month in the | ||||||
15 | preceding year and prior to the
first day of the second | ||||||
16 | month immediately preceding its anniversary month
in the | ||||||
17 | current year; or
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18 | (2) in the case of a corporation that has established | ||||||
19 | an extended
filing month, that have occurred during its | ||||||
20 | fiscal year; or
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21 | (3) in the case of a statutory merger or consolidation | ||||||
22 | or an amendment
to the corporation's articles of | ||||||
23 | incorporation that affects the number of
issued shares or | ||||||
24 | the amount of paid-in capital,
that have
occurred between | ||||||
25 | the last day of the third month immediately preceding its
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26 | anniversary month and the date of the merger, |
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1 | consolidation, or
amendment or, in the
case of a | ||||||
2 | corporation that has established an extended filing month, | ||||||
3 | that
have occurred between the first day of its fiscal year | ||||||
4 | and the date of the
merger, consolidation, or amendment; or
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5 | (4) in the case of a statutory merger or consolidation | ||||||
6 | or an amendment
to the corporation's articles of | ||||||
7 | incorporation that affects the number of
issued shares or | ||||||
8 | the amount of paid-in capital,
that have
occurred between | ||||||
9 | the date of the merger, consolidation, or amendment (but
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10 | not including the merger,
consolidation, or amendment) and | ||||||
11 | the first day of the second month
immediately preceding
its | ||||||
12 | anniversary month in the current year, or in the case of a | ||||||
13 | corporation
that has established an extended filing month, | ||||||
14 | that have occurred between
the date of the merger, | ||||||
15 | consolidation or amendment (but not including the
merger, | ||||||
16 | consolidation or amendment) and the last day of
its fiscal | ||||||
17 | year.
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18 | (b) The corporation shall file the report required under | ||||||
19 | subsection
(a) not later than (i) the time its annual report is | ||||||
20 | required to be filed in
1992 and in each subsequent year and | ||||||
21 | (ii) not later than the time of filing
the articles of merger, | ||||||
22 | consolidation, or amendment to the articles of
incorporation | ||||||
23 | that affects the number of issued shares or the amount of | ||||||
24 | paid-in
capital of a domestic corporation or the certified copy | ||||||
25 | of
merger
of a foreign corporation.
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26 | (c) The report shall net decreases against increases that |
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1 | occur during
the same taxable period. The report shall set | ||||||
2 | forth:
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3 | (1) The name of the corporation and the state or | ||||||
4 | country under the laws
of which it is organized.
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5 | (2) A statement of the aggregate number of shares which | ||||||
6 | the corporation
has authority to issue, itemized by classes | ||||||
7 | and series, if any, within a class.
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8 | (3) A statement of the aggregate number of issued | ||||||
9 | shares as last
reported to the Secretary of State in any | ||||||
10 | document required or permitted by
this Act to be filed, | ||||||
11 | other than an annual report, interim annual report or
final | ||||||
12 | transition annual report, itemized by classes and series, | ||||||
13 | if any,
within a class.
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14 | (4) A statement, expressed in dollars, of the amount of | ||||||
15 | paid-in capital
of the corporation as last reported to the | ||||||
16 | Secretary of State in any
document required or permitted by | ||||||
17 | this Act to be filed, other than an
annual report, interim | ||||||
18 | annual report or final transition annual report.
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19 | (5) A statement, if applicable, of the aggregate number | ||||||
20 | of shares
issued by the corporation not theretofore | ||||||
21 | reported to the Secretary of
State as having been issued, | ||||||
22 | and a statement, expressed in dollars, of the
value of the | ||||||
23 | entire consideration received, less expenses, including
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24 | commissions, paid or incurred in connection with the | ||||||
25 | issuance, for, or on
account of, the issuance of the | ||||||
26 | shares, itemized by
classes, and series, if any, within a |
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1 | class; and in the case of shares
issued as a share | ||||||
2 | dividend, the amount added or transferred to the paid-in
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3 | capital of the corporation for, or on account of, the | ||||||
4 | issuance of the
shares; provided, however, that the report | ||||||
5 | shall also include the date of
each issuance made prior to | ||||||
6 | the current reporting period, and the number of
issued | ||||||
7 | shares and consideration received in each case.
