Illinois Compiled Statutes
805 ILCS 5/ - Business Corporation Act of 1983.
Article 14 - Reports

(805 ILCS 5/Art. 14 heading)

 
(805 ILCS 5/14.01) (from Ch. 32, par. 14.01)
Sec. 14.01.

Statement of election to establish an extended filing
month.
(a) Each domestic corporation and each foreign corporation authorized
to transact business in this State, having reported on its last annual
report, or articles of incorporation in the case of a domestic corporation,
or application for certificate of authority in the case of a foreign
corporation, an amount less than 100% of its paid-in capital represented in
Illinois, may make an irrevocable, one time election to establish an
extended filing month for the purpose of filing annual reports for all
subsequent taxable years by filing pursuant to Section 1.10 within the time
prescribed by subsection (c) of this Section, a statement setting forth:
(b) The statement of election shall be accompanied by an interim annual
report which shall set forth, as of the date of filing of the statement,
all of the information required pursuant to Section 14.05 of this Act to be
included in the annual report except that the information required by
subparagraph (h) of Section 14.05 shall be the amounts represented in this
State as disclosed by the preceding annual report or if no annual report is
on file, from information contained in the articles of incorporation of a
domestic corporation or the application for certificate of authority in the
case of a foreign corporation.
(c) The statement of election and interim annual report referred to in
this Section, together with all fees, taxes and charges as prescribed by
this Act and prorated in accordance with Section 15.45 or 15.75, shall be
delivered to the Secretary of State within 60 days immediately preceding
the first day of the anniversary month of the corporation in 1991 or any
subsequent year. Proof to the satisfaction of the Secretary of State that
prior to the first day of the anniversary month of the corporation such
statement of election and interim annual report together with all fees,
taxes and charges as prescribed by this Act, were deposited in the United
States mail in a sealed envelope, properly addressed, with postage prepaid,
shall be deemed a compliance with this requirement. If the Secretary of
State finds that such statement and reports conform to the requirements of
this Act, he or she shall file the same. If he or she finds that they do
not so conform, he or she shall promptly return the same to the corporation
for any necessary corrections, in which event the penalties hereinafter
prescribed for failure to file such report within the time hereinabove
provided shall not apply if such statement, if applicable, and report are
corrected to conform to the requirements of this Act and returned to the
Secretary of State within 30 days of the date the report was returned for
corrections.
(d) Subsequent to the filing of the statement of election and the
interim annual report, the corporation shall file within 60 days prior to the
extended filing month a final transition annual report reflecting the factual
information required by Section 14.05, and must pay the appropriate fees
and franchise taxes due, if any, or set forth the amount of any overpayment
to be credited against any other taxes applicable under this Act which may
thereafter be payable, in each case based on any difference which may exist
between its interim annual report and its final transition annual report.
Compliance with this Section establishes a new reporting period for
documents required under Article 14 of this Act.

(Source: P.A. 86-985.)
 
(805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
Sec. 14.05. Annual report of domestic or foreign corporation. Each domestic corporation organized under any general law or
special act of this State authorizing the corporation to issue shares,
other than homestead associations, building and loan associations, banks
and insurance companies (which includes a syndicate or limited syndicate
regulated under Article V 1/2 of the Illinois Insurance Code or member of a
group of underwriters regulated under Article V of that Code), and each
foreign corporation (except members of a group of underwriters regulated
under Article V of the Illinois Insurance Code) authorized to transact
business in this State, shall file, within the time prescribed by this
Act, an annual report setting forth:
The annual report shall be made on forms prescribed and furnished by
the Secretary of State, and the information therein required by paragraphs
(a) through (d), both inclusive, of this Section, shall be given as of the date
of the execution of the annual report and the information therein required
by paragraphs (e), (f), and (g) of this Section shall be given as of the
last day of the third month preceding the anniversary month, except that
the information required by paragraphs (e), (f), and (g) shall, in the case
of a corporation which has established an extended filing month, be given
in its final transition annual report and each subsequent annual report as
of the close of its fiscal year on or immediately preceding the last day of the third month prior to its extended filing
month. The information required by paragraph (m) shall be included in the corporation's annual report filed on and after January 1, 2023. It shall be executed by the corporation by its president, a
vice-president, secretary, assistant secretary, treasurer or other officer
duly authorized by the board of directors of the corporation to execute
those reports, and verified by him or her, or, if the corporation is in the
hands of a receiver or trustee, it shall be executed on behalf of the
corporation and verified by the receiver or trustee.

