Bill Text: IL HB4160 | 2013-2014 | 98th General Assembly | Amended

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Bill Title: Amends the Franchise Tax and License Fee Amnesty Act of 2007. Makes a technical change in a Section concerning the short title.

Sponsorship: Partisan Bill (Democrat 1)

Status: (Failed) 2014-12-03 - Session Sine Die [HB4160 Detail]

Download: Illinois-2013-HB4160-Amended.html

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Rep. Barbara Flynn Currie

Filed: 5/8/2014

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AMENDMENT TO HOUSE BILL 4160
AMENDMENT NO. ______. Amend House Bill 4160 by replacing
everything after the enacting clause with the following:
"Section 5. The Business Corporation Act of 1983 is amended
by changing Sections 8.65, 12.40, and 12.45 as follows:
(805 ILCS 5/8.65) (from Ch. 32, par. 8.65)
Sec. 8.65. Liability of directors in certain cases.
(a) In addition to any other liabilities imposed by law
upon directors of a corporation, they are liable as follows:
(1) The directors of a corporation who vote for or
assent to any distribution prohibited by Section 9.10 of
this Act shall be jointly and severally liable to the
corporation for the amount of such distribution.
(2) If a dissolved corporation shall proceed to bar any
known claims against it under Section 12.75, the directors
of such corporation who fail to take reasonable steps to

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cause the notice required by Section 12.75 of this Act to
be given to any known creditor of such corporation shall be
jointly and severally liable to such creditor for all loss
and damage occasioned thereby.
(3) Unless dissolution is subsequently revoked
pursuant to Section 12.25 of this Act, the The directors of
a corporation that carries on its business after the filing
by the Secretary of State of articles of dissolution with
respect to a voluntary dissolution authorized as provided
by this Act, otherwise than so far as may be necessary or
appropriate to wind up and liquidate its business and
affairs for the winding up thereof, shall be jointly and
severally liable to the creditors of such corporation for
all debts and liabilities of the corporation incurred in so
carrying on its business. Directors of a corporation that
carries on its business during a period of administrative
dissolution shall not be liable under this paragraph (a)(3)
if the Secretary of State subsequently files an application
for reinstatement under subsection (c) of Section 12.45,
which reinstatement shall have the effect described in
subsection (d) of Section 12.45.
(b) A director of a corporation who is present at a meeting
of its board of directors at which action on any corporate
matter is taken is conclusively presumed to have assented to
the action taken unless his or her dissent is entered in the
minutes of the meeting or unless he or she files his or her

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written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or
forwards such dissent by registered or certified mail to the
secretary of the corporation immediately after the adjournment
of the meeting. Such right to dissent does not apply to a
director who voted in favor of such action.
(c) A director shall not be liable for a distribution of
assets to the shareholders of a corporation in excess of the
amount authorized by Section 9.10 of this Act if he or she
relied and acted in good faith upon a balance sheet and profit
and loss statement of the corporation represented to him or her
to be correct by the president or the officer of such
corporation having charge of its books of account, or certified
by an independent public or certified public accountant or firm
of such accountants to fairly reflect the financial condition
of such corporation, nor shall he or she be so liable if in
good faith in determining the amount available for any such
dividend or distribution he or she considered the assets to be
of their book value.
(d) Any director against whom a claim is asserted under
this Section and who is held liable thereon, is entitled to
contribution from the other directors who are likewise liable
thereon.
Any director against whom a claim is asserted for the
improper distribution of assets of a corporation and who is
held liable thereon, is entitled to contribution from the

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shareholders who knowingly accepted or received any such
distribution in proportion to the amounts received by them
respectively.
(Source: P.A. 84-924.)
(805 ILCS 5/12.40) (from Ch. 32, par. 12.40)
Sec. 12.40. Procedure for administrative dissolution.
(a) After the Secretary of State determines that one or
more grounds exist under Section 12.35 for the administrative
dissolution of a corporation, he or she shall send by regular
mail to each delinquent corporation a Notice of Delinquency to
its registered office, or, if the corporation has failed to
maintain a registered office, then to the president or other
principal officer at the last known office of said officer.
(b) If the corporation does not correct the default
described in paragraphs (a) through (e) of Section 12.35 within
90 days following such notice, the Secretary of State shall
thereupon dissolve the corporation by issuing a certificate of
dissolution that recites the ground or grounds for dissolution
and its effective date. If the corporation does not correct the
default described in paragraphs (f) through (h) of Section
12.35, within 30 days following such notice, the Secretary of
State shall thereupon dissolve the corporation by issuing a
certificate of dissolution as herein prescribed. The Secretary
of State shall file the original of the certificate in his or
her office and mail one copy to the corporation at its