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8 | (6) A statement, if applicable, expressed in dollars, | ||||||
9 | of the amount
added or transferred to paid-in capital of | ||||||
10 | the corporation without the
issuance of shares; provided, | ||||||
11 | however, that the report shall also include
the date of | ||||||
12 | each increase made prior to the current reporting period, | ||||||
13 | and
the consideration received in each case.
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14 | (7) In case of an exchange or reclassification of | ||||||
15 | issued shares
resulting in an increase in the amount of | ||||||
16 | paid-in capital, a statement of
the manner in which it was | ||||||
17 | effected, and a statement, expressed in dollars, of
the | ||||||
18 | amount added or transferred to the paid-in capital of the | ||||||
19 | corporation
as a result thereof, except any portion thereof | ||||||
20 | reported under any other
subsection of this Section as a | ||||||
21 | part of the consideration received by the
corporation for, | ||||||
22 | or on account of, its issued shares; provided, however,
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23 | that the report shall also include the date of each | ||||||
24 | exchange or
reclassification made prior to the current | ||||||
25 | reporting period and the
consideration received in each | ||||||
26 | case.
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1 | (8) If the consideration received for the issuance of | ||||||
2 | any shares not
theretofore reported as having been issued | ||||||
3 | consists of labor or services
performed or of property, | ||||||
4 | other than cash, then a statement, expressed in
dollars, of | ||||||
5 | the value of that consideration as fixed by the board of
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6 | directors.
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7 | (9) In the case of a cancellation of shares or a | ||||||
8 | reduction in paid-in
capital made pursuant to Section 9.20, | ||||||
9 | the aggregate
reduction in paid-in capital;
provided, | ||||||
10 | however, that the report shall also include the date of | ||||||
11 | each
reduction made prior to the current reporting period.
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12 | (10) A statement of the aggregate number of issued | ||||||
13 | shares itemized by
classes and series, if any, within a | ||||||
14 | class, after giving effect to the
changes reported.
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15 | (11) A statement, expressed in dollars, of the amount | ||||||
16 | of paid-in capital
of the corporation after giving effect | ||||||
17 | to the changes reported.
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18 | (d) No additional license fees or franchise taxes shall be | ||||||
19 | payable
upon the filing of the report to the extent that | ||||||
20 | license fees or franchise
taxes shall have been previously paid | ||||||
21 | by the corporation in respect of
shares previously issued which | ||||||
22 | are being exchanged for the shares the
issuance of which is | ||||||
23 | being reported, provided those facts are shown in
the report.
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24 | (e) The report shall be made on forms prescribed and | ||||||
25 | furnished by the
Secretary of State.
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26 | (f) Until the report under this Section or a report under |
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1 | Section 14.25
shall have been filed in the Office of the | ||||||
2 | Secretary of State showing a
reduction in paid-in capital, the | ||||||
3 | basis of the annual franchise tax payable
by the corporation | ||||||
4 | shall not be reduced, provided, however, in no event
shall the | ||||||
5 | annual franchise tax for any taxable year be reduced if the
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6 | report is not filed prior to the first day of the anniversary | ||||||
7 | month or, in
the case of a corporation which has established an | ||||||
8 | extended filing month,
the extended filing month of the | ||||||
9 | corporation of that taxable year and
before payment of its | ||||||
10 | annual franchise tax.
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11 | (Source: P.A. 90-421, eff. 1-1-98.)
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12 | (805 ILCS 5/15.35) (from Ch. 32, par. 15.35)
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13 | Sec. 15.35. Franchise taxes payable by domestic | ||||||
14 | corporations. For the privilege of exercising its franchises in | ||||||
15 | this State, each
domestic corporation shall pay to the | ||||||
16 | Secretary of State the following
franchise taxes, computed on | ||||||
17 | the basis, at the rates and for the periods
prescribed in this | ||||||
18 | Act:
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19 | (a) An initial franchise tax at the time of filing its | ||||||
20 | first report of
issuance of shares.
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21 | (b) An additional franchise tax at the time of filing (1) a | ||||||
22 | report of
the issuance of additional shares, or (2) a report of | ||||||
23 | an increase in paid-in
capital without the issuance of shares, | ||||||
24 | or (3) an amendment to the articles
of incorporation or a | ||||||
25 | report of cumulative changes in paid-in capital,
whenever any |
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1 | amendment or such report discloses an increase in its paid-in
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2 | capital over the amount thereof last reported in any document, | ||||||
3 | other than
an annual report, interim annual report or final | ||||||
4 | transition annual report
required by this Act to be filed in | ||||||
5 | the office of the Secretary of State.