(Source: P.A. 100-391, eff. 8-25-17; 100-486, eff. 1-1-18; 100-863, eff. 8-14-18; 101-589, eff. 8-27-19; 101-656, eff. 3-23-21.)
 
(805 ILCS 5/14.10) (from Ch. 32, par. 14.10)
Sec. 14.10.
Filing of annual report of domestic or foreign corporation.
Such annual report together with all fees, taxes and charges as prescribed
by this Act, shall be delivered to the Secretary of State within 60 days
immediately preceding the first day of the anniversary month or, in the
case of a corporation which has established an extended filing month, the
extended filing month of the corporation each year. Proof to the
satisfaction of the Secretary of State that prior to the first day of the
anniversary month or the extended filing month of the corporation such
report together with all fees, taxes and charges as prescribed by this Act,
was deposited in the United States mail in a sealed envelope, properly
addressed, with postage prepaid, shall be deemed a compliance with this
requirement. If the Secretary of State finds that such report conforms to
the requirements of this Act, he or she shall file the same. If he or she
finds that it does not so conform, he or she shall promptly return the same
to the corporation for any necessary corrections, in which event the
penalties hereinafter prescribed for failure to file such report within the
time hereinabove provided shall not apply, if such report is corrected to
conform to the requirements of this Act and returned to the Secretary of
State within 30 days of the date the report was returned for corrections.

(Source: P.A. 86-985.)
 
(805 ILCS 5/14.13)
Sec. 14.13. Report of interim changes of domestic or foreign corporations. Any corporation, domestic or foreign, may report interim changes in the name, address, or both of its officers and directors, its principal office, or its minority-owned business status by filing a report under this Section containing the following information:
A statement, including the basis therefor, of
status as a minority-owned business or as a women-owned business as those terms are defined in the Business Enterprise for Minorities, Women, and Persons with Disabilities Act.
The interim report of changes shall be made on forms prescribed and furnished by the Secretary of State and shall be executed by the corporation by its president, a vice-president, secretary, assistant secretary, treasurer, or other officer duly authorized by the board of directors of the corporation to execute those reports, and verified by him or her, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation and verified by the receiver or trustee.

(Source: P.A. 102-282, eff. 1-1-22.)
 
(805 ILCS 5/14.15) (from Ch. 32, par. 14.15)
Sec. 14.15.
First report of issuance of shares.
The articles of
incorporation of each domestic corporation shall be deemed to be the first
report of the issuance of shares of such corporation. For the purpose of
determining the initial franchise tax of such corporation, and for the
purpose of determining the annual franchise tax thereafter until the basis
therefor is changed in a manner provided in this Act, but for no other
purpose, the shares which the articles of incorporation state the
corporation proposes to issue without further report to the Secretary of
State shall be deemed to be issued at the date of the filing of such
articles of incorporation. For such purposes, but for no other purpose, the
consideration which the articles of incorporation state is to be received
by the corporation therefor shall be deemed to have been received by the
corporation for such shares.

(Source: P.A. 86-985.)
 
(805 ILCS 5/14.20) (from Ch. 32, par. 14.20)
Sec. 14.20.
Reports of issuance of shares and increases in paid-in capital.
(a) Each domestic corporation, and each foreign corporation authorized to
transact business in this State, after: the issuance of any share not
previously reported to the Secretary of State as having been issued; an
increase in the amount of its paid-in capital without the issuance of
shares; an exchange or reclassification of its shares resulting in an
increase in the amount of its paid-in capital; or the issuance of any
shares of the acquiring corporation in a share exchange, shall execute and
file in accordance with Section 1.10 of this Act, a report setting forth:
(b) In the case of issuances of shares or 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 immediately preceding the corporation's anniversary
month in 1991, the report shall be filed within 60 days after
the
issuance or increase. In the case of issuances of shares or increases
that occur
after both December 31, 1990 and the last day of such third month,
the issuances or increases shall
be reported under Section 14.30 at the time required by that Section.
(c) No additional license fees or franchise taxes shall be payable upon
the filing of the report to the extent that license fees or franchise
taxes shall have been previously paid by the corporation in respect of
shares previously issued which are being exchanged for the shares the
issuance of which is being reported, provided those facts are shown in the
report.
(d) The report shall be made on forms prescribed and furnished by the
Secretary of State.