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registered office or, if the corporation has failed to maintain
a registered office, then to the president or other principal
officer at the last known office of said officer.
(c) The administrative dissolution of a corporation
terminates its corporate existence and such a dissolved
corporation shall not thereafter carry on any business,
provided however, that such a dissolved corporation may take
all action authorized under Section 12.75 or as otherwise
necessary or appropriate to wind up and liquidate its business
and affairs under Section 12.30.
(Source: P.A. 96-1121, eff. 1-1-11.)
(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
Sec. 12.45. Reinstatement following administrative
dissolution.
(a) A domestic corporation administratively dissolved
under Section 12.40 may be reinstated by the Secretary of State
following the date of issuance of the certificate of
dissolution upon:
(1) The filing of an application for reinstatement.
(2) The filing with the Secretary of State by the
corporation of all reports then due and theretofore
becoming due.
(3) The payment to the Secretary of State by the
corporation of all fees, franchise taxes, and penalties
then due and theretofore becoming due.

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(b) The application for reinstatement shall be executed and
filed in duplicate in accordance with Section 1.10 of this Act
and shall set forth:
(1) The name of the corporation at the time of the
issuance of the certificate of dissolution.
(2) If such name is not available for use as determined
by the Secretary of State at the time of filing the
application for reinstatement, the name of the corporation
as changed, provided however, and any change of name is
properly effected pursuant to Section 10.05 and Section
10.30 of this Act.
(3) The date of the issuance of the certificate of
dissolution.
(4) The address, including street and number, or rural
route number of the registered office of the corporation
upon reinstatement thereof, and the name of its registered
agent at such address upon the reinstatement of the
corporation, provided however, that any change from either
the registered office or the registered agent at the time
of dissolution is properly reported pursuant to Section
5.10 of this Act.
(c) When a dissolved corporation has complied with the
provisions of this Section the Secretary of State shall file
the application for reinstatement.
(d) Upon the filing of the application for reinstatement,
the corporate existence for all purposes shall be deemed to

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have continued without interruption from the date of the
issuance of the certificate of dissolution, and the corporation
shall stand revived with such powers, duties and obligations as
if it had not been dissolved; and all acts and proceedings of
its officers, directors and shareholders, directors, officers,
employees, and agents, acting or purporting to act in that
capacity as such, and which would have been legal and valid but
for such dissolution, shall stand ratified and confirmed.
(e) Without limiting the generality of subsection (d), upon
the filing of the application for reinstatement, no
shareholder, director, or officer shall be personally liable,
under Section 8.65 of this Act or otherwise, for the debts and
liabilities of the corporation incurred during the period of
administrative dissolution by reason of the fact that the
corporation was administratively dissolved at the time the
debts or liabilities were incurred.
(Source: P.A. 96-328, eff. 8-11-09.)
Section 10. The General Not For Profit Corporation Act of
1986 is amended by changing Sections 108.65, 112.40, and 112.45
as follows:
(805 ILCS 105/108.65) (from Ch. 32, par. 108.65)
Sec. 108.65. Liability of directors in certain cases.
(a) In addition to any other liabilities imposed by law
upon directors of a corporation, they are liable as follows:

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(1) The directors of a corporation who vote for or
assent to any distribution not authorized by Section 109.10
or Article 12 of this Act shall be jointly and severally
liable to the corporation for the amount of such
distribution.
(2) If a dissolved corporation shall proceed to bar any
known claims against it under Section 112.75 of this Act,
the directors of such corporation who fail to take
reasonable steps to cause the notice required by Section
112.75 of this Act to be given to any known creditor of
such corporation shall be jointly and severally liable to
such creditor for all loss and damage occasioned thereby.
(3) Unless dissolution is subsequently revoked
pursuant to Section 112.25 of this Act, the The directors
of a corporation that conducts its affairs after the filing
by the Secretary of State of articles of dissolution with
respect to a voluntary dissolution authorized as provided
by this Act, otherwise than so far as may be necessary or
appropriate to wind up and liquidate its affairs for the
winding up thereof, shall be jointly and severally liable
to the creditors of such corporation for all debts and
liabilities of the corporation incurred in so conducting
its affairs. Directors of a corporation that conducts its
affairs during a period of administrative dissolution
shall not be liable under this paragraph (a)(3) if the
Secretary of State subsequently files an application for