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6 | (c) An additional franchise tax at the time of filing a | ||||||
7 | report of paid-in
capital following a statutory merger or | ||||||
8 | consolidation, which discloses that
the paid-in capital of the | ||||||
9 | surviving or new corporation immediately after
the merger or | ||||||
10 | consolidation is greater than the sum of the paid-in capital
of | ||||||
11 | all of the merged or consolidated corporations as last reported
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12 | by them in any documents, other than annual reports, required | ||||||
13 | by this Act
to be filed in the office of the Secretary of | ||||||
14 | State; and in addition, the
surviving or new corporation shall | ||||||
15 | be liable for a further additional franchise
tax on the paid-in | ||||||
16 | capital of each of the merged or consolidated
corporations as | ||||||
17 | last reported by them in any document, other than an annual
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18 | report, required by this Act to be filed with the Secretary of | ||||||
19 | State from
their taxable year end to the next succeeding | ||||||
20 | anniversary month or, in
the case of a corporation which has | ||||||
21 | established an extended filing month,
the extended filing month | ||||||
22 | of the surviving or new corporation; however if
the taxable | ||||||
23 | year ends within the 2 month period immediately preceding the
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24 | anniversary month or, in the case of a corporation which has | ||||||
25 | established an
extended filing month, the extended filing month | ||||||
26 | of the surviving or new
corporation the tax will be computed to |
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1 | the anniversary month or, in the
case of a corporation which | ||||||
2 | has established an extended filing month, the
extended filing | ||||||
3 | month of the surviving or new corporation in the next
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4 | succeeding calendar year.
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5 | (d) An annual franchise tax payable each year with the | ||||||
6 | annual report
which the corporation is required by this Act to | ||||||
7 | file.
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8 | (e) The provisions of this Section shall not apply to | ||||||
9 | require the payment of any franchise tax that would otherwise | ||||||
10 | have been due and payable on or after January 1, 2018. There | ||||||
11 | shall be no refunds or proration of franchise tax for any taxes | ||||||
12 | due and payable prior to January 1, 2018 on the basis that a | ||||||
13 | portion of the corporation's taxable year extends beyond | ||||||
14 | January 1, 2018. This amendatory Act of the 100th General | ||||||
15 | Assembly shall not affect any right accrued or established, or | ||||||
16 | any liability or penalty incurred prior to January 1, 2018. | ||||||
17 | (Source: P.A. 86-985.)
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18 | (805 ILCS 5/15.65) (from Ch. 32, par. 15.65)
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19 | Sec. 15.65. Franchise taxes payable by foreign | ||||||
20 | corporations. For the privilege of exercising its authority to | ||||||
21 | transact such business
in this State as set out in its | ||||||
22 | application therefor or any amendment
thereto, each foreign | ||||||
23 | corporation shall pay to the Secretary of State the
following | ||||||
24 | franchise taxes, computed on the basis, at the rates and for | ||||||
25 | the
periods prescribed in this Act:
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1 | (a) An initial franchise tax at the time of filing its | ||||||
2 | application for
authority to transact business in this State.
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3 | (b) An additional franchise tax at the time of filing (1) a | ||||||
4 | report of
the issuance of additional shares, or (2) a report of | ||||||
5 | an increase in paid-in
capital without the issuance of shares, | ||||||
6 | or (3) a report of cumulative
changes in paid-in capital or a | ||||||
7 | report of an exchange or reclassification
of shares, whenever | ||||||
8 | any such report discloses an increase in its paid-in
capital | ||||||
9 | over the amount thereof last reported in any document, other | ||||||
10 | than
an annual report, interim annual report or final | ||||||
11 | transition annual report,
required by this Act to be filed in | ||||||
12 | the office of the Secretary of State.