(Source: P.A. 86-985; 86-1217.)
 
(805 ILCS 5/14.25) (from Ch. 32, par. 14.25)
Sec. 14.25.

Report following merger or cancellation of shares/reduction
in paid-in capital.
(a) Each domestic corporation and each foreign corporation authorized
to transact business in this State that is a party to a statutory merger
and is the surviving corporation, or that effects the cancellation of
its shares, or that effects a reduction in its paid-in capital in
connection with the cancellation of its shares, as permitted by this Act,
and does not report that event to the Secretary of State by any other
report required by this Act to be filed; and each domestic corporation
that is the new corporation in a consolidation, shall execute and file, in
accordance with Section 1.10 of this Act, a report setting forth:
(b) In the case of a statutory merger, consolidation, cancellation of
shares, or reduction in paid-in capital that occurs either prior to January
1, 1991 or on or prior to the last day of the third month immediately
preceding the corporation's anniversary month in 1991, the report shall be
filed within 60 days after that event. In the case of a cancellation of
shares or reduction in paid-in capital that occurs after both December 31,
1990 and the last day of the third month immediately preceding the
corporation's anniversary month in 1991, the event shall be reported under
Section 14.30 at the time required by that Section and not under this
Section In the case of a statutory merger or consolidation that occurs
after both December 31, 1990 and the last day of the third month
immediately preceding the corporation's anniversary month in 1991, the
event shall be reported under Section 14.35 at the time required by that
Section and not under this Section.
(c) The report shall be made on forms prescribed and furnished by the
Secretary of State.
(d) Until the report shall have been filed in the office of the
Secretary of State, the basis of the annual franchise tax payable by the
corporation shall not be reduced; provided, however, in no event shall the
annual franchise tax for any taxable year be reduced if the report is not
filed prior to the first day of the anniversary month
or the extended filing month of the corporation of that
taxable year and before payment of its annual franchise tax.

(Source: P.A. 86-985; 86-1217.)
 
(805 ILCS 5/14.30) (from Ch. 32, par. 14.30)
Sec. 14.30. Cumulative report of changes in issued shares or paid-in
capital.
(a) Each domestic corporation and each foreign corporation
authorized to transact business in this State that effects any change in
the number of issued shares or the amount of paid-in capital prior to January 1, 2024 that has
not theretofore been reported in any report other than an annual report,
interim annual report, or final transition annual report, shall execute and
file, in accordance with Section 1.10 of this Act, a report with respect to
the changes in its issued shares or paid-in capital:
(b) The corporation shall file the report required under subsection
(a) not later than (i) the time its annual report is required to be filed in
1992 and in each subsequent year and (ii) not later than the time of filing
the articles of merger, consolidation, or amendment to the articles of
incorporation that affects the number of issued shares or the amount of paid-in
capital of a domestic corporation or the certified copy of
merger
of a foreign corporation.
(c) The report shall net decreases against increases that occur during
the same taxable period. The report shall set forth:
(d) No additional license fees or franchise taxes shall be payable
upon the filing of the report to the extent that license fees or franchise
taxes shall have been previously paid by the corporation in respect of
shares previously issued which are being exchanged for the shares the
issuance of which is being reported, provided those facts are shown in
the report.
(e) The report shall be made on forms prescribed and furnished by the
Secretary of State.
(f) Until the report under this Section or a report under Section 14.25
shall have been filed in the Office of the Secretary of State showing a
reduction in paid-in capital, the basis of the annual franchise tax payable
by the corporation shall not be reduced, provided, however, in no event
shall the annual franchise tax for any taxable year be reduced if the
report is not filed prior to the first day of the anniversary month or, in
the case of a corporation which has established an extended filing month,
the extended filing month of the corporation of that taxable year and
before payment of its annual franchise tax.

(Source: P.A. 101-9, eff. 6-5-19.)
 
(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:
(b) The report shall be made on forms prescribed and furnished by the
Secretary of State.

(Source: P.A. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)