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reinstatement under subsection (c) of Section 112.45,
which reinstatement shall have the effect described in
subsection (d) of Section 112.45.
(b) A director of a corporation who is present at a meeting
of its board of directors at which action on any corporate
matter is taken is conclusively presumed to have assented to
the action taken unless his or her dissent or abstention is
entered in the minutes of the meeting or unless he or she files
his or her written dissent or abstention to such action with
the person acting as the secretary of the meeting before the
adjournment thereof or forwards such dissent or abstention by
registered or certified mail to the secretary of the
corporation immediately after the adjournment of the meeting.
Such right to dissent or abstain does not apply to a director
who voted in favor of such action.
(c) A director shall not be liable for a distribution of
assets to any person in excess of the amount authorized by
Section 109.10 or Article 12 of this Act if he or she relied
and acted in good faith upon a balance sheet and profit and
loss statement of the corporation represented to him or her to
be correct by the president or the officer of such corporation
having charge of its books of account, or certified by an
independent public or certified public accountant or firm of
such accountants to fairly reflect the financial condition of
such corporation, nor shall he or she be so liable if in good
faith in determining the amount available for any such

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distribution he or she considered the assets to be of their
book value.
(d) Any director against whom a claim is asserted under
this Section and who is held liable thereon, is entitled to
contribution from the other directors who are likewise liable
thereon. Any director against whom a claim is asserted for the
improper distribution of assets of a corporation, and who is
held liable thereon, is entitled to contribution from the
persons who knowingly accepted or received any such
distribution in proportion to the amounts received by them
respectively.
(Source: P.A. 84-1423.)
(805 ILCS 105/112.40) (from Ch. 32, par. 112.40)
Sec. 112.40. Procedure for administrative dissolution.
(a) After the Secretary of State determines that one or
more grounds exist under Section 112.35 of this Act for the
administrative dissolution of a corporation, he or she shall
send by regular mail to each delinquent corporation a Notice of
Delinquency to its registered office, or, if the corporation
has failed to maintain a registered office, then to the
president or other principal officer at the last known office
of said officer.
(b) If the corporation does not correct the default within
90 days following such notice, the Secretary of State shall
thereupon dissolve the corporation by issuing a certificate of

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dissolution that recites the ground or grounds for dissolution
and its effective date. The Secretary of State shall file the
original of the certificate in his or her office and mail one
copy to the corporation at its registered office or, if the
corporation has failed to maintain a registered office, then to
the president or other principal officer at the last known
office of said officer.
(c) The administrative dissolution of a corporation
terminates its corporate existence and such a dissolved
corporation shall not thereafter carry on any affairs, provided
however, that such a dissolved corporation may take all action
authorized under Section 112.75 of this Act or as otherwise
necessary or appropriate to wind up and liquidate its affairs
under Section 112.30 of this Act.
(Source: P.A. 96-1121, eff. 1-1-11.)
(805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
Sec. 112.45. Reinstatement following administrative
dissolution.
(a) A domestic corporation administratively dissolved
under Section 112.40 of this Act may be reinstated by the
Secretary of State following the date of issuance of the
certificate of dissolution upon:
(1) The filing of an application for reinstatement;
(2) The filing with the Secretary of State by the
corporation of all reports then due and theretofore

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becoming due;
(3) The payment to the Secretary of State by the
corporation of all fees and penalties then due and
theretofore becoming due.
(b) The application for reinstatement shall be executed and
filed in duplicate in accordance with Section 101.10 of this
Act and shall set forth:
(1) The name of the corporation at the time of the
issuance of the certificate of dissolution;
(2) If such name is not available for use as determined
by the Secretary of State at the time of filing the
application for reinstatement, the name of the corporation
as changed; provided, however, that any change of name is
properly effected pursuant to Section 110.05 and Section
110.30 of this Act;
(3) The date of the issuance of the certificate of
dissolution;
(4) The address, including street and number, or rural
route number, of the registered office of the corporation
upon reinstatement thereof, and the name of its registered
agent at such address upon the reinstatement of the
corporation, provided however, that any change from either
the registered office or the registered agent at the time
of dissolution is properly reported pursuant to Section
105.10 of this Act.
(c) When a dissolved corporation has complied with the