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13 | (c) Whenever the corporation shall be a party to a | ||||||
14 | statutory merger and
shall be the surviving corporation, an | ||||||
15 | additional franchise tax at the time
of filing its report | ||||||
16 | following merger, if such report discloses that the
amount | ||||||
17 | represented in this State of its paid-in capital immediately | ||||||
18 | after
the merger is greater than the aggregate of the amounts | ||||||
19 | represented in this
State of the paid-in capital of such of the | ||||||
20 | merged corporations as were
authorized to transact business in | ||||||
21 | this State at the time of the merger, as
last reported by them | ||||||
22 | in any documents, other than annual reports, required
by this | ||||||
23 | Act to be filed in the office of the Secretary of State; and in
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24 | addition, the surviving corporation shall be liable for a | ||||||
25 | further
additional franchise tax on the paid-in capital of each | ||||||
26 | of the merged
corporations as last reported by them in any |
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1 | document, other than an annual
report, required by this Act to | ||||||
2 | be filed with the Secretary
of State, from their taxable year | ||||||
3 | end to the next succeeding anniversary
month or, in the case of | ||||||
4 | a corporation which has established an extended
filing month, | ||||||
5 | the extended filing month of the surviving corporation;
however | ||||||
6 | if the taxable year ends within the 2 month period immediately
| ||||||
7 | preceding the anniversary month or the extended filing month of | ||||||
8 | the
surviving corporation, the tax will be computed to the | ||||||
9 | anniversary or,
extended filing month of the surviving | ||||||
10 | corporation in the next succeeding
calendar year.
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11 | (d) An annual franchise tax payable each year with any
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12 | annual report which the corporation is required by this Act to | ||||||
13 | file.
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14 | (e) The provisions of this Section shall not apply to | ||||||
15 | require the payment of any franchise tax that would otherwise | ||||||
16 | have been due and payable on or after January 1, 2018. There | ||||||
17 | shall be no refunds or proration of franchise tax for any taxes | ||||||
18 | due and payable prior to January 1, 2018 on the basis that a | ||||||
19 | portion of the corporation's taxable year extends beyond | ||||||
20 | January 1, 2018. This amendatory Act of the 100th General | ||||||
21 | Assembly shall not affect any right accrued or established, or | ||||||
22 | any liability or penalty incurred prior to January 1, 2018. | ||||||
23 | (Source: P.A. 92-33, eff. 7-1-01.)
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24 | (805 ILCS 5/15.97) (from Ch. 32, par. 15.97)
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25 | Sec. 15.97. Corporate Franchise Tax Refund Fund.
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1 | (a) Beginning July 1, 1993, a percentage of the amounts | ||||||
2 | collected
under Sections 15.35, 15.45, 15.65, and 15.75 of this | ||||||
3 | Act shall be
deposited into the Corporate Franchise Tax Refund | ||||||
4 | Fund, a special Fund
hereby created in the State treasury. From | ||||||
5 | July 1, 1993, until December 31,
1994, there shall be deposited | ||||||
6 | into the Fund 3% of the amounts received
under those Sections. | ||||||
7 | Beginning January 1, 1995, and for each fiscal year
beginning | ||||||
8 | thereafter, 2% of the amounts collected under those Sections
| ||||||
9 | during the preceding fiscal year shall be deposited into the | ||||||
10 | Fund.
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11 | (b) Beginning July 1, 1993, moneys in the Fund shall be | ||||||
12 | expended
exclusively for the purpose of paying refunds payable | ||||||
13 | because of overpayment
of franchise taxes, penalties, or | ||||||
14 | interest under Sections 13.70, 15.35,
15.45, 15.65, 15.75, and | ||||||
15 | 16.05 of this
Act and making transfers authorized under this | ||||||
16 | Section. Refunds in
accordance with the provisions of | ||||||
17 | subsections (f) and (g) of Section 1.15
and Section 1.17 of | ||||||
18 | this Act may be made from the Fund only to the extent that
| ||||||
19 | amounts collected under Sections 15.35, 15.45, 15.65, and 15.75 | ||||||
20 | of this Act
have been deposited in the Fund and remain | ||||||
21 | available. On or before August 31 of each year, the balance in | ||||||
22 | the Fund in excess of $100,000 shall be transferred to the | ||||||
23 | General Revenue Fund. Notwithstanding the above, for the period | ||||||
24 | commencing on the effective date of this amendatory Act of the | ||||||
25 | 100th General Assembly and continuing through December 31, | ||||||
26 | 2020, amounts in the fund shall not be transferred to the |
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1 | General Revenue Fund and shall be used to pay refunds in | ||||||
2 | accordance with the provisions of this Act. Within a reasonable | ||||||
3 | time after January 1, 2021, the Secretary of State shall direct | ||||||
4 | and the Comptroller shall order transferred to the General | ||||||
5 | Revenue Fund all amounts remaining in the fund.