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provisions of this Section, the Secretary of State shall file
the application for reinstatement.
(d) Upon the filing of the application for reinstatement,
the corporate existence for all purposes shall be deemed to
have continued without interruption from the date of the
issuance of the certificate of dissolution, and the corporation
shall stand revived with such powers, duties and obligations as
if it had not been dissolved; and all acts and proceedings of
its shareholders, members, officers, employees, and agents
officers, directors and members, acting or purporting to act in
that capacity as such, and which would have been legal and
valid but for such dissolution, shall stand ratified and
confirmed.
(e) Without limiting the generality of subsection (d), upon
filing of the application for reinstatement, no shareholder,
director, or officer shall be personally liable, under Section
108.65 of this Act or otherwise, for the debts and liabilities
of the corporation incurred during the period of administrative
dissolution by reason of the fact that the corporation was
administratively dissolved at the time the debts or liabilities
were incurred.
(Source: P.A. 94-605, eff. 1-1-06.)
Section 15. The Limited Liability Company Act is amended by
changing Sections 35-30 and 35-40 as follows:

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(805 ILCS 180/35-30)
Sec. 35-30. Procedure for administrative dissolution.
(a) After the Secretary of State determines that one or
more grounds exist under Section 35-25 for the administrative
dissolution of a limited liability company, the Secretary of
State shall send a notice of delinquency by regular mail to
each delinquent limited liability company at its registered
office or, if the limited liability company has failed to
maintain a registered office, then to the last known address
shown on the records of the Secretary of State for the
principal place of business of the limited liability company.
(b) If the limited liability company does not correct the
default described in paragraphs (1) or (2) of Section 35-25
within 120 days following the date of the notice of
delinquency, the Secretary of State shall thereupon dissolve
the limited liability company by issuing a certificate of
dissolution that recites the grounds for dissolution and its
effective date. If the limited liability company does not
correct the default described in paragraphs (2.5), (3), (4), or
(5) of Section 35-25 within 60 days following the notice, the
Secretary of State shall dissolve the limited liability company
by issuing a certificate of dissolution that recites the
grounds for dissolution and its effective date. The Secretary
of State shall file the original of the certificate in his or
her office and mail one copy to the limited liability company
at its registered office or, if the limited liability company

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has failed to maintain a registered office, then to the last
known address shown on the records of the Secretary of State
for the principal place of business of the limited liability
company.
(c) Upon the administrative dissolution of a limited
liability company, a dissolved limited liability company shall
continue for only the purpose of winding up its business. A
dissolved limited liability company may take all action
authorized under Section 1-30 or otherwise necessary or
appropriate to wind up its business and affairs and terminate.
(Source: P.A. 98-171, eff. 8-5-13.)
(805 ILCS 180/35-40)
Sec. 35-40. Reinstatement following administrative
dissolution.
(a) A limited liability company administratively dissolved
under Section 35-25 may be reinstated by the Secretary of State
following the date of issuance of the notice of dissolution
upon:
(1) The filing of an application for reinstatement.
(2) The filing with the Secretary of State by the
limited liability company of all reports then due and
theretofore becoming due.
(3) The payment to the Secretary of State by the
limited liability company of all fees and penalties then
due and theretofore becoming due.

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(b) The application for reinstatement shall be executed and
filed in duplicate in accordance with Section 5-45 of this Act
and shall set forth all of the following:
(1) The name of the limited liability company at the
time of the issuance of the notice of dissolution.
(2) If the name is not available for use as determined
by the Secretary of State at the time of filing the
application for reinstatement, the name of the limited
liability company as changed, provided that any change of
name is properly effected under Section 1-10 and Section
5.25 of this Act.
(3) The date of issuance of the notice of dissolution.
(4) The address, including street and number or rural
route number of the registered office of the limited
liability company upon reinstatement thereof and the name
of its registered agent at that address upon the
reinstatement of the limited liability company, provided
that any change from either the registered office or the
registered agent at the time of dissolution is properly
reported under Section 1-35 of this Act.
(c) When a dissolved limited liability company has complied
with the provisions of the Section, the Secretary of State
shall file the application for reinstatement.
(d) Upon the filing of the application for reinstatement,
the limited liability company existence shall be deemed to have
continued without interruption from the date of the issuance of