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6 | (c) This Act shall constitute an irrevocable and continuing
| ||||||
7 | appropriation from the Corporate Franchise Tax Refund Fund for | ||||||
8 | the purpose
of paying refunds upon the order of the Secretary | ||||||
9 | of State in accordance
with the provisions of this Section.
| ||||||
10 | (Source: P.A. 99-620, eff. 1-1-17 .)
| ||||||
11 | (805 ILCS 5/16.05) (from Ch. 32, par. 16.05)
| ||||||
12 | Sec. 16.05. Penalties and interest imposed upon | ||||||
13 | corporations.
| ||||||
14 | (a) Each
corporation, domestic or foreign, that fails or | ||||||
15 | refuses to file any annual
report or report of cumulative | ||||||
16 | changes in paid-in capital and pay any
franchise tax due | ||||||
17 | pursuant to the report prior to the first day of its
| ||||||
18 | anniversary month
or, in the case of a corporation which has | ||||||
19 | established an extended filing
month, the extended filing month | ||||||
20 | of the corporation
shall pay a penalty of 10% of the amount of | ||||||
21 | any
delinquent franchise tax due for the report. From February | ||||||
22 | 1, 2008 through March 15, 2008, no penalty shall be imposed | ||||||
23 | with respect to any amount of delinquent franchise tax paid | ||||||
24 | pursuant to the Franchise Tax and License Fee Amnesty Act of | ||||||
25 | 2007.
Notwithstanding the above, commencing on January 1, 2018, |
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| |||||||
1 | each corporation, domestic or foreign, that fails or refuses to | ||||||
2 | file any annual report prior to the first day of its | ||||||
3 | anniversary month, or in the case of a corporation which has | ||||||
4 | established an extended filing month, the extended filing month | ||||||
5 | of the corporation, shall pay a penalty of $50 plus $10 for | ||||||
6 | each calendar month or part of the month that it is delinquent.
| ||||||
7 | (b) Each corporation, domestic or foreign, that fails or | ||||||
8 | refuses to file
a report of issuance of shares or increase in | ||||||
9 | paid-in capital within the
time prescribed by this Act is | ||||||
10 | subject to a penalty on any obligation
occurring prior to | ||||||
11 | January 1, 1991, and interest on those obligations on or
after | ||||||
12 | January 1, 1991, for each calendar month or part of month that | ||||||
13 | it is
delinquent in the amount of 2% of the amount of license | ||||||
14 | fees and franchise
taxes provided by this Act to be paid on | ||||||
15 | account of the issuance of shares
or increase in paid-in | ||||||
16 | capital. From February 1, 2008 through March 15, 2008, no | ||||||
17 | penalty shall be imposed, or interest charged, with respect to | ||||||
18 | any amount of delinquent license fees and franchise taxes paid | ||||||
19 | pursuant to the Franchise Tax and License Fee Amnesty Act of | ||||||
20 | 2007.
| ||||||
21 | (c) Each corporation, domestic or foreign, that fails or | ||||||
22 | refuses to file
a
report of cumulative changes in paid-in | ||||||
23 | capital or report following merger
within the time prescribed | ||||||
24 | by this Act is subject to interest on or after
January 1, 1992, | ||||||
25 | for each calendar month or part of month that it is
delinquent, | ||||||
26 | in the amount of 2% of the amount of franchise taxes provided
|
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1 | by this Act to be paid on account of the issuance of shares or | ||||||
2 | increase in
paid-in capital disclosed on the report of | ||||||
3 | cumulative changes in paid-in
capital or report following | ||||||
4 | merger, or $1, whichever is greater. From February 1, 2008 | ||||||
5 | through March 15, 2008, no interest shall be charged with | ||||||
6 | respect to any amount of delinquent franchise tax paid pursuant | ||||||
7 | to the Franchise Tax and License Fee Amnesty Act of 2007.
| ||||||
8 | Notwithstanding the above, commencing on January 1, 2018, each | ||||||
9 | corporation, domestic or foreign, that fails or refuses to file | ||||||
10 | any report following merger within the time prescribed by this | ||||||
11 | Act, shall pay a penalty of $50 plus $10 for each calendar | ||||||
12 | month or part of the month that it is delinquent.