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the notice of dissolution, and the limited liability company
shall stand revived with the powers, duties, and obligations as
if it had not been dissolved; and all acts and proceedings of
its members, or managers, officers, employees, and agents,
acting or purporting to act in that capacity, and which that
would have been legal and valid but for the dissolution, shall
stand ratified and confirmed.
(e) Without limiting the generality of subsection (d), upon
the filing of the application for reinstatement, no member,
manager, or officer shall be personally liable for the debts
and liabilities of the limited liability company incurred
during the period of administrative dissolution by reason of
the fact that the limited liability company was
administratively dissolved at the time the debts or liabilities
were incurred.
(Source: P.A. 94-605, eff. 1-1-06.)
Section 20. The Uniform Limited Partnership Act (2001) is
amended by changing Sections 809 and 810 as follows:
(805 ILCS 215/809)
Sec. 809. Administrative dissolution.
(a) The Secretary of State may dissolve a limited
partnership administratively if the limited partnership does
not, within 60 days after the due date:
(1) pay any fee, tax, or penalty due to the Secretary

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of State under this Act or other law;
(2) file its annual report with the Secretary of State;
or
(3) appoint and maintain an agent for service of
process in Illinois after a registered agent's notice of
resignation under Section 116.
(b) If the Secretary of State determines that a ground
exists for administratively dissolving a limited partnership,
the Secretary of State shall file a record of the determination
and send a copy of the filed record to the limited
partnership's agent for service of process in this State, or if
the limited partnership does not appoint and maintain a proper
agent, to the limited partnership's designated office.
(c) If within 60 days after service of the copy of the
record of determination the limited partnership does not
correct each ground for dissolution or demonstrate to the
reasonable satisfaction of the Secretary of State that each
ground determined by the Secretary of State does not exist, the
Secretary of State shall administratively dissolve the limited
partnership by preparing, signing, and filing a declaration of
dissolution that states the grounds for dissolution. The
Secretary of State shall send a copy to the limited
partnership's agent for service of process in this State, or if
the limited partnership does not appoint and maintain a proper
agent, to the limited partnership's designated office.
(d) A limited partnership administratively dissolved

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continues its existence but may carry on only activities
necessary or appropriate to wind up its activities and
liquidate its assets under Sections 803 and 812 and to notify
claimants under Sections 806 and 807.
(e) The administrative dissolution of a limited
partnership does not terminate the authority of its agent for
service of process.
(Source: P.A. 97-839, eff. 7-20-12.)
(805 ILCS 215/810)
Sec. 810. Reinstatement following administrative
dissolution.
(a) A limited partnership that has been administratively
dissolved under Section 809 may be reinstated by the Secretary
of State following the date of dissolution upon:
(1) the filing of an application for reinstatement;
(2) the filing with the Secretary of State of all
reports then due and becoming due; and
(3) the payment to the Secretary of State of all fees
and penalties then due and becoming due.
(b) The application for reinstatement shall be executed and
filed in duplicate in accordance with Section 204 and shall set
forth all of the following:
(1) the name of the limited partnership at the time of
dissolution;
(2) the date of dissolution;

09800HB4160ham001 - 20 - LRB098 15713 JLS 58834 a
(3) the agent for service of process and the address of
the agent for service of process; provided that any change
to either the agent for service of process or the address
of the agent for service of process is properly reported
under Section 115.
(c) When a limited partnership that has been
administratively dissolved has complied with the provisions of
this Section, the Secretary of State shall file the application
for reinstatement.
(d) Upon filing of the application for reinstatement, : (i)
the limited partnership existence shall be deemed to have
continued without interruption from the date of dissolution and
shall stand revived with such the powers, duties, and
obligations, as if it had not been dissolved. , and (ii) All
all acts and proceedings of its partners, officers, employees,
and agents, acting or purporting to act in that capacity, and
which that would have been legal and valid but for the
dissolution shall stand ratified and confirmed.
(e) Without limiting the generality of subsection (d), upon
the filing of the application for reinstatement, no limited
partner or officer of the partnership shall be personally
liable for the debts and liabilities of the limited partnership
incurred during the period of administrative dissolution by
reason of the fact that the limited partnership was
administratively dissolved at the time the debts or liabilities
were incurred.

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(Source: P.A. 97-839, eff. 7-20-12.)".