| ||||||
13 | (d) If the annual franchise tax, or the supplemental annual | ||||||
14 | franchise
tax
for any 12-month period commencing July 1, 1968, | ||||||
15 | or July 1 of any
subsequent year through June 30, 1983, | ||||||
16 | assessed in accordance with this
Act, is not paid by July 31, | ||||||
17 | it is delinquent, and there is added a penalty
prior to January | ||||||
18 | 1, 1991, and interest on and after January 1, 1991, of 2%
for | ||||||
19 | each month or part of month that it is delinquent commencing | ||||||
20 | with the
month of August, or $1, whichever is greater. From | ||||||
21 | February 1, 2008 through March 15, 2008, no penalty shall be | ||||||
22 | imposed, or interest charged, with respect to any amount of | ||||||
23 | delinquent franchise taxes paid pursuant to the Franchise Tax | ||||||
24 | and License Fee Amnesty Act of 2007.
| ||||||
25 | (e) If the supplemental annual franchise tax assessed in | ||||||
26 | accordance with
the provisions of this Act for the 12-month |
| |||||||
| |||||||
1 | period commencing July 1,
1967, is not paid by September 30, | ||||||
2 | 1967, it is delinquent, and there is
added a penalty prior to | ||||||
3 | January 1, 1991, and interest on and after
January 1, 1991, of | ||||||
4 | 2% for each month or part of month that it is
delinquent | ||||||
5 | commencing with the month of October, 1967. From February 1, | ||||||
6 | 2008 through March 15, 2008, no penalty shall be imposed, or | ||||||
7 | interest charged, with respect to any amount of delinquent | ||||||
8 | franchise taxes paid pursuant to the Franchise Tax and License | ||||||
9 | Fee Amnesty Act of 2007.
| ||||||
10 | (f) If any annual franchise tax for any period beginning on | ||||||
11 | or after
July 1,
1983, is not paid by the time period herein | ||||||
12 | prescribed, it is delinquent
and there is added a penalty prior | ||||||
13 | to January 1, 1991, and interest on
and after January 1, 1991, | ||||||
14 | of 2% for each month or part of a month that
it is delinquent | ||||||
15 | commencing with the anniversary month or in the case of
a | ||||||
16 | corporation that has established an extended filing month, the | ||||||
17 | extended
filing month, or $1, whichever is greater. From | ||||||
18 | February 1, 2008 through March 15, 2008, no penalty shall be | ||||||
19 | imposed, or interest charged, with respect to any amount of | ||||||
20 | delinquent franchise taxes paid pursuant to the Franchise Tax | ||||||
21 | and License Fee Amnesty Act of 2007.
| ||||||
22 | (g) Any corporation, domestic or foreign, failing to pay | ||||||
23 | the prescribed
fee for assumed corporate name renewal when due | ||||||
24 | and payable shall be given
notice of nonpayment by the | ||||||
25 | Secretary of State by regular mail; and if
the fee together | ||||||
26 | with a penalty fee of $5 is not paid within
90 days after the |
| |||||||
| |||||||
1 | notice is mailed, the right to use the assumed
name shall | ||||||
2 | cease.
| ||||||
3 | (h) Any corporation which (i) puts forth any sign or
| ||||||
4 | advertisement, assuming
any name other than that by which it is | ||||||
5 | incorporated or otherwise
authorized by law to act or (ii) | ||||||
6 | violates Section 3.25, shall be guilty of
a Class C misdemeanor | ||||||
7 | and
shall be deemed guilty of an additional offense for each | ||||||
8 | day it shall
continue to so offend.
| ||||||
9 | (i) Each corporation, domestic or foreign, that fails or | ||||||
10 | refuses (1) to
answer truthfully and fully within the time | ||||||
11 | prescribed by this Act
interrogatories propounded by the | ||||||
12 | Secretary of State in accordance with
this Act or (2) to | ||||||
13 | perform any other act required by this Act to be
performed by | ||||||
14 | the corporation, is guilty of a Class C misdemeanor.
| ||||||
15 | (j) Each corporation that fails or refuses to file articles | ||||||
16 | of
revocation
of dissolution within the time prescribed by this | ||||||
17 | Act is subject to a
penalty for each calendar month or part of | ||||||
18 | the month that it is delinquent
in the amount of $50.
| ||||||
19 | (Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08; | ||||||
20 | 96-1121, eff. 1-1-11.)
|